BERNAL INVESTMENT VALLEY AVENUE EXTENSION

~ ~ G. Subject to BIC and the City agreeing to the allocation of the cost to construct the BIC Channel Relocation Improvements, BIC has agreed to construct the BIC Channel Relocation Improvements. H. City and UPRR have executed a New Public Road Crossing Agreement dated Nod. ~ 2 ("New Public Road Crossing Agreement"), which is attached and incorporated as Exhibit A to this First Amendment. I. The parties desire to amend the Agreement to address the construction .process and requirements of UPRR and the City. NOW, THEREFORE, in consideration of the faithful performance of the conditions and covenants set forth in this document, the parties agree as follows: 1. Responsibility. Section 3, "Responsibility, " of the Agreement is amended to add the following: a. Plans. The Plans prepared for the Underpass Project ("Plans") shall be in accordance with the requirements of UPRR, all Project approvals, and the Railroad and Roadway Plans. All work shall be done and materials furnished in strict accordance with the Plans. b. Work. BIC will do, or cause to be done, the work shown on the "Plans" as further described below: i. For the Railroad Improvements and Roadway Improvements, the work on the plans entitled "Improvement Plans -Tract 7255- Bernal Property -- Valley Avenue Extension Underpass at Union Pacific Rai1r~~C~Cd by Parsons, approved by the City Engineer on ~ 200$~and plans entitled "Signal Improvement" prepared by TJKM approved by the City Engineer on 1 ~- ~-d 2004 ("Railroad and Roadway Plans"). If the Railroad and Roadway Plans at any time prior to acceptance of the Improvements prove to be inadequate in any material respect, BIC shall make such changes as are necessary to accomplish the work. BIC shall be responsible for complying with all terms of the New Public Road Crossing Agreement and shall be responsible for all obligations imposed on the City as the "Political Body," with the exception that in accordance with the provisions of the New Public Road Crossing, the City shall upon acceptance and at no expense to BIC assume maintenance responsibilities provided that BIC continues to be responsible for defect work as provided in subsection g below. ii. Subject to BIC and the City agreeing to the allocation of the cost to construct the BIC Channel Relocation Improvements and the City funding its proportionate share if any, BIC will do, or cause to be done, the work relating to the BIC Channel Improvements pursuant to plans that will be described in a subsequent amendment to this Agreement ("Channel Plans"). If the Channel FIRST AMENDMENT TO VALLEY AVENUE EXTENSION UNDERPASS AGREEMENT Page 2 of 8