CM-05-10-187EC
Request for City Council/City Manager Action
E3 City Council J City Manager
Submit completed form for ALL City Manager and City Council approvals.
Department Name:
Contact Person:
Engineering and Development Services
Laths Kumar/Laura Flores
Project Manager/Resource: Michael Thane
Project Coordinator:
Assigned Attorney: Steve Sheets
Council or City Manager
Approval/Agenda Date: October 21, 2005
Blue Sheet Wording
OCT 2 a 2005
For Administration Use ONLY
Tag#: em -os -►o " 1'in
Documents:
Scan Date:
Return to:
Ric Bowden
Project Name: Onion Branch Creek/Georgetown Railroad Culvert Improvements
ContractorNendor: Georgetown Railroad Company
Funding Source: Regional Detention
Amount $25,000.00
Consider an action by the City Manager to execute a Reimbursement Agreement with Georgetown Railroad Company for the Onion Branch/Georgetown Railroad
Culvert Improvements Project.
Finance Information
Is Funding Required?
Finance Approval
Finance
EJFinance
EJPurchasing
JBudget
El Yes Efl No
Initial Construction Contract
Construction Contract Amendment
Change Order
Change in Quantity
Unforeseen Circumstances
Initial Professional Services Agreement
Supplemental Professional Svcs. Agr. #
Purchasing/Service Agreement
Purchase Order
item(s) to be purchased:
Amount
Other (Please clearly identify action on lines below) $ 25,000.00
Reimbursement Agreement
Date
Date
Date
Date
For Submission to ALL City Council and City Manager Action Items
Project Mgr. Signature:
Dept. Director Signature*:
City Attorney Signature*:
City Manager Signature:
" i ±7,4 .,
* Dept. Director and L: / Approvalq
and is required for ALL items requesting City Manager/City Council approvalpdated s -s -os
PE;
Date:
Date: /0/i3/0 -g.
Date: d 2�
Date:
Request for City Council/City Manager Action
Isj
City Council
I&teflpf .4
City Manager
if*
cj
Department Name:
Contact Person:
Engineering and Development Services
Latha Kumar/Laura Flores
Project Manager/Resource: Michael Thane
Project Coordinator:
Assigned Attorney:
Blue Sheet Wording
Steve Sheets
r
October 21, 2005
For Administration Use ONLY
Tag #:
Documents:
r !Scan Date:
Return to:
Ric Bowden
Project Name: Onion Branch Creek/Georgetown Railroad Culvert Improvements
Contractor/Vendor: Georgetown Railroad Company
Funding Source: Regional Detention
Amount: $25,000.00
Consider an action by the City Manager to execute a Reimbursement Agreement with Georgetown Railroad Company for the Onion Branch/Georgetown
Railroad Culvert Improvements Project.
Finance Information
Is Funding Required?
1 X I
Finance Approval
Finance
Finance
EJPurchasing
EJBudget
Yes
No
Initial Construction Contract
Construction Contract Amendment
Change Order
Change in Quantity
Unforeseen Circumstances
Initial Professional Services Agreement
Supplemental Professional Svcs. Agr.
Purchasing/Service Agreement
Purchase Order
Item(s) to be purchased:
Amount
Other (Please clearly identify action on lines below) $ 25,000.00
Reimbursement Agreement
L. Olsen
N/A E. Wilson
HB
N/A CYD
Date
Date
Date
Date
10/19/2005
10/18/2005
10/19/2005
10/18/2005
inwian
City Manager Signature:
nag
iat.14**40,
5,1.*
Date:
Date:
Date:
Date:
Updated 6-9-05
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENTd
(herein "Agreement") is madeand entered into and effective thrso2 1 day of
De,-NDb Or, 2005, by and between GEORGETOWN RAILROAD COMPANY, a Texas corporation (herein "GRR"),
having a mailing address at P.O. Box 529, Georgetown, Texas 78627, and CITY OF ROUND ROCK, a Texas home -rule
municipalcorporation, (herein "CORR"), having a mailing address at 221 East Main Street, Round Rock, Texas 78664,
WITNESSETH:
WHEREAS, GRR maintains railroad tracks and a crossing over Onion Creek in Williamson County, Texas and owns the
property under the crossing ("Railroad Crossing"); and
WHEREAS, the parties have entered into a License Agreement, a copy of which is attached hereto and incorporated herein as
Exhibit A, authorizing CORR to construct and maintain such culvert improvements ("Culvert Project")under the Railroad
Crossing for transportation of storm water; and
WHEREAS, as a result of CORR's Culvert Project, CORR has requested GRR to remove and/or replace a portion of its
railroad tracks at the Railroad Crossing; and
WHEREAS, GRR, under the terms hereinafter stated, is willing to undertake such removal and/or replacement of its tracks
(herein the "Track Project") solely in order to accommodate CORR, provided CORR reimburses GRR for all of its actual costs
associated with the Track Project.
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, GRR hereby agrees to undertake
the Track Project in accordance with the Construction Plans, subject to the following termsand provisions:
1. CORR has drafted or caused to be drafted a set of Construction Plans that shall control all of the work associated with
the Culvert Project and the Track Project and CORR shall provide GRR with a copy of the Construction Plans;
2. The parties agree that the Construction Plans contain the scope of work and the sequence of construction phasing plan
for the Track Project. The starting date will be fixed by mutual agreement of the parties and work will proceed as
expeditiously as possible.
3. The parties and their contractors shall attend a pre -construction conference to discuss and decide on the final phasing
schedule so that at least one (1) of the three (3) tracks will be open at all times and to coordinate the phasing with the
contractors for the parties, unless otherwise agreed to by the parties in writing.
4. The parties agree that CORR and/or its contractor shall provide GRR a minimum of forty-eight (48) hours notice,
excluding Saturday, Sunday and legal holidays, in advance of the anticipated construction and coordinate with GRR for
their phased removal and/or replacement of railroad track, unless otherwise agreed to by the parties in writing.
5. CORR's contractor shall be responsible for preparing the sub -grade under the railroad. The proposed top of rail
elevations must equal or be lower than existing top of rail elevations. CORR or its contractor shall provide survey
elevations to GRR, if required
6. GRR shall be responsible for removal and/or replacement of the railroad tracks (consisting of rail, railroad ties and
ballast) in accordance with the Construction Plans. Any railroad ties removed during the Track Project maybe retained
by GRR
P vvi
7._ CORR agrees toreimburse GRR the actual costs of the Track Project that are estimated to be no more than Twenty-
five Thousand and No/100 Dollars ($25,000.00). The parties agree that this amount is an estimate and the amount to
be reimbursed will be based on the actual costs-. incurred by GRR for the Track Project. Following the completion of
the Track Project, GRR shall present CORR with a detailed invoice of the actual work performed and CORR agrees to
make, within thirty (30) days from the date of a properly detailed invoice, a one-time full reimbursement
payment of
_the actual costs, so long as such actual costs do not exceed Twenty-five Thousand and No/100 Dollars ($25,000.00).
8 The obligation of CORR to make a cost reimbursement payment under this Agreement does not constitute a general
obligation or indebtedness of CORR for which CORR is obligated to levy, pledge, or collect any form of taxation.
9. Notwithstanding any other provision of this Agreement, in no event shall either party be liable to the other for any
indirect, consequential or incidental damages, including but without limitation, delay, loss of revenue, loss of customers
or loss of profits arising from this Agreement and the performance or non-performance of obligations hereunder.
10. GRR agrees to indemnity and hold harmless CORR, its officers, agents and employees, against and from any and all
liability, loss and expense and shall defend all claims resulting from loss of life or damage or injury to persons or
property directly or indirectly resulting from the work performed by GRR to the extent such loss, damage or injury is
caused by the negligence or willful misconduct of GRR or its agents or arises out of or in connection with the Track
Project. As a necessary condition for such indemnity to be enforceable against GRR
(a)
(b)
GRR shall be notified in writing promptly of any and all claims, liability, loss and expense for which the
CORK seeks indemnification from GRR; and
GRR shall have sole control of the defense of any and all claims, liability, loss and expense and all
negotiations for their settlement or compromise.
11. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by
either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the same
shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the
laws and court decisions of the State of Texas.
12. No party may assign its rights and obligations under this Agreement without the prior written consent of the other
party, which consent shall not be unreasonably withheld, conditioned, or delayed.
13. Other than the License Agreement between the parties, this Agreement supersedes every antecedent or concurrent oral
and/or written declaration and/or understanding by and between GRR and CORR pertaining to the Track Project.
14. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors
and assigns.
15. Each
party warrants that it has the full right and authority to enter into this Agreement. All necessary approvals and
authority to enter into this Agreement have been obtained and the person executing this Agreement on behalf of each
party has the express authority to do so and in so doing, to bind such party hereto.
C:\Documents and Settings\mfhane\Local
Settings Internet FileslOLKAaReimbursement Agreement - Nuse signature (00091109).DOC
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
CITY OF ROUND ROCK, TEXAS
A Texas municipal corporation
By: `A a
James use, P.E.
City M.,- • ger of Round Rock, Texas
Date: IO -2.l -o,
GEORGETOWN RAILROAD COMPANY
a Texas corporation
By:
W. B. Snead
Chairman of the Board
Date: j'' c c. T
C.\Documents and Settings \mthane\Local Settings \Temporary Internet Files\OLKAAReimbursement Agreement - Nuse signature (00091109).DOC
Exhibit A
License Agreement
LICENSE AGREEMENT
This License Agreement (hereinafter, "Agreement") is made and entered into
effective the date last executed herein below, by and between GEORGETOWN
RAILROAD COMPANY, a Texas corporation ("Licensor") and the CITY OF ROUND
ROCK, a Texas home rule municipality ("Licensee").
RECITALS:
WHEREAS, Licensee desires to replace five existing thirty (30) inch diameter
pipe culverts with four eight (8) foot box culverts adjacent to the Hermitage Subdivision
for the transportation of storm water (collectively, the "Culverts"), which Culverts cross
under the railroad tracks of Licensor; and
WHEREAS, Licensor wishes to grant to Licensee a license to replace and
maintain the Culverts;
NOW, THEREFORE, the parties hereby agree as follows:
Article I
License Granted; Term; Consideration
For and in consideration of the mutual covenants and contracts herein contained,
Licensor hereby grants to Licensee a license to replace and maintain the Culverts to cross
under Licensor's railroad tracks, located adjacent to the Hermitage Subdivision and
further described in Exhibit "A" attached hereto and incorporated herein for all pertinent
purposes, on the terms and conditions described herein below. This Agreement shall be
effective from and after the date fully executed, and shall terminate at such time as the
Culverts are no longer used by Licensee for the use provided hereinabove.
Article II
Location of Culverts
The Culverts shall be located as described in Article I hereof. Except as provided
herein, the Culverts, when installed by Licensee, shall be installed to meetall applicable
recommendations as specified by the American Railway Engineering and Maintenance of
Way Association (AREMA) Manual for Railway Engineering, Licensee shall deviate
from AREMA's recommendation -of using a minimum ballast depth of eighteen (18)
inches over the top of the Culverts which is measured from bottom of rail (top of ties).
Instead, based on the required flow -line elevations of the Culverts and the existing
railroad track elevation, Licensee shall be limited to twelve (12) inches of ballast for this
project. Using the twelve (12) inches ballast depth, the Culverts shall be designed to
00081475
R -O6 -O4 -Z2'- 1003
support railroad loads of a minimum rating of Cooper E-80. Installation shall be made in
conformity with the engineering profile contained in the construction plans as designed
by a licensed professional engineer.
Article III
Responsibilities of Licensee
3.1. Installation and Maintenance; Removal of Culverts
Licensee shall install or cause to be installed the Culverts at the location provided
in Article I hereinabove. The Culverts shall be installed safely and in a good
workmanlike manner, and during the construction, Licensee or its contractor involved in
the construction shall secure a policy of Railroad Protective Liability Insurance with
limits of liability of at least $5,000,000.00, naming Licensor as the named insured and
loss payee. Licensee agrees to provide satisfactory evidence of such insurance coverage
prior to beginning -construction of the Culverts. During the term of the Agreement,
Licensee agrees that it will properly maintain the Culverts and will take any and all
actions and expend any and all funds which may be required to maintain the Culverts.
Licensee further agrees that the construction, maintenance, and operation of the Culverts
will comply with all applicable_ State, Federal and local laws, rules or regulations, and
upon any notification by any person that the Culverts are not in compliance with such
laws, rules and. regulations, Licensee agrees to take prompt action to bring the Culverts
into such compliance. In the event. that. Licensee_ fails_ to properly maintain the Culverts
or to take any action required to bring the Culverts into conformance with all applicable
laws, rules or regulations, the Licensor, after ten (10) days notice to Licensee, may take
any such action as may be reasonablynecessary nary to render the Culverts safe for railroad
operations or in compliance with applicable laws, rules and regulations, and Licensee
agrees that in the event Licensor takes such action, Licensee, shall within thirty (30) days,
reimburse Licensor for the actual cost of labor performed by or on behalf of Licensor,
including wages of foremen, plus vacation allowances, paid holidays and health and
welfare benefit payments applicable to such labor, Licensor's cost price of all materials,
plus freight tariff to point of use, and excise taxes applicable to said Iabor and materials.
Upon termination of this Agreement, Licensee shall take prompt action to remove the
Culverts and all associated materials and repair any damage to Licensor's property which
may -be -caused -by -such removal. - Such removalshallbe-undertaken by Licensee without
any demand from Licensor, but shall in any event commence within thirty (30) days after
termination of this Agreement and written demand for removal being made by Licensor.
3.2. Indemnification and Hold Harmless
During the term of this Agreement, Licensee agrees to indemnify and hold it
harmless from any suits, claims, costs, loss or damage which may accrue to Licensor,
Licensee or third parties, from the operation of the Culverts arising out of, or occasioned
by, the negligent acts of Licensee or its employees or agents. The loss or damage for
which Licensee shall indemnify Licensor and hold it harmless shall specifically include,
but not be limited to, the following: (a) damage to or destruction of railroad track and
track bed, railroad cars and engines, or to the Culverts; (b) personal injury to or damage
to property, owned, leased or operated by (i) Licensor employees or agents; (ii) Licensee
employees, agents or contractors, or (iii) any third parties; and (c) economic loss to any
party caused by damage to or destruction of the Culverts or the interruption of Culverts
service, caused by negligence of Licensee, its employees or agents. Such indemnification
— -- ---- _
shall include all actual monetary costs to Licensor, including expenses and- attorney's
fees.
Article IV
Representations and Warranties of Round Rock
Licensee hereby represents and warrants to Licensor that the replacement,
operation and maintenance of the Culverts have been properly approved by the City
Council of the City of Round Rock, and that Licensee has been authorized by resolution,
or if required by its Charter, by ordinance, - to enterinto. this Agreement, that -the
resolution or ordinance has not been repealed and is in effect at the date of execution
hereof, and that this Agreement is enforceable against Licensee in accordance with its
terms. Licensee further warrants and represents that the city officer executing this
Agreement has been duly authorized to execute the same on behalf of, and as the act and
deed of, the City of Round Rock.
Article V
Assignment-
The license hereby granted by Licensor to Licensee is personal to the grantee
hereof, and Licensee shall have no right to assign this Agreement without the express
prior written consent of Licensor. Licensor's rights hereunder shall be freely assignable.
Article VI
Venue
This Agreement shall be construed under and according with the laws of the State
of Texas, and all obligations of the parties created hereunder are performable in
Williamson County, Texas.
Article VII
Notice
Any notice required or permitted hereunder shall be personally delivered or sent
by registered or certified mail, return receipt requested to the addressee at the address
listed below, and such notice shall be effective on the dateof delivery, or date of mailing.
Licensee:
Licensor:
City of Round Rock
ATTN: City Manager
221 East Main Street
Round Rock, Texas 78664
Georgetown Railroad Company
P.O. Box 529
Georgetown, TX 78627
IN WITNESS WHEREOF, this AGREEMENT is executed on the dates indicated.
LICENSOR:
GEORGETOWN RAILROAD COMPANY,
a Texas corporation
By d
Printed Name: W. B. Snead
Its:_.Chai-rman of the Board
Date Signed: .
LICENSEE:
CITY OF ROUND ROCK,
a Texas municipal corporati
By:
Date Signed:
Attest:12.`gi)
LE MAXWELL, Mayor
Ll -a g-05
CHRISTINE R. MARTINEZ, City Secretary
Date Signed:
L1-�0-05
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this AU day of 20041
by Nyle Maxwell, Mayor of the City of Round Rock, Williamson County, Texas, on
behalf of said city.
CHRISTINE R. MARTINE
MY COMMISSION EXPIRES
August 28.2005
Notary Public, State of Texas
Printed Name: -1 /j%/sic /. m e7 ,,ocz
My Commission Expires: R -a8'- QS
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this 7' day of /4941G/( , 20
by W. B. Snead, Chairman of the Board of Georgetown Railroad Company, on behalf of
said corporation.
Notary : ub ' , State of Texas
Printe. ame: WA. //y/' ire;
My Commission Expires: /2/3
1