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HomeMy WebLinkAboutContract 13528CITY SECRETARY � WNTRAC-1 0.L�3 THE STATE OF TEXAS ) D/FW RAILTRAN CONTRACT COUNTY OF DALLAS ) WHEREAS, the Cities of Dallas and Fort Worth 'desire to enter into a contract to establish the D/FW Railtran System for the purpose of acquiring certain real and personal railroad property described in Exhibit A ("the property") extending between the cities of Fort Worth, Texas, and Dallas, Texas, ("cities") and to provide for the management, operation and maintenance of the property and related activities; and WHEREAS, it would be mutually beneficial to the citizens of Dallas and Fort Worth if the property were owned jointly in order to assure the possibility of rail passenger service between the two ci ti es; and WHEREAS, the purchase of the property and its use and maintenance for passenger rail transportation constitutes a public purpose under the laws of the State of Texas; Now, Therefore, THIS CONTRACT MADE BY AND BETWEEN the City of Fort Worth, Texas, ("Fort Worth") and the City of Dallas, Texas ("Dallas") W I T N E S S E T H: I. PURPOSE The purpose of this contract is to establish the agreement by which Dallas and Fort Worth will acquire the property described in Cr111�LIJL Pi ell ,�o L?`TY SECRETARY 1 FT. WORTH. TEX. Exhibit. A which is attached to and made a part of this contract by reference. Upon completion of the purchase- of the property, this contract will establish the agreement by which Dallas and Fort Worth will own, manage, operate, and maintain the property under the D/FW Railtran System and conduct related activities. II. PURCHASE OF THE PROPERTY (a) Dallas and Fort Worth have negotiated jointly for the purchase of the property; and each city shall pay an equal amount, or one-half, of the total consideration required for purchase of the property and one-half of all other expenses incurred in the acquisition of the property. Each city shall pay its share of the consideration at the time or times of closing of the transaction. (b) It is agreed that upon the purchase of the property, Fort Worth and Dallas will each take and hold title to the property as tenants in common, each owning an undivided one-half interest in the property. (c) It is agreed that the cities may purchase the rights, title, and interests of any third party in and to the property upon the approval of the city councils of both cities. III. D/FW RAILTRAN.SYSTEM The cities of Dallas and Fort Worth by this contract establish the D/FW Railtran System ("Railtran") to use and maintain the railroad right-of-way property purchased by the two cities for 2 operation of passenger rail transportation, other rail transportation, additional other public purposes, and uses incidental thereto. IV. RAILTRAN POLICY COMMITTEE (a) The Rail tran Policy Committee ("Committee") is her eby established to assure that the policy decisions and directives of the two city councils are implemented. The Committee shall be composed of the following: (1) the city manager of Fort Worth or his designee; (2) two members appointed by the Fort Worth city council; (3) the city manager of Dallas or his designee; and (4) two members appointed by the Dallas city council. (b) The Committee shall function under the guidance of the two city councils. It shall adopt policies in accordance with directions from the city councils and make recommendations to the city councils regarding policies and all aspects of the management and operations of the system as it determines may be necessary or advisable. (c) The Committee shall meet as often as necessary to discharge its duties effectively. Four members present constitute a quorum. The Committee shall adopt rules and procedures governing its operations and organization. (d) The Committee shall not meet until the effective date of the closing on the purchase of the property. 3 V. FINANCES If revenue generated or received by Railtran is insufficient to pay the full cost of management, operation and maintenance of the system, Dallas and Fort Worth shall each provide one-half of the funds needed to supplement those revenues. VI. OPERATIONS (a) The Committee shall appoint a professional staff to conduct the day to day operations of Railtran. The professional staff must be employees of either one of the two cities, unless other arrangements are agreed to by the city councils. The salaries of city employees working for Railtran shall be paid by the appropriate city and reimbursed to that city from Railtran revenues. (b) Railtran may arrange with either city for purchasing, accounting, legal services, and other appropriate services. (c) Railtran may establish a separate bank account or accounts with any depository of either city for receipt and disbursement of money for Railtran and to conduct all appropriate financial transactions in a manner consistent with the charters and ordinances of the two cities. The account or accounts must be audited annually either through a contract for an independent audit by one or more certified public accountants or through an audit included with the annual audit for either city. (d) At the end of any fiscal year in which Railtran revenues exceed full cost of management, operation, maintenance, and debt service, after approval of the two city councils, the excess 4 revenues of Railtran may be divided between and paid to the two cities in accordance with their proportionate ownership interest in the property, and in accordance with all applicable federal and state grant requirements. VII. BUDGET The fiscal year for Railtran will begin October 1 of each year. Before June 1 of each year the Committee shall submit proposed Railtran operating and capital budgets for the coming fiscal year to the city manager of each city for review and presentation to the two city councils. The Railtran budget will be reviewed and approved by the two city councils along with each city's own budget. VIII. CAPITAL IMPROVEMENTS AND DEBT SERVICE (a) The design, location, and funding of all capital improvements required by the cities on the property must be approved by both city councils. It is agreed that generally capital improvements will be financed jointly by the two cities, each city paying one-half the full cost thereof, including design, engineering, and construction. The title to these improvements will be held in the name of the two cities as tenants in common with each city owning an undivided one-half interest. (b) Capital improvements may be financed with current funds, grant funds, or by use of any form of debt financing. If debt financing is used, each city will issue its own debt instruments for ` 5 its portion of the cost unless current city funds are used, and an effort will be made to secure identical interest rates on any debt issued . (c) Revenues received by Railtran will be distributed equally between and paid to the two cities to pay the debt service attributable to joint projects after maintenance and operation expenses of Railtran have been paid. (d) If one city uses debt to finance its share of a capital improvement and the other city uses current funds or a combination of debt and current funds, net revenues from the operation of Railtran will be distributed equally between and paid to the two cities to pay debt service and to reimburse for the cost of current funds. The cost of current funds will be presumed to be equal to the debt service of the other city or the debt service of the city using current funds if that city also issues debt to finance its share of the cost. (e) If Railtran revenues are insufficient to pay the annual amounts owed each city under paragraphs (c) and (d) , each city will be responsible for the continued retirement of its remaining debt service payments. Railtran's unpaid obligation to the two cities will accrue until paid or discharged. (f ) With the prior approval of the two city councils, either city may fund capital improvements on the property or additions to the property which benefit that city disproportionately. Before an improvement or addition is begun which disproportionately benefits one city, the two cities must agree on the ownership of the improvement or addition, which shall then become a part of the property. Proportionate ownership in the property and distribution of revenues will be adjusted to reflect the transaction. IX. SALE OF THE PROPERTY (a) Neither city shall have the right to sell, lease, or assign its interest in the property without the official approval of the city council of the other city. Before a city may sell, lease, or assign its interest in the property to another, it must first offer to sell, lease, or assign its interest in the property to the other city which shall have a first right of refusal. (b) If both city councils approve, portions of the property may be sold, leased or assigned, or easements granted, and the proceeds distributed to the two cities in accordance with the provisions of section VI . (d) of this contract; provided, however, month-to-month leases or other temporary uses of the property may be authorized by the Railtran Policy Committee, or its designee, without further action of the city councils. X. REGIONAL TRANSPORTATION AUTHORITY Other than administrative charges, the fee for any private license the cities may grant to a regional transportation authority for use of all or any portion of the property shall be limited to reimbursement of all costs related to the regional transportation authority's use of the property pursuant to such license, unless the cities direct that some other basis will be used. 7 XI. LIABILITY (a) It is expressly agreed that it is the intent of this contract that the cities do not assume or accept any liability for any acts, deeds, or omissions on the part of any operator of any railroad service, railroad traffic, or incidental service, upon and across the property, or any liability for any acts, deeds or omi ssions on the part of any officers, agents, contractors, subcontractors, or employees of those operators. (b) Each city shall be responsible for its own acts of negligence, if any, and the liability of the cities for those acts and under this contract shall be several and not joint. However, this provision shall be for the benefit of the cities only, and not construed for the benefit of any third parties, nor as a waiver of governmental immunity or any other defenses provided by law. (c) The Committee shall obtain and maintain in force sufficient public liability insurance, if available, naming and protecting the Committee, Railtran, and the cities, their officers, agents, and employees against claims for bodily injury (including death) and property damage which may arise out of the activities of Railtran. XII. D/FW AIRPORT LINK Dallas and Fort Worth agree that if a rail link or rail links are constructed by Railtran between the property and the Dallas -Fort Worth Regional Airport, the location and proportionate ownership of the link or links must be approved by the two city councils, in accordance with the provisions of section VIII. (f) of this contract. C XIII. GOVE RN MENTA L P URP OS E The purchase of land or interest in land pursuant to this contract and the exercise of any other powers to achieve that purpose are declared to be public , and governmental functions exercised for a public purpose. All land and interest in land purchased pursuant to this contract are declared to be acquired for municipal, public , and governmental purposes and as a matter of public necessity. XIV. DURATION The duration of Railtran is perpetual, unless terminated by operation of law or by mutual agreement of the cities. If Railtran is terminated, all of the Railtran assets remaining after payment of outstanding obligations shall be divided between the cities based upon their proportionate ownership of the assets. XV. APPROVALS Whenever approval by one city is required under this contract, such approval shall not be unreasonably withheld. XVI. ENTIRETY OF OONTRACI' This contract represents the entire agreement of the cities as of this date. Any agreements supplemental to this contract must be evidenced yin writing, approved and executed in the same manner as this contract . 4 EXECUTED AND EFFECTIVE THIS 19th day of January 1984. APPROVED AS TO FORM: CITY OF DALLAS ANALESLIE MUNCY CHARLES S. ANDERSON City Attorney City Manager BY As &ilan, City ttorne ATTEST: City q��cretary ATTEST: aty'Scretary A"ft p BY CITY CGUNCIL 1 3_$�City euroavy e 8081K/dd(1/5/84) BY 61 istant City -Manager CITY OF FORT NORTH ROBERT L. HERCHERT City Manager BY � Assistant City Manager APPROVED AS TO FORM AND LEGALITY: MADE ADKINS, City Attorney 10 ssistant City Attor Exhibit A All the properties, interests and rights of the Trustee of the Property of the Chicago, Rock Island and Pacific Railroad Company, Debtor ("Trustee") as described in that certain Contract For Sale Of Railroad Property ("Contract") , dated July 7, 1983, relating to a railroad operating right-of-way and facilities thereon, situated between the Cities of Dallas and Fort Worth, in the Counties of Dallas and Tarrant, Texas, a distance of approximately 34 miles, plus adjacent spurs, to be conveyed by the said Trustee to the Cities of Dallas and Fort Worth pursuant to the terms and provisions of said Contract. D/FW RAILTRAN CONTRACT CITY OF DALLAS STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS j I,, Barry J. Davis, assistant city secretary of the City of Dallas, Texas, do hereby certify -that the attached is a true.and correct copy of.Resolution Number 84-0242 adopted by the City Council of the City of Dallas on January 11, 1984 WITNESS MY HAND AND THE SEAL OF THE CITY OF DALLAS, TEXAS. BARRY JJ IS, Assistant City Secretary ate January 13, 1984 �,,.✓',+ a Ga�.�.P;4� � b•th OFFICE OF THE CITY SECRETARY CITY HALL DALLAS. TEXAS 75201 TELEPHONE 214/670-3738 �C COUNCIL CHAMBER January.11, 1984 8 4 02 4 WHEREAS, it is anticipated that the Cities of Dallas and Fort Worth will close in mid January 1984 on the purchase of the Chicago, Rock Island and Pacific Railroad Company property between Dallas and Fort Worth and shortly thereafter on the purchase of an existing rail freight easement from the Missouri -Kansas - Texas Railroad Company, "MKT", and the grant of rights to the MKT; and WHEREAS, there are numerous other existing railroad and non -railroad agreements in which the cities will acquire interests and/or obligations upon acquisition of the property, most notably an overhead freight trackage agreement with the Burlington Northern Railroad Company; and WHEREAS, administrative procedures and mechanisms need to be established between the Cities of Dallas and Fort Worth to properly operate and manage the property and related rail and non -rail agreements; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is authorized to enter into a contract, substantially in the form of the attached contract, with the City of Fort Worth for the acquisition, operation and management of the purchased Chicago, Rock Island and Pacific Railroad Company property and related agreements. Section 2. That the City Manager is authorized to conclude the ,transaction pursuant to the contract between the Cities of Dallas and Fort Worth and the Chicago, Rock Island and Pacific Railroad Company prior to consumation of the proposed contract between the cities and MKT. Section 3. That the Director of Finance be authorized to establish Fund 100021 Railtran Operating Fund for the• purpose of depositing revenue and operation of the Railtran system; and authorize the transfer of funds from Fund 100995 Rock Island Right -of -Way to Fund 100021 as required. Section 4. That thi's resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved. APPROVED BY CITY COUNCIL JAN it City Secretary APPROVED APPR VE Ll l..i.� d 11/�i� Yy tj dlYlllF./��^ APPROVED HE D Of DEPARTMEN7 DIR CTO 11 FINANCE ` CITY MANAGER SIN 190.0006 - CI IP.fVY15S♦ City of Fort Worth, Eexas Mayor and Council Communication DATE REFERENCE SUBJECT: Contract Establishing Railtran PAGE NUMBER System by the Cities of Fort Worth and 1 of 2 1/3/84 C- 8148 Dallas Background It is planned that on or about January 18 1984, the Cities of Fort Worth and Dallas will close on the joint purchase of approximately thirty-four miles of rail line and right-of-way extending between the two Cities from the Trustee in Bankruptcy of the Chicago, Rock Island and Pacific Railroad Company. It is proposed that the two Cities formally establish the relationship by which they will jointly purchase the property and by which they will jointly awn, manage, operate, ard maintain the property for specified public purposes. To this end, a proposed contract is submitted to both City Councils for approval. Proposed Fort Worth/Dallas "Railtran" Contract The major provisions of the proposed contract are: o Each City shall pay one-half of all acquisition costs and shall own an undivided one-half interest in the property and in all rights and interests acquired. o Establishes the Dallas/Fort Worth Railtran System ("Railtran") to use and maintain the property for passenger rail transportation and other public purposes. o Establishes the Railtran Policy Committee consisting of three representatives fran each City to implement policies and directives of the two City Councils. o Provides for operating and capital budget approvals by the two City Councils. o Provides for the provision of supplemental operating revenues if required and for the division of excess revenues with approval of both City Councils. o Capital improvements approved by both Councils will be jointly financed and available Railtran revenues will be distributed equally for debt service after O & M expenses have been paid. o Provides the basis for granting use of property to a regional transportation authority.