CN-550000-AQH97.pdf

Execution Copy

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

JOINT RAIL PROJECT AGREEMENT (NON-FEDERAL)

Financial Project No.:

422201-1-57-03

Fund: ~D~D~R~ _ Function: 683

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Catalog of State Financial Assistance Number: ~55~.~O=2..:..1 _

(item-segment-phase-sequence)

Contract No.: AQH97

Appropriation Bill Number(s)/Line Item Number(s) for 1st year of contract pursuant to s. 216.313, F.S. SB 2000/1918H

Required for contracts in excess of $5 million

JOINT RAIL PROJECT AGREEMENT (NON-FEDERAL) BETWEEN

THE FLORIDA DEPARTMENT OF TRANSPORTATION

AND

CSX TRANSPORTATION, INC.

THIS AGREEMENT, made and entered into this S(J, day of November ,2011, by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida hereinafter referred to as the Department, and _C=S'-'X'-'T:...;.R..::.A...:.:N....:.S:::..P'-O.:::...:...R:..:.T.:...A:..:.T..:...IO=-'-'NL,:.:.INc..::C~. , _ hereinafter referred to as the Railroad.

WIT N E SSE T H:

WHEREAS, the Railroad has the authority to enter into this Agreement and to undertake the Work hereinafter described, and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementation of an integrated and balanced transportation system and is authorized under Section 341.303(2), Florida Statutes, to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations herein, the parties agree as follows:

1.00 Purpose of Agreement: The purpose of this Agreement is to provide state financial assistance for preliminary engineering and long lead time item acquisition to the Railroad in anticipation of the construction of certain projects that are critical to alleviate congestion and to create additional freight capacity on other Railroad rail lines throughout the State of Florida, as more particularly described in that certain Master Projects Agreement referred to in Section 4.00, below, and defined in that certain Contract referred to in Section 2.00, below, and as further described in Exhibits "A" and "B" attached and made a part hereof and to memorialize the Department's commitment to supplement or amend this Agreement to include the final design and construction of those projects (the "Work"), and state the terms and conditions upon which such assistance will be provided and the understandings as to the manner in which the Work will be undertaken and completed. The projects described in Exhibit "A" may be modified pursuant to the Master Projects Agreement.

2.00 Accomplishment of the Work: The Railroad shall commence, and complete the Work as described in Exhibit "A", as may be modified pursuant to the Master Projects Agreement with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable federal, state, and local laws. Time is of the essence as to each and every obligation under this Agreement. Provided, however, in the event that Closing, as that term is defined in that certain Contract for Sale and Purchase dated November 30, 2007 between Railroad and the Department (the "Contract"), does not occur as contemplated by the Contract, this Agreement shall terminate and all Work shall stop. (Railroad will be entitled for payment of Work accomplished prior to such termination as provided for in Section

22.00 of this Agreement.) The Work shall commence promptly after execution of this Agreement. Additional activities

JOINT RAIL PROJECT AGREEMENT (NON-FEDERAL)

.shail commence upon Department approval and issuance of a Supplemental Agreement to this Agreement describing the additional activities.

3.00 Work Cost: The total estimated cost of the Work (exclusive of the additional activities described in the last sentence of Section 2.00) is $9,200,000.00, for which the Department shall only contribute 50% thereof or $4,600,000.00 based upon the costs enumerated in Exhibit "6". Exhibit 6 shall be modified as this Agreement is supplemented as set forth in Section 4.00 below to encompass the maximum commitment of the Department up to the amount of $46,000,000.00 which amount is similarly only 50% of a total cost of the Work of $92,000,000.00.

4.00 Department Participation: The Department agrees to contribute fifty percent (50%) of the costs, including contingencies, for a maximum amount of $4,600,000.00, it being understood that this amount is included in the $46,000,000.00, identified by the parties for the Florida Improvement Plan Projects as the Department's contribution for said projects, as set forth in that certain Master Projects Agreement dated October 5, 2011 between the Railroad and the Department, which total amount is also a fifty percent (50%) contribution. Other than the $4,600,000.00 contribution for the Work described herein, the Department is committed to providing the balance of the $46,000,000.00 for final design and construction of the projects pursuant to one or more Supplemental Agreements to this Agreement between the Railroad and the Department. The Supplemental Agreement(s) shall be entered into within thirty (30) days of the Department's receipt of acceptable fully developed Exhibits "A" and "6" for the construction of the Florida Improvement Plan Projects, which acceptance shall not be unreasonably withheld or delayed, and the parties intend to have entered into such Supplemental Agreement(s) on or before June 30,2012. The parties agree that the Department's maximum contribution for this Agreement and any Supplemental Agreements shall not exceed the lesser of fifty percent (50%) of the total project costs or $46,000,000.00.

5.00 Work Cost Eligibility: Work costs eligible for Department participation will be allowed only from the effective date of this Agreement. It is understood that Department participation in eligible Work costs is subject to:

(1) Legislative approval of the Department's appropriation request in the work program year that the Work is scheduled to be committed;

(2) Availability of funds as stated in paragraph 21.00 of this Agreement;

(3) Approval by the Department of the Work to be performed and, if applicable, all plans, specifications, contracts, or other obligating documents and all other terms of this Agreement. The Department hereby acknowledges that the Work defined in Section 1.00 of this Agreement has been approved.

6.00 Accounting Records and State Audit: The administration of resources awarded by the Department to the Railroad may be subject to audits and/or monitoring by the Department, as described in this section.

In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures may include, but not be limited to, on-site visits by Department staff, limited scope audits and/or other procedures.

Railroad agrees to comply with all applicable law and cooperate with such monitoring procedures/processes.

The Railroad shall permit, and shall require its contractors to permit, the Department's authorized representatives to inspect all work, materials, payrolls, and records related to the Work; and to audit the books, records, and accounts pertaining to the financing and development of the Work.

The Railroad is to have audits done annually using the following criteria:

In the event that the Railroad expends a total amount of state financial assistance equal to or in excess of $500,000 in any fiscal year of the Railroad, the Railroad must have a state single or project-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Executive Office of the Governor and the Chief Financial Officer of the State of Florida, and Chapter 10.650 (non-profit and for-profit organizations), Rules of the Auditor General.

Exhibit "6" to this Agreement indicates state financial assistance awarded through the Department by this Agreement. In determining the state financial assistance expended in its fiscal year, the Railroad shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State financial assistance does not include federal direct or pass-through awards and resources received by a nonstate entity for federal program matching requirements.

JOINT RAIL PROJECT AGREEMENT' (NON-FEDERAL)

In connection with the audit requirements addressed in the above paragraph, the Railroad shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapter 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.

If the Railroad expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the Railroad expends less than $500,000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 2'15.97, Florida Statutes, the cost of the audit must be paid from the Railroad's resources, i.e. the cost of such an audit must be paid from the Railroad's resources obtained from other than state entities.

State awards are to be identified using the Catalog of State Financial Assistance (CSFA) title and number, award number and year, and the Department's name.

The Railroad shall follow up and take corrective action on audit findings. Preparation of a summary schedule of prior year audit findings, including corrective action and current status of the audit findings is required. Current year audit findings require corrective action and status of findings.

Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers during Railroad's normal business hours shall be given to the Department, the Department of Financial Services, and the Auditor General. This section does not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official.

Copies of financial reporting packages required in this section shall be submitted by or on behalf of the Railroad directly to:

The Department at the following address:

Florida Department of Transportation Rail Office 605 Suwannee St., MS-25 Tallahassee, Florida 32399-0450

The Auditor General's Office at the following address:

Auditor General's Office Room 401, Pepper Building 111 West Madison Street Tallahassee, Florida 32399-1450

Copies of reports required in this section shall be submitted by or on behalf of the Railroad directly to:

The Department at the following address:

Florida Department of Transportation Rail Office 605 Suwannee St., MS-25 Tallahassee, Florida 32399-0450

Any reports or other information required to be submitted to the Department pursuant to this Agreement shall be submitted timely in accordance with Chapter 10.650 (nonprofit and for-profit organization), Rules of the Auditor General, as applicable.

The Railroad, when submitting financial reporting packages to the Department for audits done in accordance with Chapter

10.650 (nonprofit and for-profit organization), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Railroad in correspondence accompanying the reporting package.

. The Railroad shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of at least five years from the date the audit report is issued, and shall allow the Department, or its designee, Chief Financial Officer, or Auditor General of the State of Florida access to such records upon request. The Railroad shall ensure that audit working papers are made available to the Department, or its designee, Chief Financial Officer, or Auditor General of the State of Florida upon request for a period of at least five years from the date the audit report is issued, unless extended in writing by the Department.

7.00 Insurance: Execution of this Agreement constitutes a certification that the Railroad has and will maintain the ability to repair or replace any project equipment or facilities in the event of loss or damage due to any accident or casualty for the useful life of such equipment or facilities. In the event of the loss of such equipment or facilities, the Railroad shall either replace the equipment or facilities or reimburse the Department to the extent of its interest in the lost equipment or facility.

8.00 Invoices and Payments: In order to obtain any Department funds, the Railroad shall file with the Department of Transportation, Central Public Transportation Office, Tallahassee, Florida, 32399-0450, its invoice on a form or forms prescribed by the Department to justify and support the payment.

Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof.

Payment will begin in the year the Work is scheduled in the work program as of the date of the Agreement.

Payments will be made on a cost-reimbursable basis with the final payment due upon receipt of a final notice.

OR

Lump sum payments will be made for percentage of total work completed as of the date the invoice is submitted with the final payment due upon receipt of a final invoice.

If any real property is acquired, the Railroad will submit to the Department:

(1) the date the Railroad acquired the real property,

(2) a statement by the Railroad certifying that the Railroad has acquired said real property, and amount of consideration paid for the real property, and

(3) a statement by the Railroad certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with all federal laws, rules, and procedures required by any federal oversight agency, and with all applicable state laws, rules, and procedures.

Subject to other provisions hereof, the Department will honor such invoices in amounts and at times deemed by the Department to be proper to ensure the carrying out of the Work and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment on the Work if:

(1) The Railroad shall have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document or data furnished therewith or pursuant hereto;

(2) There is then pending litigation with respect to the performance by the Railroad of any of its duties or Obligations which may jeopardize or adversely affect the Work, the Agreement, or payments to the Work;

(3) The Railroad shall have taken any action pertaining to the Work which, under this Agreement, requires the approval of the Department or has made related expenditures or incurred related obligations without having been advised by the Department that same are approved;

(4) There has been any violation of the conflict of interest provisions contained herein; or

(5) The Railroad has been determined by the Department to be in default under any of the provisions of the Agreement.

In determining the amount of the payment, the Department will exclude all Work costs incurred by the Railroad prior to the effective date of this Agreement, costs which are not provided for in the latest approved budget for the Work, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department.

If, after Work completion, any claim is made by the Department resulting from an audit performed pursuant to this Agreement, the Department may offset such amount from payments due the Railroad under any other funding agreements if, upon demand, payment of the amount is not made within sixty (60) days to the Department. Offsetting amounts by the Department shall not be considered a breach of this Agreement.

9.00 Termination or Suspension of Work: If the Railroad abandons or, before completion, permanently discontinues the Work; or if, by reason of any of the events or conditions herein, or for any other reason, the commencement, prosecution, or timely completion of the Work by the Railroad is rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Railroad, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement, except where such inability to perform is solely due to an action by the Department.

Upon receipt of any final termination or suspension notice, the Railroad shall proceed promptly to carry out the actions required which may include any or all of the following:

(1) necessary action to terminate or suspend, as the case may be, Work activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed;

(2) furnish a statement of the Work activities and contracts, and other undertakings the cost of which are otherwise includable as Work costs; and

(3) the termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Department or upon the basis of terms and conditions reasonably determined by the Department upon the failure of the Railroad to furnish the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Railroad or the closing out of federal financial participation in the Work shall not constitute a waiver of any claim which the Department may otherwise have arising out of this Agreement.

The Department reserves the right to unilaterally cancel this Agreement for refusal by the Railroad to allow public access to all documents, papers, letters, or other material subject to the provlsions of Chapter 119, Florida Statutes, and made or received in conjunction with this Agreement, excluding exempt material.

If the Agreement is for Work of $1 million or more and was entered into or renewed on or after July 1, 2011 and the Department determines that the Railroad submitted a false certification under Section 287.135(5), Florida Statutes, or if the Railroad has been placed on the Scrutinized Companies with Activities in the Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, the Department shall have the option of (a) terminating the Agreement after it has given the Railroad notice and an opportunity to demonstrate the Department's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (b) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met.

10.00 Third Party Agreements: Except as otherwise authorized in writing by the Department, the Railroad shall not execute any contract or obligate itself in any manner requiring the disbursement of Department funds, including consultant, construction, or purchase of commodities contracts or amendments thereto, with any third party with respect to the Work without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department. The Department shall not be Obligated or liable to any person or entity not a party to this Agreement.

11.00 Disadvantaged Business Enterprise Policy and Obligation: It is the policy of the Department that disadvantaged business enterprises as defined in 49 CFR Part 26, shall have the maximum opportunity to participate in (he periormance of contracts financed in whole or in part with Department funds under this Agreement. The Railroad

.agrees to ensure that disadvantaged business enterprises have the maximum opportunity to participate in the performance of contracts under this Agreement

12.00 Non-Discrimination: The Railroad shall not discriminate on the basis of race, age, color, national origin, or sex in the award and performance of this Agreement The Railroad shall insert the foregoing provision in all subcontracts.

When the Work involves installation, construction, demolition, removal, site improvement, or similar work, the Railroad shall post, in conspicuous places available to employees and applicants for employment, the non-discrimination clause.

An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity.

13.00 Prohibited Interests: Neither the Railroad nor any of its contractors or subcontractors shall enter into any contract, subcontract, or arrangement in connection with the Work or any property included or planned to be included in the Work, in which any member, officer, or employee of the Railroad during his tenure and for two years thereafter acquires any interest, direct or indirect, unless such interest is fully disclosed to the Railroad and the Department, and such interest does not prevent the individual or entity from objectively performing the work under this Agreement without bias and any appearance of a conflict of interest.

14.00 When Rights and Remedies Not Waived: In no event shall the making by the Department of any payment to the Railroad constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist, on the part of the Railroad, and the making of such payment by the Department while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default

15.00 How Agreement Is Affected by Provisions Being Held Invalid: If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law.

16.00 Bonus or Commission: By execution of the Agreement the Railroad represents that it has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the funding hereunder.

17.00 Project Facilities and Equipment: The Railroad agrees that the Work is for preliminary engineering and acquisition of long lead time items for the Florida Improvement Plan Projects and, when supplemented, for final design and construction of the projects that are critical to alleviate congestion and to create additional freight capacity on other CSXT rail lines throughout the State of Florida. The Railroad further agrees to maintain the project facilities and equipment in good working order for the useful life of said facilities or equipment as long as the project facilities are owned and in use in the usual course by the Railroad. Railroad shall not dispose of said facilities or equipment during their useful life without first providing written notification to the Department of such transfer. If the Railroad transfers said facilities or equipment during their useful life, Railroad shall inform transferee of the Obligations hereunder.

If the Railroad abandons any project facility or equipment during its useful life for any purpose except its replacement with like facility or equipment for freight transportation use in Florida, the Railroad agrees to remit to the Department a proportional amount of the proceeds, if any, from the abandoned facility or equipment. Said proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment as provided in this Agreement.

18.00 Contractual Indemnity: To the extent provided by law, the Railroad shall indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Railroad, its agents, or employees, during the performance of the Agreement, except that neither the Railroad, nor its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arisinq out of any act, error, omission, or negligent act by the Department or any of its officers, agents, or employees during the performance of the Agreement

When the Department receives a notice of claim for damages that may have been caused by the Railroad in the performance of services required under this Agreement, the Department will immediately forward the claim to the

Railroad. The Railroad and the Department will evaluate the claim and report their findings to each other within fourteen

(14) working days and will jotntly discuss options in defending the claim. After reviewing the claim, the Department will determine whether to require the participation of the Railroad in the defense of the claim or to require that the Railroad defend the Department in such claim as described in this section. The Department's failure to promptly notify the Railroad of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Railroad.

The Department and the R.ailroad will each pay its own expenses for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses at trial.

19.00 Plans and Specific,ations: In the event that this Agreement involves the purchase of capital equipment or the constructing and equipping. of facilities, the Railroad shall submit to the Department for approval all appropriate plans and specifications covering the project. The Department will review all plans and specifications and will issue to the Railroad written approval with any approved portions of the project and comments or recommendations concerning any remainder of the project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Railroad written approvalwith said remainder of the project. Failure to obtain this written approval shall be sufficient cause for nonpayment by the Department.

20.00 Work Completion, Railroad Certification: The Railroad will certify in writing on or attached to the final invoice, that the Work was completed in accordance with this Agreement, that adequate title is in the Railroad, and that the Work is accepted by the Railroad as suitable for the intended purpose.

21.00 Appropriation of Funds: The State of Florida's performance and Obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the Comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds.

Nothing herein contained shall prevent the making of contracts for periods exceeding one year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years."

22.00 Expiration of Agreement: The Railroad agrees to complete the Work on or before the one-year anniversary of the diversion of trains as described in the Transition Agreement dated November 30, 2007 between the Department and the Railroad. If the Railroad does not complete the Work within this time period, this Agreement will expire unless an extension of the time period is requested in writing by the Railroad and granted in writing prior to the above date by the Secretary of the Department or his/her delegate. Expiration of this Agreement will be considered termination of the project provided both parties shall remain responsible for obligations incurred prior to termination, including Railroad's entitlement to payment for Work accomplished prior to expiration or termination. Any work performed after the expiration of this Agreement will not be paid by the Department.

23.00 Final Invoice: The Railroad must submit the final invoice on this project to the Department within 180 days after the expiration or termination of this Agreement. Invoices submitted after the 180 day time period will not be paid.

24.00 Agreement Format: All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders.

25.00 Execution of Agreement: This Agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument.

26.00 Restrictions on Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch, or a state agency.

27.00 Vendors Rights: The Railroad should be aware of the following time frames. Upon receipt of invoice, the Department has 30 working days to inspect and approve the Work. The Department has 20 days to deliver a request for

. payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the Work is received, inspected, and approved.

If a payment is not available within 40 days after receipt of the invoice and receipt, inspections and approval of the Work, a separate interest penalty in accordance with Section 215.422(3)(b), Florida Statutes, will be due and payable, in addition to the invoice amount to the Railroad. Invoices which have to be returned to a Railroad because of preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department.

A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at (850) 413-5516.

28.00 E-Verify: In compliance with State of Florida Executive Order Number 11-116, Railroad will utilize the U.S.

Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by Railroad during the term of this Agreement, and will include in such subcontracts the requirement that subcontractors performing work or providing services pursuant to this Agreement utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Agreement.

JOINT RAIL PROJECT AGREEMENT (NON.FEDERAL)

IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written.

CSX Transportation, Inc.J NAME OF RAILROAD

~~~U?~---- Dale W. Ophardt

PRINTED NAME

Assistant Vice President - Engineering

TITLE

[signature page of Joint Rail Projects Agreement (Florida Improvement Plan Projects)]

,JOINT RAIL PROJECT AGREEMENT (NON-FEDERAL)

IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written.

FDOT

DEPARTMENT OF TRANSPORTATION

SeLV(,+CVY

TITLE

~'?d)\DA /~ fA ~": ~J-YLk

~EVIEW ,=-=-------

DEPARTMENT OF TRANSPORTATION

[signature page of Joint Rail Projects Agreement (Florida Improvement Plan Projects)]

Exhibit "AU Project Description and Responsibilities

This exhibit forms an integral part of that certain Joint Rail Project Agreement (JRPA) between the State of Florida, Department of Transportation (Department) and CSX Transportation Inc. (CSXT), dated November '3 , 2011 and its terms shall govern in case of conflict with any term in the Joint Rail Project Agreement except where Florida or Federal law requirements apply.

PROJECT LOCATION:

PROJECT DESCRIPTION COUNTY RAIL CSX SUBMILEPOSTS

Tampa Tampa connection to A-Line Hillsborough A877.2 - Tampa TerminalAZA879.8 Build one mile track; one mile siding with

Bradley radio remote control switches; plus two Polk SVC 844.0 Brewsteradditional radio remote control switches;

qradinq work Build siding with radio remote control

Welcome/Edison switches and install 2 radio remote control Polk SV 834.2- Valricoswitches to eliminate 10 MPH speed 836.0 restriction at Edison

South Fort Meade Extend sidinQ to 8,000' Polk AX 881.5 Valrico Dyer (Mission Improve CSX-FEC connection at Mission Palm Beach SX 965.0 MiamiSpur) Spur

Hialeah (Iris) Build CSX-FEC connection known as Iris Miami-Dade SX 1034.2 Homestead Connection

Brooksville Rehabilitate Shands Lead: 3.5 miles of Hernando SR 792.2 Brooksville track

Baldwin Extend West Storage Lead by 4,000' to Duval SP 654.7 -655.3 Jacksonville provide a 12,000' Lead Terminal

Bainbridge Sub Upgrade track and TCS for 40MPH Leon, SLC 52.0 - 72.3 Bainbridge(Florida portion ONLY) Gadsden

Flomaton Build 10,000' clear siding with #15 power Escambia K 608.0 PDoperated turnouts

Agrock Build power interlocking to include both Polk SVC 851.0 Brewsterlegs of wye and diamond

Jacksonville Install universal crossovers at Amtrak Duval A639.2 Jacksonville Station Terminal

Pensacola- Install TCS from Pensacola to Flomaton Escambia K 648.2 - 607.2 PO Flomaton (Florida portion ONLY) Havana Build 10,000' stdino Gadsden SLC 68.5 - 70.7 Bainbridoe Tallahassee Increase 20MPH speed to 40MPH Leon SP 800.4- Tallahassee

798.8 Tallahassee- Install TCS from Tallahassee to Leon to SP 803.0- Tallahassee Pensacola Pensacola Escambia 842.5 Baldwin Grade separate US 30 (crossing #620 Duval SP 653.04 Tallahassee

652F)

PROJECT DESCRIPTION: CSXT will use funds from this Agreement to perform preliminary engineering and acquire long lead time items for the locations noted above for the purpose of alleviating congestion and creating additional freight capacity on other CSXT rail lines throughout the State of Florida, as part of the Florida Improvement Plan Projects.

SPECIAL CONSIDERATIONS BY CSXT: None

SPECIAL CONSIDERATIONS BY DEPARTMENT: None

CSXT RESPONSIBILITIES

1. CSXT may implement the Work through the use of its own resources and/or contractor(s) it hires to perform some or all of the Work.

2. Referring to Section 8.00 of this agreement, CSXT shall submit an invoice for payment no more often than monthly. The invoice for payment shall contain only a summary of charges against the project based on the percentage of work completed. The invoice shall also include a progress report for work done and materials acquired. The invoice shall be submitted to the Department's project manager at the address shown in Section

8.00. At the time of execution, the project manager is Ed Lee.

Reimbursement to CSXT shall be in accordance with the percentage rate and maximum limit specified in Section

4.00 based on the cost estimates in Exhibit "B" as modified by the Supplemental Agreements described in Section

4.00. Referring to Section 6.00 of the Agreement, CSXT shall maintain accurate and comprehensive records of the project costs.

DEPARTMENT RESPONSIBILITIES

1. The Department shall contribute to CSXT a maximum amount of Four Million Six Hundred Thousand Dollars ($4,600,000.00) for preliminary engineering and acquisition of long lead time items for the Florida Improvement Plan Projects that are critical to alleviate congestion and to create additional freight capacity on other CSXT rail lines throughout the State of Florida. Payment for all activities will be made to CSXT based on the percentage of work completed and as modified by the Supplemental Agreements described in Section 4.00, which Supplemental Agreements will include a percentage based milestone approach as described in the Master Projects Agreement.

2. Referring to Section 22.00 of this Agreement, the Department shall not unreasonably withhold a requested extension of the Agreement provided CSXT requests the extension no less than 30 days prior to the expiration of the initial Agreement or any previous Agreement extensions.

JRPA Florida Improvement Plan Projects Exhibit "B"

Project 2012 Total Tampa - Tampa Connection to A-Line. $ 370,000 $ $ 920,000

Bradley - Build one mile track; one mile siding with radio remote control switches;

plus two additional radio remote control switches; grading work

$ 160,000 $ $ 670,000

Welcome/Edison - Build siding with radio remote control switches and install 2 radio remote control switches to eliminate 10 MPH speed restriction at Edison.

$ $ $760,000 1,010,000

South Fort Meade - Extend siding to 8,000' $ $ 550,000

Dyer (Mission Spur) - Improve CSX-FEC connection at Mission Spur $ Hialeah (Iris) - Build CSX-FEC connection known as Iris Connection $

Brooksville - Rehabilitate Shands Lead: 3.5 miles of track.

Baldwin - Extend West Storage lead by 4,000' to provide a 12,000' lead $ 650,000

Bainbridge Sub - Perform preliminary engineering to improve signals and train operations (Florida portion ONLY).

$ 1,050,000

Flomaton - Build 10,000' clear siding with #15 power operated tumouts $ 700,000

Agrock - Build power interlocking to include both legs of wye and diamond $ 510,000 $ 510,000

Jacksonville - Install universal crossovers at Amtrak Station $ $ 450,000 Pensacola-Flomaton - Perform preliminary engineering to improve signals and train operations (Florida portion ONLY) MP K648· K607.2 $ $ 900,000

Havana - Build 10,000' siding $ $ 470,000

Tallahassee - Increase 20MPH speed to

40MPH $ $ 300,000

Tallahassee-Pensacola - Perform preliminary engineering to improve signals and train operations MP SP803.0-SP842.5 $ $ 1,020,000 Baldwin - Grade separate US 301 (crossing #620 652F) $

1$/ Month $ 1,800,000 $ $ 9,200,000

Lee, Robert E

From:

Sent:

To:

Cc:

Subject:

Gardner, Sandra Monday, October 31, 20114:01 PM Lee, Robert E Swearingen, Marilyn

FW: FUNDS APPROVAUREVIEWED FOR CONTRACT AQH97

-----Original Message----- From: The job FI989WMR Sent: Monday~ October 31) 2011 3:e8 PM To: GardnerJ Sandra Subject: FUNDS APPROVAL/REVIEWED FOR CONTRACT AQH97

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

FUNDS APPROVAL

Contract :#AQH97\ Contract Type: AK Method of Procurement: E Vendor Name: CSX TRANSPORTATI Vendor 10: VF5460e0720001 Beginning date of this Agmt: 11/03/11 Ending date of this Agmt: 11/03/12 Contract Total/Budgetary Ceiling: ct ~ $4,60eJ0ee.ee Description:

Preliminary engineering and long lead time item acquistion f or Florida Improvement Plan

ORG-CODE *EO *OBJECT *AMOUNT *FIN PROJECT *FCT *CFDA

(FISCAL YEAR) *BUDGET ENTITY *CATEGORY/CAT YEAR

AMENDMENT ID *SEQ. *U5ER ASSIGNED ID *ENC LINE(6S)/STATUS

Action: ORIGINAL Funds have been: APPROVED 55 05200a531 *PT *134004 * 2012 *5510e100 Oea1 *e0 *

46eeeee.00 *4222a115703 *683 * *088808/12 *0a01/04

TOTAL AMOUNT: *$ 4,600,eaa.ee *

FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVEJ CPA) COMPTROLLER

DATE: 10/31/2011