R-05-04-28-10D3 - 4/28/2005RESOLUTION NO. R -05-04-28-10D3
WHEREAS, the City of Round Rock wishes to enter into a License
Agreement with Georgetown Railroad Company regarding the Onion
Branch/Georgetown Railroad Culvert Improvements Project, and
WHEREAS, the Council wishes to accept the terms and conditions
of said Agreement with Georgetown Railroad Company, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a License Agreement with Georgetown Railroad
Company, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 28th day of April, 2005.
NY ` ' WELL, Mayor
Citof Round Rock, Texas
2.�JiIMt.non
CHRISTINE R. MARTINEZ, City Secre
@PFDesktcp\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R50428D3.WPD/sc
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 meet all 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
EXHIBIT
"A"
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 reasonably necessary 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 labor 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 removal shall be 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,
2
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 enter into 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 date of delivery, or date of mailing.
3
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 COMP ,
a Texas corporation Z
By: `g',
Printed Name: W. B. Snead
Its: Chairman of the Board
Date Signed:
LICENSEE:
CITY OF ROUND ROCK,
a Texas municipal corporation
By:
NYLE MAXWELL, Mayor
Date Signed:
Attest:
CHRISTINE R. MARTINEZ, City Secretary
Date Signed:
4
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of , 20_,
by Nyle Maxwell, Mayor of the City of Round Rock, Williamson County, Texas, on
behalf of said city.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this /day of /%,A42CX , 20O
by W. B. Snead, Chairman of the Board of Georgetown Railroad Company, on behalf of
said corporation.
Holly 14 TNsI
Notary Public.: ate of Texas
My Commissi. n Expires:
December 3. 2008
No . 'u. ic, State of Tex,
,�/
Print... ame: , ,'4 T/fi -/
My Commission Expires: /Z/ og
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AN EXHIBIT "A"
I\ ONION BRANCH CULVERT IMPROVEMENTS ""RDUNDRDCK, TEXAS
CULVERT IMPROVEMENTS AREA
Mile Marker 2
(-0.1 mile of 525 ft.
from project location)
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DATE: April 21, 2005
SUBJECT: City Council Meeting - April 28, 2005
ITEM: 10.D.3. Consider a resolution authorizing the Mayor to execute a License
Agreement with Georgetown Railroad Company for the Onion
Branch/Georgetown Railroad Culvert Improvement Project.
Department: Engineering & Development Services
Staff Person: Tom Word, Chief of Public Works Operations
Justification:
This project is to improve existing conveyance conditions along Onion Branch in the vicinity of
the Hermitage subdivision. Currently, there are five 30 -inch diameter pipe culverts that are
located on Onion Branch at the existing railroad tracks. During large storm events, these pipe
culverts are not large enough to transport the stormwater past the railroad tracks without
overtopping the tracks or backing up water into the streets. This project will replace the five
existing pipe culverts with four 8 -foot box culverts, to improve the conveyance of stormwater
under the railroad tracks.
Because the project is located on the Georgetown Railroad Company (GRR) property, this
license agreement will authorize the City to access the Georgetown Railroad Company (GRR)
property in order to complete the required drainage improvements. GRR will assist the City
with this project by removing the tracks and replacing the tracks as needed in order to keep at
least one of the three railroad tracks operational at all times.
Funding:
Cost: N/A
Source of funds: Regional Detention
Outside Resources: Georgetown Railroad Company
Background Information:
The eastern edge of the Hermitage subdivision is within the 100 -year flood plain. Although
the houses in the subdivision are somewhat elevated and haven't experienced flooding, the
streets in the subdivision do become inundated with water during intense rainfall events.
Public Comment: N/A
AGR
7 PGS
LICENSE AGREEMENT
2005034027
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 meet all 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
R05* -04-21- 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 reasonably necessary 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 labor 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 removal shall be 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,
2
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 enter into 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 date of delivery, or date of mailing.
3
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: 4 d • —A/.,•---'
Printed Name: w. B. Snead
Its: Chairman of the Board
Date Signed:
LICENSEE:
CITY OF ROUND ROCK,
By:
a Texas municipal corporati
Date Signed:
Attest:
YLE MAXWELL, Mayor
LI -a2 -o5
2 . `aAuivt
CHRISTINE R. MARTINEZ, City Secretary
Date Signed: i4 -.O - OS
4
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this o{d day of , 200g"
by Nyle Maxwell, Mayor of the City of Round Rock, Williamson County, Texas, on
behalf of said city.
CHRISTINE R. MARTINEZ
MY COMMISSION EXPIRES
August 28, 2005
Notary Public, State of Texas
Printed Name: 0405Thoc R. miie7�n1EZ
My Commission Expires: 8. -,28',05 -
STATE
-o28 OS
STATE OF TEXAS §
COUNTY OF WILLIAMSON § /
This instrument was acknowledged before me this "day of /%%¢eiG2 , 200.
by W. B. Snead, Chairman of the Board of Georgetown Railroad Company, on behalf of
said corporation.
Notary
H Thiel
y Public, State of Texas
' My Commission Expires:
December 3, 2003
Notary ' ub ' , State of Texas ,,,„/
Printe. 'ame: //o //y/V�/
//!"'g--/
My Commission Expires: /2/Vo'
5
N EXHIBIT "A"
ONION BRANCH CULVERT IMPROVEMENTS�'RWNDROCKTEXAS
%It
o
At 44
i�1
SPG\k°' OS\ON Ott?��
m
73,1Gok
NE 1111
SAO �o11111
Mile Marker 2
(-0.1 mile of 525 ft.
from project location)
CULVERT IMPROVEMENTS AREA
FILED AND RECORDED
OFFICIAL PUBLIC RECORDS 2005034027
05/06/2005 03:29 PM
CARRILLO $26.00
NANCY E. RISTER, COUNTY CLERK
WILLIAMSON COUNTY, TEXAS
Mutsu -ret..0
l { u r l -}- c-`
CITY OF BOUND ROCK
ADMINISTRiWON
221 EA 3 r MAIN STREET
�3C3v V
ROCK, IEXM: 73,364