Issues that Emerge When Public Entities Acquire a Real Property Interest in Rail Lines (2016) / Chapter Skim
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15 Annotated Term Sheet Template for Acquisition of Real Property Interests from a Railroad by a Public Agency Seeking to Operate Passenger Rail Service The following sample term sheet presents the various issues that public agencies may encounter when pursuing a transaction to acquire interests in real property used for railroad purposes from a freight railroad. The term sheet contains Exhibit references as place-holders to illustrate the issues for which the parties would typically attach exhibits to a term sheet.
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16 Outline of Terms for Real Property Transfer and Related Agreements Between [RAILROAD]
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17 necessary to effect the property transfers and construction of facilities described in this Term Sheet, which terms and conditions shall include, without limitation, the key business terms set forth herein (or, with respect to the financial terms herein, terms that offer equivalent value to each of the Parties) and such additional terms and conditions (including, without limitation, with respect to defaults, representations, warranties, indemnification and insurance)
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18 Sheet.] 6 The property that will be subject to the Agreement(s)
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19 B Exchange Parcels.
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20 E Aerial Easements: RAILROAD will grant AGENCY aerial easements to permit the construction, operation and maintenance of the Line over lines owned and/or used by RAILROAD, at locations described in Exhibit F
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21 III. Condition of Property: NOTE: In general, the Term Sheet should provide for a time certain within which AGENCY (and RAILROAD, if it is acquiring property)
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22 interests to AGENCY and (b) require payment of no compensation by AGENCY to any holder of such right or interest.
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23 NOTE: Railroads are unlikely to deviate from their published standards for construction work or operations on track over which the railroad operates. The degree to which a railroad may agree to alternate approaches in connection with other facilities will be determined by the specific circumstances of each project.
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24 V Applicable Law: A
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25 VI. Activities During Construction and Operation of the Line: A
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26 and any hazardous materials on the trains involved in the incident, such notification to consist of the information RAILROAD is required to provide in accordance with 49 C.F.R. §§ 171.15 and 171.16 (NOTE: FRA is currently evaluating potential amendments to its hazardous materials shipment rules)
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27 VII. Compensation: NOTE: Compensation for the acquisition of rail property is likely to be addressed at least in part through cash compensation, similar to real estate transactions generally, but is determined by the parties.
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28 A Commercial General Liability Insurance.
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29 F To the extent permitted by [State]
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30 I AGENCY agrees to waive its right of recovery against RAILROAD (NOTE: and RAILROAD's indemnitees, as RAILROAD may specify)
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31 X Environmental Obligations: A
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32 environment, to preservation or reclamation of natural resources, or to the management, release, or threatened release of contaminants applicable to the Real Property, including without limitation the Hazardous Substances Transportation Act (49 U.S.C.
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33 XI. Positive Train Control:33 A
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34 XIII. Subject to Approvals: The Agreement will be subject to all applicable governmental and other public approvals including, as applicable, without limitation, approval by federal, state, and local regulatory bodies, the [State]
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35 º Adjustments. º Escrow.
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36 • Counterparts. • Notice to Parties.
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37 [Signatures appear on the following page]
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38 IN WITNESS WEREOF, the parties have caused this Term Sheet to be executed in duplicate, each by its duly authorized officers, as of the date of this Agreement.
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