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Agreement Covering New TrackUPRR Folder 2263-13 AGREEMENT COVERING NEW TRACK CONNECTION NEAR SALINA, KANSAS This Agreement ("Agreement") is made and entered into this 3'14'2 day of 2005, by and between the CITY OF SALINA, KANSAS, a Kansas municipal corpo tion (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 Ila 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. C:1 ,11nl¢and Sel\InpsblearySLrcsl5¢Irings\T¢mpo2ryIn\ernO FI¢ LMMSallna 6-paM A9ml F-1doc 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; CAOocurrents and Sdttnyg I,\Lanal SetlingaJemporery Internal FlW0LMe%Sa2. 111, ABM Flnaldoc 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 nonreversionary 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 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 fauna 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. L \Cttum¢nla and $aft ngsblearysLLo®I Sddt npS Tam002ry Internet Fle AOLKEl lya 2pany ABml Final dda 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. c%Domrrm,a and senlnesRemporzn Internet InWOLI<!i3 aba 2 party Aaml Flnetdoc 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 CFR, 140, Subpart I 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. C \0mumenb and Belting,rolearI seninge lrempo2ry Internet F, W0LNSB\S ba 2 parry pgml FlealAot IN WITNESS WHEREOF, the duly authorized officers of the parties have executed this Agreement as of the day and year first above written. CITY O�7' F,�SA�LINA, KANSAS //V By: ' a, i��4-J?� Deborah P. Divine, Mayor tte Lieu Ann Elsey, City Clerk UNION PACIFIC RAILROAD COMPANY i C 1OCCOME—lW,he,k LOCALS-1\Temp%Sallna 2-patly Apmi Final doc THE FOLLOWING DOCUMENT(S) ARE OVERSIZED AND ARE FILMED IN SECTIONS TO INSURE COMPLETENESS AND CONTINUITY N-524 WN Zlsn pr5v10 m ,Ms pan las wOctan Mlrmsp Oy srxw Sg 111111 • . • . ___. II sml kDOT Pro]. No. 85 K -8307-02F North Ohio St. Railroad Spur, a£ STA. 0+0000 BEGIN Soling, Ks. - _ Connecting Track 12//4/04 a� <, F� Sro. 9693 00.00 (UP) I Sfa3MSl"tell- Rood Crosse �tl R (Br / —\, 30' 36' 17.(!5.90 ml Rr. Install (750 3m' l (RCP) 050 End x I0 8 ml � with EM Sections I i IJP -j // Sd I Oc 8°20'00.0020" _, „mak R 688 1557' (209.75 ml New RR FN✓ Temp. Esmt. Delta 55,212109.3126. I T 361.0543'(110.049 m1 � v New RR PIN 00. New RR R/W ��R 8°257'(209.7 R 688.1557!209.75 ml f - Bego 17'51'90 3159' T 949.�565'l287.96I8 ml Sta. 12.27 /all BIG.12'50 Install 36°x 36'CRP !RCPI 36"x 36'CRP (RCP) e (900 mm x 1/.0 ml (900 mm x 1/.0 m1 Ll with End Section with End Sections STA 0,00 00 BEGIN�l v i � West Leg WYe - • � I Temp. Esmt. New R/W New R/W Install Tamp. ESO. ' Rend Crossing II� 6y Ste. '104�5222' Install 9-00 a x 6.7CRP (RCP) RR with End x 6.7 ml TraConnectingwith End BaGlons S/o 21*50 lnsfall 4-36'x 38'CRP (RCP) Dc 8'20'00.0020' (900 mm x I1.6 ml R 688.155T(209.75 m) with End Sections Delta 92'25'50.8589" T 717.9883'(218.8428 m) New RR R/W L...,' I � New RR R/W STA. 35*65.95 END Connecting Sto. 967.94 j(/f/817 ;s 7 1 WLLEaE Ci �! E I MV OTIS AVE FOTISIAVE toh rr l—I p. # WANTAIMAVE EANTRI1�AVE p� 1 EHANILTONAS'H Ni .. EHARSHAV€ �j I WFACIFlCAVE - ` - ENIASM. # WWOCOIANO AVE G, a GRAND I g G M150NCR� a `n k2 2 S •2 ,W NORTH Of 1 �' WtNW1,15T < G IYELM 9i ��i EEII y' .my.. ST a H'c a STATE ST A11AAVE z z Salina inEIRON AVE `m ~ a�0 4LL LLfdK WWW VE MIM IM L ul nmLx-vn a. RAMAGI............ MORE n0 LfW 1PA[F1EE. EMARCYEI.N ti EGRKY RR Ix. P '%h.. EIRONATE & d MCARTHIT z FFIXED AVE III WEAVE ronsmE tQ� 'ANTRIM AVE EAMRIM AVE PSP• E HAMILTON AVE EHP HAVE g f W PALEN AVE EVA'dFICAVE ]AVE I d r2 z � WEI Y WELN Si r EELM Si L1�SAIina.,J—l... N EIRON AVE_L a. RAMAGI............ MORE n0 LfW 1PA[F1EE. EMARCYEI.N ti EGRKY RR Ix. P '%h.. EIRONATE & d MCARTHIT : �� EMNiCVE1N rt f \0�• FI E6MY� • u t�f \ Apamt-]5 Fl E.CO bSY ntl too, A•L 1m16 ai ADM Caenfpwm INd. v4nq 0 IrarMfGO r aw o � O s eoTc ..... ARE sY,y OAFH B PEWAW fHyiFHH'F HY+hHYi �H4 �N HORNE ST —✓�N'h IRCIB BR T'`-CKaSJ EE Bf RIGousra i>L LF<o 9T a o s z! a � � EcouNNtt cLBB BB � AWON AVE i g�+TY CRESME 3 NCARTHURW E . - - OR 6xmrr 'A-4' B O[UrOON FROM U�pMIM��Da� 06 BaOINi@ �YIW/ Y[91OM dIL W/0112 N[uc........... acrL Ors I a OEM.P. to ... m0a[wE.. 185YSALINA SUB � RARE[ _ - SALLII NA, �� yKAANNSSAASS pp pAC TSTREEIBGIE ABSEP. FRT awls Aol OHIO EXHIBIT B 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 Me portions of property shown and marked on Exhibit A-1 which will allow the Railroad, at no cast 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 cast 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 dismntinues 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 Dead shall include as a deed covenant the CilYa option to repurchase the Track Connection Property fallowing 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 III below) that the Railroad has approved or waived during the Railroad's review process set forth in Article III below. Ariclelll. 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 litre reports (together with copies of all documents returned 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 pad hereof. After receiving all of the Preliminary Review Documerds, the Railroad shall have sixty (60) days to review the Preliminary Review Documents in which to approve or disapprove any defects in the t01e 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 W by written notice given by the Railroad to the City setting forth the specific item or items disapproved by the Railroad. The City, al its expense, shall remedy and clear any items in the Preliminary Review Documents that the cvmmee wanpuvrvea®saquimpq pu.�xrummrHuauaxpnv4m Flwm< 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, B 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 1 report from the City, of entering upon the Track Connection Property for Me purpose of performing environmental audits and soil tests as the Railroad may deem necessary in order M determine the environmental conditions of Me 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 Me 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 We 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 owners policy of title insurance issued by Title Company to the Railroad (the'7itle Polky), in an amount equal to or greater Man the approximate fair market value of the Track Connection Property, that ensures in Me Railmad's name a fee interest in the Track Connection Properly. Article W. RAILROAD TO ACCEPT TRACK WORK PERFORMED BY CONTRACTOR. Before the Railroad is required M record the Disclaimer and execute and deliver Me Bill of Sale to the City, the Railroad shall first provide written notice to Me City that all grading, subballasting and other track or construction work performed by the Connector 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. c.emnex, eq vumnwswum snunyvegavry nuns mauumuiuZv iyvM join raw am Article VII. CLOSING. A. The following shall have occurred prior to Chasing: (1) The Rallmad 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; (it) The City has corrected or remediated any geulechnical problems or contamination existing on, at or under the Track Connection Property as set forth in Article IV above; (ill) The Railroad shall have provided written nobce 10 the City Nat all grading, subballastng 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 Tide Policy to the Railroad subject only to the easements, exceptions and reservations that the Railroad has approved or waived. 8. When the conditions precedent described in Article VII A above have been met the City and the Railroad shall mutually agree upon a closing data ("Closing"). At Closing: (i) The City shall execute and deliver the Warranty Deed to the Railroad in such farm as set forth in Article II above; and (ii) The Tide Company shall issue and delivery the Title Policy to the Railroad. C. The Railroad will bear the cast of recording the Warranty Deed in the County Records. All other costs shall be home by the City including, without limitation, the cost of Me Title Policy. coo®..a.,... ,oa.mu,dz.0 rMw.n.,�..l.a�T22. wm Fda EXHIBIT 1 TO EXHWpr B As provided in Article III of Exhibit B, the survey company hired by the City when performing its survey work shall include in as survey work and investigations the fallowing: 1. Monuments placed (or a reference monument or witness to the corner) at all major comers of the boundary of the property, unless already marked or referenced by an existing monument or witness b the comer. 2. Vicinity map showing the property surveyed In reference to nearby highways) or major street Intersection(s). 3. Flood zone designation (with proper annotation based on Federal Flood Insurance Rate Maps or the state or Iccal 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. fi. Indicatlon of access W 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 diem, 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 len feel 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 skeet right-of-way lines either completed or proposed, and available from the controlling junsdiction. 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. EXHIBIT C BILL OF SALE UNION PACIFIC RAILROAD COMPANY, a Delaware corporaWn ("SelleP) for and in consideration of One Dollar ($1.00) does hereby sell, transfer and deliver W 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, hes, ballast and other track material located w Ibin the limits of the public streets in Salina, Salina County, Kansas, that are described and listed on Exhibit A, attached hereto and hereby made a pad 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 Insbumerd as of the day of ,20 UNION PACIFIC RAILROAD COMPANY By Printed Name: EXHIBIT A TO BILL OF SALE TTo Indostrlal Lead OKT Track Ohio Street Ohlo Street MP 494.12 MP 185.25 3—hacks 1 -track DOT 429034J DOT 602904C North Street North Front Street MP 494.40 MP 185.80 2—tracks 1 -track DOT 429032V DOT 602805J North Front Street N. Second Street MP 494.58 MP 185.90 2—tracks 1 -track DOT 429031 N DOT 602806R N. SecolW Street E. North Street MP 494.6 MP 185.95 1 —track 1 -track DOT 429030G DOT 602807X North 3W Street MP 185.99 1 - hack DOT 602808E J� CW Tm AC- V nm �+- IOIK U81 AC+ - sale: uvea Mo +- o W •D• UNION PACIFIC RAILROAD CO. s�+N 8/IeN caumv, Kg wr. wszo-mm+- sax�sua n vise n ar io sis-xis s -lm M f(K RIE IEPN T 11 C HE NE IYffi-U amlE tr1i-m)S TDA END OF OVERSIZED DOCUMENT(S) EXHIBIT E DISCLAIMER UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ('Union PacDc") disclaims any right, title or interest In the property in Saline County, Kansas, described In Exhibh 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. UNION PACIFIC RAILROAD COMPANY, Attest: a Delaware corporation Assistant Secretary (Seal) ACKNOWLEDGMENT STATE OF NEBRASKA ) ) as. 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 Me persons whose names are subscribed to in the within instrument, and ackno fledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the ently upon behalf of which the persons acted, executed the instrument, WITNESS my hand and official seal. (Seal) Notary Public c�ow,me�m MS.Mre iesWL=i S.MnMT�entrea 10LP Koff azm roM awsx EXHIBIT A TO DISCLAIMER LEGAL DESCRIPTION OF DISCLAIMED PROPERTY EXHIBIT F Tripe Industrial Lead OK Track Ohio Street Ohio Street MP494.12 MP 185.25 3 -tracks 1 - track DOT 429034J DOT 602804C North Street North Front Street MP 494.40 MP 185.80 2 -tracks 1 -track DOT 429032V DOT 602805J North Front Street N. Second Street MP 494.58 MP 185.90 2 -tracks 1 -track DOT 429031 N DOT 60280GR N. Second Street E. North Street MP 494.6 MP 185.95 1 -track 1 -track DOT 4290MG DOT 602807X North 3n1 Street MP 185.99 1 -track DOT 602808E 2uxm M"ewrgswmp¢e UMOITmw 11m1 niaausmsm. ro.mm..,u� F�1 : 9iINi EGIt�t11f�1171L1T1C6 RIDE ILL : 1 )BS 113 S713 Ny. 03 Zdd` 03:55M n b16R005 Fund Cm( Estimated zla DESCIUMON QUANTITY IWIIBIT G PROD. N0.66 K-8307-02 NORTH OHIO STREET OVERPASS -RR SPUR GRADING SALINA, KANSAS ESTIMATORS: TME WCEA FILE: X2440014 POO TC 03 DATE: STAGE FILE NAME b16R005 Fund Cm( Estimated zla DESCIUMON QUANTITY UNIT UNIT PRICE EXTENSION Centel Cmetranon Staklna LS. L.S. 53.000.00 530W.W FbM Me and Lemraory(Type A) 1 each $4,800.00 $4.800.00 McbUza0m L.S. L.S. $131000.00 $13,000.00 Cleadn9 and Grub4lrg Le. L5. 53900.00 $31000.00 Concede Exreveron 485 cu in $2.00 5970.00 Comerl ExcrivAi(Connwior Fum.) 1911$ cu in $4.50 $)6,4]200 Compa n of Eerlhwwk(TWo AA)(MR-05) 11938 m nn 61.fi0 $17,902.W Cartga tlon of Eamwwk (Typo B)(MR-90) 2767 mm $1.00 S2.767.00 Water (Grading) (Set) 1 rum $6.85 $5.86 Centeno (grade 28) 4.5 cu in $450.00 $2.025.00 RehROming Side (Green 00) 150 k9 $1.56 $232.50 Ume("real 159 Mq $144.00 424,336.00 Water(ume Treaded Sundial 1 Mg 85.85 Ss.85 MaMwMtlm(Ume Tested! SUEgrede) 12579 cum $200 $26.156.00 Edrenrw Plpe(750 mm)(Rent 10.0 in $150.00 $1,620.00 Cmmad Edge (900 mm) REP) 962 m $10590 $17.612,00 End Secbm((W mm)(R)) 2 each 548000 $974.00 End Section (900 mm)(RC) 20 each S746�400 $14993.00 Water(Aggregats Rare) (Sat) 1 M9 $5.85 $5,85 Sunn ing ComWned Material (A0-1)(RR Sub -ballet) 8504 Mg $17.00 $146,098.00 Surfacing Material (A2-3) 153 Cu in $58.50 8&950.50 TraMc Condrol L.S. L.S. $1,550.00 $1,600.00 Tonal Seeding Fertilizer (O2OOO) 113 k9 $0.70 579.10 ReArass Seed 14 kg $7.20 $100.80 Canada Wlldrye grass Seed 27 k9 $17.50 $4R.50 Tempareryoihn CMrk - 35 in $5]0 $185.50 Temparery Sopa Barrel (Set) 1 in $B.W SLOD Sediment Remnant (Set) 1 cu m 835.00 $35.00 Mulchini; 1 M $3W.W $252.00 FINS : SLIM ENGINIBRR N?MLITIES PAIS e0. : i WG 303 513 My. 03 2805 98:55M P3 DESCRIPTION OUANDN UNIT UNIT PRIGS EXTENSION Peamamnt Seeding Fehfi:el(162aW) 180 kg 50.10 $126.00 Big Bluestein Gress Seed (Kew) 3 Ng $21.90 566.10 BWe Gmme Gmm Seed(Lwllgbn) 1 N9 522.50 516]6 Gena Wlldrye Oram Seed 4 Ng $21.20 - 564.60 Indimigress Sena (Osage) i Ng $23]0 $16.59 Lue BNesNnI Grass Seed(Aldous) 3 kg 523.30 859.90 Side Gala Gmme Gress Sred(El Reno) 5 kg 520.0 $100.00 SrIVLgmae Seea BleckWB16 1 k9 526.00 $11.50 Wedom Wheetgness$eM(Bartan) 3 kg Elm Sm" Mekhlng 1 Be $500.00 5500.00 Sumlal $361,53269 Esoas 5 CmNigeoeles 510,361.41 Total69 WILSam &COMPANY Preliminary Estimate E... xw N vanlon:l shodadd Rem mNNo 333a NTLARMIAddl0m.36323% Innam. AMI -e.N% Ecnma@ Good for 6 MOTMIS Until GERMAN L tlon: SGILINA SUB CONN, I84491806 GemNptlon of Woh: Conetrue3 Wye Talk Connectlon to TING Ina Load at Salina, NB M.P. 1238 COMMENTS FACILITY DYI O3Y DOE LICIT "Sell MATERIAL TOTAL EMMNEERIMO IT M 3 Mia m. MM MSLE9TAlE - 9uHmY® w.® waw •.• .RACXREMOvu.cowgpxr ••�- •—'� _•'•• ,°"'� onalod. AGE, 0 u4 eICHpL. COMANY 46TW o m/m mpM EWIVYEMgElrtpl READ DENDEF R I 4i.4! I,N;4] Grand TOLD = I AT CIRM nrobnn..w%. m pddy"Amem mu4denaewenne W IND d"Ing npnann mmWAACA wwuNeCTLANO RRAR ALL RAOIXGeONMpnE<FEXCIHO,WEILpXO KnOpnON. EgOBIOX COXTXOL, iMFFIC COXIROL wwpcouwmox E�c., evcrtv —R1 — rte— . MAN IM�Z� •.• .RACXREMOvu.cowgpxr ••�- •—'� _•'•• ,°"'� onalod. AGE, 0 u4 eICHpL. COMANY 46TW o m/m mpM EWIVYEMgElrtpl 4£4 iWI EVIL Intold •10A4 iowla• NTAN 4i.4! I,N;4] Grand TOLD = I E1.M1],w G15AA ARRI WIMI!MnYw od 4kw e mlM6www m .deNN.e wnwXWe III pmou nrobnn..w%. m pddy"Amem mu4denaewenne W IND d"Ing npnann mmWAACA wwuNeCTLANO 3m Add er Ind WMIP,lryw peInd dxpnmq.nNCONWOL,TR ALL RAOIXGeONMpnE<FEXCIHO,WEILpXO KnOpnON. EgOBIOX COXTXOL, iMFFIC COXIROL wwpcouwmox E�c., evcrtv RwrouNI Feduary 03.300 ppa 101