HomeMy WebLinkAboutResolution 1768.~-
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WHEREAS, the Cities of Dallas and Fort Worth, acting collectively
as "Railtran", in conjunction with their respective
transit agencies, DART and THE T, are negotiating with
the Union Pacific Railroad, concerning modifications to
an operating rights agreement the Union Pacific has with
the Cities for the Railtran Corridor; and
WHEREAS, certain modifications or agreements are necessary in
order' to provide the best opportunity for passenger
service on the Railtran corridor; and
WHEREAS, agreement with other users of the Railtran corridor may
also be necessary; and
WHEREAS, specialized knowledge of the railroad industry and
applicable laws is needed to protect the Cities'
interest; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT
WORTH, TEXAS: '
SECTION 1. That the City Manager is hereby authorized to
sign a professional services contract with the law firm of
Pepper, Hamilton & Scheetz, in conjunction with the consulting
firm of Temple,. Barker & Sloane, Inc., as special legal counsel
and rail consultant, respectively, for the Cities of Dallas and
Fort Worth in the negotiation of Railtran-related contracts for
an amount not to exceed $250,000 following approval as to form by
the City Attorney,
SECTION 2. That this resolution shall take effect immedi-
ately from and after its passage in accordance 'with the provi-
sions of the Charter of the City of Fort Worth, and it is
accordingly so resolved.
APPROVED BY1
~ITf COUNCI!
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CITY OF FORT rIIORTR
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SEWT SY~GIT'YvF DALLAS ~ 9- 6-91 1 154 CITY ATTuRNEY' 817670C359~ii 6
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Resolution No. 91-
THE STATE OF TEXAS
COUNTY OF DALLAS
PROFESSIONAL GERVTCEB CONTRACT
THIS CONTRACT is made and entered into~by and between the CITIES
OF DALLAS and FORT WORTH, both Texas municipal corporations, o!
Dallas and Tarrant Counties, Texas, respectively, (~~CITIE6"), and
the- law firm o! PEPPER, HAMILTON, & SCHEETZ ("PEPPER, HAMILTON, &
SCHEETZ"), whose offices are at 1300 Nineteenth Street, N.W.,
Washington, D.C. 20036.
w?T~ILE~E_TH
1. PEPPER, HAMILTON, i SCHEETZ is hereby rstairiefl to assist
the CITIES in analyzing and negotiating agreements relatefl to
commuter passenger service on the Railtran Corridor, which consists
of railroad right-of-way connecting the Cities of Dallas and Fort
Worth. The •CITIE6 acknowledge that PEPPER, HAMILTON, & SCHEETZ
shall employ the firm of TEMPLE, BARKER, & SLOANE, INC, to perform
engineering and management consulting services required for the
performance OE this Contract. The TEMPLE, BARKER, & SLOANE, INC.
firm shall be compensated by PEPPER, HAMILTON, & SCHEETZ Prom the
reimbursement provided for under section 3 of this Contract.
;.
2. PEPPER, HAMILTON, & SCHEETZ hereby agrees to perform the
professional services necessary, in accordance with the terms o!
this Contract and the Statement of Services attached hereto and
incorporated herein as EXHIBIT A; provided however, in case of
oonflict, the terms and conditions of this Contract shall control.
Mora specifically, payments by the CITIES for services shall be
limited in accordance with Bection 3 of this Contract and the CITIES
will not be required to issue an advance retainer. This Contract
shall be administered on behalf o! the CITIES by their City
Attorneys, who will assign one or more Assistant City Attorneys to
assist PEPPER, HAMILTON, & SCHEETZ in these negotiations. At the
request of the City Attorneys, PEPPER, HAMILTON, & BCHEETZ will
provide statue reports, and will participate Prom time to time in
briefings for relevant Committees or Councils oP the CITIES.
3. For the performance of services by PEPPER, HAMILTON, &
OOIIDnTd, OITIDO a~raa t^ !ay DYDDL'I1, WJi1[ILmO)i, G CCYYTiT2 nn an
hourly rata basis pursuant to the Hourly Rate Schedule included in
EXHIBIT B. CITIES shall also reimburse PEPPER, HAMILTON, & SCHEETZ
for significant out-of-pocket expenses approved by the City
AlLvsitay; Z+YZV1dbd, howaYBL', that tietal Pnymanta under thio Oontraot
shall no! cussed 8~50.ooQ. Payment shall ba made monthly following •
receipt end approval of invoices. In the event the authorized
not-to-exceed amount has been paid PEPPER, HAMILTON, 6•SCHEETZ by
th4 rTT7Y'C and fnrthor fnnninQ i9 nArnPn, PEPPER, HAMTT~TQN~ b
SCHEETZ shall inform the CITIES oP the estimated amount needed to
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Lh. SENT BY~GITY OF DALLAS ~ 9- 6-91 ~ 1154 ~ GITY ATTDRNEY• 8178708359~ti 7
complete the required tasks. If the CITIES refuse to authorize an
increase in compensation, then PEPPER, HAMILTON, & SCHEETZ shall be
under no obligation to continue performing services under this
contract.
• 4. The term of this Contract shall begin as of August 15,
1991, and continue until terminated as provided herein. All
services are to be completed timely and in the highest professional
manner.
-5. Either City Attorney may terminate the performance of
services in whole or in part upon written notice to PEPPER,
HAMILTON, & SCHEETZ. CITIES agree to pay PEPPER, HAMILTON, &
BCHEETZ for all services approved by the City Attorneys and
completed prior to the effective date of such notice.
6. This Contract 1s made subject to th6 charter and ordinances
of the CITIES, as amended, and all applicable laws of the State o!
Texas. Venue for any legal action under this Contract shall lie
exclusively in Dallas or Tarrant County, Texass and in construing
this Contract, the laws and court decisions oP the State oP Texas
shall control. PEPPER, HAMILTON, & SCHEETZ also agrees to comply
with the provisions oP Attachment I, attached hereto and made a part
hereof, concerning conflict of interest and gilts to public servants.
It is acknowledged by the CITIES that PEPPER, HAMILTON, &
~ • SCHEETZ represents, and in the future will represant~ other clients
that are or may be involved in transactions or have other contacts
with the City of Dallas. The CITIES consent to PEPPER, HAMILTON, i
SCHEETZ~S continued and future representation oP such other clients
without the need for any further consents from the CITIES when
PEPPER, HAMILTON, & scHEETZ deems appropriate and in accordance with
standard ethical requirements, such as where there is no direct
relationship between such representation of other clients and the
matters the firm is handling for the CITIES.
7. All 04 PEPPER, HAMILTON, & SCHEETZ~s work product,
including the work product of TEMPLE, BARKER, G SIAANE, INC., under
this Contract shall become the property of the CITIES, without
restriction on future use. Copies may be retained by PEPPER,
HAMILTON, & SCHEETZ. PEPPER, HAMILTON, & SCHEETZ shal`1 retain all
records relating to this Contract for a minimum of 5 years following
termination, during which time the CITIES reaorie the right to audit
such records at its election. PEPPER, HAMILTON, 6 SCHEETZ shall
maintain strict confidentiality in the performance of this Contract
and shall not disclose any information or documentation related to
• the subject matter oP this Contract without the written approval of
the City Attorney.
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SENT BY~G11Y OF DALLAS ~ 9- 6-91 1 155 ~ G17Y AIIURNEY~ 91'78'706355~>: By
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EXECUTED THIS the day oP , 1991, by CITIES.
APPROVED AS TO FORM:
ANALESLIE MUNCY, City Attorney
HY
EDWARD H. PERRY
Assistant City Attorney
CITY OF DALLAS
JAN HART, City Manager
BY
Assistant City Manager
APPROVED AS TO FORM AND
LEGALITY: WADE ADKINS,
city Attorney
BY
DAVID YETT
Assistant City Attorney
iesse
CITY OF FORT WORTH
DAVID IVORY, City Manager
BY
Assistant city Manager
PEPPER, HAMILTON, & SCHEET2 ,
BY • k
(AOTHORZZED PARTNER)
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p ~;, SENi BY:G1~fY OF DALLAS ; 9- E-yl ; 1 156 ~ G1iY AlIORNEY~ b17870635y;S y
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STATEMENT OF SERVZC
The following is a list of services to be provided by PEPPER,
HAMILTON, & BCHEETZ in connection with the. implementation of
• passenger eservice on the RAILTRAN Corridor (the "Projeat").
LEGAL sERVICEB
i. Advice the CITIES' Attorneys concerning certain legal
issues related to the Project.
2. Assist the CITIES in the relevant negotiations, which will
include defining the goals, nes6saing the r6lative
bargaining strengths of the parties as to particular
issues, developing the strategies to achieve the CiTIES~
goals, and structuring the most affective possible
ag:.eerents with the railroads.
3. Coordinate and supervise the efforts of TEMPLE, BARKER, &
BL4RNE, ING, to assure that necessary engineering and
mansy6ment consulting a6rvice6 Sre prav:dsd.
4. participate in the negotiations with the railroads an8
assist in the drafting of specific agreements.
v• MANAGE Mr-*'+' C~+~TSUL'+'INr c RVrnF~ (in conjunction with TEMPLE, BARKER,
~ SLOANE, INC.)
1. Provide an assessment of the current conditions of the rail
line in _the RAILTRAN Corridor and what will be required,
including the expenses and costs, to support op®rations at
different levels of speed.
2. Provide an assessment of the savings to freight operators
resulting from public investments made to enable the
Raiitran line to support operations at more than 40 mph:
3. Provide an assessment of the number of passenger trains
that can bo oaerated at 3ifferent levsle of speed without
significantly interfering with freight service.
4. Analyze the cost, operating, and liability implications of
alternative arrangements between the relevant public
`'
agencies and
railroads for passenger eervice operations on
the Railtran Corridor.
+ess
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EXHIBIT A - Page 1 of 1
,SENT BY:GITY OF DALLAS ~ 9- 8-91 ~ 11:56 ~ G1TY F17UfifVEY~ 8178?UB35P.;ti1U
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ATTACHMENT I ~~ ;,,
A. CONFLICT OF INTEREST
The following section of the Charter of the City of Dallas
shall be one of the conditions, and a part of, the consideration. of
this contract, to wit:
"CHAPTER XXII. Sec. 11. FINANCIAL INTEREST OF EMPLOYES OR •
OFFICER PROHIBITED -- No officer or employee shall hnve- any-
financial interest, direct or indirect, in any contract with_ the=-.
City or be financially interested, directly or indirectly, in they
sale to the City of any IaiiG, mE+ta}is16, supplies cir eerssic:s,~
except on behalf of the City as an officer or employee. Any-
violation of this section shall constitute malfeasance in office,
and any officer or employee guilty thereof shall thereby forfeit the_.
officer's or employee's office or position with the City. Any
violation of this section, with lrnowledge, express or implied, of
the person or corporation contracting with the City shall render the
contract involved vcidWblo by the City Manager 4r the City Council.
The alleged violations of this section shall be matters to be
determinrad eith~,f I,y the :vial Board in the case of employees who
have the right to appeal to the Trial Board, and by the City council
in the case of other employees.
The prohibitions of this section shall not apply to the
participation by Citl• e*~ployse6 in federally-funded housing
programs, to the extent permitted by applicable federal or state •,=
law."
B. -. C-I FT mn PTIRLSC SERVANT
CITIES may terminate this Contract immediately if PEPPER,
HAMILTON, Z SCHEETZ has offered, or agreed to confer any benefit
upon one of the CITIES employees or officials that. the CITY employee
or offioial is prohibited by law from accepting. (CITIES have been
advised by the prosecuting authorities that the Section 36.10(4)-
exception to Section 36.08 and 36.09 0! the Texas Penal Code i® not
available. to public servants who have no legal reporting
requirements).
For purposes of this section, "benefit" means anything
reasonably regarded as economic gain or economic advantage,
including benefit to any other person in whose- welfare the
beneficiary is interested, but does not include a contribution or
expenditure made and reported in accordance with law.
Not withstanding any other legal remedies, CITIES may require
PEPPER, HAMILTON, & SCHEETZ to remove any employee o! PEPPER,.
HAMILTON, & SCHEETZ Prom the Project who has violated the
reetrictiona og this saotion or any similar state or federal law,
and obtain reimbursement for any expenditures made as a result of
the improper cff6r, agreement *_o confer, or conferring of a benefit
to a CITY employee or official.
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