HomeMy WebLinkAboutWILLIAMS ENVIRONMENTAL SERVICES
FIRST AMENDMENT
TO CONSTRUCTION CONTRACT AND TO REMEDIATION.
RESTORATION AND INDEMNIFICATION AGREEMENT
THIS FIRST AMENDMENT TO CONSTRUCTION CONTRACT AND TO
REMEDIATION, RESTORATION AND INDEMNIFICATION AGREEMENT (the "First
Amendment") is made and entered into as of the G~ day of ~~ ,2005, by and among
AUGUSTA, GEORGIA, OWNER, WILLIAMS ENVIRONMENTAL SERVICES, INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF COMPASS ENVIRONMENTAL, INC.
CONTRACTOR, AND ATLANTA GAS LIGHT COMPANY, "AGLC".
WITNESSETH:
WHEREAS, Owner, Contractor, and AGLC entered into that certain Construction Contract
dated as of February 25, 2004 (the "Construction Contract");
WHEREAS, Owner and AGLC entered into that certain Remediation, Restoration and
Indemnification Agreement dated as of February 25, 2004 (the "Remediation Agreement"), which in
part obligated AGLC to fulfill Contractor's obligations under the Construction Contract, incorporating
into said contract the General Specifications and Scope of Work for Canal Construction (the "Scope of
Work") ;
WHEREAS, included in the Scope of Work were provisions relating to the design and
construction of a new CSX Crossing by the Contractor;
WHEREAS, CSX Transportation, Inc. (CSXT) has refused to enter into a contract with
Contractor for the construction of the new CSX Crossing, requiring instead that such contract be with
Owner;
WHEREAS, Owner is willing to enter into a Construction Agreement (the "CSX Construction
Agreement") with CSXT attached hereto as Exhibit "1", provided Contractor performs all of Owner's
obligations under said CSX Construction Agreement (Owner being identified in said CSX Construction
Agreement as "Agency"), other than those provisions of sections 6.1, 6.3, 8.1, 10.1, and 10.3 of said
CSX Construction Agreement, which Owner shall remain obligated to perform;
WHEREAS, the original corporation known as Williams Environmental Services, Inc. has
assigned its obligations under the Construction Contract to Williams Environmental Services, Inc., a
wholly owned subsidiary of Compass Environmental, Inc.;
WHEREAS, Owner and AGLC are agreeable to extending the Time of Completion under
Article 3 of the Construction Contract, to include a period of six (6) months following the later of (1)
the removal by CSXT of the CSXT track ~thin the limits of the new culvert construction on the
existing alignment, as described in Exhibit "A" to the CSX Construction Agreement, or (2) the removal
of the temporary track by CSXT;
WHEREAS, Owner, Contractor, and AGLC have agreed to amend the Construction Contract
and the Remediation Agreement as provided in this First Amendment;
WHEREAS, all terms and provisions of the Construction Contract and the Remediation
Agreement shall remain the same to the extent not modified herein;
WHEREAS, all capitalized terms used herein and not defined herein shall have the meaning
ascribed to such terms under the Construction Contract and the Remediation Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
hereinafter set forth, the parties agree as follows:
ARTICLE I
AMENDMENT
Section 1.01 Amendment to Construction Contract. Contractor hereby subcontracts with
Owner to perform all of Owner's obligations under the CSX Construction Agreement (Exhibit 1
attached hereto), with the exception of sections 6.1,6.3,8.1, 10.1, and 10.3 of said CSX Construction
Agreement; provided, however, the Contractor's obligation under section 11.1 of the CSX Construction
Agreement shall not supersede the Limitation of Liability provisions of sections 5.6 and 5.7 of the
General Conditions of the Construction Contract. The parties acknowledge that entering into this First
Amendment is solely to accommodate CSXT and not in any way to relieve any party of its obligations
under the original Construction Contract. This Amendment shall be construed in such a way that no
party is relieved of its obligations under the Construction Contract, except as specifically amended
herein.
Section 1.02 Amendment to Remediation Agreement. Contractor shall perform all of
Owner's obligations under the CSX Construction Agreement, with the exception of sections 6.1, 6.3,
8.1,10.1, and 10.3 of said CSX Construction Agreement; provided, however, the Contractor's obligation
under section 11.1 of the CSX Construction Agreement shall not supersede the Limitation of Liability
provisions of sections 5.6 and 5.7 of the General Conditions of the Construction Contract. The parties
acknowledge that entering into this Amendment is solely to accommodate CSXT and not in any way to
relieve any party of its obligations under the original Remediation Agreement. This Amendment shall be
construed in such a way that no party is relieved of its obligations under the Remediation Agreement,
except as specifically amended herein.
Section 1.03 Consent to Assignment. The parties acknowledge that Williams Environmental
Services, Inc., a Delaware corporation and a wholly owned subsidiary of Compass Environmental, Inc.,
is the successor to Williams Environmental Services, Inc., the original party to the Construction
Contract, and the Construction Contract has been assigned to Williams Environmental Services, Inc.,
the wholly owned subsidiary of Compass Environmental, Inc.
Section 1.04 Notice. All notices, certificates, or other communications will be sufficiently
given and will be deemed given when delivered by hand, courier, or registered or certified mail,
postage prepaid, addressed as follows:
2
.
If to Owner:
With a copy to:
And to:
If to AGLC:
With a copy to:
If to Contractor:
With a copy to:
Mayor Bob Young
Room 806 Municipal Building
Augusta, Georgia 30911
Administrator
Room 801 Municipal Building
Augusta, Georgia 30911
Ms. Teresa Smith
Public Works and Engineering Department
530 Greene Street, Room 701
Augusta, Georgia 30911
James B. Wall, Esq.
Attorney for Augusta
P. O. Box 2125
Augusta, Georgia 30903
Paul R. Shlanta, Esq.
Attn: Senior Vice President and General Counsel
AGL Resources Inc.
Ten Peachtree Place
Location 1465
Atlanta, Georgia 30309
Carol R. Geiger, Esq.
McKenna Long & Aldridge LLP
303 Peachtree Street, Suite 5300
Atlanta, Georgia 30308
Williams Environmental Services, Inc.
2075 West Park Place
Stone Mountain, Georgia 30087
Attn: Jeffery P. Bauman
Bob Siegel, Esq.
General Counsel
Compass Environmental, Inc.
954 W. Washington Blvd., 5th Floor
Chicago IL 60607
Section 1.05 Time of Completion. Section 3.1 of the Construction Contract is hereby
amended by adding to Section 3.1 the following:
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(a) The Contractor's Project Schedule, attached as Exhibit "e" to the Construction
Contract, is hereby amended by extending the Time of Completion for all items other
than the CSX Crossing to June 30,2005.
(b) The construction of the CSX Crossing to be performed under this Contract and the
CSX Construction Agreement shall be commenced within ten (10) calendar days after
the date of written notice by Owner to Contractor to proceed with the CSX Crossing
(the "Notice to Proceed with CSX Crossing"). The construction of the CSX Crossing
shall be completed with six (6) months following the later of (1) the removal by CSXT
of the CSXT track within the limits of the new culvert construction on the existing
alignment, as described in Exhibit "A" to the CSX Construction Agreement, or (2) the
removal of the temporary track by CSXT.
Section 1.06 Severability of Provisions. In case anyone or more of the provisions contained
in this First Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
Section 1.07 Successors and Assigns. This First Amendment shall be binding upon and inure
to the benefit of the Owner, Contractor, and AGLC and their respective successors and assigns.
Section 1.08 Counterparts. This First Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and any party hereto may
execute this First Amendment by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal as of the day and year first above written.
OWNER:
CONTRACTOR:
WILLIAMS ENVIRONMENTAL
SERVICES, INC.
By:
As its
As its Secretary
ATLANTA GAS LIGHT COMPANY
By:
As its
As its Secretary
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(a) The Contractor's Project Schedule, attached as Exhibit "e" to the Construction
Contract, is hereby amended by extending the Time of Completion for all items other
than the CSX Crossing to June 30, 2005.
(b) The construction of the CSX Crossing to be performed under this Contract and the
CSX Construction Agreement shall be commenced within ten (10) calendar days after
the date of written notice by Owner to Contractor to proceed with the CSX Crossing
(the "Notice to Proceed with CSX Crossing"). The construction of the CSX Crossing
shall be completed with six (6) months following the later of (1) the removal by CSXT
of the CSXT track within the limits of the new culvert construction on the existing
alignment, as described in Exhibit "A" to the CSX Construction Agreement, or (2) the
removal of the temporary track by CSXT.
Section 1.06 Severability of Provisions. In case anyone or more of the provisions contained
in this First Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
Section 1.07 Successors and Assigns. This First Amendment shall be binding upon and inure
to the benefit of the Owner, Contractor, and AGLC and their respective successors and assigns.
Section 1.08 Counterparts. This First Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and any party hereto may
execute this First Amendment by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal as of the day and year first above written.
OWNER:
CONTRACTOR:
AUGUSTA, GEORGIA
WILLIAMS ENVIRONMENTAL
SERVICES,
By:
As its Mayor
ATTEST:
As its Clerk
ATLANTA GAS LIGHT COMPANY
By:
As its
As its Secretary
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(a) The Contractor's Project Schedule, attached as Exhibit "e" to the Construction
Contract, is hereby amended by extending the Time of Completion for all items other
than the CSX Crossing to June 30, 2005.
(b) The construction of the CSX Crossing to be performed under this Contract and the
CSX Construction Agreement shall be commenced within ten (10) calendar days after
the date of written notice by Owner to Contractor to proceed with the CSX Crossing
(the <'Notice to Proceed with CSX Crossing"). The construction of the CSX Crossing
shall be completed with six (6) months following the later of (1) the removal by CSXT
of the CSXT track within the limits of the new culvert construction on the existing
alignment, as described in Exhibit <<N' to the CSX Construction Agreement, or (2) the
removal of the temporary track by CSXT.
Section 1.06 Severability of Provisions. In case anyone or more of the provisions contained
in this First Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
Section 1.07 Successors andAssigns. This First Amendment shall be binding upon and inure
to the benefit of the Owner, Contractor, and AGLC and their respective successors and assigns.
Section 1.08 eounterparts. This First Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and any party hereto may
execute this First Amendment by signing any such counterpart.
IN WI1NESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal as of the day and year first above written.
OWNER:
eONTRACTOR:
AUGUSTA, GEORGIA
WILLIAMS ENVIRONMENTAL
SERVIeES, INe.
By:
As its Mayor
By:
As its
ATTEST:
As its Clerk
As its Secretary
ATLANTA GAS LIGHT eOMPANY
)~
By:--- \
As its V C-
~~
As its cretary
4
EXHIBIT 1
Proiect:
Augusta, Richmond County, Georgia
Third Level Canal
Remove twin, 6-ft pipes under CSX,
Construct three, new, Concrete Box Culverts
Milepost AK-460.45
Project No. AR-20-202
CSXT OP# GAO 190
CONSTRUCTION AGREEMENT
This Construction Agreement ("Agreement") is made as of , 200_,
by and between CSX TRANSPORTATION, INC., a Virginia corporation with its principal place of
business in Jacksonville, Florida ("CSXT"), and AUGUSTA, GEORGIA, a political subdivision of the
State of Georgia ("Agency").
EXPLANATORY STATEMENT
1. Agency has proposed to construct, or to cause to be constructed, and remove existing twin 6-ft
culverts and replace with 3 each new, concrete box culverts at CSXT Milepost AK-460.45 (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. Proiect 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 ofCSXT. Such plans,
specifications and drawings, as 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 and improvements satisfy CSXT's requirements.
Subject to the foregoing, 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 as outlined by the Agency. CSXT does not represent that the culverts will divert
water or are adequate in a manner to control the flow of water through the City.
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 Agencv 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 December 31, 2005 unless the parties
mutually agree to extend such date.
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
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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 accordance with Exhibit E.
Pavment Schedule (the "Payment Schedule", as revised pursuant to Section 4.2).
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 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 thirty (30) days following delivery of such reconciliation.
4.3.3 In the event that either party fails to pay the other party any sums due under this
Agreement: (i) such party shall pay 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; provided, however, (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 10
accordance with Section 4 shall survive termination of this Agreement for any reason.
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5. Approriations 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 Al.!encv Oblil.!ation. Agency shall acqUlre all necessary licenses, permits and easements
required for the Project.
6.2 Temporarv 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.
6.3 Permanent Easements. Insofar as it has the right to do so, CSXT hereby grants, without
warranty to Agency, easements for the use of the Project wholly or partly on CSXT property as
shown on the Plans approved by CSXT, if any. 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 and use of the
Project, copies of which shall be provided to CSXT.
8. Termination
8.1 Bv Al.!encv. 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 Bv 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
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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 require its
Contractor to purchase and maintain insurance in compliance with 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 Bv Agencv. Agency shall maintain, at its sole cost and expense, the opening of the Box
Culvert Structure, as shown by the Plans, keeping same free and clear of debris. Agency shall
have this maintenance obligation of keeping the Culvert Structure free and clear of debris until
such time as CSXT abandons its track or no longer requires the Culvert Structure. In the event
Agency fails to do so after reasonable notice from CSXT (no more than thirty (30) days, unless an
emergency condition exists or is imminent in the opinion of CSXT, that requires immediate
action), CSXT may perform such maintenance, at Agency's sole cost and expense.
10.2 Bv CSXT. CSXT shall own and, at its sole cost and expense, maintain, repair, replace
and renew, after construction, the Box Culvert Structure and its track over the new structure on its
own property and easement. However, CSXT shall have no obligation to modify, expand, or alter
the Culvert Structure to increase, decrease or alter the water flow or volume in any manner..
CSXT shall be permitted to install, maintain, repair and replace other utilities, facilities and cable,
or cause same to be done, as CSXT authorizes from time to time on or within the railroad bridge
structure.
10.3 Alterations. Agency shall not undertake any alteration, modification or expansion of the
Project, without the prior approval of CSXT, which may be withheld for any reason, and the
execution of such agreements as CSXT may require.
11. Indemnification
11.1 Generallv. 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.
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 of the Project. Agency's Contractors shall indemnify, defend, and hold CSXT
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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.
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.
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:
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If to CSXT:
CSX Transportation, Inc.
Liberty Business Park
4901 Belfort Road, Suite 130
Jacksonville, Florida 32256
Attention: Principal Engineer
If to Agency:
Augusta, Georgia
Attn: Mayor Bob Young
803 Municipal Building
Augusta, Georgia 30911
Copy:
James B. Wall Esq.
P.O. Box 2125
Augusta, Georgia 30903
17. Severabilitv 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. Aoolicable Law This Agreement shall be governed by the laws of the State of Georgia, 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 County, Florida, and the parties
agree to submit to the personal jurisdiction of any State or Federal court situated in Duval County,
Florida.
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.
AUGUSTA GEORGIA
By:
Bob Young
Mayor
Attest:
By:
As its Clerk
CSX TRANSPORTATION, INC.
By:
Richard M. Kadlick,
Vice President Engineering & Mechanical
Standards & Quality
7
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:
l. Construction of the railroad roadbed up to and including the sub-base and 4-
inch compacted pre-ballast for construction of the new temporary track.
2. Construction of the new U.G. Box Culverts to carry the final railroad track
alignment using Drawing No. AK-460.4-1 dated 9/17/2004.
3. Removal and disposal of the existing Canal Culverts.
4. Provide all Maintenance of Traffic and Barricades required for the closure of
9th Street Grade Crossing.
5. Remove pavement through 9th Street for temporary track and replace
pavement upon removal of the temporary track by CSX forces.
6. Remove the temporary track roadbed to the satisfaction of Railroad and any
other affected property owners.
B. CSXT shall perform or cause to be performed, at Agency expense:
1. Construct approximately l, 1 00 feet of new temporary track including the
final 4-inch track ballast.
2. Make the track cut-overs at each end for the temporary track alignment and
back onto the permanent alignment.
3. Remove and replace the track within the limits of the new culvert
construction on the existing alignment.
4. Furnish Railroad Flagging services as deemed necessary to protect the
contractor from Railroad traffic.
5. Furnish Construction Inspection Services to observe and ensure the project is
constructed according to plan.
6. Remove the temporary track.
A-I
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:
SASTRY AND ASSOCIATES, INC. DRAWING NO. AK460A-1 DATED 9/17/2004.
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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
, 200_, as amended from time to time.
"Agency" shall mean the AUGUSTA, GEORGIA.
"Agency Representative" shall mean the authorized representative to represent AUGUSTA, GEORGIA in
connection with the Project shall be Cranston, Robertson and Whitehurst, P.C.
"Contractor" shall have the meaning ascribed to such term by the Agreement.
"Work" shall mean the Project as described in the Agreement.
1. 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 OPERA nONS
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 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.
C-I
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.
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
C-2
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.
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.
C-3
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 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, 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-4
C. Agency or Contractor shall give a mmlmum 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 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.
C-s
CSX TRANSPORTATION, INC.
FORCE ACCOUNT ESTIMATE
ACCT. CODE: 709. 0
Page 1
ESTIMATE SUBJECT TO REVISION AFTER: 8/21/2005
CITY: Augusta COUNTY: Richmond
DESCRIPTION: Third Level Canal Structure Replacement
DOT NO.:
STATE: GA
DIVISION: Atlanta
AGENCY PROJECT NUMBER:
MILE POST: AK-460.45
SUB-DIV: Georgia
3950900
PRELIMINARY ENGINEERING:
Labor (Non Contract)
Surcharge 40.70%
Expenses
Contracted & Administrative Engineering Services'
Subtotal
CONSTRUCTION ENGINEERING/lNSPECTION:
Labor (Non Contract)
Surcharge 40.70%
Expenses
Contracted & Administrative Engineering Services
Subtotal
FLAGGING SERVICE: (Contract Labor)
Labor (Conductor-Flagman)
Labor (Foreman/Inspector)
Surcharge 118.13% (Transportation Department)
Surcharge 109.97% (Engineering Department)
Per Diem (Engineering Department)
Expenses
Subtotal
SIGNAL & COMMUNICATIONS WORK:
(Details Attached)
TRACK WORK: (Details Attached)
ACCOUNTING & BILLING:
Labor
Surcharge 91.78%
Expenses
Subtotal
PROJECT SUBTOTAL
CONTINGENCIES:
GRAN D TOTAL ****************************************************~
NOTE: Estimate is based on FULL CROSSING CLOSURE during work by Railroad Forces.
$
$
$
$
$
$
$
$
$
$
3,000
1,221
564
21,803
26,588
$
$
$
$
$
$
$
3,300
3,629
6,929
$
5,000
$
300,100
$ 4,000
$ 3,671
$ 600
$ 8,271
$ 346,888
$ 7,135
$ 354,023
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 actuai cost for CSXT work may differ based
Office of Assistant Chief Engineer Public Improvements--Jacksonville, Florida
Estimated prepared by: HDR Engineering
DATE: 12/17/2004 REVISED: 212212005
Form Last Revised: November 05. 2002 D.C.C.
o
CSX TRANSPORTATION, INC.
FORCE ACCOUNT ESTIMATE
ACCT. CODE: 709 -
Pub EB - 3 GFP
Page 1 of 3
ESTIMATE SUBJECT TO REVISION AFTER: 8/21/2005
CITY: Augusta COUNTY: Richmond
DESCRIPTION: Third Level Canal Structure Replacement
DIVISION: Atlanta SUB-DIV: Georgia
DRAWING NO.: DRAWING DATE:
AGENCY PROJECT NUMBER: 3950900
DOT NO.:
STATE: GA
MILEPOST: AK-460.45
PRELIMINARY ENGINEERING:
Labor (Non Contract) UNDER SEPARATE AGREEMENT
Surcharge 40.70%
Expenses
Contracted & Administrative Engineering Services
Subtotal
CONSTRUCTION ENGINEERING/INSPECTION:
Labor (Non Contract)
Surcharge 40.70%
Expenses
Contracted & Administrative Engineering Services
Subtotal
J1 Days @ $ 250.00
FLAGGING SERVICE: (Contract Labor)
Labor (Conductor-Flagman)
Labor (Foreman/lnspector)
Insurance 21.00%
Surcharge 97.13% (Transportation Department)
Surcharge 88.97% (Engineering Department)
Per Diem (Engineering Department)
Expenses
Q Days @
.1Q Days @
Q Weeks @
Q Days @
Subtotal
SIGNAL WORK:
Temporary (Details Attached)
Permanent (Details Attached)
Subtotal
COMMUNICATIONS WORK:
Temporary (Details Attached)
Permanent (Details Attached)
Subtotal
$
$ 220.00
$ 360.00
$ 45.00
$
$
$
$
$
$
$
$
$
$
3,000
1,221
564
21,803
26,588
$
$
$
$
$
$
$
$
3,300
.693
2,936
6,929
$
$
$
5,000
5,000
$
$
$
CSX TRANSPORTATION, INC. Page 2 of 3
FORCE ACCOUNT ESTIMATE
ACCT. CODE: 709 .
Pub EB - 3 GFP
TRACK: LABOR
Construct Track TF 1100 1100 MAN-HRS $ 19.75 $ 21 ,725
Cut & Throw Track Temp TF 300 400 MAN-HRS $ 19.75 $ 7,900
Cut & Throw Track Final TF 300 400 MAN-HRS $ 19.75 $ 7,900
Remove and Replace Lubricator EA 1 32 MAN-HRS $ 19.75 $ 632
Install Crossties, Track Shifts EA 163 163 MAN-HRS $ 19.75 $ 3,219
Remove Trk over Canal TF 200 32 MAN-HRS $ 19.75 $ 632
Const Trk, Final over Canal TF 200 200 MAN-HRS $ 19.75 $ 3,950
Field Welds (CSX Contract) EA 36 Q MAN-HRS $ 19.75 $
Install Ballast NT 1466 220 MAN-HRS $ 19.75 $ 4,345
Line and Surface TF 2800 300 MAN-HRS $ 19.75 $ 5,925
Cut & Remove Pavement LF 80 .1Q MAN-HRS $ 19.75 $ 316
Install RS/Asphalt Surface TF 40 128 MAN-HRS $ 19.75 $ 2,528
Pick up Temp Track TF 1100 240 MAN-HRS $ 19.75 $ 4,740
Clean-Up 40 MAN-HRS $ 19.75 $ 790
Insurance 21.00% $ 13,566
Surcharge 88.97% $ 57,477
Subsistence 328 MAN-DAY $ 90.00 $ 29,520
Subtotal $ 165,165
TRACK: MATERIAL
Cross Ties, Main Line 660 EA $ 26.50 $ 17,490
Crossties, Cut & Throw 163 LF $ 26.50 $ 4,320
Lubricator Fixtures 1 LOT $ 500.00 $ 500
Crossties, Final over Canal 120 LOT $ 26.50 $ 3,180
Rail, 132 RE SH CWR (Temp) 2200 LF $ 9.03 $ 19,866
Rail, 132 RE SH CWR (Final over Canal) 400 LF $ 9.03 $ 3,612
Misc. OTM 1 LOT $ 7,000.00 $ 7,000
Ballast (4" final lift) 500 NT $ 6.00 $ 3,000
Field Welds By CSX Contract 36 EA $ $
Sales Tax on Material 7.00% $ 4,128
Material Handling 5.00% $ 2,948
Subtotal $ 66,044
CONTRACT:
Field Welds 36 EA $ 360.00 $ 12,960
Asphalt Paving Final Alignment 1Q NT $ 300.00 $ 3,000
Asphalt Paving (Temp) BY OTHERS Q NT $ 110.00 $
Disposal of Waste Materials BY OTHERS Q TF $ 10.00 $
Maintenance of Traffic BY OTHERS Q DAY $ 300.00 $
Subtotal $ 15,960
CSX TRANSPORTATION, INC.
FORCE ACCOUNT ESTIMATE
ACCT. CODE: 709.
Pub EB . 3 GFP
28 DAY $ 180.40
28 DAY $ 304.16
28 DAY $ 283.04
28 DAY $ 140.00
28 DAY $ 113.52
28 DAY $ 11.52
1.Q DAY $ 200.00
1.Q DAY $ 350.00
1.Q DAY $ 785.60
1.Q DAY $ 285.60
.Q CAR/MI $ 0.92
EQUIPMENT RENTAL:
Gang Truck
Boom Truck
Dump Truck
Backhoe
Compressor
Air Drill/Wrench
Front End Loader
Dozer
Tie Tamper (Production)
Ballast Regulator
Subtotal
TRANSPORTATION:
(All on Line Miles)
Subtotal
WORK TRAIN:
Subtotal
SALVAGE:
Rail
aTM
Subtotal
ACCOUNTING & BILLING:
Labor
Surcharge 91.78%
Expenses
Subtotal
PROJECT SUBTOTAL:
CONTINGENCIES:
g
DAY
$ 2,060.10
48.4
11
NT
NT
$
$
65.00
75.00
20 Days @ $ 200.00
GRAND TOTAL ****************************************************;
DIVISION OF COST:
Agency
Railroad
100.00%
0.00%
"()"~L *****************************************************
NOTE: Estimate is based on FULL CROSSING CLOSURE during work by Railroad Forces.
$
$
$
Page 3 of 3
$
$
$
$
$
$
$
$
$
$
$
5,051
8,516
7,925
3,920
3,179
323
3,000
5,250
11,784
4,284
53,232
$
$
$
$
4,120
4,120
$
$
$
(3,146)
(1,275)
(4,421 )
$ 4,000
$ 3,671
$ 600
$ 8,271
$ 346,888
$ 7,135
$ 354,023
354,023
354,023
This estimate has been prepared based on site conditions, anticipated work duration periods. material prices, labor rates, manpower and resource availabiilty, and other
factors known as of the date prepared. The actual cost for CSXT work may differ based
Office of Assistant Chief Engineer Public Improvements--Jacksonville, Florida
Estimated prepared by; D.Krafft HDR Engineering
DATE: 12/17/2004 REVISED: 2/22/2005
"
EXHIBIT E
PA~ENTSCHEDULE
Advance Pavrnent in Full
Upon execution and delivery of notice to proceed with the Project, Agency will deposit with CSXT the
sum equal to the Reimbursable Expenses, as shown by the Estimate, Exhibit "D", $354.023. 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.
EXHIBIT F
INSURANCE REQUIREMENTS
I. Insurance Policies:
Contractor and Agency, if and to the extent that it is performing work other than through its
Contractor 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.
3. Commercial automobile liability insurance with limits of not less than $500,000 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:
a. The insurer must be financially stable and rated B+ or better in Best's Insurance Reports.
b. The Railroad Protective Insurance Policy must be on the ISO/RIMA Form of Railroad
Protective Insurance - Insurance Services Office (ISO) Form CG 00 35.
c. CSX Transportation must be named as the named insured on the Railroad Protective
Insurance Policy.
d. Name and Address of Contractor and Agency must be shown on the Declarations page.
e. Description of operations must appear on the Declarations page and must match the
Project description, including project or contract identification numbers.
1
Il
~
"
.
f. Authorized endorsements must include the Pollution Exclusion Amendment - CG 28 31,
unless using form CG 0035 version 96 and later.
g. Authorized endorsements may include:
(i). Broad Form Nuclear Exclusion - IL 00 2l
(ii) 30-day Advance Notice of Non-renewal or cancellation
(iii) Required State Cancellation Endorsement
(iv) Quick Reference or Index - CUlL 240
h. 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 (f) or (g) above.
(v) Policies that contain any type of deductible
5. Such additional or different insurance as CSXT may require.
II. Additional Terms
1. Contractor must submit its original insurance policies and two copies and all notices and
correspondence regarding the insurance policies to:
Walter D. Tyler, CPCU, ARM
CSX Transportation, Inc.
Risk Management
301 West Bay Street
BellSouth Tower
Jacksonville, FL 32202
2. Neither Agency nor Contractor may begin work on the Project until it has received
CSXT's written approval of the required insurance policies.
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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 ,200_, between AUGUSTA, GEORGIA and CSXT,
Contractor hereby agrees 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:
1- t