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WHEREAS, the Developer has paid the Railroad all application review fees and also the
one-time license fee of $9,375.00; and
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,SECTION 1. The reeitals contained in the preamble of this ordinance are incorporated
by reference.
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SECTION 3. The City Manager is authorized to make expenditures as set forth in the
attached Contract.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
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Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
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PASSED AND APPROVED this the /%t/"(, day of TGl�T.vf 2018.
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CHRI� �.�°�""I"�, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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PIPELINE CROSSING CONTRACT (KCS Contract No. _� mmmmm�� _)
THIS AGREEMENT is effective this 19th day of July, 2018 by and between THE KANSAS
CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation, called herein "Railway
Company", and THE CITY OF DENTON, TEXAS, to be addressed at 215 E. McKinney Street,
Denton, Texas 76201, called herein "Licensee".
]. Railway Company, without any warranty or guarantee of suitability of the premises for
Licensee's or any other purpose, hereby permits Licensee a license to construct, maintain, operate, use
and remove a proposed water pipeline under Railway Company's tracks and right-of-way at Mile Post
D104.78 (Alliance Subdivision) Denton (Denton County), Texas, the course of the pipeline being
described as follows:
As indicated on print of drawing no. 18-11031 dated 4-24-18, marked Exhibit "A",
attached hereto and incorporated herein by reference.
The rights granted under this Agreement are subject to all outstanding superior rights whether
or not of record (including those in favor of licensees and lessees of Railway Company's property, and
others) and the right of Railway Company to renew and extend the same, and is made without covenant
of title, or for quiet enjoyment. Railway Company does not warrant title and Licensee accepts the
rights granted herein and shall make no claim against Railway Company for deficiency of title.
Licensee acknowledges that the Railway Company's interest in the right-of-way varies from segment to
segment and may include lesser interests than fee title. Licensee shall, at Licensee's sole cost and
expense, obtain any and all necessary rights and consents from parties other than Railway Company
which may have or claim any right, title or interest in the property upon which the Railway Company's
right-of-way is located.
2. The carrier pipe shall consist of 12.75" x 125' PVC having a minimum wall thickness
of 0.943" and a minimum yield point of DR 14 and shall be encased in a 24.00" x 125' steel having a
minimum wall thickness of 0.500" and a minimum yield point of 70,000 PSI. Maximum operating
pressure of the pipeline shall not be greater than 150 PSI. Licensee expressly agrees that its under-track
installation shall be by dry bore and jack method and that no boring or excavation shall occur within
Railway Company's right-of-way, nor shall any boring occur in the track embankment. The angle of
the pipeline crossing beneath Railway Company's property and tracks shall be no less than 90°.
Construction, maintenance, operation, use and removal of the pipeline shall not endanger the
safety or condition of Railway Company's property in any way, or the operation of trains or cars, and
the pipeline shall be laid at a minimum depth of l 8.69' below the bottom of Railway Company's base
of rail and at a minimum depth of 6.06' below ground level at all other points on the right-of-way.
Excavations made on Railway Company's property shall be promptly refilled by Licensee, the earth
well tamped, and the ground left in the same condition as before laying of the pipeline.
The pipeline shall be maintained so as to prevent the escape of its contents being conveyed.
Connections or valves shall not be placed in the pipeline nearer than forty feet (40') from the center of
Railway Company's nearest track. Further, the pipeline and its operation and use, shall comply with
any and all applicable governmental laws, rules, and regulations. The parties hereby incorporate the
requirements of 41 C.F.R. §§ 60-1.4(a) (7), 60-250.5, 60-741.5, and 29 C.F. R. part 470, relating to
JLL Reference No. 18-1 ] 031
equal employment opportunity, if applicable. If required by Railway Company, gates and check valves
shall be placed in convenient locations. Licensee agrees that no hydrostatic pressure testing shall be
allowed unless the carrier pipe has been encased in a steel casing meeting Railway Company and
AREMA specifications.
Construction, maintenance, operation, use and removal of the pipeline shall not endanger the
safety or condition of Railway Company's employees or property in any way, or the operation of trains
or cars. The location of the pipeline shall be marked, with markers maintained and plainly visible at the
right-of-way lines.
3. Licensee shall promptly make necessary repairs to the pipeline, and, in the event af
Licensee's failure to do so, repairs may be made by Railway Company at Licensee's expense, which
cost Licensee expressly agrees to pay upon presentation of the bill.
Should Railway Company at any time decide a change in the location or other changes in the
pipeline are desirable, Licensee will at its cost make the changes at Railway Company's request, and,
upon the failure of Licensee to do so, Railway Company may make such changes at Licensee's
expense, which expense Licensee expressly agrees to pay upon receipt of the bill.
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- Page 2 of 6-
JLL Reference No. 18-11031
HEREBY RELEASES RAILWAY COMPANY AND OTHER RAILWAY COMPANIES
OPERATING OVER THE TRACKS FROM ANY DAMAGE TO THE PIPELINE FROM ANY
CAUSE WHATSOEVER.
4. It shall be the exclusive duty and responsibility of Licensee to inspect the property
subject to this Agreement to make sure that it is safe for the entry of its employees, agents and
contractors. Licensee shall advise all of its employees, agents and contractors entering the property of
any safety hazards on the property, including, without limitation, the presence of moving vehicles,
buried cables, tripping hazards and overhead wires. Licensee shall instruct all of its employees, agents
and contractors entering the property that al) persons, equipment and supplies must maintain a distance
of at least twenty-five feet (25') from the centerline of the track unless authorized by the on-site
railroad flagman to be closer than twenty-five feet (25'). Licensee shall ensure that no personnel,
equipment or supplies under its control are within the clearance point of the track when moving railroad
equipment may be seen from or heard at the property subject to this Agreement. Finally, Licensee shall
adopt, publish and enforce safety rules for its employees, agents and contractors that will be on Railway
Company's right of way consistent with the requirements of this Section.
5. Rights herein granted are personal and may not be assigned without Railway
Company's written consent. The provisions of this Agreement shall be binding upon the successors and
permitted assigns ofboth parties.
6. Upon termination of this Agreement, Licensee shall fill pipeline with a suitable flow
able fill material and seal (casings abandoned or replaced by new location work shall be backfilled by
methods and materials as directed by the Engineer). The location of abandoned facilities shall be
recorded and records maintained by the pipeline owner. Licensee shall restore the properly to its
original state. Upon failure of Licensee to fill the pipeline and restore the property to its original state,
Railway Company may fill it and restore the properly to its original state at Licensee's expense, which
cost and expense Licensee agrees to pay.
7. Licensee shall not enter nor commence construction on or under Railway Company's
property or right-of-way unless accompanied by a Railway Company qualified construction observer
and flagger to oversee Licensee's work on Railway Company's property or right-of-way. Licensee
will be responsible for all construction observer, flagging and mobilization costs, herein referred to
as "Services", and arranging for these necessary Services associated with the installation. To enable
arrangements to oversee for these Services that are to be performed under this Agreement, Licensee
must submit a written scheduling request to Railway Company's Scheduling Agent, hereinafter
referred to as "Scheduling Agent", which request is received by the Scheduling Agent for approved
Railway Company qualified construction observer and flagging contractor a minimum of thirty (30)
Business Days in advance before Licensee proposes to commence work on or under Railway
Company's property or right-of-way. (A "Business Day" is any day Monday through Friday which is
neither a federal holiday nor a state holiday at the address of Railway Company's scheduling agent
stated below.) The request must contain Licensee's name, the date of this Agreement, the location of
the work to be performed, and how many consecutive Business Days will be required for Licensee to
complete the work. Licensee's request must be delivered to Scheduling Agent by contacting Bartlett
& West at 785-228-3101 to leave a message and/or by sending an email to
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Licensee will, upon receipt of an invoice from Scheduling Agent specifying in reasonable
- Page 3 of 6-
JLL Reference No. 18-1103 ]
detail Scheduling Agent's costs and expenses of providing these Services, reimburse Scheduling
Agent for all of their costs and expenses of providing an inspection, flagging and mobilization prior
to installation.
Railway Company's designation of a company or individual as a Railway Company "qualified"
flagger or flagger provider, or Scheduling Agent, shall be construed solely as Railway Company's
willingness to allow said individual or entity to provide Services on Railway Company's property or
right-of-way without further proof of qualification, and shall not be construed as an endorsement or
other verification of the abilities or qualifications of said Scheduling Agent by Railway Company. All
flaggers or Scheduling Agents provided herein shall be treated solely as independent contractors of
Licensee, with no relationship to Railway Company, far all purposes herein. Licensee and its agents,
employees and contractors will clear the tracks when directed to do so by the flagger. The presence of
the flagger will not relieve Licensee of its duty to keep all of its agents, employees and contractors clear
of the tracks when trains are in dangerous proxirnity to the licensed area. The actions or inactions of
the flagger shall be construed for all purposes herein as the actions or inactions of the Licensee, and
shall be governed by Licensee's duties of indemnification, and saving harmless under Section 3 of this
Agreement.
1�" I�o�:�����;+�'� ��;i��,ai�Glir�����;c��aa,�,t ff��il,� i�� ��:�ts�l� ���N:��;�itr�ii���_r1�;�M�i ��t 1�;.���rt 11��r#;� (�t?�..F3m��i��+ ��«
I���r�, k�e�f��i� 1����ir���'���ca�a����l ���r�r���c�ar��;,+����c��zt��al �«�=c'���,(�c 1�,��il�v4��,r tµr�tq����i��� m�r�� r�li���_t� ��llc��,v
�;�.�n�ar��i��w�r��c,��wl ��I li�c:._v�r�r�mmkm ����r �1��� �.��c �,0����w,";, ����a���r��:.�� ��caN��rx�a�r�r��rr��°���1 c�w���. If Railway Company
will not allow the work to proceed on Licensee's proposed commencement date because the
scheduling request did not reach Scheduling Agent in time, Railway Company will inform Licensee
of this fact as promptly as possible and work with Licensee to arrange an alternative commencement
date for the work.
The construction observer and flagger will remain at the site on a reasonably continuous basis
to oversee the work, and charges will accrue for each day spent awaiting the completion of the work
and the installation of appropriate signs marking where Licensee's facilities enter and leave Railway
Company's property and right-of-way. If installation takes longer than contracted for with
Scheduling Agent, Licensee will, upon receipt of an invoice from Scheduling Agent specifying in
reasonable detail Scheduling Agent's costs and expenses of providing the inspection, flagging and
mobilization, reimburse Scheduling Agent for all of Scheduling Agent's costs and expenses of
providing an inspector, flagger and mobilization.
Once Licensee has submitted its scheduling request to Scheduling Agent, should Licensee
require a change to the scheduled date, Licensee shall provide Scheduling Agent at least two (2)
Business Days' notice prior to the requested start date of the work. If Licensee fails to provide two (2)
Business Days' notice of the change, Licensee shall be charged, and agrees to pay, the daily rate, and
any travel costs actually incurred, for the construction observer, flagging and mobilization for one (1)
day.
8. Licensee agrees to pay to Railway Company for the use of Railway Company's right-of-
way and the privilege hereby granted, such use and privilege being expressly limited to the facilities
described in Section 1 above, the one-time sum of NINE THOUSAND THREE HLJNDRED
SEVENTY-FIVE AND NO/100 DOLLARS ($9,375.00) upon execution of this Agreement.
Licensee shall pay Railway Company an additional license fee, set in accordance with Railway
- Page 4 of 6-
JLL Reference No. 18-11031
Company's then current fee schedule, for any additional pipelines, wires or facilities permitted by
Railway Company and associated with the crossing.
9. The term of this Agreement shall be for a period of ten (10) years, beginning on the date
first written above, and will automatically renew at the end of the initial ten (10) year term for additional
one (1) year periods until cancelled by either party upon thirty (30) days advance notice.
Notwithstanding the above, either party may terminate this Agreement at any time upon thirly (30) days
written notice.
10. Environmental Protection: Licensee shall not permit hazardous waste, hazardous
substances or hazardous materials (as those terms are defined in any federal, state or local law, rule,
regulation or ordinance) on or in the area covered by this Agreement without the written consent of
Railway Company.
Licensee shall at all times keep the area covered by this Agreement in a safe, clean and sanitary
condition, and shall not mutilate, damage, misuse, alter or permit waste therein. Should any discharge,
leakage, spillage or emission of any hazardous waste, hazardous substance or hazardous material or
pollution of any kind occur upon, in, into, under or from the area covered by this Agreement due to
Licensee's use and occupancy thereof, Licensee, at its sole cost and expense, shall clean all property
affected thereby, to the satisfaction of Railway Company and any governmental body having
jurisdiction thereover.
Licensee shall comply with all applicable ordinances, rules, regulations, requirements and laws
whatsoever including (by way of illustration only and not by way of limitation) any governmental
authority or court controlling environmental standards and conditions on the premises and shall furnish
satisfactory evidence of such compliance upon request by Railway Company. IF, AS A RESULT OF
LICENSEE'S OPERATION HEREUNDER, ANY SUCH ORDINANCE, RULE,
REGULATION, REQUIREMENT, DECREE, CONSENT DECREE, JUDGMENT, PERMIT
OR LAW IS VIOLATED, OR IF, AS A RESULT OF ANY ACTION BY LICENSEE, ANY
HAZARDOUS OR TOXIC WASTE, MATERIALS OR SUBSTANCES SHOULD ENTER OR
OTHERWISE AFFECT ANY PART OF THE AREA COVERED BY THIS AGREEMENT
(INCLUDING SURFACE, SUBSURFACE, AIRBORNE AND/OR GROUND
CONTAMINATION), LICENSEE SHALL, TO THE EXTENT ALLOWED BY LAW,
INDEMNIFY AND SAVE HARMLESS RAILWAY COMPANY FROM AND AGAINST ANY
PENALTIES, FINES, COSTS, RESPONSE, REMEDIAL, REMOVAL AND CLEAN-UP
COSTS, CORRECTIVE ACTION, NATURAL RESOURCE DAMAGE AND DAMAGES AND
EXPENSES OF ANY OTHER NATURE WHATSOEVER, INCLUDING LEGAL FEES AND
COURT COSTS, IMPOSED UPON OR INCURRED BY RAILWAY COMPANY, CAUSED
BY, RESULTING FROM OR IN CONNECTION WITH SUCH VIOLATION OR
VIOLATIONS.
FOR THE PURPOSES OF THIS ENVIRONMENTAL PROTECTION SECTION,
LICENSEE AGREES TO INDEMNIFY AND SAVE HARMLESS (AS ALLOWED BY LAW)
RAILWAY COMPANY FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
ACTIONS, LIABILITY, RESPONSIBILITY AND CAUSES OF ACTION (WHETHER
ARISING IN OR OUT OF TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE)
ASSERTED AGAINST THEM FOR DEATH, INJURY, LOSS OR DAMAGE RESULTING TO
RAILWAY COMPANY'S EMPLOYEES OR PROPERTY, OR TO LICENSEE OR
- Page 5 of 6-
JLL Reference No.l8-1]031
LICENSEE'S EMPLOYEES OR PROPERTY, OR TO ANY OTHER PERSONS OR THEIR
PROPERTY, AND FOR ALL PENALTIES, FINES, COSTS, RESPONSE, REMOVAL,
REMEDIAL AND CLEAN UP COSTS, CORRECTIVE ACTION, NATURAL RESOURCE
DAMAGE AND DAMAGES AND EXPENSES OF ANY OTHER NATURE WHATSOEVER,
INCLUDING LEGAL FEES AND COURT COSTS, ARISING FROM, RELATED TO OR
HAPPENING IN CONNECTION WITH THE USE OF THE AREA COVERED BY THIS
AGREEMENT BY LICENSEE AND ITS AGENTS, REPRESENTATIVES, SERVANTS,
EMPLOYEES AND CONTRACTORS.
11. So long as this Agreement is in effect Licensee agrees to maintain comprehensive general
liability and contractual liability insurance with minimum limits of two million dollars
($2,000,000.00) per occurrence, four million dollars ($4,000,000.00) aggregate. Licensee shall
provide automobile liability coverage in the amount of one million dollars ($1,000,000.00) combined
single limit. In addition, Licensee shall provide or require minimum statutory worker's compensation
coverage for all covered employees who are on Railway Company's property. Licensee, or
Licensee's contractors, must also provide a Railroad Protective Liability Insurance policy naming the
Railway Company as the Named Insured with coverage limits of at least two million dollars
($2,000,000.00) per occurrence and six million dollars ($6,000,000.00) aggregate. The original
Railroad Protective Liability policy shall be promptly furnished to Railway Company. Each policy
must be issued by financially reputable insurers licensed to do business in all jurisdictions where
work is performed during the term of the Agreement. A certificate of insurance will be provided to
Railway Company by Licensee, reasonably satisfactory to Railway Company in form and content,
evidencing that all required coverage is in force and have been endorsed to provide that no policy
will be canceled or materially altered without first giving the Railway Company thirty (30) day's
prior written notice. Commercial general liability policy will name Railway Company as an
additional insured and, to the fullest extent allowed under law, will contain a waiver of subrogation
in favor of Railway Company. All policies will be primary to any insurance or self-insurance the
Railway Company may maintain for acts or omissions of Licensee or anyone for whom Licensee is
responsible. Any deductible or self-insured retention on the required insurance shall be the
responsibility of Licensee. Licensee will include copies of relevant endorsements or policy
provisions with the reyuired certifcate of insurance. Nothing contained in this Section limits
Licensee liability to the Railway Company to the limits of insurance certified or carried by Licensee.
If Licensee utilizes subcontractors in performance of this Agreement, the subcontractors must meet
the same insurance requirements as the Licensee. If a subcontractor does not meet the coverage
requirements of this Section, subcontractor must either supplement the deficient areas of coverage or
Licensee must certify that Licensee has acquired sufficient coverage to supplement the deficiency of
subcontractor. The Licensee, at its sole discretion, may choose to self-insure any and all of the
insurance requirements listed in this section. If Licensee chooses to self-insure the insurance
requirements listed in this section, Licensee shall submit to Railway Company a letter listing the
coverages for which Licensee is self-insuring and stating that the self-insurance will remain in effect
until withdrawn by notice to Railway Company, which notice must be accompanied by a certificate
of insurance showing the required coverages, or a substitute letter for self-insurance. Licensee's self-
insurance shall not extend to Licensee's contractor(s). The reyuirement to name the Railway
Company as an additional insured shall be waived for those areas the Licensee chooses to self-insure.
The Parties agree that nothing contained in this section shall supersede or invalidate the
immunities, protections, and damage caps available to Licensee under the Texas statutory and/or
comrnon law.
- Page 6 of 6-
JLL Reference No. 18-11031
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate by their authorized representatives as of the date first above written.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
:
Srikanth Honnur, P.E.
Title °]��a��N� ���r��cl 1��'m•�c�,l��� (�:;onstruction Directorwwwwwwwww ___wwW
Date;
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ��°� �„ � �� ����'� ���� ���.� ' ��:,,,�
APPROVED AS TO LEGAL FORM:
AARON '��� CI"�` °�"� ����' �� .,�_.�,��...�.... ._
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