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HomeMy WebLinkAboutContract 31707 CITY 3ECRLT°ARy CONTRACT NO. South Tract Development Agreement This South Tract Development Agreement (this "Agreement") is executed between the City of Fort Worth, Texas, (the "City") and Edwards Geren Limited (the "Family") to be effective the 7`h day of December, 2004 (the "Effective Date"). The City and the Family are individually referred to as a "Party" and collectively as the "Parties". WHEREAS, the Family is the owner of approximately 730 acres (identified as the "North Tract") on Exhibit "A" and approximately 300 acres identified as the "South Tract" on Exhibit A (the North Tract and the South Tract are referred to as the "Ranch"); and WHEREAS, a portion of the South Tract described by metes and bounds on Exhibit B was annexed for limited purpose by the City; and WHEREAS, the City is responsible for acquiring right-of-way for the proposed Southwest Parkway (also referred to as State Highway 121-T), a limited access divided highway, that will bisect the Ranch, including the South Tract, as depicted on Exhibit A (the "Project"); and WHEREAS, the City-preferred route for the Project will require a total of approximately 187 acres of right-of-way from the Ranch (the "Project ROW") consisting of approximately 143 acres from the North Tract and approximately 44 acres from the South Tract; and WHEREAS, the City, in accordance with the authorization of the City Council of the City, offered the Family as just compensation for the taking of the Project ROW the payment of a cash sum plus the construction by the City of specific Project-related arterial roadways and utility infrastructure improvements within the North Tract (the "Project-Related Infrastructure"); and WHEREAS, the Family accepted the City's offer of compensation upon terms and conditions, among others, that included the conveyance by the Family of the Project ROW required from the North Tract and the donation by the Family (as a charitable gift) of the Project ROW required from the South Tract; and WHEREAS, the City will be obligated to construct the Project-Related Infrastructure as set forth in that certain "Infrastructure Development Agreement" to be executed by the City and the Family; and WHEREAS, the City will pay for the Project-Related Infrastructure using funds from the "Infrastructure Fund" as more fully set forth in the Infrastructure Development Agreement; and South Tract Development Agreement-11/04 1qq� �Qp�� WHEREAS, on March 22, 2004, the Family filed with the City an application (#AX-04- 002; the "South Tract Annexation Application") requesting that a portion of the South Tract be annexed into the City for the limited purposes of allowing the City to apply all of the City's planning, health, safety, and zoning ordinances that were in effect as of March 22, 2004; and WHEREAS, on April 12, 2004, the Family filed an application to zone a portion of the South Tract (#ZC-04-099; the "South Tract Zoning Application") consistent with the 2004 Comprehensive Plan and 2004 Land Use Maps; and WHEREAS, on April 28, 2004, the Fort Worth Plan Commission (the "Plan Commission") made a land use recommendation for the South Tract Annexation Application consistent with the 2004 Comprehensive Plan and 2004 Land Use Maps; and WHEREAS, on May 11, 2004, the Fort Worth City Council (the "City Council") approved the annexation timetable for the limited purpose annexation of a portion of the South Tract consistent with Mayor and Council Communication No. PZ-2527 ("M&C No. PZ-2527); and WHEREAS, on May 12, 2004, the Fort Worth Zoning Commission (the "Zoning Commission") recommended to the City Council approval of the South Tract Zoning Application; and WHEREAS, as directed by M&C No. PZ-2527, City staff prepared a planning study and regulatory plan for the limited purpose annexation of a portion of the South Tract; and WHEREAS, on June 8, 2004, and June 22, 2004, the City Council held public hearings to hear and consider the limited purpose annexation of a portion of the South Tract; and WHEREAS, on July 13, 2004, the City Council approved the South Tract Annexation Application, the Regulatory Plan attached to the annexation ordinance (Ordinance Number 16038), and the South Tract Zoning Application; and WHEREAS, the Parties intend the development of the South Tract shall be in accordance with the terms and conditions of this Agreement; and, to the extent development is permitted to occur prior to full purpose annextion, the Regulatory Plan. NOW THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties to this Agreement agree as follows: 1. Applicable Regulations. The Parties agree that: (a) this Agreement is a permit, as defined by Texas Local Government Code Section 245.001, for the South Tract; (b) during the period of limited purpose annexation, the South Tract will be subject to the regulations identified in the Regulatory Plan and (c) upon full purpose annexation, development of the South Tract will be subject to all City ordinances, cod cory n�� won CITY SE--i-REMY South Tract Development Agreement-11/04 2 '" regulations, standards, resolutions, policies, procedures, practices or requirements of any kind, and any amendments in effect on March 22, 2004 related to the development of the South Tract, including, but not limited to, the City's subdivision regulations, community facilities policy, impervious cover limitations, development fees, and design standards for streets and roadways. (the "Development Regulations"). For purposes of this Agreement, "development" shall mean platting, zoning, infrastructure and real property improvements. The City shall waive all permit fees, excluding any park dedication fees, related to the development of the South Tract for five years from the execution of this Agreement. On or after the fifth anniversary of the date of the execution of this Agreement, the Family shall pay such permit fees according to the fee schedule in effect on the date of submittal of the permit application, including any increase in permit fees after the execution of this Agreement. Upon full purpose annexation, all other city ordinances, codes, rules, regulations, standards, resolutions, policies, procedures, practices or requirements of any kind, and any amendments that are in effect at the time of enforcement shall apply to the South Tract provided they are not in conflict with the Development Regulations. The Development Regulations shall apply to the development of the South Tract for a period of 10 years after the Effective Date. Notwithstanding the provisions of Texas Local Government Code Chapter 245 to the contrary, all permit applications related to development of the South Tract submitted on or after the tenth anniversary of the Effective Date shall be subject to the city ordinances, codes, rules, regulations, standards, resolutions, policies, procedures, practices or requirements of any kind in effect on the date of submittal of the application. 2. Development Fees. Development of the South Tract shall not, at any time, be subject to or conditioned upon the payment of any fees or charges of any kind to: (a) pay for, directly or indirectly, the design or construction of all or any portion of the Project, the Project-Related Infrastructure, or any other capital improvements (including, but not limited to, roadways, water and sewer lines, drainage improvements, and utilities) required in conjunction with the Project or Project-Related Infrastructure; or (b) reimburse the City for all or any portion of the Infrastructure Fund or any other funds expended by the City for the design or construction of the Project, Project-Related Infrastructure, or other capital improvements required in conjunction with or related to the Project or Project-Related Infrastructure. Notwithstanding the foregoing, however, nothing in this Section 2 shall relieve the Family or any future owner or developer of all or any portion of the South Tract from the obligation to pay: (A) all costs and expenses for on-site infrastructure required for the development of the South Tract (including, but not limited to, on-site and perimeter roads, water and sewer lines, and storm water and drainage facilities); (B) impact fees assessed by the City pursuant to state law for capital improvements necessitated by and attributable to the development of the South Tract (including, but not limited to, water and/or wastewater impact fees); (C) customary rates and charges for providing retail water and/or wastewater services; (D) the City's ordinary and customary fees for services provided by the City during the development process (such as subdivision review fees and building permit fees) and (E) Ad Valorem and other taxes. 001" � South Tract Development Agreement-11/04 3 ci l' HIRg 3. Annexation. Except as provided in Section 4 of this Agreement, each application for a preliminary plat for the phased development of the South Tract will be prepared in conformity with the Development Regulations and will be accompanied by an application for full purpose annexation of all the property covered by the preliminary plat application (including, if necessary, the narrowest strip of land legally allowed by law to connect the property being full-purpose annexed to the full-purpose corporate limits of the City). Notwithstanding anything in this Section 3 to the contrary, however, the City may annex the remainder of the South Tract for full purposes on or after December 31, 2014. 4. Farming, Ranching, and Hunting. The South Tract, or any portion thereof, may be used by the Family for farming, ranching, and related activities (including, but not limited to, the construction, erection, or placement of temporary or permanent structures related to such uses; and including, if required by the Applicable Regulations, the platting of portions of the South Tract) without requiring the South Tract, or portion thereof, to be annexed for full purposes. 5. Street Names. Development of the South Tract shall include street names acceptable to the Family and the Fire Department. 6. Future Project Easements. It is the intent of the Parties that, to the maximum extent possible, all utilities (including drainage improvements) required for the Project shall be constructed within public right-of-way available for such projects (including, but not limited to, the Project ROW). The Parties acknowledge and agree, however, that the design and construction of the Project will require temporary construction easements and may require permanent drainage, water, and sanitary sewer easements (collectively, the "Project Easements"). The Family agrees to grant such Project Easements, from time to time, at no cost or expense to the City or State of Texas provided: (1) the area of each Project Easement is as small as reasonably possible and is configured to minimize any adverse impact on the development of the land burdened by such easement; (2) the duration of each temporary Project Easement is finite and as short as reasonably possible; (3) each temporary Project Easement prohibits the location or storage of all environmentally hazardous materials and requires restoration of the land upon termination of the easement; (4) no permanent Project Easement will increase the cost to develop the land burdened by the easement; and (5) the terms and conditions of the instruments creating such Project Easements are otherwise approved by the Parties, which approvals shall not be unreasonably withheld. Notwithstanding the foregoing, however, if any required permanent Project Easement will increase the cost to develop the land burdened by the easement (as determined by an independent engineer), the Family shall nevertheless be obligated to grant such permanent Project Easement. The City shall compensate the Family for such additional development costs provided the Family advises the City of the increase and provides to the City reasonable documentation supporting such increase (based on current development plans) prior to granting the permanent Project Easement. Nothing herein waives the City's authority to acquire Project Easements by eminent domain; and in the event such authority is exercised, nothing herein waives the right of the Family to seek just compensation. South Tract Development Agreement-11/04 4 FT.a w°oifl, TEX. 7. Term. The term of this Agreement shall begin on the Effective Date and shall continue for a period of 10 years. 8. Default and Remedies. No Party shall be in default under this Agreement until: (a) written notice of the alleged failure of such Party to perform has been given to such Party, which written notice shall specify in reasonable detail the nature of the alleged failure; and (b) such Party has been given a reasonable time to cure the alleged failure (such reasonable time determined based on the nature and extent of the alleged failure, but in no event less than 15 days after written notice of the alleged failure has been given). If a Party is in default under this Agreement, then the aggrieved Party shall be entitled to specific performance, injunctive relief, mandamus, fines, and damages (each of such remedies to the maximum extent permitted by applicable law); however, neither Party shall be entitled to terminate this Agreement. The remedies set forth in this Section 8 shall be the sole and exclusive remedies of the Parties for any default under this Agreement. 9. Assignment. The Family may assign, in whole or in part, its rights, duties, and obligations under this Agreement to any owner or developer of all or any part of the South Tract provided such assignment is in writing and obligates the assignee to be bound by the terms and conditions of this Agreement and provided a copy of such fully executed assignment is given to the City. To the extent any rights, duties, or obligations are assigned by the Family, the Family shall thereafter be released from such rights, duties, and obligations and the City agrees to look solely to the assignee. Notwithstanding the foregoing, however, no assignment by the Family shall release the Family from any liabilities that might have arisen prior to the effective date of any assignment. The City may not assign, in whole or in part, its rights, duties, and obligations under this Agreement. 10. Entire Agreement; Conflicts. This Agreement constitutes the entire agreement between the Parties with respect to the development of the South Tract and supersedes all prior agreements, whether oral or written, covering the same subject matter. This Agreement may not be modified or amended except in writing executed both Parties. 11. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, such unenforceable provision shall be deleted from this Agreement, and this Agreement shall continue in full force and effect and the remainder of this Agreement shall be interpreted to fulfill the intent of the Parties to the fullest extent possible. 12. Applicable Law/Venue. This Agreement is entered into under and pursuant to, and is to be construed and enforceable in accordance with, the laws of the State of Texas, and all obligations of the Parties created hereunder are performable in Tarrant County, Texas. Venue for any action to enforce or construe this Agreement shall be Tarrant County, Texas. South Tract Development Agreement-11/04 5 MY S- EC'qNHY 13. Authority and Enforceability. (a) The City represents and warrants that this Agreement has been approved by Mayor and Council Communication duly adopted by the City Council of the City and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. The City acknowledges and agrees: (1) that this Agreement, when executed on behalf of the City, shall be binding upon the City and enforceable against the City in accordance with its terms and conditions; and (2) that the performance by the City of certain of its duties and obligations under this Agreement is authorized by Chapter 43, Subchapter F, of the Texas Local Government Code. The City waives any claim or defense that this Agreement is unenforceable on the grounds that any obligations of the City bind, impair, or otherwise adversely affect the exercise by the City of any governmental discretion, governmental authority, or governmental functions. The City also waives immunity from suit and immunity from liability with respect to any event of default under this Agreement. (b) The Family represents and warrants that this Agreement has been approved by appropriate action of Edwards Geren Limited, that the individual executing this Agreement on behalf of the Family has been duly authorized to do so, and that, when executed by such individual, this Agreement shall be binding upon and enforceable against the Family. 14. Notices. Any notices or other communications (a "Notice") required or contemplated by this Agreement shall be in writing and shall be deemed provided, delivered, or given by one Party to the other Party when: (a) if sent by Certified United States Mail, Return Receipt Requested, when received as evidenced by the U.S. Postal Service receipt; (b) if sent by private delivery service (such as UPS or FedEx), when received as evidenced by the delivery service receipt; (c) if sent by FAX or as an e-mail, when received; or (d) if sent by any other method, when received. A Notice shall be deemed "received" by the Party to whom it is addressed if there is evidence of delivery to any person at the address set forth below regardless of whether the Notice was delivered to the named recipient. For purposes of this Agreement, all Notices shall be given to the Parties at the address set forth in this Section 14. Any Party may change its notice address by giving notice of the changed address in the manner set forth in this Section 14. The City of Fort Worth Attn: Bryan Beck, P.E. 1000 Throckmorton Street Fort Worth, Texas 78102 Phone: 817.392.7909 Fax: 817.392.7854 Email: bryan.beck@fortworthgov.org South Tract Development Agreement-11/04 6 Edwards Geren Limited Attn: Scott Walker 4200 South Hulen, Suite 640 Fort Worth, Texas 76109 Phone: 817.731.7396 Fax: 817.731.7398 Email: scott@casscoland.com 15 Recitals. The recitals contained in this Agreement are true and correct and constitute the basis upon which the Parties entered into this Agreement. 16. Exhibits. The following exhibits are attached to and made a part of this Agreement: Exhibit A: Depiction of the North Tract, the South Tract and the Project Exhibit B: Legal description of that portion of the South Tract annexed for limited purposes pursuant to City Ordinance 16038. EXECUTED to be effective as of the date set forth in the first paragraph of this Agreement. APPROVED AS TO FORM AND LEGALITY JQ a BYE_ �'t �G ""� p�t�"t dam" Contract Jluthor ' zatioa Sarah Fullenwider, Assistant City Attorney Date THE RT17 TEXAS By: Title: Date: - ��. J�� Attested By: EDWARDS GEREN LIMIT D ,�`�Ul BY C�� G22 Mar�Hendr Cass 0. Edwards, II City Secretary Title: General Manager Date: April 25, 2005 `DR1114 i�� South Tract Development Agreement-11/04 7 cirf Q �� Exhibit A . y �i �•. Ay � t r � �4 c- 1 ly• IIS f � �' �� . b r r Legend North Tract F.� Exhibit A Edwards Ranch North Tract and Project Exhibit A—Page- 1 - OFFICIAL WORDCiff ����ETARY 014545.00010:8 797(.1 comm, TEX. r .,.,- Zv- .. J �rt f u 7'� WN �X y w =ti Legend 9ouw Tna ,,._ w SH 121T C j F Exhibit A Edwards Ranch - 14 Acre Tract, South Tract and Project Exhibit A-Page-2- 014545.00010:847970.012 Exhibit B Legal Description of That Portion of the South Tract Annexed for Limited Purposes Pursuant to City Ordinance 16038 A tract of land containing 277.33 acres of land, situated in the L & G.N. RR. Co. Survey, Abstract Number 832, the J. Wilcox Survey, Abstract Number 1742, the J.H. Shultz Survey, Abstract Number 1941, the Jerry Burnett Survey, Abstract Number 1923, and the Reuben Burnett Survey, Abstract Number 1922, Tarrant County, Texas, and being a portion of the property described by deed to Edwards Geren Limited and recorded in Deed Volume 12915, Page 394, County Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of the said 1. & G.N. RR. Co. Survey, said point being in an 'ell' corner in the Northerly limits of the John F. Heath Survey, Abstract Number 641, said point also being on the City Limits Line of the City of Fort Worth; THENCE, with the present City Limits Line the following courses and distances: South 89 degrees 30 minutes 58 seconds East—2015.95 feet with the North line of said I. & G.N. RR. Co. Survey to its Northeast corner, said point also being the Northwest corner of the said Shultz Survey, South 89 degrees 51 minutes 26 seconds East, with the North line of said Shultz Survey, at 1009.03 feet pass the Northeast corner of the said Shultz Survey, and the Northwest corner of the said Jerry Burnett Survey, and continuing on with same bearing, a distance of 84.26 feet, pass the most Northerly Southeast corner of the said Heath Survey and the Southwest corner of the George Shields Survey, Abstract Number 1436, and continuing on with the same bearing, a total distance of 1736.83 feet to a point; South 36 degrees 56 minutes 00 seconds East passing Northwest line of Rock Quarry at 224.68 feet and continuing in all, 288.68 feet, a curve to the left, having a radius of 593.96 feet; Along said curve in a Southeasterly direction, an arc length of 212.36 feet to a point on said curve, long chord bears South 47 degrees 38 minutes 48 seconds East — 211.23 feet for corner; South 38 degrees 30 minutes 33 seconds West- 236.92 feet to a point and the beginning of a non-tangent curve to the left whose radius is 123.80 feet and whose long chord bears South 03 degrees 11 minutes 52 seconds West— 121.88 feet; Along said non-tangent curve in a Southerly direction through a central angle of 58 degrees 58 minutes 36 seconds, an arc length of 127.43 feet to the end of curve and the beginning of a reverse curve to the right whose radius is 2700.00 feet and whose long chord bears South 26 degrees 44 minutes 13 seconds East 678.03 feet; FI '1C � CITY 1E 11P Exhibit B—Page- 1 - pp ' ��� alt 014545.0001 84711.02� 1 Along said curve in a Southeasterly direction through a central angle of 14 degrees 25 minutes 35 seconds, an arc length of 679.82 feet, to the end of curve, North 88 degrees 27 minutes 14 seconds West—31.26 feet; South 23 degrees 51 minutes 06 seconds West, some 1083.77 feet to an angle point: South 65 degrees 34 minutes 14 seconds West some 354.67 feet to an angle point; South 73 degrees 35 minutes 01 second West 105.94 feet to an angle point; North 50 degrees 45 minutes 04 seconds West— 191.34 feet to an angle point; South 40 degrees 02 minutes 00 seconds West — 705.85 feet to the beginning of a curve to the left, having a radius of 85.60 feet, long chord bears South 12 degrees 08 minutes 39 seconds West— 79.06 feet; Along said curve in Southwesterly direction of an arc length 82.18 feet to the end of said curve and point of tangency; South 14 degrees 58 minutes 15 seconds East — 454.25 feet to its intersection with the North right-of-way line of Oakmont Boulevard; North 89 degrees 58 minutes 00 seconds West — 2830.59 feet, along said Northerly right- of-way line of Oakmont Boulevard, to a point in the Easterly line of the aforementioned Heath Survey and the Westerly line of the J. Wilcox Survey, Abstract Number 1742; THENCE leaving said Northerly right-of-way line of Oakmont Boulevard, North 00 degrees 00 minutes 14 seconds East, along and with said common lines of the Heath and Wilcox Surveys, passing the Northwest corner of said Wilcox Survey which is also the Southwest corner of the aforementioned I. & G.N. RR. Co. Survey, and continuing on with the same bearing, (and the common lines of said Heath and I. & G.N. Surveys) in all a total distance of 3398.48 feet to the place of beginning and containing some 284.23 acres of land, more of less. SAVE & EXCEPT A tract of land being a right of way more particularly described by metes and bounds as follows: BEGINNING at a point being located South 00 degrees 00 minutes 14 seconds West — 137.22 feet from the Northwest corner of the I. & G.N. R.R. Co. Survey, Abstract 832 and being located in the West line of the 284.23 acre tract described herein; Exhibit B—Page-2- 01454 THENCE South 37 degrees 30 minutes 31 seconds East — 4104.10 feet to a point in the line common to the North right-of-way line of Oakmont Boulevard and the South line of said 284.23 acre tract described herein; THENCE with said common line, North 89 degrees 58 minutes 00 seconds West 94.38 feet to a point; THENCE departing said common line, North 37 degrees 30 minutes 31 seconds West — 3947.72 feet to a point in the line common to the West line of said I. & G.N. R.R. Co. Survey and the West line of said 284.23 acre tract described herein; THENCE with said common line, North 00 degrees 00 minutes 14 seconds East 124.26 feet to the place of beginning and containing some 6.9 acres of land, more or less. LEAVING A NET AREA OF 277.33 ACRES. Exhibit B—Page-3 - 014545.00010:847970.012 I &C Request Review Pagel of 2 wwu&t R ■ 1rxlti�tru��t Print M&C COUNCIL ACTION: Approved on 12/7/2004 DATE: 12/7/2004 REFERENCE NO.: C-20436 LOG NAME: 12SOUTHTRAGMT CODE: C TYPE: NON-CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Development Agreement for the South Tract of the Edwards Geren Limited Property Located North of Oakmont Boulevard, West of Hulen Street, South of Overton Ridge Boulevard and East of Bryant Irvin Road RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute the attached Development Agreement for the South Tract of the Edwards Geren Limited (EGL) property. DISCUSSION: Edwards Geren Limited, (EGL) a Texas limited partnership, owns approximately 277 acres located north of Oakmont Boulevard, west of Hulen Street, south of Overton Ridge Boulevard and east of Bryant Irvin Road (the "Property"). The Property, which is surrounded by the City of Fort Worth, is one of the remaining undeveloped portions of the Edwards Ranch. The Property, together with an approximately 577-acre parcel owned by EGL located south of Vickery Boulevard and west of Hulen Street, will be bisected by the proposed Southwest Parkway (also referred to as State Highway 121). On March 22, 2004, the EGL submitted an application for limited purpose annexation of the Property to allow the City to apply all of the City's ordinances and codes in effect on March 22, 2004. On May 11, 2004, the City Council approved M&C PZ-2527 establishing a timetable for the annexation. Public hearings were held on June 8 and 22, 2004, in accordance with state law and the City Council instituted and approved the annexation on July 13, 2004. The limited purpose annexation was processed concurrently with the application to zone the the Property to "MU-2" High Intensity Mixed-Use zoning. The ten year agreement for the development of the Property sets out terms of applicable regulations, the application of development fees and construction of utilities related to the construction of the proposed Southwest Parkway, the costs of on-site infrastructure required for the development of the Property, impact fees, water and sewer services and other services provided by the City. In addition, the Property may be used by the EGL for farming, ranching and related activities prior to full annexation. Limited purpose annexation triggers a requirement that the City annex the area for full purposes within three years unless the date of full purpose annexation is postponed by written agreement between the City and a majority of the affected landowners. The Agreement also provides that the City may annex the Property for full purposes on or after December 31, 2014. Other terms are set out in the attached Agreement. The property is located in COUNCIL DISTRICT 3. http://www.cfwnet.org/council_packet/mc review.asp?ID=2459&councildate=12/7/2004 4/26/2005 M&C Request Review Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that approval of this agreement will not require the expenditure of City funds. Any future appropriations of City funds that may be required pursuant to this agreement must be approved by the City Council. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office bk Dale Fisseler (Acting) (6226) Originating Department Head: David Yett (7623) Additional Information Contact: Sarah Fullenwider (7619) ATTACHMENTS So Tract Dev Agreement Exhibits.DOC South Tract Development Agreement.doc http://www.cfwnet.org/council_packet/mc review.asp?ED=2459&councildate=12/7/2004 4/26/2005