CONSTRUCTION AGREEMENTClearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
CONSTRUCTION AGREEMENT
This Construction Agreement ( "Agreement ") is made as of 30
20 1 fo , by and between CSX TRANSPORTATION, INC., a Vir is corporation with its
principal place of business in Jacksonville, Florida ( "CSXT "), and the City of Clearwater a
body corporate and political subdivision of the State of Florida ( "Agency ").
EXPLANATORY STATEMENT
1 Agency has proposed to construct, or to cause to be constructed, signal improvements at
Pinellas Street, which includes the installation of 4 -quad gates with sidelights (in the
NE, NW, and SW quadrants), 8x8 house with remote monitoring and a GCP -4000, and
AC meter service. Install cantilever /gate combos (with back -to -back tip lights) in the
NE and SW quadrants; DOT 626794S, RRMP SY 875.58, (the "Project ").
2. Agency has obtained, or will obtain, all authorizations, permits and approvals from all local,
state and federal agencies (including Agency), and their respective governing bodies and
regulatory agencies, necessary to proceed with the Project and to appropriate all funds
necessary to construct the Project.
3. Agency acknowledges that: (i) by entering into this Agreement, CSXT will provide services
and accommodations to promote public interest in this Project, without profit or other
economic inducement typical of other Agency contractors; (ii) neither CSXT nor its affiliates
(including their respective directors, officers, employees or agents) will incur any costs,
expenses, losses or liabilities in excess of payments made to CSXT, by or on behalf of
Agency or its contractors, pursuant to this Agreement; and (iii) CSXT retains the paramount
right to regulate all activities affecting its property and operations.
4. It is the purpose of this Agreement to provide for the terms and conditions upon which the
Project may proceed.
NOW, THEREFORE, in consideration of the foregoing Explanatory Statement and other
good and valuable consideration, the receipt and sufficiency of which are acknowledged by the
parties, the parties agree as follows:
1. Project Plans and Specifications
1.1 Preparation and Approval. Pursuant to Exhibit A of this Agreement, all plans,
specifications, drawings and other documents necessary or appropriate to the design
and construction of the Project shall be prepared, at Agency's sole cost and expense, by
Agency or CSXT or their respective contractors. Project plans, specifications and
drawings prepared by or on behalf of Agency shall be subject, at CSXT's election, to
the review and approval of CSXT. Such plans, specifications and drawings, as
Clearwater, Pinellas County, FL; Signal Improvements; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
prepared or approved by CSXT, are referred to as the "Plans ", and shall be
incorporated and deemed a part of this Agreement. Plans prepared or submitted to and
approved by CSXT as of the date of this Agreement are set forth in Exhibit B to this
Agreement.
1.2 Effect of CSXT Approval or Preparation of Plans. By its review, approval or
preparation of Plans pursuant to this Agreement, CSXT signifies only that such Plans
and improvements constructed in accordance with such Plans satisfy CSXT's
requirements. CSXT expressly disclaims all other representations and warranties in
connection with the Plans, including, but not limited to, the integrity, suitability or
fitness for the purposes of Agency or any other persons of the Plans or improvements
constructed in accordance with the Plans.
1.3 Compliance with Plans. The Project shall be constructed in accordance with the Plans.
2. Allocation and Conduct of Work
Work in connection with the Project shall be allocated and conducted as follows:
2.1 CSXT Work. Subject to timely payment of Reimbursable Expenses as provided by
Section 4, CSXT shall provide, or cause to be provided, the services as set forth by
Exhibit A to this Agreement. Agency agrees that CSXT shall provide all services that
CSXT deems necessary or appropriate (whether or not specified by Exhibit A) to
preserve and maintain its property and operations, without impairment or exposure to
liability of any kind and in compliance with all applicable federal, state and local
regulations and CSXT's contractual obligations, including, but not limited to, CSXT's
existing or proposed third party agreements and collective bargaining agreements.
2.2 Agency Work. Agency shall perform, or cause to be performed, all work as set forth by
Exhibit A, at Agency's sole cost and expense.
2.3 Conduct of Work. CSXT shall commence its work under this Agreement following: (i)
delivery to CSXT of a notice to proceed from Agency; (ii) payment of Reimbursable
Expenses (as provided by Section 4.1) as required by CSXT prior to the
commencement of work by CSXT; (iii) issuance of all permits, approvals and
authorizations necessary or appropriate for such work; and (iv) delivery of proof of
insurance acceptable to CSXT, as required by Section 9. The initiation of any services
by CSXT pursuant to this Agreement, including, but not limited to, the issuance of
purchase orders or bids for materials or services, shall constitute commencement of
work for the purposes of this Section. The parties intend that all work by CSXT or on
CSXT property shall conclude no later than one calendar year from date of executed
agreement, unless the parties mutually agree to extend such date.
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Clearwater, Pinellas County, FL; Signal Improvements; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
3. Special Provisions. Agency shall observe and abide by, and shall require its contractors
( "Contractors ") to observe and abide by the terms, conditions and provisions set forth in
Exhibit C to this Agreement (the "Special Provisions "). To the extent that Agency performs
Project work itself, Agency shall be deemed a Contractor for purposes of this Agreement.
Agency further agrees that, prior to the commencement of Project work by any third party
Contractor, such Contractor shall execute and deliver to CSXT Schedule I to this Agreement
to acknowledge Contractor's agreement to observe and abide by the terms and conditions of
this Agreement.
4. Cost of Project and Reimbursement Procedures
4.1 Reimbursable Expenses. Agency shall reimburse CSXT for all costs and expenses
incurred by CSXT in connection with the Project, including, without limitation: (1) all
out of pocket expenses, (2) travel and lodging expenses, (3) telephone, facsimile, and
mailing expenses, (4) costs for equipment, tools, materials and supplies, (5) sums paid
to CSXT's consultants and subcontractors, and (6) CSXT labor in connection with the
Project, together with CSXT labor overhead percentages established by CSXT pursuant
to applicable law (collectively, "Reimbursable Expenses "). Reimbursable Expenses
shall also include expenses incurred by CSXT prior to the date of this Agreement to the
extent identified by the Estimate provided pursuant to Section 4.2.
4.2 Estimate. CSXT has estimated the total Reimbursable Expenses for the Project as
shown on Exhibit D (the "Estimate ", as amended or revised). In the event CSXT
anticipates that actual Reimbursable Expenses for the Project may exceed such
Estimate, it shall provide Agency with the revised Estimate of the total Reimbursable
Expenses, together with a revised Payment Schedule (as defined by Section 4.3.1), for
Agency's approval and confirmation that sufficient funds have been appropriated to
cover the total Reimbursable Expenses of such revised Estimate. CSXT may elect, by
delivery of notice to Agency, to immediately cease all further work on the Project,
unless and until Agency provides such approval and confirmation.
4.3 Payment Terms.
4.3.1 Agency shall pay CSXT for Reimbursable Expenses in the amounts and on the
dates set forth in the Payment Schedule as shown on Exhibit E (the "Payment
Schedule ", as revised pursuant to Section 4.2). CSXT agrees to submit invoices
to Agency for such amounts and Agency shall remit payment to CSXT at the later
of thirty (30) days following delivery of each such invoice to Agency or, the
payment date (if any) set forth in the Payment Schedule.
4.3.2 Following completion of the Project, CSXT shall submit to Agency a final
invoice that reconciles the total Reimbursable Expenses incurred by CSXT
against the total payments received from Agency. Agency shall pay to CSXT the
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Clearwater, Pinellas County, FL; Signal Improvements; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
amount by which Reimbursable Expenses exceed total payments as shown by the
final invoice, within thirty (30) days following delivery of such invoice to
Agency. In the event that the payments received by CSXT from Agency exceed
the Reimbursable Expenses, CSXT shall remit such excess to Agency.
4.3.3 In the event that Agency fails to pay CSXT any sums due CSXT under this
Agreement: (i) Agency shall pay CSXT interest at the lesser of 1.0% per month or
the maximum rate of interest permitted by applicable law on the delinquent
amount until paid in full; and (ii) CSXT may elect, by delivery of notice to
Agency: (A) to immediately cease all further work on the Project, unless and until
Agency pays the entire delinquent sum, together with accrued interest; and/or (B)
to terminate this Agreement.
4.3.4 All invoices from CSXT shall be delivered to Agency in accordance with Section
16 of this Agreement. All payments by Agency to CSXT shall be made by
certified check and mailed to the following address or such other address as
designated by CSXT's notice to Agency:
CSX Transportation, Inc.
P.O. Box 116651
Atlanta, GA 30368 -6651
4.4 Effect of Termination. Agency's obligation to pay to CSXT Reimbursable Expenses in
accordance with Section 4 shall survive termination of this Agreement for any reason.
5. Appropriations Agency represents to CSXT that: (i) Agency has appropriated funds
sufficient to reimburse CSXT for the Reimbursable Expenses encompassed by the Estimate
attached as Exhibit D; (ii) Agency shall use its best efforts to obtain appropriations necessary
to cover Reimbursable Expenses encompassed by subsequent Estimates approved by
Agency; and (iii) Agency shall promptly notify CSXT in the event that Agency is unable to
obtain such appropriations.
6. Easements and Licenses
6.1 Agency Obligation. Agency shall acquire all necessary licenses, permits and easements
required for the Project.
6.2 Temporary Construction Licenses. Insofar as it has the right to do so, CSXT hereby
grants Agency a nonexclusive license to access and cross CSXT's property, to the
extent necessary for the construction of the Project (excluding ingress or egress over
public grade crossings), along such routes and upon such terms as may be defined and
imposed by CSXT and such temporary construction easements as may be designated on
the Plans approved by CSXT.
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Clearwater, Pinellas County, FL; Signal Improvements; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
6.3 Permanent Easements. Insofar as it has the right to do so, CSXT shall grant, without
warranty to Agency, easements for the use and maintenance of the Project wholly or
partly on CSXT property as shown on the Plans approved by CSXT, if any, on terms
and conditions and at a price acceptable to the parties. Upon request by CSXT, Agency
shall furnish to CSXT descriptions and plat plans for the easements.
7. Permits At its sole cost and expense, Agency shall procure all permits and approvals
required by any federal, state, or local governments or governmental agencies for the
construction, maintenance and use of the Project, copies of which shall be provided to CSXT.
8. Termination
8.1 By Agency. For any reason, Agency may, as its sole remedy, terminate this Agreement
by delivery of notice to CSXT. Agency shall not be entitled to otherwise pursue claims
for consequential, direct, indirect or incidental damages or lost profits as a consequence
of CSXT's default or termination of this Agreement or Work on the Project by either
party.
8.2 By CSXT. In addition to the other rights and remedies available to CSXT under this
Agreement, CSXT may terminate this Agreement by delivery of notice to Agency in
the event Agency or its Contractors fail to observe the terms or conditions of this
Agreement and such failure continues more than ten (10) business days following
delivery of notice of such failure by CSXT to Agency.
8.3 Consequences of Termination. If the Agreement is terminated by either party pursuant
to this Section or any other provision of this Agreement, the parties understand that it
may be impractical for them to immediately stop the Work. Accordingly, they agree
that, in such instance a party may continue to perform Work until it has reached a point
where it may reasonably and safely suspend the Work. Agency shall reimburse CSXT
pursuant to this Agreement for the Work performed, plus all costs reasonably incurred
by CSXT to discontinue the Work and protect the Work upon full suspension of the
same, the cost of returning CSXT's property to its former condition, and all other costs
of CSXT incurred as a result of the Project up to the time of full suspension of the
Work. Termination of this Agreement or Work on the Project, for any reason, shall not
diminish or reduce Agency's obligation to pay CSXT for Reimbursable Expenses
incurred in accordance with this Agreement. In the event of the termination of this
Agreement or the Work for any reason, CSXT's only remaining obligation to Agency
shall be to refund to Agency payments made to CSXT in excess of Reimbursable
Expenses in accordance with Section 4.
9. Insurance In addition to the insurance that Agency requires of its Contractor, Agency shall
acquire or require its Contractor to purchase and maintain insurance in compliance with
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Clearwater, Pinellas County, FL; Signal Improvements; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
CSXT's insurance requirements attached to this Agreement as Exhibit F. Neither Agency
nor Contractor shall commence work on the Project until such policy or policies have been
submitted to and approved by CSXT's Risk Management Department.
10. Ownership and Maintenance
10.1 By Agency. Agency shall maintain and repair, at its sole cost and expense, all parts
comprising the permanent aspects of the Project, as shown by the Plans, consisting of
roadway pavement up to the outer ends of the railroad cross ties, sidewalks, guardrails,
and curbs, in good and safe condition to CSXT's satisfaction. In the event Agency fails
to do so after reasonable notice from CSXT (unless an emergency condition exists or is
imminent in the opinion of CSXT that requires immediate action), CSXT may perform
such maintenance and repair, at Agency's sole cost and expense.
10.2 By CSXT. CSXT shall maintain and repair the crossing surface between the ends of its
cross ties and its signal facilities at the crossing, at Agency's sole cost and expense.
10.3 Alterations. Agency shall not undertake any alteration, modification or expansion of the
Project, without the prior written approval of CSXT, which may be withheld for any
reason, and the execution of such agreements as CSXT may require. CSXT may
undertake alterations of its property, track or facilities and shall be reimbursed by
Agency for the expenses incurred by CSXT with respect to the removal and restoration
of the crossing in connections with such alteration.
11. Indemnification
11.1 Generally. To the maximum extent permitted by applicable law, Agency and its
Contractors shall indemnify, defend, and hold CSXT and its affiliates harmless from
and against all claims, demands, payments, suits, actions, judgments, settlements, and
damages of every nature, degree, and kind (including direct, indirect, consequential,
incidental, and punitive damages), for any injury to or death to any person(s)
(including, but not limited to the employees of CSXT, its affiliates, Agency or its
Contractors), for the loss of or damage to any property whatsoever (including but not
limited to property owned by or in the care, custody, or control of CSXT, its affiliates,
Agency or its Contractors, and environmental damages and any related remediation
brought or recovered against CSXT and its affiliates), arising directly or indirectly from
the negligence, recklessness or intentional wrongful misconduct of the Contractors,
Agency, and their respective agents, employees, invitees, contractors, or its contractors'
agents, employees or invitees in the performance of work in connection with the Project
or activities incidental thereto, or from their presence on or about CSXT's property.
The foregoing indemnification obligation shall not be limited to the insurance coverage
required by this Agreement, except to the extent required by law or otherwise expressly
provided by this Agreement.
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Clearwater, Pinellas County, FL; Signal Improvements; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
11.2 Compliance with Laws. Agency shall comply, and shall require its Contractors to
comply, with any federal, state, or local laws, statutes, codes, ordinances, rules, and
regulations applicable to its construction and maintenance of the Project. Agency's
Contractors shall indemnify, defend, and hold CSXT and its affiliates harmless with
respect to any fines, penalties, liabilities, or other consequences arising from breaches
of this Section.
11.3 "CSXT Affiliates ". For the purpose of this Section 11, CSXT's affiliates include CSX
Corporation and all entities, directly or indirectly, owned or controlled by or under
common control of CSXT or CSX Corporation and their respective officers, directors,
employees and agents.
11.4 Notice of Incidents. Agency and its Contractor shall notify CSXT promptly of any
loss, damage, injury or death arising out of or in connection with the Project work.
11.5 Survival. The provisions of this Section 11 shall survive the termination or expiration
of this Agreement.
11.6 Notwithstanding anything contained herein to the contrary, Section 11 shall not be
construed as a waiver of any immunity to which Agency is entitled or the extent of any
limitation of liability pursuant to Florida Statute 768.28. Furthermore, this section is
not intended to nor shall it be interpreted as limiting or in any way affecting any
defense Agency may have under Florida Statute 768.28, or as consent to be sued by
third parties.
12. Independent Contractor The parties agree that neither Agency nor its Contractors shall be
deemed either agents or independent contractors of CSXT. Except as otherwise provided by
this Agreement, CSXT shall exercise no control whatsoever over the employment, discharge,
compensation of, or services rendered by Agency or Agency's Contractors, or the
construction practices, procedures, and professional judgment employed by Agency or its
Contractor to complete the Project. Notwithstanding the foregoing, this Section 12 shall in
no way affect the absolute authority of CSXT to prohibit Agency or its Contractors or anyone
from entering CSXT's property, or to require the removal of any person from its property, if
it determines, in its sole discretion, that such person is not acting in a safe manner or that
actual or potential hazards in, on or about the Project exist.
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Clearwater, Pinellas County, FL; Signal Improvements; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
13. "Entire Agreement" This Agreement embodies the entire understanding of the parties, may
not be waived or modified except in a writing signed by authorized representatives of both
parties, and supersedes all prior or contemporaneous written or oral understandings,
agreements or negotiations regarding its subject matter. In the event of any inconsistency
between this Agreement and the Exhibits, the more specific terms of the Exhibits shall be
deemed controlling.
14. Waiver If either party fails to enforce its respective rights under this Agreement, or fails to
insist upon the performance of the other party's obligations hereunder, such failure shall not
be construed as a permanent waiver of any rights or obligations in this Agreement.
15. Assignment CSXT may assign this Agreement and all rights and obligations herein to a
successor in interest, parent company, affiliate, or future affiliate. Upon assignment of this
Agreement by CSXT and the assumption of CSXT's assignee of CSXT's obligations under
this Agreement, CSXT shall have no further obligation under this Agreement. Agency shall
not assign its rights or obligations under this Agreement without CSXT's prior consent,
which consent may be withheld for any reason.
16. Notices All notices, consents and approvals required or permitted by this Agreement shall be
in writing and shall be deemed delivered upon personal delivery, upon the expiration of three
(3) days following mailing by first class U.S. mail, or upon the next business day following
mailing by a nationally recognized overnight carrier, to the parties at the addresses set forth
below, or such other addresses as either party may designate by delivery of prior notice to the
other party:
If to CSXT:
If to Agency:
CSX Transportation, Inc.
500 Water Street, J -301
Jacksonville, Florida 32202
Attention: Director Project Management — Public Projects
Paul Bertels
Manager Traffic Operations
City of Clearwater
100 S. Myrtle Avenue
Clearwater, FL 33756
17. Severability The parties agree that if any part, term or provision of this Agreement is held to
be illegal, unenforceable or in conflict with any applicable federal, state, or local law or
regulation, such part, term or provision shall be severable, with the remainder of the
Agreement remaining valid and enforceable.
18. Applicable Law This Agreement shall be governed by the laws of the State of Florida,
exclusive of its choice of law rules. The parties further agree that the venue of all legal and
equitable proceedings related to disputes under this Agreement shall be situated in Duval
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Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
County, Florida, and the parties agree to submit to the personal jurisdiction of any State or
Federal court situated in Pinellas County, Florida.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate, each by its duly authorized officers, as of the date of this Agreement.
Countersigned:
C(eOrLQ,\ Cr,C CCs
George N. Cretekos
Mayor
Matthew Smith
Assistant City Attorney
Clearwater, Pinellas County, FL; Signal Improvements
CSX TRANSPORTATION, INC.
By:
Tony C. Bell
Director Project Management — Public
Projects
CITY OF CLEARWATER, FLORIDA
By: zgzAm. A. tiktoktt„4.41
William B. Horne II
City Manager
Attest:
114-Ciltafi. ' -
Rosemarie Call
City Clerk
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DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
EXHIBIT A
ALLOCATION OF WORK
Subject to Section 2.1, work to be performed in connection with the Project is allocated as
follows:
A. Agency shall let by contract to its Contractors:
1. Maintenance of Traffic (MOT)
2. Roadway signage, including pavement markings
B. CSXT shall perform or cause to be performed:
1. Installation of flashing lights and gates, etc.
2. Changes in communication and signal lines.
3. Flagging services and other protective services and devices as may be
necessary.
4. Construction engineering and inspection to protect the interests of
CSXT.
A -1
Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
EXHIBIT B
PLANS AND SPECIFICATIONS
Plans, Specifications and Drawings:
As of the date of this Agreement, the following plans, specifications and drawings have
been submitted by Agency to CSXT for its review and approval:
SHEET
1 of 1
DESCRIPTION
Proposed Crossing Layout (HO1)
B -1
Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
PREPARER DATE
Xorail 02/09/2016
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
EXHIBIT C
CSXT SPECIAL PROVISIONS
DEFINITIONS:
As used in these Special Provisions, all capitalized terms shall have the meanings ascribed to
them by the Agreement, and the following terms shall have the meanings ascribed to them
below:
"CSXT" shall mean CSX Transportation, Inc., its successors and assigns.
"CSXT Representative" shall mean the authorized representative of CSX Transportation, Inc.
"Agreement" shall mean the Agreement between CSXT and Agency dated as of
(yv>t2 304 aOl b , as amended from time to time.
"Agency" shall mean the City of Clearwater.
"Agency Representative" shall mean the authorized representative of the City of Clearwater.
"Contractor" shall have the meaning ascribed to such term by the Agreement.
"Work" shall mean the Project as described in the Agreement.
I. AUTHORITY OF CSXT ENGINEER
The CSXT Representative shall have final authority in all matters affecting the safe maintenance
of CSXT operations and CSXT property, and his or her approval shall be obtained by the
Agency or its Contractor for methods of construction to avoid interference with CSXT
operations and CSXT property and all other matters contemplated by the Agreement and these
Special Provisions.
II. INTERFERENCE WITH CSXT OPERATIONS
A. Agency or its Contractor shall arrange and conduct its work so that there will be
no interference with CSXT operations, including train, signal, telephone and
telegraphic services, or damage to CSXT's property, or to poles, wires, and other
facilities of tenants on CSXT's Property or right -of -way. Agency or its
Contractor shall store materials so as to prevent trespassers from causing damage
to trains, or CSXT Property. Whenever Work is likely to affect the operations or
safety of trains, the method of doing such Work shall first be submitted to the
C -1
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Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
CSXT Representative for approval, but such approval shall not relieve Agency or
its Contractor from liability in connection with such Work.
B. If conditions arising from or in connection with the Project require that immediate
and unusual provisions be made to protect train operation or CSXT's property,
Agency or its Contractor shall make such provision. If the CSXT Representative
determines that such provision is insufficient, CSXT may, at the expense of
Agency or its Contractor, require or provide such provision as may be deemed
necessary, or cause the Work to cease immediately.
III. NOTICE OF STARTING WORK. Agency or its Contractor shall not commence any
work on CSXT Property or rights -of -way until it has complied with the following
conditions:
A. Notify CSXT in writing of the date that it intends to commence Work on the
Project. Such notice must be received by CSXT at least ten business days in
advance of the date Agency or its Contractor proposes to begin Work on CSXT
property. The notice must refer to this Agreement by date. If flagging service is
required, such notice shall be submitted at least thirty (30) business days in
advance of the date scheduled to commence the Work.
B. Obtain authorization from the CSXT Representative to begin Work on CSXT
property, such authorization to include an outline of specific conditions with
which it must comply.
C. Obtain from CSXT the names, addresses and telephone numbers of CSXT's
personnel who must receive notice under provisions in the Agreement. Where
more than one individual is designated, the area of responsibility of each shall be
specified.
IV. WORK FOR THE BENEFIT OF THE CONTRACTOR
A. No temporary or permanent changes to wire lines or other facilities (other than
third party fiber optic cable transmission systems) on CSXT property that are
considered necessary to the Work are anticipated or shown on the Plans. If any
such changes are, or become, necessary in the opinion of CSXT or Agency, such
changes will be covered by appropriate revisions to the Plans and by preparation
of a force account estimate. Such force account estimate may be initiated by
either CSXT or Agency, but must be approved by both CSXT and Agency.
Agency or Contractor shall be responsible for arranging for the relocation of the
third party fiber optic cable transmission systems, at no cost or expense to CSXT.
C -2
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Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
B. Should Agency or Contractor desire any changes in addition to the above, then it
shall make separate arrangements with CSXT for such changes to be
accomplished at the Agency or Contractor's expense.
V. HAUL ACROSS RAILROAD
A. If Agency or Contractor desires access across CSXT property or tracks at other
than an existing and open public road crossing in or incident to construction of the
Project, the Agency or Contractor must first obtain the permission of CSXT and
shall execute a license agreement or right of entry satisfactory to CSXT, wherein
Agency or Contractor agrees to bear all costs and liabilities related to such access.
B. Agency and Contractor shall not cross CSXT's property and tracks with vehicles
or equipment of any kind or character, except at such crossing or crossings as may
be permitted pursuant to this section.
VI. COOPERATION AND DELAYS
A. Agency or Contractor shall arrange a schedule with CSXT for accomplishing
stage construction involving work by CSXT. In arranging its schedule, Agency or
Contractor shall ascertain, from CSXT, the lead time required for assembling
crews and materials and shall make due allowance therefore.
B. Agency or Contractor may not charge any costs or submit any claims against
CSXT for hindrance or delay caused by railroad traffic; work done by CSXT or
other delay incident to or necessary for safe maintenance of railroad traffic; or for
any delays due to compliance with these Special Provisions.
C. Agency and Contractor shall cooperate with others participating in the
construction of the Project to the end that all work may be carried on to the best
advantage.
D. Agency and Contractor understand and agree that CSXT does not assume any
responsibility for work performed by others in connection the Project. Agency
and Contractor further understand and agree that they shall have no claim
whatsoever against CSXT for any inconvenience, delay or additional cost
incurred by Agency or Contractor on account of operations by others.
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Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
VII. STORAGE OF MATERIALS AND EQUIPMENT
Agency and Contractor shall not store their materials or equipment on CSXT's property
or where they may potentially interfere with CSXT's operations, unless Agency or
Contractor has received CSXT Representative's prior written permission. Agency and
Contractor understand and agree that CSXT will not be liable for any damage to such
materials and equipment from any cause and that CSXT may move, or require Agency or
Contractor to move, such material and equipment at Agency's or Contractor's sole
expense. To minimize the possibility of damage to the railroad tracks resulting from the
unauthorized use of equipment, all grading or other construction equipment that is left
parked near the tracks unattended by watchmen shall be immobilized to the extent
feasible so that it cannot be moved by unauthorized persons.
VIII. CONSTRUCTION PROCEDURES
A. General
1. Construction work on CSXT property shall be subject to CSXT's
inspection and approval.
2. Construction work on CSXT property shall be in accord with CSXT's
written outline of specific conditions and with these Special Provisions.
3. Contractor shall observe the terms and rules of the CSXT Safe Way
manual, which Agency and Contractor shall be required to obtain from
CSXT, and in accord with any other instructions furnished by CSXT or
CSXT's Representative.
B. Blasting
1. Agency or Contractor shall obtain CSXT Representative's and Agency
Representative's prior written approval for use of explosives on or
adjacent to CSXT property. If permission for use of explosives is granted,
Agency or Contractor must comply with the following:
a. Blasting shall be done with light charges under the direct
supervision of a responsible officer or employee of Agency or
Contractor.
b. Electric detonating fuses shall not be used because of the
possibility of premature explosions resulting from operation of
two -way train radios.
c. No blasting shall be done without the presence of an authorized
representative of CSXT. At least 10 days' advance notice to
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Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
CSXT Representative is required to arrange for the presence of an
authorized CSXT representative and any flagging that CSXT may
require.
d. Agency or Contractor must have at the Project site adequate
equipment, labor and materials, and allow sufficient time, to (i)
clean up (at Agency's expense) debris resulting from the blasting
without any delay to trains; and (ii) correct (at Agency's expense)
any track misalignment or other damage to CSXT's property
resulting from the blasting, as directed by CSXT Representative,
without delay to trains. If Agency's or Contractor's actions result
in delay of any trains, including Amtrak passenger trains, Agency
shall bear the entire cost thereof
e. Agency and Contractor shall not store explosives on CSXT
property.
2. CSXT Representative will:
a. Determine the approximate location of trains and advise Agency or
Contractor of the approximate amount of time available for the
blasting operation and clean-up.
b. Have the authority to order discontinuance of blasting if, in his or
her opinion, blasting is too hazardous or is not in accord with these
Special Provisions.
IX. MAINTENANCE OF DITCHES ADJACENT TO CSXT TRACKS
Agency or Contractor shall maintain all ditches and drainage structures free of silt or
other obstructions that may result from their operations. Agency or Contractor shall
provide erosion control measures during construction and use methods that accord with
applicable state standard specifications for road and bridge construction, including either
(1) silt fence; (2) hay or straw barrier; (3) berm or temporary ditches; (4) sediment basin;
(5) aggregate checks; and (6) channel lining. All such maintenance and repair of
damages due to Agency's or Contractor's operations shall be performed at Agency's
expense.
X. FLAGGING / INSPECTION SERVICE
A. CSXT has sole authority to determine the need for flagging required to protect its
operations and property. In general, flagging protection will be required
whenever Agency or Contractor or their equipment are, or are likely to be,
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Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
working within fifty (50) feet of live track or other track clearances specified by
CSXT, or over tracks.
B. Agency shall reimburse CSXT directly for all costs of flagging that is required on
account of construction within CSXT property shown in the Plans, or that is
covered by an approved plan revision, supplemental agreement or change order.
C. Agency or Contractor shall give a minimum of 10 days' advance notice to CSXT
Representative for anticipated need for flagging service. No work shall be
undertaken until the flag person(s) is /are at the job site. If it is necessary for
CSXT to advertise a flagging job for bid, it may take up to 90 -days to obtain this
service, and CSXT shall not be liable for the cost of delays attributable to
obtaining such service.
D. CSXT shall have the right to assign an individual to the site of the Project to
perform inspection service whenever, in the opinion of CSXT Representative,
such inspection may be necessary. Agency shall reimburse CSXT for the costs
incurred by CSXT for such inspection service. Inspection service shall not relieve
Agency or Contractor from liability for its Work.
E. CSXT shall render invoices for, and Agency shall pay for, the actual pay rate of
the flagpersons and inspectors used, plus standard additives, whether that amount
is above or below the rate provided in the Estimate. If the rate of pay that is to be
used for inspector or flagging service is changed before the work is started or
during the progress of the work, whether by law or agreement between CSXT and
its employees, or if the tax rates on labor are changed, bills will be rendered by
CSXT and paid by Agency using the new rates. Agency and Contractor shall
perform their operations that require flagging protection or inspection service in
such a manner and sequence that the cost of such will be as economical as
possible.
XI. UTILITY FACILITIES ON CSXT PROPERTY
Agency shall arrange, upon approval from CSXT, to have any utility facilities on or over
CSXT Property changed as may be necessary to provide clearances for the proposed
trackage.
XII. CLEAN -UP
Agency or Contractor, upon completion of the Project, shall remove from CSXT's
Property any temporary grade crossings, any temporary erosion control measures used to
control drainage, all machinery, equipment, surplus materials, falsework, rubbish, or
temporary buildings belonging to Agency or Contractor. Agency or Contractor, upon
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Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
completion of the Project, shall leave CSXT Property in neat condition, satisfactory to
CSXT Representative.
XIII. FAILURE TO COMPLY
If Agency or Contractor violate or fail to comply with any of the requirements of these
Special Provisions, (a) CSXT may require Agency and/or Contractor to vacate CSXT
Property; and (b) CSXT may withhold monies due Agency and/or Contractor; (c) CSXT
may require Agency to withhold monies due Contractor; and (d) CSXT may cure such
failure and the Agency shall reimburse CSXT for the cost of curing such failure.
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Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
CSX TRANSPORTATION, INC. Page 1
FORCE ACCOUNT ESTIMATE
ACCT. CODE : 709 - FL2078
ESTIMATE SUBJECT TO REVISION AFTER: 8/30/2016 DOT NO.: 626794S
CITY: Clearwater COUNTY: Pinellas STATE: FL
DESCRIPTION: Pinellas Street: Modify the crossing to accommodate a quiet zone - install 4 -quad gates with
sidelights, new house with remote monitoring and constant warning detection, and new AC meter
service. Install cantilever /gate combos in the NE and SW quadrants.
DIVISION: Jacksonville SUB -DIV: Clearwater MILE POST: SY 875.58
AGENCY PROJECT NUMBER: City of Clearwater
PRELIMINARY ENGINEERING:
212 Contracted & Administrative Engineering Services $
Subtotal $
CONSTRUCTION ENGINEERING /INSPECTION:
212 Contracted & Administrative Engineering Services $ 4,000
Subtotal $ 4,000
FLAGGING SERVICE: (Contract Labor)
070 Labor (Conductor - Flagman) $
050 Labor (Foreman /Inspector) $
070 Additive 113.98% (Transportation Department) $
050 Additive 118.39% (Engineering Department) $
230 Per Diem (Engineering Department) $
230 Expenses $
Subtotal $
SIGNAL & COMMUNICATIONS WORK: $ 336,586
TRACK WORK: $
PROJECT SUBTOTAL $ 340,586
900 CONTINGENCIES: 10.00% $ 34,059
GRAND TOTAL ********************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** $ 374,644
DIVISION OF COST:
Agency 100.00% $ 374,644
Railroad $ -
TOTAL ********************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** $ 374,644
NOTE: Estimate is based on FULL CROSSING CLOSURE during work by Railroad Forces.
This estimate has been prepared based on site conditions, anticipated work duration periods, material prices, labor rates, manpower and resource availability, and
other factors known as of the date prepared. The actual cost for CSXT work may differ based upon the agency's requirements, their contractors work procedures,
and /or other conditions that become apparent once construction commences or during the progress of the work
Office of Assistant Chief Engineer Public Projects -- Jacksonville, Florida
Estimated prepared by: C. Showman Approved by: JAS CSXT Public Project Group
DATE: 3/3/2016 REVISED: DATE: 03/03/16
Project Summary Sheet
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
EXHIBIT E
PAYMENT SCHEDULE
Advance Payment in Full
Upon execution and delivery of notice to proceed with the Project, Agency will deposit with
CSXT a sum equal to the Reimbursable Expenses, as shown by the Estimate. If CSXT
anticipates that it may incur Reimbursable Expenses in excess of the deposited amount, CSXT
will request an additional deposit equal to the then remaining Reimbursable Expenses which
CSXT estimates that it will incur. CSXT shall request such additional deposit by delivery of
invoices to Agency. Agency shall make such additional deposit within 30 days following
delivery of such invoice to Agency.
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Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
EXHIBIT F
INSURANCE REQUIREMENTS
I. Insurance Policies:
Agency and Contractor, if and to the extent that either is performing work on or about
CSXT's property, shall procure and maintain the following insurance policies:
1. Commercial General Liability coverage at their sole cost and expense with limits of
not less than $5,000,000 in combined single limits for bodily injury and/or property
damage per occurrence, and such policies shall name CSXT as an additional named
insured.
2. Statutory Worker's Compensation and Employers Liability Insurance with limits of
not less than $1,000,000, which insurance must contain a waiver of subrogation
against CSXT and its affiliates (if permitted by state law).
3. Commercial automobile liability insurance with limits of not less than $1,000,000
combined single limit for bodily injury and/or property damage per occurrence, and
such policies shall name CSXT as an additional named insured.
4. Railroad protective liability insurance with limits of not less than $5,000,000
combined single limit for bodily injury and /or property damage per occurrence and an
aggregate annual limit of $10,000,000, which insurance shall satisfy the following
additional requirements:
page.
a. The Railroad Protective Insurance Policy must be on the ISO /RIMA Form of
Railroad Protective Insurance - Insurance Services Office (ISO) Form CG 00 35.
b. CSX Transportation must be the named insured on the Railroad Protective
Insurance Policy.
c. Name and Address of Contractor and Agency must be shown on the Declarations
d. Description of operations must appear on the Declarations page and must match
the Project description, including project or contract identification numbers.
e. Authorized endorsements must include the Pollution Exclusion Amendment - CG
28 31, unless using form CG 00 35 version 96 and later.
f. Authorized endorsements may include:
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Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
Clearwater, Pinellas County, FL
Signal Improvements at Pinellas Street,
DOT 626794S; RRMP SY 875.58
Jacksonville Division, Clearwater Subdivision
OP NO. FL2078
(i). Broad Form Nuclear Exclusion - IL 00 21
(ii) 30 -day Advance Notice of Non - renewal or cancellation
(iii) Required State Cancellation Endorsement
(iv) Quick Reference or Index - CL /IL 240
g. Authorized endorsements may not include:
(i) A Pollution Exclusion Endorsement except CG 28 31
(ii) A Punitive or Exemplary Damages Exclusion
(iii) A "Common Policy Conditions" Endorsement
(iv) Any endorsement that is not named in Section 4 (e) or (f) above.
(v) Policies that contain any type of deductible
5. All insurance companies must be A. M. Best rated A- and Class VII or better.
6. Such additional or different insurance as CSXT may require.
II. Additional Terms
1. Contractor must submit the original Railroad Protective Liability policy,
Certificates of Insurance and all notices and correspondence regarding the insurance
policies to:
Insurancedocumentsna csx.com
2. Neither Agency nor Contractor may begin work on the Project until it has
received CSXT's written approval of the required insurance.
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Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58
SCHEDULE I
CONTRACTOR'S ACCEPTANCE
To and for the benefit of CSX Transportation, Inc. ( "CSXT ") and to induce CSXT to
permit Contractor on or about CSXT's property for the purposes of performing work in
accordance with the Agreement dated C 30 , 201(, , between the City of
Clearwater and CSXT, Contractor hereby grees to abide by and perform all applicable terms of
the Agreement, including, but not limited to Exhibits C and F to the Agreement, and Sections 3,
9 and 11 of the Agreement.
Contractor:
By:
Name:
Title:
Date:
\ \COR \130459.7
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Clearwater, Pinellas County, FL; Quiet Zone near; DOT 626794S; RRMP SY 875.58