HomeMy WebLinkAboutContract 39255-A1CITY SECRETARY
coNTRACT No..3
AMENDMENT TO
REIMBURSEMENT AGREEMENT
This Amendment to Reimbursement Agreement is made and entered into as of the 23`d
day of August, 2011 (the "Effective Date"), by and between UNION PACIFIC RAILROAD
COMPANY, a Delaware corporation ("UPRR") and the CITY OF FORT WORTH, TEXAS,
a Texas home -rule municipality ("Cy"). The UPRR and the City may be referred to herein
individually as a "Party" or collectively as the "Parties".
RECITALS:
A. The UPRR, the City, the North Texas Tollway Authority ("NTTA") and the
Texas Department of Transportation ("TxDOT") (City, NTTA and TxDOT are sometimes
referred to as the "Project Partners") entered into that certain Southwest Parkway/SH 121 Union
Pacific Railroad/Project Partners Formal Agreement executed as of January S, 2009 and
subsequently amended (the "Formal Agreement"), pursuant to which the UPRR and the Project
Partners established certain agreements and understandings with respect to the design,
construction, operation and maintenance of the Southwest Parkway/SH 121 ("SWP/SH 121").
B. Part of the development of SWP/SH 121 involves (i) the design and construction
of the two new SWP/SH 121 Bridges and the new Hulen Street Bridge, (ii) the design and
construction of certain retaining walls and related drainage systems at various locations along the
boundaries separating the North Mainline Bypass Tracks (as defined in the Formal Agreement)
and other portions of the UPRR's Davidson Yard from the right of way of SWP/SH 121 and
other properties of the Project Partners, and (Ili) the demolition of the now -existing bridge
carrying Hulen Street, all of which shall take place upon, over, across or adjacent to the
Davidson Yard, which is owned and operated. by the UPRR (the "Crossing Project").
C. In connection with the Crossing Project, (i) the UPRR will design and construct
the 4+4+4 Plan, including the design and construction of the North Mainline Bypass Tracks, (ii)
the UPRR will design and construct certain retaining walls and related drainage systems at
various locations along the boundaries separating the North Mainline Bypass Tracks and other
portions of the UPRR's Davidson Yard from the right of way of SWP/SH 121 and other
properties of the Project Partners, and (iii) the UPRR has elected to design and construct the
Trinity River Railroad Bridge, the easterly extension of trackage and certain other related
improvements (collectively, the "Railroad Project").
D. The City has determined a public need for a Trinity River East Bank Maintenance
Road for access to the flood protection systems in the river corridor as well as public access to
the Trinity River open spaces system.
E. For ease of administration and economies of scale, in 2009 the City requested that
the UPRR procure the design and construction of the Trinity River East Bank Maintenance Road
as part of UPRR's Railroad Project and accept reimbursement in the estimated amount of
$70,000.00 from the City as described in that certain Reimbursement Agreement dated as of
September 25, 2009 (City Secretary Contr<<ct No. 39255), by and between UPRR and the City
the "Reimbursement Agreement").
F. The City has determined a public need to expand the scope of work required of
UPRR under the Reimbursement Agreement ("Additional Work'), with the result that additional
compensation from the City to UPRR is appropriate and required.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties mutually agree, as follows:
1. UPRR Responsibilities.
As requested by the City, the UPRR conducted additional design work for the Trinity
River East Bank Maintenance Road. In addition, the estimated costs of constructing the Trinity
River East Bank Maintenance Road have been recalculated based on contractor's quotations. In
light of the foregoing, the estimated cost of the construction of the Trinity River East Bank
Maintenance Road is increased to $159,500,00,
2. City Responsibilities.
The City shall reimburse the UPRR for remaining invoices within ten (30) business days
of receipt of a substantiated invoice from UPRR. UPRR acknowledges that $78,163.23 has been
paid by the City to UPRR as of the Effective Date of this Amendment.
3. Miscellaneous.
(a) Entire Agreement; Recitals. The Reimbursement Agreement and this
Amendment comprise the entire agreement between the Parties concerning the design and
construction of the Additional Work on the Trinity River East Bank Maintenance Road. The
Recitals set forth above are hereby incorporated into this Amendment and made part hereof.
This Amendment is not intended to modify or .alter the Formal Agreement and is to be
considered separate and apart from the Formal Agreement. If there is any conflict between this
Amendment and the Formal Agreement, the Formal Agreement shall control.
(b) Representations and Warranties. Each Party hereby represents and
warrants to the other Party that (i) such Party has full power and authority to execute and deliver
this Amendment and to effectuate the terms hereof without the approval or consent of any other
person that has not been obtained; and (ii) this Amendment constitutes the legal, valid and
binding obligation and agreement of such Party, enforceable against such Party in accordance
with its terms. Without limiting the foregoing, the signatories to this Amendment warrant that
each has the authority to enter into this Agreement on behalf of the Party represented.
(c) Execution. This Amendment may be executed in multiple counterparts,
each of which for all purposes is deemed an original, and all of which constitute collectively one
agreement.
(Remainder of Page Intentionally Left Blank)
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed
as of the Effective Date first herein written.
UNION PACIFIC RAILROAD COMPANY,
a Delaware corporation
Narri
Title
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Assistant Vice President -Law
Approved as to Form and Legality:
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CITY OF FORT WORTH,
Fernando Costa
Assistant City Manager
Recommended By:
Bryan Beck, P.E.,
Sr. Capital Projects Officer
Planning and Development Dept.
Approved as to Form and Legali±y:
Douglas W. Black
Assistant City Attorney
ATTEST:
Mary J. Kayser
City Secretary
Authorization: M&C C-25108
Date: 8.23.11
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed
as of the Effective Date first herein written.
UNION PACIFIC RAILROAD COMPANY,
a Delaware corporation
By:
Name:
Title:
Approved as to Form and Legality:
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CITY OF FORT WORTH,
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Fernando Costa
Assistant City Manager
Recommended By:
Bry Be k, P.E.,
Sr. C it 1 Projects Officer
Plann' and Development Dept.
Approved as to Form and Legality:
Douglas W. Black
Assistant City Attorney
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Authorization: M&C C-25108
Date: 8.23.11