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HomeMy WebLinkAboutContract 13212CITY SECRETARY CONTRACT CONTRACT FOR .SALE OF RAILROAD PROPERTY This Contract, made and entered into as of the %th day of July, 1983, by and between William M. Gibbons, as Trustee of the Property of the Chicago, Rock Island and Pacific Railroad Company, Debtor ("Trustee") and the City of Dallas, Texas, and the City of Fort Worth, Texas ("Cities"). W I T N E S S E T H: Pursuant to a letter agreement in principle between the Trustee and the Cities, dated December 16, 1982, and for, and in consideration of, the purchase price to be paid by the Cities as l:e,reinafter set out, and the additional covenants and conditions herein contained, the Trustee agrees to sell and the Cities agree to purchase the properties and interests described in Exhibits A and B attached hereto ("Property"), consisting generally of all properties, interests, and rights of the Trustee relating to a railroad operating right-of-way between the Cities, a distance of approximately 34 miles, including, without limitation, station grounds, stations, buildings, yards, and appurtenant railroad facilities such as signals, interlocking devices and plants, and communica- tions facilities; and also including, notwithstanding any other provisions of this Contract, all easements, licenser, leases and other income -producing agreements, whether or not identified on Exhibit A or B, such instruments to be designated in a supplement to Exhibit B prior to the Closing Date and transferred in full to the Cities on the Closing Date by means of a separate assignment agreement. 1. Purchase Price. A. The total purchase price is Eighteen Million Dollars ($18,000,000) and other good and valuable considera- tions to be paid as hereinafter set out. Said purchase price includes the sum of Three Million Dollars ($3,000,000) for the: value of future easements on the Property. This sale does not include the property of the Trustee as described in Exhibit C ("Excluded Property"). B. The Cities acknowledge and agree that the income from the Property and from all agreements, easements, licenses and leases existing prior to December 16, 1982, per- taining to the Property, which income is due prior to Closing Date, shall belong to and be paid to the Trustee; after Closing Date, all such income to become due shall belong to the Cities. From and after December 16, 1982, the Trustee will not grant any additional easements, licenses or leases on the Property and will not convert any licenses or leases to permanent ease- ments without the approval of the Cities, which approvals -2- 0 will not be unreasonably withheld. In the event that from and after December 16, 1982, a license, lease or easement is approved by the Cities, the proceeds therefrom (including interest earned thereon and less an agreed upon charge for administrative expenses) shall be held in escrow by the Trustee and paid to the Cities at Closing Date. 2. Convevance. A. The Trustee shall convey the Property and all of his right, title, and interest in and to realty and per- sonalty included within the Property (except the Excluded Property) to the Cities by a deed made without warranty of any kind (whether express or implied) except as to any war- ranty contained herein. The Cities shall accept the Property in an "as is" condition as of the date of this Contract. The Trustee shall convey all his right and interest in the agreements included in Exhibit B, and other agreements, by assignment pursuant to paragraph 10 herein. The Trustee represents and warrants that the conveyance of the Property to the Cities shall not produce or cause a reversion, reverter or a similar event to occur, which event shall preclude the continued ownership, construction, maintenance, use or opera- tion of the Property as a railway system between the termini described in Exhibit A. -3- 5 B. The Cities shall accept conveyance of the Property subject to the following agreements: (1) Easement for Rail Freight Operations dated October 21, 1982, to the Missouri -Kansas -Texas Railroad Company ("Katy") (which included an assignment of certain agreements pertaining to the use of the Property); and (2) subject to the terms of paragraph 10 herein, agreements relating to the Property such as trackage rights, leases, and easements listed on Exhibit B. C. The Trustee shall obtain an order from the United States District Court having jurisdiction over the Property ("Reorganization Court") in proceedings entitled In the Matter of Reorganization of the Chicago, Rock Island and Pacific Railroad Company, Debtor, Case No. 75 B 2697, approv- ing, and authorizing the Trustee to consummate, this Contract. Such order shall also authorize the conveyance of the Property free and clear of all liens and encumbrances, including but not limited to taxes and assessments and Rock Island's First Mortgage dated January 1, 1950, to The First National Bank of Chicago, Trustee; the order and conveyance shall also pro- vide that the Property is subject to all liens and encumbrances incurred due to acts or omissions of the Katy and Oklahoma Kansas Texas Railroad Company. M 3. Payment of -Purchase Price. The purchase price of Eighteen Million Dollars ($16,000,000) shall be paid by the Cities to the Trustee at the Closing Date in funds immedi- ately available to the Trustee at Chicago, Illinois. Any adjustment in the purchase price, computed pursuant to para- graph 4 below, shall be settled at the Closing Date. 4. Adjustment of Purchase Price. In the event that the Closing Date does not occur within six months after the date of the entry of an order of approval of this Contract by the Reorganization Court, which order has not been stayed ("Grace Period"), Fifteen Million Dollars ($15,000,000) of the purchase price shall be adjusted by the change in the Consumer Price Index, U.S. City Average, "all Items" index, all urban consumers, as published by the Bureau of Labor Statistics for the United States Department of Labor, from the annual average for the 12-month period prior to the expiration of the Grace Period (Base GPI-U) to the annual average for the 12-month period prior to Closing Date (New CPI-U), in accordance with the following formula: New CPI-U Less Base CPI-U Base CPI-U x $15,000,000 For purposes of computing the Base CPI-U and the New CPI-U, the last complete month immediately preceding the expiration -5- of the Grace Period and the last complete month immediately preceding the Closing Date for which the New CPI-U data are then available shall be treated as the twelfth month. In no event shall. the total purchase price as adjusted be less than Eighteen Million Dollars ($18,000,000). S. Evidence of Title. Upon request of the Cities prior to the Closing Date, the Trustee shall make available for inspection and copying by the Cities all deeds and other instruments evidencing the Trustee's interest in the Property, including, but not limited to, abstracts, engineering maps, tracings, track profiles, and all other pertinent documents to the extent that they are available. The Trustee agrees to furnish to the Cities originals of all such documents on or as soon as reasonably practicable after Closing Date, to the extent that the originals are not required for the Trus- tee's records, in which event copies shall be furnished. 5. Proration of Taxes and Other Charges. As between the Cities and the Trustee, with respect to property and interests conveyed pursuant to this Contract, the obliga- tion, if any, for payment of P (a) any tax, assessment, license fee, or other charge imposed by a governmental authority on or with respect to any such property or any use thereof or thereon for any period of time or term within which the Closing Date falls, or (b) any rent, license fee, user fee or other charge imposed under or by virtue of any lease, license, easement, encumbrance or other agreement that continues to attach to such property after the Closing Date, shall be adjusted on a pro rata basis to, and paid in cash or settled on, the Closing Date so that (i) The Trustee is obligated for any such payment as is attributable to that portion of such period or term preceding the Closing Date, and (ii) The Cities are obligated for any such payment as is attributable to the balance of such period or term. -7- In the case of any property or interest conveyed pursuant to this Contract that: (a) is part of a parcel of property or an aggregation of property that has been or is taxed, assessed or otherwise charged as a unit for a period of time or term within which the Closing Date falls, or (b) is part of a parcel of property or an aggre- gation of property that is subject to one of more leases, licenses, easements, encumbrances or other agreements that continue to attach to such parcel or aggregation of property after the Closing Date, the obligation for payment of any tax, assessment, rent, license fee, user fee or other charge that is or becomes payable with respect to such parcel or aggre- gation of property for that part of such period of time or term as follows the Closing Date shall be allocated to the Cities in the proportion that the value of such property conveyed to the Cities bears to the total -8- value of such parcel or aggregation of pro- perty, determined as of the Closing Date; provided that, if any such tax, assessment, rent, license fee, user fee or other charge is attributable to the parts constituting such parcel or aggregation of property on a basis other than the relative values of such parts, such allocation shall be made on such other basis. If the parties are unable to agree on the basis or method for allocating any such tax, assessment, rent, license fee, user fee or other charge, either or both of such parties may apply to the Reorganization Court for an order determining the basis or method to be used for such allocation. 7. Sale Expenses. The Cities shall assume and bear all expenses incident to conveyance of the Property, including, but not limited to, title reports and policies, surveys, transfer taxes, and documentary stamps. 8. Conditions Precedent to Closin . Closing of the sale pursuant to this Contract is subject to the follow- ing conditions precedent: A. The entry of an order by the Reorganization Court approving this Contract and approval by any other govern- mental authorities as may be required, which said order or approvals shall not have been stayed ("Approval"). As soon as practicable following execution of this Contract, the Trustee shall petition the Reorganization Court for its approval. The Cities and the Trustee agree to support this Contract and to use their best efforts and exercise their prompt and due diligence to obtain requisite approvals for, and authority to consummate, this Contract. If the Reorganization Court has not approved this Contract within six months from the date of execution of this Contract, then the Cities and the Trustee shall thereafter have the right to rescind this Con- tract, effective immediately upon service of written notice to the other without further liability; provided, however, that such right to rescind can only be exercised by a party who shall have used its best efforts and exercised its prompt and due diligence to obtain requisite approvals for, and authority to consummate, this Contract. In the event of rescission of this Contract, each party shall be responsible for his and their own expenses incurred pursuant to this transaction, and the Trustee shall be entitled to all funds escrowed pursuant to paragraph l(B) above. -10- B. Unless waived by the Cities, receipt by the Cities of the minimum sum of Twenty Seven Million Two Hundred Thousand ($27,200,000) from the Urban Mass Transportation Administration ("UMTA") pursuant to an application to UMTA by the Cities for funding to acquire the Property and the interests of Katy in its aforesaid freight service easement. The Cities shall use their best efforts to obtain such funding, and any other funding required for acquisition of the Property. C. Unless waived by the Cities, the execution by the Cities and Katy of a mutually acceptable operating agreement involving the Property. The Cities shall use their best efforts to obtain said agreement. D. Approval of this Contract by the City Councils of the Cities. 9. Closing Date. Closing Date for conveyance of the Property shall be on or before two years from the date of Approval. If any of the conditions precedent set forth in Paragraph 8 are not fulfilled by the Closing Date, either party may terminate this Contract, and the parties shall be released from all of their respective duties and obligations hereunder. In the event of such termination, each party shall -11- be responsible for his and their own expenses incurred pur- suant to this transaction, and the Trustee shall be entitled to all funds escrowed pursuant to paragraph 1(B) above. 10. Assignment and Assumption of Agreements. A. At the Closing Date, the Trustee shall transfer, assign, set over and deliver to the Cities all of his rights relating to the Property in or under the agreements (including all supplements and amendments thereto) which are identified on the attached Exhibit B, as same shall be supplemented pursuant to the applicable terms of this Contract, which exhibit and which agreements are incorporated herein by this reference (hereinafter referred to as the "Agreements"). B. Upon the Closing Date, the Cities hereby assume all the rights of the Trustee in connection with the Agreements. The Cities covenant to perform and be bound by all of the obligations of the Trustee in connection with the Agreements for those obligations arising out of the Agreements subsequent to and including the Closing Date; provided, however, that any obligation arising out of the Agreements prior to the Closing Date shall remain the obligation of the Trustee; and until Closing Date, all rights under the Agreements shall belong to the Trustee. -12- C. It is hereby agreed by the parties hereto that where certain agreements of the Trustee may have been inadvertently omitted from said Exhibit B, as supplemented, which omitted agreements relate to the Property, such omitted agreements will be assigned by the Trustee to the Cities and the rights and obligations of which will be assumed by the Cities, unless the Cities determine in their reasonable judg- ment that such omitted agreements are materially burdensome to the Cities (any such omitted agreements assumed by the Cities shall herein be included within the meaning of the word "Agreements"). The provisions of this Paragraph 10(c) shall survive the Closing Date. D. The parties acknowledge that some of the agreements pertain to property that is not included in the Property and that the Trustee retains his rights and obliga- tions in such agreements as they pertain to such property. The Trustee will specifically identify such agreements and the property prior to the Closing Date. The parties further acknowledge that a part of the agreement of November 16, 1911 between the Trustee and the St. Louis San Francisco R.R. (Sec. No. T-435) may be renegotiated effective as of January 1, 1982, and that in such event, the Trustee shall be entitled to any adjusted compensation under such agreement from January 1, 1982, to the Closing Date. -13- 11. Removal of Excluded Property. The Trustee shall have the right, for a period of one year after Closing Date, to remove any and all Excluded Property. If the Trustee fails to remove any such property within the time herein pro- vided, the Cities may deem such property to be abandoned and dispose of same for their own account as they see fit. Cities shall permit Trustee, his contractors and agents the right of access to the Property upon reasonable notice for the pur- pose of inspection, making repairs, removal, scrapping, or any other purpose which may be required for the movement and disposition of the Excluded Property. The Cities acknowledge the necessity for and agree to accommodate, without charge by the Cities, the movement of rolling stock owned or leased by the Trustee which is being moved over the Property for non -revenue purposes at the Trustee's sole risk and expense. Such movement shall be restricted to movement necessary to discharge the Trustee's liquidation responsibilities. 12. Rights Reserved By The Trustee. A. The Cities agree that, for a period of five (5) years commencing upon the Closing Date, the Trustee shall have the right to grant overhead trackage rights to one more carrier not a party to any of the Agreements that, during -14- such five-year period, acquires by purchase, lease, or con- tract operating rights in lines of railroad owned or formerly owned by the Trustee which connect with or are contiguous to the Property, for the purpose of operating railroad freight service on, over, and across the Property. Any such overhead freight trackage rights agreement shall prohibit the additional overhead carrier from performing local freight service on the Property. The Cities agree to enter into an Overhead Trackage Rights Agreement with any such additional overhead carrier on substantially the same terms and conditions as set forth in the form attached as Exhibit D, provided, however, that (a) the Cities reserve any and all income and rents from such agreement, and (b) such agreement contains provi.si.ons acceptable to the Cities to ensure that the operations of such additional overhead carrier will not impair or interfere with any then existing or contemplated rail passenger service over the Property. B. The Cities agree, for a period of five (5) years commencing upon the Closing Date, to cooperate with the Trustee in connection with the Trustee's negotiations with a third party for conveyance of an easement for com- munication lines, wire lines, pipe lines and other forms of non -rail transmission which easement requires an extension -15- through the Property; provided, however, that (i) the Cities reserve the right in their sole discretion to set the terms and conditions, including without limitation the terms regard- ing consideration, indemnification and relocation obligations, for the extension of such easement over the Property; and (ii) except as limited by the provisions of Section 2(B) and other provisions of this Contract, the Cities have unfettered rights with respect to the use and disposition of any part or all of the Property, including without limitation the right to dispose of any or all of the Property from and after the Closing Date. 13. Notices. All notices, demands, reques.ts, or other communications which may be or are required to be given, served, or sent by either party to the other pursuant to this Contract shall be in writing and shall be deemed to have been properly given or sent: A. if intended for the Cities, by mailing by regis- tered or certified mail, return receipt requested, with postage prepaid, addressed to the following parties: Morris C. Matson Assistant City Manager City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 -16- James R. Fountain, Jr. Assistant City Manager City of Dallas 1500 Marilla Street Dallas, Texas 75201 B. If intended for the Trustee, by mailing by registered or certified mail, return receipt requested, with postage prepaid, addressed to the Trustee at: William M. Gibbons, Trustee Chicago, Rock Island and Pacific Railroad Company 332 South Michigan Avenue Chicago, Illinois 60604 Each party may designate by notice in writing a new address to which or person to whom any notice, demand, request, or communication may thereafter be so given, served, or sent. Each notice, demand, request, or communication which shall be mailed by registered or certified mail to the Cities or to the Trustee in the manner aforesaid shall be deemed sufficiently given, served, or sent for all purposes at the time such notice, demand, request, or communication shall be either received by the addressee or refused by the addressee upon presentation. -17- 14. Survival of -Terms. All covenants and condi- tions hereof, which by their terms or nature cannot be or are not performed or fulfilled by Closing Date, shall survive Closing Date. 15. Disputes. Any dispute between the parties with regard to application or interpretation of this Con- tract shall be submitted to the Reorganization Court for determination, and the parties may avail themselves of any appellate remedies that may lie with respect to such deter- mination. 16. Successors and Assigns. This Contract shall be binding upon and inure to the benefit of the successors and assigns of the parties. 17. Trustee's Capacity. This Contract is binding on William M. Gibbons, not as an individual, but as Trustee of the Chicago, Rock Island and Pacific Railroad Company, Debtor. The term "Trustee", wherever used herein, shall include successor trustees and any successor reorganized company. -is- IN WITNESS WHEREOF, the parties have executed this Contract the date above written. ATTEST: B y :zt�d & l�p/`c lty Secretary APPROVED AS TO FORM AND LEGALITY: kda BY: City Attorney -1 ,g- T 3 ATTEST: By: ;-'/�Ax — City Secretary APPROVED AS TO FORM: By: WITNESS CITY OF FORT WORTH B SSi S City Manager CITY OF DALLAS CHARLES S. ANDERSON, City Manager By:1". (C •�d ASS ant City Manager APPROVUD BY CITY �COUNCID city U 0 cretary /r/- 0? 7- Bate -19- WILLIAM M. GIBBONS, TRUSTEE OF THE PROPERTY OF CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY, WITI S: DEBTOR STATE OF ILLIN OIS ) ) SS: COUNTY OF COOK ) I � eC e E �h�� , do hereby certify that William M. Gibbons, Trustee offthe Property of Chicago, Rock Island and Pacific Railroad Company, Debtor, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that, as the duly appointed and acting Trustee in proceedings for the reorganization of the Chicago, Rock Island and Pacific Railroad Company, Debtor, in the United States District Court for the Northern District of Illinois, Eastern Division in Case No. 75 B 2697, he executed the same pursuant to proper authority of said Court and solely in his capacity as such Trustee for the purposes therein stated. Given under my hand and official seal this 2-7 otary (Seal) My commission e / In - 20 - Of A.D., 1983. c THE STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned authority, on this day personally appeared James R., Fountain, Jr. , Assistant City Manager of Dallas, Texas, a municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of the City of Dallas. Given under my hand and seal of office on this 7th day of July 1983. Notary Public, State of Texas Notary's Name Printed: DEBORAH My Commission Expires: 0 C THE STATE OF TEXAS COUNTY OF TARRANT Before me, the undersigned authority, on this day personally appeared Morris C. Matson , Assistant City Manager of Fort Worth, Texas, a municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of the City of Fort Worth. Given under my hand and seal of office on this 7 th day of July , 1983. No ar Public, State of Texas Notary's Name Printed: My Commission Expires: 'R Y MB TT A All those properties and interests of the Trustee located in the County of Tarrant, Texas, and the County of Dallas, Texas, hereinafter described: (1) beginning at Purina Junction, Mile Post 611.9, in the City of Fort Worth, Tarrant County, Texas, thence extending for a distance of 34.2 miles to and ending at Mile Post 646.1 (Tower 19) within the City of Dallas, Dallas County, Texas, including the Trustee's right, title, and interests in the Dallas Right -of -Way District; (2) both legs of the wye, yard, and industry tracks at Irving, Texas, thence extending approximately 5 miles over the Rock Island's line of railroad to and including the Delta Steel Building Company Switch, including the Highland industrial area, all in Dallas County; (3) the so-called Dorothy Spur from the above described main line to the point of its connection with the trackage operated by the Great Southwest Railroad, Inc., at Engineer's Profile Station 65 + 00, in Tarrant County, Texas (Trustee's ownership interests in the Great. Southwest Railroad are not included in this sale); and (4) trackage between Purina Junction (Mile Post 611.9) and Tower 55 in Fort Worth and. between Dalwor Junction (Mile Post 612.2) and 6th Street Junction; ,, �. /ij� and more particularly described in the attached "LEGAL DESCRIPTION", pages 1 through 15, and attached plats, numbered 1 through 40, said plats depicting portions of the Property as shaded areas. Said plats are neither offered as nor claimed to be surveys, being solely a representation of the premises. Property boundaries depicted therein are only approximations of the actual boundaries. In r May 17, 1983 LEGAL DESCRIPTION CITIES OF DALLAS & FT. WORTH TARRANT COUNTY, STATE OF TEXAS Commencing at said E.P.S. 52 + 62.7, in said J. Childress Survey, said point being the intersection of the centerline of Grantor's Old Passenger main line track with a line one thousand four hundred forty-two and seven tenths feet, more or less, southerly of the northerly line of the J. Childress Survey as measured along said centerline; thence northerly and easterly through said J. Childress Survey, Abstract 250, R. J. Johnson Survey, the R. Briggs Survey, Abstract 116 to Dalwor Junction in the B. Crowley Survey, Abstract 307; thence continuing easterly through the following listed surveys and abstracts: Survey Abstract No. B.E. Waller (Beni.) 1659 A. M. Lemore (Atkin) 1056 F. Wood (Franklin) 1624 L. Tinsley (Lewis G.) 1523 S. Elliott (Sanders) 476 J. Ackers (John) 24 H. Tuggle (Henry P.) 1513 G. D. Stanley (Green) 1379 W. Norris (Wm.) 1165 A.S. Trimble (Allen S.) 529 S. Popplewell (Simeoe) 1241 H. Bennett Sur. (Hamilton) 138 7 I A.S. Trimble (Allen S.) 1528 J.B. Johnson (Joseph) 955 J.W. Haynes 789 S. Cotra (Simon) 329 R.P. Barton 176 A.B. Howerton 677 J. Armendaris 57 W.R. Loving (Wm.) 944 W.L. Lee (Wm.) 968 J.J. Wingfield (John) 1634 G.W. Couch 218 J.R. Newton (Jas.) 1170 R.H. Calloway 337 J. Childress (Heirs of) 250 G.W. Couch 218 J. Bennett (John) 179 L.D. Burnett (Lorenzo) 177 to the point of intersection with the centerline of the Trustee's main line track and the Easterly boundary line of Tarrant County. DALLAS COUNTY STATE OF TEXAS Commencing at the intersection of centerline of the Grantor's main line track with the westerly boundary line of Dallas County; thence easterly through the following listed surveys and abstracts: . I i___ _ t 1 T_ Survey L.D. Burnett 1697 John C. Read 1183 J. Hardin 540 John C. Read 1183 BBB&C RR Co. 213 BBB&C RR Co. 204 McKinney & Williams 1042 H. Bennett (Hiram) 122 N. Martin (Newton) 900 S. Montgomery (Stephen P.) 889 H. Lucas (Hezekiah) 782 W.M. Stockton 1321 James McLaughlin 845 T.E. Mannin (Thus. E.) 958 H. Bennett (Hiram) 83 W.B. Coats (Wm.) 236 A.Bahn 182 R.W. Woodruff (Robert) 1565 C.G. Cole 270 C. Grigsby (Crawford) 533 J.A. Sylvester (James) 1383 J. Grigsby 495 G.Fox 1679 J.N. Bryan (John) 149 3 to the intersection with a line eight hundred seventeen and nine tenths feet southeasterly from, as measured along said centerline, the northwesterly line of said J. N. Bryan Survey, (E.P.S. 81 + 19.4). Also including the following described lines of railroad and contiguous properties: Line 1: That line of railroad located in the City of Fort Worth, Tarrant County, Texas beginning at the Sixth Street Junction (E.P.S. 58 + 20 H.B.); thence northerly to Purina Junction (E.P.S. 16722 + 88 H.B. = 16746 + 96); thence southerly to a termination at Dalwor Junction (E.P.S. 16737 + 05.4). The right-of-way for said line of railroad being severed from Grantor's main line Fort Worth to El Reno right-of-way by a line which runs co -incident with the southerly boundary of East 4th Street beginning at the Grantor's westerly right-of-way line easterly to the intersection of said street line with the easterly boundary of Oak Street produced southerly, East 4th Street and Oak Street being as currently laid out and located in the City of Fort Worth; thence southerly along the last line intersected to the intersection with the southerly line of Block One in Mason's Addition to the City of Fort Worth produced westerly; thence easterly along the last line intersected to the intersection with a line ten feet westerly of and parallel to the centerline of Grantor's North bound main; thence northerly along the last line intersected to the intersection with a line at right angles to said centerline located at Purina Junction (E.P.S. 16722 + 88 H.B. = 16746 + 96); thence easterly along the last line intersected to the intersection with a line ten feet easterly of and parallel to the centerline of that certain track running from Dalwor Junction to and joining with Grantor's north bound main at said Purina Junction; thence southerly along the last line intersected to the intersection with the northerly line of East 4th Street, as laid out and located in Mason's Addition to the City of Fort Worth, produced westerly; thence easterly along the last line intersected to the intersection with the Grantor's easterly right-of-way line. 4' 1 1 1 Line 2: That certain spur line of railroad beginning at the station designated as Dorothy, Texas and continuing southerly to E.P.S. 65 + 00 more particularly described as follows: Beginning at E.P.S. 5 + 70, said point being the intersection of the centerline of said spur line with a line one hundred fifty feet southerly of and parallel to the centerline of Grantor's Forth Worth -Dallas main line track, said line being located in the J. Bennett Survey, Abstract 179, near or at the station of Dorothy, Tarrant County; thence southerly through said J. Bennett Survey; thence continuing southerly through the J. Estill Survey, Abstract 491 and the N. Underwood Survey, Abstract 1582, to a point of termination located at E.P.S. 65 + 00, said point of termination being located in said N. Underwood Survey, all in Tarrant County, Texas. Line 3: Being a part of Grantor's Irving to Carrolton branch line more particularly described as follows: Beginning at the intersections of a line one hundred feet northerly of and parallel to the centerline of Grantor's Dallas -Fort Worth main line track with the west leg of that wye track located at the City of Irving and the east leg of the wye track located at the City of Irving both legs of said wye track being located in the H. Bennett Survey, Abstract 122 Dallas County; thence northerly along both legs of said wye track through said H. Bennett Survey, the Marie Rameraux Survey, Abstract 1231 to the intersection of said wye tracks in said Marie Rameraux Survey; thence continuing northerly through the T.E.S. Pearson Survey, Abstract 1134, the J.C. Read Survey, Abstract 1188, the S. Hurtt Survey, Abstract 618, the J.W. Irby Survey, Abstract 667 (including the Irving Industrial District Spur), the W. U. Morris Survey, Abstract 994, the J. H-. Cole Survey, Abstract 37z, the J. McCants Survey, Abstract 934, to the northerly line of the Wm. Babbit Survey, Abstract 155 (E.P.S. 275 + 78), all in Dallas County, Texas. Line 4: That certain Highland Industrial Park spur track including both legs of the wye, which is located along Grantor's Irving to Carrolton Branch line track beginning in said Wm. Babbit Survey and continuing easterly through said Wm. Babbit Survey, the John L. Hunt Survey, Abstract 588, to and including all tracks and right-of-way serving the Highland Industrial Park in the J. Mathews Survey, Abstract 955, all in Dallas County, Texas. ALSO: Including all of the Grantor's interest all in those lead tracks, industrial spur tracks and night -of -way turning out of Grantor's main line track between E.P.S. 17942 + 00 at Irving, Texas and E.P.S. 81 + 19.4 in the J. N. Bryan Survey, City of Dallas, Texas. ALSO: Including all the Grantor's interest in the tracks, right-of-way, buildings, TOFC terminal and other facilities commonly referred to as "Mockingbird/New Yard" lying southerly of and adjoining Grantor's main line track and right-of-way and between M.P. 639 (E.P.S. 18154 + 68) and the east end of Bridge No. 6370 (E.P.S. 18059 + 16.8). ALSO: All of the Grantor's interest in the Grantor's track and right-of-way as located in Grantor's "Cadiz Street Yard" as said yard is more particularly described: The POINT OF BEGINNING being on a line one hundred feet northwesterly of and parallel to the centerline of the Gulf, Colorado & Santa Fe Railway Company's North/South track to Cleburne as said track is laid out and located at or near Terminal Junction in the H.C. Long Survey, City of Dallas, Dallas County and on a line one hundred ten feet southwesterly of and parallel to the centerline of the Missouri -Kansas -Texas Railroad Company's main track, as laid out and located in that yard northerly of and adjoining that parcel leased to the Joint Facility Right -of -Way District by the Chicago, Rock Island & Pacific Railroad Company in that instrument dated February 26, 1974, said yard and Right -of -Way District being located in the H.C. Long Survey, Abstract 762, City of Dallas, Dallas County; thence southwesterly 6 along said line northwesterly of and parallel to said centerline of the said Gulf, Colorado do Santa Fe Railway Company track for approximately one hundred ninety-four feet to the intersection with a line three hundred feet southwesterly of and parallel to the centerline of said main track of said Missouri -Kansas -Texas Railroad Company; thence northwesterly along the last line intersected seven hundred thirty-one feet to the intersection with a line co-incedent with the centerline of Alma Street produced southwesterly, said street as laid out and located in the City of Dallas; thence northeasterly along the last line intersected to the intersection with a line two hundred eighty feet southwesterly of and parallel to said centerline of said Missouri -Kansas -Texas Railroad main track; thence northwesterly along the last line intersected approximately nine hundred forty-five feet to the intersection with the centerline of Corinth Street, as laid out and located in the City of Dallas; thence northeasterly along the last line intersected sixty feet to the intersection with a line two hundred twenty feet southwesterly of and parallel to the centerline of said Missouri -Kansas - Texas Railroad Company Track; thence northwesterly along the last line intersected one Ln thousand three hundred twenty-three and eight tenths feet; thence continuing along said line on a curve to the right of 204112111 for nine hundred eighty-one feet, more or Tess; thence continuing along said line nine hundred sixty-two feet, more or less; thence North 5$°45' East for approximately sixty-six feet to the most easterly corner of that parcel Grantor conveyed to Alford Refrigerated Warehouses, Inc. in instrument dated July 29, 1968; thence North 23028142/1 West for approximately three hundred twenty-eight feet to the intersection with a line one hundred ten feet southwesterly of the centerline of said Missouri -Kansas - Texas Railroad Company track; thence southeasterly along the last line intersected for approximately one thousand two hundred eighty feet; thence continuing along said line on a curve to the left of 2050,811 for approximately nine hundred thirty feet; thence continuing along said line two thousand nine hundred fifty --eight and seven tenths feet to the POINT OF BEGINNING: all in the H. C. Long Survey and the J. N. Bryan Survey, City of Dallas, Dallas County, Texas. ALSO: Including all of Grantor's interest in those certain industry tracks and right--of-way turning out of said Cadiz Yard. ALSO: Including all of the Grantor's interest in those parcels which form a part of the Joint Facility Right -of -Way District in the City of Dallas, Texas, said parcels more particularly described as follows: Parcel 1: The POINT OF BEGINNING being on a line one hundred feet northwesterly of and parallel to the centerline of the Gulf, Colorado & Santa Fe Railway Company's Terminal Junction to Cleburne track, as said track is laid out and located at or near Terminal Junction in the H.C. Long Survey, City of Dallas, Dallas County, Texas, and on a line fifty feet southwesterly of and parallel to the centerline of the Missouri, Kansas & Texas Railroad Company's main track, as laid out and located in that yard northerly of and adjoining that parcel leased to the Joint Facilitly Right -of -Way District by the Chicago, Rock Island & Pacific Railroad Company in instrument dated February 26, 1974, said yard and Right -of -Way District being located in the H. C. Long Survey, City of Dallas, Dallas County, Texas; thence northwesterly along said line southerly of said Missouri, Kansas & Texas Railroad Company track centerline six hundred forty-three and five tenths feet to the centerline of Alma Street produced southwesterly, as said street is laid out and located in the City of Dallas; thence northeasterly along the last line intersected to the intersection with a line thirty feet southwesterly of and parallel to said Missouri, Kansas & Texas Railroad Company centerline; thence northwesterly along the last line intersected to the intersection with the centerline of Dexter Street produced southwesterly, as said street is laid out and located in the City of Dallas; thence southwesterly along the last line intersected to the intersection with a line fifty feet southwesterly of said Missouri, Kansas & Texas Railroad Company track centerline; thence northwesterly along the last line intersected seven hundred feet, more or less; thence continuing along said line on a curve to a the right of 2054,36" for nine hundred twenty-five feet, more or less; thence continuing along said line nine hundred twenty-two feet, more or less; thence continuing along said line, being also the southeasterly line of the Missouri, Kansas & Texas Railroad Company's right- of-way, to the intersection with a line eighty-three feet easterly of and parallel to the centerline of the Cadiz Street overpass, as laid out and located in the City of Dallas; thence southerly along the last line intersected to the intersection with a line one hundred ten feet southwesterly of said Missouri, Kansas & Texas Railroad Company track centerline; thence southwesterly along the last line intersected one thousand three hundred eighty-two feet, more or less; thence continuing along said line on a curve to the left of 205413611 for approximately nine hundred seventy feet; thence continuing along said line two thousand nine hundred fifty-eight and seven tenths feet to the intersection with said line one hundred feet northwesterly of and parallel to the centerline of said Gulf, Colorado do Santa Fe track; thence northeasterly along the last line intersection to the POINT OF BEGINNING; all in the H. C. Long Survey and the J. N. Bryant Survey, City of Dallas, Dallas County, Texas. Parcel 2: That certain 12,823 square feet of land conveyed to the Union Terminal Company by Armstrong Packing Co. in instrument dated May 27, 1913, recorded in Volume 586 at page 127 of the Deed Records of Dallas County, Texas. Parcel 3; Commencing at the intersection of the southwesterly line of Austin Street and a line fifty feet northwesterly of and parallel to the centerline of Cadiz Street overpass, both street and overpass as laid out and located in the City of Dallas; thence southwesterly along said line northwesterly of said centerline two hundred twenty-three feet, more or less, to the POINT OF BEGINNING; thence north 3000414411 west for one hundred ninety-eight and seven tenths feet to a pont of tangency with a curve to the left having a radius of seven hundred sixty-five and four tenths feet; thence northwesterly along said curve ninety-three and ninety-eight hundredths feet to an intersection with a line one hundred twenty-five feet 9 southwesterly of and parallel to the northeasterly line of that parcel of land which is a part of the Joint Facility Right -of -Way District immediately northwesterly of and adjacent to said Cadiz Street Underpass; thence southwesterly along the last line intersected two hundred eighty-one and two tenths feet to said line northwesterly of and parallel to said Cadiz Street overpass centerline; thence southwesterly along the last line intersected to the POINT OF BEGINNING; containing 2,344 square feet, all in the J. N. Bryant Survey, City of Dallas, Dallas County, Texas. Parcel 4: Being a parcel of land located between the southwesterly boundary of Austin Street and the northeasterly boundary of the Missouri, Kansas & Texas Railroad Company's right-of-way and between a line fifty feet northwesterly of and parallel to the centerline of the Cadiz Street overpass and a line three hundred feet, more or less, northwesterly of said centerline; said parcel being a part of that conveyance from Clarance M. Cockrell to the Chicago, Rock Island & Pacific Railroad Company in instrument dated November 29, 1902, recorded in Book 293 on page 571, dated December 20, 1902; all in the J. N. Bryan Survey, City of Dallas, Dallas County, Texas. Parcel 5: Commencing at the intersection of the westerly line of Houston Street and the northerly line of Arlington Street, both streets as laid out and located in the J. W. Bryant Survey, City of Dallas, Texas; thence westerly along said northerly line of Arlington Street four hundred twenty-five feet, more or less; thence southerly and at a right angle two hundred eighty feet, more or less, to the POINT OF BEGINNING, said POINT OF BEGINNING being also on a boundary line of the Original Town of Dallas; thence northeasterly along said boundary line of the Original Town of Dallas forty feet, more or less, to an intersection with the southwesterly line of the Gulf, Colorado & Santa Fe Railway Company's right-of-way, as said right-of-way is evidenced, monumented or recorded in Dallas County, Texas; thence southeasterly along the last line intersected six 10 hundred eighty feet, more or less, to the intersection with a line fifty feet southwesterly of and parallel to the centerline of the main track of the Joint Facility Right -of -Way District, as laid out and located in the J. W. Bryant Survey, Dallas County; thence southeasterly along the last line intersected one hundred twenty-five feet; thence South 29019,231, West for nineteen and ninety-one hundredths feet; thence southeasterly and parallel to said centerline one hundred and sixty-eight hundredths feet, thence North 2901912311 East for nineteen and ninety --one hundredths feet to the intersection with said line fifty feet southwesterly of and parallel to said centerline; thence southeasterly along the last line intersected one hundred forty feet; thence southwesterly and at right angles twenty-five feet; thence southeasterly along a line seventy-five feet westerly of and parallel to said centerline for approximately twelve hundred twenty-five feet; thence North 540541531/ West for one thousand one hundred sixty-three and fifty-five hundredths feet; thence North 66027133/1 West for two hundred twelve and fifty-five hundredths feet; thence North 720 West, approximately, for one hundred thirty-two feet, more or less; thence North 610 West, approximately, for two hundred forty feet, more or less; thence North 41045' West, approximately, for four hundred ten feet, more or less; thence on a curve to the right approximately 50301 for one hundred sixty five feet, more or less, to the POINT OF BEGINNING; all in the J. W. Bryant Survey, City of Dallas, Dallas County, Texas (subject to change by survey). Parcel 6: Commencing at the intersection of the westerly line of Houston Street and the southerly line of Arlington Street both streets as laid out and located n the J. W. Bryant Survey, City of Dallas, Texas; thence westerly along said southerly line of Arlington Street three hundred seventy-three feet, more or less, to the POINT OF BEGINNING: thence northerly at a right angle nine hundred ninety feet, more or less; thence on a curve to the left of approximately 50 for two hundred fifty feet, more or less; thence North 320 West, approximately, for one hundred twenty-nine feet, more or less; thence South 730301 West, approximately, for ninety-seven feet, more or less; thence South 19045' East, approximately, 11 I � 3 for thirty-seven feet, more or less; thence on a curve to the left of approximately 91 for three hundred twenty feet, more or less; thence South 150 East, approximately nine hundred ninety-two feet, more or less; thence on a curve to the left 50301, approximately for two hundred feet, more or less; thence North 150 West, approximately, for one hundred ninety- three feet, more or less; thence easterly and at a right angle fifty-four feet, more or less, to the POINT OF BEGINNING; all in the J. W. Bryant Survey, City of Dallas, Dallas County, Texas. Parcel 7: The POINT OF BEGINNING being on the westerly line of Broadway Street and on the northerly line of Elm Street, both streets being as laid out and located in the J. W. Bryant Survey, City of Dallas, Texas; thence easterly along said northerly line of Elm Street forty feet; thence northerly and at a right angle nine hundred forty-four feet, more or less; thence South 4$045' West, approximately, for forty-four feet, more or less; thence South 370 West, approximately, for fifty-eight feet, more or less; thence South 19030' East, approxi- mately, for forty-five feet, more or less; thence South 69045' West, approximately, for one hundred twenty-eight feet, more or less; thence South 3045' East, approximately, for five hundred eight -two feet, more or less; thence South 13030' West, approximately, for six hundred ninety-four feet, more or less; thence easterly and at a right angle two hundred thirty feet, more or less; thence northerly and at a right angle forty-one feet; thence easterly and at a right angle one hundred feet, more or less; thence northerly and at a right angle three hundred sixty-three feet, more or less, to the POINT OF BEGINNING; all in the J. W. Bryant Survey, City of Dallas, Dallas County, Texas. ALSO: Including all of the Grantor's interest in a triangularly shaped parcel of land located at or near Terminal Junction, City of Dallas, A. C. Long Survey, Texas more particularly described as follows: 12 The Point of Beginning being on a line one hundred feet easterly of and parallel to the centerline of the Gulf, Colorado and Santa Fe Railway Company's North/South Terminal Junction to Cleburne track and on a line fifty feet southerly of and parallel to the centerline of the Missouri, Kansas and Texas Railroad Company's Terminal Junction to Waxahache track, said POINT OF BEGINNING being at or near Terminal Junction; thence south easterly along said line southerly of said Missouri, Kansas and Texas Railroad Company centerline for five hundred feet; thence southwesterly five hundred feet to a point one hundred feet southerly of the POINT OF BEGINNING, as measured along said line easterly of said Gulf, Colorado and Santa Fe Railway Company centerline; thence northerly along said line easterly of said Gulf, Colorado and Santa Fe centerline one hundred feet to the POINT OF BEGINNING; at or near Terminal Junction, in the A. C. Long Survey, City of Dallas, Dallas County, Texas. ALSO: Including all of Grantor's interest in any other spurs emanating from the main lines hereinabove described and any and all real properties belonging to Grantor adjacent to such r: " spurs or adjacent to the lines and properties identified in the foregoing legal description L contained in pages 1-13 hereof and the attached plats numbered I through 40. EXCEPTING AND EXCLUDING Excepting and excluding from this conveyance all of the Grantor's interest in the following described parcels of land. TARRANT COUNTY, STATE OF TEXAS All of the Grantor's interest in that old Fort Worth main line right-of-way southerly of the southeasterly line of East 8th Street produced northeasterly; said East 8th Street as 13 currently laid out and located in Twombley's Addition to the City of Fort Worth, in the R. Briggs Survey, City of Fort Worth, Tarrant County, Texas. THIS LEGAL DESCRIPTION IS SUBJECT TO CHANGE IN THE EVENT OF SURVEY OR SCRIVENER'S ERROR CH:rlf-SD3 5-17-33 14 0 EXHIBIT B A. Operating Agreements AGREEMENTS TO BE ASSIGNED SORT WORTH TO DALE AS TEXAS .It. with or Secy' s Location Industry_ Descriation _No. _ Date Ft. Worth FW&D RR FWD use of RI Irks' to Dallas, TX (34.09 miles ) T-1132 3©1.4-25 N. Ft. Worth STLSF -RR SLSF use of RI trks to Dallas, TX (39.27 miles) T-435 11m16�1,1 Irving, TX STLSF RR STLSF RR use of -RI T-250 12-30-08 between Irving & Carrollton, TX (11 miles) Irving, TX STLSF & Operation of joint FWD. station 47643 5®14-69 Ft. Worth, TX FVM Ry. Use by RI of 571.2 1829 7-29-36 ft. of second main •trk. and 129.9 ft. of task. No. 4 from 13th to 17th Sts. Ft. Worth, TX OKT Users Easement for mail. 10-21-82 freight; operations from MP 611 , to Tower 55 Dallas, TX L&A RR L&A use of RI trkcs 52350 11-01-77 for interchange a located in Cadiz St. Yard Dallas, TX MKT RR Lease of certain Gulf 68• 2-20-a32 MKT Irks and . land Dallas, TX MKT RR RR Bridge over Oak 38204 9-30-54 Lawn Avenue, MP 624 F 16 Sexy' s it. with or Description No. Date Location on Industr �.��� T&2 Rat Intere$iange Irks 34753 6-01-48 Dallas, TX off Dallas U.T., MP 644, P 20 - ATSE RR private crossing at 36191 10-11-50 Dallas, grade over "city spur" TX Dallas ATSF-MKT-STLSW® 50589 2®24-74 Dallas, Row Dist. EW&.D- ST'LS -MoP- RI-Operation of ROW Dist. Ft. Worth to MKT � Easement f®r Raiff, 10-21-82 Dallas, TX �'x'�ig�tpg�erati®re3s This Exhibit B will be supplemented prior to the dosing Date by a separate: list of easements (pipe line, wire line, etc.), licenses and leases that pertain to the Property and will be assigned. -2- R3 Lai L�3 C33 f� tad f' r t I I CP { t (p wl �l OD 09 CD ® 0A 00 OD C3 OO ND VA L�3 �7 CC 09 w ro v.y ba i�3 R� � r� l.3 ca W W CA P4 w CA M— CA CD (v Ca (D t� m CD CO C!a CD C!1 UJ U] CA Vl CR f/1 C CD O � O O ZfJ KJ9 C� CA w U] VJ iOli tfY V� _� Cn flJ Ci1 zf? apo aq 0$ +3& Oet G9 U� CA 5 iz =0 n : n 6 O O O O O O O O O O O O O O Ca rm 0 IR lY 4/ G�J Ga Cd tlC�l1 CA ca. W tlC�A vCA ca � V1 CA ep PEI C) ® © cn � ® oq ; cv cap cr c>z c� 4n c rs �n 6n co w co P cD C� id3 C8 ! 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CA W 0 V3 r� CD � vo Cb �. @ Q [B (� t11 Cti CD C9 CD 2N Q "9 (9 R CD '4 Q 9y 3y : 48 i� B �-3 /K''3y (r [R 1�' "' ✓�'v r^I i V /Y r r s� ✓`i f� Y'V M�`I a^K Yv YY > C ra CD C9 a tD ftl fli (D < Q CD �. W CD C CD rfi CD fn C7 Ci] f+j Vi (kg fq (D m Q U CD rp m [n CD re C9 V Cl) tD 6 PP CQ aq aq aq 0 Oii CfQ � ;5 Ll V a n c° cr a c cr ul cr e 0 9 o £� O O m Q o m 0 >7 Sia caa J J ! @ cl cy 1� Q -1 ry 1 R �7 �s � "4 Q °9 d �3 ®o "1 �• 0. C6 R Q rb liz rr .. CA q CA (ACA CA �[A olt O Q CA-4 � Q Q Q B _{/j �ffJ 9 as >ba 1 I I OO C3 CD CD C� C31 jb I 4 k l k I I I Gr3 �9 CA C�1 � w} � � ® � � � m � 6y co Y� 6.a L!1 Ct7 O � ci co 14 CD CA CD aq co ® ' 0 am al. as ss, � `� EA Pa � w m v�i tin vOi ai w w � CU � (� CB (� (� c O O coO O k CD m Iz � L� W rail vw w 7 t�A bays op 1„� ��� y y d � p V`� P-3 w 1� lT 0 a a a .� � -4 � '3 aa. Ul U a � w � � cm a a� ol �] � -4 w -4-� � C) 0000 w c�a to c�.a coo ao C C cD G h2 A3 CD w 4 l4b � cb � Ga e� ca= al 00 co y a CA tas ca as as -4 co F^ r CIDC.a Co E w r coco { CD k CA I wra I kaI � r �I + I�I CD N O� C(8D -a I a af aI -I4 aI � > 0 R CD m fl 0 �. .m. CD CD *v CDCAM CD ca Q t4 CA (n C9 � R � Q v � r r ra r r r r r r r r r r' r cD� cr9 n► c� m c� CD spa cz3 sa cn � ws � � 0 CA L7 CA fA 0 fA f11 CA ft1 CA Cif CA Q CA Q CA t� � coo � coo � . � Pa M � tj b ® S� CA Agreements to be Assigned Ft. Worth to Dallas, Texas D. Easements and Licenses (Wire Line/Pipe Line/Utility) Agreement No. Date Parma Location T485 4/13/12 Fort Worth Gas Co. Ft. Worth, TX T528 2/18/13 Texas Elec. Serv. Co. Ft. Worth, TX T1612 2/01/31 Texas Elec. Serv. Co.. Ft. Worth, TX T1630 5/12/31 Western Union Telegraph Ft. Worth, TX T1684 5/01/32 Fort Worth Poultry & Egg Ft. Worth, TX 35523 11/08/44 Texas Water Company Ft. Worth, TX 35670 4/25/50 Richland Development Co. Ft. Worth, TX 37917 9/28/54 Baker Brothers Nursery Ft. Worth, TX 40168 12/19/58 City of Fort Worth, Texas Ft. Worth, TX 41056 7/08/60 Old Ocean Fuel Company Ft. Worth, TX 41293 11/08/60 City of Fort Worth, Texas Ft. Worth, TX 45918 5/24/67 City of Fort Worth, Texas Ft. Worth, TX 48559 11/20/70 City of Fort Worth, Texas Ft. Worth, TX 48744 4/16/71 City of Fort Worth, Texas Ft. Worth, TX 49290 3/03/72 City of Fort Worth, Texas Ft. Worth, TX 52698 5/17/78 Texas Elec. Serv. Co. Ft. Worth, TX T576 1/15/14 H. M. Embrey Sylvania, TX T660 9/01/15 Lone Star Gas Co. Sylvania, TX T1195 12/01/26 Hunter Mrs. Mamie B. Sylvania, TX T1337 4/01/28 Embrey H. M. Sylvania, TX T1790 8/01/35 Riverside Packing Co. Sylvania, TX T2241 10/25/44 Lone Star Gas Co. Sylvania, TX 36897 9/24/52 Lone Star Gas.Co. Sylvania, TX 37752 5/07/54 Lone Star Gas Co. Sylvania, TX 37833 6/01/54 Lone Star Gas Co. Sylvania, TX 41176 9/19/60 City of Haltom City Sylvania, TX 2 41330 11/10/60 City of Haltom City, Texas Syivnia, TX 41372 12/13/60 Lone Star Gas Co. Sylvania, TX 44234 9/16/64 City of Fort Worth Sylvania, TX 44637 6/14/65 City of Haltom City Sylvania, TX 43550 10/15/63 City of Richland Hills, Tx Richland Hills, TX 43551 10/15/63 City of Richland Hills, Tx Richland Hills, TX 44562 4/06/65 Tarrant County Water Supply Richland Hills, TX 37426 10/23/53 Smithfield Wire Co. Hart Spur, TX 41329 11/10/60 City of Haltom City, Texas Sylvania, TX 35568 1/19/50 Lone Star Gas Co. Hurst, TX 37216 4/07/53 Richland Dev. Co., Inc. Hurst, TX 39571 1/21/58 Lone Star Gas Co. Hurst, TX 39672 12/01/57 Texas Power & Light Co. Hurst, TX 40796 10/22/59 Lone Star Gas Co. Hurst, TX 42783 10/03/62 Gifford Hill Pipe Co. Hurst, TX 42808 10/04/62 Lone Star Gas Co. Hurst, TX 42974 1/04/63 City of Hurst Hurst, TX 43790 2/24/64 Tarrant County Water Supply Hurst, TX 45998 6/23/67 Mobil Pipe Line Co. Hurst, TX 45285 8/19/66 City of Hurst Hurst, TX 47224 11/11/68 City of Hurst Hurst, TX 47934 11/17/69 Trinity River Authority Hurst, TX 49949 2/28/73 Trinity River Authority Hurst, TX 48891 7/15/71 Trinity River Authority Dorothy, TX 53262 8/18/79 City of Grand Prairie, Tx Dorothy, TX 53334 11/23/79 Trinity River Authority Dorothy,=TX 34645 9/01/47 Texas Power & Light Co. Liggett, TX 35100 7/01/48 Texas Power & Light Co. Liggett, TX mc T555 7/05/13 Lively and Sons S. P. Irving, TX T1297 9/15/27 Lone Star Gas Co. Irving, TX T1146 4/15/25 Dallas Cnty Iry Ersh Wat Irving, TX 35019 10/19/48 City of Irving, Texas Irving, TX 35535 12/14/49 City of Irving, Texas Irving, TX 35573 12/16/49 Lone Star Gas Co. Irving, TX 35562 4/7/50 City of Irving, Texas . Irving, TX 36462 11/15/51 Texas Power & Light Co. Irving, TX 36512 11/27/51 Lone Star Gas Co. Irving, TX 37021 12/12/52 City of Irving, Texas Irving, TX 37160 4/06/53 City of Irving, Texas Irving, TX 37506 12/18/53 City of Irving, Texas Irving, TX 37586 10/01/53 Texas Power & Light Co. Irving, TX 37715 5/07/54 City of Irving, Texas Irving, TX 37742 4/13/54 City of Irving, Texas Irving, TX 37868 7/21/54 City of Irving, Texas Irving, TX 37989 11/24/54 City of Irving, Texas Irving, TX 38028 12/01/54 City of Irving, Texas Irving, TX 38095 2/25/55 City of Irving, Texas Irving, TX 38115 2/03/55 City of Irving, Texas Irving, TX 38246 3/01/55 Texas Power & Light Co. Irving, TX 38277 4/22/55 City of Grand Prairie Irving, TX 38360 3/30/55 City of Irving, Texas Irving, TX 38401 8/30/55 City of Irving, Texas Irving, TX 38808 7/02/56 City of Irving, Texas Irving, TX 39298 8/05/57 City of Irving, Texas Irving, TX 39322 8/19/57 City of Irving, Texas Irving, TX 39349 11/01/56 Texas Power & Light Co. Irving, TX 39350 11/01/56 Texas Power &- Light Co. Irving, TX --4- 39522 11/21/57 City of Irving, Texas Irving, TX 39977 7/01/58 Texas Power & Light Co. Irving, TX 41658 4/27/61 Lone Star Gas Co. Irving, TX 41659 4/27/61 Lone Star Gas Co. Irving, TX 41701 5/18/61 City of Irving, Texas Irving, TX 41706 5/19/61 Lone Star Gas Co. Irving, TX 41729 6/02/61 City of Dallas, Texas Irving, TX 41730 6/02/61 City of Dallas, Texas Irving, TX 41862 6/01/61 Texas Power & Light Co. Irving, TX 41951 9/15/61 City of Irving, Texas Irving, TX 42040 2/01/61 Dallas Power & Light Co. Irving, TX 42182 12/26/61 Lone Star Gas Co. Irving, TX 42537 1/01/62 Texas Power & Light Co. Irving, TX 43143 3/28/63 City of Irving Irving, TX 43702 12/26/63 City of Irving, Texas Irving, TX 43871 3/24/64 City of Irving, Texas Irving, TX 43961 12/01/63 Texas Power & Light Co. Irving, TX 43962 3/01/64 Texas Power & Light Co. Irving, TX 44051 4/01/64 Texas Power & Light Co. Irving, TX 44513 2/27/65 City of Irving, Texas Irving, TX 44536 3/16/65 City of Irving, Texas Irving, TX 44574 4/19/65 City of Irving, Texas Irving, TX 44575 4/19/65 City of Irving, Texas Irving, TX 44617 6/03/65 City of Irving, Texas Irving, TX 44635 6/14/65 City of Irving, Texas Irving, TX 44636 6/14/65 City of Irving, Texas Irving, TX 44683 3/16/65 City of Irving, Texas Irving, TX 44693 8/04/65 City of Irving, Texas Irving, TX 44694 8/02/65 City of Irving, Texas Irving, TX -5- 44717 8/18/65 City of Dallas Irving, TX 44854 6/01/65 Lone Star Gas Co. Irving, TX 45674 10/01/66 Dallas Power & Light Co. Irving, TX 45997 6/23/67 City of Irving, Texas Irving, TX 46462 1/22/68 City of Irving, Texas Irving, TX 46595 3/16/68 Lone Star Gas Co. Irving, TX 4S845 3/16/68 City of Irving Irving, TX 46670 12/01/67 Texas Power & Light Co. Irving, TX 47684 6/09/69 City of Irving Irving, TX 47780 4/01/69 Texas Power & Light Co. Irving, TX 48127 3/24/70 City of Irving Irving, TX 48372 7/01/70 Texas Power & Light Co. Irving, TX 48558 2/16/71 Lone Star Gas Co. Irving, TX 48661 2/16/71 Lone Star Gas Co. Irving, TX 49416 5/12/72 City of Irving Irving, TX 49584 8/28/72 City of Irving Irving, TX 51289 5/07/75 City of Irving Irving, TX 51316 5/29/75 City of Irving Irving, TX 52103 5/02/77 City of Irving, Texas Irving, TX 52104 5/02/77 City of Irving, Texas Irving, TX 52897 10/27/78 Dallas Power & Light Co. Irving, TX 37080 1/08/53 Lone Star Gas Co. Perkins, TX 39308 8/07/57 City of Dallas, Texas Perkins, TX 39338 6/04/53 City of Dallas, Texas Perkins, TX 40809 12/01/59 Dallas Power & Light Co. Perkins, TX 49503 6/30/72 Uvalde Const. Co. Dorothy, TX T270 6/01/09 City of Dallas' Dallas, TX T365 9/22/10 Texas Co. Dallas, TX T432 11/15/11 Texas Company Dallas, TX T433 10/18/11 Texas Company Dallas, TX -6- T473 3/27/12 Lone Star Gas Co. Dallas, TX T501 5/25/12 Trinity Cotton Oil Co. Dallas, TX T515 Dallas, TX T661 8/01/15 Lone Star Gas Co. Dallas, TX T735 10/06/16 Western Union Tele Co. Dallas, TX T736 10/01/60 Western Union Tele Co. Dallas, TX T746 2/09/17 Dallas Fertilizer & Red Dallas, TX T763 3/21/18 Dallas Power & Light Co. Dallas, TX T764 3/21/18 Dallas Power & Light Co. Dallas, TX T765 3/21/18 Dallas Power & Light Co. Dallas, TX T940 10/01/21 Western Union Telegraph Dallas, TX T1136 Dallas, TX T1267 4/01/27 Dallas Power & Light Co. Dallas, TX 35672 1/30/50 Dallas Power & Light Co. Dallas, TX 37650 2/05/54 Lone Star Gas Co. Dallas, TX 37745 2/24/54 Lone Star Gas Co. Dallas, TX 38136 3/11/55 Lone Star Gas Co. Dallas, TX 38559 12/01/55 Dallas Power & Light Co. Dallas, TX 38893 9/28/56 City of Dallas Dallas, TX 39476 3/06/57 Dallas Power & Light Co. Dallas, TX 40575 6/01/59 Dallas Power & Light Co. Dallas, TX 40656 8/01/59 Dallas Power & Light Co. Dallas, TX 40782 11/01/59 Dallas Power & Light Co. Dallas, TX 41067 7/25/60 City of Dallas Dallas, TX 41759 6/12/61 City of Dallas Dallas, TX 42210 10/01/61 Dallas Power & Light Co. Dallas, TX 42641 6/01/62 Dallas Power & Light Co. Dallas, TX _7_ 43119 1/01/63 Dallas Power & Light Co. Dallas, TX 43238 5/14/63 City of Dallas Dallas, TX 43328 5/01/63 Dallas Power & Light Co. Dallas, TX 43992 4/27/64 Liberty Sign Co. Dallas, TX 44128 7/27/64 City of Dallas Dallas, TX 44661 5/01/65 Dallas Power & Light Co. Dallas, TX 44716 8/18/65 City of Dallas . Dallas, TX 44926 1/19/66 City of Dallas Dallas, TX 45043 3/25/66 City of Dallas Dallas, TX 45457 8/01/66 Dallas Power & Light Co. Dallas, TX 45487 7/01/66 Dallas Power & Light Co. Dallas, TX 46771 3/01/68 Dallas Power & Light Co. Dallas, TX 47092 9/16/68 City of Dallas Dallas, TX 47317 12/09/68 Dallas Power & Light Co. Dallas, TX 47469 10/01/68 Dallas Power & Light Co. Dallas, TX 48087 2/13/70 City of Dallas Dallas, TX 48142 1/07/70 City of Dallas Dallas, TX 48522 11/06/70 City of Dallas Dallas, TX 48761 3/31/71 City of Dallas Dallas, TX 49037 7/13/71 City of Dallas Dallas, TX 49038 5/28/71 City of Dallas Dallas, TX 49307 1/01/72 Dallas Power & Light Co. Dallas, TX 50062 4/18/73 City of Dallas Dallas, TX 50154 5/29/73 Dallas Water Utilities Dallas, TX 51176 2/20/75 City of Dallas Dallas, TX 51680 4/16/76 Dallas Power & Light Co. Dallas, TX 52117 5/11/77 Burgess -Manning Div of BU Dallas, TX T421 9/25/11 Lone Star Gas Co. Tarrant, TX 35101 11/01/48 Texas Power & Light Co. Tarrant, TX Elm 42160 10/01/60 Texas Power & Light Co. Tarrant, TX 47376 1/20/69 City of Grand Prairie Tarrant, TX 47377 1/20/69 City of Grand Prairie Tarrant, TX 47853 9/05/69 Lone Star Gas Co. Tarrant, TX 48781 4/19/71 Lone Star Gas Co. Tarrant, TX 50061 4/18/73 City of Euless Tarrant, TX 50925 8/29/74 Metro Asphalt Co. Tarrant, TX DALLAS - FORT WORTH EXCLUDED PROPERTY 25 Flourescent lights for piggyback ramp Material under load in RI 2999 Material under load in RI 1487 1 Krane car #47 model M3398 s/n 15525 3 Metal Push Cars 1 Air compressor #71002 1 "A" Frame All Freight Cars owned or leased by the Trustee All Freight Cars owned or leased by the Trustee LOCATION Peach Yard It rt �1 TI !T Fort Worth Dallas EXHIBIT D TRACKAGE RIGHTS AGREEMENT THIS AGREEMENT made and entered into this -day of , 198_, by and between (hereinafter called "Owner") and (hereinafter called "User"); The parties hereto intending to be legally bound, AGREE AS FOLLOWS: 1. Owner hereby grants trackage rights to User over certain rail properties of Owner, as described below. The parties hereto agree, subject to the terms and conditions herein provided, that User shall have the right to operate its trains, locomotives, cars and equipment with its own crews, in either direction, over the following segments of Owner's railroad (hereinafter referred to as the "Joint Trackage"). 2. Except as otherwise provided below, this Agreement is subject to and shall be governed by the "General Conditions - Form A" which are attached hereto and which are incorporated herein by reference with the same effect as if set forth fully herein. This Agreement shall not be effective unless the parties hereto, in addition to executing this Agreement, have also executed said. General Conditions - Form A in the space provided therefor at the end thereof. 3. For the purpose of applying Article 2 of the General Conditions - Form A, the Base Charge to be paid by User for the trackage rights covered by this Agreement shall be cents per car mile. 4. In addition to charges specified in Section 3 hereof, User shall pay to Owner an amount equal to any additional cost or expense incurred by Owner as a result of the operations and/or maintenance of any joint interlocking facility or other joint facility with other railroads on or adjacent to the Joint Trackage, which cost or expense is caused by User's operation over the Joint Trackage. 5. Owner may grant trackage rights to others over all or a portion of the Joint Trackage. As used in this section and the General Conditions - Form A attached hereto, the trains, locomotives, cars or equipment of Owner shall include all rail services of whatever type operated on the Joint Trackage. Except as expressly modified in this section, the provisions of Article 9 of General Conditions - F orm A attached hereto, shall remain in full f orce and effect. 6. This Agreement is subject to the requisite approval of the Interstate Commerce Commission, and shall take effect after such approval has been secured on the date that User commences operations over the Joint Trackage, hereinafter referred to as the "Commencement Date". The Commencement Date shall be evidenced by an exchange of correspondence between the appropriate operating officers of the parties. 7. Any notice required or permitted to be given by one party to the other under this Agreement shall be addressed as follows: (a) If to the Owner, (b) If to the User, (c) Either party may provide to the other party, by personal service or by certified mail, any changes in these addresses. 2 S. The trackage rights hereby granted are bridge rights only, and User shall not perform any local freight service whatsoever at any point located on the Joint Trackage. User shall use such trackage rights only for the handling of traffic in its own account to or from itself or connecting railroads of User. User shall not use any part of the Joint Trackage for the purpose of switching, storage of cars, or making or breaking up of trains, except that nothing contained herein shall, upon approval of Owner, preclude the use by User of such tracks as may be designated by Owner for such purpose. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized. ATTEST: ATTEST: T1 M By: 3 EXHIBIT Page 1 of 14 GENERAL CONDITIONS - FORM A TO TRACKAGE RIGHTS AGREEMENT OF , BETWEEN 1. USE OF JOINT TRACKAGE (a) User's use of the Joint Trackage shall be in common with Owner, whose right to use the Joint Trackage shall not be diminished by this agreement and who shall have the right to grant rights in the Joint Trackage to other users. (b) Owner shall have exclusive control of the management and operation of the Joint Trackage. (c) Unless otherwise stated in the agreement to which these General Conditions pertain, User shall have the right to operate in either direction over the Joint Trackage. (d) Notwithstanding any other provision herein, rail passenger operations over the Joint Trackage shall have priority. EXHIBIT Page 2 of 14 2. COMPENSATION FOR TRACKAGE RIGHTS (a) As compensation for the trackage rights User will pay Owner a sum computed by multiplying (i) the Base Charge specified in Section 3 of the Agreement to which these General Conditions pertain by (ii) the number of cars (loaded or empty), locomotive and caboose units moved by User with its own crews and power over the Joint Trackage by (iii) miles of Joint Trackage as specified in Section 1 of the Agreement to which these general conditions pertain. Each locomotive unit and caboose, for the purpose of this Agreement, shall be counted as a car. The Base Charge shall be subject to change to reflect any increase or decrease subsequent to the commencement date of this Agreement in labor, material, and other costs, as more fully set forth below. (b) User shall furnish to Owner, at the end of each month, a certified statement of the number of cars moved over the Joint Trackage during the month. All payments called for under this Section 2 shall be made by User within thirty (30) days after receipt of bills therefor. No payments shall be withheld because of any dispute as to the correctness of items in the bills rendered, but any discrepancies reconciled between parties hereto shall be adjusted in the accounts of a subsequent month. The records of each party hereto, insofar as they pertain to matters covered by this Agreement, shall be open at all reasonable times to inspection by the other party hereto. (c) The Base Charge set forth in Section 3 of the Agreement to which these General Conditions pertain shall be escalated upward effective July 1 of each year beginning July 1, 1932, to compensate for 75% of the increase in the cost of labor and EXHIBIT Page 3 of 14 material, excluding fuel, as reflected in the final Annual Indexes for Charge -Out Prices and Wage Rates (1977=100), Series RCR-2, included in "Indexes of Railroad Material Prices and Wage Rates" and supplements thereto, issued by the Association of American Railroads. In making such determination, final "material prices, wage rates and supplements combined (excl. fuel)" index for the Western District shall be used, and the final index figure for the calendar year 1980 shall be taken as the base. Adjustment of the Base Charge shall be achieved by calculating the per cent of increase in the index figure for the calendar year ending on the December 31 prior to the July 1 on which the adjustment is to be made as related to the index figure for 1980, and increasing the Base Charge to the nearest tenth of a cent by the resulting percentage. By way of example, assuming "AT" to be the "Material prices, wage rates, and supplements combined (excl. fuel)" final index figure for the calendar year 1980; "'B"" to be the "Material prices, wage rates and supplements combined (excl. fuel)" final index figure for the calendar year 1981; "C" to be the Base Charge; "D" to be the per cent of increase and "E"" to be the adjusted per cent of increase, the rate in Section 3 of the agreement to which these General Conditions pertain would be determined by the following formula: (1) B -A=D A (2) D x 75% = E (3) (C x E) t C = charge effective July 1, 1982 In the event the base for the Annual Indexes of Charge -Out Prices and Wage Rates issued by the Association of American Railroads shall be changed from the EXHIBIT Page 4 of 14 year 1977, appropriate revision shall be made in the base (established as herein provided) for the calendar year 1990. If the Association of American Railroads or any successor organization discontinues publication of the Annual Indexes of Charge -Out Prices and Wage Rates, an appropriate substitute for determining the percentage of increase shall be negotiated by the parties hereto. 3. CONSTRUCTION AND MAINTENANCE OF CONNECTIONS User shall furnish all labor and material and shall maintain, repair, and renew, at its sole cost and expense, such portions of the tracks which connect the respective lines of the parties at the termini of the Joint Trackage as are located on the right-of-way of User. Owner shall furnish all labor and material and shall maintain, repair, and renew, at the sole cost and expense of User, the portions of the track connections between said tracks of the parties hereto, located on the right-of-way of Owner. Any other connections or facilities already existing and used jointly by the parties hereto shall continue to be maintained, repaired, and renewed by and at the expense of the party or parties responsible for such maintenance under existing agree - meats or practices. EXHIBIT Page 5 of 14 4. ADDITIONS, RETIREMENTS, AND ALTERATIONS Owner, from time to time, may make such changes in, additions to, or retirements from the Joint Trackage as shall, in its judgment, be necessary or desirable for the economical or safe operation thereof or as shall be required by any law, rule, regulation, or ordinance promulgated by any governmental body having jurisdiction. Such additions shall become a part of the Joint Trackage and such retirements shall be excluded from the Joint Trackage. If Owner determines that changes in or additions to the Joint Trackage, including changes in communication or signal facilities, are required to accommodate User's operations beyond that required by Owner to accommodate its own operations, then Owner and User shall enter into an agreement, upon the same date as the execution of this agreement, which shall provide that Owner will construct such additional or altered facilities and User will pay to Owner the cost of such additions or alterations, including the annual expense of maintaining, repairing, and renewing such additional or altered facilities. 5. MAINTENANCE OF TRACKAGE SECTION Owner shall maintain, repair, and renew the Joint Trackage at its own expense. Owner shall keep and maintain the Joint Trackage in reasonably good condition for the use herein contemplated, but Owner does not guarantee the condition of the Joint Trackage or that operation thereof will not be interrupted as a result of, among other EXHIBIT Page 6 of 14 things, rail passenger service. Furthermore, User shall not by reason of failure or neglect on the part of Owner to maintain, repair, renew, or make available the Joint Trackage, have or make any claim or demand against Owner for any injury to or death of any person or persons whomsoever, or for any damage to or loss or destruction of any property or economic interest whatsoever, resulting from any such neglect or failure. Owner shall also perform, at the expense of User, such additional maintenance as User may require. 6. MANAGEMENT AND OPERATION (a) User shall comply with the provisions of the Federal Boiler Inspection Act and the Federal Safety Appliance Act, as amended, and any other laws, regulations, or rules, state or federal, respecting the condition, inspection, or safety of its locomotives and cars while such locomotives and cars are operated over the Joint Trackage. User shall defend, indemnify, protect, and save Owner harmless from all fines, penalties, and liabilities imposed upon Owner under any such laws, rules, and regulations by any public authority or court having jurisdiction in the premises, when attributable to the failure of User to comply with its obligations in this regard. (b) User agrees that in its use of the Joint Trackage it will comply in all respects with the operating rules and regulations of Owner and that the movement of User's trains, locomotives, cars, and equipment over the Joint Trackage section shall at all times be subject to the orders of Owner. EXHIBIT Page 7 of 14 User shall make such arrangements with Owner as may be required to have all of its employees, who shall operate its trains, locomotives, cars, and equipment over the Joint Trackage, qualified for operation thereover; and User shall pay to Owner, promptly upon receipt of bills therefor, any cost incurred by Owner in connection with the qualification of such employees of User, as well as the cost of pilots furnished by Owner, until such time as such employees are deemed, by Owner, to be properly qualified for operation as herein contemplated. In the event of any investigation or hearing concerning the violation of any operating rule or practice of Owner by User's employees, User shall be notified in advance of any such investigation or hearing, and such investigation or hearing may be attended by any official designated by User, and any such investigation or hearing shall be conducted in accordance with the collective bargaining agreements, if any, that pertain to User's employee or employees required to attend such hearings. Except for rail passenger operations, which shall have priority, it is understood that the trains, locomotives, cars, and equipment of User and Owner shall be operated without prejudice or partiality to either party and in such manner as will afford each party the most economical and efficient manner of movement of its traffic. (c) If by any reason of mechanical failure or for any other cause not resulting from an accident or derailment, a train or locomotive of User becomes stalled and unable to proceed under its own power, or fails to maintain the speed required by Owner on the Joint Trackage, or if in emergencies crippled or otherwise defective cars EXHIBIT Page 8 of 1.4 are set out of User's trains on the Joint Trackage, Owner shall have the option to furnish motive power or such other assistance as may be necessary to haul, help, or push such trains, or to properly move the disabled equipment off the Joint Trackage, and User shall reimburse Owner for the cost of rendering any such assistance. if it becomes necessary to make repairs to, or to adjust or transfer the Lading of, such crippled or defective cars in order to move them off the Joint Trackage, such work may be done by Owner and, in such event, User shall reimburse Owner for the cost thereof. 7. PER DIEM All mileage and per diem charges accruing on cars in User's trains on the Joint Trackage shall be assumed by User and reported and paid by it direct to the owner of such cars. 8. CLEARING OF WRECKS Whenever User's use of the Joint Trackage requires wrecking service or wrecking train service, Owner may perform such service, including the repair and restoration of roadbed, track, and structures; and, in such event, the cost and expense thereof shall be apportioned in accordance with the provisions of Section 9 hereof. EXHIBIT Page 9 of 14 All cars and equipment, and salvage from the same, so picked up and removed which are owned by or under the management and control of or used by User at the time of such wreck, shall be promptly delivered to it. 9. LIABILITY Whenever any loss of, damage to, or destruction of any property or economic interest whatsoever or injury to or death of any person or persons whomsoever, occurs with the trains, locomotives, cars, or equipment of, or in the account of either Owner or User being involved, that party shall assume all liability therefor, and all cost and expense in connection therewith, and shall defend and indemnify the other party against and save it, its officers, agents, and employees harmless from any such liability, cost, and expense. Whenever any such loss, damage, destruction, injury, or death occurs with the trains, locomotives, cars, or equipment of, or in the account of both Owner and User being involved, Owner and User agree to assume liability on the basis of comparative negligence under the laws of the State of Texas; and in this regard, each party retains all available defenses, statutory or otherwise. Whenever any loss, damage, destruction, injury, or death occurs with the trains, locomotives, cars, or equipment of both User and any other user of the Joint Trackage being involved, then User shall look solely to such other user for the purpose of the assumption and apportionment of liability, cost, and expense between the parties to this agreement and shall defend and indemnify the Owner against and save it, its officers, agents and employees harmless from any such liability, cost, and expense. EXHIBIT Page 10 of 14 In every case of death or injury suffered by an employee of either User or Owner, when compensation to such employees or employee's dependents is required to be paid under any workmen's compensation, occupational disease, employers' liability or other law, and either of said parties, under the provisions of this agreement, is required to pay said compensation, if such compensation is required to be paid in installments over a period of time, such parties shall not be released from paying any such future installments by reason of the expiration or other termination of this agreement prior to any of the respective dates upon which any such future installments are to be paid. The parties hereto mutually waive subrogation rights for loss or damage to the extent same is covered by insurance. The provisions of this section are for the benefit of the parties hereto and shall not be construed to confer any benefits on third parties. 10. INVESTIGATION Each party will investigate the injuries, property damage, and losses sustained by its own employees and persons in its care or custody and adjust or defend any claims by such employees or persons. Other claims, injuries, property damages, and losses shall be investigated, adjusted, and defended by the party whose train, locomotive, car, or EXHIBIT Page 11 of 14 equipment is involved in the accident from which the injury, loss, or claim arises (excluding, however, freight loss and damage claims filed in accordance with Section 11707 of the Interstate Commerce Act). Each party will investigate, adjust, and defend all freight loss and damage claims filed with it in accordance with Section 11707 of the Interstate Commerce Act. In the event a claim or suit is asserted against Owner or User which is the other's duty hereunder to investigate, adjust, or defend, then, unless otherwise agreed, such other party shall, upon request, take over the investigation, adjustment, and defense of such claim or suit. All costs and expenses in connection with the investigation, adjustment, and defense of any claim or suit under this Agreement shall be included as costs and expenses in applying the liability provisions set forth in this Agreement, except that salaries or wages of full-time claim agents, full-time attorneys, and other full-time employees of either party engaged directly or indirectly in such work shall be borne by such party. Excluding freight loss and damage claims filed in accordance with Section 11707 of the Interstate Commerce Act, neither party shall settle nor compromise any claim, demand, suit, or cause of action for which the other party has any liability under this Agreement without the concurrence of such other party if the consideration for such settlement or compromise exceeds $10,000. EXHIBIT Page 12 of 14 It is understood that nothing in this Section shall modify or waive the conditions, obligations, assumptions, or apportionments provided in Section 9 hereof. 11. PAYMENT OF BILLS Bills rendered pursuant to the provisions of this Agreement, other than those provided in Section 2 hereof, shall include direct labor and material costs, together with the surcharges, overhead percentages, and equipment rentals in effect at the time any work is performed by Owner, as specified in the then current Rules Covering Preparation of Joint Facility and Other Bills .Between Carriers and the Schedule of Equipment Rental and Other Rental Rates for Use Between Carriers, promulgated by the General Managers Association of Chicago or its successor organization. 12. DEFAULT AND TERMINATION In the event of any substantial failure on the part of either Owner or User to perform their respective obligations under this Agreement, and continuance in such default for a period of sixty (60) days after receipt by the defaulting party of written notice from the other of such default, the party not in default shall have the right, at its option, after first giving thirty (30) days' written notice thereof by personal service or by certified mail to the party in default, and notwithstanding any waiver by the owner of any prior breach thereof, to terminate the use of the facilities and, in the exercise of such right, neither party shall impair its right under this Agreement or any rights of action against the other for the recovery of damages. EXHIBIT Page 13 of 14 13. TERM This Agreement shall continue in full force and effect for a period of twenty- five (25) years from said commencement date, provided, however, that User shall have the right, on giving twelve (12) months' advance notice to Owner to terminate this agreement. 14. SUCCESSORS AND ASSIGNS This Agreement shall inure to the benefit of and be binding upon the parties hereto, and the successors or assigns of substantially all the rail properties of a party hereto, unless and until terminated as aforesaid, except that termination of this Agreement shall not relieve or release any party hereto from any obligations assumed, or from any liability which may have arisen or been incurred by any party under the terms of this Agreement prior to the termination hereof. User shall not assign or transfer this Agreement or any of its rights hereunder to a party, other than a successor or assign of a EXHIBIT Page 14 of 14 substantially all the rail properties of the transferring party, without obtaining the prior written consent of Owner. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written. WITNESS: WITNESS: lj b By By July 7 ► 1983 William M. Gibbons, i,,squire Trustee Chicago, Rock Island and Pacific Railroad Company 332 South Michigan Avenue Chicago, Illinois 60604 Dear Mr. Gibbons: In connection with your execution this date of the "Contract For Sale Of Railroad Property" ("Contract") with the Cities of Dallas and Fort Worth, Texas ("Cities"), this is to confirm that, in addition to the agreed consideration of $18 million to be paid pursuant to the Contract, the Cities agree that, in the event that the Cities or Katy at any time hereafter conclude with the Federal Railroad Administration ("FRA") a settlement and release at a discount of Katy's funding indebtedness of $15 million to FRA which indebtedness was incurred by Katy in connection with its acquisition of the "Easement for Rail Freight Operations", dated October 21, 1982, then in such event the Cities shall forthwith pay to the Trustee as additional consideration an amount which shall be equivalent to one-half of the discount received by the Cities from FRA in such settlement, but in no event more than $2 million. The Cities represent and warrant that they are duly authorized to enter into this letter agreement. Very truly yours, For the Cities By: Mor is C. Matson Assistant City Manager Fort Worth, Texas By: 2.•, es R. Fountain, J10 Assistant City Manager Dallas, Texas ACCEPTED: W i M. Gibb ns Trustee of the Chicago, Rock Island and Pacific Railroad Company, Debtor Dated: IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In the Matter of ) In Proceedings for the CHICAGO, ROCK ISLAND AND ) Reorganization of a PACIFIC RAILROAD COMPANY, ) Railroad. } Debtor. ) No. 75 B 2697 ORDER NO. g ON TRUSTEE'S PETITION FOR AUTHORITY TO SELL RAILROAD LINE (CITIES) This cause coming on to be heard upon the Petition of William M. Gibbons, the Trustee, for authority to sell and convey, free and clear of liens and other claims, all of his right, title and interest in the line of railroad between Fort Worth and Dallas, Texas described in the Contract for Sale of Railroad Line dated as of July 7, 1993 (Contract) attached as Exhibit A to the Petition for the sum of $18,000,000 to the City of Fort Worth, Texas and the City of Dallas, Texas (Cities) the detail of which is fully set forth and described in said Petition filed herein; and It appearing to the Court and the Court having found that the purchase price of $13,000,000 is the highest 'and best obtainable for the subject line of railroad and is in the best interest of the Debtor's estate and should be approved by the Court; and It further appearing to the Court and the Court having found that all persons entitled thereto, including but not limited to Burlington Northern Rd. Co., The Atchison, Topeka and Santa Fe Ry. Co., Southern Pacific Transportation Co., St. Louis Southwestern Ry...Co., Missouri Pacific Rd. Co., Missouri--Kansas-Texas Rd. Co., City of Fort Worth and City of Dallas, have received reasonable notice of the hearing on such Petition; and It further appearing to the Court and the Court having found that the Trustee's operating rights under the Dallas Right-of=Way District Agreement dated February 24, 1974, are assignable to Cities without the written consent of the other railroads party to said February 24, 1974 Agreement; and 1 1 The Court having heard statements of counsel and being fully advised in the premises; r NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED as f ollows: 1. That the Contract attached as Exhibit A to the Trustee's Petition, and the terms and conditions set forth therein, hereby are approved. 2. That the execution, delivery and performance of the Contract by the Trustee and Cities is hereby authorized and directed. 3. That William M. Gibbons, the Trustee herein, be and he is hereby authorized to sell and convey by deed without warranty and by assignment, subject to the provisions of the Contract, to Cities free of liens and other claims, including taxes and assessments and Rock Island's First Mortgage dated January 1, 1950 to The First National Bank of Chicago, Trustee (excepting liens created by Katy and Oklahoma -Kansas --Texas Railroad Company), all of his right, title and interest in the aforesaid line of railroad as generally set forth on Exhibits A and B to the Contract and to execute and deliver a deed without warranty for the sum of $18,000,000 and any and all other documents necessary to consummate the said sale. 4. That the rights, claims, liens and interest of the Trustee, the Debtor, The First National Bank of Chicago, Corporate Trustee under that certain First Mortgage dated as of January 1, 1950 and all Supplemental Indentures thereto and of all other claimants in, upon or against the aforesaid property which is sold pursuant to this Order shall be transferred from said property to the net proceeds of such sale; and such proceeds of sale, until further order of the Court shall be segregated and deposited by the Trustee in a separate account bearing the designation "Real Estate Sales" at The First National Bank of Chicago and shall be invested in short-term securities of United States government. DATED: ? , r ,1-3 ENTE R: District Judge In 2 I 11-4 / .!•�, - ..�.._� _ — s.� — 4 ff IF �� � �� � _ ` �J ♦ � w v � ! .�,,� � s � I`tI ��� _ `� t� T,C.4f7i ST. P. 47 t ' t Q r. 1 c [� 4 Af1Lc 'S'pUS' �op�.y � :`��` trRFC1N� sT. 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Gibbons as Trustee of the property of the Chicago, Rock Island and Pacific Railroad Company (Trustee) to acquire the rail line between Fort Worth and Dallas. The negotiations have been completed with the terms described and a Contract for Sale has been prepared for execution by all three parties. The major provisions of the contract are: o Purchase price $18,000,000 (to be adjusted by the CPI if not closed within six months). o Trustee retains certain rights to negotiate Overhead Rights and Communication Easements for five years with the City to retain all revenues. o Property is subject to certain pre-existing conditions including a perpetual local freight easement owned by the MKT Railroad. o If the Cities are able to negotiate a price below $15,000,000 for _the Katy easement, the Trustee will participate in up to fifty percent of the savings. Financing Funds are available in Fund 10, Capital Projects Reserve to pay the City's share of the cost. Recommendation It is recommended that the City Manager be authorized to execute a contract, substantially in the form of the attached contract, for Sale of Railroad Property containing substantially the above provisions. MCM: j c Attachment SUBMITTED FOR THy� CITY MANAGER'S i //, 11 fIFFICE BY: /i,� ORIGINATING DEPARTMENT HEAD: M. C. Matson DISPOSITION BY COUNCIL: = APPROVED — OTHER (DESCRIBE) PROCESSED BY CITY SECRETARI FOR ADDIFIONAL INFORM T:ON„. Matson Ext. 6190 CONTACT: M 1, DATE