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HomeMy WebLinkAbout2020-047AProject: High Pointe 65th StJ Old Dixie Hwy Subgrade water main crossing utility improvements CONTRACT FOR CONSTRUCTION OF UTILITY IMPROVEMENTS ON FLORIDA EAST COAST RAILWAY, LLC PROPERTY AND AGREEMENT TO WARRANTY AND GUARANTY UTILITY IMPROVEMENTS AT COMPLETION AND TO PROVIDE A BILL OF SALE (RE: 65th StJ Old Dixie Hwy Subgrade water main crossing) THIS CONTRACT, made and entered into this 1 7th day of March, 2020 (the "Effective Date") by and between GRBK GHO High Pointe, LLC, a Florida limited liability company, having a mailing address of 590 NW Mercantile Place, Port St. Lucie, FL 34986, hereinafter referred to as "Developer," and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, by and through its Board of County Commissioners, hereinafter referred to as "County". WITNESSETH: WHEREAS, the undersigned Developer desires to construct certain off-site improvements, consisting of a subgrade water main (the "Improvements") within the Florida East Coast Railway, LLC property located at 65th Street and Old Dixie Highway (the "Crossing"); and WHEREAS, plans for such Improvements have already been approved by the Florida East Coast Railway, LLC; and WHEREAS, in order for the County to modify the Blanket License Agreement between Indian River County and Florida East Coast Railway, LLC, dated September 26, 1996, to include the Improvements the County will require Developer to post acceptable security in either the form of cash or a letter of credit from a lending institution acceptable to the County, in the amount of 115 % of the estimated costs of the proposed Improvements, submitted under seal by an engineer registered in the State of Florida to practice professional engineering, and approved by County, to guaranty installation and completion of the Improvements to the satisfaction of County; and WHEREAS, said Improvements are to be completed within twelve (12) months of the date of the security provided to the County herein referred to as the Effective Date; and WHEREAS, upon completion of the Improvements by Developer and upon approval of same by the County Utility Director, seventy-five (75%) percent of the security will be released by County with the remaining twenty-five (25%) percent to be held as warranty security for one (1) year from the date of approval by the County Utilities Director. Additionally, if security is posted in the form of a letter of credit, that letter of credit must remain valid for 90 days beyond the 1 -year warranty period; and WHEREAS, at the completion of the Improvements, Developer agrees to execute a Warranty and Guaranty Agreement and Bill of Sale to warranty the Improvements for a period of one year against defects due to faulty field engineering, workmanship, or materials, secured with the remainder twenty five 25%) percent security mentioned above; and WHEREAS, nearing the end of the 1 -year warranty period, or sooner if the need arises, County will cause inspections to be performed to determine if the Improvements remain free from defects due to faulty field engineering, workmanship, or materials. If the Improvements are determined to be acceptable, then the remaining twenty-five (25%) percent security will be released by the County Utilities Director at the end of the warranty period. In the alternative, if the Improvements are found to be defective, County will notify Developer of such defect(s) and Developer must immediately cure the defect(s). Failure to cure any defects will result in the Developer, as principal, and the escrowed cash or letter of credit being jointly and severally liable to pay for the repairs; and WHEREAS, failure by Developer to construct the Improvements within the 12 - month period from the date the security is provided will cause Developer to be in default under this Contract, and Developer and the underlying security shall be jointly and severally liable to pay for the cost of construction and installment or removal of the Improvements to the final total cost including warranty; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES HEREIN CONTAINED, the parties agree as follows: 1. Developer agrees to construct on or before one year after the Effective Date herein described, in a good and workmanlike manner, the Improvements, which are described as follows: See Exhibit "A' attached hereto 2. Developer agrees to construct said Improvements strictly in accordance with the conditions of project approval and requirements of any applicable Florida East Coast Railway, LLC requirements, all of which are hereby incorporated by reference and made a part hereof. 3. In order to guarantee performance of this Contract, Developer shall simultaneously herewith furnish either cash or an irrevocable letter of credit, having an expiration date of not less than 27 months from the Effective Date of this Contract, provided by a banking institution acceptable to the County, in a form to be approved by the County, naming Developer or Developer's contractor as customer and the underwriting bank, in the amount of One Hundred Sixteen Thousand, Six Hundred Fifteen and 1/100 Dollars $116,615.01 which amount is not less than one hundred and fifteen percent (115%) of the estimated total cost of 2 Improvements to be constructed. It is understood that the full amount of the letter of credit shall remain available to the County. If cash is posted, a Cash Deposit and Escrow Agreement will be entered into between the posting party and the County. 4. Developer shall procure and keep in effect comprehensive general liability insurance in the limits of $2,000,000.00 each occurrence for bodily injury or death and $2,000,000.00 property damage each occurrence, covering all obligations of Developer to indemnify the Florida East Coast Railway, LLC by Contractual Assumed Liability Endorsement. Alternatively, Developer may procure and keep in effect until the end of the 1 -year warranty period, Railroad Protective Liability Policies insuring the Florida East Coast Railway, LLC directly as insured against losses and damages with the limits specified in this paragraph. All such insurance, directly or indirectly for the benefit of the Florida East Coast Railway, LLC, shall be in a form satisfactory to the Florida East Coast Railway, LLC's Manager of Insurance and issued by a casualty company/insurance company authorized to do business in the State of Florida that has a "Best's" rating of A or A+ and a financial category of Class XII or higher. The Developer shall also, at its cost and expenses, maintain a Workman's Compensation Insurance Policy as required in the State of Florida. All such insurance, directly or indirectly for the benefit of the Florida East Coast Railway, LLC, shall be in a form satisfactory to the Florida East Coast Railway, LLC's Manager of Insurance and issued by a casualty company/insurance company authorized to do business in the State of Florida that has a "Best's" rating of A or A+ and a financial category of Class XII or higher. Indian River County shall be listed as an additional insured under this policy. Developer, Developer's contractors or Developer's subcontractors shall not begin construction, installation or any other work associated with the Improvements on Florida East Coast Railway, LLC property until the Developer presents satisfactory proof of meeting these requirements to the County. Developer agrees that it shall and will at all times hereafter indemnify, defend and save harmless the Florida East Coast Railway, LLC from and against all judgements, and all loss, claims, damages, costs, charges, and expenses ("Costs") which it may suffer, sustain or in anywise be subjected to on account of or occasioned by the operations of the Developer, or any of Developer's contractors or Developer's subcontractors, or some or all of them, whether directly or indirectly under, or pursuant to, this Contract, including any such Costs arising from the death, bodily injury or personal injury of, as follows: Of any person, including without limitation upon the generality of the foregoing description, employees and officers of Florida East Coast Railway, LLC, employees and officers or materialmen, employees and officers of Developer, employees and officers or all Developer subcontractors, and from loss, damage, injury and loss of use of any real or personal property (a) in which Florida East Coast Railway, LLC has any ownership interest, and (b) personal property in the custody of Florida East Coast Railway, LLC under any transportation contracts, including without limitation upon the generality of the two foregoing enumerations, all railroad equipment commonly described as rolling stock and the contents of the same. Developer agrees to indemnify, hold harmless, and defend the County against any and all claims, damages, losses, and expenses, including attorney's fees, for property damage, personal or bodily injury, or loss of life, arising from the negligent acts or omissions of the Developer, its officers, employees, agents, or contractors, subcontractors, laborers, or suppliers, relating to the construction of the Improvements. KI Satisfactory completion in accordance with the approved project and Florida East Coast Railway, LLC permit shall be determined by the County Utilities Director and shall be indicated by specific written approval of the County Utilities Director or his designated representative, after receipt of a signed and sealed Certificate of Completion from the project engineer of record. 5. At least 72 hours prior to the Developer, or Developer's contractors or Developer's subcontractors entering upon the Florida East Coast Railway, LLC property, the Developer shall schedule with Florida East Coast Railway, LLC a FEC flagman/watchman. Developer shall also locate Florida East Coast Railway, LLC's, signal and train control cables by calling the Florida East Coast Railway, LLC Engineering and Signal Department at (800) 342- 1131 ext. 2377. In addition, and also prior to any entry onto Florida East Coast Railway, LLC property by Developer, Developer's contractors or Developer's subcontractors, a Certificate of Insurance naming FDG Flagler Station ll, LLC and Florida East Coast Railway, LLC as an additional insured must be submitted by the Developer to the Director — Corridor Management and Marketing for Florida East Coast Railway, LLC. Developer, Developer's contractors or Developer's subcontractors shall not begin construction, installation or any other work associated with the Improvements on Florida East Coast Railway, LLC property until the Developer presents satisfactory proof of meeting these requirements to the County. 6. All persons entering upon the Florida East Coast Railway, LLC property must take a Roadway Worker Training Course with Railroad Protective Services, Inc. and be certified yearly with a Roadway card through the on line training course at their website: www.RRTrainers.com. Developer, Developer's contractors or Developer's subcontractors shall not enter upon the Florida East Coast Railway, LLC property until the Developer presents satisfactory proof of meeting these requirements to the County. 7. Prior to any digging or subgrade work on Florida East Coast Railway, LLC, property, Developer, Developer's contractors or Developer's subcontractors shall call "SUNSHINE" at 1-800-432-4770. 8. Subgrade crossing installation shall be marked by the erection of a suitable monument located on each side of the Florida East Coast Railway, LLC's property. 9. All crossing work shall be of the usual strength and fitness for the purpose intended to be done in good and workman -like manner by the Developer, Developer's contractors or Developer's subcontractors, at its sole cost and expense and in a manner satisfactory to the Florida East Coast Railway, LLC. Within 30 days after completion of construction or installation, Developer shall certify to the Florida East Coast Railway, LLC in writing that the fixture has been installed in substantial conformance with the plans attached as Exhibit "B". Developer shall submit such certification to the County Utilities Director at the same time as submitted to Florida East Coast Railway, LLC. 10. Developer shall pay all costs of supervision, labor and material incurred by the Florida East Coast Railway, LLC in supervising, protecting and restoring the Florida East Coast Railway, LLC property related to the Improvements. 11. If the Improvements consist of a pipe or conduit to extend under the tracks of the Florida East Coast Railway, LLC, the same shall be located not less than 5.5 feet 4 below the bottom of ties in such tracks, and properly safe -guarded as may be necessary or as required by the Florida East Coast Railway, LLC. 12. In addition to the requirements set forth in this Contract, the Developer, its successors or assigns shall comply with all requirements set forth in Exhibit "B" and the Blanket License Agreement between the County and Florida East Coast Railway Company, dated September 26, 1996 attached hereto as Exhibit "C". 13. Developer shall construct and maintain until such time as the utilities are accepted by the County all appliances or fixtures crossing over, under or across the Florida East Coast Railway, LLC's tracks and property in conformity with Florida East Coast Railway, LLC's specifications, together with such other laws and regulations as may be applicable. 14. Any subgrade or above grade crossings of the Florida East Coast Railway, LLC's property shall be subject to the terms of the "GENERAL SPECIFICATIONS FOR SUBGRADE AND ABOVE GRADE CROSSINGS OF THE RAILWAY'S RIGHT OF WAY" issued by the Chief Engineer, Florida East Coast Railway, LLC, the terms and conditions or which are incorporated herein by reference. 15. Developer shall obtain and maintain all necessary permits, licenses and franchises required by law until such time as the utilities are accepted by the County. Whenever Developer's appliances, fixtures or facilities are located near or adjacent to any communication or signal lines of the Florida East Coast Railway, LLC or any licensed communication utility on the property of the Florida East Coast Railway, LLC, Developer shall at all times prevent interference in any way with the construction, maintenance, or operation of such crossed or adjacent signal lines or communication lines, and in such event, Developer shall adopt, use and maintain the best known and most effective methods to protect the aforesaid communication lines from physical hazard and inductive interference. 16. Developer's appliances, fixtures, facilities or crossings shall not at any time interfere with or endanger the track, roadbed, or other property of the Florida East Coast Railway, LLC, or the operations, maintenance or improvements of the Florida East Coast Railway, LLC, or any other party thereon; and Developer shall at its own expense, on notice from the Florida East Coast Railway, LLC, forthwith change, improve or repair such appliances or fixtures as may be prescribed by the Florida East Coast Railway, LLC. 17. Should the Improvements cause any change or alterations in the location or arrangement of the wires, poles, appliances, fixtures or facilities of the Florida East Coast Railway, LLC or the wires, poles, appliances, fixtures or facilities of any licensed communication utility on the Florida East Coast Railway, LLC property, the cost of such alternations or re- arrangements shall be paid by the Developer. 5 18. Developer agrees that if by any reason of any changes or additions made at the time by the Florida East Coast Railway, LLC in its tracks, right-of-way or property, structures, and appliances thereon, or property, it becomes necessary to change the location of all or any part of the crossing, such changes as are necessary shall be made by the Developer promptly at the request of Florida East Coast Railway, LLC and at the sole cost and expense of the Developer. 19. In the event the Developer shall fail or neglect to fulfill its obligations under this Contract, the Developer, as principal, and the escrowed cash or letter of credit shall be jointly and severally liable to pay for the cost of construction and installment or removal of the Improvements to the final total cost, plus the warranty, including but not limited to engineering, construction, legal and contingent costs, including reasonable attorney's fees incurred by the County, together with any damages, either direct or consequential, which the County may sustain as a result of the failure of Developer to carry out and execute all provisions of this contract and applicable ordinances of the County. If this Contract is secured by a letter of credit, then in no event, shall the liability of the underwriting bank under this paragraph exceed the total amount of the original obligation stated in the letter of credit. Additionally, in the event the Developer shall fail or neglect to fulfill its obligations under this Contract, County shall have the right to immediately terminate this Contract and the Developer's right to construct or install the Improvements under this Contract. 20. The parties agree that the County at its option shall have the right, but not the obligation, to construct and install or remove or, pursuant to receipt of competitive bids, cause to be constructed and installed or removed the Improvements in the event Developer shall fail or refuse to do so in accordance with the terms of this Contract. Developer expressly agrees that the County may demand and draw upon the existing cash escrow or letter of credit for the final total cost of the Improvements, including the warranty. Developer shall remain wholly liable for any resulting deficiency, should the cash or letter of credit be exhausted prior to completion of the Improvements. In no event shall the County be obligated to expend public funds, or any funds other than those provided by the Developer, or the underwriting bank to construct the Improvements. 21. At the completion of the Improvements, Developer agrees to execute a Warranty and Guaranty Agreement and Bill of Sale to transfer all its right, title and interest to the County in and to all the Improvements constructed within the Florida East Coast Railway, LLC property, free and clear of encumbrances, together with the assignment of all existing warranties, and Developer's agreement to warranty and guaranty the Improvements for a 1- year period and, on each occasion, and at Developer's expense, immediately correct any defect due to faulty field engineering, workmanship, or materials upon notice by County. Said warranty will be secured with the twenty five (25%) percent security mentioned above; and 22. Any cash or letter of credit provided to the County by Developer or Developer's contractor with respect to this contract shall exist solely for the use and benefit of the County and shall not be construed or intended in any way, expressly or impliedly, to benefit or secure payment to any subcontractor, laborer, materialman or other party providing labor, material, supplies, or services for construction of the Improvements, unless the County shall agree otherwise in writing. X 23. This Contract is the full and complete understanding of the parties and shall not be construed or amplified by reference to any other agreement, discussion, or understanding, whether written or oral, except as specifically mentioned herein. This Contract shall not be assigned without the express written approval of the County. Any amendment, deletion, modification, extension, or revision hereof or hereto shall be in writing, executed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day and year first above written. GRBK GHO HIGH POINTE, LLC, a Florida limited liability c¢mpany, Developer William r, nager INDIAN RIV COUNTY, a political Subdivisi of the State -of JerMa ATTEST: Jeffrey R. Smith, Clerk of By: Court and Comptroller By. Deputy Clerk Approved as to form and le al sufficiency: Dylan Reingold Countv Attorney 7 Adams, Ch&i an BCC approved: March 17, 2020 "EXHIBIT A" 65th Street Water Main FEC Railway Construction Estimate Utility Cost Estimate UCP # 3480 WATER SYSTEM I UNIT QUANTITY UNIT PRICE TOTAL 12" HDPE / Directional Bore Under R/R LS 1 $ 101,404.36 $ 101,404.36 Subtotal $ 101,404.36 $ 101,404.36 TOTAL 1 $ 101,404.36 Surety Amount (115%) 1 $ 116,615.01 CERTIFICATE OF COST ESTIMATE I, Jodah B. Bittle, A Florida registered engineer, License No. 57396, do hereby certify to Indian River County that a cost estimate has be prepared under my responsible direction for those improvements itemized in this exhibit and that the total cost ti ate for said improvements is shown above. APPROVED (Signature) /Z ---_(Date) Gi 3�' Little, P.E., Fiorida Registered Engineer License No. 57396 TI .DougS, s/�oza f ƒ \ /Lo / 2 e 0 Of \ \ ( ( / \ / c \ 2 24 }� f.J + / § k o ° § ƒ \ & E © R 2 2LLJ § 3 \ / § ® 4I c �C) / / % ; 2 8 / w k / , § § \ 7\ (\m g 7 ° \ m $ � k w $§ &% ® ¢$$2* \ 6\■§f - ) k6m ,2 § 2 *\$\>ak (v \ \�§j 2 2 /u m \ /� o e r4 j Lk) \ \�\§)\&\ 9 �w EXHIBIT "C" i> iiu HILANKET UC -E- $ AGn"7[ n, made and entered into, In'duplicate, this 2 � day of 'Ye !' D.,19�_ l y and between FLORIDA EAST COAST RAILWAY Ct31K'FPANY, hereina€ler called 'Wailway` And iNDiAN RLV &Ji C-Olj VTY, a pohtEcai: sobdWislon of the state of Florida, c% Department of Utility Services, 1.84A 25tH Strec4, VizoBcach;:}�Iori¢e 3 96Ct,'iieceiaaftrxoaJled "Licensee". 'W IT'N RS S E'TH: WSIERBAS else �iccnsee has.'heretofbre constrycted and' now tnauitains overhead and subgrade appliances and. fixitues crossing,oe aad"e'c t} J wa}±s sight of'way and "over and under thetracks and !facilities of the lRailway.'at points listed oalhe-schedule market ,'Scher l M and W1V1 EASE the L,icea may -desire in $6 future to construct and maintain. additional crossings iising, certain pipes, Poles, guys,Anch4t ;;,v wpension Jlnes.ft?r'ihc su;ue, all of which are sometimes hereinafter cal ed "appliances", "fixturesl-4 or *facilJties` on end across the ri�j of way and over andunderthe tracks of the Railway from time -to time. -at other points alongthe light of wayofsaid Railway,. and' VVMR9AS,bApa * hereto ere dmi►vus of entering into an agree; =A which shall cover the terms upon which such' etosssings•irave heretofore.ictri apd may heieatter be riiade, NOW 714ERLFC4MtheRsilway, forvahtable.oat iderstion and the covenants and agrrements ofmid.Licensee. hereinader'safrath, does hmby give tovLiccnsea.the right and Privilege to construct, install and miiintain said appliances, fixtures, fanilitfes dr crossings: on.and:scross iiaway's right of way and over °and under the tracks and.facilitics-of said Railway at tiidpoitrts'listed m:ft schWule?ttarkedr"Sahedute A` -attached hereto mud by.this reference, made s partbandf, and at such: otiicr paints a%ttg.it line oftsi&nad itffit may be Meaftec requested in advance of any construction or inststlation Vth6li0ensee grid sulaject to d*APprovnl of the Railway, upon thefollowing• terms aid oanditiona, to -wit:. check tnada,,payable to.Floridn tahasin said trppliances,,flxttues, faetlities ar in duplicate, togetherwith twenty ( - }rifts ling work,. Said application *il1 be malted to Coinpairy>TX). Di aver 144$, : t Avgtisiirie> t Railway arnpany to cove applicatblanon 2 Plan shall;sliow ittforrrtat ontor-carrier pipe and casingpipe'Jf used, and angle of crossing; Railway survey ststion,.ordistanoe to neanesY:gule piXst r1}3iit of way lute§; tracks and;all 'other Railway facilities near paint of;tossing Pfo6loshatlshawpipe'orwtro -- inrclataoritgactvaiprtsfileofgrdwtd:andtracks;ifsubgradepipe, proposed methodof installd6iod; andtaca {ion of jssckir� pit,:wiuch sl ani riot be closer ihsui thu#y(3:0} Teat frarx the center ofnearesttrack t?pen-ovt•r;raihn;i't�P installatrosr thsougftRailway's taedtiod will no;fie: pernritteii 3, it'! A4.a1utpaIly understood and: agtreed` by and between the parties hereto that said %ftmde dossing installation<shetl be _marked Iiy the erection of a sun able monument located on each side of the Railway's right cf wiry:. 4. ThcRaiiwayshxU in writing; notify the Licensee whether it.hasany objections to the pmpvsed;crosswg work and -;if so, shall specittj`Ilte Sortie;: in which event;:no ccoss ng work:shall be commcnced b rile t icensee.heieundcr until -it nsx v�s the ivrittea aRprcaval the Railway. ;lf thol'Allwayfinds no tift)xt oris to said crossing work, it -will so notify the, Liani th�Lieensee shall be'.pea7uftcd'and;,sllowed to coruiiience the crossing work;pmposed, part. t'oimance 1500, 4-p2au: 04cJr . to thiszgrocaneni tl7-4`-BALM' aose-intended and be done in good and. s tisfactory to the Railway, Wlthht 34. that Fila --,217-4-0 6, The Licensee shall corastrtxA antimaintuin aU opplimmorTixturesorossing vvef,nnder, or'across the RAHWAYs tracks ands ofway, in conformity with Railway's specifications, together with such-otheilaws, and ,regulations asmay be applicable. 7. If aq aming3l=umder =49 of a pipe or condult.to, extend Wd6r die tracks of the Railway, *p paie shall b0peated.w0puthart 5.5 feet below the boum and; i prom As required by Ra wireline to extendover the tracks qfthcRiilw.ay llway. If is a die spane sholl be Iocuted riot iessthan 43foesboyetheraUsixithaddiumgclearances st=tainlos a6' 00S rpre—Rayl way:.' CIVOA!s 9 such wires ihill, Be m 6�'6keteki aid of good and sLoldent.quo 0 - cod and _Iqai�ied e�-Iitivirudber designated by-th* RaRway. AH -poles must be securely:planted, tMscy �tateneA6 to Pf"eut. dielawle B-cim,fiffliiig. on.1he #a0m or other pioperty of Railway or upon other wires on the right ofway, iso Didier fsctlitiev of the L ceissee shall. be located upon any ot.1he Railway's prop" without Its ptior,vittenTerfilissibm EL Inwiditlontothe offiwterrm ofthis agreementany.subgrade orabova"gra&crossing ,ot.the,RaBway's right of way is subject to the teems of the 'GENERAL SPECIFICATIONS FOR SUBGRADE AND ABOVE GRADE CROSSINGS OF THE RAILWAY'S R IG'HT OF WAY' issued by the of we,of doef&gihecr, Florida'F'W'Coast Railway Company; the terms and .conditions -ofwhich arse i400rporated hereinby ref==. 9. Th.c.-Licensee shell, obtain andrftai� all noces.-my permits;. licenses and franchises required by law, Mpriever under tf�s aw,cenitnt, Licensee's appi iinces. fixtures tr -fodilides are looked> near or adjacentto any ommunic4lipti or Iinm_ofdwRa6 way *1�.- the-ilgh Way or -Railway, Li=.,6-- signal or any liomt-4d tommunic shall atjia.fira pmv&it intcxfwcnce In.any waylvith. the cdonxvklnmmm_or operaiimofsmh crossed or adjacent signal*opi: coffitnuxic4tion lines, drid in -soch eve see shal � the best,known and most lines pt Lim JiWoph xiso an '�Ynsintai q_ pffoctiverawho&to protect the aforesaid oomnawcatidnJillegfmii P hazard and Induotive inttmf==. 16. TbatU -pensee shall and 'wilicausa.ductio&,c,,dndL�m.no Ov Imss than forty eight 9) how, excluding n 0 S.Wrd-sund-and holidays, to be given in writin -91 to the Rayls* � _'Way under Uoenscr, proposes to enter uponor cross IhOraoks, votdW Qr'Qtbcrpr.0%5crvVof'&0 Ra with 04 crossings orlor mccavatiomowrefor. in orda-tbat prom prowetionmaybe.provided4or treins. 'Yl'�OlwaTsball Qbjectto thetotice as tpo,slimbf,that ft'work hes not in Railway, no. such work shall beconnxericod L.I. 'rtratsaid appliances, rodarts, facilities or crossings: qfthe Licensee shell. -nae st tqy'th0:,inttrfere ti , ith.or endanger the track, roadbed, mother Propertyoperations,, Maintenando.or;ftuprovements of the . of. W brof Other pad0lercom 10aliqensoc-shall at its.own;bx Orl 316doe*om sai&R My, ow- expense,; a4way, forthwith change; improve drrepaii such applifmce or fixtures as maybe PT-esctib,6d:tiy:said'izaihvay, M Saeid the provisions cor0ined'hervin causexty loWion_oraq0S!!;nent,6f tho wires, poks,.appriances, fixtures or faciliilm orffio',Railway brlhe witespol - es. appliances, ionces, fixttiresor facilities Of any Bopnod,counrximicafm uffq on-dw ri& of wa y6fRailway;the costofVJC�h alt"AfionsorT'_ D=tSSh&.bepaid 'by, the saialiceam. T3. License age eest'i6tif, taymdt6n_of anydm a"tioptr rna4c at aqAliint ley lae Ailwaym ft tracks. and al:961r, 14 I.icer>seelaz�y "ass firm and against airy'sed all "lieb or in any way°b.esubjected to, mt'�4�0'Adm: L Person Wbo=OeVor (including OMMS. Ageilt% invitees of itailway), and for damage to or loss of or destmetion.of any;property:whatsoever, arising out A u, os in. any way-sonnected witli. the presdnee, existence, operations or use of Piprline orviy stsuctirrc:in n with, oc restoration ofpremises of Licensorto. good order:or condition. after removal, Except when proven. ati d oIelyby the:fautt,faitute or riegltgenee of Railway. However, during any period of.acad eonskuction, nst»oe, ieptaoraacnt orretiioval oI'thc Pipeline, whet ern agents or,parsotuiel od I:icelisea ars'un the saiitoad' E,icettsee's tiabt7ity tierethtder sbajl:be elisnlute,'to lite eaiteut permitted by Iocat law, irrespocti4e of Bay sole rieglig�ee ofltai'lway: Notwithstaiditig.anytlung to the. contrary contained is this agreeizietif, zto provtston ltdor:shaIl be•;ooi>strt ri as;a waiver of sovereign immunity beyond the provisionsof Section 768-;-A Florida 8tatntes'. 15. Licensee covenants to pay Railway all. costs of supervision, labor and 1paterial incurred tsy Railway in supervising, pzotocti`ng and reacting IhC pro_pe�ty`of ilic'Rai;rvny'iiy reason: of operations ofIicrnsee. Ifs. Commencing wjUrthe uiitipl team ord6 Agreernent,,Licensee shall pay in advance unto Railwq for each.yeac orfregticut thereoff •,ofthe.litoof said Crossings. or other facilities, the applicablesimss as listed on Schedula *katta ed hereto and xuade.wWbereof,.together-with.such future increases that may be dictated by market conditions, i.7=,ths: avant any cztHer appliances, fixtures cr facilities or crossings upon or acs the right ofivay of the Railw"'5halt hatina€ia be&xmzi toeac sl as oFit . datchcreof,:although not shown on ScheduleattacheiI iieieto,onto hflve beau addeddunrig t5e.lifa of flits sgi?rexnent, such' appliances, fixtiir r s or jaailities or°crossings upas oY aposs therigtitof w.ay or the RaihRsy: shalt be part of thin agi�ctncrtt by amendment thereto, given siruilar data as Sot the crossings or'other faai�itics•shasysfiauthe stfac'bed'Scltecieilo_and all the te:rus o€ihis ageetncnt shell alspiy t4 such additional wizieltttbfagiliges.: 18 Mos, aVv.= rrt and Licensees right'hereunder shall not be assigned normortgaged by said Uccnset:without, priorvrittenvonsent;bf the hallway having been first. obtained, 14 >soewaives wATcHrquUes arry'tcgal-rights artd monetary claimswhicIi it.nvgiit hsvtsgai ist l7orida fast Coast Railway Conapatiyfor,M-compensation, of damages of any -sort; indluding but not lirriited to special rfar we; severazict-_ anlages, r ioval casts or Ings a€business: profits.resulting Emm its loss of occupancy; of the licensed property specifial is $usment whethersuch propea'Ey is taken byemnent ciornaur proceedings or.soici:under Lha threaGt�iercof wji rw,xk tia`Ratf+*$ pmpafywithous•hayusg a R.roadwatclurtan premt at an tunes work,,hereunder is being -performed, Tom is.doened.tobaz>e or other'designated:Gompany offcisP fiat her, that Licensee covenants that > t w%il. ineiaiie m' any contract which it leis for the whole or any part oFthe said,worklo be pea%rmed Iierciauifs byor fist the Lidgisuc, eactt arid, every of the following scalls and conditions of the.t1�ro (2) pages attaehet]'. rereto and r# ade apart IgP.of ettM0A "IN,.s'', MVICE OR BM4EFIT OF FLORIDA -EAST COASrkAfLWAY Ct)Ivf ?ANY Td Bli'05T •AND INET tN FTJI FC}RCE.AND I EGTAT Cast OF +CONT i2ACTOR 0It LICEI45EE' on "IN13E Y T4 FLO=A VAST 'COAST RAIL -W CaWA I' AND CtjI+7TR%C� [JAb LiABILTf Y 3'1.. then own expense;;temo?te said win or pipe itics: Irr the everst of i>►gw� of toeiiszc 217;=O.AOM 23. Either partyhereto shall hayo the right to mcd. WS agqpent or to any ora or:mare .ofthe existing icyQssin w 'a or t6iijytuture crossings, appliances, applizaomfionvaorfacilitiesassbowa 'the nachod.sche�&I fixtures or facilities at any dim upbA WM (30) dayY4od6d;ii, writing to the oftr p", 24. This agreement shall, be for a term of -one (1) year and AaU--beAui6matirAly,renewed 'for additional terms of One (I)year subject to the terms and' ,corWItIons herrhieontainaMOMD' ED 1 WAXS,. that U's aptement " be subject -to c�wellaiioa during.thc initial term or of:any renewal ferrp, in the:manittrhaeinbeforcprovided`in Paragraph No. 23, 25. That this-aDwMentshAll.be verbal waiver or modfficationshalI be V 26-1 IfLiunsee charges -or any nature i instalfatiph or existence 27, NON -P) b=t=MKIwthetwms Railway dhall bearhh= shall be pail. 0 gas ofLidlensee. slid nono offfie ci; hereto in writing and no alleged or,qpaik public:cwporation.thqq itagrees,that no-usses=enf or other r Made a t or gi6ul dm Railway against its property on account of the afosIck.4401L YMENL of }tis agteanentwliich;are rio€ paid Vndkdiirty. (30) cUys-of pf6khUtiom oflbillg for same by the at the rate of twelvt pwtnt,, (tr/*) ptr-amu' the date - -blu unfit 86me 28. This Agrinement shall be ofthe:Staid, 9fFIori& 29., admviWgies forth in-diia A, matter. hereof and; each than contained =d -set 30. R-ALWAY AND LICENSE9. BEAM Y KNOWINGGY - VOL UNTAMY AND DnIEDMONALLY WATVETFIBRIQITT14ATTHEY ,MkYHAVE -TOA'MLAIl 91-Y.-MYINPESM,-T,tOANV-LM.GATIONBMBD 09n4lS APPXa&-NT, OR ASIS M OUT OF, I]TWEIOR IN CO!NI4ECIIQN WITFIM-US AG,REENMM-. THE PAR M--SPECFICArLYAGREF_TI) VENU9 INDADE COUNTY, FLORIDA - 3 ., greqmept, didr revailing artyshallbe 1 P Z17-4-0.AQM. 4 IN'WrrMSS ValEREOF, the parties hereto have. caused these presents to the duly cxecutedm duplicak-the 4y nndydfir Arstler6ft wnttd- FLORLDA EAST COAST -RAILWAY COMPANY, a Flozidm corporWn, • INDUN AMR- COUNTY, a political am,isign of, the state Of Florida., ,File. 1174-0 .1 115 1; 15 IN 15 15 I3 I FLORIDA EAST COAST RAILWAY COMPANY Orr= or cRisr zNcn=zn GENERAL ENE L SPECIFICATIONS FOR SUBGRADE AND ABOVE ;TRADE CROSSINGS OF RAILWAY'S RIGHT OF WAY GENERAL PROVISIONS A. A P14A arid -Profile drawing containing all .pertinent details for the propose4 grossing shall. be submitted to the Office of , the Chiak Zn4ineer for approval preliminary to prepar- atich of an agreement if approved. Bo The plan will show &11 information for the pro.posed crossing installation With reterenco to the nearest Rail way survey station or 4istance to nearest mile post ' Railway right of way', tracks, or any other Railway facilities or structures in the, vicinity.. C. gequett'for installation shall be accompanied with a letter signed by the owner, company official, or government agent. D. The lessee will be responsible for any and all costs of re pairs. OX:'Maint-anance of the Railway0s property and structUrsJs disturbed or damaged due to the installation or construction after effects. E. The lessee Ofan installation approved by agreement will be requirsd to -Protective insurance for and Provide Vr00f Of during construction. SUBGRAPE PIPELAIM AND CABLES (Also 8,00 Addendum, p.6) A. All tubcgrade slines -and virelines will be carrier r pip installed within 4 casing Pipe. i. All casing pipes will extend from right of way line to right of way" line. 2. The RaiIVAV will not permit casing installation by *Ot4ca through the roadbed. Application will be atcomptnied with plans 'showing profile in relation_to actual ground, trac'k,an d other faciliiiesat. the. Oroject. site. 1. The moithad of installation will, be detailed ,including tha location Of Jacking pit as measured from centerline of bear- track. U 2. The casing pipe must be installed: :at least 5.5 feet below bottom of -tie - 3. jacking pit location must be at least 30.00 feet from centerline of near track for pit:down to 20 feet below grade. The pit will be protected with adequate sheeting, bulkheads, and sidOwalls to protect the Railway's roadbed. Barricades and lights will be set around the pit for protection.. C. Casing pipe Specifications are as follows`r 1. Casing pipe shall have a minimum diamater of 2.0 inches and size 2.0 through B:o inch diameters must be gal- vanized and stands=d weight isTk Specifications A53, Grade B. Thread coupling is allowed. 2. Casing pipe 6:.0 and S.0 inch diameters may be used complying with C-3. 3. Casing pipe shallbe in accordance with current ASTM Specification A139 and be protected by a: black bituminous coat=ing for PROTECTt0.v AGAINST CORR08T09. Wall thickness shall be as follows DIAMETER TFiICKNEsS' Cinches) (nches1 6 - 16 1/4 18 -- 20 5/16 22 - 24 3/8 26 - 28 7/16 30 - 34 1/2.1 36 - 38 9f16 40 - 4.8 5/8 52 - 56 1;3 f 16 60 - 66 3/4 72 - T8 13/16 84 - 19.0 7/$ 96 - 1Q2 15/16 108 - 114_ 1 120 1-0 4. All casing pipe joints will be welded in accordance with alsc Specifications, Section All jaiit .. welds will be ,full penetration. S. At no time will :Construct.ion interfere- with the normal =:r and :saf;a- operation of the- Rail�iay- No cc�nst�et on, manpover, or equipmentwill enter the rij, of way r' Beyond :safety ala`arance- limits of 20..1 feet `from the centerline -of. near track:. 2 6. All casing pipe installations where the diameter is greater than 4:8 inches will require a preconstruction conference at the project site. 7. PreacnatriOction arrangements will be made with the offUd, -Chief Engineer at least one week prior to construction. A Railway inspector must be present during the entire construction of the casing pipe. - The- inspector will 'have complete authority hority 6ver the project on the Railway's right of way. 8. All costs to provide inspection will be borne by the lessee. D. Tunnel liner eaquitement s are as follows: I All, appli; I Mble. preceding sections will govern tunnel liner usage proposals_ 2. Tunnel linerVlaitok will be 12 Pi, galvanized, and all bolts and nuts will be galvanized. 3. Live load will be based on X-80.Railway Loading using ga pliicabtld formulae and computations performed by a g stered. e� professionalengineer. The computation results Will accompany the plans for review by' the dffice; of the Chief Engineer. 4. Gtout holes will be provided at 10 foot intervals along the roof and Sides.. 5. The tunnel liner Jacking shield will protect 180 degrees of the upper section and material removed to allow' for minimum ,4444i 1';:I- Slope witha minimum 2.0 feet of undisturbed soil supporting the overburden. 6. The tunnel line installation will progress with sufficient manpower and supervision f ir around the ' clock conattuon until - cti the liner it completed. E. Carrier PiPOline: specifications are as tollowSm. .1. Reinforced Conprets pipe a. Materials: Modified boll and spigot or tongue and gtoove in accordance with current ASTM Specification C76 Class. V for Rativiy' strength . Pip* or current specificiation for Pre4tiessed concrete b. Joints; Rubber and steel joint for prestressed • pipe in accordance with -Ont. Lock Joint Pipe colpany:Specificat on an. SPS j or .equivalent. Joints for bell and spigot and tongue and ,groove pipe to be in accordance with current standard practico, Joints may be made us ng confined continuous rubber gasket. 2. east Iron Pipe a: Materials;: Pipe :must cssnform to currerit ASTM Specification A142 for "Standard Pipe." b. Joints; Bell and spigot, caulked with lead and oakum-, or and.app=oved. mechanical type. 3. Polyethylene Pipe a. Materials: Pipe must conform to currant ASTM Specifications vzio4, Schedule 40„, for standard pipe. 4. steel Pipe A. Materials,. Pipe must conform to current ASTM Specification Al2'6, Scheduie 40,,. b. Joints; All _joints must be welded or of an approved mecFtanidal type.. P. Carrier pipe with and ihtital .pressure less that 30 psi Shall have the ends of the casing pipe sealed after installation. G. Carrier pipe with and ivit-a .tel pressurQ air.30 si and o have, the .ca casing pips shall be sealed vent ,d either and which 0*11 discharge 'into p ver )pew at the ends .itAMC- ok leaks to discharge into If 'this is not praaticable, the at 'both ends. acid 4 inch relief off the Railwayft right of way► lzaanage 'ditch. or sewer. er 10M. IWIUdind bell ends of arises H. Uncased high pressure -gas pipe. line crossings Will be Permitted provided'.they cOMW vtt4 the requiremepts: of Chapter One, Pali 5:.�, Specifications 'for gncased Gas Fipa Lire within t : ;Railway Rigght of Nay as, is containe8 in the "Maii�ial foz Railway Engineexs", asued by the -American Raijvgy Rngineess kacaoc anon".. Zn the event of C on Subi]. ct 4 -"Prov ,sivni of the "Oishoral 'Specifications for gra<le ani Above Ottde Crossfngs ox Railwa'yfs Right of Way” shal3 supersede. 4 40, IIT. ABOVE GRADE STRUCTURES A. All applicable preceding sections uUI govern the installation. 13 , Minimum clearance of 23 feet 6 inches over top of: rail of highest track shall govern the proposed structure. C. Predesign conference with the Chief Engineer will set forth horizontal clearance of tubgrad&, grade and above graft construction and structural - lizits. IV,- ABOVE GRADE WnMLINES A.- All power -lines and cables will provide a minimft,cloaraqce above top Of rail Of highest track of 41.0 feet for up to. 50- W. :0 additional 0.4 inch of clearance must, be provided for each KV in excess of 50 XV. B. All power lines and cables lying within a grade crossing will provide a minimum clearance above top of rail of highest, track of 5o.o feet for up to So xv. An additional O. -A inch of,.clearance must be provided for each K7 in excess of 50 K7. C. All Cable will provide a minimum clearance above top -of rail of th* highest track of 43,0 feet. D. Any wireline or cable at a grade crossingprote, ed Ct, with crossing gates must clear the ltip of thedat a are* by a minimum of A'. 0 feet when the gate are iFn thw', raised position. E. Should the Railway add crossing gates to grade, crossing protection, raising of wirolines..or icables shall be Pref0twed tamt - diately on notice and.at. the 'sole cost and- Wmense of; the lessee. F. All, applicablw Preceding sections will govern the V. M:rSCkLUWEOUS A. Cathodic protection of pipelines,, cables or casings - 1, - When cathodic protection is d provide ,..# it shall be - installed 910 as not to induce currents wh3j6h will interfere with the sic 1 apparatus of the Railway, jna Any Obangow required in the mam method, , 1068 . . MW or of such cathodic Prot* _ftion shall be made at the sale cost and expm- _go, of the lossoo: and. to -the satisfaction of thi (*tet Enginoor of the 'Railway or his duly "authorized Prized ropremwtoktiv" 5' I INDEMNITY TO PLORIDA ;EAST. COAST RAILWAY COMPANY AND C0NTRACTUAL LIABILITY EN0628E UMS TO CONTRSCTORPS PUBLIC LIABILITY- AND pROB$R'rY"D]liillBE LIABILITY 110SU LANCE POLICIES DURING SOCK INDEMNITIES In. further consideration..Of the sums - of .money herein agreed to be paid to the Contractor, the,, Contractorby execution and delivery ,hereof,, agrees that; it shall and, will at all times hereafter indemnify and :save harmiess the- Florida East Coast Railway company from acid against all judgements, and all loss, damages, costs, charges, and expenses which it .may suffer, sustain,, or in anywise be :subjected :to on account of or" occasioned by. the operations, whether or not negligent, of the:. Contractor, or any subcontractors, or both,. whether directly or indirectly under, or pursuant to, this Construction contract, up to the total sums of money, as follows: A. On account of death, .personal :injuries, loss of income. or earning :ability of any parson, including without limitation upon the generality of the foregoing descriptoon,,. employees and officers of Florida East Coast Railway Company, employees and officers of materialmen,. aimployses ;and officers of the Contractor, employees an4 officers of all subcontractors, in the limits of $1,000,000 each person injured or killed, and 521000,000 each occurrence. ,B. Iris,; damage, injury and loss of urs or any real personal. property (a) in which Florida EastCoast Railway Company has any ow3*ership interest and (b) personal property in the custody of Florida East Coast Railway Company under any transportation contracts; including wnthout limitation upon the generality of the two . foregoing en=arations, all railroad equipment aommon2y' described as rolling stock and the contents of the same, all in then aggregate Zimt-af $2.,000,000.. C. Boss, injury, decline. n market value or deterioration in quality .of ahy perishable merchandise in the custody of Florida East Cos�a4�t Railsta I Company occurring or originating during the first forty-eight, (4S) hours -from, but excluding, the first five (3) minutes any break in the continuity or other obstruction: of passage of trains_, directly .or indirectly arising from the Contractor,1s operations; upon said trach or 'tracks, .as the case may be:,, of Florida East Coast Ytailwai► Company at or vtbin one hundred (100sa .) feet of id.:location upon which the work is to be 'performed. hereunder, the imprqvqzq#t1 ronav-Ati. or repair of'which i& the subject matter of this constmct on contract, and also all expenses. reasonably iii c.d by Florida East Coast Railway Company in and. about the re-routing of its trains and .cars to.. via, and from the lines Of ra of other railroad common carriers during the ilroad ffrst fatty-0-4ht (,46) hours following any such break in the c iftuity of said track or tracks, as the case 'may be, of the Florida mast C649t Railway Company at or within ane hundred (100) feet, of; said' area. INSURANCE FOR BENEFIT .07, FLORIDA 8ABT COAST k*_1L1gtY :C0XPM To BE.OBTxn= _AND KEPT rA:F=1 -PDfts AND EFFECT AT COST OF .COWWWTOR In further consideration of 'the:sums.of money herein specified tobe paid to Contractor, Contractor, at its cost and expense, shall obtain and keep in, effect, insurance policy or policies in the limits of $1,.0`00,00D each person, injured or killed and $2,000,000 each occurrence and $1,,:000,000 property damage per person and $2,000,000 property damages.each occurrence directly by contractual Liability Endorsement to Contractor's General Public Liability and Property Damage Insurance Policies insuring Contractor against logs or danmage to Contractor upon the indemnities concurrently extended. to the Ploridw Bait Coast Railway Company and within the limits specified in. this paragraph. Alternatively, Contractor may procure and keep JA effect during the life of this construction contract, as aforesaid, Railroad Protective Liability Policies insuring"Florida East Coast Railway Company directly as insured against losses and damages but within the limits specified in this paragraph. In addition to the above, Contractor shall, at its cost and expense, maintain a Workmaws Compensation insurance Policy as available in the State of Florida. All such insurance, directly or indirectly, for the benefit of the ,Florida East Coast Railway company, shawl. be in -a form satis- factory to its Manager of Insurance and issue4 by a. casualty company/insurance company authorized to do.bu_siness in the State of Florida that has a "Best's° rating or A or X+ and a financial category size of class XII or hil6r.,