20-439S:\Legai\Our Documents\Ordinances\2 0\U PRR Ordinance -clean.docx
ORDINANCE NO. 20-439
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A
REIMBURSEMENT AGREEMENT-PRELIMINARY ENGINEERING SERVICES BETWEEN
THE CITY OF DENTON AND UNION PACIFIC RAILROAD COMPANY ("UPPR") FOR THE
REIMBURSEMENT TO UPPR FOR SURF ACE/SIGNAL DESIGNS AND CONSTRUCTION
COSTS ESTIMATES RELATED TO A NEW AT-GRADE PUBLIC ROAD CROSSING AT
RAILROAD MILE POST 724.14 -CHOCTAW SUBDIVISION; AUTHORIZING THE
EXPENDITURE OF FUNDS IN AN ESTIMATED AMOUNT OF $75,000.00 THEREFORE; AND
PROVIDING AN EFFECTIVE DATE.
WHERAS, the City of Denton ("City") is in the process of improving and widening Bonnie
Brae Street; and
WHEREAS, the existing at-grade, signalized crossing of Union Pacific Railroad
Company's ("UPRR") right-of-way is proposed to be replaced with a new crossing in alignment
with the existing Brush Creek Road/State Highway 377 intersection; and
WHEREAS, UPRR requires that crossing engineering, including design and construction
cost estimates, (the "Preliminary Work") be completed by UPRR and reimbursed by the City ; and
WHEREAS, UPRR has presented the City with the attached Reimbursement Agreement -
Preliminary Engineering Services (the "Agreement") covering the Preliminary Work; and
WHEREAS, the City Council hereby finds that the Agreement is in the public interest;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: The findings and recitations contained in the preamble ofthis ordinance are
true and correct and are incorporated herein by reference.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement on behalf of the City, and to exercise the rights and duties of the City under the
Agreement , including but not limited to, the expenditure of funds, currently estimated to be
Seventy-Five Thousand Dollars ($75,000.00).
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by /{EEL-V f3JZtGG6 and
seconded by Jii-:!!:6E JJ.4 V JQ ; the Ordinance was passed and approved by
the following vote ~ -0 ]:
Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2 :
S:\Legal\Our Documents\Ordinances\20\UPRR Ordinance-clean.docx
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the c:J..§t-/1_ day of ddut. ~
Ctw~
'2020.
CHRIS WATTS, MAYOR
ATTEST:
ROSARIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
REIMBURSEMENT AGREEMENT
PREUIIINARY ENGINEERING SERVICES
UPRRREMS
Project 767251
THIS REIMBUR,SEMENT AGREEMENT (Agreement) Is made and entered into as of this
~s-tlt day of ~brtUZr~ , o<o ;.o (Effactlve Date), by and between UNION
PACIFIC RAILROAD COM Y, a Delaware corporation (Railroad), and CITY OF DENTON, of
the state of Texas (Agency).
RECITALS
A. Agency desires to initiate the project more particularly deacribed on Exh ibit A
attached hereto (the "Project").
B. The Project will affect Railroad's trac:k and right of way at or near the Project area
more particularly described on Exhibit A.
C. Railroad agrees to collaborate with Agency on the conceptualization and
davatopment of the Project in accordance with the terms and conditions of this Agreement.
AGREEMENT
1. NOW THEREFORE, the parties hereto agree as follows:
2. Railroad, and/or its representatives, at Agency's sola cost and expanse, agrees to
perform (or shall causa a third-party consultant to perform on Railroad's behaJf) the preliminary
engineering services work described on Exhibit B attached hereto (PE Work). Agency
acknowledges and agrees that (a) Railroad's review of any Project designs, plans and/or
specifications, as part of the PE Work, Is limited exdusively to potential impacts on existing and
future Railroad facilities and operations; (b) Railroad makes no representations or warranties as
to the validity, accuracy, legal compliance or completeness of the PE Work; and (c) Agency's
reliance on the PE Work is at Agency's own risk.
3. RaHroad's estimated cost for the PE Work is SEVENTY-FIVE THOUSAND and
00/100 Dol lars ($75,000.00) (Estimate). Notwithstanding the Estimate, Agency agrees to
reimburse Railroad and/or Railroad's third-party consultant, as applicable, for one hundred
percent (100%) of all actual costs and expanaes incurred for the PE Work. During the
performance of the PE Work, Railroad will provide (and/or will cause its third-party consultant to
provide) progressive billing to Agency based on actual costs in connection with the PE Work.
Within sixty (60) days after completion of the PE Work, Railroad wiU submit (and/or will causa its
third-party consultant to submit) a final billing to Agency for any balance owed for the PE Work.
Agency shall pay Railroad (and/or Its third-party consultant, as applicable) within thirty (30) days
after Agency's receipt of any progressive and final bills submitted for the PE Work. BIDs will be
submitted to the Public Authority using the contact Information provided on Exhibit C. Agency's
obligation hereunder to reimburse Railroad (and/or its third-party consultant, as applicable) for the
PE Work shall apply regardless if Agency declines to proceed with the Project or Railroad elects
not to approve the Project.
1
4. Agency acknowledges and agrees that Railroad may withhold its approval for the
Project for any reason In its sole discretion, Including without limitation, Impacts to Railroad's
safety, facilities or operations. If Railroad approves the Project, Railroad will continue to work with
Agency to develop final plans and specifiCations and prepare material and force cost estimates
for any Project related work performed by Railroad.
5. If the Project is approved by RaUroad, Railroad shall prepare and forward to
Agency a Construction and Maintenance Agreement (C&M Ag reement) which shall provide the
terms and conditions for the construclion and ongoing maintenance of the Project. Unless
otherwise expressly set forth in the C&M Agreement, the construction and maintenance of the
Project shall be at no cost to Railroad. No construction work on the Project affecting Railroad's
property or operations shall commence until the C&M Agreement is finalized and executed by
Agency and Railroad.
6. Neither party shall assign this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld, conditioned or delayed .
7. No amendment or variation of the terms of this Agreement shall be valid unless
made in writing and signed by the parties.
8. This Agreement sets forth the entire agreement between the parties regarding the
Project and PE Work. To the extent that any terms or provisions of this Agreement regarding the
PE Work are inconsistent with the terms or provisions set forth in any existing agreement related
to the Project, such terms and provisions shall be deemed superseded by this Agreement to the
extent of such Inconsistency.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
Effective Date.
CITY OF DENTON , A TEXAS
:;;;;tJJM ~ CORPORATION
Signature
Todd Hileman
Printed Name
City Manager
Title
A1T.EST:
CITY SECRBTARY
~~O;cN,~
' '"''"'"'w : 'STO F :,.; .
Cd-f ATTORNEY
CI1YOFDENTTOOYN·} .~'M~--
bY~~ ---.......... ~~ 2
UNION PACIFIC RAILROAD COMPANY,
a Delaware Corporation
Signature
Douglas G. Woods
Printed Name
Engineering-Manager I
Title
Exhibit A
Project Description and Location
Project Description
Preliminary engineering services for surface/signal designs and estimates.
Location
Choctaw Subdivision
Croaslng
DOT Type Milepost Street Name
795328A PubHc 724.14 Bonnie Brae Street
Exhibit B
Scope of Project Services
Scope of work includes, but is not limited to the following
• Field diagnostic(s) and inspections
• Plan, specification and construction review
• Project design
• Preparation of Project estimate for force account or other work performed by the
Railroad
• Meetings and travel
..
Exhibit C
Billing Contact lnfonnation
Name Jim Jenks
Title senior Engineer, capital Projects
Address 901-A Texas St., Denton, TX 76209
Work Phone 940-349-7112
Cell Phone -
Email Jim.Jenks@cityofdenton.com