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22-1473DocuSign Envelope ID: 19E33760-87EB4F66-B6D0-12C5CEC45F7B ORDiNANCE NO. 22-1473 AN ORDINANCE APPROVING AUTHORIZING THE CITY MANAGER, OR THEIRDESIGNEE, TO EXECUTE AND DELIVER A REIMBURSEMENT AGREEMENT FOR QUIET ZONE SERVICES BY AND BETWEEN THE CITY OF DENTON AND THE UNIONPACIFIC RAILROAD COMPANY (“UPRR”) RELATING TO THE MINGO ROAD QUIETZONE PROJECT FROM FRAME STREET TO MOCKINGBIRD LANE IN THE CITY OFDENTON; AUTHORIZING THE EXPENDITURE OF FUNDS NOT-TO-EXCEED AMOUNT OF $60,000.00; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton presently utilizes the Union Pacific Railroad Company's ("UPRR") property for existing at-grade public road crossings located adjacent to Mingo Road from Frame Street to Fishtrap Road in the City of Denton, Denton County, Texas; and WHEREAS, the City of Denton ("City") is in the process of improving and widening Mingo Road; and WHEREAS, the City is looking at the corridor holistically; and WHEREAS, the City is considering the installation of a new at-grade crossing at future Ruddell Extension; and WHEREAS, the UPRR right-of-way is utilized by the City of Denton for the existing at-grade crossings at Frame Street, Willis Street, Pertain Street, Private Driveway, Nottingham Drive, Mockingbird Lane, Cooper Creek Road, and Fishtrap Road; and WHEREAS, the City is in the process of assessing the needs to establish a Quiet Zone corridor along Mingo Road from Frame Street to Mockingbird Lane (“Project”); and WHEREAS, on December 12, 2021, the City of Denton requested the UPRR cooperation in connection with the Project; and WHEREAS, on January 26, 2022, UPRR presented a standard Reimbursement Agreement for Quiet Zone Services (“Agreement”) for the cost services including meetings, field diagnostic(s) and inspections, notice of intent review and comments, public authority application review and comments, notice of establishment review and comments, implementation efforts, grade crossing inventory updates, and travel expenses; and WHEREAS, the parties acknowledge the UPRR scope follows the process laid out in the Federal Railroad Administration’s (“FRA’s”) Train Horn and Quiet Zone Rule as required in the FRA’s Final Rule on the Use of Locomotive Horns at Highway/Rail Grade Crossings that becameeffective June 24, 2005; and DocuSign Envelope ID: 19E33760-87EB4F66-B6D0-12C5CEC45F7B WHEREAS, the parties acknowledge the UPRR services will provide multiple scope items that cannot be precisely determined until the field diagnostic is complete and improvements aredetermined; and WHEREAS, UPRR estimated the cost for services to be $60,000.00; and WHEREAS, the parties acknowledge the cost is an estimate and will be invoiced monthly as a pay-as-you-go; and WHEREAS, if costs are expected to exceed the estimated amount of Sixty Thousand Dollars ($60,000.00) UPRR will provide the City with documentation supporting the actual costs incurred and Capital Project Department will seek appropriate City approval; and WHEREAS, if the City elects to move forward with the design of the Project and includes work in the UPRR right of way, UPRR shall prepare and forward to the City a separate reimbursement agreement for preliminary engineering services to develop final plans and specifications, and prepare material and force cost estimates for any work required to be performed by the Railroad and this Agreement herein willremain in effect for the duration of the Quite Zone Work described in Exhibit B of the Agreement; and WHEREAS, if the City elects to cancel UPRR services within this Agreement at any time, the request must be made in writing and the City will be responsible to reimburse UPRR one hundred percent (100%) of all actual costs and expenses incurred within the scope of the agreement; and WHEREAS, the City Council having considered the Reimbursement Agreement for Quiet Zone Services that is required by UPRR, and considering the importance of the Project to the citizens of Denton, is of the opinion that it should approve the above-referenced Agreement by and between the City and UPRR; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals contained in the preamble of this ordinance are hereby incorporated into the body of this ordinance and are true and correct. SECTION 2. The City Manager, or their designee, is authorized to execute the Agreement a copy of which is attached hereto as Exhibit “A“ and made part hereof for all purposes. SECTION 3. The City Manager is further authorized to carry out all obligations and duties of the City as set forth in the Reimbursement Agreement, including but not limited to the expenditure of funds not to exceed Sixty Thousand Dollars ($60,000.00). SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made t4aqoirebyrl and 2 DocuSign Envelope ID: 19E33760-87EB-4F66-B6D0-12C5CEC45F7B seconded by 'EFf an e)rct(the following vote U - a] : Gerard Hudspeth, Mayor: Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the ' The ordinance was passed and approved by NIa r Abstain Absentt/ 1/ Z b/ t/ 1/ \/ Pd,y .f ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY DonS+dbr By: 1 Benjamin N. Samples, IIF682[g€r80er4S6 DocuSign Envelope ID: 19E33760-87EB-4F66-B6D0-12C5CEC45F7B QZ ID: TX121008UPRR REMS Project 782161 REIMBURSEMENT AGREEMENTQUIET ZONE SERVICES Public Authority: CITY OF DENTON, TEXAS Effective Date: Estimate: $60,000.00 THIS REIMBURSEMENT AGREEMENT (Agreement) is made and entered into as of theEffective Date, by and between UNION PACIFIC RAILROAD COMPANY, a Delawarecorporation (Railroad), and PUBLIC AUTHORITY (Public Authority). RECITALS A. Public Authority desires to initiate the project more particularly described on Exhibit Aattached hereto (Project). B. The Project may affect Railroad's track, right of way or operations at or near the Projectarea rrnre particularly described on Exhibit A. C. Railroad agrees to collaborate with Public Authority on the progression of the Project inaccordance with the terms and conditions of this Agreement and any federal regulations. AGREEMENT NOW THEREFORE, the parties hereto agree as follows: 1. Railroad, and/or its representatives, at Public Authority’s sole cost and expense, agrees to perform (or shall muse a third-party consultant to perform on Railroad's behalf) the quiet zone(QZ) engineering services work described on Exhibit B attached hereto (QZ Work). PublicAuthority acknowledges and agrees that: (a) Railroad's review of any Project designs, plans and/or specifications, as part of the QZ Work, is limited exclusively to potential impacts on existingand future Railroad facilities and operations; (b) Railroad nukes no representations or warrantiesas to the validity, accuracy, legal compliance or completeness of the QZ Work; and (c) PublicAuthority's reliance on the QZ Work is at Public Authority's own risk. 2. NotvUthstanding the Estimate, Public Authority agrees to reimburse Railroad and/orRailroad's third party consultant, as applicable, for one hundred percent (1 CD%) of all actual oostsand expenses incurred for the QZ Work. During the performanoe of the QZ Work, Railroad will provide (and/or will muse its third party consultant to provide) progressIve billing to PublicAuthority based on actual costs in connection wtth the QZ Work. Wthin sixty (60) days aftercompletion of the QZ Work, Railroad will submit (and/or will cause its third party consultant to submit) a final billing to Public Authority for any balance owed for the QZ Work. Public Authorityshall pay Railroad (and/or its third-party consultant, as appliable) within thirty (30) days after Public Authority's receipt of any progressive and final bills submitted for the QZ Work. Bills will be Railroad Approved Fum 08/09/2019 1 DocuSign Envelope ID: 19E33760-87EB-4F66-B6D0-12C5CEC45F7B submitted to the Public Authority using the contact information provided on Exhibit C. PublicAuthority’s obligation hereunder to reimburse Railroad (and/or its third party consuttant, asapplicable) for the QZ V%rk shall apply regardless if Public Authority declines to proceed with theProject or Railroad elects not to approve the Project. 3. Public Authority acknovUedges and agrees that Railroad may withhold implementation orraise objections to the Project due to nonoompliance with federal regulations or impacts toRailroad's safety, facilities or operations. 4. If Public Authority elects to move formrd with the Project and the plans include Railroad work, Railroad shall prepare and formrd to Public Authority a separate reimbursement agreement for preliminary engineering services to develop final plans and specifimtions, and preparematerial and force cost estimates for any work required to be performed by the Railroad. The Agreement herein will remain in effect for the duration of the QZ Work described in Exhibit B. 5. Neither party shall assign this /yreerrent without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. 6. No amendment or variation of the terms of this Agreement shall be valid unless made inwriting and signed by the parties. 7. This Agreement sets forth the entire agreement tntween the parties regarding the Projectand QZ Work. To the extent that any terms or provisions of this Agreement regarding the QZ Workare 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 extentof such inconsistency. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of theEffective Date. CITY OF DENTOB, TEXASqI UNION PACIFIC RAILROAD COMPANY,a Delaware Corporation Signature Sara HensleyPrinted Name Melinda S. DuBayPrinted Name City ManagerTitle Manager I - Engineering, Public ProjectsTitle By:fm Diviney Director of Capital Projects/City Engineer Capital Projects Department APPROVED AS TO LEGAL FORM:MACK REWWAND, CITy ATTORNEY Docu819nIHd byE By: I Benjamin N. Samples, II1456 Railroad Approved Fam 08/09£2019 2 DocuSign Envelope ID: 19E33760-87EB4F66-B6D0-12C5CEC45F7B Exhibit A Project Description and Location Project Description City of Denton, TX proposes to establish a quiet zone at the crossings referred to below. Subdivision: Choctaw Atgrade crossing locations, if known. DOT 796:38874 795307G 717.38 717.92 718.22 Street Name Fishtrap Road Cooper Creek Road Mockingbird Lane Private Nottingham Drive Pertain Street Willis Street Frame Street DocuSign Envelope ID: 19E33760-87EB-4F66-B6D0-12C5CEC45F7B Exhibit B Scope of Project Services Scope of work includes, but is not limited to the following. e e • e • e • e Meetings Field diagnostic(s) and inspections Notice of intent review and oomments Public authority application review and comments Notice of establishment review and comments Implementation efforts Grade crossing inventory updates Travel expenses DocuSign Envelope ID: 19E33760-87EB4F66-B6D0-12C5CEC45F7B Exhibit C Billing Contact Information Name I TracY Beck Title I Senior Engineering Project Manager 401 N. Elm Street Denton, TX, 76201 (972) 571-2982 Cell Phone Email I TracY.Beck@cityofdenton.com REIMBURSEMENT AGREEMENT QUIET ZONE SE RVICES Public Authority: CITY OF DENTON, TEXAS Effective Date: Estimate: $60,000.00 QZ ID: TX121008 UPRR REMS Project 782161 THIS REIMBURSEMENT AGREEMENT (Agreement) is made and entered into as of the Effective Date, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (Railroad), and PUBLIC AUTHORITY (Public Authority). RECITALS A. Public Authority desires to initiate the project more particularly described on Exhibit A attached hereto (Project). B. The Project may affect Railroad's track, right of way or operations at or near the Project area more particularly described on Exhibit A. C. Railroad agrees to collaborate with Public Authority on the progression of the Project in accordance with the terms and conditions of this Agreement and any federal regulations. AGREEMENT NOW THEREFORE, the parties hereto agree as follows: 1. Railroad, and/or its representatives, at Public Authority's sole cost and expense, agrees to perform (or shall cause a third-party consultant to perform on Railroad's behalf) the quiet zone (QZ) engineering services work described on Exhibit B attached hereto (QZ Work). Public Authority acknowledges and agrees that: (a) Railroad's review of any Project designs, plans and/or specifications, as part of the QZ Work, is limited exclusively 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 QZ Work; and (c) Public Authority's reliance on the QZ Work is at Public Authority's own risk. 2. Nomthstanding the Estimate, Public Authority agrees to reimburse Railroad and/or Railroad's third party consultant, as applicable, for one hundred percent (100%) of all actual costs and expenses incurred for the QZ Work. During the performance of the QZ Work, Railroad will provide (and/or will cause its third party consultant to provide) progressive billing to Public Authority based on actual costs in connection with the QZ Work. Within sixty (60) days after completion of the QZ Work, Railroad will submit (and/or will cause its third party consultant to submit) a final billing to Public Authority for any balance owed for the QZ Work. Public Authority shall pay Railroad (and/or its third-party consultant, as applicable) within thirty (30) days after Public Authority's receipt of any progressive and final bills submitted for the QZ Work. Bills will be DocuSign Envelope ID: AD2396E0-4AF3-47B2-B72F-464B06BDD233 8/9/2022 submitted to the Public Authority using the contact information provided on Exhibit C. Public Authority's obligation hereunder to reimburse Railroad (and/or its third party consultant, as applicable) for the QZ Work shall apply regardless if Public Authority declines to proceed with the Project or Railroad elects not to approve the Project. 3. Public Authority acknowledges and agrees that Railroad may withhold implementation or raise objections to the Project due to noncompliance with federal regulations or impacts to Railroad's safety, facilities or operations. 4. If Public Authority elects to move forward with the Project and the plans include Railroad work, Railroad shall prepare and forward to Public Authority a separate reimbursement agreement for preliminary engineering services to develop final plans and specifications, and prepare material and force cost estimates for any work required to be performed by the Railroad. The Agreement herein will remain in effect for the duration of the QZ Work described in Exhibit B. 5. 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. 6. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties. 7. This Agreement sets forth the entire agreement between the parties regarding the Project and QZ Work. To the extent that any terms or provisions of this Agreement regarding the QZ 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. Sara Hensley City Manager F6B2F9E1BC014SL 2 UNION PACIFIC RAILROAD COMPANY, a Delaware Corporation Melinda S. DuBay Manager I -Engineering, Public Projects DocuSign Envelope ID: AD2396E0-4AF3-47B2-B72F-464B06BDD233 Exhibit A Project Description and Location Project Description City of Denton, TX proposes to establish a quiet zone at the crossings referred to below. Subdivision: Choctaw At-grade crossing locations, if known. Crossing DOT Type Milepost Street Name 795306A Public 715.44 Fishtrap Road 795307G Public 715.88 Cooper Creek Road 795309V Public 716.89 Mockingbird Lane 795310P Private 717.06 Private 748454T Public 717.38 Nottingham Drive 795311W Public 717.92 Pertain Street 7953120 Public 718.22 Willis Street 795314S Public 718.645 Frame Street DocuSign Envelope ID: AD2396E0-4AF3-47B2-B72F-464B06BDD233 Exhibit B Scope of Project Services Scope of work includes, but is not limited to the folloVving. • Meetings • Field diagnostic(s) and inspections • Notice of intent review and comments • Public authority application review and comments • Notice of establishment review and comments • Implementation efforts • Grade crossing inventory updates • Travel expenses DocuSign Envelope ID: AD2396E0-4AF3-47B2-B72F-464B06BDD233 Exhibit C Billing Contact Information Name Tracy Beck Title Senior Engineering Project Manager Street 401 N. Elm Street City/State/Zip Denton, TX, 76201 Work Phone (972) 571-2982 Cell Phone Email Tracy. Beck@cityofdenton.com DocuSign Envelope ID: AD2396E0-4AF3-47B2-B72F-464B06BDD233