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Home My WebLink AboutContract 44537-A1 (2)t R��'��`; OGZ ��;� ,,� ` ;\�,. �� :ll J `�' qaim��r�Y� [� �/ � : ��i7RA�T dVO. —/ `7 �;� % /�� FIRST AMENDMENT TO PROPERTY TRANSFER AGREEMENT This FIRST AMENDMENT TO PROPERTY TRANSFER AGREEMENT (this "Amendment") is between the City of Fort Worth (the "Citv") and the BNSF Railway Company ("BNSF") to be effective as of September 1, 2015. The City and BNSF are herein refer�•ed to collectively as the "Parties." WHEREAS, the Parties entered into that certain "PROPERTY TRANSFER AGREEMENT" effective June 12, 2013 to supplement the Relocation Agreement executed by and between BNSF and the City on May 17, 2010, as amended effective June 1, 2011, to extend the period during which to agree upon the BNSF Final Relocation Plans and the City Final Relocation Plans; as further amended effective December 15, 2011, to extend the period during which the Conditions Precedent will be satisfied, and to extend the period during which the remaining Relocation Work Contracts will be awarded; as further amended effective June 12, 2013, to further extend the periods during which the Conditions Precedent will be satisfied and the remaining Relocation Work Contracts will be awarded, and to allow for conveyance of BNSF's interest in the Existing Main Line Segment North to the City, subject to the rights, if any, of Hillwood Enteiprises, L.P. ("Hillwood") or its affiliates or assigns ; and as further amended in the Fourth Amendment executed concurrently with this Amendment to clarify the property to be conveyed by BNSF to the City and the manner of closing of the conveyances, among other things (as amended, collectively referred to as the "Relocation A�reement"); WHEREAS, all terms used in this Amendment with initial capital letters shall have the meanings given to such terms in the Property Transfer Agreement; WHEREAS, the Parties desire to amend the Property Transfer Agreement to clarify the property to be conveyed by BNSF and the manner of closing of the conveyances; and NOW THEREFORE, in consideration of the inutual obligations of and benefits to the Parties set forth in this Amendment, the Parties agree as follows: 1. Exhibit "A" — Existin� Main Line Se�xnent South and Exhibit "B" — Existing Main Line Segtnent North of the Agreement are hereby deleted in their entirety and replaced with the attached Exhibit "A" — Existinp Main Line Segment South and Exhibit "B" — Existing Main Line Seginent North. The Pai-ties agree and acknowledge that the description of the Existing Main Line Segment South shall include approxiinately 200 feet more property on the northern boundary of the Existing Main Line Segment South than originally intended in the Agreement, due to the need by the City for the property related to construction of the Eagle Parkway connection to Highway 156. Along with any other changes reflected in the attached Exhibit "B", the parties further agree and acknowledge that the description of the Existing Mainline North portion for the Highway 114, Highway 156 interchange is also modified froin the original description to improve its accuracy. First Amendment to Property Transfer Agreement Page 1 of 4 : ,;�=i=��iK►fL ��C►fi�� i, �;ITY SECRETARY ��'T. WORTHI, 'f�( 2. Section 5, Conditions to First Closin�- and Second Closin�, Section A(5) is hereby deleted in its entirety and replaced follows: "5. With regard to the Second Closing, which shall be a phased closing, the City shall pay to BNSF the BNSF Consideration at the first phase of such Second Closing. 3. Section 6, Closin�, Paragraph A, is hereby amended by the addition of the following after the end of the first sentence of Section 6(A): "Further, instead of a single Second Closing in which BNSF conveys or assigns all of its interest in the BNSF Property to City, the Parties hereby elect for BNSF to convey BNSF's interests the BNSF Property to City in a phased closing, as set forth in the Fourth Amendment to the Relocation Agreement." 4. Section 6. Closin�, Paragraph C, is hereby amended by and replaced in its entirety as follows: "C. At the first phase of the Second Closing, BNSF shall deliver to Alamo Title Coinpany the following: 1. a Deed ('BNSF Property Deed") in the form attached to this Agreement as Exhibit G fully executed and acknowledged by BNSF, for the property set forth on the attached Exhibit "A" ("Aiiport Expansion Property"), subject only to the Permitted Exceptions; 2. such other and further documents as may be reasonably required to consummated the transactions contemplated by this Agreeinent and for the title company to issue its Property Owner Policy for the BNSF Property in accordance with the Relocation Agreement; and Within ninety (90) days of the date of the first phase of the Second Closing, BNSF shall deliver to Stewart Title Company, to be held in escrow as set forth in the Fourth Amendment to the Relocation Agreement, the following for the remainder of BNSF's interest in the BNSF Pz�operty exclusive of the Airport Expansion Property ("Remaining BNSF Property"): 1. a Deed ("BNSF Property Deed") in the form attached to this Agreement as Exhibit G fully executed and acknowledged by BNSF, for the property set forth on the attached Exhibit "B" attached, subject only to the Permitted Exceptions; 2. an Assignment or Assignments ("BNSF Property Assignment") in the form attached to this Agreement as Exhibit "H" fully executed and acknowledged by BNSF, First Amendment to Property Transfer Agreement Page 2 of 4 conveying to the City BNSF's interest in any easement rights owned by BNSF, subject only to the Permitted Exceptions, which BNSF Property Assignment(s) City agrees to execute to evidence its assumption of such easement rights; 3. such other and further documents as may be reasonably required to consummated the transactions contemplated by this Agreement and for the title company to issue its Property Owner Policy for the Remaining BNSF Property in accordance with the Relocation Agreement." 5. Section 6, Closin�, Paragaph D, is hereby amended by adding the following after the first sentence: "To the extent the Second Closing takes place in multiple phased closings as provided herein, the amount of each Property Owner Policy shall be a prorated amount of the BNSF Consideration based on the proportion of the property conveyed in each phase to the overall BNSF Property." 6. Except as amended by this Amendment, the Agreement shall reinain in full force and effect. This Amendment is executed by the parties to be effective as of September 5, 2015. :�_ � By: �►�� Title: tion First Amendment to Property Transfer Agreement Page 3 of 4 Niark D. Ude . ,-, .. _ 1 T. _a..a,. Tlnva�[1Y9 CTTY QF FORT WORTF-I, a Texas municipal corpoi•atiafi B y; �/� � � ��,.% .G�.=- F'Ter�r�rrd��o�f�; Assistant ' ity Manager _ __ ` jr��°� J `_��,�>� APPROVED AS TO FORM AI�TD LEGALITY: ,� � -� � '��FICIAL RECORD First Amendment to Pro�erty Trausfer Agreement Page 4 of �1 '�!, �� «ITY SECRETARY ��;�' �T. WOR'iH, TX Leann Guzrnan, Assista�lt City Attorney Cilt�/ of Foit Woith, TeXciS Ma�or and Council Communication COUNCIL ACTION: Approved on 5/4/2010 DATE: Tuesday, May 04, 2010 REFERENCE NO.: C-24205 LOG NAME: SSAFW RELOCATION AGREEMENT SUB.TECT: Authorize the Execution of an Agreement with Burlington Northern Santa Fe Railway in an Amount Up to $95,000,000.00 for the Design and Construction of the Relocated Railroad Mainline and Connector Track and Conveyance of Right—of—Way to the City for the Alliance Fort Warth Airport Runway Extension Project (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Agreement with Burlington Northern Santa Fe Railway in an amount up to $95,000,000.00 for the design and consri•uction of the relocated railroad mainline and connector track and conveyance of right of way to the City for the Alliance Airport Runway Extension Project. DISCUSSION: On September 18, 1992, (M&C C-13529) the City Council approved an Agreement with Burlington Northern Santa Fe Railroad (BNSF) for right of way acquisition, design and construction of a relocated mainline and connector track and conveyance of right of way to the City to allow for the Fort Worth Alliance Airport Runway Extension. Due to the unavailability of funds at that time the project was not completed. Commencing in 2001, the Federal Aviation Administration (FAA) has issued a series of annual grants for the Runway Extension Project. In addition, funding from other sources including Tai7ant County Bond Funds, a United States Department of Transportation (USDOT) eaimark and State Highway 121 Toll Road Funds as approved by the Regional Transportation Commission have allowed this project to move forward. Sufficient funds are now available to move forward with the railroad relocation partion of the project. The Agreement between BNSF and the City requires the City to acquire the necessary right—of—way for the relocated mainline and connector track and for BNSF to design and construct the relocated mainline and connector track. BNSF will be reimbursed for the cost of design and construction. Upon completion of the relocated mainline and connector track BNSF will convey certain portions of the abandoned mainline to the City. The funding sources will be a combination of the Texas Department of Transportation Advanced Funding Agreement ($80,000,000.00) and FAA Discretionary Grants (up to $51,300,000.00). This project is located in COUNCIL DISTRICT 2, Mapsco 7P. FISCAL INFORMATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Airports Grant Fund. FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office b� Originating Department Head: Additional Information Contact: ATTACHMENTS FROM Fund/AccountlCenters GR14 539120 055302388800 GR14 539120 055218265300 GR14 539120 055218265800 GR14 541200 055218339800 Fernando Costa (6122) KentPenney (5403) Ruseena Johnson (5407) '� • 1 11 111 11 '� /11 i l 11 '� 111 111 11 '� 1 111 111 11 1. SSAFW RELOCATION AGREEMENT Main Track Relocation rev2.pdf 2. Available Funds SSAFW Relocation Agreement.pdf