Agenda - Council - 10/28/2008 - Laserfiche WebLink

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ARTICLE IV- JOINT OBLIGATIONS In consideration of the mutual covenants of the parties contained herein and the premises, the parties mutually agree as follows: 1. All cost records of the RAILROAD pertaining to the Project will be open to inspection and audit at any reasonable time by representatives of the AGENCIES (including the legislative auditor and fiscal analyst for the "AGENCIES) and the Federal Highway Administration for a period of not less than three (3) years from the date of the fmal RAILROAD invoice under this Agreement. 2. Upon completion of the installation of the Crossing Signal Equipment and the new crossing surface, the RAILROAD, will, at its sole cost and expense, operate and maintain the Crossing Signal Equipment and the new crossing surface in proper condition. 3. Notwithstanding the preceding prOVIsIOn, if any regUlations, ordinances, acts, rules or other laws subsequently passed or amended by the AGENCIES or any other appropriate govermnental or legislative authority increase the AGENCIES portion of maintenance costs under this Agreement, RAILROAD will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the AGENCIES'S increased portion of maintenance costs will be incorporated into and made a part of this Agreement. 4. If a railway or a highway improvement project necessitates rearrangement, relocation, or alteration of the Crossing Signal Equipment or the new crossing surface installed hereunder, the costs for such rearrangement, relocation or alteration will be the responsibility ofthe party requesting such changes. 5. If any of the Crossing Signal Equipment is partially or wholly destroyed, then such repair and/or . replacement costs must be distributed among the parties as follows: a) In the event the RAILROAD's sole negligence destroys or damages the Crossing Signal Equipment, RAILROAD must reimburse AGENCIES for the costs to replace or repair such Crossing Signal Equipment. b) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, AGENCIES must, at its sole cost and expense, replace or repair such Crossing Signal Equipment: 6. If the Crossing Signal Equipment installed hereunder cannot, through age, be maintained, or, by virtue of its obsolescence, requires replacement, the cost of installation of new crossing signal equipment will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable AGENCIES signal warrants at the time of replacement. 7. This Agreement will inure to the benefit of and be binding on the parties hereto, their successors,' and assigns. 8. In the event any paragraph contained in this Agreement or any item, part, or term within any particular paragraph is determined by a court of competent jurisdiction to be invalid or unenforceable, the validity of the remaining paragraphs or items will not be affected; and the rights and obligations of the parties will be construed and enforced as if this Agreement did not contain that particular paragraph or item held to be invalid or unenforceable. . 9. This Agreement may be signed in counterparts, anyone of which will be deemed to be an original. The parties further agree that any facsimile copy of a party's signature is valid and binding to the same extent as an original signature. 5 Form 0104 Rev. 10104 -174-