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14. Subject to the restrictions imposed by Article IV, Section 9 above, Agency must notify and obtain
<br /> prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for
<br /> INSPECTION OR MAINTENANCE purposes, and the BNSF Manager of Public Projects will determine if
<br /> flagging is required. If the construction work hereunder is contracted, Agency must require its prime
<br /> contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be
<br /> revised from time to time. Agency will be responsible for its contractor(s) compliance with such
<br /> obligations.
<br /> 15. BNSF may, at its expense, make future changes or additions to the railroad components of the
<br /> Structure if necessary or desirable, in BNSF's sole discretion, including, without limitation the following: (i)
<br /> the right to raise or lower the grade or change the alignment of its tracks, (ii) the right to lay additional
<br /> track or tracks, or(iii)the right to build other facilities in connection with the operation of its railroad. Such
<br /> changes or additions must not change or alter the highway components of the Structure. If it becomes
<br /> necessary or desirable in the future to change, alter, widen or reconstruct the hig. 4.0'components of the
<br /> Structure to accommodate railroad projects, the cost of such work, includ a•''any '•os k,incidental to
<br /> alteration of railroad or highway facilities made necessary by a . such change to t S uc ure, will be
<br /> the sole responsibility of the Agency. \ l
<br /> 16. Agency may, at Agency's sole expense, alter or reconstruct., - hig r,4 com•o to is of the
<br /> Structure if necessary or desirable, due to traffic conditions or pedestn-x'or o h -e- e- tonal traffic, •
<br /> provided, however, that any such alteration or reconstruction u further upon or occupy
<br /> the surface of BNSF's right-of-way to a greater exten . ,an is,c.atem Iat d by the plans and
<br /> specifications to be approved by BNSF pursuant to Articl- IJI,?Section 1 e ein, lout obtaining BNSF's
<br /> prior written consent and the execution of a supplement to q :,.greement •r he completion of a separate
<br /> agreement.
<br /> 17. Any books, papers, records and accou 'of t r•a ies e - ating to the work hereunder or
<br /> the costs or expenses for labor and materia, -o` ected i 1 .l e co-s action will atall reasonable times
<br /> • be open to inspection and audit by the ages aid authorize. epresaa - ives of the parties hereto, as
<br /> well as the State of a d he Fe.- -a ighway Mr,inistra s , fora period of one (1) year
<br /> from the date of the final BNSF in,oc- under •ii> .'greement. r*** Drafter's Note: OPTIONAL
<br /> PROVISIONS: if Federal Funds are c= on the • t, change the last phrase of the preceding
<br /> sentence to read as follows: "`o a penoe.l o three (3 > -ars from the date of final BNSF invoice under
<br /> this Agreement". ]
<br /> 18. The covenants ant ;•rovisio` - oTOW Agre-ment are binding upon and inure to the benefit of the
<br /> successor.'7.a•_c-s igns or t e es ham• Notwithstanding the preceding sentence, neither party
<br /> hereto 1. -ssign -ny of its rig or obli: tuns hereunder without the prior written consent of the other
<br /> party.
<br /> 19. ' i t.e e et' eons se on of e Project does not commence within months [years]
<br /> [Drafter'''`w ' -'nsert time1_0_riod in blank] of the Effective Date, this Agreement will become null and
<br /> void.
<br /> •
<br /> 20. Neither 4fe iiatt or expiration of this Agreement will release either party from any liability or
<br /> obligation under thr Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or
<br /> events happening prior to the date of termination or expiration.
<br /> 21. To the maximum extent possible, each provision of this Agreement will be interpreted in such a
<br /> manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited
<br /> by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of
<br /> such prohibition or invalidity and the remainder of the provision will be enforceable.
<br /> 22. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is
<br /> the full and complete agreement between BNSF and Agency with respect to the subject matter herein
<br /> and supersedes any and all other prior agreements between the parties hereto.
<br /> Form 0105 Rev.06/01/05
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