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HomeMy WebLinkAboutContract 60668CSC No. 60668 AGREEMENT NO. R-023762 PEDESTRIAN CROSSING MAINTENANCE AGREEMENT This Agreement ("Agreement") is made by and between DALLAS AREA RAPID TRANSIT ("DART"), a regional transportation authority created, organized, and existing pursuant to Chapter 452, Texas Transportation Code, with offices at 1401 Pacific Avenue, Dallas, Texas 75202, acting on its own behalf and on behalf of FORT WORTH TRANSPORTATION AUTHORITY, d/b/a TRINITY METRO ("Trinity Metro"), a regional transportation authority created, organized, and existing pursuant to Chapter 452, Texas Transportation Code, with offices at 801 Grove Street, Fort Worth, Texas 76102, and the CITY OF FORT WORTH ("COFW"), a Texas home rule municipal corporation, located at 200 Texas Street, Fort Worth, Texas 76102. WHEREAS, DART and Trinity Metro jointly conduct commuter rail operations between Dallas and Fort Worth, Texas under the assumed name Trinity Railway Express ("TRE"); and WHEREAS, pursuant to the Second Restated Interlocal Cooperative Agreement between DART and Trinity Metro, DART is authorized to execute certain agreements on behalf of both DART and Trinity Metro; consequently, all references to "TRE" in this Agreement and any exhibits to this Agreement shall mean and refer to both DART and Trinity Metro, individually and collectively, in their capacities as joint operators of the Trinity Railway Express; and WHEREAS, on December 27, 1999, COFW, DART, Trinity Metro, and the City of Dallas executed an interlocal agreement ("ILA") to effect the transfer of all of the City of Dallas and COFW' s respective rights, title, interests, obligations, and responsibilities in and to the railroad corridor between Dallas and Fort Worth, Texas (the "Corridor") to TRE; and WHEREAS, the ILA provides that COFW shall have the right to use portions of the Corridor and to cross the Corridor with governmental infrastructure; provided, however, that such use and crossing rights shall not unreasonably interfere with TRE's rights and uses of the Corridor; and WHEREAS, the ILA provides that, except with regard to existing at-grade crossings, COFW shall bear the entire cost and expense of designing, installing, constructing, reconstructing, repairing, operating, removing, replacing, and maintaining its new facilities within the Corridor; and WHEREAS, on January 22, 2021, TRE and the State of Texas, acting by and through the Texas Department of Transportation ("TXDOT") executed the Railroad Signal Master Agreement For Federal Aid Projects ("RR Master Agreement"), which addresses TXDOT's rights and obligations relating to highway railroad grade crossings; and WHEREAS, in coordination with COFW and TXDOT, TRE (through its contractor) plans to install a pedestrian crossing at Beach Street, Fort Worth, Texas (Mile Post 614.09, DOT 598-341W, Latitude 32. 771003 / Longitude -97.287 450) and a second pedestrian crossing at Riverside Drive, Fort Worth, Texas (Mile Post 613.12, DOT 598-388N, Latitude 32.762402 / Longitude -97.301728), collectively referred to herein as the "Improvements"; and WHEREAS, the Improvements will consist of various width concrete paths on either side of Beach Street and Riverside Drive ("Paths"), highway-railroad grade crossing warning and control devises ("Warning System"), railroad pedestrian gates ("Pedestrian Gates"), and swing gates for pedestrian and bicycle purposes ("Swing Gates"), as more particularly detailed in Exhibit A-1 and Exhibit A-2, dated 9/27/2023, attached to this Agreement; and City of Fort Worth -Beach Street, Riverside Drive 1 of5 Mile Post 614.09, 613.12 WHEREAS, pursuant to the RR Master Agreement, TXDOT will fully reimburse TRE for its costs to install the Improvements; and WHEREAS, TRE and COFW (individually referred to herein as a"Party" or collectively as "Parties") desire to enter into this Agreement concerning the future maintenance of the Improvements; and NOW THEREFORE, the Parties agree as follows: I. Term. 11 This Agreement shall be effective on the date last signed by a Party ("Effective Date") and shall continue in effect until either Party provides thirty (30) days' written notice of termination. II. Maintenance and Security of the Improvements. 2.1 TRE Maintenance. TRE shall be solely responsible for maintaining the Warning System and Pedestrian Gates, including the payment of all associated costs for the Warning System, and COFW will reimburse all associated costs for the Pedestrian Gates — except as otherwise provided by this Agreement. 2.2 COFW Maintenance and Repair. COFW shall be solely responsible for maintaining and repairing the Paths and Swing Gates, including the payment of all associated costs. As part of its maintenance obligations, COFW shall maintain all landscaping adjacent to the Paths, together with mowing, trash removal, and graffiti removal. In the event the Pedestrian Gates are damaged beyond normal wear and tear and such damage was not proximately caused by TRE employees or contractors, COFW shall also be required to repair the Pedestrian Gates, including the payment of all associated costs. COFW shall coordinate with TRE and obtain TRE's written approval prior to entering onto TRE property to perform repairs or maintenance work as provided in Section 2.4. 2.3 Securi . COFW may, in the future, install fencing along the Paths and implement additional security measures for the Improvements at its sole cost; provided, however, TRE must approve the materials and design of such fencing and other security measures in advance. COFW shall maintain any fencing constructed along the Paths at its sole cost. 2.4 Permission to Access TRE Propertv. TRE hereby grants COFW permission to enter onto TRE property for the limited purpose of fulfilling its maintenance and repair obligations under this Agreement and, if approved by TRE in advance, installing fencing and providing other security measures for the Improvements; provided, however, COFW must first coordinate with TRE and obtain TRE's written approval prior to entering onto TRE property. 2.5 Future Coordination. COFW and TRE shall coordinate for any other modi�cations or additions to the Improvements. COFW understands and agrees that future modifications or additions to the Improvements may require the execution of a license agreement and/or contractor's right of entry agreement. III. Consideration. 3.1 Pedestrian Gates. COFW shall reimburse actual costs incurred by TRE (made payable to DART on behalf of TRE) for actual work performed by TRE and its contractor(s) to ensure the Pedestrian Gates are operating as intended. To the greatest extent reasonably practical, TRE (through DART) shall provide written notice to COFW at least thirty (30) days prior to incurring any costs associated with the Pedestrian Gates. TRE (through DART) will City of Fort Worth — Beach Street, Riverside Drive 2 of 5 Mile Post 614.09, 613.12 invoice COFW for actual costs incurred under this section regarding the Pedestrian Gates for reimbursement by COFW. COFW shall timely pay the invoices, and in all events within thirty (30) days of its receipt. 3.2 Acceptance of Reimbursement Pavments. COFW's reimbursement obligations under this Agreement for costs incurred by TRE prior to the termination of this Agreement shall survive such termination. TRE's acceptance of any reimbursement payment after termination of this Agreement shall not reinstate or continue the terms of this Agreement. Likewise, TRE's acceptance of any reimbursement payment shall not affect any provision of this Agreement or constitute a waiver of TRE's right to enforce any term of this Agreement. IV. Insurance 4.1 Required Insurance. Prior to entry onto TRE's property, COFW shall procure and maintain, at its sole cost and expense, commercial general liability insurance in the following form and amount: a. Per occurrence limit of at least $2,000,000 b. Primary and non-contributory endorsement c. Endorsement naming DART, Trinity Metro, and their respective directors, officers, representatives, contractors, agents, and employees as additional insureds with respect to ongoing and completed operations without qualifications or restrictions d. Endorsement waiving the issuing insurance company's rights of recovery against DART and Trinity Metro, whether by way of subrogation or otherwise e. The form of coverage and insurer(s) must be satisfactory to TRE. 4.2 Self-Insurance Alternative. Alternatively, COFW may provide all or part of the insurance coverage required by this Agreement through self-insurance. Upon DART's request, COFW shall provide documentation demonstrating satisfactory coverage. V. INDEMNITY AND SHIFTING OF RISK. 51. Indemnitv. To the extent permitted by law, COFW agrees to RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY DART, TRINITY METRO, and their respective directors, officers, employees, contractors, agents, and representatives (collectively "Indemnitees") from and against all liabilities, losses, damages, claims, costs, and expenses (including attorney's fees) for bodily injury or death to any person and for damage to, loss of, or loss of the use of any property arising out of or resulting from COFW's (including COFW's employees, subcontractors, agents, or invitees) entry onto TRE's property, performance under this Agreement, or breach of any of the terms of this Agreement — except to the extent proximately caused by the negligence or intentional misconduct of one or more Indemnitees. Additionally, to the extent permitted by law, COFW shall INDEMNIFY, DEFEND, AND HOLD INDEMNITEES HARMLESS against all costs, expenses, claims, and liability related to any environmental contamination and related clean-up of TRE's property resulting from COFW's use of TRE's property under this Agreement. Nothing herein shall ever require COFW to create a sinking fund or other set-aside of funds. 5.2. Interpretation. In the event any part of the provisions of this Indemnification section are determined City of Fort Worth — Beach Street, Riverside Drive 3 of 5 Mile Post 614.09, 613.12 by statutory authority or judicial decision to be void or unenforceable, then this section shall not fail in its entirety, but will be enforceable to the greatest extent permitted by law. This Indemnification section and all other indemnification provisions shall survive the termination of this Agreement. VL Miscellaneous. 61. Notice. Notices permitted or required by this Agreement shall be in writing and shall be deemed delivered when hand delivered or when placed, postage prepaid, in the U.S. mail, certified, return receipt requested, and addressed to: COFW at the address set out in the first paragraph of this Agreement; and TRE at 1401 Pacific Avenue, Dallas Texas 75202, Attn: Railroad Management. Either Party may designate a different address for receipt of notice by giving written notice of such change of address. 6.2. Assi ng ment. COFW shall not, absent TRE's prior written consent, assign or transfer its rights under this Agreement in whole or in part. 63. Governin�. This Agreement shall be construed under and in accordance with the laws of the State of Texas. Any action brought by a party to enforce any provision of this Agreement shall be commenced in a state district court of competent jurisdiction in Dallas County, Texas. 6.4. Entiretv; Amendments; Counterparts; Exhibits. This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements and understandings, if any, relating to TRE's property and the matters addressed herein. This Agreement may be amended or supplemented only by a written instrument executed by the Parties. The Parties may execute this Agreement in multiple originals and when taken together, those originals constitute a whole. Exhibits A-1 and A-2, referenced in this Agreement, are fully incorporated herein for all intents and purposes. 6.5. Parties Bound; Third-Partv Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors and assigns. There are no third-party beneficiaries to this Agreement. 6.6. No Joint Enterprise. The Parties do not intend that this Agreement be construed as finding that the Parties have formed a joint enterprise. The purposes for which each Party has entered into this Agreement are separate and distinct. 6.7. Severabilitv. If any provision of this Agreement is determined to be illegal or unenforceable in any respect, such determination will not affect the validity or enforceability of any other provision, each of which will be deemed to be independent and severable. 6.8. No Waiver of Governmental Immunitv. By entering into this Agreement, TRE and COFW do not waive or diminish any immunities, protections, or defenses available to them, including by eXample and without limitation, governmental immunity and statutory caps on damages. 6.9. Si�nature Authoritv. Each of the individuals signing this Agreement warrants that he or she is duly and properly authorized to execute this Agreement on behalf of his or her respective Party. [Signatures on following page.] City of Fort Worth — Beach Street, Riverside Drive 4 of 5 Mile Post 614.09, 613.12 CITY OF FORT WORTH, TEXAS: By:william 0:45CST William Johnson, P.E Assistant City Manager Date: Nov 28, 2023 APPROVAL RECOMMENDED: ,¥:, ,2., By: Lauren Prieur(Nov 27, 202315:13 CST) Lauren Prieur, P.E Director Transportation and Public Works APPROVED AS TO FORM AND LEGALITY: By: DBlack (Nov 27, 2023 18:06 CST) Douglas W. Black Senior Assistant City Attorney CONTRACT AUTHORIZATION M&C: NIA----- ATTEST: �A�By:_U ____________ _ Jannette S. Goodall City Secretary CONTRACT COMPLIANCE MANAGER: TRINITY RAILWAY EXPRESS By:� Dee Leggett Executive Vice President/ Chief Development Officer Date: Dec. 26, 2023 By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. l rkat ShtesthaBy: lskal Shrestha (Nov 8, 2023 08:09 CST) Iskal Shrestha, P .E Project Manager City of Fort Worth -Beach Street, Riverside Drive Page 5 of 5 Mile Post 614.09,613.12 ssac-s 3 o � s9srui �on� ��roaa a��� �3pz Q- __ _ _ - a o�w �- " o Y __ ��"' - - ��� p��o � 3 _ - -- ��k- �=� �agw � - � - -��� - _ - - - - - - � jo _- �g� - �jma�o�Q - �a - _ - �w` _ _ _ oi! _ a3 n c�v� a - -i�zwm ��Y°Jj4 NORTH - o��op °Jowwp�p w � � � � '� � I I`YI � __ -z- - n- Qo�o�No � � _ z�� o�o _ e �. r J�� � o�nonoo�n�oomn�..a��� m�.�., � r �n n a n � � s 1 Q � m _ W � � o3w w � 6�� u = i� 3 - �wir 3 - � u�i o� a _ � �� ��� �a aa; � �� a - 'a \ j=w _ �a� �e� 1\ J _ _� � ��P�l�' �'�?/ o �'.`QJ���QP�� . � � � \/~~�� m� - �i� �'a - 1 il��r _� o, � .L�32I LS H�d�fl H L2ION Ld L2IS"Q 32I L- QHO�I IIt 2I QNOfl 8IOZ � 0 V o � Qww ` \ _ -- - o oo�.F 3 z "a� :�?�a a, '� - = d w �' � a � s `��_� � - E M d 'x � �I��i�� A _ �o F�SW � z N�3� �,;� .� � �„J Q ��s,.,.:o:�%= ��x a z a � � �� e� � � � �3�3 X ° ¢ x F ¢ � __ m3 W �; � � � Q � Q � � � `� � W � c �� � N � z _- o�Q I _ _3 am / � / rc li-- � �'v � � - s,d W � � �O pd � � /�\ i �� ad NormU � ., / T,� �< p r � /, �. n �� � - ;e ;� � �f,.�x- ��o - - � _ - - �� an F �o w� �� =- ; - r� m °" � I�1 - '� _ I �- I -- -��a � 3p W� �o� 1 3 = x � w � U a J a � ' . _ m �� � �� Z � I � �m - -I I a I 'k � p b: J �� W _ py O _ _ _ � N ,s W c� � ' F .�n-�,� :� ¢ U � W a � � P1 II .� I '� - � �I � ', - �� � � � � _ I __�. 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BEACH STREET CROSSING AND RIVERSIDE DRIVE CROSSING) M&C: N/A CPN: 101865 & 104004 CSO: 60668 DOC#: 1 Date: 11/07/2023 To: Name Department Initials Date Out 1. Iskal Shrestha TPW - signature 15 Nov 8, 2023 3. Chad Allen TPW - review � Nov 20, 2023 4. Lissette Acevedo TPW - review � Nov 21, 2023 5. Patricia L Wadsack TPW — review �� Nov 27, 2023 6. Lauren Prieur TPW - signature ��� Nov 27, 2023 7. Doug Black Legal - signature � Nov 27, 2023 8. William Johnson CMO - signature Nov 28, 2023 9. Dee Leggett DART-signature �- Dec. 26, 2023 10. Jannette Goodall CSO - signature ,s� Dec 29, 2023 10. TPW Contracts TPW DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑YES �No RUSH: ❑YES �No SAME DAY: ❑YES �No NEXT DAY: ❑YES ❑No ROUTING TO CSO: �YES ❑No Action Repuired: ❑ As Requested ❑ For Your Information � Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return To: TPWContractsn,FortWorthTexas. o�v at ext. 7233 for pick up when completed. Thank you!