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HomeMy WebLinkAbout570053.tiff iti C. D. No. 43055 AGREEMENT between UNION PACIFIC RAILROAD COMPANY and COUNTY OF WELD, STATE OF COLORADO Dated , , 1957. 3 i L Covering lease of portion-of Railroad right of way to be used for highway purposes, and granting County the right to maintain highway across tracks of Railroad Company, near La Salle, in Weld County, Colorado. DUPLICATE ORIGINAL CofW Copy • 5-15-57 • M51-cod II y THIS AGREEMENT, made ,and entered into this day of , 1957, by and between UNION PACIFIC RAILROAD COMPANY, a corporation of the State of Utah, hereinaft r—called "Railroad Company, " and COUNTY OF WELD, STATE OF COLORADO, hereinafter called "County, " WITNESSETH: Section 1. LEASE FOR HIGHWAY PURPOSES. In consideration of the covenants and agree- ments herein contained to be kept and performed by the County and subject to the terms and conditions hereinafter stated, the Railroad Company hereby leases to the County for a period of twenty-five (25) years commencing on the 1st day of October, 1956, and extending to and including the 30th day of September, 1981, unless sooner terminated as herein provided, the follow- ing described parcel of land situate in the County of Weld, State of Colorado, to be used for highway purposes only: A parcel of land situated in the sW 1/4 of Section 6, Township 4 North, Range 65 West of the Sixth Princi- pal Meridian, in Weld County, Colorado, bounded and de- ! scribed as follows : Beginning at a point in the east and west cen- ter line of said Section 6 that is 50 feet distant southeasterly, measured at right angles, from the center line of the main track of the Union Pacific Railroad Company as now constructed and operated; thence southwesterly along a straight line par- allel with and 50 feet distant southeasterly, meas- ured at right angles and/or radially, from said cen- ter line of main track to a point in the easterly line of the public road on the west line of said Section 6; thence south along the east line of said public road which is parallel with and 33 feet, more or less, distant easterly, measured at right angles, from the west line of said Section 6, to a point thereon that is 100 feet distant southeasterly, measured at right angles, from said center line of main track; thence northeasterly along a line parallel with and 100 feet distant southeasterly, measured at right angles and/or radially, from said center line of main track to a point in a straight line drawn at right angles to said center line from a point thereon that is 109.6 feet distant southwest erly from the east and west center line of said Sec- tion 6, measured along said center line of main track; thence southeasterly at right angles a distance 1 . I f Aik of 100 feet to a point in the southeasterly right of way line of said Railroad Company; thence northeasterly along said southeasterly right of way line which is a straight line paral- lel with and 200 feet distant southeasterly, meas- ured at right angles, from said center line of main track to a point in said east and west center line of Section 6; thence west along said east and west center line of section to the point of beginning. The premises above-described are shown tinted yellow on the print, . designated as C.E. Drawing No. 81188, dated March 18, 1957, marked "Exhibit A, " attached hereto and hereby made a part hereof. Said premises are hereinafter called "Leased Premises. " Section 2. RESERVATIONS AND RELATED PROVISIONS. The Railroad Company reserves to itself and its successors and assigns the right to take possession of all or any portion of the Leased Premises whenever the use thereof may be necessary or expedient, in the judgment of the Railroad Company, for railroad purposes, including but not limited to the location of public or private warehouses, elevators, or other structures designed to facilitate and promote traffic, or for or in connection with drilling for or mining of oil, 'gas, coal and other minerals of whatsoever nature underlying the Leased Premises by the Railroad Company or by others with its permission; PROVIDED, however, that in the event the Railroad Company elects to take possession of all or any por- tion of said Leased Premises in accordance with this reserva- tion it shall give to the County ninety (90) days ' written notice of such election. The Railroad Company reserves to itself and its suc- cessors and assigns the right to construct, maintain, operate and use over ,and across the Leased Premises and the highway thereon any railroad tracks and any other railroad facilities which in the judgment of the Railroad Company may be required to serve industries or to accomplish any other railroad pur- pose, and the County covenants that the Railroad Company, its successors and assigns, shall have the right to construct, maintain, operate and use any such railroad tracks and other railroad facilities across the entire width of the highway on the Leased Premises, even though the outer border of the high- way extends beyond the outer border of the portions of the Railroad Company's right of way leased hereunder. The Railroad Company agrees that it will, in the construction of tracks or other facilities on the Leased Prem- ises or the highway thereon, interfere as little as possible with the use of said highway, and will, upon the completion of such tracks or other facilities, restore the highway as nearly 2 ' N( • as possible to the condition existing before such construction. In the event that any crossing protection facilities whatsoever should be required for the protection of any pres- ent or future crossing of any track over the Leased Premises or the highway thereon, the County covenants and agrees that such- crossing protection will be constructed, installed and maintained at the expense of the County, and the County agrees to pay to the Railroad Company a sum equal to the amount of any expense incurred by the Railroad Company in connection with the furnishing of such crossing protection. Section 3. LICENSE WITH RESPECT TO CROSSING AREA. In consideration of the covenants and agree- ments herein contained to be kept and performed by the County, and subject to the terms and conditions hereinafter stated, the Railroad Company hereby grants to the County for the same period as the term of the lease herein made the right to main- tain, repair, renew and reconstruct an existing public highway over and across the right of way and the tracks of the Rail- road Company within the limits of the following described prem- ises situate in the County of Weld, State of Colorado, to wit : A strip of land 60 feet wide situated in the SE 1/4 of Section 1, of Township 4 North, Range '66 West of the Sixth Principal Meridian, in Weld County, Colorado, be- ing 30 feet in width, measured at right angles, on each side of a straight line drawn radially to said center line of main track from a point thereon that is 78.7 feet distant southwesterly from the east line of said Section 1, measured along said center line of main track, said strip extending southeasterly from a line concen- j tric with and 50 feet distant northwesterly, measured radially, from said center line of main track to the I westerly line of said public road on the east line of said Section 1, said westerly line being parallel with rand 33 feet, more or less, distant westerly, measured • at right angles, from the east line of said section. TheAiremises above-described in this Section 3 are shown tinted green on said Exhibit A and hereinafter are call- ed "Crossing Area. " •4 The foregoing grant set out in this Section 3 is f,made subject and subordinate to the prior and continuing right , of the Railroad Company to construct, maintain, use and oper- ate existing or additional railroad tracks, telegraph, tele- phone, signal or other pole and wire lines, pipe lines and other facilities upon, along. or across any and all parts of 'said Crossing Area, all or any of which may be freely done at any. time or times by the Railroad Company without liability to the County or to anyone for compensation or damages. • • iY • Section 4. The lease herein made and the rights herein granted are subject to all outstanding superior rights, including but not limited to rights in favor of telegraph and telephone companies and leases to abutting property owners and others, and to the right of the Railroad Company to renew and extend such rights; and it is understood that nothing in this agreement contained shall be construed as a covenant to put the County into possession or to protect the County in the peaceable possession of the Leased ?remises. Section 5 . The County agrees to pay to the Railroad Company the sum of Five Dollars ($5 .00) per annum, payable an- nually in advance; to assume all taxes and assessments levied upon the Leased Premises and the Crossing Area during the con- tinuance of this agreement, not including taxes or assessments levied against the Leased Premises and the Crossing Area as a component part of the railroad property of the Railroad Com- pany in the state as a whole; to construct and maintain the highway on the Leased Premises and the Crossing Area in accord - ance with plans and profiles submitted to and approved by the Chief Engineer of the Railroad Company before the work is com- menced; to keep the Leased Premises and the Crossing Area free from combustible materials; to plant no trees or shrub- bery, and to erect no structures upon the Leased Premises or the Crossing Area; to put nothing upon the Leased Premises or the Crossing Area which might obstruct or interfere with the view; to provide, in locations and in accordance with plans approved by the Railroad Company before the work is commenced, such ditches, culverts, bridges and other structures as may be necessary properly to care for the drainage from the Leased Premises, the Crossing Area and the adjoining right of way of the Railroad Company, and to hold the Railroad Company harm- less from any and all liability for damage to any of such structures on the Leased Premises and the Crossing Area aris- ing from fire caused directly or indirectly by sparks or fire emitted from the engines or trains of the Railroad Company; and further to hold the Railroad Company harmless from all loss, cost and expense arising from any damage to the highway upon the Leased Premises and the Crossing Area which may re- sult from the construction or maintenance of drainage ditches or waterways by the Railroad Company. Section 6. The County shall, in the construction, maintenance and improvement of the highway on the Leased Prem- ises and the Crossing Area, take every precaution to prevent damage to or the impairment of the stability of the poles in any pole line or of any other installations or property what- soever of the Railroad Company or of its tenants; and the County shall, at its expense, reset or relocate at and under the direction of the Railroad Company any such pole or poles or other installation or installations or property whatsoever that is or is likely to be damaged or weakened because of the 4 ' - construction, maintenance or improvement of said highway or the, location of which must be changed to permit such construc- tion, maintenance or improvement, or the County shall reim- burse the Railroad Company for the cost of resetting or relo- cating any such pole or poles or other installation or instal- lations or property whatsoever if the Railroad Company elects to do the work itself. In connection with the construction, maintenance or improvement of said highway the County shall assume the cost of necessary changes within the limits of the right of way of the Railroad Company in the construction, grade or drainage of highways or other roadways across said right of way. Section 7. The County shall not use the Leased Prem- ises or the Crossing Area or permit .them to be used except for the usual and ordinary purposes of a street or highway, and it is expressly understood and agreed that such purposes shall not be deemed to include the use by the County or by others of the Leased Premises or the Crossing Area for railroad, street or interurban railway or other railway transportation purposes, or for the construction or maintenance of electric power trans- mission lines, communication lines, gas, oil or gasoline pipe lines. Section 8. No special assessments for establishing, maintaining or improving the highway located upon the Leased Premises and the Crossing Area shall be made against the adja- cent railroad right of way or other property of the Railroad Company, and the County agrees to protect the Railroad Company against and to save it harmless from such special assessments.' Section 9. The County at its sole cost and expense shall construct, reconstruct, maintain, repair and renew the highway upon the Leased Premises and the Crossing Area. Section 10. The County shall not permit any heavy blasting in close proximity to the tracks of the Railroad Com- pany in connection with the construction of said highway or its subsequent maintenance, repair, renewal or reconstruction, and the County shall not discharge any blast during the pas- sage of trains or of the Railroad Company's employes. The County shall keep the ditches of the Railroad Company open and' clear from any deposit or debris lodged therein by the .opera- tions of its contractors, agents or employes, and shall keep the right of way of the Railroad Company outside the limits of the Leased Premises clear of stone or other materials or de- Ibris resulting from construction, operation or subsequent maintenance, repair or renewal of said highway. The County shall reimburse the Railroad Company for any and all expenses incurred by the Railroad Company in con- nection with the cleaning and restoration .of any ballast of its tracks which is disturbed or becomes fouled with dirt or 5 materials from the operations of any contractor, agent or em- ploye:of the County; for any and all expense incurred by the Railroad Company for repairing or restoring any other property of .the Railroad Company which is damaged or destroyed as a re- sult of the construction of said highway or its subsequent maintenance, repair, renewal or reconstruction; for any and all expense incurred by the Railroad Company for any other worc on the roadbed, tracks, signal, telegraph or telephone lines of the Railroad Company located along the right of way of the Railroad Company on and in the vicinity of the Leased Premises or the Crossing Area where such expense results from the con- struction, maintenance, repair, renewal or reconstruction of said highway, it being, understood and agreed that the Railroad Company itself shall perform all work in respect to its road- bed, tracks and other property and said signal, telegraph and telephone lines . Section 11. The highway shall be constructed and thereafter maintained in such a manner as will protect the tracks and roadbed of the Railroad Company from slides and inundations resulting from or caused by the construction, re- construction, maintenance, repair or renewal of the highway, 'and to that end retaining walls, safeguards and shields shall be built and the slopes of the ground riprapped so that said tracks and roadbed of the Railroad Company shall continue to be in as safe and secure a condition as the same were before the construction of the highway, and the sufficiency of such protective construction and maintenance to accomplish such condition shall be determined by the Chief Engineer of the Railroad Company. In assuming the obligations set out in this section the County undertakes or assumes no responsibility for slides or inundations not caused by or contributed to by the operations of the County, its contractors, agents or employes, upon the premises hereinabove described. Section 12. At points where the highway is higher than or on the same level as or less than two (2) feet below the level of tracks of the Railroad Company and forms a curve convex to such tracks, or is less than fifty (50) feet from such tracks, the County, at its expense, shall construct and thereafter maintain substantial barriers on the track side of the highway so as to prevent vehicles moving from said highway or being overturned or thrown therefrom across the roadbed or tracks of the Railroad Company, and said barriers shall be .of such nature, material, dimensions and strength as shall be ap- proved by the Chief Engineer of the Railroad Company. Section 13. The Railroad Company shall, as to the construction, reconstruction, maintenance, repair and renewal .of said highway, have the right to inspect the work being done ' or which has been done to ascertain whether there has been compliance with the terms and conditions of this agreement and 6 . . . III . 7 k Iwith the plans and specifications approved by the County and the Railroad Company. Whenever, in the judgment of the Railroad Company, the work of construction or subsequent reconstruction, mainte- nance, repair or renewal of the highway is likely to affect the safety of the trains moving on the tracks of the Railroad Company, the method of procedure must be submitted to and ap- proved by the Railroad Company before such work shall be commenced. Section 14. In the event that the Railroad Company deems it necessary for the safe operation of its trains during the progress of the work of constructing, maintaining, repair- ing, renewing or reconstructing said highway upon the Leased Premises or said Crossing Area that flagmen and/or watchmen be stationed at any particular place or places, the County shall, upon the request of the Railroad Company and at the County's expense, hire and employ competent flagmen and/or watchmen for each and every place designated by the Railroad Company. The Railroad Company shall be the sole judge as to the necessity of flagmen and/or watchmen, the place or places where they are to be stationed, and the number of them necessary to protect the trains and tracks of the Railroad Company during the work upon said highway, and the said flagmen and/or watchmen so em- ployed shall be subject to the approval of the Railroad Com- pany. In case of the failure of the County so to employ flag- men and/or watchmen, then the Railroad Company may employ and station such flagmen and/or watchmen and the County shall re- imburse the Railroad Company for the entire expense incurred by the Railroad Company in connection with employing and sta- Itioning such flagmen and/or watchmen. Section 15. The County shall reimburse the Railroad Company for any and all expense imposed upon the Railroad Com- pany for crossing protection howsoever provided on detour routes for highway travelers where such detour routes or the need for such crossing protection arises from or grows out of the making of this agreement or the use of the Leased Premises or the Crossing Area as herein contemplated. It is agreed that the County shall reimburse the Railroad Company for any and all expenses which are imposed upon the Railroad Company and which would not be so imposed except for the making of this agreement, whether or not such expenses are otherwise herein specified and whether or not they are in the present contemplation of the parties hereto. Section 16. _In places where the Railroad Company at the date hereof maintains a fence on its right of way between its track or tracks and the inner margin of the Leased Premises, the County agrees that it will at its ex- pense move such fence to the inner margin of the Leased Prem- ises. In places where the Railroad Company at the date here- of does not maintain a fence on its right of way between its track or tracks and the inner margin of the Leased Premises, 7 . .. the County agrees that it will at its expense construct a fence on the inner-.: margin of the Leased Premises if requested in writing by the Railroad Company. The County further agrees, at its expense, to con- struct, maintain and repair fences on the outer margin of the Railroad Company's right of way along said highway, or to ar- range with owners or lessees of the property abutting said right of way for the construction, maintenance and repair of such fences, and to relieve the Railroad Company of all obli- gation, if any there be, to establish and/or maintain fences on the outer margin of its right of way and of all expense in- cident to the construction, maintenance and repair of such fences. In the relocation of existing fences and in the con- struction of new fences in accordance with the provisions of this section, the County shall, at its own expense, also relo- cate or construct such wing fences as may be necessary and any necessary connections with existing fences of the Railroad Com- pany. All fences shall be relocated or constructed and there- after shall be maintained and repaired in accordance with the standards of and in a manner satisfactory to the Railroad Company. Section 17. Before the commencement of any work in connection with the construction, reconstruction, maintenance, repair or renewal of said highway upon the Leased Premises or in said Crossing Area, the County shall by contract require each of its contractors who are to perform any of said work to enter into an agreement with the Railroad Company, in the form attached hereto and designated as "Exhibit B, " for the protec- tion of the property and facilities of the Railroad Company and for the indemnification of the Railroad Company against all loss, claims, demands, costs and expenses whatsoever re- sulting from or growing out of said work, or the presence on or near the Leased Premises or Crossing area or any property of the Railroad Company of the person or property of such con- tractor or of any of his or its subcontractors, or of the of- ficers, agents or employes of such contractor or subcontractor. Section 18. The County agrees that each and every contractor performing work contemplated hereunder shall be re- quired to procure for and on behalf of the Railroad Company and to keep in effect during the entire period of the opera tions of such contractor or any subcontractor insurance of the kinds and amounts stated in the schedule, marked "Exhibit C, " attached hereto and hereby made a part hereof, such insurance to be acceptable to the Railroad Company and to be in addition Ito any other forms of insurance or bonds required under the terms of any contracts between the County and such contractor. Duplicates of all policies of insurance required hereunder shall be furnished to the Railroad Company, and it is agreed between the parties hereto that operations by such 8 • contractor or subcontractor upon the Leased Premises or upon said Crossing Area shall not be commenced until acceptable pol- icies of insurance as aforesaid shall have been received by the Railroad Company and shall have been approved by the Rail- Iroad Company as to form, substance and execution and as to the ' insurer issuing such policy or policies. Said insurance shall 'be kept in effect until all of the work to be performed by such contractor shall have been completed and formally accept- led by the County. Section 19. Contemporaneously with the execution ;and delivery of this agreement the County, at its sole cost and expense, shall furnish the Railroad Company with a policy or policies of insurance satisfactory to and approved by the Railroad Company as to form, substance and execution, and as to the insurer issuing such policy or policies, protecting the Railroad Company as hereinafter provided, and such insurance shall be kept in full force and effect during the life of this agreement. Said insurance shall protect the Railroad Company against all loss, damages, claims, demands, actions, causes of action, costs and expenses of whatsoever nature growing out of injury to or death of persons whomsoever (including but not limited to officers, agents, employes and passengers of the Railroad Company) , or loss or destruction of or damage to prop- erty whatsoever (including but not limited to loss or destruc- tion of or damage to roadbed tracks, equipment or other prop- erty of the Railroad Company), where such injury, death, loss, destruction or damage arises in any way in connection with or incident to the construction, reconstruction, maintenance, re- pair or renewal of said highway, except where such injury, death, loss, destruction or damage is caused by the sole neg- ligence of the Railroad Company. Said insurance with respect to injury to or death of persons shall be in a sum not less than One Hundred Thousand Dollars ($100,000.00) for injury to or death of one person, and, subject to said limit for each person, not less than Five Hundred Thousand Dollars ($500,000.00) for injury to or death of any number of persons in any one occurrence. Said insurance with respect to loss or destruction of or damage to property shall be in a sum not less than Two Hundred Thousand Dollars ($200,000.00) for loss, destruction or damage arising out of any one occurrence. It is the intention of this Section 19 to provide the Railroad Company with insurance against the hazards above mentioned in all cases in which protection against said haz- ards is not provided by insurance furnished pursuant to Ex- hibit C mentioned in Section 18 hereof. Section 20. The County shall notify the Railroad Company at least ten (10) days in advance of the commencement of any work in connection with the construction, reconstruc- tion, maintenance, repair or renewal of said highway upon the 9 II eased Premises or in said Crossing Area. All work on the (Leased Premises or in said Crossing Area in connection with such construction, reconstruction, maintenance, repair or re- Inewal shall be done under the supervision and to the satisfac- tion of the Railroad Company. Section 21. For the purpose of protecting the re- versionary interests of the Railroad Company against the as- sertion of adverse rights the County agrees to prevent en- croachments upon the Leased Premises and to this end shall, at its own expense, take all necessary action including, as far as practicable, the building of its ditches on and, the borrow- ing of earth from the outer margin of the Leased Premises. I Section 22. If the County shall breach or fail to keep or perform any of the covenants or conditions hereof and shall fail to remedy any default on the part of the County within thirty (30) days after written notice from the Railroad Company to the County pointing out such default, then upon the expiration of such thirty-day period this agreement shall ter- pinate and be of no further force or effect. i Section 23. Nonuser by the County of the Leased I(Premises or the Crossing Area for the purposes herein speci- fied continuing at anytime for a period of eighteen (18) !months shall, at, the option of the Railroad Company, work a termination of this agreement and all of the rights of the County hereunder, and nonuser by the County of a portion of the Leased Premises or of the Crossing Area continuing for a like period shall, at the option of the Railroad Company, work a termination of all rights and interests of the County with respect to the premises not used. Section 24. The waiver by the Railroad Company of a breach of any condition, covenant or agreement herein contain- ed to be kept and performed by the County shall not impair the right of the Railroad Company to avail itself of any subse- quent breach thereof. Section 25 . The County shall not transfer or assign this agreement or any interest therein or any right granted thereunder or sublease any portion of the Leased Premises without the consent in writing• of the Railroad .Company. . Section 26. Subject to the provisions of Section 25 hereof, this agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns . IN WITNESS WHEREOF, -the parties hereto have caused • 10 this agreement to be executed in duplicate as of' the date first herein written. Witness : O - -- - UNION PAC FIC RAILROAD COMPANY, ; BY ' - /.1 -• - - Executive Vice' President Attest • \ ; _ eal) Assistant Seci tart', - _ _ Witness : COUNTY OF WELD ST OF 7�� � COLORy00,� harm r3 of he Board of Attest : County Commissioners (Seal) Catinty Clerk • • • 11 • elk Comp I STATE OF NEBRASKA ss . (COUNTY OF DOUGLAS On this g 7 day of /it , 19-$ 1, _ 'before me, a Notary Public in and for aid county in the State aforesaid, personally appeared E. Hicks , to _me personally known, and to me personally known to be the Executive Vice President of UNION PACIFIC RAILROAD COMPANY, and to be the same person whose name is subscribed to the foregoing instrument, and who, being by me duly sworn, did say that he is Executive Vicepresident of Union Pacific Railroad Company; that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed on behalf of said corporation by authority of its board of directors; and the said E. Hicks acknowledged said instrument to be his free and voluntary act and deed, and the free and voluntary act and deed of said corporation, by it voluntarily executed, for the uses specified therein. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written. ' My commission expires 7a1---t-a) . /9‘-d J ,• _ _-i• . Notary Public V: :_, Residing at /� a _ f- �c',y _, (Seal) < . _ . . f: f Comp :�\ / .oc‘N <<.‘ \ , l..5N \ \ Cow \. c-, . \ J Te tv r, 9 lu \ C c� �1 O — ,s,cr 1. .. /+ /r � �+ _ � N.-1r na _ •, 50Leased To The State 15o of Colo . vi er/ Hwy' _ -- t. P_ �,air, races 4 60' , 200' a SO' p!- o 106l09 6 T__ y' SO a __i 1Ti_- --- TO _ 25%.3 DENVER .�a so' - _- �_—--- -111 o I - . i31.Ca. - - 181 i .� s t.s co Q3 44 . C, to /,.. ÷. ' . / vs /-_____ \-1110411W IQ ' 4)�6:3. — Ty V- t`D : Apo" , LI] -POO C 71'r .,, C‘ _ �5$1 � r, e9 �° �S tl .vtad�`t Nor�w j v°e coo' � �Y11 SIGtI9b '010.iC . t 5,,,1'01 4..�eg y� /,+� 21 ---- ,_ 1 R41-t ° �_ �+ — TU y it -tt:L- - 200' //_ �_� - ___ •-�J—g r,, jO. o ` l "://t- SQ' 35 9 g 2 t `� o _ r � � /17 6:',..,. K.:2' c6' s .‹), 7r. it' CID \\ /�" �,o`c �P y' EXHIBIT „ A ,. iv r i '� 6' 1 Ls , 2Q. UNION PACIFIC RAILROAD ��s ��.� o`J� �s ,/ Right of way to be leased to 11:" \ `'�, e WELD COUNTY For Public Highway LA SAL LE AT LA SALLE COLORADO Scale F'=400 Chief Engineer's Office , U.P. R.R.Omaha, Mar. 18,1957 'sr, Drawing No. 81188 93 LEGE ND e \ , Right of way to be leased shown thus r �� Crossing area shown thus o — -- - — - \i Exhibit THIS AGREEMENT, made this day of 19---, between UNION PACIFIC RAILROAD COMPANY, a corporation of the State of Utah, hereinafter called "Railroad Company, " and hereinafter called "Contractor, " WITNESSETH: RECITALS : By agreement dated , between the Railroad Company and the County of Weld, State of Colorado, hereinafter called "County, " the Railroad Company leased to the County certain land in Weld County, Colorado, for highway purposes for a term of 25 years commencing October 1, 1956, and granted to the County for a like term the right to maintain, repair, renew and reconstruct an existing public highway over and across the right of way and tracks of the Railroad Company in the location de- scribed in said agreement and shown on the print at- tached thereto. Said agreement provides that before the com- mencement of any work in connection with the con- struction, maintenance, repair, renewal or recon- struction of the highway upon the premises covered by said agreement the County shall and will require each of its contractors who are to perform any of said work of construction, maintenance, repair, re- newal or reconstruction to enter into an agreement with the Railroad Company for the protection of the property and facilities of the Railroad Company and for the indemnification of the Railroad Company against loss, claims, demands, costs and expenses resulting from or growing out of such work, or the presence on or near the property of the Railroad Company of the person or property of such Contrac- tor or of any of the subcontractors of such Con- tractor, or the officers, agents or employes of such Contractor or subcontractors, and for the procurement of insurance. The County has entered into a contract with the Contractor for the performance of certain work in connection with the construction (or maintenance or reconstruction) of said highway which contract is hereinafter called "Construction Contract. " AGREEMENT: • NOW THEREFORE, it is mutually agreed by and between the parties hereto as follows : Section 1. The Contractor in performing work for the County adjacent to or on the right of way of the Railroad Exh.B , 43055 1 � 1 ' ) . L . • • Company shall comply with the rules and regulations of the Railroad Company with respect to the protection .of the Rail- road Company's employes, passengers and, licensees, the Rail- road Company' s operations, and property of or in the custody of the Railroad Company and shall perform said work in such manner and at such times as not to interfere with or endanger the safety of such persons, operations or property. Section 2. In the event that it should be necessary for said Contractor to be upon the said right of way of the Railroad Company in connection with the performance of said ;work, the Contractor covenants and agrees to use said right of way and to cross over said tracks only in the manner and at such times and locations and under such protective measures at the expense of the Contractor as may be approved by the Chief Engineer of the Railroad Company or his authorized represent- ative. Section 3. The Contractor hereby releases and dis- charges the Railroad Company, its officers, agents and em- ployes from all liability for any and all personal injuries which may be sustained by the Contractor, subcontractors and officers, agents and employes of either while upon or near the premises of the Railroad Company in connection with the per- formance of said work, whether resulting in death or otherwise , and from all liability for loss or destruction of or damage to property of or in possession of the Contractor, subcontractors or officers, agents and employes of either, while upon or near • said premises for such purposes; and the Contractor hereby agrees to indemnify and hold harmless the Railroad Company and its officers, agents and employes against and from any and all liability of the kind mentioned in this section. Section 4, The Contractor hereby agrees to indemnify and save harmless the Railroad Company, its officers, agents and employes, from any and all claims, suits, losses, damages or expenses on account of injuries to or death of any and all persons whomsoever, including the Contractor, subcontractors and officers, agents and employes of either, and officers, •4 agents, employes and passengers of the Railroad Company; and from any and all loss or destruction of or damage to property arising or growing out of or in any manner -connected with the work performed on said highway under said Construction Con- tract or caused or occasioned in whole or in part by reason of the presence of the person or of the property of the Contrac- tor, subcontractors, their officers, agents or employes upon or in proximity to the property of the Railroad Company. The Contractor agrees to defend at its or his own expense in the name of or on behalf of the Railroad Company, all claims or suits for injuries to or death of person or persons or for loss or destruction of or damage to property arising or growing out of the work performed by the Contractor Exh.B 4305] 2 • .. II or subcontractors under said Construction Contract, for which the Railroad Company is liable or is alleged to be liable. Section 5. (a) Before performing any work under said Construction Contract on or near any of the Railroad Com- pany's property, the Contractor without expense to the Rail- ` road Company shall procure and deliver to the Railroad Company a policy or policies of insurance of the kind hereafter de- scribed, issued by a reliable insurance company or companies authorized to transact such insurance business in the State of Colorado. (b) Each and every such insurance policy shall be satisfactory to and approved by the Railroad Company as to form, substance and execution and as to the insurer issuing such policy and each and every such policy shall be kept by the Contractor, without expense to the Railroad Company, in full force and effect until all work required to be performed under such Construction Contract has been completed to the satisfaction of and accepted by the County. (c) Said insurance policies shall insure and pro- tect the Railroad Company against loss, damage and liability growing out of injuries to persons, including death resulting therefrom, with a limit of not less than $100,000.00 for in- jury to or death of one person, and, subject to said limit for each person, not less than $500,000.00 for injury to or death of any number of persons in any one occurrence; also against loss, damage and liability growing out of loss or destruction of or damage to property, with a limit of not less than $200,000.00 for property loss, damage and destruction arising out of any one occurrence. (d) Whenever used in this section the terms "person" and "persons" mean and include passengers, officers, agents and employes of the Railroad Company as well as other persons, and the term "prbperty" includes property owned by and property in the care, custody or control of the Railroad Company as well as other property; and said insurance poli- cies shall so provide. Said policies shall also contain provisions or endorsements whereby the insurer assumes the liability of the Contractor under this agreement. Section 6. This agreement shall inure to the bene- fit of and be binding upon the parties hereto and their heirs, personal representatives, successors and assigns . Section 7. The Contractor shall reimburse the Rail- road Company upon rendition of bills for all work performed and materials furnished by the Railroad Company upon the re- quest of the Contractor. IN WITNESS WHEREOF, the parties hereto have executes Exh.B 43055 3 this agreement as of the day and year first herein written. Witness : UNION PACIFIC RAILROAD COMPANY, By President Witness : • • Exh.E 4305 4 . . . • • Exhibit C To be attached to C. D. No. 43055, agreement between Union Pa- cific Railroad Company and County of Weld, State of Colorado, whereby the Railroad Company leases to said County certain por- tions of the Railroad Company' s right of way in Weld County, near La Salle, for highway purposes, and grants to the County the right to maintain a highway over and across the right of way and tracks of the Railroad Company. SCHEDULE OF INSURANCE to be furnished by all contrac- tors performing for the County any of the work contemplated in said agreement : (a) Contractor 's Public Liability and Property Damage Lia- bility Insurance. The contractor, with respect to the work he per- forms, shall be required to carry regular Contrac- tor 's Public Liability Insurance providing for a lim- it of not less than One Hundred Thousand Dollars ($100,000.00) for all damages arising out of bodily injuries to or death of one person, and, subject to that limit for each person a total limit of Five Hundred Thousand Dollars ($500,000.00) for all dam- ages arising out of bodily injuries to or death of two or more persons in any one occurrence, and regu- lar Contractor' s Property Damage Liability Insurance providing for a limit of not less than Two Hundred Thousand Dollars ($200,000.00) for all damages aris- ing out of injury to or destruction of property in any one occurrence, and, subject to that limit per occurrence, a total limit of Five Hundred Thousand Dollars ($500,000.00) for all damages arising out of injury to or destruction of property during the pol- icy period. (b) Contractor's Protective Public Liability and Property Damage Liability Insurance. At the time of filing his contract and bond, the contractor shall be required to notify in writ- -14 ing the County as to whether or not he proposes to sublet any of the work under the terms of his con- tract. He shall be required, with respect to the operations performed for him by subcontractors, to carry in his own behalf Contractor 's Protective Pub- lic Liability and Property Damage Insurance in the same limits as prescribed in paragraph (a) above. (c) Railroad Company Protective Public Liability and Proper- ty Damage Liability Insurance In addition to the insurance above specified in paragraphs (a) and (b) , the contractor shall furnish Exh.C 43055 1 . duplicate policies of insurance to Union Pacific Rail- road Company evidencing that with respect to the con- tractor ' s operations or the operations of any of his subcontractors the contractor has provided for and in behalf of said Railroad Company regular Protective Public Liability Insurance providing for a limit of not less than One Hundred Thousand Dollars ($100,000.00) for all damages arising out of bodily injuries to or death of one person, and, subject to that limit for each person, a total limit of Five Hundred Thousand Dollars ($500,000.00) for all damages arising out of bodily injuries to or death of two or more persons in any one occurrence, and, regular Protective Prop- erty Damage Liability Insurance providing for a lim- it of not less than Two Hundred Thousand Dollars ($200,000.00) for all damages arising out of injury to or destruction of property in any one occurrence, and, subject to that limit per occurrence, a total limit of Five Hundred Thousand Dollars ($500,000.00) for all damages arising out of injury to or destruc- tion of property during the policy period. The insurance hereinbefore specified shall be carried until all work contemplated in the contractor 's agreement with the County shall be satisfactorily completed and formally ac- cepted by the County. The Railroad Company Protective Public Liability and Property Damage Liability Insurance policies aforesaid shall bear an endorsement reading as follows : Railroad Company Protective Insurance Endorsement Covering Bodily Injury and Property Damage In consideration of the premium charged for the pol- icy of insurance to which this endorsement is attached it is further understood and agreed as follows : 1. That Union Pacific Railroad Company is herein- 4 after referred to as the "Insured. " 2. That the Insurtnce 'Company hereby agrees to pay to and on behalf of the Insured and indemnify the Insured against : (A) All loss from the liability imposed upon the Insured by law for damages for bodily injuries (in- cluding death at any time resulting therefrom, and includ- ing care and loss of service) suffered or alleged to have been suffered by any person or persons (including, but not limited to, passengers and employes of the Insured) caused by, resulting from or in any manner connected with the Exh.C 0055 2 . .. prosecution of the work hereinafter described; and (B) All loss from and liability for damage to or loss ordestruction of property and loss of use there- of (including, but not limited to, property owned, leased, occupied or used by, or in the care, custody and control of the Insured or any employe of the Insured) , caused by, resulting from or in any manner connected with the prose- cution of the work hereinafter described. 3. The Insurance Company hereby agrees : (A) To defend in the name of and on behalf of the Insured any suit or action brought against the Insur- ed seeking damages on account of any such bodily injury or death, or property damage, loss or destruction, even if such suit or action is groundless, false or fraudulent; PROVIDED, however, that the defense of any suit or action (or the prosecution of any subrogation rights) within the scope of the coverage of this policy shall be handled in cooperation with the Insured if the latter so chooses. (B) To pay, irrespective of the limits of li- ability stated in this endorsement, all costs, all premi- ums on attachment and appeal bonds taxed against the In- sured or required in any such proceedings, all expenses incurred by the Insured, and all interest accruing after entry of judgment against such part thereof as shall not be in excess of the limits of the Insurance Company's li- ability until the Insurance Company has paid, tendered or deposited in court the amount of such judgment or such part thereof as does not exceed the limits of the Insur- ance Company's liability as expressed in this. endorsement. 4. Description of the work: The Insurance Com- pany hereby agrees that the work herein referred to shall mean all work and operations performed upon, over or un- der Insured's right of way, tracks and other property by the Contractor hereinafter named or any subcontractor or the agents or employes of either in connection with a con- tract dated , between County of Weld, State of Colorado, and (Name of Contractor) , and any amendments thereof and sup- plements thereto for the performance of the following work: Any and all work of construction, reconstruction, mainte- nance, renewal or repair on the public highway of said Weld County extending southerly from the east-west center line of Section 6, Township 4 North, Range 65 West of the Sixth Principal Meridian, to a line beyond the westerly border of said Section 6, said line being parallel with and 50 feet northwesterly of the center line of Union Pacific Exh.C 43055 3 Railroad Company 's main track, the portions of said highway located on the right of way of Union Pacific Railroad Com- pany being more particularly described in agreement dated between Union Pacific Railroad Company and County of Weld, State of Colorado, said agree- ment being identified in the records of the Railroad Com- pany as C. D. No. 43055. 5. The Insurance Company hereby agrees that all exclusions in the policy of insurance to which this en- dorsement is attached are hereby deleted, but it is under- stood and agreed that this endorsement does not cover any liability or loss as a result of bodily injury or death, or property damage or destruction . (A) Caused solely by the negligence of the Insured, its agents or employes; or (B) Suffered by any person or persons, or occasioned to any property, on account of whose injury or death or the damage or destruction of which the In- sured shall have by agreement or otherwise voluntarily assumed or retained liability which, without such agreement, would not attach; PROVIDED, however, this endorsement shall cover any liability of the Insured arising from or as a part of any contract for the car- riage of persons or property as a common carrier, and any liability as a bailee or otherwise of property, including rolling stock and equipment. 6. It is further understood and agreed that when employes of the Insured are loaned or assigned to the contractor or his subcontractors to perform work in con- nection with his operations covered by this endorsement which is not in any way the work, business or operation of the trains of Union Pacific Railroad Company, or is not done under direct control of the Insured, and if such employes of the Insured are subject to the direction and control of the contractor, his agents, employes or subcon- tractors, in all matters pertaining to their work, then P for the purpose of this insurance such employes shall be regarded as employes of the contractor. 7. The limits of the Insurance Company 's liability under this endorsement to the Insured are as follows : Each Each Occurrence Person or Accident Aggregate Bodily injuries and Not death coverage : $100,000.00 $500,000.00 Applicable Property damage Not coverage : Applicable $200,000.00 $500,000.00 Exh,C 43055 4 . . . At 8. Anything in the policy to which this endorse- ment is attached to the contrary notwithstanding, cover- age provided under this policy is exclusive of any car- ried by the Insured, and coverages provided under this policy shall be exhausted first, notwithstanding the fact that the Insured may have other valid and collectible in- surance covering the same risk, 9. Anything in the policy to which this endorse- ment is attached to the contrary notwithstanding, the pol- icy shall not be cancelled, altered, amended or coverage reduced without the giving of not less than thirty days written notice by the Insurance Company to Union Pacific Railroad Company and the County, 10. Liability for payment of premiums under the policy to which this endorsement is attached is solely upon the contractor named in paragraph 4 hereof. 11. Any of the provisions of the policy to which this endorsement is attached, inconsistent with this en- dorsement, are hereby amended to conform with this endorse- ment; but, except as hereby modified and supplemented, the provisions of this policy shall be and remain in full force and effect. This endorsement is to be attached to and forms a part of Policy No, issued to Union Pacific Railroad Company and shallf.become effective on the day of , 19---, at the hour designated in said policy. IN WITNESS WHEREOF, the Insurance Company has caused this endorsement to be signed by its President; but the same shall not be binding upon the Company unless countersigned by its authorized agent, fresident Countersigned at J By Authorized Agent Eh ,C 4055 5 RESOLUTION WHEREAS, UNION PACIFIC RAILROAD COMPANY has tendered to COUNTY OF WELD, STATE OF COLORADO, an agreement covering the leasing of premises of the Railroad Company near La Salle in Weld County, Colorado, to be used for highway purposes only, , and also covering the granting to the County of the right to maintain a highway across the right of way and tracks of the Railroad Company near La Salle in said county; said agreement being identified as Railroad Company' s C. D. No. 43055; and WHEREAS, the Board of County Commissioners of Weld County, State of Colorado, has said proposed agreement before it and has given it careful review and consideration; and WHEREAS, it is considered that the best interests of said County of Weld, State of Colorado, will be subserved by the acceptance of said agreement; THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COUNTY OF WELD, STATE OF COLORADO : That the terms of the agreement submitted by Union Pacific Railroad Company as aforesaid be and the same hereby are accepted in behalf of County of Weld, State of Colorado; That the Chairman of the Board of County Commission- ers of said County hereby is authorized, empowered and direc- ted to execute said agreement on behalf of said County, and ' that the County Clerk hereby is authorized and directed to at- test said agreement and to attach to each duplicate original of said agreement a certified copy of this resolution. STATE OF COLORADO ss COUNTY OF WELD //�� I, ( -,7 b l , County Clerk of the County of Weld, State of Coi&bado, hereby certify that the above and foregoing is a trues full and correct copy of a res- olution adopted by the Board of County Commissioners of the County of Weld, State of Colorado, at a meeting hel according to law at Greeley, Colorado, on the , In day of , 1957, as the same appears on file and of record in((this office. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal gf-vthe County of Weld, State of Colorado, this ) ' day .of c �._� , 1957. QQ CNnNJ/�/�' f County Clerk of the County of Weld, /Mate C lorado. (Seal) 2A1 1Q-Y2A4*/`,� ,e .. Cpe et GPte` 1?-7-4 bev,„g,, Qy W� APPROVED 1116 ............... day &f Erman or of County Commissioners. Hello