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HomeMy WebLinkAboutItem 07 - Trinity MetroMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGER MEETING DATE: MARCH 2, 2021 SUBJECT: INTERLOCAL AGREEMENT WITH TRINITY METRO FOR POSITIVE TRAIN CONTROL REQUIRED INSURANCE COVERAGE RECOMMENDATION: City Council to consider an interlocal agreement with Trinity Metro to meet requirements for Positive Train Control related insurance coverage. FUNDING SOURCE: Funding is available in the Convention and Visitors Fund 115 in an estimated amount of $194,801.25. BACKGROUND: This Interlocal Agreement with Trinity Metro comes in response to the requirement that Grapevine Vintage Railroad (GVRR) meet Federal Positive Train Control standards (PTC). Positive Train Control is a system of functional requirements for monitoring and controlling train movements and is a type of train protection system that is required by the Federal Railroad Administration. A critical requirement of PTC is that GVRR procure and maintain $300 million per occurrence in rail liability insurance coverage. This required coverage is significantly more than the GVRR can obtain economically on a stand-alone basis. This Interlocal Agreement will allow GVRR to piggy -back off of the rail liability insurance of Trinity Metro. Trinity Metro is willing to allow GVRR to be added as a listed insured on their policy subject to being reimbursed for all of the additional expenses which accrue as a result of GVRR being added to the Trinity Metro policy. Those additional expenses are substantially less than the costs for GVRR to obtain its own independent policy. Trinity Metro's insurer requires that Trinity Metro own an insurable interest in GVRR so the Interlocal authorizes the conveyance of a 1 % interest in a GVRR locomotive as long as GVRR is included as a listed insured on Trinity Metro's policy. If, for any reason, GVRR is no longer a listed insured under Trinity Metro's policy, then the 1 % interest in the locomotive automatically reverts to GVRR. The cost required to be added to the Trinity Metro policy $69,801.25. The one-time costs associated with the ILA include $25,000 to add GVRR to the policy and a one-time $100,000 to establish a claims reserve for GVRR. If the City were to purchase our own policy, the cost would be over $700,000 per year. Staff recommends approval. AGREEMENT BETWEEN METRO AREA TRANSPORTATION SYSTEM CORPORATION AND THE CITY OF GRAPEVINE, TEXAS TO SUPPORT THE IMPLEMENTATION OF PTC FOR THE GRAPEVINE VINTAGE RAILROAD This AGREEMENT (this "Agreement"), dated as of the day of , 2021 (the "Effective Date"), is entered into by and between METRO AREA TRANSPORTATION SYSTEM CORPORATION,a local government corporation created by(but legally separate from) the Fort Worth Transportation Authority, doing business as "Trinity Metro" ("Trinity Metro") under Subchapter D, Chapter 431, Texas Transportation Code ("MATS") and the CITY OF GRAPEVINE, TEXAS, a political subdivision of the State of Texas and a home-rule municipal corporation ("Grapevine"), MATS and Grapevine being sometimes collectively referred to as the "Parties" or individually as a"Party." WHEREAS, Trinity Metro is a regional transportation authority created pursuant to Chapter 452, Texas Transportation Code, and has constructed and operates a commuter rail line known as "TEXRaiI" in an approximately 27-mile corridor between the T&P Station in Fort Worth, Texas, and Terminal B Station at the Dallas/Fort Worth International Airport; and WHEREAS, Grapevine owns and operates the Grapevine Vintage Railroad ("GVRR"), an excursion and special-event railroad that operates, in part, on track shared with TEXRaiI; and WHEREAS, as a result of TEXRail's operations, GVRR is subject to the nationally mandated positive train control ("PTC") requirements, and Meteorcomm LLC, an essential PTC vendor, requires that its customers procure and maintain $300 Million, per occurrence, in rail liability insurance coverage,which is significantly more than the GVRR can obtain on a stand-alone basis; and WHEREAS, the installation of PTC on GVRR's locomotives also enhances the safety and reliability of TEXRaiI, and thereby directly benefits Trinity Metro and justifies Trinity Metro supporting that PTC installation, and that installation cannot occur unless GVRR obtains the rail liability insurance required by Meteorcomm; and WHEREAS, MATS was formed, and is authorized, to assist and act on behalf of Trinity Metro to accomplish any governmental purpose of Trinity Metro including, without limitation, financing, constructing, owning, managing and operating, or otherwise supporting, enhancing, or advancing,regional mobility service, and to engage in activities in the furtherance of such purposes; and WHEREAS,Trinity Rail has implemented PTC on TEXRaiI and has procured and maintains $300 Million, per occurrence, in rail liability insurance coverage (that or such other amount Trinity Metro later carries being the "Required Insurance"), and the Parties intend to add GVRR as a -1- "named insured" on the Required Insurance, with all associated and additional costs and liability to be borne by Grapevine and GVRR; and WHEREAS, pursuant to Section 431.108, Texas Transportation Code, the operations of a local government corporation are governmental, not proprietary, functions; and WHEREAS, pursuant to Section 199.002, Texas Transportation Code, railroad-related activities by a municipality are declared to be public and governmental functions that are exercised for a public purpose and matters of public necessity; and WHEREAS, pursuant to the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and Section 431.105, Texas Transportation Code, Grapevine and MATS may contract with one another to accomplish a governmental purpose; and WHEREAS, at its meeting on January 25, 2021,the board of directors of Trinity Metro authorized and instructed MATS to negotiate and execute this Agreement, and this Agreement was further authorized by the Grapevine's city council at its meeting on , 2021, and by MATS' board of directors on , 2021; NOW, THEREFORE,in consideration of the covenants, conditions, and provisions set forth in this Agreement,the receipt and sufficiency of which are hereby affirmed, the Parties agree as of the Effective Date as follows: 1. Recitals are True and Correct. All matters stated above are found to be true and correct and are incorporated herein by reference as if copied in their entirety. 2. Provision of the Required Insurance. Subject to and conditioned upon the terms of this Agreement, including Grapevine's full performance of its obligations hereunder, and further subject to commercial availability, market factors, and other force majeure events (as described in Section 12.b.),MATS, either itself or through Trinity Metro,will (a) cause GVRR to be included as a "named insured" on the Required Insurance by endorsement or other reasonable means on or before the Effective Date and(b) maintain the Required Insurance for the benefit of GVRR, subject to all terms of this Agreement, including the Conveyance(as defined below). The satisfaction of any deductibles, self-insured retentions, or similar amounts under the Required Insurance for claims that arise, in whole or in part, from the acts, omissions, or other activities of GVRR or Grapevine (the "Deductible"), are the sole responsibility of Grapevine. To the extent MATS or Trinity Metro is required to satisfy the Deductible pursuant to the terms of the Required Insurance, Grapevine will promptly reimburse MATS and Trinity Metro for the Deductible. 3. No Resulting Liability or Unreimbursed Cost. MATS' and Trinity Metro's willingness and agreement to obtain and maintain the Required Insurance and to cause GVRR to be included as a"named insured" on the Required Insurance, is expressly conditioned and contingent upon MATS and Trinity Metro being neither exposed to nor incurring any resulting (a) additional liability risk, including risk from GVRR's operations or diminution of TEXRail's coverages and -2- limits, or(b) unreimbursed costs of any kind. The provisions of this section and Sections 4, 5, and 6, constitute material consideration for this Agreement. 4. Initial Fees, Expenses, and Claims Reserve. Pursuant to Section 3, the currently identified annual fees, expenses, and claims reserve to be remitted to Trinity Metro or its insurance advisor, currently Higginbotham Insurance Group, as of the Effective Date is set forth on Exhibit A_ attached hereto and made a part hereof. Prior to the annual renewal of the Required Insurance, MATS (or Trinity Metro)will notify Grapevine of adjustments to be made to the items and amounts set forth on Exhibit A and Grapevine will either (a) accept the adjustments and remit the indicated amounts to Trinity Metro or(b) decline the adjustments and amounts, in which case this Agreement will terminate.Failure of Grapevine to accept any year's adjustments and remit those amounts within ten(10)days of MATS' notification will be deemed Grapevine electing to decline those adjustments and amounts and to terminate this Agreement. The Parties acknowledge and agree that MATS and Trinity Metro will incur additional costs as a result of their support for the implementation and operation of PTC on the GVRR, such as cell modem charges, and Grapevine agrees to pay or reimburse all such third-party costs within thirty (30) days following a written request by MATS or Trinity Metro. 5. The Claims Reserve Deposit. Pursuant to Section 3,Grapevine will remit to MATS One Hundred Thousand Dollars ($100,000.00)to serve as a claims reserve for the benefit of MATS and Trinity Metro (the"Claims Reserve Deposit").MATS will deposit the Claims Reserve Deposit with its other investments to be held in TexPool,other government investment pool,or other account collateralized by government securities or FDIC-insured in compliance with the Texas Public Funds Investment Act, and neither Party(nor Trinity Metro) shall have any investment discretion over the Claims Reserve Deposit. Neither Party (nor Trinity Metro) shall have any liability for any loss sustained as a result of any investment made pursuant to the previous sentence. All income, interest, and dividends earned on the Claims Reserve Deposit shall be held until disbursed either (a) to pay any amounts owed MATS, Trinity Metro, or Higginbotham (or any successor to Higginbotham as Trinity Metro's insurance advisor) under this Agreement (including any Deductible pursuant to Section 2), but only after not less than five (5) days' prior written notice from MATS to Grapevine, or(b) to Grapevine upon termination of this Agreement and MATS' reasonable determination that there are no remaining unpaid costs or pending or threatened claims for the Claims Reserve Deposit to potentially satisfy. Within five (5) business days following a disbursement pursuant to clause (a) of the preceding sentence, Grapevine will remit to MATS the funds necessary to restore the balance of the Claims Reserve Deposit to $100,000.00. 6. INDEMNIFICATION BY GRAPEVINE. PURSUANT TO SECTION 3, GRAPEVINE COVENANTS AND AGREES, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, THAT IT WILL INDEMNIFY, DEFEND,AND HOLD HARMLESS MATS, TRINITY METRO, AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, "INDEMNIFIED PARTIES," AND INDIVIDUALLY, AN "INDEMNIFIED PARTY"), FROM ALL FINES, JUDGMENTS,AWARDS, CLAIMS, DEMANDS, LIABILITY, LOSSES, DAMAGES,AND -3- EXPENSES (INCLUDING,BUT NOT LIMITED TO,REASONABLE ATTORNEYS' FEES AND COSTS AND ALL ACTUAL LITIGATION COSTS INCURRED BY THE INDEMNIFIED PARTIES,INCLUDING WITHOUT LIMITATION COSTS OF EXPERTS AND CONSULTANTS) (COLLECTIVELY, "CLAIMS" AND INDIVIDUALLY, A "CLAIM"),ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE UNDERTAKINGS BY MATS OR TRINITY METRO UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING THOSE ACTUALLY OR ALLEGEDLY CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF INDEMNIFIED PARTIES), EXCEPT TO THE EXTENT THE CLAIM ARISES FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY. GRAPEVINE ACKNOWLEDGES THAT IT HAS REVIEWED THE REQUIRED INSURANCE PROCURED BY MATS OR TRINITY METRO UNDER THIS AGREEMENT AND HAS AND WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE SUITABILITY, FITNESS, AND ACCEPTABILITY OF THE REQUIRED INSURANCE AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY MATS OR TRINITY METRO. 7. Disclaimer. By entering into this Agreement,MATS and Trinity Metro do not agree to insure or provide insurance coverage to GVRR or Grapevine, and cannot and do not make any representations, guarantees, or warranties regarding the scope of the coverage afforded by the Required Insurance. MATS and Trinity Metro are not liable to Grapevine or GVRR in the event the insurance carrier of the Required Insurance denies, in whole or in part,coverage under the Required Insurance for a claim asserted by or against GVRR or Grapevine. 8. The Locomotive Share. Upon the Effective Date, Grapevine will convey a one- percent (1%) interest (the "Locomotive Share") in GVRR's 1953 Diesel Locomotive GVRX2199 — GP-7 (the "Locomotive") to MATS to be owned by MATS throughout the Term, which will constitute an"insurable interest"for purposes of the Required Insurance. At all times during MATS' ownership of the Locomotive Share, (a) Grapevine and GVRR will maintain full operational control of and responsibility for the Locomotive, and shall be solely responsible for the Locomotive's safe and efficient maintenance, direction, supervision, and control of movement and (b) Grapevine and GVRR will cause MATS to be included as a "named insured" on any property insurance policy Grapevine or GVRR maintains that provides coverage for or with respect to the Locomotive. The conveyance of the Locomotive Share will be accomplished by a form of Partial Locomotive Conveyance with Right of Reverter substantially identical to the form attached as Exhibit B and made a part hereof(the "Conveyance"), and will be subject to a right of reverter set forth in the Conveyance and described in Section I I.c. 9. Term. This Agreement shall be in full force and effect for a term of five (5) years, unless otherwise earlier terminated as provided for herein (the "Term"). 10. Termination. This Agreement will terminate: -4- a. upon agreement of the Parties, as evidenced by a written instrument executed by the Parties and effective as of the date stated in that instrument; b. upon sixty(60) days' prior written notice by either Party to the other Party; c. by either Party upon ten(10)days' prior written notice to the other Party if the Parties are unable to renew or retain the Required Insurance, including unilateral cancellation by the insurance carrier, or the Required Insurance expires; or d. by MATS (i) upon only such notice as MATS may reasonably provide under the applicable circumstances or (ii) immediately if no such notice can reasonably be provided upon: i. the good-faith determination by MATS or Trinity Metro that its performance under or any of the terms of this Agreement, including the provision of the Required Insurance, has caused or will cause a loss of coverage, default, disqualification, revocation, lapse, expiration, diminution, defense,reduction of limits, or other materially adverse change to or amendment of any insurance retained by MATS or Trinity Metro (including any coverages provided by Trinity Metro to third parties pursuant to any agreement); or ii. the failure of Trinity Metro's insurance limits to be fully restored immediately following a claim under the Required Insurance. 11. Effect of Termination. Upon termination of this Agreement as provided above: a. any unexpended and reimbursable amounts under Section 4 will be reimbursed to Grapevine; b. the Claims Reserve Deposit will be disbursed to Grapevine if, when, and as provided in clause (b) of the penultimate sentence of Section 5; c. as provided in the Conveyance, i. Grapevine may exercise its right of reverter regarding the Locomotive Share by filing a declaration of such with MATS; or ii. MATS may release and quitclaim the Locomotive Share to Grapevine, and the Locomotive Share and all of MATS' right,title, and interest therein shall automatically revert to and be held by Grapevine without the need for acceptance or acknowledgement of any kind by Grapevine. d. the Parties will be released from the terms of this Agreement, except for the provisions of Sections 3, 5, and 6 that will survive termination. -5- 12. Miscellaneous Provisions. a. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (i) on the date of delivery, if delivered personally to the Party to whom notice is given, or(ii) on receipt, if mailed to the party to whom notice is to be given by overnight courier or first class mail, registered or certified, return receipt requested, postage prepaid and properly addressed as follows: To MATS: Metro Area Transportation System Corporation c/o Trinity Metro 801 Cherry Street Suite 850 Fort Worth, TX 76102-6803 Attn: President To Grapevine: City of Grapevine Office of the City Manager 200 S. Main Street Grapevine, Texas 76051 With copy to: Matthew Boyle Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 b. 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 inability to obtain the Required Insurance 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 nonperforming Party's knowledge of such event, setting forth the facts giving rise to such nonperformance. c. No Third Party Rights. NEITHER MATS, GRAPEVINE, NOR TRINITY METRO IS THE AGENT, SERVANT, OFFICER,AND/OR EMPLOYEE OF ANY OTHER AND, NOTHING IN THIS AGREEMENT CREATES, GRANTS, OR ASSIGNS RIGHTS OR RESPONSIBILITIES TO ACT AS A JOINT VENTURER, PARTNERSHIP, OR AGENT TO ANOTHER OR CREATES A JOINT ENTERPRISE. The representations, warranties, terms, and provisions of this Agreement are for the exclusive benefit of the Parties (and, when indicated, Trinity Metro) and no other person or entity will have any right or claim against either Party -6- by reason of any of these terms and provisions or be entitled to enforce those terms and provisions against either Party. d. Severability.If any part,term,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. e. Entire Agreement. This Agreement, including any Exhibits hereto, is intended as the complete integration of all understandings between the Parties. No prior or contemporaneous addition, deletion, or other amendment will have any 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. f. Captions 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. g. Assi nom.All the contents of this Agreement shall inure to the benefit of and shall be binding upon the Parties' successors and assigns, except that neither 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. h. Applicable Law.This Agreement shall be governed by and interpreted under the laws of the State of Texas. i. Venue. Venue as to any dispute, claim, or litigation with regard to this Agreement shall lie in Tarrant County, Texas. j. Limited Waiver of Immunity by Grapevine. Grapevine acknowledges and agrees that this Agreement states the essential terms for the provision of goods and services and is subject to Subchapter I of Chapter 271, Texas Local Government Code, as amended. Notwithstanding anything to the contrary herein, Grapevine and MATS hereby acknowledge and agree that Grapevine's immunity from suit is waived only as set forth in Subchapter I of Chapter 271, Texas Local Government Code. Should a court of competent jurisdiction determine Grapevine's immunity from suit is waived in any manner other than as provided in Subchapter I of Chapter 271, Texas Local Government Code, as amended,the Parties hereby acknowledge and agree that in a suit against Grapevine for breach of this Agreement: -7- i. the total amount of money awarded is limited to actual damages in an amount not to exceed the balance due and owed by Grapevine under this Agreement; ii. the recovery of damages against Grapevine may not include consequential damages or exemplary damages; iii. the Parties may not recover attorneys' fees; and iv. the Parties are not entitled to specific performance or injunctive relief against Grapevine (but the Parties may utilize mandamus). k. Federal Assistance Contract Provisions. The Parties have concluded that because this Agreement does not constitute a"Third Party Contract"under the Federal Transit Administration's Master Agreement or Circulars, the several provisions required to be inserted in federally funded or assisted contracts are not required in or germane to this Agreement. If the Parties or the Federal Transit Administration determines at any time or for any reasons that the conclusion expressed in the preceding sentence is inaccurate, the required provisions will be deemed included by reference and, additionally, the Parties will promptly amend this Agreement accordingly. In witness whereof, the undersigned Parties have executed this Agreement effective the Effective Date. City of Grapevine By: Bruno Rumbelow, City Manager Attest: By: Tara Brooks City Secretary Approved as to Form: By: City Attorney -8- Metro Area Transportation System Corporation By: Wayne Gensler, President and Treasurer -2- EXHIBIT A TRINITY T METRO"" Grapevine Vintage Railroad 2021 Rail Liability Renewal Fees and Expenses $300,000,000 Rail Liability Coverage 1. Railroad Liability Premium - Grapevine Vintage Railroad $65,000.00 2. Wholesale Broker Fee $1,600.00 3. Surplus Lines Tax $3,152.50 4. Stamping Fee $48.75 Cost increase for Trinity Metro Policy $69,801.25 Cost items 1-4 to be reimbursed to Trinity Metro 5. Higginbotham Risk Management Fee $15,000.00 6. Railway Claim Services TPA Fee $10,000.00 Cost items 5& 6 to be reimbursed by GVRR to Higginbotham $25,000.00 7. Legal Fees Frank Stevenson, Locke Lord To Be Determined 8. Establishment of Claims Reserve for GVRR $100,000.00 With Trinity Metro available to draw again for fees, cost,to support Rail Liability Funds to be deposited with Trinity Metro Exhibit A - Page 1 of 1 EXHIBIT B PARTIAL LOCOMOTIVE CONVEYANCE WITH RIGHT OF REVERTER STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, the Grapevine Vintage Railroad, a , hereinafter called "GVRR" and the Metro Area Transportation System Corporation, a local government corporation created by the Fort Worth Transportation Authority, doing business as "Trinity Metro" ("Trinity Metro") under Subchapter D,Chapter 431,Texas Transportation Code("MATS")wish to cooperate in the purchase of rail liability insurance to the mutual benefit of GVRR, MATS, and Trinity Metro; and WHEREAS, GVRR operates railroad service on a portion of the Southwest to Northeast Corridor (also referred to as "the Corridor") from Grapevine to downtown Fort Worth utilized by Trinity Metro; and WHEREAS,the City of Grapevine and MATS have executed the Agreement Between Metro Area Transportation System Corporation and the City of Grapevine, Texas to Support the Implementation of PTC for the Grapevine Vintage Railroad (the "MATS/Grapevine Interlocal Agreement") of even date herewith relative to the purchase of a$300 million rail liability insurance (the"Policy"), and the terms of the MATS/Grapevine Interlocal Agreement are incorporated herein by reference; and WHEREAS, GVRR wishes to convey a 1% interest (the "Locomotive Share") in its 1953 Diesel Locomotive GVRX2199—GP-7 (the "Locomotive") to MATS commensurate with the term of the MATS/Grapevine Interlocal Agreement and the corresponding term of the Policy, subject to a reverter as provided for herein; and WHEREAS, it is the intent of GVRR and MATS that the Locomotive Share constitute an insurable interest in the Locomotive and GVRR in satisfaction of any requirements of the Policy; and Exhibit B - Page 1 of 4 WHEREAS, GVRR and MATS are both authorized to execute this Partial Locomotive Conveyance with Right of Reverter (this "Conveyance") and the persons executing below are authorized to sign this Conveyance on behalf of their applicable entities and such signature shall bind each entity accordingly; and WHEREAS, this conveyance is in the best interests of GVRR and MATS and serves the public good. NOW THEREFORE be it agreed by and between GVRR and MATS as follows: 1. All matters stated above are found to be true and correct and are incorporated herein by reference. 2. Simultaneous with the issuance of the Policy, GVRR for and in consideration of the sum of Ten and NO/100 Dollars ($10.00) and other good and valuable consideration to GVRR in hand paid by MATS, the receipt and sufficiency of which are hereby acknowledged, does GRANT, SELL, and CONVEY unto MATS the Locomotive Share subject to the reverter provided below. 3. At all times GVRR shall maintain full operational control of and responsibility for the Locomotive. 4. GVRR does further reserve for itself, its successors, and assigns a right of reverter in the Locomotive Share subject to the following conditions: (i) if GVRR and MATS are unable to effectuate the purchase of the Policy, (ii) if the Policy expires, or(iii) as otherwise provided the MATS/Grapevine Interlocal Agreement,then either (a) GVRR may exercise its right of reverter by filing a declaration of such with MATS as provided below or (b) MATS may release and convey the Locomotive Share to GVRR, and the Locomotive Interest and all of MATS' rights, title, and interest therein shall automatically revert to and be held by GVRR. 5. Any notice required to be given under this Conveyance shall be deemed to have been Exhibit B - Page 2 of 4 adequately given if deposited in the United States mail in an envelope with sufficient postage and properly addressed to the other city as follows: IF TO GVRR: Grapevine Vintage Railroad c/o City of Grapevine P.O. Box 95104 Grapevine, Texas 76099 Attention: City Manager IF TO MATS: Metro Area Transportation System Corporation c/o Trinity Metro 801 Cherry Street, Suite 850 Fort Worth, TX 76102 Attention: President A change of address may be made by either party upon the giving of prior written notice. 6. Miscellaneous. a. This Conveyance may not be assigned by either party without the written consent of the other party. b. This Conveyance and the MATS/Grapevine Interlocal Agreement contain the entire agreement of the parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by the mutual written agreement of the parties hereto. C. This Conveyance shall be construed in accordance with the laws of the State of Texas and shall be performable in Tarrant County, Texas. d. This Conveyance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. e. The parties agree this Conveyance has been drafted jointly by the parties and their legal representatives. Exhibit B - Page 3 of 4 f. Notwithstanding anything in this Conveyance, nothing herein waives any right of immunity available to GVRR or MATS under applicable law. EXECUTED as of the day of , 202_. GRAPEVINE VINTAGE RAILROAD By: Bruno Rumbelow, City Manager Attest: By: Tara Brooks, City Secretary Approved as to Form: By: City Attorney METRO AREA TRANSPORTATION SYSTEM CORPORATION By: Wayne Gensler, President Exhibit B - Page 4 of 4