Agenda packet — San Joaquin City Council, March 12, 2026

______________________________________________________________ 21900 Colorado Avenue, P.O. Box 758, San Joaquin, CA 93660 (559) 693-4311, (559) 693-2193 (fax), www.cityofsanjoaquin.org

NOTICE AND CALL OF SPECIAL MEETING AND AGENDA

CITY OF SAN JOAQUIN CITY COUNCIL
Notice is hereby given that the City Council of the City of San Joaquin will hold a special meeting beginning at 12:00 PM. on Thursday, March 12, 2026, at the San Joaquin Council Chambers, 21991 Colorado, (Ste. A), San Joaquin, CA 93660.

MEMBERS OF THE PUBLIC MAY ATTEND THIS MEETING OR

PARTICIPATE IN THE MEETING BY SUBMITTING WRITTEN COMMENTS

AT CITY HALL OR BY EMAIL PRIOR TO THE MEETING AT
[email protected].

ZOOM INFORMATION:
https://us02web.zoom.us/j/82524097180?pwd=3UmtektOscw5gHGbK985bF6J3wHM4r.1 MEETING ID: 825 2409 7180
PASSCODE: 856593
TELEPHONE NUMBER: 1-669-444-9171
The City Council welcomes you. All attendees are advised that pagers, cell phones, and any other communication devices should be powered off upon entering the Council meeting and to silence their devices until they speak.

The Council may consider and act on an agenda item in any order it deems appropriate.

Actual timed items may be heard later but not before the time set on agenda. Persons interested in an item listed on the agenda are advised to be present throughout the meeting to ensure their presence when the items are called.

For each agenda item considered by the Council there will first be a staff presentation followed by a presentation from the involved individuals. Public comments from those in attendance will then be taken. All comments will be limited to three minutes per person.

LEVINE ACT CONTRIBUTION PROHIBITIONS AND MANDATORY
DISCLOSURE. The Political Reform Act in Govt Code Section 84308 restricts campaign contributions over $500 to a decision-making public official from a party or participant or their agent in a proceeding involving a contract, license, permit or entitlement for use. The Act requires disclosure of the contribution and recusal where a decision-maker has received $500 or more from a party or participant to a proceeding in the prior 12 months.

A Council Member’s disclosure should be made when the agenda item is called and must include the name of the party, participant, or agent, and any other person making the contribution, the name of the recipient, the amount of the contribution, and the date the contribution was made.

CONFLICT OF INTEREST DISCLOSURES AND RECUSAL. City Council Members with a conflict of interest under the Political Reform Act are required to make disclosure when the item is called and recuse themselves.

1. CALL TO ORDER - PLEDGE OF ALLEGIANCE – ROLL CALL
Adam Flores-Cornejo Mayor
Martha Mejia Mayor Pro Tem
Cristina Covarrubia Councilmember
Abel Lua Councilmember
Rosa M. Ramirez Councilmember

2. APPROVAL OF AGENDA

3. PUBLIC COMMENTS ON THIS AGENDA. The sole business to be conducted is listed below. Members of the public will have an opportunity to address the City Council on the item(s) listed on this agenda.

4. NEW BUSINESS
A. SUBJECT: Consider and approve four Contractor Right of Entry License Agreements with the San Joaquin Valley Railroad Co. for permission to access Railroad property and for flagging services required during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreements. (Enclosure P. 1, Action Item) RECOMMENDATION: Staff recommends the City Council of the City of San Joaquin adopt Resolution No. 2026-07 Approving the four Contractor Right of Entry License Agreements with the San Joaquin Valley Railroad Co. for permission to access Railroad property and for flagging services required during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreements.

B. SUBJECT: Consider and approve a Utility Construction Observation Agreement with Railpros Field Services, Inc. to perform construction observation services during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreement. (Enclosure P. 53, Action Item)
RECOMMENDATION: Staff recommends the City Council of the City of San Joaquin adopt Resolution No. 2026-08 Approving a Utility Construction Observation Agreement with Railpros Field Services, Inc. to perform construction observation services during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreement.

5. ADJOURN MEETING –
NOTICE OF ADA COMPLIANCE: If you or anyone in your party needs reasonable accommodations to attend, or participate in, any City Council Meeting, please make arrangements by contacting the City Clerk’s Office at City Hall 24 hours prior to the meeting Who can be reached by calling 693-4311 or by mail at P.O. Box 758, San Joaquin, CA 93660.

NOTICE OF AVAILABILITY OF AGENDA MATERIALS: Any writings or documents provided to a majority of the City Council regarding any items on this agenda will be made available for public inspection at the City Clerk’s Office located at City Hall 21900 Colorado Avenue during normal business hours.

CERTIFICATION OF POSTING
I, Alondra Bautista, City Clerk of the City of San Joaquin, do hereby declare that the foregoing agenda for the San Joaquin City Council Special Meeting of Thursday, March 12, 2026 was posted at the following locations: City Hall, 21900 Colorado Avenue, San Joaquin Senior Center, 21991 Colorado Ave. (B) and US Post Office, 8667 Ninth Street, on Tuesday, March 10, 2026 by 5:00 p.m.
**NEXT REGULAR COUNCIL MEETING WILL BE HELD APRIL 7, 2026**

STAFF REPORT
Date: March 12, 2026
TO: Mayor and Councilmembers
FROM: Mario Gouveia, City Engineer
REVIEWED BY: Elizabeth Cabrera, City Manager
SUBJECT:

Consider and approve four Contractor Right of Entry License Agreements with the San Joaquin Valley Railroad Co. for permission to access Railroad property and for flagging services required during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreements.

RECOMMENDATION:

Staff recommends the City Council of the City of San Joaquin adopt Resolution No. 2026-07 Approving the four Contractor Right of Entry License Agreements with the San Joaquin Valley Railroad Co. for permission to access Railroad property and for flagging services required during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreements.

BACKGROUND:

The City of San Joaquin (City) applied for and received a Funding Agreement from the California State Water Resources Control Board for the purpose of the construction of Well #3 & Well #5 Manganese Removal System Project and Well #4 & Well #6 Manganese Removal System Project. The project has been awarded and construction began in March 2025.

Construction includes the installation of water treatment facilities for manganese removal and pipeline replacement at various locations throughout the City.

As part of the pipeline replacement for the project, there are four locations where the proposed waterline will be crossing within the Railroad property. The City has already obtained pipeline crossing agreements from Union Pacific Railroad to allow for the installation of these improvements. These Union Pacific Railroad agreements require the City to obtain a Contractor Right of Entry License Agreement for each crossing location and to secure flagging services.

These agreements would grant the City and Contractor the right to access and construct the improvements within the Railroad property. These Contractor Right of Entry License Agreements would authorize the San Joaquin Railroad Co. to provide the flagging services required for the project.

DISCUSSION:
1 The purpose of the Contractor Right of Entry License Agreements is for the City of San Joaquin and the San Joaquin Valley Railroad Co. to enter into an agreement to fulfill the requirements of the Union Pacific Railroad Agreements.

Union Pacific Railroad (Owner of the railroad property) requires the City to obtain a Contractor Right of Entry License Agreement and to obtain flagging services from the Union Pacific Railroad’s authorized field representative. The San Joaquin Valley Railroad Co., is the authorized field representative for the Union Pacific Railroad. The attached Contractor Right of Entry License Agreements would provide access rights to the City and its contractors for performing work within the Railroad property and would authorize the San Joaquin Valley Railroad Co., to provide flagging services during construction and installation of the proposed facilities within the Railroad property. The exclusive use of the San Joaquin Valley Railroad Co. for flagging services for this project is a condition of the Union Pacific Railroad crossing agreements.

FISCAL IMPACT:

The City of San Joaquin has already paid $1,750.00 for each Right of Entry Application submitted. Additional cost for flagging services will be invoiced based on services provided.

Rate schedule for services will be provided upon execution of the agreement. The estimated cost for flagging services is ______________ based on ______________ .

These expenditures are reimbursable under the existing DWSRF Construction Grant.

ATTACHMENTS:

1. Resolution 2026-07

2. San Joaquin Valley Railroad Co. Permit No. SJVR251034272 – Contractor Right of Entry License Agreement

3. San Joaquin Valley Railroad Co. Permit No. SJVR251034273 – Contractor Right of Entry License Agreement

4. San Joaquin Valley Railroad Co. Permit No. SJVR251034274 – Contractor Right of Entry License Agreement

5. San Joaquin Valley Railroad Co. Permit No. SJVR251034275 – Contractor Right of Entry License Agreement
2

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RESOLUTION NO. 2026-07

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JOAQUIN

APPROVING FOUR CONTRACTOR RIGHT OF ENTRY LICENSE AGREEMENTS WITH THE SAN JOAQUIN VALLEY RAILROAD CO. FOR PERMISSION TO

ACCESS RAILROAD PROPERTY AND FOR FLAGGING SERVICES REQUIRED

DURING THE INSTALLATION OF THE PROPOSED WATERLINE CROSSINGS

WITHIN THE RAILROAD PROPERTY AT VARIOUS LOCATIONS FOR THE WELL #3 & WELL #5 MANGANESE REMOVAL SYSTEM PROJECT NO. 1010034-004C AND THE WELL #4 & WELL #6 MANGANESE REMOVAL SYSTEM PROJECT NO. 1010034-005C PHASE 2, AND AUTHORIZING THE CITY MANAGER TO EXECUTE

THE AGREEMENTS
WHEREAS, the City of San Joaquin (City) applied for and received a Funding Agreement from the California State Water Resources Control Board for the purpose of the construction of Well #3 & Well #5 Manganese Removal System Project and Well #4 & Well #6 Manganese Removal System Project; and
WHEREAS, the project has been awarded and construction began in March 2025; and WHEREAS, there are four locations where the proposed waterline improvements will be crossing within the Union Pacific Railroad property; and WHEREAS, the City obtained pipeline crossing agreements from Union Pacific Railroad for each crossing and the agreements require the City to obtain a Contractor Right of Entry License Agreement for each crossing and to secure flagging services from the Union Pacific Railroad’s authorized field representative during construction and installation of the proposed improvements within the Railroad property; and
WHEREAS, the authorized field representative for the Union Pacific Railroad is the San Joaquin Valley Railroad Co.; and
WHEREAS, the services performed by San Joaquin Valley Railroad Co. will be invoiced per the rate schedule included in the fully executed Agreement; and WHEREAS, the City Council desires to secure the Contractor Right of Entry License Agreements and authorize the San Joaquin Valley Railroad Co., to provide flagging services for this project and comply with the railroad crossing agreement conditions.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Joaquin as follows:

1. The above recitals are true and correct findings of the San Joaquin City Council.

2. Adopts Resolution 2026-07 approving the four Contractor Right of Entry License Agreements with San Joaquin Valley Railroad Co. for work taking place within the Railroad 3

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property for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2.

3. Authorizes the City Manager to execute the agreements.

4. This Resolution will become effective immediately.

Passed and adopted this 12th day of March, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
___________________________
Adam Flores-Cornejo, Mayor
of the City of San Joaquin
ATTEST:

I, hereby certify that the forgoing resolution was introduced, passed and adopted at a special meeting of the City Council of the City of San Joaquin this 12th day of March, 2026. ___________________________
Alondra Bautista, City Clerk
of the City of San Joaquin
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CONTRACTOR RIGHT OF ENTRY LICENSE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made as of ________________, 2026, (the “Effective Date”), by and between San Joaquin Valley Railroad Co. (“Railroad”) and City of San Joaquin (“Licensee”).

WITNESSETH:

WHEREAS, Licensee has submitted a written request or application to Railroad requesting permission to enter Railroad’s property at or near the location specified in Section 1 below for the limited purpose of performing certain work; and
WHEREAS, Railroad is willing to grant to Licensee the limited right and permission to enter upon such property for the limited purpose of performing such work in accordance with the terms provided herein.

NOW THEREFORE, in consideration of these promises, the Agreement herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. LOCATION/PAYMENT/WORK PRACTICES:

1.1 Railroad hereby conveys to Licensee the limited right and permission to enter upon the Railroad’s property located at or near Milepost 191.97, Riverdale Subdivision, Latitude: 36.604722, Longitude: -120.185556 located in SAN JOAQUIN, in the County of FRESNO, State of CA as reflected on the map attached hereto as Exhibit A and incorporated herein by reference (the “Property”) for the purpose of Licensee, through its employees, agents or contractors to ACCESS TO INSTALL UNDERGROUND WATER PIPELINE CROSSING 18" CASING 6" CARRIER COVERED UNDER UPRR 0771280 (the “Work”); and

1.2 Upon payment of a fee referenced in Section 11 herein, Railroad hereby grants to Licensee, the right and permission to enter upon Railroad's Property for the purpose of performing the Work, subject to the terms, conditions and provisions set forth in this Agreement.

1.3 The Work shall be performed at the entire cost and expense of Licensee, in accordance with good and sound engineering practices, to the satisfaction of Railroad's Chief Engineer, or his duly authorized representative (the “Representative”), and in a manner to avoid accident, damage or harm to persons or property and delays to or interference with the operations of Railroad.

Section 2. PRIOR NOTICE/FLAGGING/OTHER CONDITIONS.

2.1 Licensee or Licensee’s contractor shall notify the Representative at least ten (10) business days before proceeding with any phase of the Work on the Property and shall abide by the instructions of the Representative concerning the safety of the Railroad. All persons entering the Property pursuant to the permission granted herein shall comply with and perform the Work in accordance with the following policies:
a) Genesee & Wyoming Inc.’s Contractor Safety Rules, available at: https://www.gwrr.com/wpcontent/uploads/2021/05/GWI-Contractor-Safety-Rules.pdf; and b) Genesee & Wyoming Inc.’s Code of Ethics and Conduct, available at:
gwrr.com/about_us/code-of-ethics
The following Personal Protective Equipment (“PPE”) must be worn at all times on the Property: Hard hats, safety footwear, certified eye protection with side shields and approved high-visibility work wear. Additional forms of PPE may be required under certain circumstances as specified in the aforesaid Contractor Safety Rules or as required by the Representative.
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2.2 Railroad shall furnish such personnel, flagman or watchman which, in Railroad's sole discretion, may be necessary to protect the facilities and traffic of Railroad during the performance of the Work. If flagging or other special protective or safety measures are performed by Railroad, Railroad will invoice Licensee for such expenses incurred by Railroad based on the current fee schedule annexed hereto as Exhibit D. Licensee shall pay such invoices within thirty (30) days of Licensee’s receipt of billing. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Licensee agrees that Licensee is not relieved of any of its responsibilities or liabilities set forth in this Agreement. The Licensee or its contractor shall reimburse Railroad promptly for the actual cost of said services, including all applicable surcharges, upon receipt of bill or bills therefor.

2.3 Unless Prior arrangements have been made with the Chief Engineer or his representative, Licensee shall not place or operate equipment at a distance of less than fifty (50) feet from the center of track, nor perform any Work at a distance of less than fifty (50) feet from the center of Railroad’s track. Further, no equipment shall be moved across the Railroad's track(s) except at an established public crossing, unless prior arrangements have been made with the Chief Engineer or his Representative. All reasonable precautions must be taken by Licensee to avoid interference with and/or damage to Railroad's facilities during the course of the Work.

2.4 Prior to entering upon the Property, Licensee agrees to comply with RAILROAD’S ROADWAY WORKER PROTECTION TRAINING POLICY as set forth in Exhibit B, attached hereto and incorporated herein by reference, if such training is applicable as determined in the sole discretion of Railroad.

2.5 The permission herein granted is subject to all existing leases, licenses and occupancies of the Property by third parties. Licensee acknowledges that, in executing this Agreement, Railroad acts on its own behalf only and has no authority to act, and does not claim to act, on behalf of any other entity or person with respect to any right any such other entity or person may have to object to this Agreement. Licensee shall secure the consent, and protect the facilities, of each such third-party occupier of the Property.

2.6 Licensee shall implement and enforce a safety program conforming to all applicable requirements of federal, state and local laws, rules and regulations.

Section 3. LEGAL COMPLIANCE.

Licensee expressly agrees, at its own cost and expense, to comply and cause its agents, employees and contractor(s) to comply with all applicable ordinances, rules, regulations, requirements and laws of any governmental authority (state, federal or local) having jurisdiction over the Work or Licensee’s activities, including the location, contact, excavation and protection regulations of the Occupational Safety and Health Act and state “One Call” - “Call Before You Dig” or similar requirements. Licensee shall indemnify, defend and save harmless Railroad, its parents, affiliates and subsidiaries, and the respective shareholders, directors, officers and employees of each (hereinafter collectively the “Railroad Indemnitees”),_ from and against, and shall pay, all expenses, damages, penalties, and claims, including without limitation reasonable counsel fees, that may arise from, or be imposed because of the failure of Licensee to comply with this Section.

Section 4. LIABILITY/INDEMNITY.

4.1 Licensee hereby assumes risk of and agrees to indemnify, defend, protect and save the Railroad Indemnitees harmless from and against (a) injury to or death of any person or persons whomsoever, including but not limited to the agents, employees or contractor(s) of the parties hereto, and (b) the loss or damage to any property whatsoever, including property claims, demands, suits, judgments or expenses incurred in connection therewith, resulting from or arising out of the acts or omissions of Licensee, its agents, employees or contractor(s), or resulting from, arising out of, or occurring in connection with the entry or presence of Licensee, its agents, employees or contractor(s) on the Property, or resulting from, arising out of, or occurring in connection with the performance or execution of the Work performed under this Agreement or incidental thereto, regardless of any negligence on the part of Licensee or Railroad. THE INDEMNITY PROVIDED IN THIS SECTION 4 IS

SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR 6 FORM ROE-09-2020 Permit No. SJVR251034272

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OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE

ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 SHALL

NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS AVAILABLE UNDER WORKERS’ OR WORKMEN’S COMPENSATION ACTS, DISABILITY ACTS OR EMPLOYEE BENEFITS ACTS.

4.2 IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ADDITIONALLY, THE TERM “RAILROAD INDEMNITEES” AS USED IN THIS SECTION 4 SHALL

INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND

OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOF.

Section 5. INSURANCE.

Licensee agrees to comply with the INSURANCE REQUIREMENTS FOR CONTRACTOR RIGHT-OF-ENTRY LICENSE AGREEMENTS attached hereto as Exhibit C and incorporated herein by reference and shall provide the required Certificate of Insurance to Railroad with return of the signed duplicate original of this Agreement prior to the commencement of the Work.

Section 6. NOTIFICATION.

Licensee shall promptly notify the Chief Engineer of any loss, damage, injury or death arising out of or in connection with the Work.

Section 7. RESTORATION.

Upon completion of the Work or the termination or expiration of this Agreement, Contractor shall promptly remove from the Property all tools, equipment and materials placed thereon by Contractor. Contractor shall restore the Property to the same state and condition as when Contractor first entered thereon and shall leave the Property in a condition satisfactory to the Chief Engineer or the Representative.

Section 8. TERM/TERMINATION.

This Agreement and the permission conferred, and the license granted by it does not constitute a grant of permanent easement and shall terminate upon completion of the Work or at midnight 60 calendar days following the Effective Date, whichever occurs first, unless extended in writing by Railroad. Notwithstanding the foregoing, Railroad shall have the right to terminate this Agreement and the license granted hereunder immediately if Licensee defaults on any of the terms and/or conditions set forth herein.

Section 9. COMPLIANCE AND DOCUMENTATION.

Licensee agrees, and shall cause its agents, employees and contractor(s), to (a) understand and comply with the terms and conditions of this Agreement, (b) carry a copy of this Agreement at all times while on the Property, and (c) promptly present the copy of this Agreement to any employee of Railroad upon request. 7 FORM ROE-09-2020 Permit No. SJVR251034272

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Section 10. RAILROAD CONTACT INFORMATION.

The Railroad's Chief Engineer is:

Marcus Campione
1855 W. Baseline Rd, Suite 200
Mesa, AZ 85202
The Railroad's Representative is:

Roadmaster, Jose Duque
1855 W. Baseline Rd, Suite 200
Mesa, AZ 85202
559.967.8149
Railroad EMERGENCY Phone Number: (866) 527-3499
Reference Location: San Joaquin Valley Railroad Co. Subdivision Riverdale Milepost 191.97 Section 11. FEE.

Upon execution of this Agreement, Licensee shall pay Railroad the sum of $1750 toward the cost of preparing this Agreement and for the privileges granted to the Licensee.

Section 12. NON-WAIVER.

If either party fails to enforce its respective rights under this Agreement, or fails to insist upon the performance of the other party’s obligations hereunder, such failure shall not be construed as a permanent waiver of any rights or obligations in this Agreement.

Section 13. APPLICABLE LAW.

This Agreement shall be governed by and construed under the laws of the State of CA, without regard to the choice of law provisions thereof.

Section 14. ASSIGNMENT.

Licensee shall not assign this Agreement without the prior written consent of Railroad, which consent may be granted or withheld at Railroad’s sole discretion. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.

Section 15. INTERPRETATION/SEVERABILITY.

To the maximum extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this Agreement.

Section 16. COUNTERPARTS.

This Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and counterparts of this Agreement may also be exchanged electronically and any electronic facsimile of any party’s signature shall be deemed to be an original signature for all purposes.
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Section 17. HEADINGS.

The headings of the sections of this Agreement are inserted for convenience only and are not intended to govern, limit or aid in the construction of any term or provision of this Agreement.

Section 18. CONSTRUCTION OF TERMS.

The terms of this Agreement have been arrived at after mutual negotiation and, therefore, it is the intention of the Parties that its terms not be construed against any of the Parties by reason of the fact that it was prepared by one of the Parties.

Section 19. CONFIDENTIALITY.

The parties shall not disclose the terms of this Agreement to a third party (a) other than as required by law so long as such party required to disclose the terms of this Agreement under applicable law provides the other party with prior written notice of such requirement, or (b) as otherwise agreed in writing between the parties.

Notwithstanding the foregoing, the parties may disclose the terms and conditions of the Agreement to (1) a parent, subsidiary or affiliated company; or (2) to their lawyers and consultants, including but not limited to its auditors, provided that all such parties agree to maintain the confidentiality of such information in accordance with the terms of this provision. If any party violates this paragraph, any adversely affected party may cancel this Agreement without penalty and exercise any available remedies under applicable law. [Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

RAILROAD: LICENSEE:

San Joaquin Valley Railroad Co. City of San Joaquin
By: By:

Name: Name:

Its: Its:
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EXHIBIT A

DESCRIPTION OF PROPERTY
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EXHIBIT B

ROADWAY WORKER PROTECTION TRAINING POLICY
A. In order to maintain the integrity and security of the Property and Railroad’s operations, prior to each employee of Licensee and its contractor entering upon the Property (each a “Licensee Applicant”), Licensee shall cause its employees, and shall cause its contractor to require its employees, to successfully complete the Genesee & Wyoming Inc. Roadway Worker Training Program (the “Program”) on an annual basis to be administered by Roadway Worker Training, Inc. (the “Program Administer”), at the sole cost and expense of the Licensee or contractor, as the case may be (the current cost of which is $75.00 USD per Licensee Applicant). The Program shall be available via the internet and instructions to access the Program set forth in Paragraph K.

B. Upon completion of the Program, the Licensee Applicant shall be required to satisfactorily complete a test administered by the Program Administer. The Program Administer shall be responsible for scoring such test and verifying whether the Licensee Applicant satisfies the requirements of Railroad to perform work on the Property. Any Licensee Applicant who fails to achieve a satisfactory score or who refuses to complete such test shall not be permitted to enter the Property.

C. When a satisfactory score is achieved by the Licensee Applicant, the Program Administrator shall furnish a certificate (the “Certificate”) to the business address of Licensee or its contractor, as the case may be, for distribution to the Licensee Applicant. Until receipt of the Certificate from the Program Administrator, the Licensee Applicant shall print a temporary certificate authorizing the Licensee Applicant’s access to the Property.

D. For the avoidance of doubt, satisfactory completion of the Program as evidenced by receipt of a Certificate does not in itself grant permission to the Licensee Applicant to enter the Property, except as expressly permitted under and in strict compliance with the terms of the Agreement.

E. The Licensee Applicant shall be responsible for carrying the Certificate at all times when on the Property.

F. All communications regarding Licensee Applicants, the Program, or any other matters described in this Exhibit B should be addressed to:

Kyle Baker
GWI Safety Department
13901 Sutton Park Drive South, Suite 270
Jacksonville, FL 32224
[email protected]
(904) 999-3356
G. Licensee and its contractor shall be responsible for managing and recovering Certificates from their employees who resign, retire or are terminated.

H. Notwithstanding the receipt of a Certificate by a Licensee Applicant, Railroad reserves the right to reject any Licensee Applicant from entering upon the Property in Railroad’s sole discretion in accordance with:
i) Genesee & Wyoming Inc. Code of Ethics and Conduct,
ii) Genesee & Wyoming Inc. Contractor Safety Rules, or
iii) upon failure to comply with the terms and conditions of the Agreement and all applicable laws.

I. To the extent that any portion of the requirements set forth in this Exhibit B violates any law, ordinance, statute or regulation that portion shall be ignored and the Licensee or contractor, as the case may be, 12 FORM ROE-09-2020 Permit No. SJVR251034272

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shall comply with all remaining portions of Railroad’s Roadway Protection Training Policy, the Program or the related application process.

J. Licensee or its contractor, as the case may be, shall be primarily responsible for enforcement of the Program; provided, however, that both Railroad and the Federal Railroad Administration reserve the right to audit Licensee and its contractor, as the case may be, for compliance with the Program and Railroad’s Roadway Protection Training Policy. Should a Licensee or its contractor, as applicable, be found out of compliance, any and all fines or penalties incurred by Railroad due to such non-compliance shall be the sole obligation of the Licensee.

K. To access the G&W Roadway Worker Protection Training for Railroad Contractors Course on the RWT On-Line please follow these instructions:
• Start at website:
https://www.bistrainer.com/store/railpros-store/productdetails/genesee-and-wyoming-roadwayworker-protection-for-contractors-training • Click on the “On-Line Courses” button
• Select the G&W course by clicking on the course name
• On the right hand side of the page select “New User Registration” • Fill out all of the fields on the registration page and submit • You will receive a username and password via email
• After receiving the username and password go back to the On-Line Courses page and select the G&W course again
• Complete the registration process and training.
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EXHIBIT C

INSURANCE REQUIREMENTS FOR RIGHT-OF-ENTRY LICENSE AGREEMENT (a) The Licensee shall, at its own cost and expense, prior to entry onto the Property or the commencement of any work pursuant to this Agreement, procure and thereafter maintain throughout the term of this Agreement the following types and minimum amounts of insurance:
(i) The Licensee shall maintain Public Liability or Commercial General Liability Insurance (“CGL”), including Contractual Liability Coverage and CG 24 17 “Contractual Liability – Railroads” endorsement, covering all liabilities assumed by the Licensee under this Agreement, without exception or restriction of any kind, with a combined single limit of not less than Two Million Dollars ($2,000,000) for Bodily Injury and/or Property Damage Liability per occurrence, and an aggregate limit of not less than Six Million Dollars ($6,000,000) per annual policy period.

Such insurance policy shall be endorsed to provide a Waiver of Subrogation in favor of the Railroad Indemnitees and shall name the Railroad Indemnitees as Additional Insureds. An Umbrella or Excess policy may be utilized to satisfy the required limits of liability under this section but must “follow form” and afford no less coverage than the primary policy. (ii) The Licensee shall maintain Commercial Automobile Insurance for all owned, non-owned and hired vehicles with a combined single limit of not less than One Million Dollars ($1,000,000) for Bodily Injury and/or Property Damage Liability per occurrence. Such insurance policy shall be endorsed to provide a Waiver of Subrogation in favor of the Railroad Indemnitees and shall name the Railroad Indemnitees as Additional Insureds. (iii) The Licensee shall maintain Statutory Workers’ Compensation and Employers’ Liability Insurance for its employees (if any) with minimum limits of not less than One Million Dollars ($1,000,000) for Bodily Injury by Accident, Each Accident; One Million Dollars ($1,000,000) for Bodily Injury by Disease, Policy Limit; One Million Dollars ($1,000,000) for Bodily Injury by Disease, Each Employee. Such insurance policy shall be endorsed to provide a Waiver of Subrogation in favor of the Railroad Indemnitees. (iv) Prior to construction within 50’ of the railroad tracks, the Licensee shall purchase Railroad Protective Liability Insurance naming the Railroad Indemnitees as the named insured with limits of Two Million Dollars ($2,000,000) each occurrence and Six Million Dollars ($6,000,000) aggregate limit. The policy shall be issued on a standard ISO form CG 00 35 12 03 or, if available, obtain such coverage from the Railroad. (b) The following general insurance requirements shall apply:
(i) The specified insurance policies must be affected under standard form policies underwritten by insurers licensed in the state where work is to be performed and carry a minimum Best’s rating of “A-” and size “Class VII” or better. The Railroad reserves the right to reject as inadequate any insurance coverage provided by an insurer that is rated less than the ratings specified in this section.
(ii) All coverages shall be primary and non-contributory to any insurance coverages maintained by the Railroad Indemnitees.
(iii) All insurance policies shall be endorsed to provide the Railroad with thirty (30) days prior written notice of cancellation, non-renewal or material changes. (iv) The Licensee shall provide the Railroad with certificates of insurance evidencing the insurance coverages, terms and conditions required prior to commencement of any activities on or about the Property. Said 14 FORM ROE-09-2020 Permit No. SJVR251034272

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certificates should reference this Contractor Right of Entry License Agreement by agreement date and description and shall be furnished to the Railroad at the following address, or to such other address as the Railroad may hereafter specify:

San Joaquin Valley Railroad Co.

C/O Genesee & Wyoming Railroad Services, Inc.
13901 Sutton Park Drive South, Suite 270
Jacksonville, FL 32224
(v) If any policies providing the required coverages are written on a Claims-Made basis, the following shall apply:
(1) The retroactive date shall be prior to the commencement of the work;
(2) The Licensee shall maintain such policies on a continuous basis; (3) If there is a change in insurer or policies are canceled or not renewed, the Licensee shall purchase an extended reporting period of not less than three (3) years after the contract completion date; and (4) Licensee shall arrange for adequate time for reporting of any loss under this Agreement.
(c) The Railroad may require the Licensee to purchase additional insurance if the Railroad reasonably determines that the amount of insurance then being maintained by the Licensee is insufficient in light of all relevant factors. If the Licensee is required to purchase additional insurance, the Railroad will notify the Licensee. Failure of the Licensee to comply within thirty (30) days shall be considered a default subject to termination of the Agreement.
(d) Furnishing of insurance by the Licensee shall not limit the Licensee’s liability under this Agreement but shall be additional security therefor.
(e) The above indicated insurance coverages shall be enforceable by any legitimate claimant after the termination or cancellation of this Agreement, or any amendment hereto, whether by expiration of time, by operation of law or otherwise, so long as the basis of the claim against the insurance company occurred during the period of time when the Agreement was in effect and the insurance was in force. (f) Failure to provide the required insurance coverages or endorsements (including contractual liability endorsement) or adequate reporting time shall be at Licensee’s sole risk. (g) If contractors are utilized, the Licensee agrees to require all such contractors to comply with the insurance requirements of this Exhibit C.
15 FORM ROE-09-2020 Permit No. SJVR251034272

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EXHIBIT D

APPLICABLE EXHIBIT D PER RAILROAD REGION WILL BE PROVIDED BY FLAGGING

COORDINATOR UPON EXECUTION
16 FORM ROE-09-2020 Permit No. SJVR251034273

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CONTRACTOR RIGHT OF ENTRY LICENSE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made as of _________________, 2026, (the “Effective Date”), by and between San Joaquin Valley Railroad Co. (“Railroad”) and City of San Joaquin (“Licensee”).

WITNESSETH:

Section 1. LOCATION/PAYMENT/WORK PRACTICES:

1.1 Railroad hereby conveys to Licensee the limited right and permission to enter upon the Railroad’s property located at or near Milepost 192.13, Riverdale Subdivision, Latitude: 36.603333, Longitude: -120.183611 located in SAN JOAQUIN, in the County of FRESNO, State of CA as reflected on the map attached hereto as Exhibit A and incorporated herein by reference (the “Property”) for the purpose of Licensee, through its employees, agents or contractors to ACCESS TO INSTALL UNDERGROUND WATER PIPELINE CROSSING 20" CASING 12" CARRIER COVERED UNDER UPRR 0771281 (the “Work”); and

Section 2. PRIOR NOTICE/FLAGGING/OTHER CONDITIONS.

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2.6 Licensee shall implement and enforce a safety program conforming to all applicable requirements of federal, state and local laws, rules and regulations.

Section 3. LEGAL COMPLIANCE.

Section 4. LIABILITY/INDEMNITY.

SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR 18 FORM ROE-09-2020 Permit No. SJVR251034273

Page 3 of 12 ends

OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE

ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 SHALL

4.2 IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ADDITIONALLY, THE TERM “RAILROAD INDEMNITEES” AS USED IN THIS SECTION 4 SHALL

INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND

OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOF.

Section 5. INSURANCE.

Section 6. NOTIFICATION.

Licensee shall promptly notify the Chief Engineer of any loss, damage, injury or death arising out of or in connection with the Work.

Section 7. RESTORATION.

Section 8. TERM/TERMINATION.

Section 9. COMPLIANCE AND DOCUMENTATION.

Section 10. RAILROAD CONTACT INFORMATION.

The Railroad's Chief Engineer is:

Marcus Campione
1855 W. Baseline Rd, Suite 200
Mesa, AZ 85202
19 FORM ROE-09-2020 Permit No. SJVR251034273

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The Railroad's Representative is:

Upon execution of this Agreement, Licensee shall pay Railroad the sum of $1750 toward the cost of preparing this Agreement and for the privileges granted to the Licensee.

Section 12. NON-WAIVER.

Section 13. APPLICABLE LAW.

This Agreement shall be governed by and construed under the laws of the State of CA, without regard to the choice of law provisions thereof.

Section 14. ASSIGNMENT.

Section 15. INTERPRETATION/SEVERABILITY.

Section 16. COUNTERPARTS.

Section 17. HEADINGS.

The headings of the sections of this Agreement are inserted for convenience only and are not intended to govern, limit or aid in the construction of any term or provision of this Agreement. 20 FORM ROE-09-2020 Permit No. SJVR251034273

Page 5 of 12 ends

Section 18. CONSTRUCTION OF TERMS.

Section 19. CONFIDENTIALITY.

Page 6 of 12 ends

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

RAILROAD: LICENSEE:

San Joaquin Valley Railroad Co. City of San Joaquin
By: By:

Name: Name:

Its: Its:
22 FORM ROE-09-2020 Permit No. SJVR251034273

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EXHIBIT A

DESCRIPTION OF PROPERTY
23 FORM ROE-09-2020 Permit No. SJVR251034273

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EXHIBIT B

E. The Licensee Applicant shall be responsible for carrying the Certificate at all times when on the Property.

F. All communications regarding Licensee Applicants, the Program, or any other matters described in this Exhibit B should be addressed to:

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shall comply with all remaining portions of Railroad’s Roadway Protection Training Policy, the Program or the related application process.

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EXHIBIT C

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San Joaquin Valley Railroad Co.

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EXHIBIT D

APPLICABLE EXHIBIT D PER RAILROAD REGION WILL BE PROVIDED BY FLAGGING

COORDINATOR UPON EXECUTION
28 FORM ROE-09-2020 Permit No. SJVR251034274

Page 1 of 12 ends

CONTRACTOR RIGHT OF ENTRY LICENSE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made as of __________________, 2026, (the “Effective Date”), by and between San Joaquin Valley Railroad Co. (“Railroad”) and City of San Joaquin (“Licensee”).

WITNESSETH:

Section 1. LOCATION/PAYMENT/WORK PRACTICES:

1.1 Railroad hereby conveys to Licensee the limited right and permission to enter upon the Railroad’s property located at or near Milepost 191.74, Riverdale Subdivision, Latitude: 36.607095, Longitude: -120.188748 located in SAN JOAQUIN, in the County of FRESNO, State of CA as reflected on the map attached hereto as Exhibit A and incorporated herein by reference (the “Property”) for the purpose of Licensee, through its employees, agents or contractors to ACCESS TO INSTALL UNDERGROUND WATER PIPELINE CROSSING 18" CASING 6" CARRIER COVERED UNDER UPRR 0799670 (the “Work”); and

Section 2. PRIOR NOTICE/FLAGGING/OTHER CONDITIONS.

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2.6 Licensee shall implement and enforce a safety program conforming to all applicable requirements of federal, state and local laws, rules and regulations.

Section 3. LEGAL COMPLIANCE.

Section 4. LIABILITY/INDEMNITY.

SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR 30 FORM ROE-09-2020 Permit No. SJVR251034274

Page 3 of 12 ends

OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE

ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 SHALL

4.2 IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ADDITIONALLY, THE TERM “RAILROAD INDEMNITEES” AS USED IN THIS SECTION 4 SHALL

INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND

OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOF.

Section 5. INSURANCE.

Section 6. NOTIFICATION.

Licensee shall promptly notify the Chief Engineer of any loss, damage, injury or death arising out of or in connection with the Work.

Section 7. RESTORATION.

Section 8. TERM/TERMINATION.

Section 9. COMPLIANCE AND DOCUMENTATION.

Section 10. RAILROAD CONTACT INFORMATION.

The Railroad's Chief Engineer is:

Marcus Campione
1855 W. Baseline Rd, Suite 200
Mesa, AZ 85202
31 FORM ROE-09-2020 Permit No. SJVR251034274

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The Railroad's Representative is:

Upon execution of this Agreement, Licensee shall pay Railroad the sum of $1750 toward the cost of preparing this Agreement and for the privileges granted to the Licensee.

Section 12. NON-WAIVER.

Section 13. APPLICABLE LAW.

This Agreement shall be governed by and construed under the laws of the State of CA, without regard to the choice of law provisions thereof.

Section 14. ASSIGNMENT.

Section 15. INTERPRETATION/SEVERABILITY.

Section 16. COUNTERPARTS.

Section 17. HEADINGS.

Page 5 of 12 ends

Section 18. CONSTRUCTION OF TERMS.

Section 19. CONFIDENTIALITY.

Page 6 of 12 ends

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

RAILROAD: LICENSEE:

San Joaquin Valley Railroad Co. City of San Joaquin
By: By:

Name: Name:

Its: Its:
34 FORM ROE-09-2020 Permit No. SJVR251034274

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EXHIBIT A

DESCRIPTION OF PROPERTY
35 FORM ROE-09-2020 Permit No. SJVR251034274

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EXHIBIT B

E. The Licensee Applicant shall be responsible for carrying the Certificate at all times when on the Property.

F. All communications regarding Licensee Applicants, the Program, or any other matters described in this Exhibit B should be addressed to:

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shall comply with all remaining portions of Railroad’s Roadway Protection Training Policy, the Program or the related application process.

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EXHIBIT C

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San Joaquin Valley Railroad Co.

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EXHIBIT D

APPLICABLE EXHIBIT D PER RAILROAD REGION WILL BE PROVIDED BY FLAGGING

COORDINATOR UPON EXECUTION
40 FORM ROE-09-2020 Permit No. SJVR251034275

Page 1 of 12 ends

WITNESSETH:

Section 1. LOCATION/PAYMENT/WORK PRACTICES:

Section 2. PRIOR NOTICE/FLAGGING/OTHER CONDITIONS.

Page 2 of 12 ends

2.6 Licensee shall implement and enforce a safety program conforming to all applicable requirements of federal, state and local laws, rules and regulations.

Section 3. LEGAL COMPLIANCE.

Section 4. LIABILITY/INDEMNITY.

SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR 42 FORM ROE-09-2020 Permit No. SJVR251034275

Page 3 of 12 ends

OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE

ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 SHALL

4.2 IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ADDITIONALLY, THE TERM “RAILROAD INDEMNITEES” AS USED IN THIS SECTION 4 SHALL

INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND

OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOF.

Section 5. INSURANCE.

Section 6. NOTIFICATION.

Licensee shall promptly notify the Chief Engineer of any loss, damage, injury or death arising out of or in connection with the Work.

Section 7. RESTORATION.

Section 8. TERM/TERMINATION.

Section 9. COMPLIANCE AND DOCUMENTATION.

Section 10. RAILROAD CONTACT INFORMATION.

The Railroad's Chief Engineer is:

Marcus Campione
1855 W. Baseline Rd, Suite 200
Mesa, AZ 85202
43 FORM ROE-09-2020 Permit No. SJVR251034275

Page 4 of 12 ends

The Railroad's Representative is:

Upon execution of this Agreement, Licensee shall pay Railroad the sum of $1750 toward the cost of preparing this Agreement and for the privileges granted to the Licensee.

Section 12. NON-WAIVER.

Section 13. APPLICABLE LAW.

This Agreement shall be governed by and construed under the laws of the State of CA, without regard to the choice of law provisions thereof.

Section 14. ASSIGNMENT.

Section 15. INTERPRETATION/SEVERABILITY.

Section 16. COUNTERPARTS.

Section 17. HEADINGS.

Page 5 of 12 ends

Section 18. CONSTRUCTION OF TERMS.

Section 19. CONFIDENTIALITY.

Page 6 of 12 ends

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

RAILROAD: LICENSEE:

San Joaquin Valley Railroad Co. City of San Joaquin
By: By:

Name: Name:

Its: Its:
46 FORM ROE-09-2020 Permit No. SJVR251034275

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EXHIBIT A

DESCRIPTION OF PROPERTY
47 FORM ROE-09-2020 Permit No. SJVR251034275

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EXHIBIT B

E. The Licensee Applicant shall be responsible for carrying the Certificate at all times when on the Property.

F. All communications regarding Licensee Applicants, the Program, or any other matters described in this Exhibit B should be addressed to:

Page 9 of 12 ends

shall comply with all remaining portions of Railroad’s Roadway Protection Training Policy, the Program or the related application process.

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EXHIBIT C

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San Joaquin Valley Railroad Co.

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EXHIBIT D

APPLICABLE EXHIBIT D PER RAILROAD REGION WILL BE PROVIDED BY FLAGGING

COORDINATOR UPON EXECUTION
52 STAFF REPORT
Date: March 12, 2026
TO: Mayor and Councilmembers
FROM: Mario Gouveia, City Engineer
REVIEWED BY: Elizabeth Cabrera, City Manager
SUBJECT:

Consider and approve a Utility Construction Observation Agreement with Railpros Field Services, Inc. to perform construction observation services during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreement.

RECOMMENDATION:

Staff recommends the City Council of the City of San Joaquin adopt Resolution No. 2026-08 Approving a Utility Construction Observation Agreement with Railpros Field Services, Inc. to perform construction observation services during the installation of the proposed waterline crossings within the Railroad property at various locations for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C Phase 2, and Authorizing the City Manager to Execute the Agreement.

BACKGROUND:

Construction includes the installation of water treatment facilities for manganese removal and pipeline replacement at various locations throughout the City.

As part of the pipeline replacement for the project, there are four locations where the proposed waterlines will be crossing the Railroad property. The City has already obtained pipeline crossing agreements from Union Pacific Railroad to allow for the installation of these improvements. These Union Pacific Railroad agreements require the City to utilize Railpros Field Services, Inc. for construction observation during construction and installation of the proposed facilities within the Railroad right of way.

DISCUSSION:
53 The purpose of the Utility Construction Observation Agreement is for the City of San Joaquin and Railpros Field Services, Inc., to enter into an agreement to fulfill the requirements of the Union Pacific Railroad agreements.

Union Pacific Railroad (Owner of the railroad right of way) requires the use of approved inspectors for any work within their right of way. The railroad crossing agreements listed Railpros Field Services, Inc., as the approved inspector for this project. The attached Utility Construction Observation Agreement would authorize Railpros Field Services, Inc. to perform construction observation during construction and installation of the City’s water pipelines within the Railroad right of way. The exclusive use of Railpros Field Services, Inc. for construction observation services for this project is a condition of the Union Pacific Railroad crossing agreements.

The Railpros Field Services, Inc. agreement does not provide a contract amount but does provide standard rates for mobilization, unit daily costs and surcharge fees. City staff estimates the billable time for this agreement at 40 days.

FISCAL IMPACT:

The estimated cost for construction observation performed by Railpros Field Services is $85,000.00. Services will be invoiced based on the rate schedule included in the agreement.

These expenditures are reimbursable under the existing DWSRF Construction Grant.

ATTACHMENTS:

Resolution 2026-08
Railpros Field Services, Inc. – Utility Construction Observation Agreement 54

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RESOLUTION NO. 2026-08

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JOAQUIN

APPROVING A UTILITY CONSTRUCTION OBSERVATION AGREEMENT WITH RAILPROS FIELD SERVICES, INC. TO PERFORM CONSTRUCTION

OBSERVATION SERVICES DURING THE INSTALLATION OF THE PROPOSED

WATERLINE CROSSINGS WITHIN THE RAILROAD PROPERTY AT VARIOUS LOCATIONS FOR THE WELL #3 & WELL #5 MANGANESE REMOVAL SYSTEM PROJECT NO. 1010034-004C AND THE WELL #4 & WELL #6 MANGANESE REMOVAL SYSTEM PROJECT NO. 1010034-005C, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, the City of San Joaquin (City) applied for and received a Funding Agreement from the California State Water Resources Control Board for the purpose of the construction of Well #3 & Well #5 Manganese Removal System Project and Well #4 & Well #6 Manganese Removal System Project; and
WHEREAS, the project has been awarded and construction began in March 2025; and WHEREAS, there are four locations where the proposed waterline improvements will be crossing within the Union Pacific Railroad property; and WHEREAS, the City obtained pipeline crossing agreements from Union Pacific Railroad for each crossing and the agreements require construction observation services to be performed by Railpros Field Services, Inc.; and
WHEREAS, the City received a Utility Construction Observation Agreement from Railpros Field Services, Inc. for construction observation services during construction and installation of the proposed improvements within the Railroad property; and WHEREAS, the services performed by Railpros Field Services, Inc. will be invoiced per the rate schedule included in the Agreement; and
WHEREAS, the City Council desires to utilize Railpros Field Services, Inc. as the Union Pacific Railroad approved inspector for this project and comply with the railroad crossing agreement conditions.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Joaquin as follows:

1. The above recitals are true and correct findings of the San Joaquin City Council.

2. Adopts Resolution 2026-08 approving the Utility Construction Observation Agreement with Railpros Field Services, Inc. for construction observation services for work taking place within the Railroad property for the Well #3 & Well #5 Manganese Removal System Project No. 1010034-004C and the Well #4 & Well #6 Manganese Removal System Project No. 1010034-005C.
55

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3. Authorizes the City Manager to execute the agreement.

4. This Resolution will become effective immediately.

Passed and adopted this 12th day of March, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
___________________________
Adam Flores-Cornejo, Mayor
of the City of San Joaquin
ATTEST:

Page 1 of 4 ends

RailPros Field Services, Inc.

Utility Construction Observation Agreement
THIS AGREEMENT (“Agreement”) is made and entered into as of ________________, 2026 by and between City of San Joaquin (“Company”), located in San Joaquin, CA and RailPros Field Services, Inc. (“RPFS”), located at Irving, Texas. RPFS is a consultant to Union Pacific Railroad (“UPRR”).

A. General Background

1. Company isinterested in performing a utility construction project that crosses UPRR’s real property, trackage, or other facilities per an executed agreement between City of San Joaquin and UPRR, referred to as Project No(s). 0771280, 0771281, 0799670, & 0799671, in which the Company is included in the definition of Licensee (the “Project”).

UPRR requires the Company to utilize the services of RPFS to 1) observe these services and communicate with UPRR regarding the status of the work and any issues that arise that may impact UPRR or not meet UPRR’s executed utility agreement.

B. Services

1. Utility Construction Observation. The Company is required to utilize the services of RPFS to observe the work being performed on the Project by Company and its contractors and to communicate with UPRR regarding issues that may arise during the Project. RPFS’ services do not include supervision or direction of the means, methods, or actual work of Company or its contractors.

C. RPFSNon-Responsibility

1. The presence of RPFS observers on site will not relieve Company of its responsibilities to comply with the terms of UPRR permit agreement and the required specifications. RPFS will not be responsible for job or site safety or security on the Project.

2. RPFS shall not be responsible for delays caused by Company’s failure to furnish necessary information promptly as requested, or for delays resulting from faulty equipment or late, slow, or faulty performance by Company, other contractors orsub-consultants of Company, or government agencies whose performance of work is precedent to or concurrent with the performance of RPFS’ observation of Company’s work.

3. RPFS shall not be in default or be responsible for damages due to any delays in the performance of the work for any reason other than for RPFS’ negligence or misconduct, and RPFS shall be entitled to additional compensation for any such non-culpable delay. Any such adjustments to the project duration and compensation shall be put in writing in the form of an invoice issued to Company upon determination of same.

D. Company Responsibilities

1. In accordance with generally accepted construction practices, Company will be solely responsible for working conditions on the job site, including security and safety of all persons and property during the Project, and compliance with UPRR safety requirements, localsafety requirements andOccupational Safety and Health Administration (OSHA) regulations. This requirement shall apply continuously and not be limited to normal working hours.

E. Compensation

1. Company shall compensate RPFS at the rate or rates shown below for the duration of the project.

Compensation will be paid based on the Project Fee, which is defined by the actual number of days worked multiplied by the daily rate stipulated in this section plus any mobilization fees. Invoices are submitted upon completion of the project or at month end. On-going jobs are billed on a monthly basis. Payments of invoices are due upon receipt, within 30 days. Invoices are subject to a 1% fee for every 30 days the payment is delinquent. 57

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The daily ratesforsaid services to be provided under this Agreement are based on eight (8) hours per day and will be as follows:
• Mobilization/Administrative Fee………….$1,000 per Observer Required (each project number(s) will incur a fee for travel and administrative costs per Observer). 24 Hour continuous work requires two Observers.

Project must be cancelled 4 business days prior to the scheduled start date to avoid additional mobilization fee. Cancellations and release of field staff must be made in writing to [email protected].

Multiple mobilization fees or additional labor fees will be charged if the project cannot be constructed in consecutive days (Monday through Saturday is considered a work week) or if there is any delay during installation.
• Construction Observation Fees……………$1,500/Standard 8-hour day. Overtime rate after 8 hours is $225 per hour (all scheduling requests require a minimum 10-business days’ notification). • Surcharge Fee………………………………………Activity in certain regions of the U.S. has created high demand for hotel rooms and increased related travel costs. The Project falls within such a region, therefore a surcharge of $300.00 per day will be added to the invoice.

2. RPFS has the right to invoice for fees to cover necessary costs whenever a Project is terminated by the owner, applicant, or agent or when the project isinstalled in absence of RPFS’s Utility construction observation services when required by UPRR.

F. Commencement Date and Term of Services

1. RPSF’services will begin upon acceptance ofthis Agreement by Company and shall continue through completion of the Project impacting UPRR Right-of-Way.

2. This Agreement has been executed by the authorized representatives of the parties and is intended to create a binding contractualrelationship.

3. This Agreement shall take precedence over other documents, purchase orders, work orders that may be issued and/or signed after this Agreement. In no event, shall the terms and conditions in any RPFS or Company purchase order, work order, or similar document issued after the signing of this Agreement govern over this Agreement.

4. The terms of this Agreement shall automatically renew each year unless either party has terminated the agreement as per Article 6 of the Standard Provisions. RPFS reserves the right to modify the agreement terms at any time by written instrument to the Company. Agreement modifications will not take effect until such time any current project(s) with the Company is finished and a signed copy of the modified written instrument is returned by the Company to RPFS. RPFS reserves the right to not begin any new projects until a signed copy of the written instrument isreturned.

G. Standard Provisions of Agreement for ProfessionalServices

1. The attached Standard Provisions of RPFS’ Utility Construction Observation Agreement shall apply to the services provided under this Agreement.
58

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RailPros Field Services, Inc. City of San Joaquin
By: By:
[Authorized Representative] [Authorized Representative] By:____________________________
[Print Name]
Title: _______________________
By:______________________________
[Print Name]
Title:

Date: Date:
59

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STANDARD PROVISIONS OF RPFS’

OBSERVATION AGREEMENT
The Company and RailPros Field Services, Inc. (“RPFS”), agree that the following provisions shall be part of thisAgreement.

1. The Company shall designate an individual with authority to act on behalf of the Company as to all aspects of the Project and shall give prompt written notice to RPFS if the Company becomes aware of any problems with the Project and shall otherwise fully cooperate as may be required or appropriate in connection with theProject.

2. RPFS’ services shall be performed in a manner consistent with that degree of skill and care typically exercised by similar professionals performing similar services under the same or similar circumstances and conditions. RPFS makes no other representations or any warranties, whether expressed or implied, with respect to the services rendered hereunder.

3. In no event, shall any statute of limitations commence to run any later than the date when RPFS’ services are substantially completed and any cause of action against RPFS arising from or pertaining to this Agreement must be initiated no later than two (2) years after the date when RPFS’ services are substantially completed.

4. In no event, shall RPFS be liable for consequential damages, including lost profits, loss of investment or other incidental damages.

5. Compensation payable to RPFS pursuant to this Agreement shall be in addition to taxes (except income taxes) that may be assessed against RPFS by any state or political subdivision directly on services performed or paymentsforservices performed byRPFS. Such taxes that RPFS may be required to collect or pay shall be added by RPFS to invoices submitted to the Company pursuant to this Agreement.

6. This Agreement may be terminated by either Company or RPFS upon thirty (30) days written notice for any or no reason. Either party may terminate this Agreement upon three days’ notice in the event of a material breach of the Agreement by the other party. Company expressly agrees to hold RPFS harmless from any liability arising out of RPFS’ termination of its services hereunder. In the event of termination of this Agreement, Company shall promptly pay RPFS for all of the services performed by RPFS prior to the termination of the Agreement.

All fees paid are deemed earned.

7. Neither the Company nor RPFS shall assign its interest in this Agreement without the written consent of the other. The services to be provided pursuant to this Agreement are being performed solely for the benefit of the Company and UPRR and no benefit is meant to be conferred upon any other person or entity, and no such person or entity should rely upon RPFS’ performance of its services to the Company; and, no claim against RPFS shall accrue to any contractor, subcontractor, owner, officer, director, consultant, engineer, supplier, fabricator, manufacturer, lender, tenant, surety, or any other thirdparty as a result of this Agreement or the performance or nonperformance of services on this Project.

8. Unless otherwise provided by specific agreement, RPFS shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances at the project site.

9. The Company agrees to indemnify and hold RPFS harmless to the same extent the Company agreed to indemnify and hold UPRR harmless in its agreement with UPRR regarding this Project. If the Company lists UPRR as an additional insured on its insurance policy, the Company also agrees to similarly list RPFS as an additional insured on its insurance policy as well.

10. To the extent any damage or claim is covered by insurance during performance of this Agreement, the Company and RPFS waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of suchinsurance. The Company or RPFS, as applicable, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein.

11. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation prior to the commencement of any legal or arbitration proceeding as a condition precedent to the right to recover attorney fees in any proceeding. The mediator shall be jointly selected by the Company and RPFS. The mediator’s fees shall be shared equally and shall be held at the location selected by the mediator.

12. Equal Opportunity. RPFS shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status ordisability

13. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
14 This Agreement is the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all previous agreements, negotiations or understandings, written or oral, between the Parties. The parties hereto declare and represent that no promises, inducements, representations, warranties or other agreements, whether express or implied, not contained herein, have been made, and further declare and represent that they have not executed this Agreement in reliance upon any such promise, inducement, representation, warranty or other agreement not contained herein.
15, This Agreement may only be modified, amended or supplemented in a writing executed by the Parties hereto.

16. No term or provision of this Agreement shall be deemed waived, and no breach or default shall be deemed excused, unless such waiver, consent or excuse is in writing, and signed by the Parties hereto. A waiver by a Party hereto of any breach or default by the other Party to this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach or default hereunder by the other Party.

17. In case any one or more of the provisions in this Agreement should be declared by a court, arbitrator, or governmental agency or department to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

18. Each Party is or had an opportunity to be represented by counsel and made a full and independent investigation of the matters contained herein and is only entering into this Agreement based on the Party's full satisfaction of the results of any investigation and arm's length negotiations. This Agreement will be deemed to have been jointly and equally drafted by the Parties.

19. Time is of the essence in the performance of the terms and conditions of this Agreement.

20. In the event of any legal, equitable or alternative dispute resolution proceeding to interpret or enforce this Agreement, the prevailing party shall be entitled to its reasonable legal fees and costs. (Revised 05/17/16)
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San Joaquin City CouncilMarch 12, 2026

San Joaquin City Council
March 12, 2026