Board of Directors Meeting Monday October 30, :30 p.m.

Board of Directors Meeting Monday October 30, 2017 3:30 p.m. Intermodal Transportation Center (ITC) 1001 Jones Street, 2nd Floor Community Room Fort Worth, TX 76102

BOARD OF DIRECTORS MEETING AGENDA 3:30 p.m., Monday, October 30, 2017 Intermodal Transportation Center (ITC) 1001 Jones Street, 2 nd Floor Community Room Fort Worth, Texas 76102 A. Call to Order B. Pledge of Allegiance C. Citizen Comments D. Administer Oath of Office Detra Whitmore E. Welcome New Board Members Scott Mahaffey F. Report of Nominating Committee Tito Rodriguez G. Election of Officers - Albon Head H. Committee Reports Fort Worth Bike Sharing Board Meeting October 10, 2017 Neftali Ortiz Regional Transportation Council (RTC) October 12, 2017- Nick Genua Commuter Rail Committee Working Session October 23, 2017 - Dennis Dunkins Planning/Operations/Marketing Committee Working Session October 23, 2017 Neftali Ortiz Finance & Audit Committee Working Session October 23, 2017 Jeff King I. Items to be Withdrawn from Consent Agenda J. Consent Agenda 1. BA2018-01 TEXRail Construction Manager/General Contractor (CM/GC) Services State Highway 114 Bridge Differing Geotechnical Conditions 2. BA2018-02 ADA Accessibility Improvement Program Phase 5 Construction Contract 3. BA2018-03 Purchase of Health Care Benefits 1

K. President s Report - Paul Ballard 1. BA2018-04 Legal Representation L. Chair s Report - Scott Mahaffey 1. Board Committee Assignments M. Other Business N. Executive Session The Board of Directors may convene in Executive Session under the Texas Open Meetings Act for the consultation with its Attorney pursuant to Section 551.071; deliberation regarding real property pursuant to Section 551.072; deliberation regarding prospective gift pursuant to Section 551.073; deliberation regarding personnel matters pursuant to Section 551.074; deliberation regarding security devices pursuant to Section 551.076 and/or deliberations regarding economic development negotiations pursuant to Section 551.087. 1. BA2018-05 Declaration of Public Necessity and Condemnation of Real Property for TEXRail and Resolution (X0444, X0610) (Exhibit A Attached) Bob Baulsir 2. BA2018-06 Sale of Real Property (UP2B) Bob Baulsir 3. BA2018-07 Sale of Real Property (X0455) Bob Baulsir 4. BA2018-08 Sale of Real Property (X0460) Bob Baulsir 5. BA2018-09 Sale of Real Property (X0464B) Bob Baulsir 6. BA2018-10 Sale of Real Property (X0566) Bob Baulsir O. Reconvene P. Vote on Action Taken on Matters Deliberated in Executive Session Q. Adjourn Next Meeting will be held on November 20, 2017 at 3:30 p.m., at the Intermodal Transportation Center, 2 nd Floor Community Room This facility is wheelchair accessible. For accommodations, for hearing or sight interpretive services, please contact Melanie Kroeker at (817) 215-8621, 48 hours in advance. 2

EXHIBIT A to AGENDA ITEM BA2018-05 All of the following-described parcels of land are located in the City of Fort Worth, Texas. References to property additions or subdivision are additions or subdivision of the City of Fort Worth, Texas. Parcel X0444, a permanent access easement, containing approximately 11,650 square feet, known as 600 and 601 East 7 th Street, owned by the Ben E. Keith Company, and located in the Rebecca Griggs Survey, Abstract No. 116, and in Lot 1, Block 1, Greater Fort Worth Warehouse Company Site, and being a portion of the same property conveyed as Tract 1 and Tract 2 in Volume 7771, Page 1257 recorded in the Deed Records of Tarrant County, Texas. Parcel X0610, a storm drain easement, over property known as 3402 Runnels Street, owned by Esperanza Cordova, containing approximately 670 square feet and located in Lot 2, Block 5, Diamond Hill Highlands. 3

Consent Agenda Items 4

Board of Directors Action Item Item Number: BA2018-01 Meeting Date: October 30, 2017 Item Title: TEXRail Construction Manager/General Contractor (CM/GC) Services State Highway 114 Bridge Differing Geotechnical Conditions BACKGROUND In April 2015, Archer Western/Herzog JV (AWH) was awarded a contract for TEXRail CM/GC Pre Construction Services. During the pre-construction phase of the TEXRail Project, the Contractor provided input into the project as the design progressed to improve constructability, reduce cost, and mitigate schedule concerns in the design documents and project constraints. The Contractor has planned the construction activities with the various stakeholders, built a construction schedule, and developed pricing for the construction services phase. In August 2016, Archer Western/Herzog JV was awarded the contract for TEXRail Construction Services to build the Guideway and Stations for the TEXRail project. On September 19, 2016 FWTA issued Notice to Proceed to Archer Western/Herzog JV to proceed with construction of the project. In January 2017, FWTA decided to revise the configuration of the commuter rail system from the Cotton Belt in the area of the DFW North Station. These revisions necessitate modifications to the north end of the TEXRail Bridge over State Highway 114. In April 2017, AWH provided FWTA notice that the drilled shaft foundation subcontractor was encountering a hard layer of cemented sand that was slowing drilling operations. In this area, the cemented sand layer was not shown in the geotechnical report. FWTA immediately started monitoring and documenting the situation. In July 2017, FWTA responded by letter assigning a change number for AWH to submit a cost proposal for the differing site condition. In September 2017, AWH provided a rough order of magnitude estimate for the differing site condition. This Board Action request would authorize FWTA s President/Chief Executive Officer to issue a contract modification and enter into a supplemental agreement to the Construction Contract with AWH to provide an equitable adjustment for differing geotechnical conditions at the SH 114 Bridge. 5

Meeting Date: October 30, 2017 Item Number: BA2018-01 Page: 2 Item Title: TEXRail Construction Manager/General Contractor (CM/GC) Services State Highway 114 Bridge Differing Geotechnical Conditions PROCUREMENT The authorization amount for Construction Services is based on independent estimates. FWTA staff will negotiate a fair and reasonable amount at or below this authorization. A minimum goal of 12% Disadvantaged Business Enterprise (DBE) and a combined D/M/WBE goal of 30% was set for TEX Rail Construction Services. The Contractor has committed to meeting this goal on the overall contract including this authorization. RECOMMENDATION The Commuter Rail Committee recommends that the FWTA s Board of Directors authorize the President/Chief Executive Officer to issue a contract modification and enter into a supplemental agreement with Archer Western/Herzog JV s Contract # 15-004 for the differing geotechnical conditions at the State Highway 114 Bridge for an amount not to exceed $600,000.00. The funds for this authorization will come from the contract contingency. Disposition by Board of Directors Secretary Approval: Date: 6

Board of Directors Action Item Item Number: BA2018-02 Meeting Date: October 30, 2017 Item Title: ADA Accessibility Improvement Program Phase 5 Construction Contract BACKGROUND In our continuing efforts to improve accessibility at our bus stops, the Fort Worth Transportation Authority (FW TA) has been implementing the ADA Accessibility Improvement Program for several years. The program provides sidewalks, ADA ramps, and concrete pads for bus benches and bus shelters at bus stops in our service area. The previous four phases of the ADA Accessibility Improvement Program has provided improvements at 102 bus stop locations. Phase 5 will provide improvements at 50 additional locations in the City of Fort W orth. A typical project would involve the design by a design firm, construction by a contractor, and bus shelter installation by the bus shelter manufacturer. The bus shelter manufacturing contract was approved by the Board of Directors on June 26, 2017. The design for ADA Accessibility Improvement Program Phase 5 was approved by the Board of Directors on September 25, 2017. This action item is to approve the construction contract. INVITATION FOR BIDS (IFB) In accordance with FWTA s Procurement Policy, an Invitation for Bid (IFB) (IFB #17- T059) for providing improved accessibility to bus stop locations throughout FWTA s service area was issued and advertised on the FWTA s web site. The IFB sought bids from experienced and qualified firms to provide construction services as required by FWTA. A minimum goal of 5% Disadvantaged Business Enterprise (DBE) was set for this solicitation. PROCUREMENT The FWTA s Procurement Department has followed the procurement policy with the IFB and is in compliance with all applicable Federal, State, and FWTA procurement requirements. Three firms submitted proposals that were responsive, responsible, and in compliance with the bid requirements: 7

Meeting Date: October 30, 2017 Item Number: BA2018-02 Page: 2 Item Title: ADA Accessibility Improvement Program Phase 5 Construction Contract 1. Arreguin Group $762,825 (Certified DBE Firm) 2. Makou, Inc. $573,950 (Certified DBE Firm) 3. R.D. Howard $706,014 (Certified DBE Firm) Makou, Inc. is selected as the lowest, responsive, responsible bidder. FINANCING Funds are available in FWTA's 2018 capital budget to finance this project. Federal grants have also been obtained and will provide for 80% of the cost of the project. DBE UTILIZATION Makou, Inc. is a DBE contractor and therefore, 100% of its self-performance on this contract will meet and exceed the goal. RECOMMENDATION The Planning, Operations and Marketing Committee recommends that the FWTA's Board of Directors authorize the President/Chief Executive Officer to enter into a contract with Makou, Inc. for the construction of accessibility bus shelter pads and sidewalks for a total contract price of $573,950.00, plus a 20% contingency for a total contract amount not-to-exceed $688,740.00. Disposition by Board of Directors Secretary Approval: Date: 8

Board of Directors Action Item Item Number: BA2018-03 Meeting Date: October 30, 2017 Item Title: Purchase of Health Care Benefits BACKGROUND The Fort Worth Transportation Authority (FWTA) provides health care benefits to its employees. Hays Companies of Texas contracts with the FWTA to provide employee benefits consulting and broker services. Hays assists FWTA with analyzing and evaluating existing employee benefit programs, working with existing and future insurance companies to monitor and evaluate their performance, identify potential cost savings and administrative enhancement opportunities. FWTA currently has a partial self-insured medical plan to enable better management of health care costs. The partially funded insurance structure includes additional insurance coverage to provide Individual and Aggregate Stop Loss coverage in order to limit FWTA s maximum liability. This Action Item will provide for the award of contracts to insurance companies to provide benefit plans to employees including: medical, RX, dental, vision, term life, supplemental life, short-term and long-term disability, telehealth services, patient advocacy, employee assistance program, FMLA services, COBRA administration and flexible spending accounts. REQUEST FOR PROPOSAL (RFP) The exercise of selecting insurance companies to provide employee health care benefits is a lengthy process which includes analysis of the current health care conditions and evaluation of associated costs. A solicitation was administered by Hays Companies in collaboration with FWTA s procurement department for all employee benefits listed above. Solicitations for the health care benefits were issued to include quotes for providing employee health care benefits utilizing a partially self-insured plan as established in FY2017. PROCUREMENT Bids were compared for the lowest, compliant and responsive bids: Benefit Carrier FWTA Employee Annual Cost Medical BCBS $4,612,098 $1,055,078 Dental Cigna $0 $248,600 Vision Davis Vision $0 $37,416 9

Meeting Date: October 23, 2017 Item Number: BA2018-03 Page: 2 Item Title: Purchase of Health Care Benefits Basic Life/AD&D Cigna $47,630 $0 Voluntary Life/AD&D Cigna $0 $131,937 Short-Term Disability ASO Cigna $8,168 $0 (Admin) Voluntary Short-Term Disability Cigna $0 $12,582 Long-Term Disability Cigna $97,433 $0 Telehealth MD Live $7,899 $0 Patient Advocacy Direct Path 19,782 $0 Employee Assistance Program CuraLinc $9,736 $0 FMLA Administration Cigna $14,494 $0 Total Annual Cost $4,817,240 $1,485,613 Changes from the current year s plan include: Medical plan increased the Maximum Out- Of- Pocket to match the limits under the Affordable Care Act. Individual limit for 2018 will be $7,350 and a family limit will be $14,700. Medical premiums are up 7.9% over 2017. Orthodontia coverage for adults on the dental plans was added however, dental coverage is employee paid. FINANCING Funds are available in FWTA s FY 2018 Operating Budget. RECOMMENDATION The Finance & Audit Committee recommends that the FWTA s Board of Directors authorize the President/Chief Executive Officer to enter into one-year contracts with the listed carriers for health care benefits. Disposition by Board of Directors Secretary Approval: Date: 10

Board of Directors Action Item Item Number: BA2018-04 Meeting Date: October 30, 2017 Item Title: Legal Services BACKGROUND The Fort Worth Transportation Authority (FWTA) does not maintain in-house counsel. We have utilized outside counsel as needed in specific areas of law pertinent to FWTA. The Executive Assistant to the President and CEO is a licensed Texas attorney. The Executive Assistant manages staff use of the current outside counsel, reviews all legal invoices, and ensures that correct procedures are followed when engaging with outside counsel. Attorneys and their services are subject to the FWTA s general procurement processes. To facilitate the use of the services and provide FWTA with continuity of legal services, FWTA uses a Basic Ordering Agreement type of relationship that is also utilized by other transit authorities. We seek legal firm(s) with expertise in a wide variety of categories. REQUEST FOR PROPOSAL The FWTA issued a Request for Proposals for Legal Services (RFP 17-T056) in accordance with the Fort Worth Transportation Authority Procurement Policy. RFP 17-T056 is for a fiveyear initial term engagement, with the option to renew for an additional five-year term. The Request for Proposals stated all awarded contracts were non-exclusive, and no firm or individual would be given a guaranteed amount or quantity of legal business. The Request for Proposals was advertised locally and on the FWTA website. Thirteen law firms submitted proposals: Akin Gump LLP Anderson & Riddle, LLP Bracket & Ellis, P.C. Curtis Castillo PC Jackson Walker LLP* Kelly Hart & Hallman LLP* Kilpatrick Townsend & Stockton LLP Locke Lord LLP* Law Offices of Mark G. Creighton* McMahon Berger, PC* Thompson & Knight LLP Thompson Coburn LLP West & Associates, L.L.P.* *Firms the FWTA currently uses as outside counsel. Two of the firms the FWTA currently uses as outside counsel did not submit proposals: Cantey Hanger LLP and Harris, Finley, & Bogle, PC. 11

Meeting Date: October 30, 2017 Item Number: BA2018-04 Page: 2 Item Title: Legal Services The proposals were evaluated by an evaluation committee consisting of Paul Ballard, President and CEO; Michael Birch, Interim Vice President and COO; Rebecca Montgomery, Vice President of Governmental Affairs; Detra Whitmore, Vice President of Administration; and Reena Ryall, Executive Assistant. Kathy Bridwell, Assistant Vice President of Procurement and Contract Administration served as an ex-officio member. The proposal documents were evaluated based on: 1) Company Profile; 2) Relevant Experience and Expertise of the Firm s Attorneys; 3) Experience and Resources for Categories Proposed, and 4) Fee Proposal. The following legal firms or individuals were found to best meet the FWTA s legal requirements and needs. Utilization of all firms on the list is expected, but no firm or individual will be given a guaranteed amount or quantity of legal business. Under a Basic Ordering Agreement process, a firm will be offered the task order for a specific legal need. If they do not accept this order, another of the qualified firms may be chosen. At all times, if the needs of The FWTA cannot be met by one of the qualified firms, other firms may be utilized to meet those needs. Akin Gump LLP** Jackson Walker LLP Kelly Hart & Hallman LLP Locke Lord LLP Law Offices of Mark G. Creighton McMahon Berger, PC Thompson & Knight LLP** West & Associates, L.L.P. ** Firms that would be new to the Fort Worth Transportation Authority FINANCING Based on the anticipated needs for the legal services procurement, funds are available in the FY18 operating budget. Provisions for funding for future years will be requested in the proposed annual budgets. RECOMMENDATION We recommend that The FWTA s Board of Directors approve the list of qualified attorneys and legal firms and authorize expenditures with these firms pursuant to the Basic Ordering Agreement effective January 1, 2018. Disposition by Board of Directors Secretary Approval: Date: 12

Executive Session Items October 30, 2017 13

Board of Directors Action Item Item Number: BA2018-05 Meeting Date: October 30, 2017 Item Title: Declaration of Public Necessity and Condemnation of Real Property for TEXRail and Resolution (X0444, X0610) BACKGROUND Approximately 135 parcels of land have been identified as needed to complete the TEXRail project. At the present time, we recommend moving forward with declaration of public necessity for two of the properties necessary for the project. These parcels will be or are currently being appraised and the landowners of said parcels will be offered fair market value for their property. The landowners are not obligated to accept the offer made to them. If a consensual sale cannot be reached between Fort Worth Transportation Authority (FWTA) and the property owner, Fort Worth Transportation Authority is given the power under state law to acquire the property by eminent domain or condemnation. If that occurs, Fort Worth Transportation Authority (FWTA) would commence legal proceedings in the county courts of Tarrant County. The first step in the process is the appointment of three "special commissioners" by the county court at law judge to whom the case is assigned. The special commissioners receive evidence about the property and make a determination of fair market value of the property taken and damages, if any, to the property owner's remaining contiguous property. Both the Fort Worth Transportation Authority (FWTA) and the landowners are granted the right to appeal the decision of the special commissioners if they disagree with their decision. The case would then proceed as any civil case and, if not resolved, would be tried to a judge or jury. A necessary prerequisite for the acquisition of property using the power of eminent domain is for the Board of Directors to declare that the property is needed for the project. The parcels listed below have been identified by the Fort Worth Transportation Authority (FWTA) and their consultants as critical and necessary components for the TEXRail corridor. The identified properties will be used for track right of way and for the construction and maintenance of the project. We believe that the identified properties should be acquired now to avoid project delays that would result if the identified properties were not available when construction commences. From the time the acquisition process commences, it can take 120 days or more to acquire rights to a property that would permit construction to start on that property. The TEXRail Parcel being addressed by this request to the Board of Directors are described as follows, with the referenced property additions or subdivisions being additions or subdivisions to the City of Fort Worth, Texas: Parcel X0444, a permanent access easement, containing approximately 11,650 square feet, known as 600 and 601 East 7 th Street, owned by the Ben E. Keith Company, and located in the Rebecca Griggs Survey, Abstract No. 116, and in Lot 1, Block 1, Greater Fort Worth Warehouse Company Site, and being a portion of the same property conveyed as Tract 1 and Tract 2 in Volume 7771, Page 1257 recorded 14

Meeting Date: October 30, 2017 Item Number: BA2018-05 Page: 2 Subject: Declaration of Public Necessity and Authorization of Condemnation of Real Property for TEX Rail and Resolution (X0444, X0610) in the Deed Records of Tarrant County, Texas. Parcel X0610, a storm drain easement, over property known as 3402 Runnels Street, owned by Esperanza Cordova, containing approximately 670 square feet and located in Lot 2, Block 5, Diamond Hill Highlands. A Resolution was signed by the Board of Directors April 27, 2015 for the Declaration of Public Necessity of Real Property for the TEXRail corridor. Parcel X0444 was identified as containing approximately 12,000 square feet. These properties are being purchased following applicable federal regulations that require, among other things, that eligible displacees be provided relocation services. The Fort Worth Transportation Authority s (FWTA) power of eminent domain arises under Texas Transportation Code 452.058-.059. Real estate consultants working under the direction of Staff will continue to attempt to negotiate with each property owner with the intent of reaching agreedupon terms. If negotiations reach an impasse, the requested Board action will allow the Fort Worth Transportation Authority (FWTA) to request permission to use its eminent domain power from the municipality in which the parcel is located, to issue a final offer to the landowner, and to begin or continue the eminent domain process, as necessary. FINANCING This purchase is included in the fiscal year 2016-2017 capital budget and will be federally funded. RECOMMENDATION We recommend that the Board of Directors declare public necessity of the above properties for the TEXRail project and to authorize the President/Chief Executive Officer to proceed with condemnation action, as necessary, for the acquisition of said parcels in accordance with the terms described above. Disposition by Board of Directors Secretary Approval: Date: 15

Meeting Date: October 30, 2017 Item Number: BA2018-05 Page: 3 Subject: Declaration of Public Necessity and Authorization of Condemnation of Real Property for TEX Rail and Resolution (X0444, X0610) PARCEL X0444 Fee Take X0444 Permanent Access Easement Fee Take TEX Rail Alignment X0444 Permanent Access 16

A Resolution RESOLUTION OF THE BOARD OF DIRECTORS OF THE FORT WORTH TRANSPORTATION AUTHORITY REGARDING PUBLIC NECESSITY, ACQUISITION AND CONDEMNATION OF PROPERTY FOR TEXRAIL PROJECT (R2018-01) WHEREAS, the Fort Worth Transportation Authority ( FWTA ) is a regional transportation authority which, under Chapter 452 of the Texas Transportation Code (the Code ), may acquire, construct, develop, plan, own, operate, and maintain a public transportation system; and WHEREAS, TEXRail, a 27-mile commuter-rail project FWTA will operate between Fort Worth, Texas, and Dallas/Fort Worth International Airport, is a public transportation system; and WHEREAS, FWTA s acquisition of the real property described on Exhibit A attached to and made a part of this resolution (collectively, the TEX Rail Parcels ) is necessary and proper for the construction, extension, improvement, or development of TEX Rail; and WHEREAS, federal and local funds are included in FWTA s FY2016 and FY2017 capital budget to pay for the acquisition of the TEXRail Parcels; and WHEREAS, under Chapter 452 of the Code, FWTA has the power to acquire by eminent domain any interest in real property for the construction, extension, improvement, or development of a public transportation system, such as TEXRail; and WHEREAS, FWTA s Attorney has reviewed this resolution and has found that it is in compliance with all federal and state requirements; and WHEREAS, FWTA s Board of Directors is FWTA s governing body and constitutes its Executive Committee under Chapter 452 of the Code; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Fort Worth Transportation Authority that: Acquisition of the parcels of real property comprising the TEXRail Parcels described on Exhibit A is a public necessity, in the public interest, and necessary and proper for the construction, extension, improvement, or development of TEXRail, a public transportation system; The President/Chief Executive Officer of FWTA shall request that the City Council for the City of Fort Worth approve this resolution and FWTA s proposed acquisition of the TEXRail Parcels; Upon approval by the City Council of the City of Fort Worth of the matters discussed in the preceding paragraph, the President/Chief Executive Officer is hereby authorized and directed to: 17

A Resolution Procure, if needed, from a qualified real estate appraiser an appraisal of each of the TEXRail Parcels to be acquired; Make an offer to the owner or owners of each of the TEXRail Parcels to procure all rights necessary and proper for the construction, extension, improvement, or development of TEXRail and otherwise negotiate for the acquisition of those rights; Acquire all rights in the TEXRail Parcels necessary and proper for the construction, extension, improvement, or development of TEXRail; If necessary, commence the filing of condemnation proceedings for the acquisition of easement title to all or any portion of any TEXRail Parcel listed on Exhibit A ; Deposit a sum of money awarded by the Court-appointed Special Commissioners with the registry of the appropriate court as directed by Chapter 21 of the Texas Property Code; and Execute all documents and perform all other acts necessary for the acquisition of the TEXRail Parcels. If it is necessary to acquire a TEXRail Parcel by condemnation, the Board finds that FWTA s condemnation of any TEXRail Parcel will not (a) unduly impair the existing neighborhood character of property surrounding, or adjacent to, any property to be condemned, (b) unduly interfere with interstate commerce, or (c) authorize FWTA to run a vehicle of FWTA on a railroad track that is used to transport property. Notwithstanding anything to the contrary in this resolution, FWTA shall not acquire by condemnation an interest in real property for use as a station or terminal complex if such real property is located more than 1,500 feet from the center point of the station or terminal complex, as designated by the Board of Directors, but the limitation in this paragraph shall not impair any authority granted by this resolution with respect to any other property. ADOPTED by the Fort Worth Transportation Authority Board of Directors on this, the 30 th day of October, A.D. 2017. Signature Chair Signature Secretary Printed Name Printed Name 18

Meeting Date: October 30, 2017 Item Number: BA2018-05 Page: 4 Subject: Declaration of Public Necessity and Authorization of Condemnation of Real Property for TEX Rail and Resolution (X0444, X0610) PARCEL X0610 TEX Rail Alignment X0610 TEX Rail Alignment X0610 19

Board of Directors Action Item Item Number: BA2018-06 Meeting Date: October 30, 2017 Item Title: Sale of Real Property (UP2B) BACKGROUND In June 2017, Fort Worth Transportation Authority (FWTA) purchased the property located at 1815 Cold Springs Road for the TEXRail Project. The property was purchased with Federal Transit Administration (FTA) funds as part of the TEXRail project. The property purchased consists of 2.355 acres or 102,583 SF. The property was previously owned by UPRR and is being operated by Tarrant County in conjunction with the Tarrant County Jail. FWTA acquired parcel UP2B from UPRR in the amount of $484,690.50 based on an appraisal completed by Integra Realty Resources with an effective date of February 5, 2016. There are two primary differences in the ways in which FWTA s appraiser valued the property and UPRR s valuation. FWTA s appraiser typically had a higher price per square foot value and a lesser value for the percentage applied for the various property rights. In addition, FWTA s appraiser did not apply a corridor factor to all properties impacted. UPRR tended to have a lower price per square foot, a higher percentage applied to the property rights and they applied a corridor factor to all the properties impacted. The appraiser for FWTA did not apply a corridor factor to all properties impacted. However, UPRR has stated on a number of occasions that all of their property is considered part of their corridor. When taking the values and percentages assigned by the appraiser and applying a corridor factor to all properties, the total exceeds the UPRR counteroffer by approximately $500,000. Through negotiations, FWTA has agreed to sell the property to Tarrant County for continued jail operations for $484,690.50. The sales price is based on the price FWTA paid to UPRR for the purchase of the property. This price was based on the appraised value shown in an appraisal completed by Integra Realty Resources on February 5, 2016, the corresponding counteroffer submitted by UPRR and subsequently approved by FTA. The whole property is 2.355 acres or 102,583 SF site improved with portions of the Tarrant County Jail. Tarrant County has approved the purchase of the property in the amount of $484,690.50. The sale of the property must be approved by FTA. FINANCING FWTA proposes to apply the sale proceeds towards the TEXRail project. FWTA will also ensure that the sales proceeds are properly maintained in accordance with applicable FTA requirements. 20

Meeting Date: October 30, 2017 Item Number: BA2018-06 Page: 2 Sale of Real Property (UP2B) RECOMMENDATION We recommend that the FWTA Board of Directors authorize the President/Chief Executive Officer to enter into a purchase contract with Tarrant County for the property in the amount of $484,690.50. We recommend that once FTA approval is received, the President/Chief Executive Officer be authorized to sign the necessary closing documents for the sales price in accordance with the terms described above. Disposition by Board of Directors Secretary Approval: Date: 21

Meeting Date: October 30, 2017 Item Number: BA2018-06 Page: 3 Sale of Real Property (UP2B) PARCEL UP2B TEX Rail Alignment TEX Rail Alignment 22

Board of Directors Action Item Item Number: BA2018-07 Meeting Date: October 30, 2017 Item Title: Sale of Real Property (X0455) BACKGROUND In June 2016, Fort Worth Transportation Authority (FWTA) purchased the property located at 1400 E. 2 nd Street for the TEXRail Project. The property was purchased with Federal Transit Administration (FTA) funds as part of the TEXRail project and is associated with TEXRail parcel X0455. Although the property purchased was 44,000 SF, the area needed for TEXRail was 19,126 SF. The remainder was purchased as a result of negotiations with the owner at the time. The City of Fort Worth (COFW) has requested FWTA sell 96 SF of the above described property for the Live Oak Connector Project. They have offered to purchase this property for $576.00. The Live Oak Street Connector will be realigned from near the intersection of East 1 st Street to connect to East 4 th Street, the connection will provide unimpeded ingress and egress to the surrounding neighborhood. The offer from the City of Fort Worth is based on an appraisal completed by AW Appraisals and Review Services with an effective date of July 17, 2016. The whole property is 44,000 SF. The acquisition of 96 SF is a corner clip on the northwest corner of the subdivision block. The acquisition of the property results in 43,904 SF being retained by FWTA. The appraisal values the property at $6.00/SF and showed no damages to the remainder. The COFW appraisal assigns roughly the same value as FWTA s appraisal and the acquisition does not have any significant impact on the remainder. FWTA has agreed to sell a Fee Interest of 96 square feet of the property to the City of Fort Worth for the construction of the Live Oak Connector Project. If FWTA were not to accept the offer, the COFW could acquire possession of the fee interest by condemnation, resulting in increased legal fees for FWTA and possible delay in construction of the Live Oak. FINANCING FWTA proposes to apply the sale proceeds towards the TEXRail project. FWTA will also ensure that the sales proceeds are properly maintained in accordance with applicable FTA requirements. 23

Meeting Date: October 30, 2017 Item Number: BA2018-07 Page: 2 Item Title: Sale of Property (X0455) RECOMMENDATION We recommend that the FWTA Board of Directors authorize the President/Chief Executive Officer to enter into a purchase contract with the City for the property in the amount of $576.00. We recommend that once FTA approval is received, the President/ Chief Executive Officer be authorized to sign the necessary closing documents for the sales price in accordance with the terms described above. Disposition by Board of Directors Secretary Approval: Date: 24

Meeting Date: October 30, 2017 Item Number: BA2018-07 Page: 3 Item Title: Sale of Property (X0455) PARCEL X0455 X0464 X0460 X0455 TEX Rail TEX Rail Alignment X0464 X0460 TEX Rail Alignment X0455 25

Board of Directors Action Item Item Number: BA2018-08 Meeting Date: October 30, 2017 Item Title: Sale of Real Property (X0460) BACKGROUND In April 2016, Fort Worth Transportation Authority (FWTA) purchased the property located at 1401 E. 2 nd Street for the TEXRail Project. The property was purchased with Federal Transit Administration (FTA) funds as part of the TEXRail project and is associated with TEXRail parcel X0460. Although the property purchased was 22,000 SF, the area needed for TEX Rail was 3,534 SF. The remainder was purchased as a result of negotiations with the owner. The City of Fort Worth (COFW) has requested FWTA sell 9,651 SF of the above described property for the Live Oak Connector Project. They have offered to purchase this property for $57,906.00. The Live Oak Street Connector will be realigned from near the intersection of East 1 st Street to connect to East 4 th Street, the connection will provide unimpeded ingress and egress to the surrounding neighborhood. The offer from the City of Fort Worth is based on an appraisal completed by AW Appraisals and Review Services with an effective date of May 24, 2017. The whole property is 21,999 SF. The acquisition of the property results in 5,552 SF being retained by FWTA. The appraisal values the property at $6.00/SF and showed no damages to the remainder. The COFW appraisal assigns roughly the same value as FWTA s appraisal and the acquisition does not have any significant impact on the remainder. FWTA has agreed to sell the Fee Interest of 9,651 SF of the property to the City for the construction of the Live Oak Connector Project. If FWTA were not to accept the offer, the COFW could acquire possession of the fee interest by condemnation, resulting in increased legal fees for FWTA and possible delay in construction of the Live Oak. FINANCING FWTA proposes to apply the sale proceeds towards the TEXRail project. FWTA will also ensure that the sales proceeds are properly maintained in accordance with applicable FTA requirements. 26

Meeting Date: October 30, 2017 Item Number: BA2018-08 Page: 2 Item Title: Sale of Property (X0460) RECOMMENDATION We recommend that the FWTA Board of Directors authorize the President/Chief Executive Officer to enter into a purchase contract with the City for the property in the amount of $57,882.00. We recommend that once FTA approval is received, the President/Chief Executive Officer be authorized to sign the necessary closing documents for the sales price in accordance with the terms described above. Disposition by Board of Directors Secretary Approval: Date: 27

Meeting Date: October 30, 2017 Item Number: BA2018-08 Page: 3 Item Title: Sale of Property (X0460) PARCEL X0460 X0464 X0460 X0455 TEX Rail TEX Rail Alignment X0464 X0460 TEX Rail Alignment X0455 28

Board of Directors Action Item Item Number: BA2018-09 Meeting Date: October 30, 2017 Item Title: Sale of Real Property (X0464B) BACKGROUND In October 2016, Fort Worth Transportation Authority (FWTA) purchased the property located at 1412 E. 1st Street for the TEXRail Project. The property was purchased with Federal Transit Administration (FTA) funds as part of the TEXRail project and is associated with TEXRail parcel X0464B. Although the property purchased was 21,203 SF, the area needed for TEXRail was 798 SF. The remainder was purchased as a result of negotiations with the owner at the time. The City of Fort Worth has requested FWTA sell 17,734 SF of the above described property for the Live Oak Connector Project. They have offered to purchase this property for $106,404.00. The Live Oak Street Connector will be realigned from near the intersection of East 1 st Street to connect to East 4 th Street, the connection will provide unimpeded ingress and egress to the surrounding neighborhood. The offer from the City of Fort Worth is based on an appraisal completed by AW Appraisals and Review Services with an effective date of June 17, 2016. The whole property is 21,203 SF. The acquisition of the property results in 3,469 SF being retained by FWTA. The appraisal values the property at $6.00/SF and showed no damages to the remainder. The COFW appraisal assigns roughly the same value as FWTA s appraisal and the acquisition does not have any significant impact on the remainder. FWTA has agreed to sell the Fee Interest of 17,734 SF of the property to the City for the construction of the Live Oak Connector Project. If FWTA were not to accept the offer, the COFW could acquire possession of the fee interest by condemnation, resulting in increased legal fees for FWTA and possible delay in construction of the Live Oak. FINANCING FWTA proposes to apply the sale proceeds towards the TEXRail project. FWTA will also ensure that the sales proceeds are properly maintained in accordance with applicable FTA requirements. 29

Meeting Date: October 30, 2017 Item Number: BA2018-09 Page: 2 Item Title: Sale of Real Property (X0464B) RECOMMENDATION We recommend that the FWTA Board of Directors authorize the President/Chief Executive Officer to enter into a purchase contract with the City for the property in the amount of $57,882.00. We recommend that once FTA approval is received, the President/Chief Executive Officer be authorized to sign the necessary closing documents for the sales price in accordance with the terms described above. Disposition by Board of Directors Secretary Approval: Date: 30

Meeting Date: October 30, 2017 Item Number: BA2018-09 Page: 3 Item Title: Sale of Real Property (X0464B) PARCEL X0464B X0464 X0460 X0455 TEX Rail TEX Rail Alignment X0464 X0460 TEX Rail Alignment X0455 31

Board of Directors Action Item Item Number: BA2018-10 Meeting Date: October 30, 2017 Item Title: Sale of Real Property (X0566) BACKGROUND In June 2017, Fort Worth Transportation Authority (FWTA) purchased the property located at 1815 Cold Springs Road for the TEXRail Project. The property was purchased with Federal Transit Administration (FTA) funds as part of the TEXRail project. As part of the Purchase and Sale Agreement with UPRR, after the property was purchased from Tarrant County, the property would be sold to UPRR. Although the property purchased was 3,031 SF, FWTA has agreed to sell the excess property, consisting of 272 SF, to UPRR for $1,285.20. The property is no longer contiguous to the adjoining property owner and created a noneconomic remnant. FWTA has agreed to sell the Fee Interest of 272 SF of the property to UPRR FINANCING FWTA proposes to apply the sale proceeds towards the TEXRail project. FWTA will also ensure that the sales proceeds are properly maintained in accordance with applicable FTA requirements. RECOMMENDATION We recommend that the FWTA Board of Directors authorize the President/Chief Executive Officer to enter into a purchase contract with the City for the property in the amount of $1,285.20. We recommend that once FTA approval is received, the President/Chief Executive Officer be authorized to sign the necessary closing documents for the sales price in accordance with the terms described above. Disposition by Board of Directors Secretary Approval: Date: 32

Meeting Date: October 30, 2017 Item Number: BA2018-10 Page: 2 Item Title: Sale of Real Property (X0566) PARCEL X0566 TEX Rail Alignment 33