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R-87-949 - 2/5/1987FILED ka ZS 2 32 PM la INTERGOVERNMENTAL AGREEMENT TO ACQUIRE THE ABANDONED MKT RIGHT —OF —WAY cR.0 TV. TEXAS The Cities of Austin, Pflugerville, Georgetown and Round Rock, Texas (herein referenced to collectively as the "Cities "), the Counties of Travis and Williamson, Texas, (herein referred to collectively as the "Counties ") and the Capital Metropolitan Transportation Authority ( "Capital Metro "), as parties to this agreement (herein collectively referred to as "Participants ") recite, agree, stipulate and act as follows: SECTION I. PARTIES 1.1 Cities The Cities are municipal corporations and political subdivisions of the State of Texas organized and existing under and pursuant to the Texas Constitution, the general laws of the State of Texas, and their respective Charters. 1.2 Counties Travis and Williamson Counties are political subdivisions of the state and are organized and operating pursuant to the general laws of the State of Texas. 1.3 Capital Metro Capital Metro is a metropolitan transit authority created and organized pursuant to Article 1118x, Texas Revised Civil Statutes Annotated, a political subdivision of the State of Texas, and a body corporate and politic. -1- SECTION II. PURPOSE 2.1 Acquisition of Right -of -Way The Missouri - Kansas Texas Railroad Company, the owner of certain abandoned railroad right -of -way, has indicated a willingness to negotiate the sale of twenty -six (26) miles of abandoned Missouri- Kansas - Texas railroad right -of -way (hereafter "MKT right -of -way ") totaling approximately 365 acres, and extending from Georgetown to Austin, as shown on the map attached to this Agreement. The Cities, Counties and Capital Metro as parties to this agreement are desirous of acquiring the MKT right -of -way and for that purpose agree to combine their resources and finances for negotiation of the joint purchase of the MKT right -of -way, for necessary appraisal services, and for representation in identifying and securing federal funds for the purchase in accordance with the terms and conditions herein described. 2.2 Use A minimum width of fifty (50) feet within the MKT right -of- way shall be dedicated and used for "Mass Transit" purposes as that term is defined in Article 1118x, V.T.C.S. SECTION III. CONTRACT FOR PURCHASE 3.1 Agent The Participants have jointly selected and will retain Jack Martin of the Sendero Capital Corporation, 13915 Burnet Road, Suite 202, Austin, Texas, to serve as their agent in negotiating with the Missouri - Kansas -Texas Railroad Company -2- for acquisition of the MKT right -of -way. The agent will serve at the pleasure of the Participants in accordance with the terms and conditions of a separate letter of agreement which is attached hereto and incorporated herein by reference as Attachment I. 3.2 Coordination Subcommittees may be appointed by the Participants to make recommendations on various issues as they develop during the acquisition process including contract and matters affecting the appraisal reviews. Subcommittees shall submit their reports to the Participants for consideration and final action or agreement. Participants agree to utilize their respective staff personnel whenever possible to minimize administrative expenses. The Participants will diligently seek to resolve issues by unanimous consensus and in the best interest of all of the Participants. SECTION IV. FINANCING 4.1 In accordance with Section 8.3 herein, and subject to the subsequent actions of their respective governing bodies, the Cities and Counties intend to contribute, toward the acquisition of the MKT right -of -way, their proportionate local share, less any amount paid by Capital Metro, of the negotiated purchase price. After subtracting from the negotiated purchase price the federal dollars to be applied toward the acquisition as provided in 4.3 below, the proportionate local share of each shall be that percentage -3- which represents the ratio of the appraised value of the property within the legal boundaries of each Participant to the total appraised value of the entire line. The appraised value to be determined by an appraisal or appraisal review adopted by Participants as the official appraisal report. 4.2 The Participants will combine resources in a coordinated effort to obtain Urban Mass Transportation Administration (UMTA) funds and any other federal funding available from other sources for the purchase of the MKT right -of -way. The Participants have jointly selected and will retain, by separate contract, the services of Michael Keeling of the law office of David P. Stang, P.C., 1629 K. Street, N.W., Suite 601, Washington, D.C., 20006, to serve as their collective representative in identifying and securing federal funds. Mr. Keeling's services will include the development of any necessary legislative action or federal regulatory compliance associated with the purchase of abandoned railroad property. The Keeling Contract, is attached hereto as Attachment II, and incorporated herein by reference. 4.3 Participants receiving federal grant awards for acquisition of the MKT right -of -way, whether received directly or channeled through any other governmental entity, shall apply the total amount of the federal grant dollars received for such purpose to the negotiated purchase price. The remaining portion of the negotiated purchase price shall reflect the local share to be paid by the Participants in accordance with Section 4.1 above. -4-- 4.4 The Participants providing local funding for the MKT right- of-way acquisition shall jointly hold fee simple title and shall share an undivided ownership interest in the property. Said undivided interest will be in proportion to the percentage of local funding contributed by each Participant for the purchase of the MKT right -of -way. 4.5 Subject to 8.2 below, nothing herein shall prohibit any Participant from entering into a separate agreement for contribution toward the acquisition of the MKT right -of -way so long as the separate agreement results in a contribution of local funds sufficient to meet the local funding obligation attributed to the Participant pursuant to 4.1 above. SECTION V. INCIDENTAL EXPENSE 5.1 The Participants recognize that there will be incidental expenses associated with the acquisition of the MKT right- of-way which include the cost of service for the contract negotiator and UMTA representative and appraisal. Participant liability for the incidental expenses is contingent upon the Participant or its authorized representative having given prior written approval to the agreement of transaction creating the liability. Approved incidental expenses shall be borne by the Participants in accordance with the following formula: -5- Capital Metro 1/5 City of Austin 1/5 Williamson County 1/5 Travis County 1/5 Round Rock, Pflugerville & Georgetown collectively in equal proportions 1/5 Any unapproved incidental expenditures shall be borne by the party or parties incurring them. Total incidental expenses shall not exceed $110,000. In the event that Pflugerville does not participate in this agreement, Capital Metro and Travis County agree to equally share the portion of incidental expenses which would have been borne by Pflugerville as reflected by this Section 5.1. 5.2 The Participants recognize that the negotiations and acquisition process will require the immediate availability of funds for payment of the incidental expenses associated with the acquisition process. A. Initially, the City of Austin, Travis County and Williamson County will split the costs of the incidental expenses as payment of the obligations become due and shall, at their convenience, present an itemized request for reimbursement to the remaining Participants. B. Reimbursement for incidental expenses shall be made within a reasonable time not to exceed sixty (60) days from receipt of request for reimbursement. -6-- SECTION VI. MAINTENANCE 6.1 The Cities and Counties will be responsible for maintenance of the MKT right -of -way situated within their respective boundaries unless otherwise provided by separate agreement with a third party or until such time that Capital Metro undertakes the location of Mass Transit or other use on the portion of the MKT right -of -way within its service area. Maintenance shall include but not be limited to such activities as right -of -way crossings, weeding, mowing, and upkeep. 6.2 The responsibility for defending any lawsuits or claims for injury or damage affecting any portion or portions of the MKT right -of -way shall be borne by the respective City or County where the property, which is the subject of such lawsuit or claim, is situated unless such claim or lawsuit is directly or indirectly caused by the actions or inaction of Capital Metro's use of the MKT right -of -way. Claims or suits resulting from the action or inaction of Capital Metro shall be the responsibility of Capital Metro. SECTION VII. CAPITAL METRO 7.1 Capital Metro's participation in this agreement is for the purpose of securing a dedicated transit corridor along the right -of -way. The availability of federal dollars may require substantial local matching dollars for the acquisition. Use of the right -of -way for Mass Transit will -7- require substantial local dollars. Capital Metro's financial ability to participate in this acquisition and subsequent use of the right -of -way for Mass Transit is dependent on the continuation of its existing level of local funding. 7.2 Subject to 7.1 above, Capital Metro shall contribute, toward the purchase of the MKT right -of -way, a sum of money equal to fifty percent of the local share of the final negotiated purchase price that is charged to and due from the Participant cities within the Capital Metro service area (i.e. Austin and Pflugerville) as determined pursuant to 4.1 above. Travis County's local share of the final negotiated purchase price as determined pursuant to Section 4.1 above shall be further divided to determine the portion of such share to which Capital Metro will contribute. Such portion will be derived by determining the ratio of the appraised value of the MKT right -of -way within the legal boundaries of both Capital Metro and Travis County to the total appraised value of the MKT right -of -way within the legal boundaries of Travis County as that appraised value is determined for the purposes set forth in 4.1 above. Such ratio will then be applied to the local share of the final negotiated purchase price charged to and due from Travis County to reflect that portion of Travis County's local share of the final negotiated purchase price within Capital Metro's service area. Capital Metro will contribute a sum of money equal to 50% of such portion as determined in this manner. -8- 7.3 Capital Metro, by entering into this Agreement, reaffirms its priorities for commitment of existing and new federal funding for acquisition of right -of -way for Mass Transit purposes, including the MKT right -of -way. As the designated recipient of UMTA funds for this region, should Capital Metro receive any federal funds for the acquisition of the MKT right -of -way on behalf of any Participant to this Agreement, Capital Metro shall contribute those federal monies to the acquisition on behalf of all Participants as set forth in 4.3 above. 7.4 The Participants will abide by any special conditions or requirements imposed by the federal government as a result the use of federal grant dollars in the acquisition of any portion of the MKT right -of -way. 7.5 If the right -of -way is not used for Mass Transit purposes and as a consequence federal funds must be repaid, each party agrees to contribute to such repayment of federal funds in the same proportion as those federal funds were applied to reduce each party's contribution to the acquisition of the right -of -way. If local funds of Capital Metro are used in the acquisition of the right -of -way within its service area and such right -of -way is not used for Mass Transit purposes but is used for non -Mass Transit purposes, each party whose acquisition share was reduced by the contribution of local dollars from Capital Metro agrees to reimburse Capital Metro the amount of local dollars by which each party's share of the acquisition price was reduced as a result of such local dollar contribution by Capital Metro. -9- 7.6 The design for any proposed use of the right -of -way must be compatible with its use for Mass Transit purposes. Such compatibility determination will be made by Capital Metro in consultation with the other parties to this agreement. 7.7 Article 1118x authorizes Capital Metro to contract to provide Mass Transit service outside its service area and any such service offered by Capital Metro would be pursuant to a full cost of service contract. SECTION VIII. SUBSEQUENT AGREEMENTS 8.1 As it becomes necessary in the acquisition process or upon completion of purchase, the Participants shall negotiate and enter into subsequent agreements for the management, operation or use of the MKT right -of -way. Subsequent agreements, contracts or letters of understanding shall become part of and be incorporated into this Intergovernmental Agreement. 8.2 Participants shall not enter into any subsequent agreements affecting the MKT right -of -way with any third party not a Participant under this agreement, other than for maintenance, without notice and approval of all Participants. 8.3 This agreement shall not bind any Participant directly or by implication, to any subsequent agreement. The governing body of each Participant may designate a representative to act on its behalf in negotiating subsequent agreements. -10- 8.4 This agreement shall not be binding on any Participant unless it is ratified by the governing body of each participating entity and executed by each Participant's authorized representative. SECTION IX. SEVERABILITY 9.1 No partial invalidity of this agreement shall affect the remainder. SECTION X. EFFECTIVE DATE 10.1 This agreement shall become effective when signed by all Participants. In witness whereof Participants have, in duplicate original have signed and sealed this agreement by the respective parties authorized to execute same on the dates indicated below. SIGNED: CITY OF GEORGETOWN WILLIAMSON COUNTY BY: dVW BY DATE: 9I1...- 0 7 DATE: 9y! CITY OF ROUND ROCK CAP � TRAI 9 BY: "' BY •i .AA DATE: 1"r2747 DATE: ORITY METROPOLIT TATION AU CITY OF PFLUGERVI E BY: DATE: •,a BY .i. �A DATE: 0/6 / 7 TRAVIS C - 12 - CITY OF AUSTIN BY: \ h1.1.J.Jy Ja —!1 DATE: Q- lx- APPROVED AS TO FORM: ATTORNEY (Specify which Participant's Attorneys will be approving) Mr. Jack L. Martin, President Sendero Capital Corporation Greater Texas Bank Plaza 13915 Burnet Road, Suite 202 Austin, Texas 78728 Dear Mr. Martin: The Cities of Georgetown, Round Rock and Austin, the Counties of Travis and Williamson and the Capital Metropolitan Transportation Authority ( "Participants ") by the execution of the Intergovernmental Agreement To Acquire The Abandoned MKT Right -Of -Way, do bind themselves to perform in accordance with the terms and conditions herein; i.e. you accept, agree and enter into the same by subscribing your signature. PURPOSE TERMS ATTACHMENT I The above -named Participants are desirous of negotiating and entering into a contract with the Missouri - Kansas -Texas Railroad Company ( "Company ") to purchase approximately 26 miles of abandoned railroad extending from Georgetown to Austin ( "MKT right -of- way ") and to that end wish to retain the services of Jack Martin ( "Martin ") to serve as their collective representative in negotiating said purchase contract. 1. Martin shall handle all negotiations between the Missouri- Kansas -Texas Railroad Company ( "Company ") and the Participants for the acquisitions of the MKT right -of -way. The performance of this duty is non - assignable. 2. Martin shall report to the Participants at each stage of the negotiations on no less than a weekly basis. 3. Martin shall discuss with the Participants the material conditions or proposals to be presented to the Company prior to offering same. 4. Martin shall consult with the Participants prior to submitting any final proposals to the Company. 5. Martin shall bill the Participants on an hourly basis at the rate of $150.00 per hour plus reasonable expenses. Martin's fee plus expenses shall not exceed $25,000.00. Billing is to be presented in the form of a detailed invoice each month. 6. The hourly charges and expenses shall be deducted from the maximum $25,000.00 tee, the balance of which shall be due, less the hourly charges and expenses previously paid, upon the date of closing of the MKT right -of -way. Fees for Martin's services shall be paid to the Sendero Capital Corporation. 7. The Participants may terminate this agreement upon seven (7) days written notice for cause or in the event that one of the Participants in the acquisition withdraws its agreement to participate. 8. Partial invalidity of this agreement shall not affect the remainder. 9. The term of this agreement shall commence on September 22, 1987 and extend to the timely completion of the services rendered by Jack Martin, but in no event later than one (1) year from commencement date. SIGNED: Jack L. Martin, President Sendro Capital Corporation DATE: All in the State of Texas; Between: Cities of Austin, Georgetown, and Round Rock Counties of Travis and Williamson; and the Capital Metropolitan Transportation Authority AND ATTACHMENT II SERVICE CONTRACT - UMTA REPRESENTATIVE J. Michael Keeling Attorney Law Firm of David P. Stang, P.C. 1629 K Street, N.W. Washington, D.C. 20006 I. Purpose The above -named governmental entities (the "Participants ") wish to identify and obtain federal funding to purchase 26 miles of abandoned railroad right -of -way ( "MKT "), from the Missouri- Kansas -Texas RR Company, extending from Georgetown, Texas to Austin, Texas. To assist in the identifying and obtaining of Urban Mass Transportation Authority (UMTA) or other federal funds for such purpose, the Participants retain the services of J. Michael Keeling ( "Keeling ") an attorney employed by the David P. Stang Professional Corporation, located in Washington, D.C. to serve as their UMTA representative pursuant to this contract. II. TERMS A. Keeling will submit invoices to the Participants for services rendered, plus reasonable out -of- pocket expenses not to exceed $25,000. Keeling's charges for services rendered will be calculated on a "time - worked" basis, at the rate of $140 per hour. Keeling's invoice will set forth a description of the activities performed for the Participants for the time period covered by each invoice. Keeling will submit invoices monthly. B. The Participants will pay Keeling's invoices within a reasonable time after receipt of such invoices. C. In addition to describing the services rendered in his invoices, Keeling shall consult with Participants regarding a plan of action and will keep the Participants fully informed of his activities on their behalf, either in writing, or by verbal communication with the person designated by the Participants as their contact person. D. The Participants may terminate this service contract at any time. Keeling may not take any action on behalf of the Participants subsequent to termination of this service contract. III. SCOPE OF SERVICE A. The Participants authorize Keeling to undertake all necessary activities to assist them in obtaining federal funding for the purchase of the MKT right -of -way, including, but not limited to: 1. Analyzing federal law and regulations pertaining to those federal programs which may fund all, or part, of the MKT right -of -way purchase; 2. Communicating with appropriate federal employees in furtherance of the Participants' desire to obtain federal funding; 3. Initiating the necessary steps with the appropriate parties to help the Participants obtain federal funding; and 4. Advising the Participants of action necessary to obtain federal funding. B. It is understood that included in the scope of services rendered are the following: 1. Assistance in obtaining grants of federal funds for the MKT right -of -way purchase; 2. Assistance in obtaining a "letter of no prejudice" from one or more federal agencies as to the Participants purchasing the MKT right -of -way prior to the authorization of a grant of federal funds for the purchase; and 3. If necessary, assistance in obtaining a legislative directive that certain federal funds be granted to the participants, or any member of the Participants' group, for purposes of purchasing the MKT right -of -way. IV. EFFECTIVE DATE This service contract shall become effective on September 22, 1987 and extend to the timely completion of the services rendered by Michael Keeling but in no event later than (1) year from commencement date. By: J. Michael Keeling Attorney Law Firm of David P. Stang, P.C. DATE: 4 WHEREAS, the Cities of Austin, Pflugerville, Georgetown, and Round Rock, Texas and the Counties of Travis and Williamson and the Capital Metropolitan Transportation Authority have discussed the acquisition of the Missouri - Kansas Texas Railroad right -of -way from Austin to Georgetown, and WHEREAS, Missouri - Kansas Texas Railroad has expressed a willingness to negotiate the sale of said right -of -way, and WHEREAS, Jack Martin has been suggested as the agent to negotiate with Missouri - Kansas Texas Railroad on behalf of the the above named parties, and WHEREAS, the above named parties have discussed the possibility of obtaining Urban Mass Transportation Administration (UMTA) funds for the purchase of Missouri - Kansas Texas right -of -way, and WHEREAS, Michael Keeling has been suggested as the collective representative of the above named parties to identify and secure UMTA funds, NOW THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS That the Mayor be and is hereby authorized to execute an agreement on behalf of the City of Round Rock, Texas, a copy of said agreement being attached hereto and incorporated herein for the purpose of defining the duties and responsibilities of the parties and obtaining the services of Jack Martin and Michael Keeling in the acquisition and financing of the Missouri - Kansas Texas right -of -way. RESOLVED this the j day of 1987. ATTEST: nne Land, C i y Secretary RESOLUTION NO. 97"7/q MIKE ROBINSON, Mayor City of Round Rock, Texas INTERGOVERNMENTAL AGREEMENT TO ACQUIRE THE ABANDONED MKT RIGHT -OF -WAY The Cities of Austin, Pflugerville, Georgetown and Round Rock, Texas (herein referenced to collectively as the "Cities "), the Counties of Travis and Williamson, Texas, (herein referred to collectively as the "Counties ") and the Capital Metropolitan Transportation Authority ( "Capital Metro "), as parties to this agreement (herein collectively referred to as "Participants ") recite, agree, stipulate and act as follows: SECTION I. PARTIES 1.1 Cities The Cities are municipal corporations and political subdivisions of the State of Texas organized and existing under and pursuant to the Texas Constitution, the general laws of the State of Texas, and their respective Charters. 1.2 Counties Travis and Williamson Counties are political subdivisions of the state and are organized and operating pursuant to the general laws of the State of Texas. 1.3 Capital Metro Capital Metro is a regional transit authority created and organized pursuant to Article 1118X, Texas Revised Civil Statutes Annotated, a political subdivision of the State of Texas, and a body corporate and politic. 1 SECTION II. PURPOSE 2.1 Acquisition of Right-Of-Way The Missouri - Kansas Texas Railroad Company, the owner of certain abandoned railroad right -of -way, has indicated a willingness to negotiate the sale of twenty -six (26) miles of abandoned Missouri - Kansas -Texas railroad right -of -way (hereafter "MKT right -of -way ") totaling approximately 365 acres, and extending from Georgetown to Austin. The Cities, Counties and Capital Metro as parties to this agreement are desirous of acquiring the MKT right -of -way and for that purpose agree to combine their resources and finances for the joint purchase of the MKT right -of -way in accordance with the terms and conditions herein described. 2.2 Use A minimum width of fifty (50) feet within the MKT right - of -way shall be dedicated and used for Mass Transportation purposes. SECTION III. CONTRACT FOR PURCHASE 3.1 Agent The Participants have jointly selected and will retain Jack Martin of the Sendero Capital Corporation, 13915 Burnet Road, Suite 202, Austin, Texas, to serve as their agent in negotiating with the Missouri - Kansas -Texas Railroad Company for acquisition of the MKT right -of -way. The agent will serve at the pleasure of the Participants in accordance with the terms and conditions of a separate letter of agreement 2 which is attached hereto and incorporated herein by reference as Attachment I. 3.2 Coordination Subcommittees may be appointed by the Participants to make recommendations on various issues as they develop during the acquisition process including recommendations regarding the terms of the purchase contract and matters affecting the appraisal reviews. Subcommittees shall submit their reports to the Participants for consideration and final action or agreement. Participants agree to utilize their respective staff personnel whenever possible to minimize administrative expenses. The Participants will diligently seek to resolve issues by unanimous consensus and in the best interest of all of the Participants. SECTION IV. FINANCING 4.1 The Cities and Counties agree to contribute, toward the acquisition of the MKT right -of -way, their proportionate share, less any amount paid by Capital Metro, of the negotiated purchase price. The proportionate share of each shall be that percentage which represents the ratio of the appraised value of the property within the legal boundaries of each Participant to the total appraised value of the entire line. The appraised value to be determined by an appraisal or appraisal review adopted by Participants as the official appraisal report. 3 4.2 The Participants will combine ,resources in'a coordinated effort to obtain Urban Mass Transportation Administration (UMTA) funds for the purchase of the MKT right -of -way. The Participants have jointly selected and will retain, by separate contract, the services of Michael Keeling of the law office of David P. Stang, P.C., 1629 K. Street, N.W., Suite 601, Washington, D.C., 20006, to serve as their collective representative in identifying and securing UMTA funds. Mr. Keeling's services will include the development of any necessary legislative action or federal regulatory compliance associated with the purchase of abandoned railroad property. The Keeling Contract, is attached hereto as Attachment II, and incorporated herein by reference. 4.3 Cities or Counties receiving federal grant awards for transit purposes, whether received directly or channeled through Capital Metro as their designated recipient, may utilize the transit grant funds as all or part of their proportionate share of the total purchase price. 4.4 The Cities and Counties providing funding for the MKT right - of -way acquisition shall jointly hold fee simple title and shall share an undivided ownership interest in the property. Said undivided interest will be in proportion to the percentage of funding contributed by each Participant for the purchase of the MKT right -of -way. 4.5 Nothing herein shall prohibit any City or County from entering into a separate arrangement for contribution toward 4 the acquisition of the MKT right -of -way so long as the separate agreements results in a contribution of funds sufficient to meet the funding obligation attributed to the parties. SECTION V. INCIDENTAL EXPENSE 5.1 The Participants recognize that there will be incidental expenses associated with the acquisition of the MKT right - of -way which include the cost of service for the contract negotiator and UMTA representative. Participant liability for the incidental expenses is contingent upon the Participant or its designated representative having given prior written approval to the agreement or transaction creating the liability. Approved incidental expenses shall be born by the Participants in accordance with the following formula: Capital Metro 1/5 City of Austin 1/5 Williamson County 1/5 Travis County 1/5 Round Rock /Pflugerville & Georgetown collectively 1/5 Any unapproved incidental expenditures shall be born by the party or parties incurring them. 5.2 The Participants recognize that the negotiations and acquisition process will require the immediate availability 5 of funds.for payment of the incidental expenses associated with the acquisition process. A. Initially, the City of Austin, Travis County and Williamson County will split the cost of the incidental expenses as payment of the obligations become due and shall, at their convenience, present an itemized request for reimbursement to the remaining Participants. B. Reimbursements for incidental expenses shall be made within a reasonable time not to exceed sixty (60) days from receipt of request for reimbursement. SECTION VI. MAINTENANCE 6.1 The Cities and Counties will be responsible for maintenance of the MKT right -of -way situated within their respective boundaries unless otherwise provided by separate agreement with a third party or until such time that Capital Metro undertakes the location of mass transportation or other use on the portion of the MKT right -of -way within its service area. Maintenance shall include but not be limited to such activities as right -of -way crossings, weeding, mowing, upkeep. 6.2 The responsibility for defending any lawsuits or claims for injury or damage affecting any portion or portions of the MKT right -of -way shall be born by the respective City or County where the property, which is the subject of such lawsuit or claim, is situated unless such claim or lawsuit 6 is directly or indirectly caused by the actions or inaction of Capital Metro's use of the MKT right -of -way. Claims or suits resulting from the action or inaction of Capital Metro shall be the responsibility of Capital Metro. SECTION VII. CAPITAL METRO 7.1 Capital Metro shall contribute, toward the purchase of the MKT right -of -way, a sum of money equal to fifty percent of that portion of the final negotiated purchase price that is changed to and due from the cities and county within the Capital Metro service area, which contribution shall entitle Capital Metro to hold an ownership interest in the fee simple title jointly with the other Participants in proportion to Capitol Metro's contribution or a lesser interest at Capital Metro's option. 7.2 Capital Metro, by entering into this Agreement, acknowledges its commitment to the acquisition efforts and as evidence of said commitment declares that the MKT right -of -way has been given a high priority among the Capital Metro projects targeted for federal funding. As the designated recipient of UMTA funds for this region, should Capital Metro receive any federal funds for the acquisition of the MKT right -of- way on behalf of any City or County that is outside of the Capital Metro service, Capital Metro shall contribute those federal monies to the acquisition on behalf of the respective Cities or Counties. 7 7 3 The Participants will abide by any special' conditions or requirements imposed by the federal government as a result of Capital Metro's participation in the acquisition through the use of mass transit funds for the acquisition of any portion of the MKT right -of -way. SECTION VIII. SUBSEQUENT AGREEMENTS 8.1 As it becomes necessary in the acquisition process or upon completion of purchase, the Participants shall negotiate and enter into subsequent agreements for the management, operation or use of the MKT right -of -way. Subsequent agreements, contracts or letters of understanding shall become part of and be incorporated into this Intergovernmental Agreement. 8.2 Participants shall not enter into any subsequent agreements effecting the MKT right -of -way with any third party not a Participant under this agreement, other than for maintenance, without notice and approval of all Participants. 8.3 This agreement shall not bind any Participant directly or by implication, to any subsequent agreement. The governing body of each Participant may designate a representative to act on its behalf in negotiating subsequent agreements. 8.4 This agreement shall not be binding on any Participant unless it is signed by all Participants. 8 SECTION IX. SEVERABILITY 9.1 No partial invalidity of this agreement shall affect the remainder. SECTION X. EFFECT DATE 10.1 This agreement shall become effective when signed by all Participants. In witness whereof Participants have, in duplicate original have signed an sealed this agreement by the respective parties authorized to execute same on the dates indicated below. SIGNED: CITY OF GEORGETOWN WILLIAMSON COUNTY BY: BY: DATE: DATE: CITY OF ROUND ROCK CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BY: BY: DATE: DATE: CITY OF PFLUGERVILLE CITY OF AUSTIN BY: BY: DATE: DATE: TRAVIS COUNTY APPROVED AS TO FORM: BY: BY: DATE: 9 ATTORNEY MKT.Agt January 13, 1987 Mr. Jack L. Martin, President Sendero Capital Corporation Greater Texas Bank Plaza 13915 Burnet Road, Suite 202 Austin, Texas 78728 ATTACHMENT I Dear Mr. Martin: The Cities of Georgetown, Round Rock, Pflugerville and Austin, the Counties of Travis and Williamson and the Capital Metropolitan Transportation Authority ( "Participants ") by the signature of the designated representative to this letter of agreement, do bind themselves to perform in accordance with the terms and conditions herein, i.e. you accept, agree and enter into the same by subscribing your signature and dating this letter prepared in duplicate originals. The date of your signature should serve as the commencement date. Purpose The above -named Participants are desirous of negotiating and entering into a contract with the Missouri - Kansas -Texas Railroad Company ( "Company ") to purchase approximately 26 miles of abandoned railroad extending from Georgetown to Austin ( "MKT right -of- way ") and to that end wish to retain the services of Jack Martin ( "Martin ") to serve as their collective representative in negotiating said purchase contract. Terms 1. Martin shall handle all negotiations between the Missouri - Kansas -Texas Railroad Company ( "Company ") and the Participants for the acquisitions of the MKT right -of -way. The performance of this duty is non - assignable. 2. Martin shall report to the Participants at each stage of the negotiations on no less than a weekly basis. 3. Martin shall discuss with the Participants the material conditions or proposals to be presented to the Company prior to offering same. Mr. Jack L. Martin,'President Sendero*Capital Corporation January 13, 1987 Page 2 4. Martin shall consult with the Participants prior to submitting any final proposals to the Company. 5. Martin shall bill the Participants on an hourly basis, at the rate of $150.00 per hour plus reasonable expenses. Martin's fee plus expenses shall not exceed $25,000.00. Billing is to be presented in the form of a detailed invoice each month. 6. The hourly charges and expenses shall be deducted from the maximum $25,000.00 fee, the balance of which shall be due, less the hourly charges and expenses previously paid, upon the date of closing of the MKT right -of -way. Fees for Martin's services shall be paid to the Sendero Capital Corporation. 7. The Participants may terminate this agreement upon seven (7) days written notice for cause or in the event that one of the Participants in the acquisition withdraws its agreement to participate. 8. Partial invalidity of this agreement shall not affect the remainder. 9. The term of this agreement shall commence on the day of , 1987, and extend to the timely completion of the services rendered by Jack Martin, but in no event later than one (1) year from commencement date. SIGNED: JACK L. MARTIN, President CITY OF GEORGETOWN: SENDER() CAPITAL CORPORATION By: Date: Date: CITY OF ROUND ROCK: By: Date: JACK L. MARTIN, Individually Date: Mr. Jack L. Martin, President Sendero Capital Corporation January 13, 1987 Page 3 CITY OF PFLUGERVILLE: By: Date: CITY OF AUSTIN: By: Date: TRAVIS COUNTY: By: Date: WILLIAMSON COUNTY: By: Date: CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY: By: Date: JM:BJL /er Martin LAND1 ATTACHMENT II SERVICE CONTRACT - UMTA REPRESENTATIVE Between: Cities of Austin, Georgetown, Pflugerville, and Round Rock Counties of Travis and Williamson; and The Capital Metropolitan Transportation Authority All in the State of Texas; AND J. Michael Keeling Attorney Law Firm of David P. Stang, P.C. 1629 K Street, N.W. Washington, D.C. 20006 I. Purpose The above -named governmental entities (the "Participants ") wish to identify and obtain federal funding to purchase 26 miles of abandoned railroad right -of -way ( "MKT "), from the Missouri- Kansas- Texas RR Company, expending from Georgetown to Austin, Texas. To assist in the identifying and obtaining of Urban Mass Transportation (UMTA) funds for such purpose, the Participants retain the services of J. Michael Keeling ( "Keeling ") an attorney employed by the David P. Stang Professional Corporation, located in Washington, D.C. to serve as their UMTA representative pursuant to this contract. II. Terms A. Keeling will submit invoices to the Participants for services rendered, plus reasonable out -of- pocket expenses not to exceed $25,000.00. Keeling's charges for services rendered will be calculated on a "time- worked" basis, at the rate of $140 per hour. Keeling's invoice will set forth a brief description of the activi- ties performed for the Participants for the time period covered by each invoice. Keeling will submit invoices monthly. B. The Participants will pay Keeling's invoices within a reasonable time after receipt of such invoices. } C. In addition to describing the services rendered in his invoices, Keeling will keep the Participants fully informed of his activities on their behalf, either in writing, or by verbal com- munication with the person designated by the Participants as their contact person. D. The Participants may terminate this service contract at any time. Keeling may not take any action on behalf of the Par- ticipants subsequent to termination of this service contract. III. Scope of Services A. The Participants authorizes Keeling to undertake all necessary activities to assist them in obtaining federal funding for the purchase of the MKT right -of -way, including, but not limited to 1. Analyzing federal law and regulations pertain- ing to those federal programs which may fund all, or part, of the MKT right -of -way purchase; 2. Communicating with appropriate federal em- ployees in furtherance of the Participants' desire to obtain federal funding; 3. Initiating the necessary steps with the appro- priate parties to help the Participants obtain federal funding; and 4. Advising the Participants of action necessary to obtain federal funding. S. It is understood that included in the scope of services rendered are the following: 1. Assistance in obtaining a grant of federal funds for the MKT right -of -way purchase; 2. Assistance in obtaining a "letter of no preju- dice" from a federal agency as to the Partici- pants purchasing the MKT right -of -way prior to the authorization of a grant of federal funds for the purchase; and 3. If necessary, assistance in obtaining a legis- lative directive that certain federal funds be granted to the Participants, or any member of the Participants' group, for purposes of purchasing the MKT right -of -way. -2- } IV. Effective Date This service contract shall become effective when Keeling and all of the Participants or their designated representatives agree to it and sign it. AGREED, on the the day of , 198_ UMTA - REPRESENTATIVE PARTICIPANTS B WILLIAMSON COUNTY J. Michael Keeling Attorney Law Firm of David P. Stang, P.C. By: -3- Title: TRAVIS COUNTY By: Title: PFLUGERVILLE By: Title: ROUND ROCK By: Title: UMTA /Contract /BJ BJ:jba -4- GEORGETOWN By: Title: AUSTIN By: Title: CAPITAL METRO By: Title: DATE: February 3, 1987 SUBJECT: Council Agenda, February 5, 1987 ITEM: 3B - Consider a resolution authorizing the Mayor to enter into an intergovernmental agreement for the purchase of MKT right -of -way. Attached is the proposed intergovernmental agreement which provides for the joint acquisition of the abandoned MKT right-of-way from Georgetown to Austin. The intergovernmental agreement will assure involvement of the City of Round Rock in all decisions regarding the acquisition and development of the abandoned MKT right-of-way. Acquisition cost will be paid on a proportionate share basis with each share being the percentage of the total appraised value of the property, within the legal boundaries of each participant. The estimated percentage value within fund Rock's jurisdiction is less than one percent of the total. A copy of the proposed draft agreement is attached.