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HomeMy WebLinkAboutIowa Department of Transportation-10/25/2010OrA Iowa Department Nip of Transportation Railroad Revolving Loan and Grant Program Agreement Business Address: Department Address: Project Number: RRLG-ST10(02)-9T-11 Award Date: December 8, 2009 Grant Amount: $126,000 City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Office of Rail Transportation Planning, Programming and Modal Division 800 Lincoln Way Ames, Iowa 50010 ARTICLE I. DEFINITIONS ARTICLE II. FUNDING ARTICLE III. TERMS OF GRANT ARTICLE IV. CONDITIONS OF DISBURSEMENT OF FUNDS ARTICLE V. DISBURSEMENT PROCEDURES ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUSINESS ARTICLE VII. COVENANTS OF BUSINESS ARTICLE VIII. DEFAULTS AND REMEDIES ARTICLE IX. GENERAL TERMS AND CONDITIONS THIS AGREEMENT is made between IOWA DEPARTMENT OF TRANSPORTATION, Planning, Programming and Modal Division, 800 Lincoln Way, Ames, Iowa 50010 ("Department" or "DOT") and the City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703 (referred to as "Business"). The Department desires to make a Grant to the Business and the Business desires to accept this Grant, all upon the terms and CONDITIONS set forth in this Agreement. The Railroad Revolving Loan and Grant Program (RRLG) funding is to be provided pursuant to Iowa Code Chapter 327H.20A and 761 Iowa Administrative Rules chapter 822. THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall apply: 1.1 AGREEMENT EXPIRATION DATE. "Agreement Expiration Date" means the date all obligations of the Agreement have been satisfied. 1.2 AWARD DATE. "Award Date" means the date on which the Iowa Transportation Commission approved the DOT participation, which was December 8, 2009. 1.3 AGREEMENT DATE . "Agreement Date" means the date that this Agreement is fully executed. 1.4 GRANT. "Grant" means Railroad Revolving Loan and Grant funds granted for the Project. 1.5 AGREEMENT. " "Agreement" means this Agreement, the Project budget and all of the documents referred to in the Agreement and all other instruments or documents executed by the Business or otherwise required in connection with the Agreement, including but not limited to the following: a. Exhibit A, Location and Site Map b. Exhibit B, Description of work with sketch plan c. Exhibit C, Itemized Cost Estimate d. Exhibit D, Required Bidding Procedures 2 1.6 PROJECT. "Project" means construction of approximately 800 feet of new rail spur to serve Secor Specialty Company in Waterloo, Iowa. The "Project" also includes other obligations to be performed or accomplished by the Business as described in this Agreement and the application approved by the Department. 1.7 CONSTRUCTION COMPLETION DATE. "Construction Completion Date" means thirty six months after the Agreement Date, and is the date by which the Project shall have been fully accomplished. ARTICLE II_ FUNDING 2.1 FUNDING SOURCE. The source of funding for the Grant is the Railroad Revolving Loan and Grant Program. 2.2 RECEIPT OF FUNDS. All payments under this Agreement are subject to receipt by the Department of sufficient State funds for the RRLG program. Any termination, reduction or delay of RRLG funds to the Department shall, at the option of the Department, result in the termination, reduction or delay of RRLG funds to the Business. 2.3 PRIOR COSTS. No expenditures made prior to the Award Date may be included as Project costs for the purposes of this Agreement. Expenditures made prior to the Agreement Date, but after the Award Date may not be included as Project costs for the purposes of this Agreement unless approved in writing by the Department of Transportation prior to the start of Project work. 2.4 FINAL DISBURSEMENT. The final billing shall be submitted for reimbursement within six months following the Construction Completion Date, or the Department shall be under no obligation for further disbursement. ARTICLE III TERMS OF GRANT 3.1 GRANT. The Department agrees to provide a Grant to the Business in the maximum amount of $126,000 of the total project cost. ARTICLE IV CONDITIONS TO DISBURSEMENT OF FUNDS Unless and until the following CONDITIONS have been satisfied, the Department shall be under no obligation to disburse to the Business any amounts under the Agreement: 3 4.1 PROJECT SCHEDULE. The Business shall have submitted a Project schedule and have received the Department's approval of the Project schedule. 4.2 PROJECT CONSTRUCTION. A professional engineer, licensed to practice in the State of Iowa, shall prepare the Project plans and specifications. The Business shall submit the plans and specifications to the DOT for review and authorization. The Business shall accomplish the construction of the Project as described in paragraph 4.3. 4.3 COMPETITIVE BIDDING REQUIREMENTS. All Project work shall be accomplished through competitive bidding pursuant to the procedures shown in Exhibit D, attached hereto and made a part of this Agreement. Any exceptions shall be approved by the Department. The Business shall provide the DOT file copies of Project letting documents, bid tabs, and letters of solicitation to prospective bidders. If the low bid is not awarded, DOT concurrence in the award must be obtained prior to the award. The reimbursement costs for connecting switches to the serving railroad installed by the serving railroad, shall not exceed the amount shown in Exhibit C section (c) of this Agreement. ARTICLE V DISBURSEMENT PROCEDURES 5.1 UTILIZATION OF FUNDS. The Business shall utilize RRLG funds for financing the Project described in the work description shown as Exhibit B. All labor performed and material used on the Project shall conform to Exhibit C. The Business agrees that the quantity of items shown in Exhibit C shall be the minimum incorporated into the Project. Any proposed changes in quality or quantity of materials or work performed shall be approved in advance in writing by DOT. 5.2 DISBURSMENT OF FUNDS. No disbursement of funds shall be made for work that does not conform to Exhibit B except for work changes approved in advance in writing by DOT. Disbursements may be made for conforming work done after the date of this Agreement, provided the Business provides adequate documentation to DOT of the work performed, the costs incurred, and actual payment of the cost by the Business. No disbursement of funds shall be made for work that is done after the Construction Completion Date. 5.3 REQUESTS FOR REIMBURSEMENT. All disbursements of proceeds shall be subject to the receipt by the Department of Requests for Reimbursement submitted by the Business. Requests for Reimbursement shall be in form and content acceptable to the Department. 4 5.4 PROCEDURE FOR REQUESTS OF REIMBURSEMENT. RRLG funds shall be disbursed in the following manner: a. No more than monthly, the Business may send a Request for Reimbursement to the DOT for work performed which has not previously been submitted to the DOT. b. The Business shall make no Request for Reimbursement in an amount less than twenty thousand dollars ($20,000), with the exception of the final Request for Reimbursement. c. DOT shall make reimbursements only for that work performed which conforms to Exhibit B or with work changes to Exhibit B approved in advance by DOT. d. DOT shall reimburse the Business only for authorized work, and for which proper documentation of receipts, quantities, and proof of payment has been provided. e. Grant reimbursement costs of all Authorized Work documented in each Request for Reimbursement will be made only for Project costs up to the maximum amount stated in Paragraph 3.1 of the Agreement. f. Ten percent (10%) shall be retained from each reimbursement payment made by DOT until the Project has been accepted as complete by the DOT, the Business has signed the Certificate of Completion and Final Acceptance as described in 5.5. of this Agreement, and a letter of acceptance for service has been provided by the serving railroad. 5.5. COMPLETION OF PROJECT AND FINAL ACCEPTANCE. Upon completion of the Project work, the Business shall certify that the Project work has been completed in accordance with the Agreement by signing the Certificate of Completion. Railroad acceptance of the Project, if required, shall also be provided in writing. DOT shall determine whether to accept the Project as complete and shall promptly notify the Business in writing of any items of work not approved, pursuant to Exhibit B and any work changes to Exhibit B authorized in advance by DOT. 5.6 FINAL PAYMENT. After Business certification that Project as complete Business shall submit a final bill within six months of Project completion. The DOT shall have no responsibility to make the final payment without receiving the final bill. 5 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUSINESS To induce the Department to make the Grant referred to in this Agreement, the Business represents, covenants and warrants that: 6.1 AUTHORITY. The Business is a city duly organized and validly existing under the laws of the State of Iowa. The Business is duly authorized and empowered to execute and deliver the Agreement. All action on the Business's part, such as appropriate resolution of its City Council for the execution and delivery of the Agreement, has been effectively taken. 6.2 FINANCIAL INFORMATION. All financial statements and related materials concerning the Business and the Project provided to the Department are true and correct in all material respects and completely and accurately represent the subject matter thereof as of the effective date of the statements and related materials, and no material adverse change has occurred since that date. 6.3 APPLICATION. The contents of the application the Business submitted to the Department for DOT funding is a complete and accurate representation of the Business and the Project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel of the Business since the date the Business submitted its DOT application to the Department. 6.4 CLAIMS AND PROCEEDINGS. There are no actions, lawsuits or proceedings pending or, to the knowledge of the Business, threatened against the Business affecting in any manner whatsoever their rights to execute the Agreement, or to otherwise comply with the obligations of the Business contained under the Agreement. There are no actions, lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the Business, threatened against or affecting the Business or any property. 6.5 PRIOR AGREEMENTS. The Business has not entered into any verbal or written contracts, agreements or arrangements of any kind that are inconsistent with this Agreement. 6.6 MAINTENANCE. After the work has been completed and Project has been constructed pursuant to this Agreement, Business agrees to assume all responsibility for future maintenance of the Project for a minimum of ten years. 6 ARTICLE VII COVENANTS OF BUSINESS 7.1 AFFIRMATIVE COVENANTS. The Business covenants with the DOT that: a. PROJECT WORK AND SERVICES. The Business shall complete the work and services detailed in Exhibit C of this Agreement by the Construction Completion Date. b JOB CREATION. The Business shall create and retain 26 new and retained full-time employees or equivalent (hereafter known as FTE's) at the Industry site within two (2) years from the date of the executed Certificate of Completion and Final Acceptance, and agrees to provide documentation of the number of new FTE's at the Industry site. This documentation shall be in the form of a company payroll or payrolls showing the number of new FTE's added to the company payroll. c. ACCESS TO RECORDS/INSPECTIONS. The Business shall, upon reasonable notice and at any time (during normal business hours), permit the Department, its representatives or the State Auditor to examine, audit and/or copy (i) any plans and work details pertaining to the Project, (ii) all of the Business' books, records and accounts relating to the Project, and (iii) all other documentation or materials related to this Loan; the Business shall provide proper facilities for making such examination and/or inspection. d. USE OF PROGRAM FUNDS. The Business shall expend funds received under the Agreement only for the purposes and activities described in its DOT Application and approved by the Department. e. DOCUMENTATION. The Business shall deliver to the DOT, upon request, (i) copies of all contracts or agreements relating to the Project, (ii) invoices, receipts, statements or vouchers relating to the Project, f. NOTICE OF PROCEEDINGS. The Business shall promptly notify the DOT of the initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Business which would adversely impact the Project. g. NOTICE OF BUSINESS CHANGES. The Business shall provide prompt notice to the Department of any proposed change in the Business ownership, structure or control, which would materially affect the Project. 7 h. MAINTENANCE OF PROJECT PROPERTY. The Business shall maintain the Project property for a minimum of ten (10) years in good repair and condition, ordinary wear and tear excepted, and shall not suffer or commit waste or damage upon the Project property. i. INDEMNIFICATION. The Business shall indemnify and hold harmless the Department, its officers and employees, from and against any and all losses arising out of or relating in any way to this agreement or the project that is the subject of this agreement, except those losses incurred by the Department resulting from willful misconduct or negligence on its or their part. 7.2 NEGATIVE COVENANTS. So long as the Business is subject to the terms of the grant to the DOT, the Business shall not, without prior written disclosure to the DOT and prior written consent of DOT (unless DOT prior approval is expressly waived below), directly or indirectly: a. BUSINESS' INTEREST. Assign, waive or transfer any of Business' rights, powers, duties or obligations under this Agreement. b. RESTRICTIONS. Place or permit any restrictions, covenants or any similar limitations on the real property and/or other collateral securing the Loan. c. RELOCATION OR ABANDONMENT. Relocate its operations or remove rail infrastructure funded through this Agreement from the location described in the application or abandon its operations or facilities or a substantial portion thereof for a period of five (5) years following the Construction Completion Date. ARTICLE VIII DEFAULT AND REMEDIES 8.1 EVENTS OF DEFAULT. The following shall constitute Events of Default under this Agreement: a. MATERIAL MISREPRESENTATION. If any representation, warranty or statement made or furnished to the Department by, or on behalf of, the Business in connection with this Agreement or application for this loan, is determined by the Department to be incorrect, false, misleading or erroneous in any material respect when made or furnished, it shall constitute an event of default. The Business shall have 30 days to remedy such default to the Department's satisfaction after written notice by the Department is given to the Business. 8 b NONCOMPLIANCE. If there is a failure by the Business to comply with any of the covenants, terms or conditions contained in this Agreement. c. CONSTRUCTION COMPLETION DATE. If the Project, in the sole judgment of the Department, is not completed on or before the Construction Completion Date. d. RELOCATION OR ABANDONMENT. If there is a relocation or abandonment by the Business as described in 7.2 (e). e. INSOLVENCY OR BANKRUPTCY. If the Business becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the Business applies for or consents to the appointment of a trustee or receiver for the Business or for the major part of its property; or if a trustee or receiver is appointed for the Business or for all or a substantial part of the assets of the Business and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Business and, if instituted against the Business, is consented to, or, if contested by the Business is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution. f. INSECURITY. The Department shall deem itself insecure in good faith and reasonably believes, after consideration of all the facts and circumstances then existing, that the prospect of satisfaction of the obligations under this Agreement, or the performance of or observance of the covenants in this Agreement. g. JOB CREATION. The Business fails to provide, within two (2) years after the date of the executed Certificate of Completion and Final Acceptance, documentation of the creation and retention of 26 new and retained full-time employees or equivalent (hereafter known as FTE's) at the Industry site as described in 7.1 (b). 8.2 NOTICE OF DEFAULT. The Department shall issue a written notice of default providing therein a thirty (30) day period in which the Business shall have an opportunity to cure, provided that cure is possible and feasible. 9 8.3 REMEDIES UPON DEFAULT. If the default remains unremedied, DOT shall have the right, in addition to any rights and remedies available to it under any of the Security Instruments, to do one or more of the following: a. exercise any remedy provided by law; b. require all Grant funds disbursed to the Business to be immediately repaid to the Department c. require Grant funds disbursed to the Business to be immediately repaid to the Department in an amount equal to the percent of FTEs committed to in 7.1 (b) that were not created. ARTICLE IX GENERAL TERMS AND PROVISIONS 9.1 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the benefit of the Department and Business and their respective heirs, successors, legal representatives and assigns. The obligations, covenants, warranties, acknowledgments, waivers, agreements, terms, provisions and conditions of this Agreement shall be jointly and severally enforceable against the parties to this Agreement. 9.2 COMPLIANCE WITH LAWS AND REGULATIONS. The Business shall comply with all applicable State and Federal laws, rules (including the administrative rules adopted by the Department for the RRLG Program - 761 Iowa Administrative Rules chapter 822. 9.3 COMPLIANCE WITH EQUAL EMPLOYMENT OPPORTUNITY OBLIGATIONS. The Business shall comply with all provisions of the equal employment opportunity requirements prohibiting discrimination and requiring affirmative action to assure equal employment opportunity as required by the IAC 216 (2003). The Business and its contractors will use their best efforts to solicit bids from and to utilize minority group contractors and subcontractors, or contractors and subcontractors with meaningful minority group and female representation among their employees. The Business will use its best efforts to ensure contractor and subcontractor compliance with Iowa equal employment opportunity obligations. No person shall, on the grounds of age, race, creed, sex, color, national origin, religion, or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Business receives state funds from the DOT. The Business shall comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-42 U.S.C. 2000d-4, and all requirements imposed by or pursuant to Title 49, Code of Federal Regulation, Department of Transportation, 10 Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation. 9.4 TERMINATION FOR CONVENIENCE. In addition to termination due to an Event of Default or nonappropriation of DOT funds, this Agreement may be terminated in whole, or in part, when the Department and the Business agree that the continuation of the Project would not produce beneficial results commensurate with the future disbursement of funds. The Department and Business shall agree upon the termination conditions. The Business shall not incur new obligations after the effective date of the termination and shall cancel as many outstanding obligations as is reasonably possible. The Department will allow full credit to the Business for the Department share of the noncancellable obligations allowable under the Agreement and properly incurred by the Business prior to termination. 9.5 PROCEDURE UPON TERMINATION. If the Agreement is terminated for convenience, an Event of Default or nonappropriation of DOT funds, disbursements shall be allowed for costs up to the date of termination determined by the Department to be in compliance with this Agreement. The Business shall return to the Department all grant proceeds within one (1) week of receipt of Notice of Termination. Any costs previously paid by the Department which are subsequently determined to be unallowable through audit, monitoring or closeout procedures shall be returned to the Department within thirty (30) days of the disallowance. 9.6 SURVIVAL OF AGREEMENT. If any portion of this Agreement is held to be invalid or unenforceable, the remainder shall be valid and enforceable. 9.7 GOVERNING LAW. This Agreement shall be interpreted in accordance with the law of the State of Iowa, and any action relating to the Agreement shall only be commenced in the Iowa District Court for Story County or the United States District Court for the Northern District of Iowa. 9.8 MODIFICATION. This Agreement may not be changed, waived, discharged or terminated orally, but only by a written document signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 9.9 NOTICES. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be in writing, enclosed in an envelope, addressed to the party to be notified at the address heretofore stated (or at such other address as may have been designated by written notice), properly stamped, sealed and deposited in the United States Mail. Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or two (2) business days after posting. The Department may rely on the addresses of the Business set forth heretofore, as modified from time to time, as being the addresses of the Business. 11 9.10 WAIVERS. No waiver by the Department of any default hereunder shall operate as a waiver of any other default or of the same default on any future occasion. No delay on the part of the Department in exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by the Department shall preclude future exercise thereof or the exercise of any other right or remedy. 9.11 LIMITATION. It is agreed that the Department shall not, under any circumstances, be obligated financially under this Agreement except to disburse funds according to the terms of the Agreement. 9.12 ENFORCEMENT EXPENSES. The Business shall pay upon demand any and all reasonable fees and expenses of the Department, including the fees and expenses of their attorneys, experts and agents, in connection with the exercise or enforcement of any of the rights of the Department under the Agreement. 9.13 FINAL AUTHORITY. The Department shall have the final authority to assess whether the Business has complied with the terms of this Agreement. 9.14 INTEGRATION. This Agreement contains the entire understanding between the Business and the Department and any representations that may have been made before or after the signing of this Agreement, which are not contained herein, are nonbinding, void and of no effect. None of the parties have relied on any such prior representation in entering into this Agreement. 9.15 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of who shall be deemed an original, but all of which together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date last signed below. IOWA DEPARTMENT OF TRANSPORTATION: BY: ammy Nicholson, Director Office of Rail Transportation Date: / 1/24 i° BUSINESS: City of Waterloo BY: Gc.�//161P 1,�` V Date: D CJ Mayor, City of Waterloo 12 RECEIVE -0 yi0 'rm i,�aha'fly' i I n J\I. ;\I Hasbetei BAY litiniNni Ipek 44' !,S KO 3 CZA 2 EtA dew uogeaoi paras V 1181HX3 8 II8IHX3 Form 260012wd 07-06 f Iowa Department of Transportation \r RAILROAD PROJECT PRELIMINARY COST ESTIMATE Project Description (Please enclose location and site map of area) Location: County Black Hawk Town Waterloo Address 3215 Lafayette Street EXHIBIT C Spur Length: 800 If Ft. Connecting RR Milepost Purpose: (Industry Served) Secor Specialty Company Products Shipped: Date Estimate Prepared 10/12/09 Total Project Cost $ 252,005.00 A. SITE GRADING ITEMS ITEM DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL AMOUNT (1) CLEARING AND GRUBBING Site shall be cleared and grubbed prior to grading work. 2 Acre $ 2500.00 $ 5000.00 (2) TOPSOIL, STRIP, SALVAGE, & RESPREAD Topsoil shall be stripped, salvaged, and replaced on all Slopes and disturbed areas. 3000 C.Y. $ 5.00 $ 15000.00 (3) EXCAVATION, Class 10 roadway & borrow Roadbed shall have minimum 24' top with 2:1 side slopes and ditches at least 2' wide by 1' deep 2500 C.Y. $ 5.00 $ 12500.00 (4) EMBANKMENT, with moisture & density control Roadbed shall have minimum 24' top with 2:1 side slopes and ditches at least 2' wide by 1' deep. 2500 C.Y. $ 1.00 $ 2500.00 (5) SUBBALLAST, Compacted in place Class A crushed stone shall be placed 22' wide and a Minimum 8" deep, 700 C.Y. $ 35.00 $ 24500.00 (6) SEEDING AND FERTILIZING All disturbed areas shall be seeded and fertilized to meet DOT rural standards. 1 Acre $ 3000.00 $ 3000.00 (7) CULVERTS, UNCLASSIFIED Diameter 24 Type RCP 36 L.F. $ 70.00 $ 2520.00 Culvert shall meet DOT specifications for type. (8) OTHER (Specify) $ $ 0.00 Demolition, Removals, etc. (9) OTHER (Specify) $ $ 0.00 Utility Relocation, Fencing, etc. EXHIBIT C RAILROAD ECONOMIC DEVELOPMENT PROJECT PRELIMINARY COST ESTIMATE B. TRACK CONSTRUCTION ITEMS ITEM DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL AMOUNT MATERIAL ITEMS (1) RAIL (Includes OTM) SIZE: # $ 40000.00 Minimum 90# Industrial or heavier. 800 T.F. $ 50.00 Minimum rail length shall be 25 feet. (2) TURNOUT, INSTALLED (Other than Mainline) Turnout No. Rail Size: 1 Each $ 20000.00 $ 20000.00 New or rebuilt components shall be used. (3) TIES (Specify), New x or Used $ 24035.00 Mainline relay or new industrial grade shall be used. 437 Each $ 55.00 Maximum 22" center to center spacing. (4) BALLAST PURCHASE TYPE $ 7150.00 Ballast shall be 1 y to 2" clean rock placed to a minimum 325 Tons $ 22.00 Depth of 6" below tie bottom. LABOR AND EQUIPMENT ITEMS (5) TRACK CONSTRUCTION (excluding turnout) Includes installation of Rail, OTM, Ties, & Tie Plates in 800 T.F. $ 40.00 $ 32000.00 Accordance with AREMA Specifications. (6) SURFACING AND LINING Track shall be surfaced, lined, and broomed. 800 T.F. $ 5.00 $ 4000.00 RELATED ITEMS (7) ROADWAY CROSSING Type Surface Concrete $ 18000.00 Include crossing protection. Type 30 T.F. $ 600.00 Crossing surface & protection shall be appropriate for roadway. (8) OTHER (Specify) $ 0.00 Bumping Posts, Derails, etc. $ A. and B. Subtotal CONSTRUCTION COST Construction Cost Contingency -- (up to 10 percent) $ 210205.00 $ 21000.00 $ C. Railroad Installed Turnout Specify Installing RR: Turnout Number: Rail Size: D. Engineering Costs — Track Construction Only Specify Engineering Firm AECOM $ 21000.00 Limited to 10 percent of Parts A and 6 construction costs. E. Acquisition Costs Buyer Seller Acre $ $ 0.00 Name of Estimator Doug Schindel TOTAL PROJECT COST $ 252,005.00 Telephone Number 319-232-6531 Exhibit D REQUIRED Procedures for Contracting Work The Business shall do the following in sequence: A. Develop plans and specifications covering the work, conforming to the Manual for Railway Engineering, published by the American Railway Engineering and Maintenance -of Way Association (AREMA), the connecting railroad minimum requirements, and the State of Iowa guidelines and standards agreeable to both the connecting railroad and the Iowa Department of Transportation (DOT). B. Submit plans and specifications along with bid documents to DOT for review and approval. C. Solicit bids for specified work from three or more Track work contractors. D. Send the results of the letting including all letters of solicitation, bids received, the low bidder or contractor of choice, and the total fixed contract cost or the fixed unit prices to the DOT for review and concurrence to award contract. E. Award contract to selected contractor and supervise contract to completion. F. Notify the DOT prior to start of work to enable monitoring and inspection of the project during construction. G. Any extra work needed to complete the project shall be approved by all parties to the agreement prior to commencing extra work. Extra work orders will show agreed to cost and the cost will be eligible for reimbursement with prior approval. H. Secure written approval for train operations from operating railroad, send copy to DOT. I. Notify the DOT of project completion and schedule final inspection. J. Submit an original bill and proof of payment for approved costs along with a cover letter requesting payment and summarizing project costs to enable audit and justify payment. 17 Z'�o ifiNIowa Department of Transportation Railroad Revolving Loan and Grant Program Agreement Business Address: Department Address: Project Number: RRLG-STI 0(02)-9T-11 Award Date: December 8, 2009 Grant Amount: $126,000 City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Office of Rail Transportation Planning, Programming and Modal Division 800 Lincoln Way Ames, Iowa 50010 ARTICLE I. DEFINITIONS ARTICLE II. FUNDING ARTICLE III. TERMS OF GRANT ARTICLE IV. CONDITIONS OF DISBURSEMENT OF FUNDS ARTICLE V. DISBURSEMENT PROCEDURES ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUSINESS ARTICLE VII. COVENANTS OF BUSINESS ARTICLE VIII. DEFAULTS AND REMEDIES ARTICLE IX. GENERAL TERMS AND CONDITIONS THIS AGREEMENT is made between IOWA DEPARTMENT OF TRANSPORTATION, Planning, Programming and Modal Division, 800 Lincoln Way, Ames, Iowa 50010 ("Department" or "DOT") and the City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703 (referred to as "Business"). The Department desires to make a Grant to the Business and the Business desires to accept this Grant, all upon the terms and CONDITIONS set forth in this Agreement. The Railroad Revolving Loan and Grant Program (RRLG) funding is to be provided pursuant to Iowa Code Chapter 327H.20A and 761 Iowa Administrative Rules chapter 822. THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows: ARTICLE 1 DEFINITIONS As used in this Agreement, the following terms shall apply: 1.1 AGREEMENT EXPIRATION DATE. "Agreement Expiration Date" means the date all obligations of the Agreement have been satisfied. 1.2 AWARD DATE. "Award Date" means the date on which the Iowa Transportation Commission approved the DOT participation, which was December 8, 2009. 1.3 AGREEMENT DATE . "Agreement Date" means the date that this Agreement is fully executed. 1.4 GRANT. "Grant" means Railroad Revolving Loan and Grant funds granted for the Project. 1.5 AGREEMENT. " "Agreement" means this Agreement, the Project budget and all of the documents referred to in the Agreement and all other instruments or documents executed by the Business or otherwise required in connection with the Agreement, including but not limited to the following: a. Exhibit A, Location and Site Map b. Exhibit B, Description of work with sketch plan c. Exhibit C, Itemized Cost Estimate d. Exhibit D, Required Bidding Procedures 2 1.6 PROJECT. "Project" means construction of approximately 800 feet of new rail spur to serve Secor Specialty Company in Waterloo, Iowa. The "Project" also includes other obligations to be performed or accomplished by the Business as described in this Agreement and the application approved by the Department. 1.7 CONSTRUCTION COMPLETION DATE. "Construction Completion Date" means thirty six months after the Agreement Date, and is the date by which the Project shall have been fully accomplished. ARTICLE II FUNDING 2.1 FUNDING SOURCE. The source of funding for the Grant is the Railroad Revolving Loan and Grant Program. 2.2 RECEIPT OF FUNDS. AH payments under this Agreement are subject to receipt by the Department of sufficient State funds for the RRLG program. Any termination, reduction or delay of RRLG funds to the Department shall, at the option of the Department, result in the termination, reduction or delay of RRLG funds to the Business. 2.3 PRIOR COSTS. No expenditures made prior to the Award Date may be included as Project costs for the purposes of this Agreement. Expenditures made prior to the Agreement Date, but after the Award Date may not be included as Project costs for the purposes of this Agreement unless approved in writing by the Department of Transportation prior to the start of Project work. 2.4 FINAL DISBURSEMENT. The final billing shall be submitted for reimbursement within six months following- the Construction Completion Date, or the Department shall be under no obligation for further disbursement. ARTICLE III TERMS OF GRANT 3.1 GRANT. The Department agrees to provide a Grant to the Business in the maximum amount of $126,000 of the total project cost. ARTICLE IV CONDITIONS TO DISBURSEMENT OF FUNDS Unless and until the following CONDITIONS have been satisfied, the Department shall be under no obligation to disburse to the Business any amounts under the Agreement: 3 4.1 PROJECT SCHEDULE. The Business shall have submitted a Project schedule and have received the Department's approval of the Project schedule. 4.2 PROJECT CONSTRUCTION. A professional engineer, licensed to practice in the State of Iowa, shall prepare the Project plans and specifications. The Business shall submit the plans and specifications to the DOT for review and authorization. The Business shall accomplish the construction of the Project as described in paragraph 4.3. 4.3 COMPETITIVE BIDDING REQUIREMENTS. All Project work shall be accomplished through competitive bidding pursuant to the procedures shown in Exhibit D, attached hereto and made a part of this Agreement. Any exceptions shall be approved by the Department. The Business shall provide the DOT file copies of Project letting documents, bid tabs, and letters of solicitation to prospective bidders. If the low bid is not awarded, DOT concurrence in the award must be obtained prior to the award. The reimbursement costs for connecting switches to the serving railroad installed by the serving railroad, shall not exceed the amount shown in Exhibit C section (c) of this Agreement. ARTICLE V DISBURSEMENT PROCEDURES 5.1 UTILIZATION OF FUNDS. The Business shall utilize RRLG funds for financing the Project described in the work description shown as Exhibit B. All labor performed and material used on the Project shall conform to Exhibit C. The Business agrees that the quantity of items shown in Exhibit C shall be the minimum incorporated into the Project. Any proposed changes in quality or quantity of materials or work performed shall -be approved --in. advance in -writing by DOT. 5.2 DISBURSMENT OF FUNDS. No disbursement of funds shall be made for work that does not conform to Exhibit B except for work changes approved in advance in writing by DOT. Disbursements may be made for conforming work done after the date of this Agreement, provided the Business provides adequate documentation to DOT of the work performed, the costs incurred, and actual payment of the cost by the Business. No disbursement of funds shall be made for work that is done after the Construction Completion Date. 5.3 REQUESTS FOR REIMBURSEMENT. All disbursements of proceeds shall be subject to the receipt by the Department of Requests for Reimbursement submitted by the Business. Requests for Reimbursement shall be in form and content acceptable to the Department. 4 5.4 PROCEDURE FOR REQUESTS OF REIMBURSEMENT. RRLG funds shall be disbursed in the following manner: a. No more than monthly, the Business may send a Request for Reimbursement to the DOT for work performed which has not previously been submitted to the DOT. b. The Business shall make no Request for Reimbursement in an amount less than twenty thousand dollars ($20,000), with the exception of the final Request for Reimbursement. c. DOT shall make reimbursements only for that work performed which conforms to Exhibit B or with work changes to Exhibit B approved in advance by DOT. d. DOT shall reimburse the Business only for authorized work, and for which proper documentation of receipts, quantities, and proof of payment has been provided. e. Grant reimbursement costs of all Authorized Work documented in each Request for Reimbursement will be made only for Project costs up to the maximum amount stated in Paragraph 3.1 of the Agreement. f. Ten percent (10%) shall be retained from each reimbursement payment made by DOT until the Project has been accepted as complete by the DOT, the Business has signed the Certificate of Completion and Final Acceptance as described in 5.5. of this Agreement, and a letter of acceptance for service has been provided by the serving railroad. 5.5. COMPLETION OF PROJECT AND FINAL ACCEPTANCE. Upon completion of the Project work, the Business shall certify that the Project work has been completed in accordance with the Agreement by signing the Certificate of Completion. Railroad acceptance of the Project, if required, shall also be provided in writing. DOT shall determine whether to accept the Project as complete and shall promptly notify the Business in writing of any items of work not approved, pursuant to Exhibit B and any work changes to Exhibit B authorized in advance by DOT. 5.6 FINAL PAYMENT. After Business certification that Project as complete Business shall submit a final bill within six months of Project completion. The DOT shall have no responsibility to make the final payment without receiving the final bill. 5 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUSINESS To induce the Department to make the Grant referred to in this Agreement, the Business represents, covenants and warrants that: 6.1 AUTHORITY. The Business is a city duly organized and validly existing under the laws of the State of Iowa. The Business is duly authorized and empowered to execute and deliver the Agreement. All action on the Business's part, such as appropriate resolution of its City Council for the execution and delivery of the Agreement, has been effectively taken. 6.2 FINANCIAL INFORMATION. All financial statements and related materials concerning the Business and the Project provided to the Department are true and correct in all material respects and completely and accurately represent the subject matter thereof as of the effective date of the statements and related materials, and no material adverse change has occurred since that date. 6.3 APPLICATION. The contents of the application the Business submitted to the Department for DOT funding is a complete and accurate representation of the Business and the Project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel of the Business since the date the Business submitted its DOT application to the Department. 6.4 CLAIMS AND PROCEEDINGS. There are no actions, lawsuits or proceedings pending or, to the knowledge of the Business, threatened against the Business affecting in any manner whatsoever their rights to execute the Agreement, or to otherwise comply with the obligations of the Business contained under the Agreement. There are no actions, lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the Business, threatened against or affecting the Business or any property. 6.5 PRIOR AGREEMENTS. The Business has not entered into any verbal or written contracts, agreements or arrangements of any kind that are inconsistent with this Agreement. 6.6 MAINTENANCE. After the work has been completed and Project has been constructed pursuant to this Agreement, Business agrees to assume all responsibility for future maintenance of the Project for a minimum of ten years. 6 ARTICLE VII COVENANTS OF BUSINESS 7.1 AFFIRMATIVE COVENANTS. The Business covenants with the DOT that: a. PROJECT WORK AND SERVICES. The Business shall complete the work and services detailed in Exhibit C of this Agreement by the Construction Completion Date. b JOB CREATION. The Business shall create and retain 26 new and retained full-time employees or equivalent (hereafter known as FTE's) at the Industry site within two (2) years from the date of the executed Certificate of Completion and Final Acceptance, and agrees to provide documentation of the number of new FTE's at the Industry site. This documentation shall be in the form of a company payroll or payrolls showing the number of new FTEs added to the company payroll. c. ACCESS TO RECORDS/INSPECTIONS. The Business shall, upon reasonable notice and at any time (during normal business hours), permit the Department, its representatives or the State Auditor to examine, audit and/or copy (i) any plans and work details pertaining to the Project, (ii) all of the Business' books, records and accounts relating to the Project, and (iii) all other documentation or materials related to this Loan; the Business shall provide proper facilities for making such examination and/or inspection. d. USE OF PROGRAM FUNDS. The Business shall expend funds received under the Agreement only for the purposes and activities described in its DOT Application and approved by the Department. e. DOCUMENTATION. The Business shall deliver to the DOT, upon request, (i) copies of all contracts or agreements relating to the Project, (ii) invoices, receipts, statements or vouchers relating to the Project, f. NOTICE OF PROCEEDINGS. The Business shall promptly notify the DOT of the initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Business which would adversely impact the Project. g. NOTICE OF BUSINESS CHANGES. The Business shall provide prompt notice to the Department of any proposed change in the Business ownership, structure or control, which would materially affect the Project. 7 h. MAINTENANCE OF PROJECT PROPERTY. The Business shall maintain the Project property for a minimum of ten (10) years in good repair and condition, ordinary wear and tear excepted, and shall not suffer or commit waste or damage upon the Project property. i. INDEMNIFICATION. The Business shall indemnify and hold harmless the Department, its officers and employees, from and against any and all losses arising out of or relating in any way to this agreement or the project that is the subject of this agreement, except those losses incurred by the Department resulting from willful misconduct or negligence on its or their part. 72 NEGATIVE COVENANTS. So long as the Business is subject to the terms of the grant to the DOT, the Business shall not, without prior written disclosure to the DOT and prior written consent of DOT (unless DOT prior approval is expressly waived below), directly or indirectly: a. BUSINESS' INTEREST. Assign, waive or transfer any of Business' rights, powers, duties or obligations under this Agreement. b. RESTRICTIONS. Place or permit any restrictions, covenants or any similar limitations on the real property and/or other collateral securing the Loan. c. RELOCATION OR ABANDONMENT. Relocate its operations or remove rail infrastructure funded through this Agreement from the location described in the application or abandon its operations or facilities or a substantial portion thereof for a period of five (5) years following the Construction Completion Date. ARTICLE VIII DEFAULT AND REMEDIES 8.1 EVENTS OF DEFAULT. The following shall constitute Events of Default under this Agreement: a. MATERIAL MISREPRESENTATION. If any representation, warranty or statement made or furnished to the Department by, or on behalf of, the Business in connection with this Agreement or application for this loan, is determined by the Department to be incorrect, false, misleading or erroneous in any material respect when made or furnished, it shall constitute an event of default. The Business shall have 30 days to remedy such default to the Department's satisfaction after written notice by the Department is given to the Business. 8 b NONCOMPLIANCE. If there is a failure by the Business to comply with any of the covenants, terms or conditions contained in this Agreement. c. CONSTRUCTION COMPLETION DATE. If the Project, in the sole judgment of the Department, is not completed on or before the Construction Completion Date. d. RELOCATION OR ABANDONMENT. If there is a relocation or abandonment by the Business as described in 7.2 (e). e. INSOLVENCY OR BANKRUPTCY. If the Business becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the Business applies for or consents to the appointment of a trustee or receiver for the Business or for the major part of its property; or if a trustee or receiver is appointed for the Business or for ail or a substantial part of the assets of the Business and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Business and, if instituted against the Business, is consented to, or, if contested by the Business is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution. f. INSECURITY. The Department shall deem itself insecure in good faith and reasonably believes, after consideration of all the facts and circumstances then existing, that the prospect of satisfaction of the obligations under this Agreement, or the performance of or observance of the covenants in this Agreement. g. JOB CREATION. The Business fails to provide, within two (2) years after the date of the executed Certificate of Completion and Final Acceptance, documentation of the creation and retention of 26 new and retained full-time employees or equivalent (hereafter known as FTE's) at the Industry site as described in 7.1 (b). 8.2 NOTICE OF DEFAULT. The Department shall issue a written notice of default providing therein a thirty (30) day period in which the Business shall have an opportunity to cure, provided that cure is possible and feasible. 9 8.3 REMEDIES UPON DEFAULT. If the default remains unremedied, DOT shall have the right, in addition to any rights and remedies available to it under any of the Security Instruments, to do one or more of the following: a. exercise any remedy provided by law; b. require all Grant funds disbursed to the Business to be immediately repaid to the Department c. require Grant funds disbursed to the Business to be immediately repaid to the Department in an amount equal to the percent of FTEs committed to in 7.1 (b) that were not created. ARTICLE IX GENERAL TERMS AND PROVISIONS 9.1 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the benefit of the Department and Business and their respective heirs, successors, legal representatives and assigns. The obligations, covenants, warranties, acknowledgments, waivers, agreements, terms, provisions and conditions of this Agreement shall be jointly and severally enforceable against the parties to this Agreement. 9.2 COMPLIANCE WITH LAWS AND REGULATIONS. The Business shall comply with all applicable State and Federal laws, rules (including the administrative rules adopted by the Department for the RRLG Program - 761 Iowa Administrative Rules chapter 822. 9.3 COMPLIANCE WITH EQUAL - EMPLOYMENT -- _-OPPORTUN1T OBLIGATIONS. The Business shall comply with all provisions of the equal employment opportunity requirements prohibiting discrimination and requiring affirmative action to assure equal employment opportunity as required by the IAC 216 (2003). The Business and its contractors will use their best efforts to solicit bids from and to utilize minority group contractors and subcontractors, or contractors and subcontractors with meaningful minority group and female representation among their employees. The Business will use its best efforts to ensure contractor and subcontractor compliance with Iowa equal employment opportunity obligations. No person shall, on the grounds of age, race, creed, sex, color, national origin, religion, or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Business receives state funds from the DOT. The Business shall comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-42 U.S.C. 2000d-4, and all requirements imposed by or pursuant to Title 49, Code of Federal Regulation, Department of Transportation, 10 Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation. 9.4 TERMINATION FOR CONVENIENCE. In addition to termination due to an Event of Default or nonappropriation of DOT funds, this Agreement may be terminated in whole, or in part, when the Department and the Business agree that the continuation of the Project would not produce beneficial results commensurate with the future disbursement of funds. The Department and Business shall agree upon the termination conditions. The Business shall not incur new obligations after the effective date of the termination and shall cancel as many outstanding obligations as is reasonably possible. The Department will allow full credit to the Business for the Department share of the noncancellable obligations allowable under the Agreement and properly incurred by the Business prior to termination. 9.5 PROCEDURE UPON TERMINATION. If the Agreement is terminated for convenience, an Event of Default or nonappropriation of DOT funds, disbursements shall be allowed for costs up to the date of termination determined by the Department to be in compliance with this Agreement. The Business shall return to the Department all grant proceeds within one (1) week of receipt of Notice of Termination. Any costs previously paid by the Department which are subsequently determined to be unallowable through audit, monitoring or closeout procedures shall be returned to the Department within thirty (30) days of the disallowance. 9.6 SURVIVAL OF AGREEMENT. If any portion of this Agreement is held to be invalid or unenforceable, the remainder shall be valid and enforceable. 9.7 GOVERNING LAW. This Agreement shall be interpreted in accordance with the law of the State of-towa, and any actionrelatingto-the Agreement -shall only be commenced in the Iowa District Court for Story County or the United States District Court for the Northern District of Iowa. 9.8 MODIFICATION. This Agreement may not be changed, waived, discharged or terminated orally, but only by a written document signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 9.9 NOTICES. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be in writing, enclosed in an envelope, addressed to the party to be notified at the address heretofore stated (or at such other address as may have been designated by written notice), properly stamped, sealed and deposited in the United States Mail. Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or two (2) business days after posting. The Department may rely on the addresses of the Business set forth heretofore, as modified from time to time, as being the addresses of the Business. 11 9.10 WAIVERS. No waiver by the Department of any default hereunder shall operate as a waiver of any other default or of the same default on any future occasion. No delay on the part of the Department in exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by the Department shall preclude future exercise thereof or the exercise of any other right or remedy. 9.11 LIMITATION. It is agreed that the Department shall not, under any circumstances, be obligated financially under this Agreement except to disburse funds according to the terms of the Agreement. 9.12 ENFORCEMENT EXPENSES. The Business shall pay upon demand any and all reasonable fees and expenses of the Department, including the fees and expenses of their attorneys, experts and agents, in connection with the exercise or enforcement of any of the rights of the Department under the Agreement. 9.13 FINAL AUTHORITY. The Department shall have the final authority to assess whether the Business has complied with the terms of this Agreement. 9.14 INTEGRATION. This Agreement contains the entire understanding between the Business and the Department and any representations that may have been made before or after the signing of this Agreement, which are not contained herein, are nonbinding, void and of no effect. None of the parties have relied on any such prior representation in entering into this Agreement. 9.15 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of who shall be deemed an original, but all of which together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreementeffectiveas of the date last signed below. IOWA DEPARTMENT OF TRANSPORTATION: BY: Date: Tammy Nicholson, Director Office of Rail Transportation BUSINESS: City of Waterloo BY: Mayor, City of Waterloo 12 Date: I tf V 118IHX3 LS Q101A EVA EXHIBIT B Aerial Photograph Form 260012wd 07-06 ,inolowa Department of Transportation RAILROAD PROJECT PRELIMINARY COST ESTIMATE Project Description (Please enclose location and site map of area) Location: County Black Hawk Town Waterloo Address 3215 Lafayette Street Spur Length: 800 If EXHIBIT C Ft. Connecting RR Milepost Purpose: (Industry Served) Secor Specialty Company Date Estimate Prepared 10/12109 Products Shipped: Total Project Cost $ 252,005.00 A. SITE GRADING ITEMS ITEM DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL AMOUNT (1) CLEARING AND GRUBBING Site shall be cleared and grubbed prior to grading work. 2 Acre $ 2500.00 $ 5000.00 (2) TOPSOIL, STRIP, SALVAGE, & RESPREAD Topsoil shall be stripped, salvaged, and replaced on all Slopes and disturbed areas. 3000 C.Y. $ 5.00 $ 15000.00 (3) EXCAVATION, Class 10 roadway & borrow Roadbed shall have minimum 24' top with 2:1 side slopes and ditches at least 2' wide by 1' deep 2500 C.Y. $ 5.00 $ 12500.00 (4) EMBANKMENT, with moisture & density control Roadbed shall have minimum 24' top with 2:1 side slopes and ditches at least 2' wide by 1' deep. 2500 G.Y. $ 1.00 $ 2500.00 SClBBALI_AAST, -Com actW in lace Class A crushed stone shalt be placed 22' wide and a Minimum 8" deep. 700 C.Y. $ 35.00 $ 24500.00 (6) SEEDING AND FERTILIZING All disturbed areas shall be seeded and fertilized to meet DOT rural standards. 1 Acre $ 3000.00 $ 3000.00 (7) CULVERTS, UNCLASSIFIED Diameter 24 Type RCP 36 L.F. $ 70,00 $ 2520,00 Culvert shall meet DOT specifications for type. (8) OTHER (Specify) $ $ 0.00 Demolition, Removals, etc. (9) OTHER (Specify) $ $0.00 Utility Relocation, Fencing, etc. EXHIBIT C RAILROAD ECONOMIC DEVELOPMENT PROJECT PRELIMINARY COST ESTIMATE B. TRACK CONSTRUCTION ITEMS ITEM DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL AMOUNT MATERIAL ITEMS (1) RAIL (includes OTM) SIZE: # $40000,00 - Minimum 90# Industrial or heavier. 800 T.F. $ 50.00 Minimum rail length shall be 25 feet. (2) TURNOUT, INSTALLED (Other than Mainline) Turnout No. Rail Size: 1 Each $ 20000.00 $ 20000.00 New or rebuilt components shall be used. (3) TIES (Specify), New x or Used $ 24035.00 Mainline relay or new industrial grade shall be used. 437 Each $ 55.00 Maximum 22" center to center spacing. (4) BALLAST PURCHASE TYPE $ 7150.00 Ballast shall be 1 %" to 2" clean rock placed to a minimum 325 Tons $ 22.00 Depth of 6" below tie bottom. LABOR AND EQUIPMENT ITEMS (5) TRACK CONSTRUCTION (excluding turnout) includes installation of Rail, OTM, Ties, & Tle Plates in ${}0 T.F. $ 40.00 $ 32000.00 Accordance with AREMA Specifications. (6) SURFACING AND LINING Track shall be surfaced, lined, and broomed. 800 T.F. $ 5.OQ $ 4000.00 RELATED ITEMS (7) ROADWAY CROSSING Type Surface Concrete $ 18000.00 Include crossing protection. Type 30 T.F. $ 600.00 Crossing surface & protection shall be appropriate for madwav (8) OTHER (Specify) _...Bumping -Posts,. Derails,- etc,-- A. and B. Subtotal CONSTRUCTION COST Construction Cost Contingency — (up to 10 percent) $ 210205.00 $ 21000.00 C. Railroad Installed Turnout Specify Installing RR: $ Turnout Number: Rail Size: D. Engineering Costs — Track Construction Only Specify Engineering Firm AECOM $ 21000.00 Limited to 10 percent of Parts A and 8 construction costs. E. Acquisition Costs Buyer Seller Acre $ $ 0.00 Name of Estimator Doug Schindel TOTAL PROJECT COST $ 252,005.00 Telephone Number 319-232-6531 Exhibit D REQUIRED Procedures for Contracting Work The Business shall do the following in sequence: A. Develop plans and specifications covering the work, conforming to the Manual for Railway Engineering, published by the American Railway Engineering and Maintenance -of Way Association (AREMA), the connecting railroad minimum requirements, and the State of Iowa guidelines and standards agreeable to both the connecting railroad and the Iowa Department of Transportation (DOT). B. Submit plans and specifications along with bid documents to DOT for review and approval. C. Solicit bids for specified work from three or more Track work contractors. D. Send the results of the letting including all letters of solicitation, bids received, the low bidder or contractor of choice, and the total fixed contract cost or the fixed unit prices to the DOT for review and concurrence to award contract. E. Award contract to selected contractor and supervise contract to completion. F. Notify the DOT prior to start of work to enable monitoring and inspection of the project during construction. G. Any extra work needed to complete the project shall be approved by all parties to the agreement prior to commencing extra work. Extra work orders will show agreed to cost and -the cost writ e e it g�bfe for reimbursement with prior approval. H. Secure written approval for train operations from operating railroad, send copy to DOT. L Notify the DOT of project completion and schedule final inspection. J. Submit an original bill and proof of payment for approved costs along with a cover letter requesting payment and summarizing project costs to enable audit and justify payment. 17 w