HomeMy WebLinkAboutUNION PACIFIC RAILROAD COMPANYDocuSign Envelope ID: 2F5F3565-2F94-4FAE-9888-C76DAEF111A2
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REIMBURSEMENT AGREEMENT
PRELIMINARY ENGINEERING SERVICES
Effective Date: 8/12/2021
Agency: CITY OF SANTA ANA, CALIFORNIA
Estimate: $25,000.0o
N-2021-158
UPRR REMS
Project 459563
THIS REIMBURSEMENT AGREEMENT (Agreement) is made and entered into as of the
Effective Date, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation
(Railroad), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (Agency).
RECITALS
A. Agency desires to initiate the project more particularly described on Exhibit A
attached hereto (the Project).
B. The Project will affect Railroad's track and right of way at or near the Project area
more particularly described on Exhibit A.
C. Railroad agrees to collaborate with Agency on the conceptualization and
development of the Project in accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW THEREFORE, the parties hereto agree as follows:
2. Railroad, and/or its representatives, at Agency's sole cost and expense, agrees to
perform (or shall cause a third -party consultant to perform on Railroad's behalf) the preliminary
engineering services work described on Exhibit B attached hereto (PE Work). Agency
acknowledges and agrees that: (a) Railroad's review of any Project designs, plans and/or
specifications, as part of the PE Work, is limited exclusively to potential impacts on existing and
future Railroad facilities and operations; (b) Railroad makes no representations or warranties as
to the validity, accuracy, legal compliance or completeness of the PE Work; and (c) Agency's
reliance on the PE Work is at Agency's own risk.
3. Notwithstanding the Estimate (Estimate), Agency agrees to reimburse Railroad
and/or Railroad's third -party consultant, as applicable, for one hundred percent (100%) of all
actual costs and expenses incurred for the PE Work. During the performance of the PE Work,
Railroad will provide (and/or will cause its third -party consultant to provide) progressive billing to
Agency based on actual costs in connection with the PE Work. Within sixty (60) days after
completion of the PE Work, Railroad will submit (and/or will cause its third -party consultant to
submit) a final billing to Agency for any balance owed for the PE Work. Agency shall pay Railroad
(and/or its third -party consultant, as applicable) within thirty (30) days after Agency's receipt of any
progressive and final bills submitted for the PE Work. Bills will be submitted to the Agency using
the contact information provided on Exhibit C. Agency's obligation hereunder to reimburse
Railroad (and/or its third -party consultant, as applicable) for the PE Work shall apply regardless
if Agency declines to proceed with the Project or Railroad elects not to approve the Project.
DocuSign Envelope ID: 2F5F3565-2F94-4FAE-9888-C76DAEF111A2
4. Agency acknowledges and agrees that Railroad may withhold its approval for the
Project for any reason in its sole discretion, including without limitation, impacts to Railroad's
safety, facilities or operations. If Railroad approves the Project, Railroad will continue to work with
Agency to develop final plans and specifications and prepare material and force cost estimates
for any Project related work performed by Railroad.
5. If the Project is approved by Railroad, Railroad shall prepare and forward to
Agency a Construction and Maintenance Agreement (C&M Agreement) which shall provide the
terms and conditions for the construction and ongoing maintenance of the Project. Unless
otherwise expressly set forth in the C&M Agreement, the construction and maintenance of the
Project shall be at no cost to Railroad. No construction work on the Project affecting Railroad's
property or operations shall commence until the C&M Agreement is finalized and executed by
Agency and Railroad.
6. Neither party shall assign this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld, conditioned or delayed.
7. No amendment or variation of the terms of this Agreement shall be valid unless
made in writing and signed by the parties.
8. This Agreement sets forth the entire agreement between the parties regarding the
Project and PE Work. To the extent that any terms or provisions of this Agreement regarding the
PE Work are inconsistent with the terms or provisions set forth in any existing agreement related
to the Project, such terms and provisions shall be deemed superseded by this Agreement to the
extent of such inconsistency.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
Effective Date.
CITY OF SANTA ANA, CALIFORNIA UNION PACIFIC RAILROAD COMPANY,
a Delaware Corporation
Locumunea by:
o
Signature �mlat oai a
Krictine Rjdgy
Printed Name
rity Manacer
Title
�.fi ITr
ATTES� ^(1
Daisy Gomez, Clerk of Council
APPROVED AS TO FORM:
Lwa- A . R
Laura A. Rossini, Chief Assistant City Attorney
Kenneth Tom
Printed Name
Manager I, Engineerinq — Public Projects
Title
RECOMMENDED FOR APPROVAL:
L . -a1
Nabil Saba, Executive Director
Public Works Agency
Exhibit A
Project Description and Location
Project Description
City of Santa Ana, CA proposes to install a Class II bike lane at the crossing referred to below.
Location
Santa Ana Ind. Ld.
DOT
Crossing
Type
Milepost
Street Name
761245R
Public
518
McFadden Avenue
Exhibit B
Scope of Project Services
Scope of work includes, but is not limited to the following
• Field diagnostic(s) and inspections
• Plan, specification and construction review
• Project design
• Preparation of Project estimate for force account or other work performed by the
Railroad
• Meetings and travel
Exhibit C
Billing Contact Information
Name
Mindy Ly
Title
Associate Engineer
Address
20 Civic Center Plaza, M-36, Santa Ana, CA, 92702
Work Phone
(714) 647-5665
Cell Phone
(714) 795-4728
Email
Mly@santa-ana.org
Agency
Project No.
20-6962