HomeMy WebLinkAboutCSX Charlestown Pike Project Contract City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 1 0 112-0
----7Department: \tl
Vendor Name:
Sign Date: C, I /z
Ending Date:
Amount of Original Contract: 2-QO
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount:
Purpose: ci)va tot l TA
For Clerk's Office to fill out
Date uploaded to Gateway:
JEFFERSONVILLE,CLARK COUNTY,INDIANA
ROADWAY RECONSTRUCTION
CHARLESTOWN-JEFFERSONVILLE PIKE AT CSX AT-GRADE CROSSING
CSXT HOOSIER.SUBDIVISION,MILEPOST B-47.99
CSXT OP NUMBER IN 12O8
PRELIMINARY ENGINEERING AGREEMENT
! This Preliminary Engineering Agreement (this "Agreement") is made as of
, 20`` . by and between CSX TRANSPORTATION, INC., a Virginia
corporation with its principal place of business in Jacksonville, Florida ("CSXT"), and the CITY OF
JEFFERSONVILLE,a body corporate and political subdivision of the State of Indiana("Agency").
EXPLANATORY STATEMENT
1. Agency wishes to facilitate the development of the proposed Charlestown-Jeffersonville Pike
roadway reconstruction project, including where Charlestown-Jeffersonville Pike crosses CSXT
at-grade(DOT# 153154H),in the vicinity of CSXT Hoosier Subdivision,Nabb Branch,milepost
B-47.99,as located in Jeffersonville,Clark County,Indiana(the"Project").
2. Agency has requested that CSXT proceed with certain necessary engineering and/or design
services for the Project to facilitate the parties'consideration of the Project.
3. Subject to the approval of CSXT, which approval may be withheld for any reason directly or
indirectly related to safety or CSXT operations, property, or facilities, the Project is to be
constructed,if at all,at no cost to CSXT,under a separate construction agreement to be executed
by the parties at a future date.
NOW,THEREFORE,for and in consideration of the foregoing Explanatory Statement and other
good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties
and incorporate by reference,the parties agree as follows:
1. Scope of Work
1.1. Generally. The work to be done by CSXT under this Agreement shall consist of (i) the
preparation or review and approval of preliminary and final engineering and design plans,
specifications, drawings, agreements and other documents pertaining to the Project, (ii) the
preparation of cost estimates for CSXT's work in connection with the Project, and (iii) the
review of construction cost estimates, site surveys, plats, legal descriptions, assessments,
studies, easements, agreements and related construction documents submitted to CSXT by
Agency for the Project(collectively, the"Engineering Work"). Engineering Work may also
include office reviews, field reviews, attending hearings and meetings, and preparing
correspondence, reports, and other documentation in connection with the Project Nothing
contained in this Agreement shall oblige CSXT to perform work which,in CSXT's opinion, is
not relevant to CSXT's participation in the Project.
1.2. Effect of CSXT Approval or Preparation of Documents. By its review,approval or preparation
of plans, specifications, drawings or other documents pursuant to this Agreement(collectively,
the"Plana"), CSXT signifies only that the Plans and the Project proposed to be constructed in
accordance with the Plans satisfy CSXT's requirements. CSXT expressly disclaims all other
representations and warranties in connection with the Plans, including, but not limited to, the
integrity,suitability or fitness for the purposes of Agency or any other persons of such Plans or
the Project constructed in accordance with the Plans.
Page 1
JEFFERSONvaig,CLARKCouNTY.h+mAru
ROADWAY R800NS[Rjycriok
CHARLESTOWN4EPPERSONVILLE PIKE AT CSX AT-GRADE CROSSING
CSXT HOOSIER SUBDIVISION,Mmocer B-47.99
CSXT OP Nulaum IN 120e
2. Project Construction. Nothing contained in this Agreement shall be deemed to constitute CSXTs
approval of or consent to the construction of the Project,which approval or consent may be withheld
for any reason directly or indirectly related to safety or CSXT operations,property,or facilities. The
Project if constructed is to be constructed, if at all, under a separate construction agreement to be
executed by the parties at a future date. Furthermore, the PUBLIC AGENCY acknowledges and
understands that any estimated cost to construct the Project shall only be good for a limited period of
time and that any delays to move to construction,if CSXT agrees to such construction,shall result in
increased costs.
3. Reimbursement of CSXT Expenses.
3.1. Reimbursable Expenses. Agency shall reimburse CSXT for all costs and
expenses incurred by
CSXT in connection with the Eng
ineering Work, including, without limitation: (i) all out of
pocket expenses, (ii) travel and lodging expenses, (iii) telephone, facsimile, and mailing
expenses, (iv) costs for equipment, tools,materials and supplies, (v) sums paid to consultants
and subcontractors, and (vi) labor, together with labor overhead percentages established by
CSXT pursuant to applicable law(collectively,the"Reimbursable Expenses").
3.2. Estimate. CSXT has estimated the total Reimbursable Expenses for the Project to be
approximately 518,260.00 (the "Estimate" as amended or revised). In the event CSXT
anticipates that actual Reimbursable Expenses may exceed such Ferirnate, it shall provide
Agency with the revised Estimate of total Reimbursable Expenses for Agency's approval and
confirmation that sufficient funds have been appropriated to cover the total Reimbursable
Expenses as reflected in the revised Estimate. CSXT may elect, by delivery of notice to
Agency,to immediately cease all further Engineering Work, unless and until Agency provides
such approval and confirmation.
3.3. Payment Terms.
3.3.1. Advance Payment 'n Ili. Upon execution and delivery of this Agreement by
Agency,Agency will deposit with CSXT a sum equal to the Reimbursable Expenses,
as shown by the Estimate. Agency shall submit advance deposit payment to CSXT
for Reimbursable Expenses in the amount set forth in Section 3.2
copy of the CSXT Schedule PA form attached to this agreement, Estimate, a with na
the CSXT Schedule PA form. If CSXT anticipates the address
that it may incur Reimbursable e
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
Ag
ency.cy. Agency shall make such additional deposit within thirty(30)days following
delivery of such invoice to Agency.
33.2. Following completion of all Engineering Work, CSXT shall reconcile the total
Reimbursable Expenses incurred by CSXT against the total payments received from
Agency and shall submit to Agency a final invoice if required. Agency shall pay to
CSXT the amount by which actual Reimbursable Expenses exceed total payments,as
shown by the final invoice, within thirty (30)days following delivery to Agency of
the final invoice. CSXT will provide a refund of any unused deposits if the deposit
exceeds the incurred Reimbursable Expenses for the Project
Page 2
JEFFERSONYIIlx.CLusX Comm INDxANA
ROADWAY RECONSTRUCTION
CHARLESTOWN-JEFFERSONVI PDra AT CSX AT-GRADE CROSSIIio
CSXT Hoosaat SuaDmS1oN,MD.Brosr B-47.99
CSXT OPNuMa !N1208
33.3. In the event that Agency fails to pay CSXT any sums due CSXT under this
Agreement: (i)Agency shall pay CSXT interest at the lesser of 1.0%per month or
the maximum rate of interest permitted by applicable law on the delinquent amount
until paid in full; and (ii) CSXT may elect, by delivery of notice to Agency; (A) to
immediately cease all further work on the Project, unless and until Agency pays the
entire delinquent sum, together with accrued interest; and/or (B) to terminate this
Agreement.
3.4. Effect of Termination. Agency's obligation to pay CSXT Reimbursable Expenses in
accordance with this Section shall survive termination of this Agreement for any reason.
4. Appropriations. Agency represents to CSXT that: (i)Agency has obtained
to reimburse CSXT for the Reimbursable Expenses encompassedappropriations sufficient
shall use its best efforts to obtain appropriations necessary to the initialr REseimbursable
(ii)Agencyenses
encompassed by subsequent Estimates approved by Agency (iii)and cover
r Agency
sha prom tyExpe notify
CSXT in the event that Agency geoo' shall promptly notify
B cY is unable to obtain such additional appropriations.
5. Termination,
5.1. By Agency. Agency may terminate this Agreement,for any reason,by delivery of notice to
CSXT. Such termination shall become effective upon the expiration of fifteen(15)calendar
days following delivery of notice to CSXT or such later date designated by the notice.
5.2. By CSXT. CSXT may terminate this Agreement(i)as provided pursuant to Section 3.3.3.,or
(ii)upon Agency's breach of any of the terms of,or its obligations under,this Agreement and
such breach continues without cure for a period of ninety(90)days after written notification
from CSXT to Agency of such breach.
5.3. 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 to immediately stop the Engineering Work. Accordingly,both parties agree that,
in such instance a party may continue to perform Engineering Work until it has reached a
point where it may reasonably and/or safely suspend the Engineering Work. Agency shall
reimburse CSXT pursuant to this Agreement for the Engineering Work performed, plus all
costs reasonably incurred by CSXT to discontinue the Engineering Work and all other costs
of CSXT incurred as a result of the Project up to the time of full suspension of the
Engineering Work. Termination of this Agreement or Engineering 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 Engineering Work for any reason, CSXT's only remaining obligation to
Agency shall be to refund to Agency payments made to CSXT in excess of Reimbursable
Expenses in accordance with Section 3.
6. Subcontracts. CSXT shall be permitted to engage outside consultants, counsel and subcontractors to
perform all or any portion of the Engineering Work.
7. Notices. All notices, consents and approvals required or permitted by this Agreement shall be in
writing and shall be deemed delivered(i)on the expiration of three(3)days following mailing by first
class U.S.mail,(ii)on the next business day following mailing by a nationally recognized overnight
Page 3
JIMERSONYILIJI,CIaRx COUNTY,INDIANA
ROADWAYRBCONSDUJrnqN
CRA1 WN-JHFPBRSONyILLg PBS AT CSX AT-Cemoa CROSSING
CSXT HooSIER SuaDrvfazoN,Maapor r&47.99
CSXT OPMammal INI208
carrier, or (iii) on the date of transmission, as evidenced by written confirmation of successful
transmission, if by facsimile or other electronic transmission if sent on a business day(or if not sent
on a business day,then on the next businss day after the date sent),to the parties at the addresses set
forth below, or such other addresses as either party may designate by delivery of prior notice to the
other party:
If to CSXT: CSX Transportation,Inc.
4802 Decoursey Pike
Taylor Mill,Kentucky 41015
Project Manager—Public Projects
If to Agency: City of Jeffersonville
500 Quartermaster Court
Jeffersonville,Indiana 47130
Attention: Andy Crouch,City Engineer
8. Entire Aereemerrt 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 supersedes all prior or contemporaneous written or oral understandings, and
ments or
negotiations regarding its subject matter. In the event of any inconsistency this
Agreement and the Exhibits,the more specific terms of the Exhibits shall be deemed controlling.
9. 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.
10. Assi ngnment. 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 by CSXT's assignee of CSXT's obligations under this
Agreement, CSXT shall have no further obligations under this Agreement. Agency shall not
assign its rights or obligations under this Agreement without CSXT's prior written consent,
which consent may be withheld for any reason.
11. Applicable Law. This Agreement shall be governed by the laws of the State of Indiana,
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
Florida,and the Agreement shall be situated in Duval County,Parties agree to submit to the personal jurisdiction of any State or Federal court
situated in Duval County,Florida
DER OF PAGE LEFT INTENTIONALLY BLANK)
Page 4
JEFFERSONVILLE,CLARK COUNTY INDIANA
UCTION
CHARLESTOWN-JEFFERSONVILLE PIKE ROADWAY CSX AT-GRADE CROSSING
CSXT HOOSIER SUBDIVISION,MILEPOST B-47.99
CSXT OP NUMBER IN 1208
BY SIGNING THIS AGREEMENT, I certify that there have been no changes made to the content of
this Agreement since its approval by the CSXT Legal Department on October 27,2021.
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.
CITY OF JEFFERSONVILLE,INDIANA
By:
Print Naru : L.-„t
Title: eV
,
CSX TRANSPORTATION,INC.
By: teL_____________._________
--
Bradley W.Armstrong
Project Manager—Public Projects
Page 5
JEFFERSONVIILE,CLARK COUNTY,INDIANA
ROADWAY RECONSTRUCTION
CHARLEsTOWN-JEFFERSONVILLE PIKE AT CSX AT-GRADE CROSSING
CSXT HOOSIER SUBDIVISION,MILEPOST B-47.99
CSXT OP NUMBER IN]208
CSXT Schedule PA
PAYMENT SUBMISSION FORM
Project Description:Proposed Charlestown-Jeffersonville Pike roadway reconstruction project,
including where Charlestown-Jeffersonville Price crosses CSXT at-grade(DOT#153154H),in the
vicinity of CSXT Hoosier Subdivision,Nabb Branch,milepost B-47.99,as located in Jeffersonville,
Clark County,Indiana
CSXT OP#IN1208
******************************************************************************
Payment may be made via paper check or ACH/EFT payment as detailed below.
Payment due prior to work commencing.
*********Mail a Check********* *******
Mail this form(via USPS only), ACH/EFT Payment*******
along with your paper check(do not Submit Payment to:
send the Agreement)to the following
address: OR CSXT Govt.Bil ing
CSX Transportation,Inc. P.O.Box 530192
P.O.Box 530192 Atlanta,GA 30353-0192
Atlanta,GA 30353-0192 Acct#1219082172
****************************** ACH ABA#267084199
******************************
When submitting payment VIA EITHER CHECK OR ACH/EFT,send a photocopy of the check
or associated ACH/EFT payment info,along with this form via email to:
Nicole HenningQmx,com
AND
LShaw@Benesch.com
(All information below to be completed by Agency providing Payment)
Sponsor Name Payment Date Check# Amount
$18.260.00
Page 6
ACCT.CODE:709- IN1208 Form Revision
04/21/23
ESTIMATE SUBJECT TO REVISION AFTER: 8/8/2024
DOT A CITY: Jeffersonville : 153
154H
COUNTY' Clark STATE: IN
DESCRIPTION: Charlestown-Jeffersonville Pike Roadway Reconstruction(widening and pedestrian Improvements)-
From Holmans Lana and Armstrong Road to Utica-Sellersburp Road.
ZONE: Louisville SUS-DIV: Hoosier(Nabb Branch)
AGENCY PROJECT NUMBER: Job Number 20157 MILE POST: B 47.g9
PRELIMINARY ENOIJIEERING:
212 Contracted&Administrative Engineering Services
Subtotal $16,600
$1 ,600
CONSTRUCTION ENGINEERING/INSPECTION:
212 Contracted&Administrative Engineering Services
Subtotal $0
0
FLAGGING SERVICE:(Contract Labor)
70 Labor(Conductor-Flagman)
50 Labor(Foreman/inspector) Days @ $0
70 Additive Days
(Transportation Department) SO
50 Additive (Engineering Department) $0 Subtotal
$0
SIGNAL&COMMUNICATIONS WORK:
TRACK WORK:
SO
PROJECT SUBTOTAL:
900 CONTINGENCIES: 10.00% $
$1,600
,660
PROJECT TOTAL:
CURRENT AUTHORIZED BUDGET: 818,2$0
TOTAL SUPPLEMENT REQUE$] D: 'e.�/O�
it---- -M� i0/iYV
DIVISION OF COSTi
Agency 100.00% $18,260
Railroad 0.0096
SO
NOTE: Estimate to based on FULL CROSSING CLOSURE during work by Railroad Forces.
1! asthmais de m
been prepared booed on rb nmea� t&radon
periods.metatro mask labor rates manpower and reaoruoe aAtae®ly,and seer ractae
Propered.The actual coal for CUT cork few caffer become apparent once doneeti7ot comma or Metro the pmgreis or the work n ass at1 i ewer contractors work P�easae,andbraeNr ca+mtlona that
CiNco or Chia Engineer Publo Ptopd ckeenvee,Florida
Estimated sessarral by: Benesch Approved by: BWA can Polak Project Group
DATE: 08/09/23 REvtaEo: 01/00/00 DATE: 08/16/23
Page 7