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North Ohio Street New Track Connectiont UPRR Folder 2263-13 AGREEMENT COVERING NEW TRACK CONNECTION NEAR SALINA, KANSAS This Agreement ("Agreement") is made and entered into this 3" day of 2005, by and between the CITY OF SALINA, KANSAS, a Kansas municipal corpo ation (the "City") and UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (the "Railroad"). RECITALS A. . The City entered into an agreement with the Kansas Secretary of Transportation (the "Secretary") dated April 22, 2002 (the "Original Agreement") for Kansas Department of Transportation ("KDOT") Project No. 85 K-8307-01 covering the grade separation project at North Ohio Street, over the Railroad's tracks and the Kansas and Oklahoma Railroad Company's tracks in Salina, Saline County, Kansas (the "Project"). B. The City entered into an agreement with the Secretary dated July 21, 2004 (the "Supplemental Agreement") to separate the grading required for the Railroad's spur track construction from the Project and to create a second stage (02) to accommodate train traffic during the construction of the remaining activities in stage (01). C. , The Supplemental Agreement modified the Project No. to be 85 K-8307- 01, 02 and added paragraph 11 a to the Original Agreement to provide that:: The Secretary and the City agree that the Secretary shall let the 85 K- 8307-02 stage of the Project earlier than the 85 K-8307-01 stage. The grading and subballast will be built under the 85 K-8307-02 stage. The Railroad will construct their track and facilities on the grading and subballast after the 85 K-8307-02 stage has been completed. D. References in this Agreement to obligations or responsibilities of the "City" refer collectively to the Secretary and the City as their respective obligations and responsibilities in relation to the Project are addressed in the. Original Agreement and the Supplemental Agreement. CADocuments and Settings\olearys\Local Settings\Temporary Internet Fi1es\0LK5B\8a1ina 2 -party Agmt Final.doc E. The term "Project Expense" shall be deemed the allocation of Project expenses between KDOT and the City as set forth in the Original Agreement. F. The term `'Contractor" as used in this Agreement shall mean any individual, partnership, firm, corporation, or any combination thereof hired by the City including their respective officers, agents, employees and their respective subcontractors including officers, agents and employees that will be performing any Project work under this Agreement. G. This Agreement is intended to cover the Project work that is not covered in the UP/KDOT/CITY Agreement described in Section 1 below. AGREEMENT NOW, THEREFORE, the parties mutually agree as follows: Section 1. SEPARATE AGREEMENT BETWEEN RAILROAD, KDOT AND CITY A. The Railroad, KDOT and the City will be entering into simultaneously with the execution of this Agreement a separate agreement covering KDOT's grading, subballasting and ditch work in connection with the construction of the Track Connection -(as defined below). The separate agreement between the Railroad, KDOT and the City is hereinafter referred to as the "UP/KDOT/CITY Agreement". B. The Railroad and the City agree that no Project work is to commence under this Agreement until the Railroad and the City have executed this Agreement, and the Railroad, KDOT and the City have executed the UP/KDOT/CITY Agreement. Section 2. TRACK CONNECTION; TRACK CONNECTION PROPERTY; REAL ESTATE PROVISIONS A. As part of the Project, the City, as a Project expense and at no cost to the Railroad, has acquired, or will be acquiring, all property that is required for the Railroad to construct a railroad track connection located west of Marymount Road which will connect the Railroad's Salina Subdivision at approximate Milepost 184.2 to the Railroad's Trigo Industrial Lead at approximate Milepost 493.2 as such track connection is shown on the Railroad's print dated November 16, 2001, with the latest revision date being February 2, 2005, marked Exhibit A, attached hereto and hereby made a part hereof (the "Track Connection"). The property for such Track Connection is shown on the City's print marked Exhibit A-1, attached hereto and hereby made a part hereof (the "Track Connection Property"). B. The real estate provisions contained in Exhibit B, attached hereto, are hereby, made a part of this Agreement. Section 3. ABANDONED TRACKAGE AND REMOVAL; DISCLAIMER; CADocuments and SettingsVearys\Local Settings\Temporary Internet Files\OLK5B\Sa2 3 2-party Agmt Final.doc BILL OF SALE A. The portions of the Railroad's trackage to be abandoned pursuant to the terms and conditions of this Agreement, and in accordance with applicable federal and state law, after the Railroad has commenced railroad operations over the Track Connection are shown and described on the Railroad's print dated March 1 2005, marked Exhibit A-2, attached hereto and hereby made a part hereof (the "Abandoned Trackage"). B. The portions of the property underlying the Abandoned Trackage where the title to such property is nonreversionary in nature and held by the Railroad in fee are shown and marked on the Railroad's print dated February 17, 2005, and marked Exhibit D, attached hereto and hereby made a part hereof. The Railroad shall retain its fee title in all such no.nreversionary property. C. The portions of the property underlying the Abandoned Trackage where the title to such property is reversionary in nature upon abandonment are shown and marked on Exhibit D. D. After the Railroad has commenced railroad operations over the Track Connection and has removed the portions of the Abandoned Trackage described in Section 3.E below, the Railroad shall execute and record, at its expense, a Disclaimer in the records of Saline County in the form marked Exhibit E, attached hereto and hereby made a part hereof, with respect to the reversionary property shown on Exhibit D. E. Subject to the condition that Closing has occurred as set forth in Article VII of Exhibit B and after the Railroad has commenced railroad operations on the Track Connection, the Railroad, at its expense and within six (6) months thereafter, shall, except as provided in Section 3.G below, (i) remove all of the Abandoned Trackage (rails, ties and other track material) in accordance with applicable federal and state law, (ii) leave all ballast in place but grade and even out the ballast, and (iii) install two earthen bumpers located west of North Second Street on the Trigo Industrial Lead and west of North Third Street on the OKT Track. The Railroad shall retain all rail salvage in connection with such work. F. Subject to the condition that Closing has occurred as set forth in Article VII of Exhibit B and after the Railroad has commenced railroad operations on the Track Connection, the Railroad shall sell to the City for One Dollar ($1.00) all rail, ties, ballast and other track materials that are to be removed by the City as set forth in Section 3.G below, by executing and delivering to the City a Bill of Sale in the form marked Exhibit C, attached hereto and, hereby made a part hereof. G. Subject to the condition that Closing has occurred as set forth in Article VII of Exhibit B and after the Railroad has (i) commenced railroad operations on the Track Connection and (ii) signed and delivered the Bill of Sale to the City, the City, at its expense, shall (a) remove those portions of the Abandoned Trackage (rail, ties and GALAWADM\PAR\KJ0\Sa1ina 2 -party Agmt Final.doc 3 other track material) in public street right-of-way west of Railroad Milepost 494.12 in which a public street is located including, without limitation, Ohio Street and the other public streets that are described in Exhibit F, attached hereto and hereby made a part hereof, (b) remove all traffic control signs and facilities, (c) remove the railroad crossing signal devices at Ohio and North Second Streets on the Trigo Industrial Lead, and (d) reconstruct such streets so that the elevation at each crossing matches the elevation of the adjacent street approaches. The City shall retain.all rail salvage in connection with such work. Section 4. CLOSURE OF OHIO STREET CROSSING A. As part of the Project, the City has requested the permanent closure of the Ohio Street at -grade public road crossing as Ohio Street crosses the Railroad's OKT track at Milepost 185.25 (DOT No. 602 804C). The City is requesting such closure to occur immediately upon the execution of this Agreement and in advance of the Railroad's construction activities involving the Track Connection in order to help facilitate construction phasing involving the Overpass Work (as such term is defined in Section 9A). B. The Railroad agrees that the City may close the crossing described in Paragraph A above upon the execution of this Agreement. Section 5. RAILROAD'S COMMENCEMENT OF CONSTRUCTION AND AND CONSTRUCTION SCHEDULE. Subject to the condition that Closing (as defined and set forth in Article VII of Exhibit B) has occurred, the Railroad, at its expense, shall furnish the finish track ballast, ties and rail in compliance with the Plans and then construct the Track Connection in compliance with the Plans. The Railroad shall endeavor to complete the construction of the Track Connection in a timely manner but the City agrees that the Railroad shall have no liability to the City, KDOT, the Contractor or any other person or entity if the Railroad does not complete such work within any time frames or construction schedules that the City, KDOT or Contractor may have for the Project. Section 6. OTHER CITY RESPONSIBILITIES. The City, as a Project Expense and at no cost to the Railroad, shall obtain all federal, state, local or third party construction and zoning permits, consents and wetlands mitigation permits (including, without limitation, discovery involving flora and faunae mitigation and protection) that are required in connection with the Railroad's construction of the Track Connection including, without limitation, any permits or consents that may be required in connection with the Railroad's construction of the Track Connection wye track that will cross over the existing flood control dike. If any such permits or consents require any work of mitigation, protection or any other work, the City shall perform all of such work and shall , bear all costs thereof before the Railroad is obligated to commence its construction of the Track Connection. CADocuments and SettingsVearys\Local Settings\Temporary Internet Files\OLK5B\Sa4a 2 -party Agmt Final.doc Section 7. OTHER WORK TO BE PERFORMED BY RAILROAD. A. The Railroad, at its expense, shall construct and maintain in compliance with the Plans (i) the one concrete 40 -foot public street crossing that will be located on the Track Connection at Schelinbarger Street at Railroad Engineering Station 4+03.7 (DOT 818 383T) as shown on Exhibit A'and (ii) the one concrete 40 -foot public street crossing within a 60 -foot public street right-of-way that will be located on the Track Connection for Industrial Road at Railroad Engineering Station 17+54 as shown on Exhibit A. The Railroad's maintenance responsibilities for the two crossings shall be limited to the Railroad maintaining the track structure out to the end of the ties at such locations with the City, at its expense, maintaining the street approaches for both streets. B. The Railroad, at its expense, shall bear all costs of quality control and field inspection work for all work that the Railroad is responsible for.in performing under the Project. C. The Railroad, at its expense, shall maintain and repair the Track Connection and Track Connection Property upon its completion. Section 8. COST OF DESIGN AND CONSTRUCTION OF TRACK CONNECTION. The estimated costs of the City in the design and construction of its portion of the work involving the Track Connection are outlined on Exhibit G, attached hereto and hereby made a part hereof. The estimated costs of the 'Railroad in connection with its portion of the work involving the Track Connection are outlined on Exhibit G-1, attached hereto and hereby made a part hereof. Within six (6) months after the completion of construction of the Track Connection, the Railroad shall provide the City with an accounting of its actual costs associated with its portion of the work involving the Track Connection. Section 9. WORK STANDARDS. All work by the City and the Railroad shall be performed in a good, workmanlike manner and in accordance with the Plans. Section 10. RECORDS AUDIT. The books, papers, and accounts of both parties relating to items of expense, labor and materials,' or any other manner relating to the work to be completed under this Agreement shall at all reasonable time during regular office hours be open to inspection and audit by authorized agents of the other party for a period of three (3) years from the date of first use of Track Connection by the Railroad. CADocuments and Settings\olearys\Local Settings\Temporary Internet Files\0LK5B\Sa53 2 -party Agmt Final.doc Section 11. FEDERAL AID POLICY GUIDE. If any federal funding is obtained for the Project, the provisions of the Federal Aid Policy Guide as contained in 23 GFR, 140, Subpart 1 and 23 CFR 646, Subparts A and B are hereby incorporated into this Agreement by reference. Section 12. NOTICES. Any notices required or desired to be given under this Agreement shall be in writing and personally served, given by overnight express delivery, or given by mail. Telecopy notices shall be deemed valid only to the extent they are (i) actually received by the individual to whom addressed and (ii) followed by delivery of actual notice in the manner described above within three (3) business days thereafter. Any notice given by mail shall be sent, postage prepaid, by certified mail, return receipt requested, addressed to the respective party to receive at the, following address or at such other address as the party may from time to time direct in writing: City: City of Salina Attn.: Director of Public Works 300 West Ash Street Salina, Kansas 67401 Facsimile: 785-309-5713 Railroad: Union Pacific Railroad Company Attn: Assistant Vice President Engineering -.Design 1400 Douglas, Mail Stop 0910 Omaha, Nebraska 68179 Facsimile 402-501-0478 Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be deemed to be given three (3) days after deposit with the United States Postal Service. Section 13. ASSIGNMENT. Neither this Agreement nor any rights granted herein shall be assigned by either the City or the Railroad without the advance written consent of the other, which consent shall not unreasonably be withheld. Section 14. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and authorized assigns. CADocuments and Settings\olearys\Local Settings\Temporary Internet Fi1es\0LK5B\Sa83 2 -party Agmt Final.doc IN WITNESS WHEREOF, the duly authorized officers of the parties have executed this Agreement as of the day and year first above written. tte t'L�& Lieu Ann Elsey, City Clerk CITY OF SALINA, KANSAS Deborah P. Divine, Mayor UNION PACIFIC RAILROAD COMPANY 44z2 - r'j,1_1 . ., C:\DOCUME-1\fisherk\LOCALS-1\Temp\Salina 2-party.Agmt Final.doc 7 ii 09000 - zzb8l do N7 MON do'd 88.0696 ! { �I I1/A •,110 si OZ'LLK696 I is I 1 I I • O LL =a b0"01 9002-2)bW-01=Pa+oaaua0 ally+old u6p•josolyo\u6p\saasn\:o ( 995nas3) , I I' I I s ' I I I � I e I is I 1 I I • O LL =a b0"01 9002-2)bW-01=Pa+oaaua0 ally+old u6p•josolyo\u6p\saasn\:o ( 995nas3) kDOT Prof. No. 85 K-8307-02 �;•r `•; � z � . North Ohio St. Railroad Spur -I'' STA. 0+00.00 BEGIN �� .. Salina, Ks. Connecting Trock �� ti " /2//4/04 I Sta. 9693+00.00 IUPJ 1>4 fa SA*—J-P S' Install Road Crossi `= y R� Sta. 3+75,17.7'(5.40 m) Rt. Install 30'x 36E.P. (RCP) (750 mm x 10.8 mJ with End Sections Dc 8°20'00.0020" „. R 688-1557(209.75 m) New RR , M R Delta 55'2 09.3/26" I � Temp. Esmt.2 T 36/ 0543' (l10.049 ml ( I I New RR R/W New RR R/W t g / Dc 8°2900.0020" I / R 688 1557'(209.75 m) Delta l 75/'40.3154" T 944. 565'(287.96/8 m) I I Sta. 12+27 Install Sto. /2+50 Install o ` " 1 36'x 36' CRP (RCP) 36" x 36' CRP (RCP) (900 mm x //.0 m) (900 mm x 11.0 m) with End Section with End Sections STA. 0+00.00 BEGIN West Leg Wye = Sta. 97/0+32.63 i Temp. Esmt. New R/W Thomas Park m E MARCYE LN m 4 co I n E GRAY RD COLLEGE C f � E EUCLID AVE �°`a W OTIS AVE E OTIS AVE # W ANTRIM AVE E ANTRIM AVE as,i k •' E HAMILTON AVE LL co E HARSH AVE _ � 0 m � �e� -: oll %,� _•.. �+y�..�4~ W PACIFIC AVE�. coy E F'A IFI AVEQ � - �� W WOODLAND AVE � nr ;t A LAND AVE A co _ W ' GRAND e.1� �, �' �"a�� PRIOSPECTAVE co "' - 'VAN HORNE ST � '[ co co_ DEU�iEY SY wtom—z "' , r " :�Af a HI} ;ON DFS i s ❑c NORTH ST � W NORTH ST �' f— -co. �'' _ =/ "o 4tiVE1DE m _.� , '4�1C ST ele co }CIRCLE DR <. u, W ELM ST t— Lu E E LM ST . , !11,� t— = a f„ u �,, fn to w �s Lu Lu co � s� z mco co co co in STATE STco ,-- ECOUNTRY CLU B RID rrejaff {' �, w �IETTA AVE Salinas � � co E IRON AVE <� � w "' E IRON AVE � m � Z Q w �< CRESTVIE co U-1 — rr1 cr} CD Llzeuz MCARTHUR LN co co w Z � � � r��, � EXHIBIT "A-2" r a C> n LEWNDI ORArN BYt KBCOX UNION PACIFIC OFFICE OF DATE: 03/01/05 CHIEF ENGINEER DESIGN SOLE: NTS L 'DENVER SERVICE UNIT #14 rim= CALL BEFORE REMOVE OKT TRACKAGE............ M. P. 185 SALINA SUB OPTIC YOU OIG REMOVE TRIGO IND. LEAD TRACKAGE.. CAO FILE: SALINA, KANSAS Cw81.6 1-800.336-9193 =IIn@ Cele st n� DRArING NO.: TRACK TO BE ABANDONED FOR OHIO STREET GRADE SEP. PROJECT CAUsers\Dgn\SALINA OH[OREM.DGN 03/07/05 03:53:49 PM EXHIBIT R REAL ESTATE PROVISIONS Article I. TEMORARY CONSTRUCTION EASEMENTS. The City, as a Project Expense and at no cost to the Railroad, shall obtain from third party owners a temporary construction easement on, along and over the portions of property shown and marked on Exhibit A-1 which will allow the Railroad, at no cost to the Railroad, to use such portions of property to facilitate its construction of the Track Connection. Article II. TRACK CONNECTION PROPERTY. The City, as a Project Expense and at no cost to the Railroad, has acquired, or will acquire, a fee interest in the Track Connection Property and convey a fee interest to the Railroad for One Dollar ($1.00) by executing and delivering a Warranty Deed to the Railroad at Closing (as defined and set forth in Article VII below). If the Railroad discontinues operating on the Track Connection Property and determines in its sole discretion to cease all railroad operations thereon ("Determination"), the City shall have the option to repurchase the Track Connection Property for the purchase price of One Dollar ($1.00) for a period of six (6) months following UP's Determination. The Warranty Deed shall include as a deed covenant the City's option to repurchase the Track Connection Property following such Determination and shall otherwise be subject to only the easements, exceptions and reservations contained in the Preliminary Review Documents (as defined and set forth in Article I I I below) that the Railroad has approved or waived during the Railroad's review process set forth in Article III below. Article III. TITLE AND SURVEY REVIEW. Within sixty (60) days after the City and the Railroad have executed this Agreement, the City, at its expense, shall obtain surveys, current or updated preliminary title reports (together with copies of all documents referred to in such reports) and legal descriptions for the Track Connection Property (collectively, the "Preliminary Review Documents"). The City shall have the survey company when performing its survey also check and provide to the City the information described in Exhibit I, attached hereto and hereby made a part hereof. After receiving all of the Preliminary Review Documents, the Railroad shall. have sixty (60) days to review the Preliminary: Review Documents in which to approve or disapprove any defects in the title to the Track Connection Property, or any liens, encumbrances, covenants, rights of way, easements or other outstanding rights disclosed by the Preliminary Review Documents. The Railroad's disapproval shall be by written notice given by the Railroad to the City setting forth the specific item or items disapproved by the Railroad. The City, at its expense, shall remedy and clear any items in the Preliminary Review Documents that the CADocuments and Settings\olearys\Local Settings\Temporary Internet Fi1es\0LK5B\Sa1ina 2 -party Agmt Final.doc. Railroad has disapproved of including, but not limited to, utilizing the City's power of condemnation to remedy and clear any adverse title or other claims. Article IV. RAILROAD'S ENVIRONMENTAL REVIEW. Within sixty (60) days after the execution of this Agreement, the City, at its expense, shall obtain a Phase I report of the Track. Connection Property and provide the report to the Railroad. The Railroad, if it so elects and at the City's expense, shall have the right for the Railroad, and its agents, contractors and consultants, for a period of ninety (90) days after the Railroad has received the Phase I report from the City, of entering upon the Track Connection Property for the purpose of "performing environmental audits and soil tests as the Railroad may deem necessary in order to determine the environmental conditions of the Track Connection Property. All feasibility testing, costs and expenses incurred by the Railroad, including, without limitation, the Railroad hiring its own consultant to perform a Phase I and/or Phase. II of the Track Connection Property shall be reimbursed by the City. If the results of such feasibility testing and studies are unsatisfactory to the Railroad in its reasonable opinion, the City, at its expense, shall be responsible for correcting and/or remediating any contamination existing. on, at or under the Track Connection Property as of the date of Closing. The City, at its expense and within sixty (60) days after the execution of this Agreement, shall also be responsible in having all third_ parties owning any of the Track Connection Property agreeing to allow the Railroad and its agents, contractors and consultants, to perform feasibility studies and tests on such property at no cost to the Railroad. Article V. TITLE INSURANCE POLICY. The City, at its expense, shall have the title .company hired by the City (the "Title Company") which will be performing the title work necessary for the City to acquire the, Track Connection Property issue to the Railroad at Closing an extended coverage owner's policy of title insurance issued by Title Company to the Railroad (the "Title Policy"), in an amount equal to or greater than the approximate fair market value of the Track Connection Property, that ensures in the Railroad's name a fee interest in the Track Connection Property. Article VI. RAILROAD TO ACCEPT TRACK WORK PERFORMED BY CONTRACTOR. Before the, Railroad is required to record the Disclaimer and execute and deliver the Bill of Sale to the City, the Railroad shall first provide written notice to the City that all grading, subballasting and other track or construction work performed by the Contractor for the Track Connection, or on any other property to be used by the Railroad has been constructed to the Railroad's standards and is acceptable to the Railroad. CIDOCUments and Settings\olearys\Local Settings\Temporary Internet Files\OLK5B\Sa2a 2 -party Agmt Final.doc Article VII. CLOSING. A. The following shall have occurred prior to Closing: (i) The Railroad has completed its review of the Preliminary Review Documents and ,the City has remedied and cleared any items in the Preliminary Review Documents that the Railroad disapproved of when performing its review pursuant to Article III above; (ii) The City has corrected or remediated any geotechnical problems or contamination existing on, at or under the Track Connection Property as set forth in Article IV above; (iii) The Railroad shall have provided written notice to the City that all grading, subballasting and other track or construction work performed 'by the Contractor has been constructed to Railroad standards and is acceptable, to the Railroad as provided in Article VI above; (iv) The City has obtained all permits and consents as set forth in Section 6 of this Agreement; and (v) The Title Company is prepared to issue the Title Policy to the Railroad subject only to the' easements, exceptions and reservations that the Railroad has approved or waived. B. When the conditions precedent described in Article VII A above have been met, the City and the Railroad shall mutually agree upon a closing date ("Closing"). At Closing: (i) The City shall execute and deliver the Warranty Deed to the Railroad in such form as set forth in Article II above; and (ii) The Title Company shall issue and delivery the Title Policy to the Railroad. C. The Railroad will bear the cost of recording the Warranty Deed in the County Records. All other costs shall be borne by the City including, without limitation, the cost of the Title Policy. GADocuments and Settings\olearys\Local Settings\Temporary Internet Files\OLK5B\Salina 2 -party Agmt Final.doc EXHIBIT 1 TO EXHIBIT B As provided in Article III of Exhibit B, the survey company hired by the City when performing its survey work shall include in its survey work and investigations the following: 1. Monuments placed (or a reference monument or witness to the corner) at all major corners of the boundary of the property, unless already marked or referenced by an existing monument or witness to the corner. 2. Vicinity map showing the property surveyed in reference to nearby highway(s) or major street intersection(s). 3. Flood zone designation (with proper annotation based on Federal Flood Insurance Rate Maps or the state or local equivalent, by scaled map location and graphic plotting only). 4. Land area as specified by the client. 5. Contours and the datum of the elevations. 6. Indication of access to a public way such as curb cuts and driveways. 7. Location of utilities (representative examples of which are shown below) existing on .or serving the surveyed property as determined by: a) Observed evidence" b) Observed evidence together with plans and markings provided by.client, utility companies, and other appropriate sources (with reference as to the source of information) • Railroad tracks and sidings; • Manholes, catch basins, valve. vaults or other surface indications of subterranean uses; • Wires and cables (including their function) crossing the surveyed premises, all poles on or within ten feet of the surveyed premises, and the dimensions of all crosswires or overhangs affecting the surveyed premises; and • Utility company installations on the surveyed premises. 8. Any changes in street right-of-way lines either completed or proposed, and available from the controlling jurisdiction. Observable evidence of recent street or sidewalk construction or repairs. 9. Observable evidence of site use as a solid waste dump, sump or sanitary landfill. CADocuments and Seltingsblearyslocal Settings\Temporary Internet Files\01-K513\Salina 2 -party Agmt Final.doc EXHIBIT C BILL OF SALE UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Seller") for and in consideration of One Dollar ($1.00) does hereby sell, transfer and deliver to CITY OF SALINA, a Kansas municipal corporation ("Buyer"), its successors and assigns, Seller's right, title and interest in the following described personal property, to wit: All rail, ties, ballast and other track.material located within the limits of the public streets in Salina, Saline County, Kansas, that are described and listed on Exhibit A, attached hereto and hereby made a part hereof. SELLER, BY THIS INSTRUMENT, MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND FURTHER MAKES NO WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING UNDERSTOOD THAT BUYER IS PURCHASING THE PERSONAL PROPERTY DESCRIBED ABOVE IN AN "AS IS" AND "WHERE IS" CONDITION WITH ALL FAULTS. IN WITNESS WHEREOF, Seller has duly executed this instrument as of the. day of --120-. UNION PACIFIC RAILROAD COMPANY By Printed Name: Title: CADocuments and Settings\olearys\Local Settings\Temporary Internet Files\01-M \Salina 2 -party Agmt Final.doc EXHIBIT A TO BILL OF SALE Triao Industrial Lead Ohio Street MP 494.12 3 — tracks DOT 429034J North Street MP 494.40 2 — tracks DOT 429032V North Front'Street MP 494.58 2 - tracks DOT 429031 N N. Second Street MP 494.6 1 — track DOT 42903OG CADocuments and Settings\olearyslocal Settings\Temporary Internet Files\01-K58\Salina 2 -party Agmt Final.doc OKT Track Ohio Street MP 185.25 1 - track DOT 602804C North Front Street MP 185.80 1 - track DOT 602805J N. Second Street MP 185.90 1 - track DOT 602806R E. North Street MP 185.95 1 - track DOT 602807X North 3rd Street MP 185.99 1 - track DOT 602808E DISCLAIMER UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Union Pacific") disclaims any right, title or interest in the property in Saline County, Kansas, described in Exhibit A, hereto attached and hereby made a part hereof. IN WITNESS WHEREOF, Union Pacific has duly executed this Disclaimer as of the day of , 200_. Attest: Assistant Secretary (Seal) UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By_ Title: CADocurnents and Settings\olearyslocal Settings\Temporary Internet Files\01-K513\Salina 2 -party Agmt Final.doc ACKNOWLEDGMENT STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) On , 200_, before me, a Notary Public in and for said County and State, personally appeared and , who are the and Assistant Secretary, respectively, of Union Pacific Railroad Company, a Delaware corporation, and who are personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to in the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon. behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. (Seal) Notary Public CADocuments and Settings\olearys\Local Settings\Temporary Intelnet Files\OLKWSalina 2 -party Agmt Final.doc EXHIBIT A TO DISCLAIMER LEGAL DESCRIPTION OF DISCLAIMED PROPERTY C:\Documents and Settings\olearys\Local Settings\Temporary Internet FilesNOLK5B\Salina 2 -party Agmt Final.doc Triao Industrial Lead Ohio Street MP 494.12 3 - tracks DOT 429034J North Street MP 494.40 2 — tracks DOT 429032V North Front Street MP 494.58 2 — tracks DOT 429031 N N. Second Street MP 494.6 1 — track DOT 42903OG CADocuments and Settings\olearys\Local Settings\Temporary Internet Fi1es\0LK5B\Sa1ina 2 -party Agmt Final.doc OKT Track Ohio Street MP 185.25 1 - track DOT 602804C North Front Street MP 185.80 1 - track DOT 602805J N. Second Street MP 185.90 1 - track DOT 602806R E. North Street MP 185.95 1 - track DOT 602807X North 3rd Street MP 185.99 1 -track DOT 602808E FROM : SALINA ENGINEERING -UTILITIES PHONE NO. : 1 785 309 5713 May. 03 2005 08:55AM P2 �.. EXHIBIT G PROD. NO. 85 K-8307-02 NORTH OHIO STREET OVERPASS - RR SPUR GRADING SALINA, KANSAS ESTIMATORS: TME WCEA FILE: X2 410 014 P06 TC 63 DATE: 2/1512005 STAGE: Final FILE NAME: Cost Estimates.xis DESCRIPTION QUANTITY UNIT UNIT PRICE EXTENSION Contractor Construction Staking L.S. L.S. $3,000.00 $3,000.00 Field Office and Laboratory (Type A) 1 each $4,800.00 $4,800.00 Mobilization L.S. L.S. $13,000.00 $13,000.00 Clearing and Grubbing L.S. L.S_ $3,000.00 $3,000.00 Common Excavation 485 cu m $2.00 $970.00 Common Excavation (Contractor Furn.) 19 118 cu m $4.00 $76,472.00 Compaction of Earthwork (Type AA) (MR -0-5) 11 935 cu m $1.50 $17,902.50 Compaction of Earthwork (Type 8) (MR -90) 2767 cu m $1.00 $2,767.00 Water (Grading) (Set) 'I cu m $5.85 $5.85 Concrete (Grade 28) 4.5 cu m $450.00 $2,025.00 Reinforcing Steel (Grade 420) 150 kg $1.55 $232.50 Lime (Hydrated) 169 Mg $144.00 $24,336.00 Water (Lime Treated Subgrade) 1 Mg $5.85 $5.85 Manipulation (Lime Treated Subgrade) 12 579 cu m $2.00 $25,158.00 Entrance Pipe (750 mm) (RCP) 10.8 m $150.00 $1,620.00 Crossroad Pipe (900 mm) (RCP) 95.2 m $185.00 $17,612.00 End Section (750 mm) (RC) 2 each $487.00 $974.00 End Section (900 mm) (RC) 20 each $745.00 $14,900.00 Water (Aggregate Base) (Set) 1 Mg $5.85 $5.55 Surfacing Combined Material (AB -1) (RR Sub -ballast) 8 594 Mg $17.00 $146,098.00 Surfacing Material (AB -3) 153 cu m $58.50 $8,950.50 Traffic Control L.S. L.S. $1,500.00 $1,500-00 Temporary Seeding Fertilizer (16-20.00) 113 kg $0.70 $79.10 Ryegrass Seed 14 kg $7.20 $100.80 Canada Wildrye Grass Seed 27 kg $17.50 $472.50 Temporary Ditch Check 35 m $5.30 $185.50 Temporary Slope Barrier (Set) 1 m $8.00 $8.00 Sediment Removal (Set) 1 cu m $35.00 $35.00 Mulching 1 ha $360.00 $252.00 FROM SALINA ENGINEERING -UTILITIES PHONE NO. : 1 785 309 5713 May. 03 2005 08:55RM P3 -DESCRIPTION QUANTITY UNIT UNIT PRICE EXTENSION Permanent Seeding , Fertilizer (16-20-00) 180 kg $0.70 $126.00 Big Bluestem Grass Seed (Kaw) 3 kg $21.90 $65.70 Blue Grama Grass Seed (Lovington) 1 kg $22.50 $15.75 Canada Wildrye Grass Seed 4 kg $21.20 $84.80 Indiangrass Seed (Osage) 1 kg $23.70 $16.59 Little Bluestem Grass Seed (Aldous) 3 kg $23.30 $69.90 Side Oats Grama Grass Seed (EI Reno) 5 kg $20.00 $160.00 Switchgrass Seed (Blackwell) 1 kg $25.00 $17.50 Western Wheatgrass Seed (Barton) 3 kg $22.80 $68.40 Mulching 1 ha $500.00 $500.00 Subtotal $367,532.59 Extras & Contingencies $18,367.41 Total $385,900.00 VN1 LSOM &COMPANY Preliminary Estimate Estimate Number: 15124 Version: 1 Standard Rates: Labor Additive = 155% WT Labor Additive = 368.99% Estimate Good for 6 Months Until 08/03/05 Location: SALINA SUB, CONN, 184.49-186.6 Description of Work: Construct Wye Trk Connection to Trigo Ind Lead at Salina, KS M.P. 185 Inflation Additive = 0.00% COMMENTS FACILITY Description QTY UOM UCST LABOR MATERIAL TOTAL ENGINEERING CONTRACT ENGINEERING 1 1 LS 1 25,000.001 01 25,000 25,00 ENGINEERING 1 LS 1 75,000,001 75,0001 1 175,00 FLAGGING 15 1 MD 1 650.001 9,9001 01 9,90 Sub -Total = 84,900 25,000 109,900 REAL ESTATE By City ACQUIRE RIGHT-OF-WAY 10 1 AC -1 01 01 0 0 Sub -Total = 0 0 0 TRACK CONSTRUCTION - COMPANY Sub -Total = 768,029 487,915 1,255,944 TRACK REMOVAL - COMPANY Irrludes Track Elems for T.O.s ITRACK IREMOVETRACK TRACK 136# CWRSS3 24-8'PPHWD UP-14NEW 4675 TF 139.63 473,863 178,890 652,753 1 LH, 1 RH - PPTO PPTO 136# #11 HIT XLRBM 2 EA 108,660.66 97,750 119,572 217,321 2 LH, 1 RH PPTO PPTO 136# #9 HT RBM 3 EA 86,866.93. 123,464 137,136 260,601 TRACK SHIFT TRACK: YD 50% TIES 240 TF 38.87 6,650 2,679 9,329 2 - 40 ft. RDXING RDXING 136# CON W/ V LOOSE SAF 80 TF 363.17 12,383 16,671 29,054 1 LH, 1 RH - 136# DERAIL DERAIL: 133# DPSS 1 EA 71,316.07 42,302 29,014 71,316 Walkway Ballast BALCON BALCON CL 3 6 CL 2,594.96111,6181 3,9521 15,570 Sub -Total = 768,029 487,915 1,255,944 TRACK REMOVAL - COMPANY Irrludes Track Elems for T.O.s ITRACK IREMOVETRACK 1742 I TF I 10.911 8,0981 01 8,0981 Sub -Total = 8,098 0 8,098 SIGNAL -COMPANY SIGNAL- INSTALL 1 1 LS I 80,ODD.001 01 60,0001 60,000 Sub -Total = 0 60,000 60,000 EQUIPMENT RENTAL EQUIPMENT RENTAL 1 LS 1 70,000.00 0 70,0001 70,000 Sub -Total = 0 70,000 70,000 Total Wgt. in Tons = 10,036 Totals = 861,028 642,915 1,503,943 Grand Total = $1,503,943 This is a "Shotgun" estimate, intended to provide a ballpark cost to determine whether a proposed project warrants further study. This estimate is based on a conceptual design, without detailed engineering or site investigation. Quantities and costs are estimated using readily available information and experience with similar projects. Site conditions and changes in project scope and design may result in significant cost variance. ALL GRADING,DRAINAGE, FENCING,WETLAND MITIGATION, EROSION CONTROL, TRAFFIC CONTROL, R/W ACQUISITION, ETC., BY CITY Thursday, February 03, 2005 Page 1 of 1