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HomeMy WebLinkAboutRES 4B 2007-03GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 4B 2007-03 A RESOLUTION OF THE GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION APPROVING AN INTERLOCAL AGREEMENT WITH THE FORT WORTH TRANSPORTATION AUTHORITY (THE T) AND PROVIDING AN EFFECTIVE DATE WHEREAS, the eligible voters of the City of Grapevine, Texas authorized the adoption of a 4B sales tax via election on November 7, 2006; and WHEREAS, pursuant to the authority granted by the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statues, as amended (the "Act'), this City Council created a non-profit corporation named the Grapevine 4B Economic Development Corporation (the "Corporation") and approved the Articles of Incorporation, to act on its behalf in financing, under the Act, eligible "projects"; and WHEREAS, the Corporation shall be governed by Section 4B of the Act, as now existing or as it may be amended; and WHEREAS, commuter rail service is a project allowable under The Act and such a project was approved by the voters as an allowable project; and WHEREAS, funding from the Grapevine 4B Economic Development Corporation is necessary for the commuter rail project to become a reality; and WHEREAS, the City Council of the City of Grapevine has approved an Interlocal Agreement with the Fort Worth Transportation Authority (The T) for provision of commuter rail service to Grapevine. NOW, THEREFORE, BE IT RESOLVED BY THE GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION: Section 1. That the findings and declarations contained in the preamble of this resolution are incorporated herein as part of this resolution. Section 2. That the Grapevine 4B Economic Development Corporation hereby approves the commuter rail project Interlocal Agreement with The T and authorizes the Executive Director to expend 4B funds as necessary to meet the requirements of the agreement attached hereto as Exhibit "A". Section 3. That this resolution shall be in full force and effect from and after its passage. PASSED AND APPROVED BY THE GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF GRAPEVINE, TEXAS on this 3rd day of July, 2007. APPROVED: William D. Tate President ATTEST: Lind Huff Secretary APPROVED AS TO FORM: r John F. Boyle, Jr.,:/ City Attorney RES. NO. 4B 2007-03 2 EXHIBIT -A— T 0 e5.ZB DC -113 Page _Iof-Al— THE —; , THE ]SORT NORTH TRANSPORTATION AUTHORITY and THE CITY OF GRAPEVINE, TEXAS INTERLOCAL AGREEMENT REGARDING COMMUTER RAIL SERVICE May 30, 2007 EXHIBIT TO S' �I�' 07-0 Page I of -J-3— INTERLOCAL AGREEMENT REGARDING COMMUTER RAIL SERVICE by and between TIME FORT WORTH TRANSPORTATION AUTHORITY and THE CITY OF GRAPEVINE, TEXAS This Interlocal Agreement Regarding Commuter Rail Service (the "Agreement") is made this 30th day of May, 2007, between THE FORT WORTH TRANSPORTATION AUTHORITY (hereinafter referred to as "The T"), a regional transportation authority created and existing pursuant to Chapter 452 of The Texas Government Code, and the CIT_ Y OF GRAPEVINE, TEXAS (hereinafter referred to as "Grapevine"). (Grapevine and The T may hereinafter together be referred to as "the Parties.") RECITALS: WHEREAS: A. The T provides public transportation services in the Greater Fort Worth area; and 13. Pursuant to the Interlocal Cooperation Act, Chapter 791, Texas Gover —hent Code, Grapevine and The T may exercise jointly the power to provide governmental services for the public health, safety and welfare; and C. Pursuant to Article 1182k, Texas Revised Civil Statutes, all railroad -related activities by public agencies, separately or jointly exercised, are public and governmental fuulctions exercised for a public purpose and as matters of public necessity; and D. The T and Grapevine have agreed that it would be mutually beneficial to the citizens of Grapevuxe and The T service area to have conu-nuter rail service connecting the southwest area of Fort Worth to Grapevine and the Dallas -Fort Worth International Airport to relieve traffic congestion, provide transportation opportunities and aid in attaining federal air quality standards; and E. Grapevine and The T have agreed to execute a mutually beneficial Interlocal Cooperative Agreement (hereinafter referred to as the "ILA"), granting Grapevine and The T certain rights and responsibilities related to commuter rail service along the Southwest -to - Northeast Corridor (hereinafter referred to as the "Corridor"), and EXHIBIT TO SS Page Z5 - of F. Grapevine and The T desire to enter into this ILA to define their respective rights and responsibilities regarding the provision of commuter rail service along the Corridor, including, but not limited to, the means through which they will raise capital and operating funds for the development and operation of the commuter rail service and operational standards and service levels, and entering into an Operating and Maintenance Agreement setting forth their respective rights and obligations with regard to the operation and ongoing maintenance of such commuter rail service; and G. All expenditures required to be made under this Agreement shall be made with current funds available to the parties. NOW, THEREFORE, in consideration of the coveriants and agreements herein, the receipt arid sufficiency of which are hereby confirmed, the parties agree as follows: SECTION I INTERPRETATION 1.1 Defined Ternns. 4 As used in this Agreement, the following terms will have the irieanings respectively assigned to them below, which meanings will be applicable equally to the singular and the plural forms of The Terris so defined: L1.1 "Agreement" rneans this Interlocal Agreement Regarding Commuter Rail Service, as amended, supplemented or restated from time to time. 1.1.2 "County„ means Tarrant County, Texas. "Grapevine Funds" refers to 31$ of one cent frorn C-rapevine' s 4B Economic Development Corporation Sales Tax revenue as collected and other funds dedicated or contributed by .Grapevine to the Project at Grapevine's sole discretion, including any irnterest accrued thereon. MA "Facilities" rzneans all stations, station parking facilities, trackage right of way, and structures constructed, relocated, improved or otherwise modified pursuant to theterms of this Agreement, including signals and corrununication facilities. 1.1.5 "Aihport" nheans Dallas-FortW orth Intenhational Airport. 1.1.6 "Dispute" means any disagreement, failure to agree or other dispute between The T and Grapevine arising out of or in connection with this Agreement, including with respect to the interpretation, construction, breach, performance, validity or termination thereof. EXHIBIT- TO qb�� 3 Page Y---- of —4- 1.1.7 "Southwest to Northeast Corridor" (also referred to as "the Corridor") means the rail right-of-way, trackage and commuter line from the southwest Tarrant County area through Grapevine and to the Airport. It is anticipated that the Corridor and the Locally Preferred Alternative (LPA) will be the existing route Cotten Belt Line through the T&P Station and Intermodal Transportation Center ("ITC"), as shown and described on the attached Exhibit "C". 1.1.8 "Project" mca7ns the acquisition, construction, operation and maintenance of the Corridor and all rail Facilities and Stations appurtenant thereto, including real property acquisition. 1.1,9 "Sales Tax" refers to 318 of one cent from Grapevine's 4B Economic Development Corporation Sales Tax revenue as collected arid dedicated or contributed by Grapevine to the Project, including any interest accrued thereon. The Sales Tax shall not include any sales tax revenue generated by or from and/or attributable to a Chapter 380 Economic Development Incentive Agreement. The Sales Tax shall further not include the one half (1/2) of the amount of funds necessary to provide associated and ancillary intra- city trolley services. Grapevine and The T will agree oi-i the amount of funds that will be dedicated to such intra -city trolley services that will be deducted from the Sales Tax. L1.10 "Station" or "Stations" means Passenger stations, including but not limited to. real property for Station, associated driveways, parking areas and facilities. bus and/or shuttle drop off and pick up zones, passenger drop off and pick up zones, covered platform, ramps, ticket kiosks, parking areas, and. ancillary improvements on the Corridor. 1.2 Construction and Interpretation of this Agreement. In this Agreement: 12.1 the recitals and headings to Sections are for convenience only and will not affect the interpretation of this Agreement: 1.2.2 words importing the singular include the plural and vice versa, and the words importing gender include all genders; 123 the words "include" and "including" are to be construed as 3neaning "including without limitation;" 12.4. all exhibits attached hereto and listed as follows: (a) Preliminary Project Summary (b) Preliminary Project Cost Estimate (Budget)* (c) Preliminary Corridor Map* 3 EXHIBIT TO26 -�' Page of 2 (d) Project Schedule* (e) Performance Standards*; these should include the following items: Design and Construction . Standards — All applicable portions of the Project must conform to the zoning, subdivision design and construction standards adopted by the City of Grapevine for paving, drainage, landscaping, streetscape, public utilities, and structures; and ii. Station Irr provements. The T will identify a base estimated amount for funding for each station and associated parking facility. (if any), including real property acquisition (the "standard station baseline"); the standard station baseline shall be consistent with the standard, existing stations, exclusive of the ITC; amounts exceeding the standard station baseline for station enhancements required by Grapevine for the Downtown Grapevine .Station will be split fifty percent each between the T and Grapevine. Grapevine's additional funding shall come from funds other than the Sales Tax. The City of Grapevine will provide to The T copies of all. applicable city ordinances, regulations for development of the .Project and Facilities, Grapevine's Comprehensive Plan, all applicable zoning ordinances, and its Historic Preservation Ordinance, and any other laws, regulations codes or ordinances to which this Project would be required to comply. (f) Operating and Maintenance Agreement.* *The parties acknowledge that these items marked with an asterisk(`) may riot yet exist, may or may not be possible to complete prior to the time of the execution of the Agreement, and as such any are preliminary and will be adjusted over time and finalized at a later date subject to tine mutual agreement of the Parties. The Operating and Maintenance Agreement shall provide as follows_ relative to the Downtown Grapevine Station. The Downtown. Grapevine Station shall be owned by Grapevine. Grapevine shall assume sole authority for the management of the Station improvements, including the structured parking facility. Any revenue generated by the structured parking facility shall accrue to Grapevine. 1.2.5. Subject to section 1.2.4 (f), above, all matters stated hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. 4 SECTION 2 BUDGET AND FUNDING 2.1 Project Binet 1.,... TO �Z1 1 .1i= of The Project Budget (also referred to as the "Preliminary Project Cost Estimate"), which is included herewith as Exhibit B, shall detail all scheduled Project expenditures. The Project Budget shall also detail all scheduled and available sources of funding for the Project. The Project Budget shall be updated on an as needed basis, but not less than quarterly, upon the mutual agreement of the parties hereto. The Project Budget will also include Grapevine's annual costs for, its participation in North East Transportation Service . ("NETS"), along with Grapevine's annual contribution for the Trinity Railway Express ("TRE"). Grapevine's NETS, and TRE costs shall be funded with the Grapevine Funds. The Project Budget is subject to the mutual agreement of Grapevine and The T. 2.2 Grapevine Funds. 2.2.1 Grapevine will dedicate and set aside the Sales Tax revenue for the Project as Grapevine Funds from and after the date Grapevine begins to receive funds from Grapevine's 413 sales tax. Grapevine Funds will be transferred to The T within 30 days of F receipt of funds from the State of Texas; no request from the T will be required. The T will send at least quarterly an accounting of the Project Funds and Grapevine Funds. Grapevine reserves the, right to audit or inspect The T's Project records upon request during normal business hours. 2.2.2 The Project Schedule is attached hereto as Exhibit D. The Project Schedule includes a schedule of benchmarks and deliverables which serve as the basis of Grapevine's participation in the Agreement. In the event of any failure by The T to substantially achieve the provisions of the Project Schedule, and following the completion of Dispute Resolution pursuant to Section 5.3 herein, Grapevine may withhold or suspend funding until such time as the Schedule is recovered. The T will provide quarterly progess reports to Grapevine and progress update presentations to the Grapevine City Council upon. request. 2.3 The T bunds and Resources. The T will dedicate such furids necessary to meet its obligations for use in connection with the Project, consistent with the Project Budget. `This Agreement is subject to the future availability of funds, pursuant to Section 452.108, Texas Transportation Code,. 2.4 Application for Other Funds. The T will apply for and pursue the following additional potential sources for funding the Project, which. funds shall be reflected in the Project Budget: EXHIBIT... TO Pa go of aq� (a) The County (b) North Central Texas Council of Governments ("COG") (c) The Texas Mobility Fund (d) Federal fdnding sources (c) Other funds 2.5 Rail Service to Other Cities. The parties contemplate fllat cities through which the Southwest to Northeast Corridor passes may seek passenger rail service thereon from The T. Pursuant to this Agreement, Grapevine is dedicating significant funds to commence passenger rail service on the Corridor. The parties recognize that it would be inequitable to permit other cities to receive service on the Corridor without bearing a like portion of the costs associated with commencing passenger rail service on the Corridor. The T shall not authorize, permit, or provide cozrunuter pail service to any other entity on terns or conditions more favorable or less burdensome to such entity than those applied to Grapevine pursuant to this Agreement, in order that no entity be. granted an unfair competitive advantage over Grapevine, and to provide all parties equal protection under the law. Accordingly, other cities rziay be granted access to the Corridor only to the extent that such cities contribute to the Project on the same or similar terms as Grapevine, by dedicating .3 of one cent of sales tax revenue, or the cash equivalent thereof as adjusted, to The T. 2.6 Regional Rail Initiative Tax The parties recognize a regional rail initiative may be formed and that a sales tax may be levied 111 the future within the County or the surrounding region, the proceeds of which may be dedicated to providing passenger rail service. Should such a tax be levied and Grapevine is subject to the tax, and the regional rail tax is equal to or exceeds 318 of a cent.. Grapevine's dedication of Sales Tax, as referred to in paragraph 2.2.1 hereinabove, will cease. If a Regional Rail Initiative is passed and the amount for individual cities is less than 318 cent sales tax to join" the Regional Rail Initiative, then cities along this Corridor will be required to provide the difference between the amount needed for the Regional Rail Initiative and the equivalent of 3f8 cent sales tax for their cities in order to have a station on this corridor. 11 EXHIBIT -A TO R_tL X18 0 -03 pay of SECTION 3 USE OF PROJECT FUNDS �.1 Project Funds All funds shall be spent in full accordance with the Project Budges. All costs must be reasonable and consistent with policies and procedures mandated by State or Federal law, and the T's normal operating procedures. All expenditures must be accorded consistent treatment and determined in accordance with generally' accepted accounting principles ("GAAP"). Grapevine reserves the right to audit all budgets, work schedules and accounts of the Project at Grapevine's sole expense. 32 Anticipated Planning. Engineering and Construction Work. Budget: Project funds may be expended, for the following, consistent with the Project (a) performing engineering, surveying, and design review related to the Proj ect; (b) performing any studies, analyses, surveys and review required to obtain any federal, state or other governmental approvals for the Project; (c) performing any studies, analyses, surveys and review required to obtain any federal, state or other governmental funding for the Project; (d) environmental planning; (e) labor, materials, tools and equipment required for the Project-; (f) acquisition of real property required for the Project (to the extent eminent domain becomes necessary for any real property in Grapevine, Grapevine shall exercise such Night and shall be credited for all such costs, including but not limited to land costs, attorney fees, and valuation experts which shall be paid from the Sales Tax).; (g) construction of rail Facilities related to the Project; (h) construction of Stations for the Project; (i) changing or modifying Facilities as required to complete the Project; (j) procurement of rolling stock and related equipment. (k) performing any and all work which The T deems necessary for the approval, funding, construction and completion of the Project, including, without limitation, improvernent to the TRE Equipment Maintenance Facility to accommodate maintenance of rolling stock and Maintenance of Way (MOW) equipment. 3.3 Responsibilities after Construction. 3.3.1 After completion of construction of the Project and acceptance thereof by The T, The T shall be responsible for the operation and maintenance of the Corridor and Stations. Except for the Downtown Grapevine Station, the T will maintain the Stations, per 1.2.4 (e), above, and parking facilities including the platfoirris, canopies, surface parking lots and drives; landscaping, signage and lighting. Grapevine will maintain the Downtown Grapevine Station utilizing funds other than the Sales Tax. 3.3.2 After completion of construction of the Project, and acceptance thereof by The T, Grapevine will be responsible for the continual partial funding of the Project's operation through the Sales Tax until this Agreement expires or is terminated as otherwise provided for herein. 3.3.3 Prior to completion of construction of the Project, the parties will enter into operating and maintenance agreements with regard to the operation of the Corridor for commuter rail service as provided in Section 1.2.4 (e) and (0, above, which will delineate the rights and obligations of the parties to this Agreement, as well as of any additional participating cities or governmental entities. Such operating and maintenance agreement is wholly subj ect to the mutual agreement of the parties. 3.3.4 The Parties anticipate the initial operating level of service will be substantially similar to the existing TRE level of service plus lin-.ited Sunday service. Additional trains will be ;Wade I available to and provided in order to serve special Grapevine events and festivals upon the request of Grapevine. SECTION 4 RESPONSIBILITIES OF THE PARTIES 4.1 Responsibilities of the T. The T shall be responsible to: (a) Comply with all applicable state and federal laws, ordinances, and regulations for development of the Project axid Facilities. Such improvements will provide for orderly development of the Project, which shall to the extent The T is not exempt therefrom, also meet Grapevine's 61 Comprehensive Plan, Zoning Ordinance, Historic preservation Ordinance or other local ordinance. (b) Use Grapevine's standard specifications, details, and standards in its designs and construction plans for all improvements in the city limits of Grapevine, and in accordance with Subsection 1.2.4(e), above. (c) The T will contract for an Environmental Impact Study ("EIS") that will include preparation and submittal for review by Grapevine of a Traffic Impact Analysis ("TIA") for existing and proposed Stations and road crossings of the rail line by streets at -grade; establishing a requirement that such at -grade crossing to be maintained at a level of service ("LOS") equal - to B or better; definition of any required improvements; and addressing integration of the Nearby local traffic signal network into the train signal system at grade crossings when signal.i zed intersections are within 500 feet of the rail line. Subject to Subsection 4.2(g), below, at grade crossings shall be constructed and pemaitted to be Quiet Zone designated, and at grade crossings shall be maintained. The T shall be responsible for preparing any Engineering Study necessary to qualify for Quiet Zone Status. (d) Establish a Project Advisory committee, consisting of Grapevine and Fort Worth representatives, Grapevine City Council and staff, and The T Board members and staff, to provide input on transportation and development issues associated with the Project. (e) Establish procedures for maintenance of traffic, continuing access to adjacent properties, and uninterrupted utility operations during construction. (f) Grapevine Stations — The T will provide a minimum of two (2) stations, in accordance with Subsection 1.2.4(e) above, which are designed for passenger comfort and safety during boarding and disembarking, including access for disabled persons. The station locations and design will be subject to Grapevine approval, and where applicable the approval of D -FW International Airport. Such Stations shall include enhancements as may be requested by Grapevine, including but not limited to associated meeting room space, premium architectural features, structured parking, and nixed use spaces, also subect to Subsection 1.2.4(e), above. (g) Provide architectural amenities, including but not limited to canopies, shelters, structures, benches, signage, landscaping, public art, and ndesirable sound, vibration, and visual n�itiffatior� measures to address u intrusion at stations and along the Corridor within the Grapevine city limits, all subjectto Subsection 1.2.4(e) and (f) above. 1 EXHIBI14 T® .Re-ZAZ Z-0 Pae of (h) Provide for ongoing inaintenance of the Corridor. (i) Develop operational standards for train operations, and such operations will minimize impact on traffic at at -grade roadway crossings. Such standards may require integration of the train signal control -system with the adjacent traffic signal network along the rail aligiu-nent. (j) Establish and fund a security and safety plan for all hours of operation with emphasis on Stations and within trains, including an emergency plan for incidents that may occur at Stations, on trains, and along the Corridor. (k) Prepare and update at least annually a Financial Plan for the Project, which shall be submitted to the Grapevine for review and comment. (1) Conduct commuter rail strategic plan is not less than 5 -year increments to assess rail service capacity, ridership pr©'ections, station usage and needs, parking and access provisions, traffic and roadway considerations, transit oriented development, and growth patterns around stations and existing and projected rail alignment(s). (m) Provide .limited advertising space within the commuter rail cars for Grapevine's special events, when such special events will utilize the Project, at no cost to Grapevine. (n) The T shall in no event bear 4.gy responsibility to provide bus or trolley based paratransit services complimentary to any bus or trolley service operated by Grapevine or any affiliated or associated Grapevine entity. 4.2 Responsibillties of Grapevine Grapevine shall be responsible to: (a) Review and approve the design and construction documents for Project improvements in the city limits of Grapevine. Grapevine will cooperate with the T in achieving the goals and schedules of the Project by expeditiously reviewing all submitted documents. (b) Provide timely, accurate, and complete information with respect to its regulations; requirements, and development regulations. (c) Consult with the T and cooperate as fully as possible to nlect Project objectives as it relates to portions of the Project in the City of Grapevine. (d) Provide fwiding as set forth in Subsections 1.1.3, 1,1.9 and 22 above. 10 (e) Grapevine will fw-id fifty percent (50%) of the upgrade of the Grapevine Main Street Station. (f) Grapevine will maintain an active voice on the other station at the north end of D -FW International Airport being constructed as a part of the Project. Grapevine, however, will provide no funding for' such station above and beyond the City's contribution of the Sales Tax to the Project as provided for hereinabove. (g) Grapevine will apply with the Federal Railroad Administration for Quiet Zones within the Grapevine city limit. (h) Grapevine will be solely responsible to provide bus or trolley based paratransit services complimentary to any bus or trolley service operated by Grapevine or any affiliated or associated Grapevine entity. 4.3 Mutual Commitments of the Parties: (a) The Parties reserve the right to tenninate this Agreement, subject to the dispute resolution provisions of Section 5.3 herein. (b) The parties shall coordinate and cooperate on the adoption of a regional public transportation system, the commuter rail corridor on the Cotton Belt rail line from Fort Worth through Grapevine. (c} Notification of Action — The T and Grapevine each will inform the other in advance of The T Board briefings or City Council briefings, public hearings, or official actions related to the Project, its implementation, or operation. (d) Notwithstanding the above, the Term and performance of this Agreement shall at all times be subject to the appropriation of sufficient funds to and by each party. (e) D -FW International Airport will fund the Station located inside the Airport Terminal Complex. The Sales Tax will be available for a standard station baseline for the Grapevine Station on D -FW property outside of the Terminal Complex. (f) The Parties agree to preserve and protect the GrapevineVintage Railroad operations that currently operate on the Corridor. The T or its operations contractor will be responsible for dispatching all trains on the Corridor and scheduling after commuter rail service begins. 11 EAI IBIT- - b— T0 : �� 7 Page ._ of SECTION 5 TERM, TERMINATION, AND DISPUTE RESOLUTION 5.1 Term The parties acknowledge that the Federal Transit Administration requires a NewStarts project term to be at least 30 years after project construction completion. The parties further anticipate at lease a five (5) year build -out of the project. Grapevine agrees that it will not unilaterally call an election to consider tlae cessation of collection of the Sales Tax referred to in Subsection 1.1.9, above, unless otherwise obligated by law. This Agreement shall be in full force and effect for an initial term of thirty-five (35) years, unless otherwise earlier terminated as provided for herein. Thereafter, the term of this Agreement will be automatically renewed for two (2) successive terms of fifteen (15) years each (each, a "Renewal Tem"), unless either party gives written notice of its election to terrinnate this Agreement no ,less than one hundred eighty (ISO) days prior to the expiration of the Initial Terni, or current Renewal Tenn, as the case may be. Any reference to "Terni" as used in this Agreement shall include the Initial Terra and the Renewal Terms. 5.2 Termination. 5.2.1 Except as otherwise provided for herein, this Agreement may be terminated only upon the joint decision of the parties and as evidenced by a written instrument executed in like manner as this Agreement. 5.2.2 -Upon termination of this Agreement as provided above, any unexpended Grapevine Funds applicable to the Project shall be returned to Grapevine in the same proportion as the Grapevine Funds bear to the overall funding of the Project up to that point, less Grapevine's proportionate share of costs related to such termination. 5.3. Dispute Resolution. The parties hereby agree to make a good faith effort to resolve disputes arising under this Agreement through informal discussions between the parties, in the event that a dispute cannot be resolved through informal discussions, prior to initiating art alternative remedy either party must submit a written complaint to the irjdividual set forth in this Agreement for purposes of notice that sets forth v�ith specificity the basis of the complaint and a proposed resolution to the dispute. The party receiving the complaint shall. respond in writing to such written complaint within thirty .(30) calendar days, by accepting the proposed resolution, rejecting the proposed resolution or by proposing an alternative resolution to the dispute. Within twenty (20) calendar days of receipt of the party's written response, if such response is a rejection or a counter -proposal; the other 12 1 9�IT 20 TO 7x63 Saye JY — of party must either accept the counter -proposal or request that the dispute be reconsidered and mediated by an independent thud party that is mutually agreed upon by the parties. If the dispute is mediated, both parties shall participate in good faith and attempt to resolve the dispute to their mutual satisfaction. Each party shall be responsible for its own costs incurred in connection with such mediation, but shall also be responsible for one-half of all of the out-of-pocket costs of and incurred by such independent third party in connection with such mediation. In the event that the dispute is unable to be resolved through mediation, both parties shall have full legal remedies allowed by law-. Failure by either party to raise a dispute through this process shall not constitute waiver or acceptance of an alleged violation of this Agreement. The provisions of this section are strictly limited in scope to sewing as a prerequisite to the enforcement of remedies under this Agreement. SEC'T'ION 6 MISCELLANEOUS PROVISIONS 6.1 Representatives. The T's President, or his or her designee(s), shall be. the principal representative of The T in all matters relating to this Agreement. Grapevine's City Manager, or his or her designee(s), shall be the principal representative of Grapevine in all matters relating to this Agreement. Grapevine's representative shall have access to the records pertaining to the Project. The T hereby agrees to provide periodic and timely communications to Grapevine's representative with regard to any material aspect of the Project. 6.2 Notices. Notices sent pursuant to this Agreement will be deemed to have been delivered five (5) days after having been placed in the United States mail, first class mail, prepaid; addressed as follows: To The T: Richard L. Ruddell President/Executive Director Fort Worth Transportation Authority 1600 E. Lancaster Ave. Fort W orth, Texas 76102 i3 EX�?BIT T® 7-6 With a copy to: Sylvia M. Hartless General Counsel Fort Worth Transportation Authority 1600 E. Lancaster Ave. Fort Worth, Texas 76102 To Grapevine: Office of the City Manager 200 S. Main. Street Grapevine, Texas 76051 With a copy to : Matthew Boyle Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 6.3 Force Majeure. Each party will be excused from the performance of any of its obligations hereunder, except obligations involving the payment of money to the other party, during the time when such nonperformance is caused by fire, earthquake, flood, explosion, wreck, casualty, labor strike, unavoidable accident, riot, insurrection, civil disturbance, act of public enemy, embargo, war, extreme and violent weather conditions, inability to obtain labor, materials or supplies, or any other similar cause beyond the nonperforming party's reasonable control, provided the nonperforming party gives notice to the other party within ten (10) days following the nonperfonniDg party's knowledge of such event, setting forth the facts giving rise to such nonperformance and the number of days of delay expected to be caused thereby. 6A No Third Party Rights. THE CITY OF GRAPEVINE AND THE T AGREE THAT NEITHER IS THE AGENT, SERVANT, OFFICER ANDI'OR EMPLOYEE OF THE OTHER AND, THAT NOTHING IN THIS AGREEMENT CREATES, GRANTS, OR ASSIGNS RIGHTS OR RESPONSIBILITIES TO ACT AS A JOINT VENTURER, PARTNERSHIP, OR AGENT TO THE OTHER. IN' ADDITION: GRAPEVINE AGREES TO BE RESPONSIBLE FOR _ANY LIABILITY OR DAMAGES GRAPEVINE MAY SUFFER AS A RESULT OF CLAIMS, DEMANDS, COSTS OR JUDGMENTS, INCLUDING WITHOUT LIMITATION RT ASONA.BLE ATTORNEYS' FEES, AGAINST GRAPEVINE, ARISING OUT OF ITS 14 EXHIBIT TO E05 - 7� Page PERFORMANCE OF THIS AGREEMENT, OR ARISING FROM ANY ACCIDENT, INJ13RY OR DAMAGE, WHATSOEVER, TO ANY PERSON OR PERSONS, OR TO THE PROPERTY OF ANY PERSON(S) OR CORPORATION(S) OCCURRING DURING THE PERFORMANCE OF THIS AGREEMENT AND CAUSED BY THE SOLE NEGLIGENCE OF GRAPEVINE, ITS AGENTS, SERVANTS, OFFICERS AND/OR EMPLOYEES. THE T AGREES TO BE RESPONSIBLE FOR ANY LIABILITY OR DAMAGES THAT THE T MAY SUFFER AS A RESULT OF CLAIMS, DEMANDS; COSTS OR JUDGMENTS, INCLUDING WITHOUT LIMITATION. REASONABLE .ATTORNEYS' FEES, AGAINST THE T, ARISING OUT OF ITS PERFORMANCE OF THIS AGREEMENT, OR ARISING FROM ANY ACCIDENT, INJURY OR DAMAGE, WHATSOEVER, TO ANY PERSON OR PERSONS, OR TO THE PROPERTY OF ANY PERSON(S) OR CORPORATION(S) OCCURRING DURING THE PERFORMANCE OF THIS AGREEMENT AND CAUSED BY THE SOLE NEGLIGENCE OF THE T, ITS AGENTS, SERVANTS, OFFICERS AND/OR EMPLOYEES. THE ABOVE NOTWITHSTANDING, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE PARTIES UNDER TEXAS LAW, NOR A WAIVER OF ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. Except as expressly set forth herein, the representations, warranties, terms and provisions of this Agreement are for the exclusive benefit of the parties hereto and no other person or entity will have'any right or claim against either party by reason of any of these terms and provisions or be entitled to enforce those terms and provisions against either party. 6.5 Severability. If any part, ten -n or provision of this Agreement is judicially determined to be illegal or in conflict with any applicable law, the validity of the remaining portions or provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid or illegal. 6.6 Entire Agreement. This Agreement, including any Exhibits hereto, is intended as the complete integration of all understandings between the parties. No prior" or conteinporanelou.s addition, deletion or other arnendment will have awry force or effect unless embodied in writing. No subsequent novation, renewal, addition, deletion or other amendment hereto will have any force or effect unless embodied in a written amendment or other agreement executed by the authorized representatives of the parties. 15 EXHIBIT To "�VvPage -L7 of 6.7 Ca2tions and Headings. The captions and headings set forth herein are for convenience of reference only and will not be construed so as to define or limit the terms and provisions hereof. 6.8 Assignment. All the contents of this Agreement shall inure to the benefit of and shall be binding upon the party's successors and assigns, except that no party may assign any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. 6.9 Applicable Law. This Agreement shall be.governed by and interpreted under the laws of the State of Texas. 6.10 Venue. Venue as to any dispute, claim, or litigation with regard to this Agreement shall lie in Tarrant County, Texas. 6.11 Acyrecrnent Contingency. This Agreement is contingent, and will become effective only, upon approval by both the Board of Directors of The T and the Grapevine City Council. 6.12 Grapevine Not a Member City of The T. This Agreement contemplates the provision of commuter rail service only, and no other transportation services. Grapevine hereby acknowledges that it is .not a member of The T or any other project or operations of The T. EXECUTED this 30th day of May, 2007. FORT WORTH TRANSPORTATION AUTHORITY By: _�---� (Robert L. JanieZ. hair Board of Directors 16 CITY OF GRAPEVINE, TEXAS By: William D. Tate, Mayor FORT WORTH TRANSPORTATION AUTHORITY In F By: Richa:ffd L. Ruddell President/Executive Director APPROVED AS TO FORM: By:s-r- S�via M. Hartless General Counsel Fort Worth Transportation Authority 17 . 1r• EXHIBIT -L TO Page + * 12=' CITY OF GRAPEVINE, "TEXAS Y. Bruno Rumbelow City Manager ATTEST: By: ,i a Huff, City etary APPROVED AS TO FORM: By: r ; Y City Attorney City of Grapevine, Texas APPROVED BY COU:INCIL -5/15/07 4 EXHIBIT V` Project Summary The e' to .lE Conlmniter Rail Co odor, or ile `'Cotton:oeh Line" as it is sorneti lies ,.-ailed, .runs fraln �outllavest Fort `North; ti -1 ough downto�n711,11orth to the Stockyards area a11d through liartlneast Tarrant County to Grapevine, wia�re it turns sovtll to the D -F Ir�ter�atiorzal C i.rpol� terminals. Tl1i,s corridor was studied by the Nolih Ctntral Texas Council of Govenlzlaents {"NCTCOG") in 2004 as pal -t of the Regioi Rail 111itiative. Solve of the advantages of this corridor poislted out in that study were that much of it is already publicly owned (DST), it does trot go through- Toyer. 55 (a heavily can.gested freight crossing), and the ridership projections were some of the highest in the region. It was projected that development of this corridor to begin rail service would cost abort $350 Million. A plan has been put together to fund the building and operation of this corridor. The T alld file City of Cirapevlzle, along with other fending partners, would provide lnucli of ti7P honey required. ha addition; substanwould carne from NCTCOG, $20 tial funding o million funding from Tarrmxt County, and about 45% funding from the federal govena11zn 1ent to build and operate this conluter rail line from Fort Worth to Grapevine and the Airport. The tirne frame would be from five to six years to build. idor aye similar to the Colorado Rail Car, a se The vehicles proposed for fids corrlf propelled diesel engine passenger car, similar to die DART RDCs; that is, smaller than '� bi-levels but a little larger t1�a11 the DART light rail vehicles. Initialthe service would be sisxiilar to the TYLE service le vvl, Tut future plans would call for increased service levels if additional. f�xnding sources or pat exs were ider�tzfied. Initial stations would include a far southwest parr -and --ride station; TCU; Fort Wortia Medical District; ,he cur rently existing T1 P Staiir7 . as .d Poli Worth intemaodal Transportation Center; Stockyards; Grapevine Main; and D -F -W Airport. This el �tire corridor may he built in phases, but the initial phase would include at least downtoWn Fort Worth to Grapevine. At least 40%ofthe fz�lading to build this corridor would come from the federal governl�zent's "New Starts" program. This $150 1nlll.on zeciuiles The T to follow federal fiulding guidelines and procedures. The first step 111. dais process is the underta rid rs ip Alernative Alalysis, a one-year feasibility study refining the costs and ridership. project" Ons, and determining that a conunuter �ral.l lh7e is el? $1 �lnillzar and The preferred alternative for this couldor. This study costa approxllat already rnade -Che co13-iinitm ent to ruadertake this analysis in 2006. This study was fended callxpletely from The T' s rail reserve fund and concluded that Commuter. Rail was the preferred alterraaFive for this corridor.. The newest projections alp cost estizalatc it will be approxi111ate1�J b39u nlilliazl. Th next step i1 t11P process is to conduct an en�firorn11e12ta1 study. Fort Worth Transportation Aulhorl!Y project Butt et " Sv,WERail Expansior, EXIMBIT `- aa - r`.]i GLGJL FY07 1<Y08 FYc09 ;j'10 Fk'11 RY1z FYI3 F7'14 Tota project Revenue & Contributions $ $ $ 500 $ 500 Fare revenue $ 2,356 7,068 7,068 7,068 7,068 7,068 7,068 7,068 51,832 Cot from Grapevine 5,100 5,100 51100 5,100 5,100 7,435 5,7¢0 5,140 433,135 Cont from The 240 240 908 4,988 4,988 8,636 20,000 Cont from Tarrant County 659 n 2,496 13,718 13,718 23,749 - - 54,999 Cont from 11CTCOG 659 839 839 3,177 17,459 17,4.59 30,2270,000 7 Co;zt fiaiu TX 141a1zility Fund 13,906 18,749 48;333 48",333 77,115 1.2,558 12,668 240,966 Total Operating Rev & Cont 9,194 Operating Expenses _ - 12,300 12,300 24,600 Services - SW INE rail operaLions. - _ - 50 50 100 Other operating expenses - - - 12,350 12,350 24,730 Total Operating Expenses - cast-, inc (dec) from operating activ 9,194 13,906 18,749 48,333 48,333 77,115 318 318 2152266 Non -Operating Revenues (x cap grants) 58, 801 58,801 58,801 _ 176,403 Federal New Starts Grants - 58,801 58,801 58,801 _ - 176,403 ')(`utall�on-Operatzi�g Revenues - 9,194 13,906 18,749 107,134 107,134 135,916 31.8 318 392,669 Cash available for capex Project Capital Cost -392,0112 Capex - SWINE 4,700 4,700 17,790 97,774 97,774 169,274 300 300 640 1 Capital Maintenance 300 300 392,612 Total Project Capital Cast 4,700 44,700 17,790 97,774 97,774 169,274 Beginning reserves - 4,494 13,700 14,659 24,019 33,379 21 39 - Ending Reserves $ 4,494 $ 13,700 $ 14,659 $ 24,019 $ 33,3.79 $ 21 $ 39 $ 57 $ 57 This budget was based an the Regional Rail Capital Cost Estimates _Regional Rail Alternative 1 and information The T has bather regarding funding and other budget items. This information was estimated based preliminary information available at ibe tune. The actual cost and the timing of such cost may be nnterially different than that disclosed herein. ON EXIMBIT 46D" Project schedule The fcl.lali�g soya chart depicts tl,e projected schdUl fox the Southwestto North?;ast Co=,juier Rail Pra',cc l ?a171ia1 '2006 -- ia33u2: j 2007 Alte naliVe Analysis (complete) April 2007 —April 2008 FTA Approval to pjoeeed. jMay 2008 — may 2009 Elavironmental Impact Study (under way) prelirrznary Engincering TA Approval for Full -Funning Grant Agreement Septe-,�1ber 2009 — September 24I0 Final Design. October 2010 -- December 2012 - Construction 1 Page J+1' E LBI T "E" Performance Sta.-p-dards res of this lnturlocal Agreement, the operating perfo-,mance standards for the Southwest io ?v'ci least C;L)mmuter Rail 'Project arc h -sed ozA developing a. coir xiuter rail'operation with similar characteristics t© tlae existing Ti-inity Railv�ay Express ("TPS"} opera�ions. it is arlticip ateci that tZe sLrvicz levels, span. of operation aT d frequency of serv-ce will be similar to existing TRE operatir:g levels. Masud on the Aiterr?ative A�aalysis using 2006 dollars, the following s&( -,dole is anticipated. Annual Operating Subsidy. M,000,000 + F++ E t r+-�.. H-++++++++ [ + F i + 1 ++++ � F H 1 'h+++�- -i .. -+�--#-+++ Service Fre Laerie Weekday 40 nair-iute peals S4 minute off peak Sat_S"M 120 minutes Service span 6:00 AM to 11:00 PNI 8:30 AM to 11:00 PM Th schedule is very preliridnary, is subject t:o costs and available f�aaads at the time of r_) erdti()n and ridership demands, which may change surae of the pararneters. The service Yvill have, to operate within the budget lirz l atioRs at the time: of service and also respoiid to demands of usage aiad ridership patterns. 'these constraints will be ovaluated and ilicorporated into anarual servtc�, pla�zs -for the operation.