TEMPORARY RIGHT OF ENTRY AGREEMENTClearwater, Pinellas County, Florida
City Hall Construction at South East Avenue
CSX1025859; Florida Division,
Clearwater Subdivision;
Between SY 874.81 and SY 874.75
CSXT OP NO: FL3139
CSX Transportation, Inc.
Temporary Right Entry
1of Ent I� Agreement
THIS AGREEMENT, made as of JVly a3 , 20 X, by and between CSX
TRANSPORTATION, INC., a Virginia corporation, whose mailing address is 500 Water Street,
Jacksonville, Florida 32202, hereinafter called "CSXT," and CITY OF CLEARWATER, FLORIDA
PUBLIC WORKS, whose mailing address is Post Office Box 4748, Clearwater, Florida 33758,
hereinafter called "Licensee," WITNESSETH:
WHEREAS, Licensee has submitted a written application to CSXT requesting permission to enter
CSXT's property located within the Florida Division, Clearwater Subdivision, for construction of the city
hall building which includes the replacement of curb and gutter, improvements to existing curb ramps,
installation of new sidewalk, parallel parking stalls, and signing and pavement markings on South East
Avenue adjacent to and within the CSXT right of way between crossings at Franklin Street (Department
of Transportation Inventory Crossing Number 626806J, Railroad Milepost Number SY 874.81) and
Pierce Street (Department of Transportation Inventory Crossing Number 626807R, Railroad Milepost
Number SY 874.75), in Clearwater, Pinellas County, Florida (the "Project"); and
WHEREAS, CSXT is willing to grant to Licensee the limited right and permission to enter upon the
Property for the limited purpose of performing the Project.
NOW THEREFORE, CSXT hereby grants to Licensee the right and permission to enter upon the
Property for the purpose of performing said Project, subject to the terms and conditions set forth below:
1. PROJECT: The Project shall be performed at the entire cost and expense of Licensee, in
accordance with good and sound engineering practices, to the satisfaction of CSXT's Division
Engineer or his or her duly authorized representative ("Division Engineer") and in a manner to
avoid accidents, damages, unnecessary delays to or interference with train traffic of CSXT. Prior
to entry, Licensee shall notify the CSXT's general engineering consultant ("GEC") on the Project
to arrange for flagging protection in accordance to Sections 5 of this Agreement. Licensee shall
not dig in the ballast line or within the tracks loading influence area, or otherwise disturb the track
structure. Licensee and Licensee's employees, agents, contractors and other representatives
(collectively, "Agents") shall maintain in their possession a copy of this Agreement at all times
during their occupation of the Property. Licensee further agrees that, prior to the commencement
of Project work by any third party Contractor, such Contractor shall execute and deliver to CSXT
Attachment A to this Agreement to acknowledge Contractor's agreement to observe abide by and
be bound to the terms and conditions of this Agreement.
2. INDEMNITY:
2.1 Licensee hereby assumes risk of and agrees to indemnify, defend, protect and save CSXT
and CSXT's Affiliates harmless with respect to any and all attorneys' fees, liability, claims,
demands, payments, suits, actions, recoveries, penalties, costs, legal expenses, judgments,
settlements, and damages of every nature, degree, and kind (including direct, indirect,
consequential, incidental, and punitive damages) for:
2.1.1 personal injury, including, but not limited to bodily injury to or death of any person or
persons whomsoever, including the agents, servants, Affiliates or employees of the
parties;
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City Hall Construction at South East Avenue
CSXI025859; Florida Division,
Clearwater Subdivision;
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CSXT OP NO: FL3139
2.1.2 the loss or damage to any property whatsoever, including property owned or in the
care, custody or control of the parties hereto or their respective Affiliates;
2.1.3 any environmental damage and any related remediation brought or recovered against
CSXT or any of its Affiliates; and
2.1.4 any and all other losses or damages; arising directly or indirectly from the presence of
Licensee or its Agents on or about the Property, whether or not attributable in whole
or part to the negligence, gross negligence, or intentional misconduct of CSXT or its
Affiliates.
2.2 The parties waive any and all right or opportunity to contest the enforceability of this
Section and agree that, in the event this Section, or any part of this Section, is found
unenforceable by the final, unappealable judgment of a court of competent jurisdiction, this
Section shall be construed so as to be enforceable to the maximum extent permitted by applicable
law. In the event that such court of competent jurisdiction finds that Florida statutory construction
contract indemnity monetary limits apply to this Agreement with respect to Licensee's
indemnification of CSXT and its Affiliates for liability caused in whole or in part by any act,
omission or default by CSXT or its Affiliates, the parties hereto agree that such limit shall be
equal to the limits (exclusive of deductibles) of the applicable insurance required by Sections 11
and 12 of this Agreement. The parties acknowledge and agree that this monetary limit, if
required, bears a commercially reasonable relationship to this Agreement, in so far as, among
other factors, the parties have taken into account the availability and cost of insurance and other
risk transference devices, the scope of the Project, the risks associated with the Project, and the
compensation and any other benefits exchanged between the parties in connection with this
Agreement.
2.2.1 Licensee shall comply with any federal, state, or local laws, statutes, codes,
ordinances, rules, and regulations applicable to its presence or performance of any
activity on the Property and agrees to indemnify, defend, and hold CSXT and its
Affiliates harmless with respect to any fines, penalties, liabilities, or other
consequences for its failure to so comply.
2.2.2 For the purpose of this Agreement, the term "Affiliates" includes all entities, directly
or indirectly owned or controlled by, or under common control of a party or its
respective officers, directors, employees and agents, and in the case of CSXT,
includes CSX Corporation, CSXT and their Affiliates and their respective officers,
directors, employees and agents.
2.2.3 The provisions of this Section shall survive the termination or expiration of this
Agreement.
3. PRIOR NOTIFICATION: Licensee or Licensee's Agents shall notify CSXT's GEC
working on the Project at least 14 days prior to requiring entry on the Property and shall abide
by the instructions of the GEC .
4. CLEARANCES: Neither Licensee nor Agents shall perform any Project or place or operate any
equipment of Licensee or Agents at a distance closer than fifty (50) feet from the center of any
track, without the prior approval of the Division Engineer. The Division Engineer may require
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Clearwater, Pinellas County, Florida
City Hall Construction at South East Avenue
CSX1025859; Florida Division,
Clearwater Subdivision;
Between SY 874.81 and SY 874.75
CSXT OP NO: FL3139
protective services or such other services as deemed necessary or appropriate. Equipment shall be
moved across CSXT's track(s) only at a public crossing unless prior arrangements have been
made with the Division Engineer and a Private Crossing Agreement is fully executed and in
place. Licensee and Agents shall take all precautions necessary to avoid interference with or
damage to CSXT's property and signal and communication facilities during their performance of
the Project.
5. PROTECTIVE SERVICES: If protective services, such as flagging protection, are required by
CSXT, Licensee shall make arrangements with CSXT's GEC, and the GEC will coordinate with
the appropriate CSXT officials to furnish such personnel, flagman or watchman, that in CSXT's
opinion may be necessary to protect the facilities and traffic of CSXT during the performance of
the Project. The cost of such services, including all applicable surcharges and additives will be
paid for by the Agency through CSXT OP# FL3139 as a project cost outlined in Attachment C.
6. PAYMENT FOR PROTECTIVE SERVICES: The cost of protective or other services, including
all applicable surcharges, as determined by CSXT will be paid for by the City of Clearwater,
Florida Public Works agreement/ authorization dated , through CSXT OP # FL3139
as a project cost outlined in Attachment C.
7. ENVIRONMENTAL: This Agreement does not include and expressly excludes the
performance of any site investigation activities designed to determine environmental
conditions on, about or beneath the Property. Precluded activities include performing soil
borings for purposes other than geotechnical investigation, obtaining soil, sediment, groundwater
and surface water samples, and conducting field or laboratory analyses of any soil, sediment,
groundwater or surface water samples obtained from CSXT property to identify chemical
composition or environmental condition. If any type of environmental investigation is desired, a
separate right of entry agreement issued through CSXT's Environmental Department must be
secured.
8. CLAIMS: Licensee shall, or shall require Agents, to promptly notify the Division Engineer of
any loss, damage, injury or death arising out of or in connection with the Project.
9. REMEDIATION: It is understood and agreed that, upon completion of the Project, the Property
shall be left in a condition satisfactory to Division Engineer or his or her duly authorized
representative.
10. SAFETY:
1.1. All personnel entering the Property must comply with CSXT safety rules and
requirements to include, without exception, the wearing of hard hats and approved safety shoes
and safety glasses with side shields. Anyone not in compliance with these rules and regulations
will be asked to leave the Property.
1.2. Before performing any work authorized by this Agreement, Licensee, at its sole cost and
expense, shall obtain all necessary permit(s) (including but not limited to zoning, building,
construction, health, safety or environmental matters), letter(s) or certificate(s) of approval.
Licensee expressly agrees and warrants that it shall conform and limit its activities to the terms of'
such permit(s), approval(s) and authorization(s), and shall comply with all applicable ordinances,
rules, regulations, requirements and laws of any governmental authority (state, federal or local)
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Clearwater, Pinellas County, Florida
City Hall Construction at South East Avenue
CSX1025859; Florida Division,
Clearwater Subdivision;
Between SY 874.81 and SY 874.75
CSXT OP NO: FL3139
having jurisdiction over Licensee's activities, including the location, contact, excavation and
protection regulations of the Occupational Safety and Health Act (OSHA) (29 CFR 1926.651(6),
et al.), and State "One Call" -"Call Before You Dig" requirements.
11. GENERAL LIABILITY INSURANCE: Licensee shall procure and maintain, at its expense:
(i) statutory Worker's Compensation and Employers Liability Insurance with available limits of
not less than $1,000,000.00, which insurance must contain a waiver of subrogation against CSXT
and its Affiliates; (ii) Commercial General Liability coverage (inclusive of contractual liability)
with available limits of not less than $5,000,000.00 in combined single limits for bodily injury
and property damage and covering the contractual liabilities assumed under this Agreement; (iii)
business automobile liability insurance with available limits of not less than $1,000,000.00
combined single limit for bodily injury and/or property damage per occurrence; and (iv) such
other insurance as CSXT may reasonably require. Upon request, Licensee shall provide CSXT
with a copy of Licensee's applicable insurance policies. A policy endorsement naming CSXT as
an additional insured and specifying such coverage shall be furnished to CSXT prior to the
execution of this Agreement, and the required coverage will be kept in force until all of
Licensee's obligations under this Agreement have been fully discharged and fulfilled, or until
Licensee shall have been specifically released by a'written instrument signed by an authorized
officer of CSXT. Licensee shall also provide CSXT with a copy of the insurance policies. The
insurance policies shall provide that the insurance carrier must give CSXT notice at least thirty
(30) days in advance of cancellation of coverage, of any change in coverage, or of cancellation of
the policy. Notwithstanding any provisions of this Section, the liability assumed by Licensee
shall not be limited to the required insurance coverage.
12. RAILROAD PROTECTIVE LIABILITY INSURANCE: Licensee agrees to purchase
Railroad Protective Liability Insurance in accordance with CSXT's requirements (attached as
Attaaachment B and incorporated into this Agreement) for the benefit of CSXT for Licensee's
operations under this Agreement. Licensee shall furnish an appropriate Insurance policy (and
required endorsements), as the case may be, with the return of this executed Agreement.
13. TERM: This Right -of -Entry Agreement and the permission conferred and the license granted by
it does not constitute a grant of permanent easement and shall terminate upon completion of the
Project or at midnight, May 31, 2027, whichever occurs first, unless extended in writing by
CSXT. In the event Licensee fails to comply with terms and provisions of this Agreement,
Licensee agrees to pay and agrees that CSXT shall be entitled to recover costs and expenses
incurred by CSXT, including legal fees and expenses, to enforce the terms of this Agreement.
14. SEVERABILITY: The parties agree that if any part, term or provision of the 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. If any provision or any part of a provision of the Agreement
shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant
to any applicable law, ordinance, rule or regulation, such determination shall not impair or
otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the
provision of the Agreement, which shall remain in full force and effect as if the unenforceable
provision or part were deleted.
15. 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
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City Hall Construction at South East Avenue
CSX1025859; Florida Division,
Clearwater Subdivision;
Between SY 874.81 and SY 874.75
CSXT OP NO: FL3139
parties, and supersedes all prior or contemporaneous written or oral understandings, agreements
or negotiations regarding its subject matter.
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)
business days following mailing by U.S. first class mail, or upon the next business day following
mailing by a nationally recognized ovemight carrier, to the Licensee at the address above, and to
Licensor at the address shown on Page 1, or at such other addresses as either party may designate by
delivery of prior notice to the other party.
17. TERMINATION: CSXT shall have the right at any time and at its sole discretion to terminate
this Agreement upon notice to Licensee.
18. 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.
19. GOVERNING LAW; VENUE: This Agreement shall be govemed by and construed under the
laws of the State of Florida, without regard to the choice of law provisions thereof. Venue for any
action arising from, or brought to enforce, this Agreement, shall vest exclusively in the state or
federal courts located in Duval County, Florida, and the parties agree to submit to the personal
jurisdiction of any state or federal court located in Duval County, Florida.
20. NO ASSIGNMENT: Notwithstanding anything to the contrary contained in this Agreement,
Licensee shall not permit Agents to enter the Property without first requiring Agents to agree in
writing to comply with all of the terms of this Agreement. Notwithstanding the foregoing,
Licensee shall continue to be responsible for insuring that Agents comply with all of the terms
and conditions of this Agreement and shall indemnify and hold CSXT harmless for any damages
described in Section 2 above caused in whole or in part by such subcontractor. Assignment of
this Agreement to any party other than Agents in accordance with this Section shall not be
permitted except upon the prior written consent of CSXT, which consent may be granted or
withheld at CSXT's sole discretion. This Agreement shall be binding upon the parties and their
respective successors and assigns.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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Clearwater, Pinellas County, Florida
City Hall Construction at South East Avenue
CSX1025859; Florida Division,
Clearwater Subdivision;
Between SY 874.81 and SY 874.75
CSXT OP NO: FL3139
BY SIGNING THIS AGREEMENT, I certify that there have been no changes made to the content of
this Agreement since its approval by the CSXT Legal Department on April 8, 2026.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first above written.
Witness for CSX Transportation: CSX TRANSPORTATION, INC.
By:
William Roseborough
Director Project Development & Public Projects
Attest: City of Clearwater, FI , OF CLEARWATER, FLORIDA
C.70111; .0
QS
By:
-GC Rosemarie Call
City Clerk
Approved as to Form:
B
Who, by the execution hereof, affirms that he/she has the
authority to do so and to bind CITY OF
CLEARWATER, FLORIDA to the terms and conditions
of this Agreement.
Melissa Isabel
Assistant City Attorney
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City Hall Construction at South East Avenue
CSX1025859; Florida Division,
Clearwater Subdivision;
Between SY 874.81 and SY 874.75
CSXT OP N0: FL3139
ATTACHMENT A
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 , 20, between CITY OF CLEARWATER, FLORIDA and CSXT,
Contractor hereby agrees to abide by and perform all applicable terms of the Agreement, including, but
not limited to Attachment B to the Agreement, and Sections 1 through 4 and 12 of the Agreement.
Contractor: Ajax Building Company LLC
By:
Name:Tiimotlfy Sewell
Title: Regional Director - Florida
Date: July 7, 2026
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CSX1025859; Florida Division,
Clearwater Subdivision:
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CSXT OP NO: FL3139
ATTACHMENT B
RAILROAD PROTECTIVE LIABILITY INSURANCE
Evidence required by CSX Transportation, Inc.
You are required to furnish Railroad Protective Insurance to protect CSX Transportation, Inc. in
connection with activities to be performed on or adjacent to CSX Transportation's Right of Way.
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. The
policy shall include endorsement ISO CG 24 17 evidencing that coverage is provided for
work within 50 feet of a railroad. If such endorsement is not included, railroad protective
liability insurance must be provided as described in item 4 below.
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. The policy shall include
endorsement ISO CA 20 70 evidencing that coverage is provided for work within 50 feet
of a railroad. If such endorsement is not included, railroad protective liability insurance
must be provided as described in item 4 below.
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:
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 appear on the Declarations page.
d. Description of operations must appear on the Declarations page and must
match the Project description.
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:
(i) Broad Form Nuclear Exclusion - IL 00 21
(ii) 30 -day Advance Notice of Non -renewal or cancellation
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City Hall Construction at South East Avenue
CSXI025859; Florida Division,
Clearwater Subdivision;
Between SY 874.81 and SY 874.75
CSXT OP NO: FL3139
(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 (0 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. The CSX OP number or CSX contract number, as applicable, must appear on each
Declarations page and/or certificates of insurance.
7. Such additional or different insurance as CSXT may require.
II. Additional Terms
OR
1. Contractor must submit the original Railroad Protective Liability policy, Certificates of
Insurance and all notices and correspondence regarding the insurance policies to:
Insurance Department
CSX Transportation, Inc.
500 Water Street, C-907
Jacksonville, FL 32202
insurancedocuments@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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