UNION PACIFIC RAILROAD - NEW PUBLIC HIGHWAY CROSSING AGREEMENT

Public Highway Crossing 20040510 Non Standard Form Approved, AVP -Law SECTION 11 REMEDIES FOR BREACH OR NONUSE a) If the Political Body shall fail, refuse or neglect to perform and abide by the terms of this Agreement, the Railroad, in addition to any other rights and remedies, may perform any work which in the judgment of the Railroad is necessary to place the highway and appurtenances in such condition as will not menace, endanger or interfere with the Railroad's facilities or operations or jeopardize the Railroads employees; and the Political Body will reimburse the Railroad for the expenses thereof. b) Nonuse by the Political Body of the Crossing Area for public roadway purposes continuing at any time for a period of eighteen (18) months shall, at the option of the Railroad, work a termination of this Agreement and of all rights of the Political Body hereunder. c) The Political Body will surrender peaceable possession of the Crossing Area upon termination of this Agreement. Termination of this Agreement shall not affect any rights, obligations or liabilities of the parties, accrued or otherwise, which may have arisen prior to termination. SECTION 12 MODIFICATION ENTIRE AGREEMENT No waiver, modification or amendment of this agreement shall be of any force or effect unless made in writing, signed by the Political Body and the Railroad and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by the Railroad of any default by the Political Body shall not affect or impair any right arising from any subsequent default. This Agreement and Exhibits attached hereto and made a part hereof constitute the entire understanding between the Political Body and the Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work or any part thereof. SECTION 13 ASSIGNMENT; SUCCESSORS AND ASSIGNS This Agreement shall not be assigned without the written consent of the Railroad. Subject hereto, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. SECTION 14 APPLICATION OF TERMS AND CONDITIONS TO RAILROAD If, pursuant to this Agreement, the Railroad is performing any work related to the Project, then the provisions of Section 8(b) and Section 8 (d) of these Terms and Conditions shall be applicable to such work to be performed by the Railroad, and such sections shall be read and interpreted such that all references therein to the Political Body shall be to the Railroad, and all references therein to the Railroad shall be to the Political Body. H:\DATA\ Favorites\ Public Road Crossing Agreements 2017- Page 5 of 5 Exhibit B 95rev City of Pleasanton. CA Valley Ave.doc To Public Road Crossing Agreement