for anaheim regional transportation...

ARTIC Construction & Maintenance Agreement

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CONSTRUCTION AND MAINTENANCE AGREEMENT

for ANAHEIM REGIONAL

TRANSPORTATION INTERMODAL CENTER (ARTIC)

BETWEEN

SOUTHERN CALIFORNIA REGIONAL RAIL

AUTHORITY (SCRRA)

AND THE

CITY OF ANAHEIM AT

SCRRA MILE POST 170.65 – 171.0 – ORANGE SUBDIVISION

IN OR NEAR

CITY OF ANAHEIM

ORANGE COUNTY, CALIFORNIA


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SCRRA Folder No.: S0000362

SCRRA Project No.: 860721

Construction and Maintenance Agreement

for

ANAHEIM REGIONAL TRANSPORTATION INTERMODAL CENTER (“ARTIC”)

MP 170.65 – MP 171.0 - ORANGE SUBDIVISION

2626 E. Katella Avenue, City of Anaheim, Orange County, CA

THIS Construction and Maintenance Agreement ("AGREEMENT") is made and entered

into as of the __________ day of __________, 201___, by and between the SOUTHERN

CALIFORNIA REGIONAL RAIL AUTHORITY, a joint powers authority existing under the

laws of the State of California (hereinafter referred to as "SCRRA"), to be addressed at One

Gateway Plaza, Floor 12, Los Angeles, California 90017 and the CITY OF ANAHEIM, a

charter city and a municipal corporation duly organized and existing under the laws of the State

of California and its Charter (hereinafter referred to as “CITY”), to be addressed at City of

Anaheim, Department of Public Works, P.O. Box 3222, Anaheim, CA 92803.CITY and SCRRA

may be referred to singly as “PARTY” and collectively as “PARTIES.”

RECITALS:

SCRRA is a five-county joint powers authority, created pursuant to California Public Utilities

Code Section 130255 and California Government Code Section 6500 et seq., to build, maintain,

administer, and operate the “METROLINK” commuter train system on railroad rights-of-way

owned by the member agencies and through other shared use and joint operation agreements.

The five-county member agencies comprise the following: Los Angeles County Metropolitan

Transportation Authority (“MTA”), Ventura County Transportation Commission (“VCTC”),

Orange County Transportation Authority (“OCTA”), San Bernardino Associated Governments

(“SANBAG”), and Riverside County Transportation Commission (“RCTC”).

SCRRA controls, administers, operates, and maintains the railroad track, structures, signals,


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communication systems, and appurtenances on the rail line known as the Orange Subdivision in

the area adjacent to and straddled by the ARTIC development. SCRRA and the “Operating

Railroads” [as used herein “Operating Railroads" means any passenger or freight-related railroad

company(s) operating on SCRRA track(s)], including the National Railroad Passenger

Corporation (AMTRAK), the Union Pacific Railroad Company (UPRR), and the BNSF Railway

Company (BNSF),] operate trains and rail equipment through this location on right-of-way

owned by Orange County Transportation Authority (“OCTA”), in accordance with the Shared

Use Agreement dated October 30th, 1992, and the Agreement between SCRRA, its Member

Agencies, and the National Railroad Passenger Corporation (AMTRAK), and known as the

“Intercity Agreement.”

1. The new Anaheim Regional Transportation Intermodal Center (ARTIC) will be a unified

facility where people will move seamlessly from one mode of transit to another, allowing

them to reach Southern California activity centers and business districts. Transit oriented

development in the immediate area will integrate with ARTIC to form a vibrant

community. ARTIC will serve as a hub for Orange County and the region, a landmark

where freeways, major arterials, bus routes and Orange County’s backbone rail system

converge. The network of transit choices will continue to grow in the coming years as the

number of Metrolink and Amtrak trains serving Anaheim and local and express bus

routes increase. On opening day, ARTIC services will include: Metrolink, Amtrak,

OCTA bus, Anaheim Resort Transit, shuttles, taxis, and tour and charter buses. ARTIC

will also accommodate future plans for the Anaheim Rapid Connection (ARC) and high-

speed trains.

2. SCRRA and the CITY desire to provide for the construction of the ARTIC facility at

2626 E. Katella Avenue, located within the City of Anaheim, County of Orange,

California. The ARTIC site will straddle OCTA’s Los Angeles-San Diego-San Luis

Obispo (“LOSSAN”) Rail Corridor and is bounded by East Katella Avenue to the north,

Douglass Road to the west, State Route 57 to the south and the Santa Ana River to the

east, between Mile Posts 170.7 and 171.0.

3. The construction of ARTIC will convert the existing Anaheim Amtrak/Metrolink station


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facility located in the Anaheim Stadium parking lot, support existing transit services (rail

and non rail), include transit-oriented retail, restaurant and civic space, and accommodate

transit services such as the Metrolink Service Expansion Program, planned bus-rapid

transit, and other fixed route services.

4. The ARTIC development will be constructed and maintained by the CITY, with SCRRA

maintaining the right-of-way (“ROW”), track, signaling system and associated

infrastructure, SCRRA platform communications and ticket vending equipment, and

SCRRA ticket vending equipment located within the ARTIC building.

5. Along the rail corridor, SCRRA operates Metrolink commuter rail services, Amtrak

operates Surfliner Intercity service, and UPRR and BNSF operate freight services. Major

facilities include but are not limited to two mainline tracks, the Douglass Road bridge

superstructure, and the existing Anaheim/Metrolink Station. The construction of ARTIC

will affect Metrolink’s rail services and rail infrastructure. Permanent rail track and

platform modifications are proposed to be reconstructed as part of the PROJECT in the

area known as the Orange Subdivision between Katella Avenue and the railroad west

abutment of the Santa Ana River Bridge, Mile Posts 170.7 and 171.0.

6. The term “PROJECT” as used in this AGREEMENT is the construction and maintenance

requirements for the following scope:

(a) Converting the existing Anaheim Metrolink Station and station facilities, including

associated passenger access, platforms, platform amenities, underpasses and overpasses;

(b) Modifying and replacing the Douglass Road rail bridge structure;

(c) Douglass Road improvements in the immediate vicinity of the railroad right-of-way;

(d) Communications and signals (“C & S”) modifications required to support the

infrastructure modifications;

(e) Any and all necessary changes to railroad telephone, telegraph, signal, fiber optic, oil,

gas and electrical lines and appurtenances;

(f) All temporary and permanent track work, fencing, grading, alteration to or new

construction of drainage facilities; and


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(g) Any and/or all other work of every kind and character necessary to accomplish the

successful construction and maintenance of the ARTIC development as it affects, or may

affect, the railroad right-of-way, infrastructure and operations.

7. The SCRRA Standard Terms and Conditions under which the PROJECT shall be

implemented are incorporated as Exhibit A. A description of the Project is appended as

Exhibit B-1, while the general arrangement, plan, section and location of the ARTIC

development proposed by the CITY is shown on the location print marked as Exhibit B-

2. An index of the detailed Plans and Specifications of this PROJECT, to be included in

this AGREEMENT, is incorporated as Exhibit B-3 and Exhibit B-4.

8. The CITY owns the properties described as “1790 S. Douglass Road”, “1750 S. Douglass

Road” and the “Current Amtrak Site”, together substantially forming the PROJECT

worksite. The full legal descriptions of these properties are incorporated as Exhibit C-1,

and a Plat of the easements is incorporated as Exhibit C-2. The OCTA owned right-of-

way in which SCRRA operates completes the PROJECT worksite. The CITY and

SCRRA acknowledge that should the CITY not have executed the lease agreement with

OCTA for occupation of the OCTA right-of-way at the time of execution of this

Construction and Maintenance Agreement, then the CITY will later furnish to SCRRA

evidence of the said lease agreement immediately following execution, for subsequent

reference within this Agreement.

9. SCRRA and the CITY are entering into this AGREEMENT to provide for the

construction and maintenance of the PROJECT described above, and as contained in the

Exhibits attached to and made a part of this AGREEMENT. This AGREEMENT is

subsequent to the existing Design Services Agreement between SCRRA and the CITY,

dated April 13th, 2010, which provided for the design of ARTIC through to 100% Plans,

Specifications and Estimates.

AGREEMENT


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NOW, THEREFORE, it is mutually agreed by and between the PARTIES hereto as follows:

ARTICLE 1 -

LIST OF EXHIBITS

The exhibits below are attached to and made a part of this AGREEMENT as if set forth

in their entirety:

Exhibit A Standard Terms and Conditions

Exhibit B-1 Description of PROJECT

Exhibit B-2 Railroad Location Print

Exhibit B-3 Index of PROJECT Plans

Exhibit B-4 Index of PROJECT Specifications

Exhibit B-5 SCRRA Form of Approval

Exhibit B-6 List of Submittals Requiring SCRRA Review

Exhibit C-1 Easement for PROJECT Area

Exhibit C-2 Plat of Easement and Legal Description

Exhibit D-1 City Scope of Work and Estimate “CITY WORK”

Exhibit D-2 SCRRA Scope of Work and Estimate “RAILROAD WORK”

Exhibit E-1 SCRRA Bridge and Tunnel Design Requirements

Exhibit E-2 SCRRA Requirements of the Contractor

Exhibit F Funding Schedule

ARTICLE 2 -

RESERVED

ARTICLE 3 – PLANS AND SPECIFICATIONS

3.1 The CITY has prepared, or caused to be prepared, the detailed Plans, Specifications, and

Estimates (the “PS&E”) for the PROJECT, except where SCRRA at the sole cost and expense of

the CITY, has prepared, or caused to be prepared, the detailed Plans, Specifications, and

Estimates for the changes, additions, or alterations to existing SCRRA communication facilities

required in connection with the PROJECT. The Plans and Specifications for the PROJECT are

referenced as Exhibits B-3 and B-4 respectively.


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3.2 SCRRA has reviewed the CITY WORK PS&E for general conformance with SCRRA

standards and requirements, and has given the CITY the final written approval of the CITY

WORK PS&E substantially in the form of Exhibit B-5. The CITY WORK PS&E forms part of

this AGREEMENT by reference. No changes in the final written and approved CITY WORK

PS&E may be made unless SCRRA has consented to the proposed changes in writing.

ARTICLE 4 –

SCRRA REQUIREMENTS

4.1 The CITY, at its sole cost and expense, shall comply and ensure that its employee(s),

consultant(s), and contractor(s) comply, at all times when on the rail right-of-way, with Exhibit

E-1, Exhibit E-2, and with the rules and regulations, as contained in the current editions of the

following documents, which are otherwise known as “REFERENCES”, as incorporated in this

document as if they were set full in this paragraph, and incorporated in this AGREEMENT by

reference. These documents are described and can be accessed through SCRRA’s website

www.metrolinktrains.com as the following:

• Temporary Right-of-Entry Agreement, SCRRA Form No. 6 • Rules and Requirements for Construction on Railway Property, SCRRA Form No. 37 • General Safety Regulations for Third Party Construction and Maintenance Activity

on SCRRA Member Agency Property • Applicable SCRRA Engineering Standards

4. 2 The CITY and all employee(s), consultant(s), and contractor(s) employed by the CITY

shall ensure compliance to the terms and conditions of the AGREEMENT for work specified in

this Article. SCRRA requires all CITY employee(s), consultant(s) and contractor(s) working on

the PROJECT to attend the SCRRA Safety Training for Roadway Worker Protection (“RWP”)

as a mandatory prerequisite to enter the railroad right-of-way and comply with the SCRRA

Safety Rules while on railroad property.

4.3 SCRRA representatives may make inspections and conduct tests to judge the

effectiveness of the safety training and compliance with SCRRA requirements, in accordance

with SCRRA’s Efficiency Testing Program, and in compliance with 49 CFR 214 – Railroad

Workplace Safety Regulations and SCRRA Third Party Work Rules. The employee(s),

http://www.metrolinktrains.com/�


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consultant(s), and contractor(s) shall cooperate with SCRRA, Federal, and State representatives

at all times. Disregard for, or failure to comply with, the requirements of 49 CFR 214 – Railroad

Workplace Safety regulations, or SCRRA third-party safety requirements, may result in the

removal of an offending individual(s) from the SCRRA Right-of-Way. Egregious or repeated

disregard for any safety rule or requirement may result in the termination of the Right-of-Entry

Agreement.

ARTICLE 5 –

SCOPE OF WORK AND ESTIMATE BY CITY

5.1 The CITY WORK to be performed by the CITY is described in Exhibit D-1 – CITY

Scope of Work and Estimate, dated June 13th, 2012 in the amount of $25,200,000.00.

5.2 The CITY shall also make any and all arrangements for the installation or relocation of

wire lines, pipe lines and other facilities owned by private persons, companies, corporations,

political subdivisions or public utilities other than SCRRA which may be necessary for the

construction of the PROJECT.

5.3 The CITY shall be responsible for the removal of any and all contaminated or hazardous

material within the limits of the PROJECT and the railroad right-of-way in accordance with

applicable law or regulation.

5.4 The CITY shall ensure that all design, construction, maintenance, and materials used

throughout the PROJECT are in compliance with SCRRA Standards, Specifications and

Procedures.

5.5 The CITY shall have full responsibility for coordination amongst all third parties,

including agencies, and will be fully responsible for obtaining all licenses, permits and other

statutory obligations to facilitate implementation of construction of the PROJECT. The CITY

shall be fully responsible for coordination and communication with all other rail passenger and

freight service providers with regard to ARTIC operations, parking facilities, and any statutory

notifications and responsibilities. SCRRA will dispatch services for all providers, with

appropriate coordination for any changes to service patterns necessitated by construction

activities, and where required as a responsibility of maintenance obligations.


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5.6 Upon completion of the PROJECT, the CITY, at its sole cost and expense, shall furnish

one full-size and one half-size printed sets of plans depicting the as-constructed condition of the

scope of the PROJECT and appurtenances that relate to the railroad ROW, infrastructure and

operations. In addition, the CITY shall furnish one copy of the Specifications, one (1) copy of

the structural calculations, one (1) copy of any materials testing and compliance certification,

one copy of all inspection, testing and commissioning records, and one (1) copy of all warranties

and guarantees for any railroad accepted or maintained structures. The CITY shall furnish the

drawings for SCRRA accepted or maintained facilities and structures electronically in an editable

Microstation or AutoCAD file format. In addition to the printed copies required above, the

CITY shall furnish a compact disc (CD) or a Digital Versatile Disc (DVD) containing all of the

construction and contract documents in portable document format (PDF).

5.7 CITY shall continue to keep open and maintain the existing Anaheim Stadium Station

platforms, lighting, railings, and all associated accesses, throughout the PROJECT construction,

to allow safe access to all rail services. Once ARTIC development becomes operational,

SCCRA shall commence use of ARTIC development for regular SCRRA scheduled services.

CITY shall keep open and maintain the existing Anaheim Stadium Station for special SCRRA

event services after ARTIC development becomes operational, and to allow public access from

the Stadium Parking Lot through to the platforms to reach the ARTIC development for regular

SCRRA scheduled services. CITY to provide and maintain appropriate permanent, fixed signage

to direct SCRRA passengers to aforementioned services. CITY and SCRRA are in agreement

that the existing visual and audio communication provisions, and Ticket Vending Machines at

the current Stadium station platforms, and access points, will be decommissioned as part of the

PROJECT scope.

5.8 One year after the ARTIC development becomes operational, the CITY shall evaluate the

effectiveness of parking use of the three lots surrounding the ARTIC development and to assess

changes in parking management strategies. SCRRA will be invited to participate in the parking

effectiveness assessment.

5.9 The CITY will ensure that its maintenance contractor(s) for the concourse overbridge


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comply with all SCRRA access procedures for working on, or about, the railroad, and that all

permanent maintenance equipment will be secured in a position where it will not obstruct

passenger movements, or present a potential threat to the safe operation of the railroad.

ARTICLE 6 –

SCOPE OF WORK AND ESTIMATE BY SCRRA

6.1 The RAILROAD WORK to be performed by SCRRA, at the CITY's sole cost and

expense, is described in Exhibit D-2 – SCRRA Scope of Work and Estimate, dated August 1st,

2012, in the amount of $ 1,034,660.00

6.2 Upon receipt, from the CITY, of a written notice to proceed with the railroad and associated

systems works, SCRRA will place orders within thirty (30) days for any needed materials or

equipment, and issue contracts or task orders for any adjustment of SCRRA facilities or provision of

services necessary to permit construction of the PROJECT. Orders for materials, new contracts for

construction, or task orders under existing contracts, will be issued in accordance with SCRRA

procurement policies and the laws and regulations governing public agency contracts applicable to

SCRRA.

6.3 Completion of any designs necessary for the railroad and associated systems work

portions of the PROJECT, and the acceptance of the estimates in Exhibit D-2 and Exhibit D-3

inclusive, and the deposit of any funds due SCRRA are conditions precedent to issuing the

Notice to Proceed with the railroad and associated systems work.

6.4 SCRRA shall, at the CITY’s expense, arrange for design consultant under contract to

SCRRA responsible for the design of the rail systems, communications and signaling design to

be available to the CITY throughout the construction period to respond to Requests for

Information, Submittal Reviews and Approvals, site overview, inspection, and witness of testing

and commissioning procedures to ensure compliance with SCRRA standards and specifications,

and construction contractor change requests related to the design work of the SCRRA design

consultant(s).

6.5 SCRRA shall, at the CITY’s expense, arrange for a specialist contractor(s) under contract

to SCRRA to procure, deliver, install and test:


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a) The replacement, cut-over and splicing of the main fiber and signal cables routed

from the east end of the extended ARTIC north platform, through new conduits in the

platform, to the pull box at the east end of the existing Anaheim station north

platform.

b) The Ticket Vending Machines (TVMs) to be located on the north and south

platforms, and within the main ARTIC facility

6.6 Upon completion of the PROJECT construction, SCRRA, at the CITY’s expense, shall

furnish one full-size and one half-size set of plans depicting the as-constructed condition of the

rail systems, communications and signaling work installed by the SCRRA contractor(s).

SCRRA shall ensure the accuracy of the as-constructed plans as presented by SCRRA’s

contractor. The as-constructed condition shall also be provided on compact disc (CD) or a

Digital Versatile Disc (DVD) in portable document format (PDF).

6.7 SCRRA shall support and use any rights at its disposal to cause the relocation of any

private utilities through existing agreements, licenses or permits.

6.8 SCRRA shall coordinate with the CITY to agree a mutually acceptable date for transition

of regular revenue service from currently stopping at the Stadium end of the platforms, to then

stopping at the ARTIC end of the platforms. Special event services for functions at the Anaheim

Stadium will continue to stop at the Stadium end of the platforms.

ARTICLE 7 – CONSTRUCTION OF PROJECT

7.1 The CITY shall furnish, or cause to be furnished, all labor, materials, tools, equipment,

and superintendence for the performance of the work for which the CITY is responsible. SCRRA

shall, at the CITY’s full cost provide specialist trained safety staff to manage access to, and safe

protection upon, the right-of-way. The CITY shall also provide a full-time resident engineer

with experience in railroad and bridge projects on the site of the work during construction,

throughout all work phases affecting, or having the potential to affect, the railroad right-of-way.

The resident engineer must be an engineer licensed in the State of California, and must have the

authority to provide direction to the contractor or contractors employed by the CITY, and to


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commit the CITY within a reasonable scope of authority.

7.2 The CITY must supervise and inspect the operations of all contractors employed by the

CITY to assure compliance with the plans and specifications approved by SCRRA, the terms of

this AGREEMENT and all safety requirements of SCRRA. If SCRRA determines that proper

supervision and inspection is not being performed by CITY personnel at any time during

construction of the PROJECT, SCRRA has the right to stop construction that is within twenty-

five (25) feet of the closest track centerline, or that otherwise may reasonably be expected to

affect the safety of SCRRA infrastructure, operations, staff, or the public. Construction of the

PROJECT will not proceed until CITY corrects the objectionable condition or activity to the

reasonable satisfaction of SCRRA. If SCRRA believes that the condition or activity is not being

corrected in an expeditious manner, SCRRA will immediately notify the CITY, and CITY agrees

to institute appropriate corrective action.

7.3 The CITY shall furnish copies of the contractor-furnished submittals listed in Exhibit B-6 to

SCRRA for review and approval prior to proceeding with the work covered by the Submittal. Upon

approval of the CITY, the contractor or contractors may make the submittals directly to SCRRA at

the address provided in this AGREEMENT. SCRRA shall be allowed thirty (30) working days to

complete its review of any submittals and to communicate any recommendations or to make any

requests for revisions to the plans where the interests of SCRRA are affected by the PROJECT.

7.4 The CITY shall ensure that its Contractor(s):

a) Facilitate access to the PROJECT area at all times, for all SCRRA staff, contractors,

or representatives to undertake inspection, overview, and witness testing of all

elements of the works;

b) Coordinate with SCRRA to provide and schedule a one week installation window for

SCRRA contractor(s) to install and test the Ticket Vending Machines. The

Contractor(s) shall notify the Construction Manager of the anticipated window sixty

(60) days in advance for SCRRA to coordinate the installation;

c) Test and demonstrate full functionality of all CIS subsystems, providing notification

to SCRRA for tests that require generation of data from the SCRRA Metrolink

Operations Center (MOC) or personnel a minimum of sixty (60) days in advance;


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d) Prior to any site works commencing, trace, pot hole, and physically mark on site any

and all cables and utilities, so as to satisfy himself of the exact location of all services,

the necessary protection for these in accordance with his proposed working methods,

and the extent and timing of coordination required with SCRRA to undertake the

work. Best available information suggests that both existing main signal and fiber

cables, controlling signal, grade crossing, communication and Positive Train Control

systems throughout this section of the railroad, are located within conduits in the

ballast, and are routed across the south span of Douglass Road Bridge. The

contractor(s) shall ensure that these cables are appropriately protected in place

throughout the works. SCRRA will not permit a temporary relocation of these cables.

e) Coordinate with SCRRA and its specialist contractor, to provide and schedule at the

appropriate time in the agreed method for replacement of Douglass Road Bridge

deck, a minimum one week installation window for SCRRA contractor(s) to deliver,

install, splice, and cut-over the new main fiber and signal cables, routed through new

platform conduits from the east end of the extended ARTIC north platform, through

the new Douglass Road bridge north platform, to the pull box at the east end of the

existing Anaheim station north platform. The entire conduit route is to be

substantially complete, affording suitable protection to all cables installed within. The

Contractor(s) shall notify the Construction Manager of the anticipated window sixty

(60) days in advance for SCRRA to coordinate the installation. SCRRA will permit

only one instance of relocation, splicing and cut-over of the main signal and fiber

cables into their new, permanent location.

f) Maintain operation of the existing Anaheim Stadium Station during all revenue hours

throughout construction of the PROJECT.

g) Fully reinstate any Positive Train Control (“PTC”) milepost, speed increase/decrease,

or other PTC critical point markings upon the track or associated infrastructure,

should they be lost at any time when track is removed and replaced during track

outages, or in general throughout the PROJECT works.

7.5 The CITY shall incorporate the requirements of Exhibit E-1 and Exhibit E-2 into each

prime contract for construction of the Project. The CITY shall exercise its authority as a party to


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any contract for construction into which it enters, to ensure that its contractor conforms with the

requirements listed in Exhibit E-1 and Exhibit E-2, and to avoid delay or damage to SCRRA

operations, right-of-way, property, or other facilities, or the operations, property or facilities of

others occupying or using SCRRA right-of-way. All work done by the CITY, or its

Contractor(s), on the right-of-way of SCRRA shall be done in a manner satisfactory to SCRRA.

7.6 SCRRA and CITY shall establish mutually agreeable work windows for the PROJECT, if

different from those defined in Exhibit E-2. To facilitate scheduling for the PROJECT, CITY shall

require its contractor or contractors to give SCRRA’s representative seventy-five (75) days advance

notice of the proposed times and dates for any single track occupancy work windows to which

SCRRA has agreed. Should, due to train operations or service obligations or other reasons provided

in this AGREEMENT, it become impracticable to provide the work window on the dates established,

SCRRA will provide the work window at the next reasonably available opportunity. SCRRA shall

not be responsible for any additional costs and expenses resulting from a change in work windows.

7.7 CITY must advise the appropriate SCRRA Manager –Assistant Director of Public Projects –

Department of Engineering and Construction, in writing, of the completion date of the PROJECT

within thirty (30) days after such completion date. Additionally, CITY must notify SCRRA's

Assistant Director of Public Projects – Department of Engineering and Construction, in writing, of

the date on which CITY and its Contractor(s) will meet with SCRRA for the purpose of making final

inspection of the PROJECT.

ARTICLE 8 – SHOOFLY CONSTRUCTION (NOT USED)

ARTICLE 9 – TRACK STABILIZATION PERIOD

9.1 The CITY acknowledges that conditions inherent in the construction of the PROJECT

may cause the complete stabilization of the structure and the track to extend beyond the

construction period at new underpass structure locations. The CITY also acknowledges that

operation of trains by SCRRA and others over the structure and roadbed during the stabilization

period may require maintenance, beyond that ordinarily performed on similar classes of track, to

correct settlement and consolidation of the supporting roadbed and ballast, until the stabilization


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period is complete.

9.2 The CITY shall pay to SCRRA all that part of the cost and expense of additional

maintenance (hereinafter referred to as "Track Stabilization Period Maintenance") associated

with the PROJECT which can be attributed to failure of subgrade, caving, sliding, slipping,

sinking or settling, including damage to protective work in connection therewith, as well as

settlement and consolidation of subballast, or roadbed, or any combination thereof, which are

incurred during the period commencing immediately following completion of the work to

Douglass Road Bridge, to the baggage handling or pedestrian tunnels, or to any other elements of

the construction which through execution can be demonstrated to have caused detrimental

condition to the track or associated infrastructure, by the CITY or its Contractor(s) and ending

two (2) years thereafter.

9.3 The Track Stabilization Period Maintenance costs must include reimbursement of the

extra cost, in excess of normal maintenance costs, of maintaining that portion of the tracks above

sub-grade to the construction tolerances of SCRRA, and will include cost of maintaining proper

alignment, proper surface and use of ballast and other necessary materials. SCRRA will

normally perform the Track Stabilization Period Maintenance work with its own forces or

through the track maintenance contractor employed by SCRRA. In the event major construction

is required for Track Stabilization Period Maintenance, the CITY, at its expense, may

accomplish such major items by contract, subject to approval and inspection by SCRRA.

9.4 Except in cases where the continuity of train service is involved or threatened, SCRRA

shall submit to the CITY a description of the proposed Track Stabilization Period Maintenance

work and an estimate of its cost. SCRRA will not commence work until the estimate for the

work has been approved by the CITY, for which approval shall not be unreasonably withheld.

ARTICLE 10 – DISTRIBUTION OF COSTS

The PROJECT is funded through Local sources, as listed in Exhibit F. All contracts, expenses and

invoicing for the PROJECT shall meet the contractual requirements of these funding sources.

ARTICLE 11 – PAYMENT FOR SCRRA WORK


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11.1 Within thirty (30) calendar days following CITY Council award of a PROJECT

construction contract, and with this AGREEMENT executed, the CITY shall deposit with

SCRRA 75% of the sum of the estimate for items 1, 2A), 2B), and 2E), being the estimated costs

for SCRRA staff, and SCRRA consultant staff, as contained in Exhibit D-2 – SCRRA Scope of

Work and Estimate. SCRRA will subsequently forward to the CITY executed Task Orders with

SCRRA’s consultants to verify the adequacy of the deposited funds.

11.2 SCRRA and the CITY will mutually identify a date by when SCRRA will need to

execute contracts for the Signal and Communications Contractor and the TVM Procurement and

Installation Contractor. Three (3) months in advance of these identified contract execution dates,

the CITY will deposit 100% of the sum of the estimate for items 2C) and 2D), being the

estimated costs for these procurement and installation contractors, as contained in Exhibit D-2 –

SCRRA Scope of Work and Estimate. SCRRA will subsequently forward to the CITY executed

Task Orders with SCRRA’s contractors to verify the adequacy of the deposited funds.

11.3 During the construction of the PROJECT, SCRRA will send the CITY quarterly progress

statements detailing all incurred costs for work performed by SCRRA and its consultants and

contractors under this AGREEMENT that is at the expense of the CITY. The CITY shall review

the statement for conformance with the applicable provisions of 48 CFR 31 or the requirements

of the funding agreements contained in Exhibit F within Seven (7) business days and provide

SCRRA with written approval, comments and/or objections in writing.

11.4 SCRRA will formally notify the CITY when costs incurred reach 75% of the deposited

funds, revise at its sole discretion its estimate for the cost of the support required to complete the

PROJECT, and the CITY shall deposit any remaining estimated amount in excess of the original

deposit.

11.5 The CITY acknowledges that until SCRRA receives formal approval of its overhead rates

by the Federal Transit Administration (FTA), SCRRA’s cognizant audit agency, an estimated

allocated overhead rate will be provided for invoicing purposes. Upon agreement by the CITY

and SCRRA that all PROJECT activities are complete, and after the SCRRA overhead rate for

each period covering the construction of the Project is approved by the FTA, SCRRA will submit


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to the CITY a detailed statement of final costs incurred under this Agreement, segregated as to

labor and materials for each item in the recapitulation shown on Exhibit D-2. Based on the final

accounting, if it is mutually determined that actual SCRRA costs were less than the amount of

deposited funds, SCRRA will return the unused balance of deposited funds within thirty (30)

days of CITY written request.

11.6 SCRRA, if it so elects, may recalculate and update the Estimate submitted to the CITY in

the event the CITY does not commence construction on the portion of the PROJECT located on

or over the right-of-way of SCRRA within six (6) months from the date of the Estimate.

11.7 CITY acknowledges that the Estimate contained in Exhibit D-2 does not include an

estimate of the flagging or other protective service costs provided by SCRRA in connection with

the PROJECT. The cost of all flagging and other protective and support services incurred by

SCRRA are to be paid by the Contractor(s). The CITY agrees that, prior to SCRRA granting

access to the right-of-way, it will require the Contractor(s) to deposit with SCRRA 50% of

SCRRA’s estimated cost of flagging and other protective or support services. Upon expenditure

of 75% of this initial deposit, SCRRA shall reassess its estimate for the outstanding flagging and

other protective support service costs, and the CITY will require the Contractor(s) to deposit

with SCRRA the full estimated, outstanding amount. Based on the final accounting, if it is

mutually determined that actual SCRRA costs for flagging and other protective support services

were less than the amount of deposited funds, SCRRA will return the unused balance of

deposited funds to the Contractor(s).

11.8 Notwithstanding the amount of any estimate provided by SCRRA, the CITY agrees to

reimburse SCRRA for one hundred percent (100%) of all actual costs incurred by SCRRA in

connection with the PROJECT including, but not limited to, actual costs of preliminary

engineering review incorporating temporary works designs and calculations, construction

phasing plans, work statements, methods and plans, supporting schedules, and right-of-way

access and/or track possession requests, provision of flagging and other protective support

services, construction inspection, procurement of materials, equipment rental, manpower and

deliveries to the job site and all of the normal and customary additives applicable to SCRRA

(which shall include direct and indirect overhead costs) associated therewith.


18

11.9 SCRRA may, at its discretion, retain a Consulting Engineer(s) on a Task Order basis,

for the purpose of providing support in review and management of all documentation

submissions, and site inspection and support services, throughout the PROJECT. The costs for

all such services in their entirety to be the responsibility of the CITY.

11.10 SCRRA will retain throughout the construction, testing, commissioning and handover

phases of the PROJECT, a Communication and Signal system specialist on a Task Order basis,

for the purpose of providing support in review and management of all communication and signal

system documentation submissions, site inspection, testing and support services, and supervision

of elements of the work for which procurement, delivery and/or installation will be implemented

by SCRRA specialist signal and communication contractors. The costs for all such services in

their entirety to be the responsibility of the CITY.

11.11 SCRRA will, at the CITY’s full cost, employ the services of specialist contractor(s) to

procure, deliver, install, test and commission the equipment and associated fiber and signal

cables as defined as SCRRA’s responsibility within Section 34 44 50 – Customer Information

System (SCRRA), of the Contract Specifications. CITY will, at its full cost, procure, deliver,

install, test and commission all other equipment and associated infrastructure defined as the

CITY’s responsibility in said specifications. CITY to coordinate between its Contractor and

SCRRA as to timing and access for SCRRA Contractor(s) to deliver, install, test and commission

specified equipment and appurtenances.

11.12 SCRRA will, at the CITY’s full cost, employ the services of specialist consultant(s) to

revise all mapping, charts, databases, simulator shape files, software, and graphics, to the latest

standards as required to support the Positive Train Control system, so as to include within such

records and data all physical aspects of the PROJECT works.

ARTICLE 12 -

PERMIT TO CONSTRUCT STRUCTURES

12.1 In consideration of the faithful performance of the CITY's covenants under this

AGREEMENT, SCRRA grants to CITY, its successors and assigns, a right-of-entry to construct the

PROJECT works upon, adjacent to, across and beneath the SCRRA Railroad right-of-way, all as


19

described further in Exhibits B-3, B-4, C-1 and C-2, subject to the terms and conditions set forth in

this AGREEMENT, and excepting and reserving SCRRA’s rights, and the rights of any others who

have obtained, or may obtain, permission or authority from SCRRA, to do the following:

a) Operate, maintain, renew , reconstruct, relocate any and all existing railroad track or tracks,

wires, pipelines and other facilities of like character upon, over or under the surface of the

right-of-way;

b) Construct, operate, maintain, renew and/or relocate upon said right-of-way, without

limitation, such facilities as SCRRA may from time to time deem appropriate, provided such

facilities do not materially interfere with the CITY’s use of the PROJECT Structures;

c) Otherwise use , enter upon, and operate upon the right-of-way as SCRRA may from time to

time deem appropriate, provided such use or operations does not materially interfere with the

CITY’s use of the PROJECT Structures.

12.2 The right-of-entry given by SCRRA to CITY in this provision does not convey any rights in

property and are without warranty of title of any kind, express or implied, and no covenant of

warranty of title will be implied from the use of any word or words contained in this AGREEMENT.

The right-of-entry is for construction and maintenance of the Structure and its appurtenances only

and shall not be used by CITY for any other purpose. CITY acknowledges and agrees that the CITY

shall obtain any necessary easements or licenses, on, over, or under the real property necessary to

permit the permanent location and use of the improvements comprising the PROJECT.

ARTICLE 13 -

CONTRACTOR'S RIGHT OF ENTRY PERMIT AND INSURANCE

13.1 Entry onto the SCRRA right-of-way by the CITY or its contractors shall at all times be

subject to the current (at time of entry) requirements for entering the SCRRA right-of-way and

the SCRRA procedures and requirements for securing railway flagging or other protective

services. All procedures and requirements may be located through SCRRA’s website at

www.metrolinktrains.com

13.2 The CITY shall incorporate the provisions set forth in the above procedures and

requirements, and within Exhibit E-1 and Exhibit E-2, into each contract for construction of the

PROJECT. The CITY shall further require that each of its Contractor(s) comply with the



20

requirements set forth in the above procedures, and within Exhibit E-1 and Exhibits E-2 to this

AGREEMENT.

13.3 If the CITY retains a Contractor(s) to perform any work involving the PROJECT

(including initial construction and any subsequent relocation or maintenance and repair work),

the CITY shall require the Contractor(s) to:

a) Execute SCRRA "Form 6 – Right of Entry Agreement" or similar form of agreement

as adopted by SCRRA at the time that any future work is performed without

modification. A copy of Form 6 as currently adopted by SCRRA can be accessed

through SCRRA’s website at www.metrolinktrains.com

b) Furnish and provide the bonds, insurance policies, certificates, binders, endorsements

or combinations thereof in accordance with the insurance requirements accompanying

SCRRA "Form 6 – Right of Entry Agreement".

13.4 The CITY shall not allow any contractor or contractors to commence any PROJECT

works on any portion of the SCRRA right-of-way, or anywhere in proximity to the right-of-way

where work operations have the potential to affect the right-of-way, until the contractor or

contractors have provided the required insurance and the right-of-entry is approved and signed

by SCRRA.

13.5 All insurance correspondence, binders, policies, certificates and/or endorsements shall

be sent to:

Christos Sourmelis

ROW Engineering Coordinator

279 E. Arrow Highway, Suite A

San Dimas, California 91773

Email: [email protected]

Phone: (909) 394-3418

SCRRA File No. S0000362

13.6 The City attests that it covers its exposure to liability losses for its own premises and

operations with a risk-financing structure as follows:


mailto:[email protected]�


21

a) Retained or self-funded layer: For the layer from $0 to $1,000,000 per occurrence,

the CITY maintains a formal, actuarially-based, funded retention to $1,000,000 per

occurrence. Any retention level greater than $1,000,000 per occurrence shall require

the prior written approval of SCRRA, which shall not be unreasonably withheld.

b) First excess layer: Excess of $1,000,000 per occurrence, the CITY secures coverage

through the Authority for California Cities Excess Liability (ACCEL), a joint powers

insurance authority duly formed and operated according to California law. ACCEL’s

retained risk layer is set each year by ACCEL’s Board of Directors.

c) Additional excess layers: Excess of the ACCEL layer, the CITY purchases excess

liability coverage through commercial insurance companies, with limits far greater

than what is required by SCRRA. In the unlikely event that CITY cannot secure

liability coverage limits at least as high as that required by SCRRA’s "Form 6 – Right

of Entry Agreement" (or similar form of agreement as adopted by SCRRA at the time

that any future work is performed without modification), CITY shall promptly notify

SCRRA, in writing, of such and the CITY and SCRRA shall mutually agree to an

alternative risk-financing program to satisfy SCRRA’s insurance requirements.

13.7 SCRRA agrees that as long as CITY maintains coverage for its exposure to liability losses

for its own premises and operations with a risk-financing structure equal to or better than that set

forth in Section 13.6, SCRRA shall accept such risk-financing program, in regard to the CITY’s

own work under this Agreement, as complying with SCRRA’s liability insurance requirements

under this Agreement.

13.8 CITY attests that in its bid documents for, and in the proposed agreement with, its prime

contractor for construction of the ARTIC Project, CITY has required, and is requiring, such

prime contractor to carry a liability insurance limit of no less than $75,000,000, per occurrence

and aggregate.

13.9 Nothing in Sections 13.6, 13.7, 13.8, or 13.9 shall relieve CITY of its obligations under

Article 13 regarding contractors working for, or on behalf of, CITY.

13.10 Under no circumstances will personnel, equipment, or material of a contractor or the


22

CITY be allowed on the SCRRA right-of-way without providing the insurance required by this

article and arranging for flagging or other protective services.

ARTICLE 14 –

MAINTENANCE OF COMPLETED PROJECT

14.1 SCRRA will accept and maintain, at its sole cost and expense, the following portions of

the PROJECT:

a) The railroad roadbed, ballast, track and appurtenances;

b) The railroad signal facilities and appurtenances;

c) The railroad communications facilities and appurtenances trackside, and the

communication facilities and appurtenances on and throughout the extended portions

of the platforms, associated with Ticket Vending Machines, Passenger Information

Displays (LED signs and LCD monitors), Passenger Information Telephones, and

Emergency Management Panels. SCRRA shall not maintain any platform

communication facilities and appurtenances, for the purpose of displaying and

announcing information, operated by other service providers ;

d) The Ticket Vending Machine located within the main ARTIC development

e) The railroad track drainage system, for the purpose of draining the formation, roadbed,

ballast and track;

f) The Douglass Road bridge superstructure, bridge seats, bearings, bearing areas and

appurtenances;

g) Other facilities which SCRRA accepts and maintains whether constructed by CITY or

SCRRA.

14.2 CITY will own and maintain, at its sole cost and expense, the following portions of the

PROJECT:

a) The concourse over bridge infrastructure, services, equipment, and appurtenances;

b) The pedestrian and baggage tunnel(s) infrastructure, services, equipment and

appurtenances;

c) The platform infrastructure, equipment, furniture, drainage, services, utilities and


23

appurtenances;

d) The communications facilities and appurtenances throughout the development, tunnels,

over bridge and platforms, except for those specifically noted as the responsibility of

SCRRA in Article 14.1 c);

e) The Douglass Road bridge abutments, piers, back walls, wing walls, retaining walls,

foundations, landscaping, earthworks, and roadway including the approaches and

curbs, gutters, sidewalks, drainage structures, lighting, and appurtenances thereto;

f) Any and all other elements of the PROJECT, unless specifically defined as the

responsibility of SCRRA in Article 14.1 a) through f) above.

14.3 If the CITY elects to paint the Douglass Road bridge superstructure, attach traffic signals,

warning devices, other potential traffic devices, or attach cladding panels for aesthetic purposes,

as part of the PROJECT, CITY shall keep the bridge girders and superstructure painted and

maintained as part of its maintenance obligations, and shall ensure that such signals, devices, or

panels, do not detrimentally affect the safe load carrying capacity of the bridge structural

members.

14.4 CITY must apply and maintain, to Douglass Road Bridge, vertical clearance signs which

consistently and accurately describe the minimum actual vertical clearance from the bottom of

the Structure to the top of any pavement.

14.5 CITY shall keep the underside of Douglass Road bridge structure, those portions of the

structure visible from the roadway, and surrounding areas clean and free from birds, pigeons,

scavengers, vermin, creatures, and other animals. CITY shall keep the underside and all portions

of the bridge free from graffiti.

14.6 CITY shall trim, mow, prune, remove, or otherwise control all vegetation within CITY

right-of-way which may encroach within the SCRRA right-of-way.

14.7 CITY shall ensure that its Contractor(s) responsible for maintenance of infrastructure,

equipment or services, wherein the act of maintenance of such infrastructure, equipment or

services requires access upon, over, under, or within twenty-five (25) feet of the closest track

centerline, or that otherwise may reasonably be expected to affect the safety of SCRRA


24

infrastructure, operations, staff, or the public, complies fully with all SCRRA rules and

regulations with regards to access to, and work upon, the right-of-way. Appropriate method

statements, work plans, access requests, and indemnification insurance in accordance with

SCRRA procedures and processes, are to be provided and agreed with SCRRA prior to any work

commencing. Provision of right-of-way safety protection is to be arranged through SCRRA.

CITY shall ensure that all temporary and permanent maintenance equipment is secured such that

it cannot cause obstruction to SCRRA operations, staff or public.

14.8 CITY shall provide to SCRRA, for any infrastructure installed by CITY but to be

maintained by SCRRA, evidence of compliance to SCRRA standards and specifications for all

materials used, testing and inspection certification, Operation and Maintenance manuals as

appropriate, details of suppliers, and spare parts as agreed with SCRRA.

ARTICLE 15 -

EFFECTIVE DATE; TERM AND TERMINATION.

15. 1 This AGREEMENT shall become effective as of the date signed by SCRRA, and shall

continue in full force and effect for as long as PROJECT Structure(s) remain within the vicinity

of, and/or with the potential to affect, the SCRRA Railroad right-of-way.

15.2 In the event the CITY does not commence construction on the portion of the PROJECT

located within the vicinity of, and/or with the potential to affect, the SCRRA Railroad right-of-

way within twelve (12) months of the effective date of the AGREEMENT SCRRA may, if it so

elects, terminate this AGREEMENT effective upon delivery of thirty (30)written notice to the

CITY.

15.3 SCRRA may suspend its performance, under this AGREEMENT if it becomes

impracticable to proceed because of the lack of funding or restrictions on the distribution of

funds.

15.4 If the AGREEMENT is terminated or suspended as provided above, or for any other

reason, the CITY shall pay to SCRRA all actual costs incurred by SCRRA or its contractor(s) in

connection with the PROJECT up to the date of termination or suspension, including, without


25

limitation, all actual costs incurred by SCRRA in connection with reviewing any preliminary or

final PROJECT PS&E, including allocated overhead.

ARTICLE 16 -

CONDITIONS PRECEDENT TO START OF WORK

16.1 Neither the CITY nor any Contractor(s) retained by the CITY may commence any work

within the vicinity of, and/or with the potential to affect, the SCRRA Railroad right-of-way or on

any other SCRRA property until:

a) SCRRA and CITY have executed this AGREEMENT.

b) SCRRA has provided to the CITY SCRRA’s written approval of the PS&E.

c) Each Contractor has executed SCRRA "Form No. 6 - Temporary Right-of-

Entry Agreement" and has obtained and provided to SCRRA the insurance

policies, certificates, binders, endorsements, or a combination thereof set forth in

the "Form 6 – Right of Entry Agreement.

d) All required sums for payment of SCRRA engineering support and protective

services have been deposited with SCRRA.

ARTICLE 17 -

INDEMNIFICATION

17.1 Neither SCRRA, nor the Operating Railroads, nor any of SCRRA’s board members, member

agencies, officers, agents, volunteers, contractors, or employees shall be responsible for any damage

or liability occurring by reason of any negligent or wrongful acts or omissions on the part of CITY

under or in connection with any aspect of the PROJECT, CITY WORK, authority or obligation

agreed to by the CITY under this AGREEMENT, regardless of the Article or Section in which such

authority or obligation appears. CITY shall indemnify, defend and hold harmless SCRRA, any

Operating Railroads, as identified by SCRRA, as well as their respective board members, member

agencies, officers, agents, volunteers, contractors, and employees (“SCRRA Indemnitees”) from any

and all liability, loss, expense (including reasonable attorneys’ fees and other defense costs),

demands, suits, liens, damages, costs, claims, including but not limited to, claims for bodily injury,

death, personal injury, or property damage, that are incurred by or asserted against the SCRRA

Indemnitees arising out of or connected with any negligent or wrongful acts or omissions on the part


26

of CITY, its council, officers, agents, contractors, or employees under or in connection with any

aspect of the PROJECT, work, authority or obligation agreed to by the CITY under this

AGREEMENT, regardless of the Article or Section in which such work, authority or obligation

appears. This indemnity shall survive completion of the PROJECT, CITY WORK, and

RAILROAD WORK and termination of this AGREEMENT.

17.2 Neither CITY, nor its Council, officers, agents, contractors, or employees shall be

responsible for any damage or liability occurring by reason of any negligent or wrongful acts or

omissions on the part of SCRRA under or in connection with any RAILROAD WORK, work,

authority or obligation agreed to by SCRRA under this AGREEMENT, regardless of the Article

or Section in which such work, authority, or obligation appears. SCRRA shall indemnify, defend

and hold harmless CITY, as well as their respective council, officers, agents, contractors, and

employees (“CITY Indemnitees”) from any and all liability, loss, expense (including reasonable

attorneys’ fees and other defense costs), demands, suits, liens, damages, costs, claims, including

but not limited to, claims for bodily injury, death, personal injury, or property damage, that are

incurred by or asserted against the CITY Indemnitees arising out of or connected with any

negligent or wrongful acts or omissions on the part of SCRRA, its board members, officers,

agents, volunteers, contractors or employees under or in connection with any aspect of the

RAILROAD WORK, work, authority or obligation agreed to by SCRRA under this

AGREEMENT, regardless of the Article or Section in which such authority or obligation appears.

This indemnity shall survive completion of the PROJECT, CITY WORK, RAILROAD WORK,

and termination of this AGREEMENT.

17.3 In contemplation of the provisions of Government Code §895.2 imposing certain tort

liability jointly upon public entities solely by reason of such entities being parties to an agreement,

as defined in Government Code §895, each of the PARTIES hereto, pursuant to the authorization

contained in Government Code §895.4 and §895.6, will assume the full liability imposed upon it or

any of its officers, agents or employees by law for injury caused by any negligent or wrongful act

or omission occurring in the performance of this AGREEMENT to the same extent that such

liability would be imposed in the absence of §895.2 of such code. To achieve this purpose, each

other agrees to indemnify and hold harmless each other for any cost or expense that may be

imposed upon each other solely by virtue of said §895.2. The provisions of Civil Code §2778 are


27

made a part hereof as if incorporated herein.

ARTICLE 18 -

GENERAL PROVISIONS

18.1 This AGREEMENT shall continue in force and effect unless otherwise provided herein, until

mutual termination by the PARTIES or the elimination or removal of the PROJECT elements

within the vicinity of, and/or with the potential to affect, the SCRRA Railroad right-of-way,

whichever occurs first. The covenants and provisions of this AGREEMENT shall be binding upon

and inure to the benefit of the successors and assigns of CITY and SCRRA.

18.2 This AGREEMENT may be modified or amended only in writing. All modifications,

amendments, changes and revisions of this AGREEMENT, in whole or part and from time to time,

shall be binding upon the PARTIES, so long as the same shall be in writing and executed by CITY

and SCRRA.

18.3 This AGREEMENT and the exhibits attached hereto contain the entire understanding

between the PARTIES and supersede any prior written or oral understanding and agreement

between them regarding the subject matter of this AGREEMENT. There are no representations,

agreements, arrangements or understandings, oral or written, between the PARTIES relating to

the subject matter of this AGREEMENT, which are not fully expressed herein.

18.4 The PARTIES to this AGREEMENT shall maintain all records associated with the

PROJECT for the period of three (3) years from the date of the final invoice in accordance with 23

CFR 645. If funding is provided by State and FHWA, under Section 130, the books pertaining to the

work shall be open to inspection and audit by representatives of the State and FHWA for three (3)

years after FHWA payment of final invoice. Furthermore, each PARTY shall make all records

available for audit by SCRRA, or CITY, or Federal auditors, or all or any combination. All audits

are to be performed in accordance with audit principles and standards as set forth in 48 CFR, Chapter

1, Part 31.

18.5 In addition to the specific provisions of this AGREEMENT, delay in performance by any

PARTY hereunder shall not be a default where delays or defaults are due to war; insurrection;

strikes; lock-outs; riots; floods; earthquakes; weather; fires; casualties; accidents; emergencies; acts

of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of


28

transportation; unusually severe weather; Federally-mandated inspections and maintenance; and/or

any other causes beyond the control or without the fault of the PARTY claiming an extension of time

for any such cause. An extension of time for any such cause shall only be for the period of the

enforced delay, which period shall commence to run from the time of commencement of the cause.

If, however, notice by the PARTY claiming such extension is sent to the other PARTY more than

thirty (30) calendar days after the commencement of the cause, the period shall commence to run

only thirty (30) calendar days prior to the giving of such notice.

18.6 The execution and delivery of this AGREEMENT by each PARTY and the consummation of

the transactions contemplated hereby are within the power of each PARTY and have been duly

authorized by all necessary actions of each respective PARTY.

18.7 In the event any part of this AGREEMENT is declared by a court of competent

jurisdiction to be invalid, void or unenforceable, such part shall be deemed severed from the

remainder of the AGREEMENT and the balance of the AGREEMENT shall remain in effect.

18.8 This AGREEMENT shall be construed and interpreted under the laws of the State of

California.

18.9 The article and section headings in this AGREEMENT are for convenience only and

shall not be used in its interpretation or considered part of this AGREEMENT.

18.10 Any notice sent by first class mail, postage paid, to the address and addressee, shall be

deemed to have been given when in the ordinary course it would be delivered. The representatives of

the PARTIES who are primarily responsible for the administration of this AGREEMENT, and to

whom notices, demands and communications shall be given, are as follows:

CITY: SCRRA: Natalie Meeks Patricia A. Watkins City of Anaheim City Hall Assistant Director, Public Projects City of Anaheim SCRRA/Metrolink P.O Box 3222 279 East Arrow Highway, Suite A Anaheim, CA 92805 San Dimas, CA 91773 E-mail: [email protected] E-Mail: [email protected] Telephone: (714)765- 5176 Telephone: (909) 592-7937


29

Facsimile: (714 ) 765-5161 Facsimile: (909) 394-3207 IN WITNESS WHEREOF, the PARTIES have caused this AGREEMENT to be duly

executed in by their duly qualified and authorized officials.

SOUTHERN CALIFORNIA CITY OF ANAHEIM

REGIONAL RAIL AUTHORITY

By:________________________________

Dennis Marzec

Interim Chief Executive Officer

Date: ______________________________

APPROVED AS TO FORM:

By:_______________________________

Don O. Del Rio

General Counsel

Date: _____________________________

By:________________________________

Tom Tait

Mayor of the City of Anaheim

Date: ______________________________

APPROVED AS TO FORM:

By:_______________________________

Name: Cristina L. Talley

Title: City Attorney of the City of Anaheim

Date: _____________________________

ATTEST:

By:_______________________________

Name: Linda N. Andal

Title: City Clerk of the City of Anaheim

EXHIBIT A

To Construction and Maintenance Agreement for

ARTIC

Cover Sheet for the

Standard Terms and Conditions

1

EXHIBIT A

To Construction and Maintenance Agreement

TERMS AND CONDITIONS

SECTION 1 - CONDITIONS AND COVENANTS

a) SCRRA makes no covenant or warranty of title for quiet possession or against encumbrances. The CITY shall not use

or permit use of the Project Area for any purposes other than those described in this Agreement. Without limiting the foregoing,

the CITY shall not use or permit use of the Project Area for other railroad purposes, or for gas, oil or gasoline pipe lines. Any

lines constructed on SCRRA's right-of-way by or under authority of the CITY for the purpose of conveying electric power or

communications incidental to the CITY's use of the right-of-way for highway purposes shall be constructed in accordance with

specifications and requirements of SCRRA, and in such manner as not adversely to affect communication or signal lines of

SCRRA or its licensees now or hereafter located upon said right-of-way. No non-party shall be admitted by the CITY to use or

occupy any part of SCRRA's right-of-way without SCRRA's written consent. Nothing herein shall obligate SCRRA to give such

consent.

b) The right hereby granted is subject to any existing encumbrances and rights (whether public or private), recorded or

not, and also to any renewals thereof. The CITY shall not damage, destroy or interfere with the right-of-way or rights of

nonparties in, upon or relating to the SCRRA right-of-way, unless the CITY at its own expense settles with and obtains releases

from such nonparties.

c) SCRRA and its member agencies reserve the right to use and to grant to others the right to use the Project Area for

any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct,

reconstruct, maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the right-of-way; also the

right to cross the Project Area with all kinds of equipment. SCRRA further reserves the right to attach signal, communication or

power lines to any highway facilities located upon the right-of-way, provided that such attachments shall comply with CITY's

specifications and will not interfere with the use of the Project Area.

d) So far as it lawfully may do so, the CITY will assume, bear and pay all taxes and assessments of whatsoever nature or

kind (whether general, local or special) levied or assessed upon or against the Project Area, excepting taxes levied upon and

against the right-of-way as a component part of SCRRA's operating right-of-way.

e) If any property or rights other than the right granted by this Agreement and the attached easements or licenses are

necessary for the construction, maintenance and use of the Project and its appurtenances, or for the performance of any work in

connection with the Project, the CITY will acquire all such other property and rights at its own expense and without expense to

SCRRA.

SECTION 2 - CONSTRUCTION OF PROJECT

2

a) All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must

be promptly commenced by the party obligated by this Agreement to perform the work. All work must be diligently prosecuted to

conclusion in its logical order and sequence. All changes or modifications proposed during construction which affect SCRRA or

the interests of SCRRA will be subject to SCRRA's approval prior to the commencement of work on all such changes or

modifications.

b) Except as may be otherwise specifically provided herein, the CITY, at its expense, shall furnish all necessary labor,

material tools, equipment, and superintendence, and shall construct and complete the Project and all appurtenances thereof.

The appurtenances shall include, without limitation, all necessary and proper drainage facilities, guard rails or barriers, and right

of way fences between the Project and the SCRRA tracks. Upon completion of the Project, the CITY shall remove from

SCRRA's right-of-way all temporary structures and false work, and will leave the Project Area and adjacent right-of-way in a

condition satisfactory to SCRRA.

c) The CITY, at its expense, will apply for and obtain all public authority required by law, ordinance, rule or regulation for

the Project, and will furnish SCRRA upon request with satisfactory evidence that such authority has been obtained. The CITY

shall act as the lead agency on all planning, zoning, environmental approval and permitting activities required by State or Federal law

and shall obtain and pay for all other permits and licenses required by law or regulation for the Project.

d) All construction work of the CITY upon SCRRA's right-of-way (including, but not limited to, construction of the Project and all

appurtenances and all related and incidental work) shall be performed and completed in a manner satisfactory to the Director of

Engineering and Construction of SCRRA or his authorized representative and in accordance with the Plans, Specifications and

Estimates, SCRRA’s Minimum Requirements set forth in Exhibit B-6, E-1, and E-2, and in all other procedures, guidelines or

standards furnished by SCRRA.

e) CITY shall require its Contractor(s) to reasonably adhere to the construction schedule adopted for all Project work.

Reasonable time must be allowed in the schedule for SCRRA to perform the scope of work for which it is responsible. However,

regardless of the requirements of the construction schedule, SCRRA reserves the right to reallocate the labor forces assigned to

complete the SCRRA scope of work in the event of an emergency to provide for the immediate restoration of railroad operations or to

protect persons or property on or near any SCRRA owned property. SCRRA will not be liable for any additional costs or expenses

resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by SCRRA

pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a

breach of this Agreement by SCRRA.

f) All construction work of the CITY shall be performed diligently and completed within a reasonable time, and in any event

within three (3) years from the effective date of this Agreement, or within such further period of time as may be specified in

writing by SCRRA's Director of Engineering and Construction. No part of the Project shall be suspended, discontinued or unduly

delayed without SCRRA's written consent, and subject to such reasonable conditions as SCRRA may specify. It is understood

that SCRRA's tracks at and in the vicinity of the work will be in constant or frequent use during progress of the work and that

movement or stoppage of trains, engines or cars may cause delays in the work of the CITY. The CITY hereby assumes the risk

of any such delays and agrees that no claims for damage on account of any delay shall be made against SCRRA.

g) SCRRA will have the right to stop construction work on the Project if any of the following events take place:

3

i) CITY (or any of its Contractor(s)) performs the Project work in a manner contrary to the plans and specifications

approved by SCRRA;

ii) CITY (or any of its Contractor(s)), in SCRRA’s opinion, prosecutes the Project work in a manner which is hazardous

to SCRRA property, facilities or the safe and expeditious movement of railroad traffic;

iii) the insurance required by the Agreement is canceled during the course of the Project or does not meet the

minimum requirements specified herein; or

iv) CITY fails to pay any non-disputed costs incurred by SCRRA as provided in the Agreement.

v) The CITY’s Contractor(s) fails to provide sufficient deposit to SCRRA to cover the provision of flagging or other

protective service costs as provided by SCRRA

h) The work stoppage may continue until all necessary actions are taken by CITY or its Contractor(s) to rectify the

conditions to the satisfaction of SCRRA’s Director of Engineering and Construction or until additional insurance has been

delivered to and accepted by SCRRA, or the obligations are brought current.

SECTION 3 - INJURY AND DAMAGE TO PROPERTY

If the CITY, in the performance of any work contemplated by this Agreement or by the failure to do or perform anything

for which the CITY is responsible under the provisions of this Agreement, shall injure, damage or destroy any property of

SCRRA or of any other person lawfully occupying or using the right-of-way of SCRRA, such property shall be replaced or

repaired by the CITY at the CITY's own expense, or by SCRRA at the expense of the [CITY, and to the satisfaction of SCRRA's

Director of Engineering and Construction.

SECTION 4 - PAYMENT FOR WORK BY SCRRA

a) Notwithstanding the amount of any estimate provided by SCRRA, the CITY agrees to reimburse SCRRA for one

hundred percent (100%) of all actual costs incurred by SCRRA in connection with the PROJECT. SCRRA will submit to the

CITY quarterly reports for all work performed by SCRRA and all flagging and other protective services and devices during

progress of the Project. SCRRA will submit a detailed statement of final costs within one hundred and twenty (120) days after

completion of the Project, provided the CITY advises SCRRA of the commencement of the 120-day period by giving SCRRA

written notification of completion of the Project.

b) SCRRA may contract for the performance of any of its work by other than SCRRA forces. SCRRA shall notify the CITY

of the contract price within ninety (90) days after it is awarded. Unless SCRRA's work is to be performed on a fixed price basis,

the CITY shall reimburse SCRRA for the amount of the contract.

SECTION 5 - (NOT USED)

SECTION 6 - SAFETY MEASURES; PROTECTION OF SCRRA OPERATIONS

It is understood and recognized that safety and continuity of SCRRA's operations and communications are of the

utmost importance; and in order that the same may be adequately safeguarded, protected and assured, and in order that

4

accidents and/or incidents may be prevented and avoided, it is agreed with respect to all of said work of the CITY that the work

will be performed in a safe manner and in conformity with the following standards:

a) CITY and Contractor. All references in this Agreement to the CITY shall also include the Contractor(s), its

subcontractors of any tier, and their respective officers, agents and employees, and others acting under its or their authority;

and all references in this Agreement to work of the [CITY shall include work both within and outside of SCRRA’s right-of-way.

b) Compliance With Laws. The CITY shall comply with all applicable federal, state and local laws, regulations and

enactments affecting the work. The CITY shall use only such methods as are consistent with safety, both as concerns the

CITY, the CITY’s agents and employees, the officers, agents, employees and property of SCRRA and the public in general. The

CITY (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and

health acts, labor laws, laws governing trade, travel and use of material, and similar laws or regulations. All Federal Railroad

Administration regulations shall be followed when work is performed on SCRRA's premises. If any failure by the CITY to

comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed,

imposed or charged against SCRRA, the CITY shall reimburse and indemnify SCRRA for any such fine, penalty, cost, or

charge, including without limitation attorney's fees, court costs and expenses. The CITY further agrees in the event of any such

action, upon notice thereof being provided by SCRRA, to defend such action free of cost, charge, or expense to SCRRA.

c) No Interference or Delays. The CITY shall not do, suffer or permit anything which will or may obstruct, endanger,

interfere with, hinder or delay maintenance or operation of SCRRA's tracks or facilities, or any communication or signal lines,

installations or any appurtenances thereof, or the operations of others lawfully occupying or using SCRRA's right-of-way or

facilities.

d) Supervision. The CITY, at its own expense, shall adequately superintendent and inspect all work to be performed by

the CITY, and shall not inflict injury to persons or damage to property for the safety of whom or of which SCRRA may be

responsible, or to property of SCRRA. The responsibility of the CITY for safe conduct and adequate policing and supervision of

the Project shall not be lessened or otherwise affected by SCRRA's approval of plans and specifications, or by SCRRA's

collaboration in performance of any work, or by the presence at the work site of SCRRA's representatives, or by compliance by

the CITY with any requests or recommendations made by such representatives. If a representative of SCRRA is assigned to

the Project, the CITY will give due consideration to suggestions and recommendations made by such representative for the

safety and protection of SCRRA's property right-of-way and operations.

e) Suspension of Work. If at any time the CITY's Engineers or the Director of Engineering and Construction of SCRRA

or their respective representatives shall be of the opinion that any work of the CITY is being or is about to be done or

prosecuted without due regard and precaution for safety and security, the CITY shall immediately suspend the work until

suitable, adequate and proper protective measures are adopted and provided.

f) Removal of Debris. The CITY shall not cause, suffer or permit material or debris to be deposited or cast upon, or to

slide or fall upon any right-of-way or facilities of SCRRA; and any such material and debris shall be promptly removed from

SCRRA's right-of-way by the CITY at the CITY's own expense or by SCRRA at the expense of the CITY. The CITY shall not

cause, suffer or permit any water to be drained or pumped onto SCRRA's right-of-way during any dewatering from the Project

Area without the prior permission of SCRRA Director of Engineering and Construction.

5

g) Explosives. The CITY shall not discharge any explosives on or in the vicinity of SCRRA's right-of-way without the prior

consent of the SCRRA Director of Engineering and Construction, which will not be given if, in the sole discretion of SCRRA's

Director of Engineering and Construction, such discharge would be dangerous or would interfere with SCRRA's right-of-way,

property or facilities. For the purposes hereof, the "vicinity of SCRRA's right-of-way" shall be deemed to be any place on

SCRRA's right-of-way or in such close proximity to SCRRA's right-of-way that the discharge of explosives could cause injury to

SCRRA's employees or other persons, or cause damage to or interference with the facilities or operations on SCRRA's right-of-

way. SCRRA reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage,

security and use of explosives as SCRRA, in SCRRA's sole discretion, may deem to be necessary, desirable or appropriate.

h) Excavation. The CITY shall not excavate from existing slopes nor construct new slopes which are excessive

and may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the

tracks of SCRRA. The CITY shall not do or cause to be done any work which will or may disturb the stability of any area or

adversely affect SCRRA's tracks or facilities. The CITY, at its own expense, shall install and maintain adequate shoring and

cribbing for all excavation and/or trenching performed by the CITY in connection with construction, maintenance or other work.

Systems for the support of any excavation must conform to the requirements of SCRRA Excavation Support Guidelines. The

shoring and cribbing shall be constructed and maintained with materials and in a manner approved by SCRRA's Director of

Engineering and Construction to withstand all stresses likely to be encountered, including any stresses resulting from railroad

surcharges or vibrations caused by SCRRA's operations in the vicinity.

i) Falsework. No falsework may be erected over the track or on SCRRA right-of-way except as approved by SCRRA. All

falsework must conform to the requirements of the Caltrans Falsework Manual for traffic openings and any additional provisions

provided by SCRRA:

j) Drainage. The CITY, at the CITY's own expense, shall provide and maintain suitable facilities for draining the

Structure and its appurtenances, and shall not suffer or permit drainage water therefrom to flow or collect upon right-of-way of

SCRRA. The CITY, at the CITY’s own expense, shall provide adequate passageway for the waters of any streams, bodies of

water and drainage facilities (either natural or artificial, and including water from SCRRA's culvert and drainage facilities), so

that said waters may not, because of any facilities or work of the CITY, be impeded, obstructed, diverted or caused to back up,

overflow or damage the right-of-way or property of SCRRA or any part thereof, or the property of others. The CITY] shall not

obstruct or interfere with existing ditches or drainage facilities.

k) Fiber Optic Cables. Fiber optic and other cable systems may be buried on SCRRA's right-of-way. Protection of the

fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business

interruption and loss of revenue and profits. The CITY and its consultants and contractors shall telephone the Underground

Service Alert of Southern California toll-free at (800) 227-2600 a minimum of 2 workings days before performing any excavation.

b) SCRRA Signal and Communication Facilities. SCRRA is not a member of Underground Service Alert of Southern

California. The [CITY, COUNTY, STATE, AGENCY], and its consultants and contractors, shall call SCRRA Signal Department

at (909) 859-4100 to request marking of signal and communication cables or conduits or both a minimum of 72-hours prior to

performing any excavation on SCRRA right-of-way. No work may proceed until you have been provided with an SCRRA dig

6

number in addition to that provided by Underground Service Alert. In case of signal emergencies or grade crossing problems,

the contractor shall call SCRRA's 24-hour signal emergency number at (888) 446-9721.

SECTION 7 - INTERIM WARNING DEVICES

a) If at any time it is determined by the CPUC or FRA, by the CITY, or by agreement between the parties, that new or

improved train activated warning devices should be installed at the Crossing Area, the CITY shall install adequate temporary

warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until the construction

or reconstruction of the Structure has been completed.

SECTION 8 - OTHER RAILROADS AND AGENCIES

All protective and indemnifying provisions of this Agreement shall inure to the benefit of SCRRA and any other Operating

Railroad company lawfully using SCRRA's right-of-way or facilities. On any certificate of insurance furnished pursuant to this

Agreement, SCRRA must be named as the Certificate holder or the insured. The following must be named as an additional

insured:

Los Angeles County Metropolitan Transportation Authority. (LACMTA)

Orange County Transportation Authority (OCTA)

Riverside County Transportation Commission (RCTC)

San Bernardino Associated Government (SANBAG)

Ventura County Transportation Commission (VCTC)

Union Pacific Railroad Company (UPRR)

Burlington Northern Santa Fe Corp. (BNSF)

National Railroad Passenger Corporation (Amtrak)

SECTION 9 - REMEDIES FOR BREACH OR NONUSE

a) If the CITY shall fail, refuse or neglect to perform and abide by the terms of this Agreement, SCRRA, in addition to any

other rights and remedies, may perform any work which in the judgment of SCRRA is necessary to place the Structure and

appurtenances in such condition as will not menace, endanger or interfere with SCRRA's facilities or operations or jeopardize

SCRRA's employees; and the CITY will reimburse SCRRA for the expenses thereof.

b) The CITY will surrender peaceable possession of the Crossing Area and Structure upon termination of this Agreement.

Termination of this Agreement shall not affect any rights, obligations or liabilities of the parties, accrued or otherwise, which may

have arisen prior to termination.

END EXHIBIT A

EXHIBIT B-1


for

ARTIC

Description of Project

EXHIBIT B-1

DETAILED PROJECT DESCRIPTION

ARTIC

SCRRA MILE POST 170.65 – 171.0 – ORANGE SUBDIVISION

The new Anaheim Regional Transportation Intermodal Center (ARTIC) will be a unified facility where

people will move seamlessly from one mode of transit to another, allowing them to reach Southern

California activity centers and business districts. Transit oriented development in the immediate area

will integrate with ARTIC to form a vibrant community.

ARTIC will serve as a hub for Orange County and the region, a landmark where freeways, major

arterials, bus routes and Orange County’s backbone rail system converge. The network of transit choices

will continue to grow in the coming years as the number of Metrolink and Amtrak trains serving

Anaheim and local and express bus routes increase. On opening day, ARTIC services will include:

Metrolink, Amtrak, OCTA bus, Anaheim Resort Transit, shuttles, taxis, and tour and charter buses.

ARTIC will also accommodate future plans for the Anaheim Rapid Connection (ARC) and high-speed

trains.

The ARTIC site is bounded by East Katella Avenue to the north, Douglass Road to the west, State Route

57 to the south and the Santa Ana River to the east, and will straddle OCTA’s Los Angeles to San Diego

to San Luis Obispo (“LOSSAN”) corridor. Along the rail corridor, SCRRA operates Metrolink

commuter rail services, Amtrak operates Surfliner Intercity service, and UPRR BNSF operate freight

services. Major facilities include two mainline tracks, the Douglass Road bridge superstructure, and the

existing Anaheim/Metrolink Station.

The construction of ARTIC will affect Metrolink’s rail services and rail infrastructure. Permanent rail

track and platform modifications are proposed to be reconstructed as part of the Project in the area

known as the Orange Subdivision between Katella Avenue and the railroad west abutment of the Santa

Ana River Bridge.

The scope of the Project as it affects SCRRA’s existing right-of-way, infrastructure, services and

operations, and for which this Construction and Maintenance Agreement defines the roles and

responsibilities of the parties pertaining to the Agreement as to so effect the scope, will cover:

a. Converting the existing Anaheim Metrolink Station and station facilities, including associated

passenger access, platforms, platform amenities, underpasses and overpasses;

b. Modifying and replacing the Douglass Road rail bridge structure;

c. Douglass Road improvements in the immediate vicinity of the railroad right-of-way;

d. Communications and signals (C & S) modifications required to support the infrastructure

modifications;

e. Any and all necessary changes to railroad telephone, telegraph, signal, fiber optic, oil, gas and

electrical lines and appurtenances;

f. All temporary and permanent track work, fencing, grading, alteration to or new construction of

drainage facilities; and

g. Any and/or all other work of every kind and character necessary to accomplish the successful

construction and maintenance of the ARTIC development as it affects, or may affect, the railroad

right-of-way, infrastructure and operations.

EXHIBIT B-2


for

ARTIC

Cover Sheet for the

Railroad Location Print

DN

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214+29.75SC

215+76.68CS

216+36.68ST

224+74.37POE

119+50.42TS

120+10.42SC

122+54.73ST

124+33.66POE

219+56.46TS

220+16.46SC

221+53.96CS

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EXHIBIT B-3


for

ARTIC

Cover Sheet for the

Index of Project Plans

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EXHIBIT B-4


for

ARTIC

Cover Sheet for the

Index of Project Specifications

Anaheim Regional Transportation Intermodal Center (ARTIC) Construction Document

Anaheim, CA Issued: May 29, 2012

TABLE OF CONTENTS 1

CONSTRUCTION DOCUMENT – BID SET

SPECIFICATIONS

TABLE OF CONTENTS

VOLUME 5 - DIVISION 00 TO 01

Section

Number Section Title

DIVISION 00 - PROCUREMENT AND CONTRACTING REQUIREMENTS

00 11 16 Invitation to Bid

00 21 13 Instructions to Bidders

00 40 00 Bid Form

00 43 13 Bid Bond

00 43 36 Designation of Subcontractors

00 45 13 Bidder’s Qualifications

00 45 19 Noncollusion Affidavit

00 45 36 Equal Employment Opportunity Certificate of Compliance

00 45 43 DBE Race-Neutral Participation Listing (Exhibit D-2)

00 45 53 Buy America Certification

00 45 56 Certification Regarding Lobbying

00 52 00 Agreement for Public Work

00 61 13 Faithful Performance Bond

00 61 16 Labor and Material Bond

00 72 00 General Conditions

00 73 16 Insurance Requirements

00 73 46 Wage Rate Determination

DIVISION 01 - GENERAL REQUIREMENTS

01 11 00 Summary of Work

01 14 00 Work Restrictions

01 23 00 Alternates

01 24 15 Value Engineering Change Proposals (VECP)

01 25 00 Substitution Procedures

01 26 00 Contract Modification Procedures

01 29 00 Payment Procedures

01 31 00 Project Management and Coordination

01 32 00 Construction Progress Schedules



TABLE OF CONTENTS 2

01 32 33 Photographic Documentation

01 33 00 Submittal Procedures

01 35 28 Railroad Procedures

01 35 43 Environmental Procedures

01 40 00 Quality Requirements

01 42 00 References

01 43 39 Mockups

01 45 23 Exterior Wall Testing Requirements

01 50 00 Temporary Facilities and Controls

01 60 00 Product Requirements

01 73 00 Execution

01 73 20.11 Project Procedures for Indoor Air Quality (IAQ)

01 73 20.12 Indoor Air Quality (IAQ) Management Plan

01 73 20.15 Indoor Air Quality (IAQ) Management During Construction

01 74 19 Construction Waste Management and Disposal

01 77 00 Closeout Procedures

01 78 23 Operation and Maintenance Data

01 78 39 Project Record Documents

01 79 00 Demonstration and Training

01 81 13.13 Sustainable Design Requirements

01 91 13 General Commissioning Requirements

APPENDICES COVER SHEETS

Appendix A Permits

Appendix B Trenching and Tunneling Near Trees

Appendix C Exempt Materials List

Appendix D SCRRA (Metrolink) Requirements and Procedures

Appendix E Geotechnical Reports

Appendix F Hazardous Materials Information

Appendix G Wind Tunnel Reports

Appendix H Standard Plans

Appendix I Utilities and Roadway References

Appendix J Anaheim Resort Area Streetscape Specifications



TABLE OF CONTENTS 3


SPECIFICATIONS

TABLE OF CONTENTS

VOLUME 6 – DIVISION 02 TO 07

DIVISION 02 – EXISTING CONDITIONS

02 41 16 Structure Demolition

DIVISION 03 – CONCRETE

03 10 00 Concrete Formwork

03 20 00 Concrete Reinforcing

03 30 00 Cast-in-Place Concrete

03 30 53 Miscellaneous Cast-in-Place Concrete

03 34 00 Low Density Concrete

03 35 00 Concrete Finishing and Curing

03 35 16 Polished Concrete Flooring System

03 35 19 Colored Concrete Finishing

03 35 43 Stained Concrete Finish

03 48 00 Precast Concrete Specialties

03 54 00 Cast Underlayment

DIVISION 04 – MASONRY

04 20 00 Unit Masonry

DIVISION 05 – METALS

05 05 12 Hot Dip Galvanizing

05 05 13 Shop-Applied Primer

05 05 14 Shop-Applied Aluminum Coatings

05 05 23 Metal Fastenings

05 12 00 Structural Steel Framing

05 12 10 Structural Steel - Additional Seismic Requirements

05 12 13 Architecturally Exposed Structural Steel

05 12 50 Buckling Restrained Braces

05 31 00 Steel Decking

05 40 00 Cold-Formed Metal Framing



TABLE OF CONTENTS 4

05 50 00 Metal Fabrications

05 50 10 Specialty Landscape Fabrications

05 51 00 Metal Stairs

05 51 33 Metal Ladders

05 51 33.16 Inclined Metal Ladders

05 52 13 Pipe and Tube Railings

05 53 00 Metal Gratings

05 55 16 Metal Stair Nosings

05 58 13 Column Covers

05 70 00 Decorative Metal Fabrications

05 73 00 Decorative Metal Railings

05 73 13 Glazed Decorative Metal Railings

05 73 16 Wire Rope Decorative Metal Railings

05 73 17 Cable Railing

DIVISION 06 – WOOD, PLASTICS, AND COMPOSITES

06 10 53 Miscellaneous Rough Carpentry

06 16 43 Gypsum Sheathing

06 41 00 Architectural Wood Casework

DIVISION 07 – THERMAL AND MOISTURE PROTECTION

07 13 26 Modified Bituminous SASM Waterproofing

07 14 13 Hot Fluid-Applied Waterproofing

07 14 16 Cold Fluid-Applied Waterproofing

07 19 33 Penetrating Water Repellent

07 21 00 Thermal Insulation

07 26 13 Below-Grade Vapor Retarder

07 27 13 Modified Bituminuous Sheet Air Barriers

07 41 13 Metal Roof Panels

07 42 13 Metal Wall Panels

07 42 14 Aluminum Flat Plate Wall Panels

07 54 19 Polyvinyl Chloride (PVC) Roofing

07 62 00 Sheet Metal Flashing and Trim

07 65 26 Self-Adhering Sheet Flashing

07 72 33 Roof Hatches



TABLE OF CONTENTS 5

07 72 60 Fall Restraint System

07 81 16 Cementitious Fireproofing

07 84 00 Firestopping

07 92 00 Joint Sealers

07 95 13 Expansion Joint Assemblies



TABLE OF CONTENTS 6

CONSTRUCTION DOCUMENT – PLAN CHECK SET

SPECIFICATIONS

TABLE OF CONTENTS


DIVISION 08 – OPENINGS

08 12 13 Standard Hollow Metal Frames

08 12 16 Aluminum Frames

08 13 13 Standard Hollow Metal Doors

08 14 16 Flush Wood Doors

08 14 23 Vinyl Acrylic-Clad Doors

08 31 16 Access Panels and Frames

08 33 13 Coiling Counter Doors

08 33 23 Overhead Coiling Doors

08 41 13 Aluminum-Framed Entrances and Storefronts

08 42 26 Standard All-Glass Entrances

08 42 29 Automatic Entrances

08 44 13 Glazed Aluminum Curtain Walls

08 44 15 Curtain Walls and Glazed Assemblies

08 44 29 Specialty Glass Walls

08 71 00 Door Hardware

08 81 00 Glass Glazing

08 83 13 Mirrored Glass

08 91 00 Louvers

DIVISION 09 – FINISHES

09 05 16 Preparation of Concrete Slabs for Finish Flooring

09 21 16 Gypsum Board Shaft Wall Assemblies

09 22 16 Non-Structural Metal Framing

09 22 26 Suspension Systems

09 23 13 Acoustical Gypsum Plastering

09 27 13 Glass-Fiber-Reinforced Plaster Fabrications

09 27 33 Solid Mineral Profile Board Paneling

09 28 00 Tile Backing Boards

09 29 00 Gypsum Board



TABLE OF CONTENTS 7

09 30 00 Tiling

09 51 13 Acoustical Panel Ceilings

09 51 33 Acoustic Metal Pan Ceilings

09 65 13 Resilient Base and Accessories

09 65 19 Resilient Tile Flooring

09 65 36 Static Control Resilient Flooring

09 66 19 Precast Terrazzo Specialties

09 66 23 Epoxy Terrazzo Flooring

09 67 23 Resinous Flooring

09 68 13 Tile Carpeting

09 72 00 Contract Wall Coverings

09 77 16 FRP Wall Panels

09 77 23 Fabric-Wrapped Panels

09 77 33 Decorative Wall Panel Systems

09 77 43 Plastic Paneling

09 81 33 Acoustical Insulation and Sealants

09 91 00 Painting

09 96 13 Abrasion-Resistant Coatings

09 96 23 Graffiti-Resistant Coating

09 96 53 Elastomeric Coatings

09 97 13 High Performance Steel Coatings

09 97 23 Penetrating Concrete Floor Sealer

DIVISION 10 – SPECIALTIES

10 14 00 Signage

10 18 00 Informational Kiosk

10 21 13 Toilet Compartments

10 22 26 Operable Partitions

10 26 00 Wall and Door Protection

10 28 13 Commercial Toilet Accessories

10 41 16 Emergency Key Vault

10 44 00 Fire Protection Specialties

10 51 13 Metal Lockers

10 73 16 Canopies

10 75 00 Flagpoles



TABLE OF CONTENTS 8

DIVISION 11 – EQUIPMENT

11 12 05 Parking Controls and Fare Collection Equipment

11 13 00 Loading Dock Equipment

11 24 23 Window Washing and Maintenance Specialties

11 33 00 Folding Stair

11 82 26 Waste Compactor

DIVISION 12 – FURNISHINGS

12 24 13 Roller Window Shades

12 36 63 Quartz Countertops

12 48 16 Entrance Floor Grilles

12 62 23 Tandem Seating

12 93 00 Site and Street Furnishings

12 93 53 Site Seating, Tables, and Recycling Bins

DIVISION 13 – SPECIAL CONSTRUCTION

13 31 35 ETFE Fabric Structure

13 49 83 Ballistic Protection

DIVISION 14 – CONVEYING EQUIPMENT

14 21 20 Machine-Room Less Elevators

14 31 00 Escalators



TABLE OF CONTENTS 9


SPECIFICATIONS

TABLE OF CONTENTS


DIVISION 21 – FIRE SUPPRESSION

21 05 13 Common Motor Requirements for Fire Suppression Equipment

21 05 17 Sleeves and Sleeve Seals for Fire-Suppression Piping

21 05 18 Escutcheons for Fire-Suppression Piping

21 05 48 Vibration and Seismic Controls for Fire-Suppression Piping and Equipment

21 05 53 Identification for Fire-Suppression Piping and Equipment

21 07 00 Fire Suppression Systems Insulation

21 12 00 Fire-Suppression Standpipes

21 13 13 Wet-Pipe Sprinkler Systems

21 13 16 Dry-Pipe Sprinkler Systems

DIVISION 22 – PLUMBING

22 05 13 Common Motor Requirements for Plumbing Equipment

22 05 16 Expansion Fittings and Loops for Plumbing Piping

22 05 17 Sleeves and Sleeve Seals for Plumbing Piping

22 05 18 Escutcheons for Plumbing Piping

22 05 19 Meters and Gages for Plumbing Piping

22 05 23 General-Duty Valves for Plumbing Piping

22 05 29 Hangers and Supports for Plumbing Piping and Equipment

22 05 48 Vibration and Seismic Controls for Plumbing Piping and Equipment

22 05 53 Identification for Plumbing Piping and Equipment

22 07 19 Plumbing Piping Insulation

22 11 16 Domestic Water Piping

22 11 19 Domestic Water Piping Specialties

22 11 23.13 Domestic-Water Packaged Booster Pumps

22 13 16 Sanitary Waste and Vent Piping

22 13 19 Sanitary Waste Piping Specialties

22 13 23 Sanitary Waste Interceptors

22 14 13 Facility Storm Drainage Piping

22 14 23 Storm Drainage Piping Specialties



TABLE OF CONTENTS 10

22 14 29 Sump Pumps

22 30 00 Electric, Domestic-Water Heaters

22 42 13.13 Commercial Water Closets

22 42 13.16 Commercial Urinals

22 42 16.13 Commercials Lavatories

22 42 16.16 Commercial Sinks

22 42 23 Commercial Showers, Receptors, and Basins

22 47 13 Drinking Fountains

DIVISION 23 – HEATING, VENTILATING, AND AIR CONDITIONING (HVAC)

23 05 13 Common Motor Requirements for HVAC Equipment

23 05 16 Expansion Fittings and Loops for HVAC Piping

23 05 17 Sleeves and Sleeve Seals for HVAC Piping

23 05 18 Escutcheons for HVAC Piping

23 05 19 Meters and Gages for HVAC Piping

23 05 23 General-Duty Valves for HVAC Piping

23 05 29 Hangers and Supports for HVAC Piping and Equipment

23 05 48 Vibration and Seismic Controls for HVAC Piping and Equipment

23 05 53 Identification for HVAC Piping and Equipment

23 05 93 Testing, Adjusting, and Balancing for HVAC

23 07 13 Duct Insulation

23 07 16 HVAC Equipment Insulation

23 07 19 HVAC Piping Insulation

23 09 00 Instrumentation and Control for HVAC

23 09 93 Sequence of Operations for HVAC Controls

23 11 23 Facility Natural-Gas Piping

23 21 13 Hydronic Piping

23 21 13.13 Underground Hydronic Piping

23 21 23 Hydronic Pumps

23 23 00 Refrigerant Piping

23 25 00 HVAC Water Treatment

23 31 13 Metal Ducts

23 33 00 Air Duct Accessories

23 34 13 Axial HVAC Fans

23 34 23 HVAC Power Ventilators




23 34 33 Air Doors

23 36 00 Air Terminal Units

23 37 13 Diffusers, Registers, and Grilles

23 51 00 Breechings, Chimneys, and Stacks

23 52 16 Condensing Boilers

23 64 16 Centrifugal Water Chillers

23 65 00 Cooling Towers

23 73 13 Modular Indoor Central-Station Air-Handling Units

23 81 26 Split-System Air-Conditioning Units

23 82 19 Fan Coil Units

23 83 16 Radiant-Hydronic Piping





SPECIFICATIONS

TABLE OF CONTENTS


DIVISION 26 – ELECTRICAL

26 05 00 Common Work Results for Electrical

26 05 19 Low-Voltage Electrical Power Conductors and Cables

26 05 23 Control-Voltage Electrical Power Cables

26 05 26 Grounding and Bonding for Electrical Systems

26 05 29 Hangers and Supports for Electrical Systems

26 05 33 Raceways and Boxes for Electrical Systems

26 05 39 Underfloor Raceways for Electrical Systems

26 05 43 Underground Ducts and Raceways for Electrical Systems

26 05 44 Sleeves and Sleeve Seals for Electrical Raceways and Cabling

26 05 48 Vibration and Seismic Controls for Electrical Systems

26 05 53 Identification for Electrical Systems

26 05 70 Network Lighting Control System

26 05 73 Overcurrent Protective Device Coordination Study

26 06 50.16 Lighting Fixture Schedule

26 09 23 Lighting Control Devices

26 22 00 Low-Voltage Transformers

26 24 13 Switchboards

26 24 16 Panelboards

26 27 13 Electricity Metering

26 27 26 Wiring Devices

26 28 13 Fuses

26 28 16 Enclosed Switches and Circuit Breakers

26 29 13 Enclosed Controllers

26 29 23 Variable-Frequency Motor Controllers

26 31 10 Photovoltaic Generating System

26 32 13 Engine Generators

26 33 53 Static Uninterruptible Power Supply

26 36 00 Transfer Switches




26 43 13 Surge Protection for Low-Voltage Electrical Power Circuits

26 50 10 Architectural Lighting Fixtures, Lamps & Ballasts

26 50 10.01 Lighting Fixture Cut Sheets

DIVISION 27 – COMMUNICATIONS

27 05 00 Common Work Results For Communications

27 11 00 Communications Equipment Room Fittings

27 13 00 Structured Wiring

27 22 19 Servers

27 25 29 Data Communications Equipment

27 31 23 Voice IP Call Manager

27 31 33 Call Recording

27 32 13 Voice Communication Station Equipment and Analog Gateways

27 32 43 Radio Communication Systems

27 33 16 Voice Mail and Auto-Attendant Software

27 33 26 Virtual Facsimile Software

27 34 16 Telemanagement Software

27 35 23 E-911 Application and Servers

27 41 33 Master Antenna Television System

27 51 16 Public Address System

27 51 23 Information and Emergency Intercommunication System

DIVISION 28 – ELECTRONIC SAFETY AND SECURITY

28 05 00 Common Work Results for Electronic Safety and Security

28 05 13 Conductors and Cables for Electronic Safety and Security

28 13 00 Access Control System

28 23 00 Video Surveillance System

28 31 11 Digital, Addressable Fire-Alarm and Voice Evacuation System





SPECIFICATIONS

TABLE OF CONTENTS


DIVISION 31 – EARTHWORK

31 00 10 Earthwork

31 22 19 Landscape Grading

31 32 00 Deep Dynamic Compaction

DIVISION 32 – EXTERIOR IMPROVEMENTS

32 12 16 Asphalt Paving

32 13 13 Concrete Paving

32 13 23 Site Concrete

32 14 00 Unit Paving

32 17 13 Parking Bumpers

32 17 23 Pavement Markings

32 17 26 Tactile Warning Surface

32 31 13 Chain Link Fencing and Gates

32 31 21 Automatic Gate Systems

32 84 00 Irrigation Systems

32 91 13 Soil Preparation

32 93 00 Exterior Plants

32 93 60 Palm Tree Planting

32 94 00 Landscape Planting Accessories

32 98 13 Landscape Establishment Period

DIVISION 33 – UTILITIES

33 10 10 Potable Water System

33 11 20 Fire Suppression Water System

33 11 30 Recycled Water System

33 30 10 Sanitary Sewers

33 41 00 Storm Utility Drainage Piping




DIVISION 34 – TRANSPORTATION

34 11 16 Field Welding Rail

34 11 26 Ballast

34 11 27 Sub-Ballast and Aggregate Base

34 11 33 Concrete Railroad Ties

34 11 34 Wood Railroad Ties

34 44 00 Railroad Communications Technical Requirements

34 44 10 Railroad Prefabricated Communications Facilities

34 44 20 Railroad Communications Wire and Cable

34 44 25 Railroad Fiber Optic Subsystem

34 44 30 Railroad Outside Plant Construction Standards

34 44 45 Railroad Inside Plant Construction

34 44 50 Customer Information System - SCRRA

34 44 60 Railroad Batteries and Related Equipment

34 44 79 Railroad Optical Wide Area Network

34 72 00 Trackwork

34 72 20 Track Shifting and Resurfacing

34 77 16 Baggage Handling Equipment

34 80 22 Cast-in-Drilled-Hole Piles

34 80 31 Bridge Deck Drainage System

34 80 33 Hot Mix Asphalt (HMA) for Bridges

34 80 41 Structural Concrete for Railroad and Civil Works

34 80 42 Reinforcement for Railroad and Civil Works

34 80 43 Precast and Prestressed Concrete for Railroad Bridges

34 80 51 Structural Steel for Railroad Bridges

34 80 52 Metal Fabrications for Railroad Bridges

34 80 53 Steel Handrails for Railroad Bridges

34 80 61 Painting and Protective Coatings for Railroad Bridges

DIVISION 50 – OFF SITE COMPONENT SPECIFICATIONS

Specifications for Traffic Controls, Traffic Signs, 12kV Underground Utilities and Street Lighting

All proposed works upon, or with the potential to affect, SCRRA’s right-of-way, associated

infrastructure, services, and operations, and the design, planning and execution of such works are to

conform to the following SCRRA Forms, Standards and Specifications:

• Engineering Standard Drawings – notably:

o 1000 – General o 3000 – Station o 4000 – Grade Crossings o 5000 – Right-of-Way o 6000 – Structures o 9000 - Communications

• Design Criteria Manual

• Design Procedures Manual

• Grade Separation Guidelines

• Excavation Support Guidelines

• Standard Specifications

• SCRRA Form No. 5 – Indemnification and Assumption of Liability Agreement

• SCRRA Form No. 6 – Temporary Right-of-Entry Agreement

• SCRRA Form No. 37 – Rules and Requirements for Construction on Railway Property Train Traffic Information

http://www.metrolinktrains.com/pdfs/EngineeringConstruction/SCRRA_Form_No_5.pdf�




EXHIBIT B-5


for

ARTIC

SCRRA Form of Approval

SCRRA File No. S0000362 [Enter Date] Natalie Meeks Director of Public Works City of Anaheim City of Anaheim City Hall 200 S. Anaheim Blvd., Suite 276 Anaheim, California 92805 Reference: Anaheim Regional Transportation Intermodal Center SCRRA Project No. 860721 Approval of Plans, Specifications and Estimates Dear Natalie, This letter serves as the Southern California Regional Rail Authority’s (“SCRRA”) final written approval of the Plans and Specifications covering the construction of the Anaheim Regional Transportation Intermodal Center, in so far as they affect or have the potential to affect the railroad infrastructure and operations, based on the review, by SCRRA, of the final plans, specifications, and estimates (P, S&E) that are to be issued for bid. This final written approval is given to the City of Anaheim pursuant to Article 3.7 of the Construction and Maintenance Agreement between SCRRA and the City of Anaheim dated XXX If the Plans and Specifications are revised by the City subsequent to the date set forth above, this letter shall no longer serve as final written approval of the P, S&E and the City of Anaheim must submit the proposed revisions to SCRRA for final written approval. Sincerely yours, William Doran Director of Engineering & Construction

EXHIBIT B-6


for

ARTIC

List of Submittals Requiring

SCRRA Review

The following documents are to be submitted in a timely manner to SCRRA, for review and

agreement, prior to any works commencing upon, or with the potential to affect, SCRRA’s right-of-

way, associated infrastructure, services, and operations:

• SCRRA Form No. 5 – Indemnification and Assumption of Liability Agreement

• SCRRA Form No. 6 – Temporary Right-of-Entry Agreement

• Temporary Works Designs and Calculations

• Site Specific Work Plans

• Detailed Statements for all works requiring Track Possessions

• Schedules

• Risk Assessments

• Inspection and Testing Plans

• HazMat Assessments (where applicable)

EXHIBIT C-1


for

ARTIC

Cover Sheet for the

Easement or License for Crossing Area

LEGAL DESCRIPTION CURRENT AMTRAK SITE

The real property in the City of Anaheim, County of Orange, State of California, described as follows:

Portions of PARCEL 1 AND 3 OF PARCEL MAP RECORDED SEPTEMBER 4, 2007 IN BOOK 357, PAGES 25-34 OF OFFICIAL RECORDS.

APN: 232-011-40

LEGAL DESCRIPTION 1750 SOUTH DOUGLASS ROAD


PARCEL 1 OF PARCEL MAP NO. 98-106, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 303, PAGES 39 THROUGH 44, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBED STRIP OF LAND, TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT, AND TAKE THE SAME, SUBJECT TO THE EXPRESS LIMITATIONS THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION, AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF 100 FEET FROM THE SURFACE OF THE ABOVE DESCRIBED STRIP OF LAND, BY MEANS OF MINES, WELLS, DERRICKS, AN/OR OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND LYING OUTSIDE OF THE ABOVE DESCRIBED STRIP OF LAND, AND SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF ENTRY IN AND UPON THE SURFACE OF THE ABOVE-DESCRIBED STRIP OF LAND, AS MORE PARTICULARLY SET FORTH IN THAT CERTAIN DOCUMENT RECORDED MARCH 28, 1961 IN BOOK 5670, PAGE 113 OF OFFICIAL RECORDS.

APN: 232-072-03, 232-072-04, AND 386-521-15

LEGAL DESCRIPTION 1790 SOUTH DOUGLASS ROAD PARCEL


PARCEL 1 OF PARCEL MAP 98-105 IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 303, PAGES 34 THROUGH 38, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 386-521-17

LEGAL DESCRIPTION OCTA RAIL RIGHT OF WAY

A Portion of Parcel 5:

THAT PORTION OF THAT CERTAIN 50 FOOT RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY’S SAN DIEGO BRANCH IN THE COUNTY OF ORANGE, WITHIN RANCHO SAN JUAN CAJON DE SANTA ANA, SITUATED IN SECTION 14, IN TOWNSHIP 4 SOUTH OF RANGE 10 WEST OF THE SAN BERNARDINO BASE AND MERIDIAN, AS DESCRIBED IN THOSE CERTAIN DEEDS TO CALIFORNIA CENTRAL RAILWAY COMPANY, RECORDED MARCH 26, 1888 IN BOOK 407 PAGE 135 AND MARCH 30, 1888 IN BOOK 417 PAGE 24, BOTH DEEDS, IN THE OFFICE OF THE LOS ANGELES COUNTY RECORDER.

A Portion of Parcel 6:

THAT PORTION OF THAT CERTAIN 100 FOOT RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY’S SAN DIEGO BRANCH IN THE COUNTY OF ORANGE, WITHIN RANCHO SAN JUAN CAJON DE SANTA ANA AND RANCHO SANTIAGO DE SANTA ANA, SITUATED IN SECTIONS 14, 23, 24 AND 25 IN TOWNSHIP 4 SOUTH OF RANGE 10 WEST OF THE SAN BERNARDINO BASE AND MERIDIAN, AS DESCRIBED IN THOSE CERTAIN DEEDS TO CALIFORNIA CENTRAL RAILWAY COMPANY, RECORDED MARCH 26, 1888 IN BOOK 407, PAGE 130 AND AUGUST 19, 1889 IN BOOK 593, PAGE 109, BOTH DEEDS IN THE OFFICE OF THE LOS ANGELES COUNTY RECORDER.

EXHIBIT C-2


for

ARTIC

Cover Sheet for the

Plat of Easement or License

EXHIBIT D-1


for

ARTIC

Cover Sheet for the

CITY Scope of Work and Estimate

EXHIBIT D-1

CITY SCOPE OF WORK AND ESTIMATE “CITY WORK” – JUNE 13th, 2012

City Scope of Work in the Rail Corridor The City PROJECT work within the LOSSAN rail corridor includes the following major improvements:

• Replacement of the rail bridge over Douglass Road accommodating the existing two track and two station platform configuration.

• Lowering the Douglass Road profile to provide required vertical clearance to the new rail bridge.

• Extension of existing Anaheim station platforms easterly creating platforms with a 1000’ length and a minimum width of 16’.

• Construction of a pedestrian concourse bridge over the rail tracks to connect the new ARTIC terminal

building to the rail station platforms.

• Construction of stairs and elevators to provide vertical circulation from the pedestrian concourse bridge to the platforms.

• Installation of platform amenities consistent with Metrolink/Amtrak requirements.

• Installation of new platform fencing

• Installation of ramp and stair access for emergency egress and platform access for pedestrians and

baggage carts.

• Installation of rail platform communications and signaling consistent with Metrolink requirements. • Removal of the crash walls beneath State Route 57 and replacement with rail guardrail. • Construction of an Amtrak baggage tunnel underneath rail tracks at easterly end of the new platforms. • The potential construction of a new Angels Stadium pedestrian tunnel at westerly end of the new station

platforms, subject to City decision to include this add alternate item in the construction contract based on construction bid results.

Estimated Construction Cost of City Work in Rail Corridor $25.2 million (inclusive of add alternate Angels Stadium pedestrian tunnel)

EXHIBIT D-2


for

ARTIC

Cover Sheet for the

SCRRA Scope of Work and Estimate

EXHIBIT E-1


for

ARTIC

Cover Sheet for the

SCRRA Bridge and Tunnel Design Requirements

The CITY acknowledges receipt of the following documentation:

• SCRRA Design Criteria Manual

• SCRRA Grade Separation Guidelines

• SCRRA Excavation Support Guidelines

Initial: ______ ______

For City For SCRRA

EXHIBIT E-2


for

ARTIC

Cover Sheet for the SCRRA

Requirements of the Contractor

E-2 REQUIREMENTS OF THE CONTRACTOR

E-2-1.01 Description This Project includes construction work within the right-of-way of the Southern California Regional Rail Authority (SCRRA). This section describes coordination with the SCRRA when work by the Contractor will be performed upon, over, under, or adjacent to the SCRRA right-of-way or may impact current or future SCRRA operations. The Contractor must coordinate with the SCRRA through the CITY’s Construction Manger, while performing the work outlined in this Agreement, and shall afford the same cooperation with the SCRRA as it does with the City. All submittals and work shall be completed in compliance with these Requirements, SCRRA guidelines and other requirements. E-2-1.02 Requirements of the Contractor

• All railroad tracks within and adjacent to the Project site are to be assumed as active and rail traffic over these facilities must be maintained throughout the Project. Activities should be assumed to involve movements on both tracks in both directions. SCRRA traffic and operations occur from early morning to late evening on these tracks and shall be maintained at all times as defined herein. The Contractor shall coordinate and schedule the work so that construction activities do not interfere with SCRRA Operations. The Contractor shall ensure that at all times its work and actions are undertaken in a safe manner and cause no detrimental impact to SCRRA’s right-of-way, infrastructure, operations, equipment, materials, and to the safety of SCRRA’s staff, or to the public.

• The Contractor, and its subcontractors of any tier (the Contractor), must cooperate with the

Southern California Regional Rail Authority (SCRRA), during construction of the Project when any of the following conditions are present:

o Where work is performed on the right-of-way of the SCRRA, o When the work is over or under or adjacent to the tracks of the SCRRA, or o When the work has the potential to foul any tracks

• The Contractor shall inform itself of the expected train movements prior to implementing its

plans for any portion of the work, but shall also be aware that unexpected train movements may occur, and that the priority of rail movements has the potential to cause some disruption to planned construction activities.

• The Contractor shall, where reasonably practicable, fence and secure all worksites to ensure that

the operations, equipment and workforce cannot gain access to the SCRRA right-of-way unless access has been specifically arranged.

• The Contractor's right to enter the SCRRA right-of-way is subject to the absolute right of

SCRRA to cause the Contractor's work on the SCRRA right-of-way to cease if, in the sole opinion of SCRRA, the Contractor's activities create a hazard to the SCRRA right-of-way, or SCRRA employees, or SCRRA operations, or any combination thereof.

• The Contractor shall execute and deliver duplicate copies of the SCRRA Form 6 – Temporary Right of Entry Agreement, in the form included with these Provisions as Exhibit E-3. The Contractor shall comply with all requirements stipulated in Right of Entry Agreement, and shall maintain all insurance in full force during the time that its work is performed on or adjacent to the SCRRA right-of-way. Furnishing Railroad Protective Insurance in the amounts listed in SCRRA Form 6 – Temporary Right of Entry Agreement is a requirement of working on or adjacent to the SCRRA right-of-way

• The Contractor must plan, schedule and conduct all work activities so as not to interfere with the

movement of any trains. Work activities shall be confined to the times shown in Exhibit E-2-2.04, unless otherwise permitted by SCRRA. Work windows that provide the Contractor absolute track occupancy will not be granted. Work windows allowing the Contractor exclusive occupancy of one track for an extended period of time in excess of normal non-revenue hours, while the other track remains in operation, may be granted upon an advance notice of seventy five (75) calendar days prior to the date on which the work window is desired. It must be recognized that while SCRRA will endeavor to provide track occupancy and work windows for the times and periods requested, there is the potential for other activities to be ongoing in the vicinity, the priorities for which SCRRA will determine, and SCRRA may offer alternative track occupancy periods or work windows instead. Should other activities be ongoing, the Contractor shall coordinate appropriately with these activities, through the CITY’s Construction Manager and SCRRA.

• The details of construction affecting the SCRRA right-of-way and tracks not included in the

Contract Drawings must be submitted to the SCRRA by the City for approval before work is undertaken and this work must not be undertaken until approved by the SCRRA.

• A detailed construction schedule, including the proposed temporary horizontal and vertical

clearances and construction sequence for all work to be performed, shall be provided by the Contractor to the City for submittal to the SCRRA for review and approval prior to commencement of work. This schedule shall also include the anticipated dates on which the above listed events will occur. This schedule shall be updated for all critical listed events as necessary but at least monthly so that site visits may be scheduled.

• The Contractor must notify SCRRA Project Representative through CITY’s Construction

Manager, not less than thirty (30) calendar days before commencing any work on SCRRA right-of-way. Contractor’s notification to SCRRA shall be in writing and must refer to SCRRA File

S0000362. The Contractor shall perform no work on the SCRRA right-of-way until all its employees, including subcontractors of any tier, have attended and passed the Safety Orientation Class described in SCRRA Form 6 – Temporary Right-of-Entry Agreement.

The SCRRA Project Representative for this project is: Andy Althorp Senior Civil Engineer Southern California Regional Rail Authority 279 E. Arrow Highway, Suite A San Dimas, California Phone: (909) 394-3520 All notices and submittals to the SCRRA Project Representative are to be made through the City's Construction Manager or other designated representative of the City. The Contractor, at its expense, shall adequately supervise all work to be performed by the Contractor. The responsibility of the Contractor shall not be lessened or otherwise affected by SCRRA’s approval of the plans and specifications for the Project, or by the presence at the work site of a SCRRA or City Representative, or by the compliance by the Contractor with any requests or recommendations made by such representatives. The Contractor will give due consideration to suggestions and recommendations made by such representatives for the safety and protection of the City’s property and SCRRA Operations. E-2-1.03 Submittals Construction submittals requiring SCRRA approval, and Requests for Information (RFI) requiring a reply from SCRRA, must be forwarded to the City who in turn will forward to the SCRRA Project Representative. SCRRA shall be allowed thirty (30) working days for review of all submittals. Upon written approval of the CITY, the contractor or contractors may make the submittals directly to SCRRA Project Representative and the City simultaneously. The details of the construction affecting the operations, facilities, or right-of-way, or the operations or facilities of other entities using the right-of-way, not already included in the Project plans and specifications, shall be submitted by the Contractor through the CITY for review by SCRRA. Written approval must be obtained from SCRRA before such construction is undertaken. The SCRRA's review and approval of the City’s or the Contractor's Plans in no way relieves the City and Contractor from their responsibilities, obligations or liabilities under this Agreement, the Contract between the City and the Contractor for the Project, or in the separate SCRRA Form 6 – Temporary Right of Entry Agreement. SCRRA's approval will be given with the understanding that the SCRRA

makes no representations or warranty as to the validity, accuracy, legal compliance or completeness of City's and/or Contractor's plans and that any reliance by the City or the Contractor with respect to such plans is at the risk of the City and the Contractor.

E-2-2 CONTRACTOR SAFETY REQUIREMENTS

E-2-2.01 Contractor General Safety Requirements Work in the proximity of railway track(s) is potentially hazardous where movement of trains and equipment can occur at any time and in any direction. All work performed by the Contractor within or adjacent to the right-of-way of SCRRA must be in compliance with this specification and the requirements of SCRRA Form 6 – Temporary Right of Entry Agreement. All personnel working on, over, or under the SCRRA right-of-way must be equipped with personal protective equipment (PPE) meeting applicable OSHA and ANSI specifications. Personal protective equipment must be appropriate for the task performed. Employees, agents or invitees of Contractor shall possess the following minimum equipment while on the right-of-way:

A. Safety glasses with side shields B. Hard hats C. Safety shoes with hardened toes, lacing above the ankle, and a defined heel; D. High visibility ORANGE retro-reflective work wear. Green and Red shirts or vests are not

permitted within the SCRRA right-of-way. Hearing protection, face and eye shields, fall protection, gloves, and respirators must be worn as required by State and Federal regulations. The Contractor must not pile or store any materials, machinery or equipment closer than 25'-0" to the center line of the nearest SCRRA track, or in a manner that blocks access to SCRRA facilities and equipment. Dirt, aggregates, or other similar loose materials must be covered to prevent migration of the material toward the track. Materials, machinery or equipment must not be stored or left within 250 feet of any highway railroad at-grade crossings, where storage of the same will interfere with the sight distances of motorists approaching the crossing. Prior to beginning work, the Contractor must establish a storage area with concurrence of the SCRRA Project Representative. Machines or vehicles must not be left unattended with the engine running. Parked machines and equipment must be turned off and must be in gear with brakes set. If equipped with blade, pan or bucket, the blade, pan or bucket must be lowered to the ground. All machinery and equipment left unattended on or adjacent to SCRRA right-of-way must be left inoperable and secured against movement.

Workers must not create and leave any conditions at the work site that would interfere with water drainage. Any work performed over water must meet all Federal, State and Local regulations. Mitigation plans are to be implemented for all activities with the potential to generate noise, dust or other pollution and these shall be monitored for compliance and that no adverse effect is caused to SCRRA operations, staff, or the public. Access for Emergency Services to the SCRRA right-of-way is to be maintained at all times. All trash and waste products arising from the work activities are to be appropriately stored, handled and removed for disposal such that encroachment onto the SCRRA right-of-way is prevented. Any hazardous or flammable materials and substances are to be appropriately handled and stored in accordance with HazMat regulations such that no impact is caused to the SCRRA right-of-way, infrastructure, operations, staff or public. Any ‘Hot-working’ adjacent to or upon the SCRRA right-of-way is to be similarly managed, with all necessary precautions in place, so as to prevent impact to the SCRRA right-of-way, infrastructure, operations, staff or public. Safe, illuminated access, clear of obstructions and with appropriate signage, is to be maintained at all times for public wishing to use SCRRA facilities. All wires and cables must be considered active, dangerous and of high voltage unless informed to the contrary by proper authority. For all power lines the minimum clearance between the lines and any part of the equipment or load must be; 200 KV or below - 15 feet; 200 to 350 KV - 20 feet; 350 to 500 KV - 25 feet; 500 to 750 KV - 35 feet; and 750 to 1000 KV - 45 feet. If capacity of the line is not known, a minimum clearance of 45 feet must be maintained. A person must be designated to observe clearance of the equipment and give a timely warning for all operations where it is difficult for an operator to maintain the desired clearance by visual means. All damage to SCRRA Property, or any hazard noticed on passing trains must be reported immediately to the SCRRA's Dispatch Center. Any vehicle or machine which may come in contact with track, signal equipment, or a structure (e.g. bridge) may result in a train derailment and must be reported immediately to the SCRRA Project Representative and to the SCRRA's Dispatch Center. Phone numbers for utility and SCRRA emergency response are to be obtained from the SCRRA Project Representative prior to the start of any work and must be posted at the job site. Special permission must be obtained from the SCRRA before moving heavy or cumbersome objects or equipment which might result in making the track impassable. Any employees, agents or invitees of Contractor or its sub-contractors under suspicion of being under the influence of drugs or alcohol, or in the possession of same, will be removed from the SCRRA right-

of-way and subsequently released to the custody of a representative of the Contractor's management. Future access to the SCRRA right-of-way by that employee will be denied. All persons are prohibited from having pocket knives, firearms or other deadly weapons in their possession while working on SCRRA right-of-way. E-2-2.02 Safety Training and Communication Before beginning any task on the right-of-way of SCRRA, a thorough job safety briefing must be conducted with all personnel involved with the task. The briefing must include the procedures the Contractor will use to prevent its employees, subcontractors, agents or invitees from moving any equipment adjacent to or across any SCRRA tracks without the appropriate protection to railroad operations. When Contractor employees are required to work on the SCRRA right-of-way after normal working hours or on weekends, the SCRRA Project Representative must be notified. A minimum of two employees must be present at all times. E-2-2.03 SCRRA Railway Protective Services The Contractor must request and arrange for a flag person, inspector and/or other protective services from SCRRA authorized representative for the following conditions:

A. When the Contractor’s work activities are within the right of way of SCRRA. B. When the Contractor's work activities are located over or under a track or tracks. C. When cranes, pile drivers, drill rigs, concrete pumps, or similar equipment positioned outside of

the right-of-way could foul the track in the event of tip over or other catastrophic occurrence, D. When in the opinion of the SCRRA it is necessary to safeguard the employees, trains, engines

and facilities of SCRRA. E. When any excavation is performed below the elevation of the track subgrade, or track or other

railroad facilities may be subject to movement or settlement. F. When work in any way interferes with the safe operation of trains at timetable speeds. G. When any hazard is presented to Railway track, communications, signal, electrical, or other

facilities either due to persons, material, equipment or blasting in the vicinity. H. When clearing, grubbing, grading, or blasting is in proximity to the Property which, in the

opinion of SCRRA or representative of an SCRRA member agency, may endanger the Property or operations.

I. When street construction and maintenance activities are located within or adjacent to the right-of-way, which may affect or create unsafe conditions for employees, public, trains and vehicles.

Flagging services will be performed by SCRRA and Federal Railroad Administration qualified Railway flagman furnished through SCRRA. Personnel of the Contractor may not perform flagging or other protective services for railroad operations.

Flagging services are generally provided by one employee. However, additional personnel may be required to protect the facilities and operations of SCRRA, if deemed necessary by the SCRRA Project Representative or other authorized SCRRA employee. Each time a flagger is called, the minimum period for billing will be the eight (8) hour basic day. Additional overtime will be charged for the setting and removal of advance flags for work performed under Track Bulletin Form B rules. The estimated cost for one (1) flagger is $1,200.00 for a ten (10) hour basic day with time and one-half or double time for overtime, rest days and holidays. The estimated cost for each flagger includes vacation allowance, paid holidays, railroad and unemployment insurance, public liability and property damage insurance, health and welfare benefits, transportation, meals, lodging and supervision. However, the flagging rate in effect at the time of performance of the work by the Contractor hereunder will be used to calculate the actual costs of flagging pursuant to this paragraph. The Contractor shall provide deposits to SCRRA to cover all cost and expense incurred by SCRRA in connection with the safety and protective services, such that at no time is SCRRA self-funding provision of flagging or other protective services. The Contractor shall call the phone number provided with the executed copy of SCRRA Form 6 – Temporary Right-of Entry Agreement, a minimum of 15 working days in advance of the date that flagging services will be required. Flagmen will not be scheduled until the Contractor has executed the SCRRA Form 6 – Temporary Right of Entry Agreement. E-2-2.04 Track Occupancy and Work Windows The Contractor’s operations are subordinate to the operation of trains on the SCRRA right-of-way, whether passenger or freight. All work upon the SCRRA right-of-way shall be done at such times and in such a manner as not to interfere with or endanger the SCRRA Operations. SCRRA will strive to cooperate with the Contractor such that the work may be handled and performed in an efficient manner, however, The Contractor will have no claim whatsoever for any type of damages or for extra or additional compensation in the event its work is delayed by rail operations. Whenever work may affect the operations or safety of trains, the method of doing such work shall first be submitted to the SCRRA Project Representative for approval, but such approval shall not relieve the Contractor from any liability. Any work to be performed by the Contractor, which requires flagging service or inspection service, shall be deferred until the flagging protection required by the SCRRA is available at the job site. It is expected that most work on or with the potential to affect the SCRRA right-of-way will be performed at night between the hours of 11:30 PM and 4:00 AM. There are two main tracks through the vicinity of the Project. Trains of SCRRA, Amtrak, and the BNSF Railroad operate over the tracks traversing the Project site. The average train traffic on this route is 2 freight trains per 24-hour period at a timetable speed of 50 MPH and 57 passenger trains at a timetable speed of 79 MPH. Passenger trains include scheduled

SCRRA and Amtrak revenue services, though additional special services operate for events at the Anaheim Angels’ Stadium. Passenger train traffic is generally limited to the hours of 4:00 AM and 11:30 PM daily. Freight trains are operated 24 hours a day, seven days a week. In addition to scheduled freight service, extra freight trains may be operated as traffic warrants. The Contractor shall make requests in writing to the SCRRA Project Representative for Conditional Work Windows, not less than thirty (30) working days in advance of any work. The written request must include:

1. Description of work to be done. 2. The days and hours that work will be performed. 3. The exact location of the work and proximity to the tracks. 4. The type of window and amount of time requested. 5. The designated contact person for the Contractor.

The Contractor shall provide a written confirmation notice to the SCRRA Project Representative not less than fifteen (15) working days prior to commencing work in connection with the approved work windows when work will be performed within the SCRRA right-of-way. All work shall be performed in accordance with previously approved work plans. Track occupancy and work windows for this Project must be coordinated with SCRRA. SCRRA will provide the following Conditional Work Windows as defined below: Conditional Work Window using Track Bulletin Form B (Form B): A period of time in which SCRRA operations have priority over construction activities. When construction activities may occur on the right-of-way of SCRRA or the activities have the potential to foul the track as defined above, a SCRRA flag person will be required. At the direction of the flag person, upon approach of a train and when trains are present on the tracks, the tracks must be cleared (i.e., no construction equipment, materials or personnel within 25 feet from the nearest active track or as directed by the SCRRA flagman). Conditional Work Windows are available for the Project subject to SCRRA's local operating unit review and approval, however, construction activities utilizing cranes, pile drivers, drill rigs, concrete boom pumps or other swinging or boom operated equipment over the track or within 25-ft of the SCRRA right-of-way may not be performed under Form B except on approval of SCRRA. Conditional Work Window Using Time Controlled Access (Track and Time): A period of time in which SCRRA operations have priority over construction activities, but limited periods free of train traffic may be provided subject to approval of the SCRRA dispatcher. A SCRRA flagman will be required. Track and Time will typically be issued in 30 minute increments during non peak periods between 4:00 AM and 11:30 PM. Track and Time will not be available during peak commuting periods, or when the scheduled time between passenger trains is 45 minutes or less. At the expiration of the allowed time, the tracks must be cleared (i.e., no construction equipment, materials or personnel within 25 feet from the nearest active track or as directed by the SCRRA flagman). Track and Time Conditional Work

Windows are available for the Project subject to the approval of the SCRRA dispatcher. Exclusive Track Occupancy Single or Multiple Track: A period of time in which train operations are restricted to specific tracks. One or more SCRRA flagmen are required. Exclusive track occupancy on both tracks (absolute occupancy) will not be available. Exclusive Occupancy for an extended period of time on one track (outside normal non-revenue hours), with the other track remaining operational, may be granted subject to the Contractor giving seventy-five (75) days advance notice to the Designated SCRRA Representative of the proposed times and dates of the occupancy, work details to have been previously agreed with SCRRA. The contractor shall limit requests for exclusive occupancy to an absolute minimum and shall plan works so as to maximize the benefit that may be obtained from an exclusive occupancy, potentially considering the opportunity for work at more than one location. Work is to be planned so as to ensure that where possible, all tasks that can be safely implemented before, or after, the track occupancy are so undertaken, minimizing the extent of works required during the period of track occupancy. Should a condition arise from, or in connection with, the Project work which requires immediate and unusual actions to be made to protect operations and property of the SCRRA, the Contractor shall undertake such actions. If, in the judgment of the SCRRA or the City, such actions are insufficient, the SCRRA may require or provide such actions as deemed necessary. In any event, such actions shall be at the Contractor’s expense and without cost to the SCRRA. The SCRRA or City have the right to order the Contractor to temporarily cease operations in the event of an emergency or if, in the opinion of the SCRRA or City, the Contractor’s operations may inhibit the SCRRA Operations. In the event such an order is given, the Contractor shall immediately notify the City of the order.

E-2-3 PROTECTION OF SIGNALS, COMMUNICATION LINES, AND UTILITIES E-2-3.01 Signals, Communication facilities and Utilities Signal, communication, fiber-optic, petroleum, natural gas, electric power and other utilities are present in the SCRRA right-of-way. Delays and disruptions to service may cause business interruptions involving loss of revenue and profits, danger to train operations, and release of potentially flammable compounds. The Contractor shall be required to take special precautions and care in connection with excavating and shoring. Excavations for construction of footings, piers, columns, walls or other facilities that require shoring shall comply with requirements of all applicable laws and regulations, and the SCRRA “Guidelines for Temporary Shoring”. Before excavating, the Contractor must determine whether any underground pipe lines, electric wires, or cables, including fiber optic cable systems are present and located within the Project work area by calling the Southern California Underground Service Alert. SCRRA is not a member of Underground Service Alert and SCRRA signal and communication lines must be located separately. The Contractor must contact the SCRRA Signal Department separately. All underground and overhead wires will be considered HIGH VOLTAGE and dangerous until verified with the company having ownership of the

line. It is the Contractor's responsibility to notify any other companies that have underground utilities in the area and arrange for the location of all underground utilities before excavating. In addition to calling the Southern California Underground Service Alert (Dig Alert), the Contractor shall call the SCRRA’s “Call Before Your Dig” number at least 72 hours prior to commencing work at (909) 859-4100 during normal business hours (6:30 a.m. to 8:00 p.m. Central Standard Time, Monday through Friday, except holidays - also a 24 hour, 7 day a week number for emergency calls) to determine location of fiber optics. If a telecommunications system is buried anywhere on or near SCRRA property, the Contractor will co-ordinate with the SCRRA and the Telecommunication Company(ies) to arrange for relocation or other protection of the system prior to beginning any work on or near SCRRA property. It shall be the responsibility of the Contractor, through the City, to make arrangements directly with utility companies involving the protection, encasement, reinforcement, relocation, replacement, removing or abandonment in place of non-railroad facilities affected by the Project. SCRRA has no obligation to supply additional SCRRA property for non-railroad facilities affected by this Project, nor does the SCRRA have any obligation to permit non railroad facilities to be abandoned in place or relocated on SCRRA’s property. Any facility and/or utility that crosses SCRRA right of way must be covered under an agreement with the SCRRA including, without limitation, any relocations of an existing facility or utilities. SCRRA will, if required, rearrange its communications and signal lines, grade crossing warning devices, train signals, tracks and facilities that are in use and maintained by SCRRA forces in connection with its operation. This work by the SCRRA will be done by its own forces or by Contractors under a continuing contract and is not a part of the work under the Contract for the construction of the Project. The Contractor must allow sufficient time in its schedule to permit SCRRA to issue the necessary task orders to its contractors order material, and perform any necessary work.

E-2-4 CONSTRUCTION E-2-4.01 Excavation The Contractor shall not make any excavations on the right-of-way, nor within the zone of railroad load influence as shown in the SCRRA Excavation Support Guidelines, until the Contractor’s support of excavation plans and calculations are approved in writing by SCRRA. The Contractor must cease all work and notify the SCRRA immediately before continuing excavation in the area if obstructions are encountered which do not appear on drawings. If the obstruction is a utility and the owner of the utility can be identified, then the Contractor must also notify the owner immediately. If there is any doubt about the location of underground cables or lines of any kind, no work must be performed until the exact location has been determined. There will be no exceptions to these requirements. All excavations must be conducted in compliance with applicable law and regulations and, regardless of

depth, must be shored when within the zone of railroad load influence, or when necessary to protect structures, facilities, or personnel. Excavations located on the SCRRA right-of-way shall conform to the SCRRA Excavation Support Guidelines. Designs for all temporary structures supporting tracks or excavations adjacent to the tracks shall include railway surcharge loading imposed by a Cooper E-80 live load. Any excavations, holes or trenches on the SCRRA right-of-way must be covered, guarded and protected when work is not actively prosecuted. When leaving work site areas at night and over weekends, the areas must be secured and left in a condition that will ensure that SCRRA employees and other personnel who may be working or passing through the area are protected from all hazards. All excavations must be back filled as quickly as practicable. E-2-4.02 Protection of Track The Contractor must take protective measures necessary to keep railway facilities, including track ballast, free of sand, debris, and other foreign objects and materials resulting from its operations or weather. No portion of any equipment may be set or operated on the tracks at any time. The Contractor will be required to use powered lifting devices such as cranes or winches to place or to remove any forms or falsework over SCRRA's tracks. The Contractor shall not drop material onto the tracks at any time except upon prior written approval of SCRRA, and only upon the concurrent approval by SCRRA of the Contractor’s method of protecting the track from impacts and debris. No blasting shall be performed on or adjacent to the right-of-way without the written approval of SCRRA. Driven piles shall be limited to locations shown on the Contract Drawings or, if needed for temporary support of excavation, to the locations approved by SCRRA. The track shall be monitored by differential leveling for vertical displacement during any pile driving or other operations capable of displacing the ground. The Contractor, at its expense, shall maintain all ditches and drainage structures free of silt or other obstructions which may result from the Contractor’s operations and to repair and restore any SCRRA property, tracks and facilities of SCRRA and its tenants and other having the right to use the SCRRA right-of-way. The Contractor must submit a proposed method of erosion control and have the method reviewed and approved by the SCRRA prior to beginning any grading on the project site. Erosion control methods must comply with all applicable local, state and federal regulations. Tracks, ballast, and other SCRRA facilities must be covered and protected during any demolition or removal operations over or in the vicinity of the tracks. The Contractor shall submit its plans for protection of the tracks to the SCRRA Project Representative for approval, and receive approval, prior to beginning any demolition or removal operations. At other than public road crossings, the Contractor shall not move any equipment or materials across SCRRA's tracks. Temporary crossings for the use of the Contractor will not be allowed at any time.

Notwithstanding any approval by SCRRA, the Contractor shall be responsible for the protection of the track and SCRRA operations. Damage to railway facilities resulting from Contractor's operations will be repaired or replaced by SCRRA and the cost of such repairs or replacement shall be paid to SCRRA by the Contractor. E-2-4.03 Structure Construction The Contractor's shop drawings, working drawings, and other work plans (Contractor's plans) for this Project, as they affect the operations or interests of SCRRA, are subject to the written approval of SCRRA. Changes in the plans made after the execution of the Agreement and/or the awarding of the Project to the Contractor are subject to the prior review and written approval of the City and the SCRRA. No construction work shall commence until final stamped plans and/or changes to final stamped plans have been reviewed and approved by the SCRRA in writing. Designs for falsework above any tracks shall conform to the SCRRA Grade Separation Guidelines and the Caltrans Falsework Manual. Falsework over or adjacent to railroad tracks shall meet the requirements in the Caltrans Falsework Manual for falsework over traffic (traffic openings). The additional provisions stipulated in the Caltrans Falsework Manual for the Southern Pacific Lines shall be included in all designs of falsework over SCRRA tracks. The Contractor shall furnish five sets of working drawings and a copy of the Contractor's Plans showing details of construction affecting SCRRA Property and tracks to the SCRRA Project Representative. The working drawing must include the proposed method of installation and removal of falsework, shoring or cribbing, not included in the Contract Drawings. The Contractor shall also furnish two sets of structural calculations of any falsework, shoring or cribbing. A registered professional engineer licensed to practice in the State of California shall seal and sign all drawings and calculations. The Contractor shall not begin work until SCRRA has reviewed and approved the plans. E-2-4.04 Clearances The Contractor must not pile or store any materials, machinery or equipment closer than 25'-0" to the center line of the nearest SCRRA track. Materials, machinery or equipment must not be stored or left within 250 feet of any highway railroad at-grade crossings, where storage of the same will interfere with the sight distances of motorists approaching the crossing. Prior to beginning work, the Contractor must establish a storage area with concurrence of the Railroad's representative. Unless shown otherwise on the Contract Drawings, the Contractor shall abide by the following temporary clearances during construction. The Contractor shall not place forms, materials, spoils, or other temporary constructions, including bracing or work platforms, within the clear area unless approved in writing by SCRRA:

12’-0” Horizontally at right angles from centerline of nearest track 22’-6” Vertically above top of rail 27'-0" Vertically above top of rail for electric wires carrying less than 750 volts 28'-0" Vertically above top of rail for electric wires carrying 750 volts to 15,000 volts 30'-0" Vertically above top of rail for electric wires carrying 15,000 volts to 20,000 volts 34'-0" Vertically above top of rail for electric wires carrying more than 20,000 volts

At no time shall the Contractor reduce the minimum clearances required by the California Public Utilities Commission (CPUC) General Order 26-D. Any infringement within the clearances established by General Order 26-D due to the Contractor's operations must be submitted to the SCRRA and to the City and must not be undertaken until approved in writing by the SCRRA, and until the City has obtained any necessary authorization from the CPUC for the infringement. No extra compensation will be allowed in the event the Contractor's work is delayed pending approval by SCRRA, or approval by the CPUC, or both. In the case of impaired vertical clearance above top of rail, SCRRA will have the option of installing tell-tales or other protective devices SCRRA deems necessary for protection of SCRRA operations. The cost of tell-tales or protective devices will be borne by the Contractor. Reduced temporary construction clearances, which are less than construction clearances defined above, will require special review and approval by the SCRRA and possible the CPUC. Any proposed variance on the specified minimum clearances due to the Contractor’s operations shall be submitted to the SCRRA Project Representative and the City at least thirty (30) days in advance of the work. No work shall be undertaken until the variance is approved in writing by the SCRRA Project Representative. Parallel to the outer side of both tracks, an unobstructed continuous space suitable for trainman’s use in walking along trains, extending in width not less than twelve feet (12’) perpendicular from centerline of track, shall be maintained. Any temporary impediments to walkways and track drainage encroachments or obstructions allowed during working hours must be covered, guarded and/or protected as soon as practicable. Walkways with railings shall be constructed by the Contractor over open excavation areas when in close proximity of track, and railings shall not be closer than 9’-0" perpendicular from the center line of tangent track or 9’ – 6” horizontal from curved track. E-2-4.05 Temporary Vehicular Traffic Control The Contractor’s operations which control traffic across or around SCRRA facilities shall be coordinated with and approved by the SCRRA and City and shall be in compliance with the MUTCD. SCRRA will not permit temporary at grade crossings at any time. Alternative plans must be considered to avoid crossing SCRRA’s tracks at grade.

13-6 HAZARDOUS AND CONTAMINATED MATERIALS

E-2-5.01 Control and Discharge Discharge, release or spill on the SCRRA Property of any hazardous substances, oil, petroleum,

constituents, pollutants, contaminants, or any hazardous waste is prohibited and Contractor must immediately notify the SCRRA Project Representative of any discharge, release or spills in excess of a reportable quantity. Contractor must not allow SCRRA Property to become a treatment, storage or transfer facility as those terms are defined in the Resource Conservation and Recovery Act or any state analogue.

If Contractor discovers any hazardous waste, hazardous substance, petroleum or other deleterious

material, including any noncontainerized commodity or material, on or adjacent to SCRRA right-of-way, in or near any surface water, swamp, wetlands or waterways adjacent to the right-of-way, while performing any work on this Project, the Contractor must immediately: (a) notify the City's Resident Engineer, (b) notifiy SCRRA's Project Representative, of such discovery; (c) take safeguards necessary to protect its employees, subcontractors, agents and third parties: and (d) exercise due care with respect to the release, including the taking of any appropriate measure to minimize the impact of such release.

E-2-7 INSEPCTION AND OBSERVATION

E-2-7.01 Site Inspections By Railroad Project Representative In addition to the office reviews of construction submittals, site observations will be performed by the City, SCRRA, or a Consultant to SCRRA at significant points during construction as determined by SCRRA. Site visits to check the progress of work may be performed at any time throughout the construction process as deemed necessary by the SCRRA.

E-2-8 CLEANING AND RESTORATION E-2-4.06 Cleaning Of Right-Of-Way The Contractor shall, upon completion of the work to be performed within the right-of-way and/or properties of the SCRRA and adjacent to its tracks, wire lines and other facilities, promptly remove from the SCRRA right-of-way all Contractor’s tools, implements and other materials whether brought upon the right-of-way by the Contractor or any sub-contractors employee or agent of Contractor or of any sub-contractor, and leave the right-of-way in a clean and presentable equal or better than existed at the start of the Project work.

END of EXHIBIT E-2

EXHIBIT F


for

ARTIC

Cover Sheet for

Funding Agreements

EXHIBIT F

FUNDING AGREEMENT

ARTIC RAIL RIGHT-OF-WAY FUNDING SOURCES

OCTA M2 (Project R) OCTA M2 (Project T)

OCTA funding commitments to ARTIC Project are contained in Cooperative Agreement C-9-0448 and Amendment 1 to C-9-0448 between OCTA and the City of Anaheim.