HomeMy WebLinkAboutContract 33002 i
CITY SECRETARY2
CONTRACT NO.
TAX INCREMENT FINANCING
DEVELOPMENT AGREEMENT
This TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT
("Agreement") is entered into by and between the BOARD OF DIRECTORS OF TAX
INCREMENT REINVESTMENT ZONE NUMBER SEVEN, CITY OF FORT
WORTH, TEXAS (the "Board"), an administrative body appointed in accordance with
Chapter 311 of the Texas Tax Code (the "TIF Act") to oversee the administration of Tax
Increment Reinvestment Zone Number Seven, City of Fort Worth, Texas (the "TIF
District"), a reinvestment zone designated by ordinance of the City of Fort Worth in
accordance with the TIF Act; the CITY OF FORT WORTH (the "City"), a home rule
municipal corporation organized under the laws of the State of Texas; and AIL
INVESTMENT, L.P. ("Developer"), a Texas limited partnership.
A. The City entered into an agreement with the Texas Department of
Transportation ("TxDOT") dated July 24, 2001 (the "TxDOT Agreement") pursuant to
which the City agreed to fund a portion of the costs necessary to construct public
thoroughfares generally referred to and depicted in the TxDOT Agreement as (i) the North
Tarrant Parkway Interchange Ramps and Frontage Roads and (ii) the connecting road from
Interstate Highway 35-W east to Rainey Lake Road (collectively, the "Public
Improvements"). The specifications for construction of the Public Improvements are set
forth in those final plans of TxDOT signed by the City on February 12, 2003 ("Final
Plans"), which are public documents on file with the City. The City's portion of the costs
to construct the Public Improvements pursuant to the TxDOT Agreement shall hereinafter
be referred to as the "City Funding Share". The TxDOT Agreement is attached hereto as
Exhibit "A" and a map depicting the location of the Public Improvements is attached
hereto as Exhibit "B", both of which Exhibits are hereby made a part of this Agreement
for all purposes.
B. The City lacks sufficient funds to pay all of the City Funding Share under
the TxDOT Agreement. In order for construction of the Public Improvements to proceed
in a timely manner, the City and Developer entered into that certain Community
Development Agreement dated as of June 30, 2003, a public document on file with the City
as City Secretary Contract No. 28858 (the "City Development Agreement"), pursuant to
which Developer agreed to fund a portion of the City's Funding Share when due under the
TxDOT Agreement, The City Development Agreement anticipated that the TIF District
would subsequently be created and that the Board would enter into an agreement with
Developer (i.e. this Agreement) to reimburse Developer for any funds advanced by
Developer in accordance with the City Development Agreement, at which time the City
Development Agreement would terminate.
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C. On December 9, 2003 the City Council adopted Ordinance No. 15774,
establishing the TIF District and the tax increment fund of the TIF District (the "TIF
Fund").
D. On February 3, 2005 the Board adopted a project plan (the "TIF Project
Plan") and financing plan for the TIF District. The TIF Project Plan provides for
construction of the Public Improvements. The TIF Project Plan and the financing plan
were approved by the City Council on 10 -25- 0 S pursuant to Ordinance No. I( 6 X67.
E. The TIF Act and City Ordinance No. 15774 authorize the Board to enter
into agreements dedicating revenue from the TIF Fund as the Board considers necessary or
convenient to implement the Project Plan. The Board believes that construction of the
Public Improvements is regional public infrastructure that will benefit development within
the TIF District and will facilitate the transportation of the public in and through the TIF
District. Costs of the Public Improvements qualify as lawful "project costs", as that term is
defined in Section 311.002(1) of the TIF Act("Project Costs"). Accordingly, the Board is
willing to reimburse Developer certain Project Costs incurred by Developer as part of the
construction of the Public Improvements solely in accordance with and pursuant to this
Agreement.
NOW, THEREFORE, the Board, the City and Developer, for and in consideration
of the terms and conditions set forth herein, do hereby contract, covenant and agree as
follows:
1. INCORPORTION OF RECITALS.
The Board and the City Council hereby finds, and the City hereby agrees, that the
recitals set forth above are true and correct and form the basis upon which the Board and
the City have entered into this Agreement. Developer hereby agrees that the recitals set
forth in paragraphs B, C and D are true and correct and form the basis upon which
Developer has entered into this Agreement.
2. TERM.
The term of this Agreement shall commence on the later date as of which the
Board, the City and Developer have all executed this Agreement (the "Effective Date")
and, unless earlier terminated in accordance with this Agreement, shall expire upon the
earlier of(i) the complete performance of all obligations and conditions precedent by the
Board, the City and Developer or (ii) termination of the TIF District in accordance with
Section 311.017 of the TIF Act (the "Term").
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Tax Increment Financing Development Agreement
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3. PUBLIC IMPROVEMENTS.
Developer agrees to participate with the City in funding the City Funding Share
for the construction of the Public Improvements, as more specifically set forth in Section
4 of this Agreement. The Public Improvements are intended to be completed in two
phases. "Phase I" consists of the completion of the North Tarrant County Parkway
Interchange Ramps and Frontage Roads (TXDOT CSJ: 0081-12-031 and 0902-48-515).
"Phase 11" consists of the completion of North Tarrant County Parkway from Interstate
Highway 35-W east to Rainey Lake Road. The project budgets for each of Phase I and
Phase II of the Public Improvements are set forth in Exhibit "C" and Exhibit "D",
respectively, both of which Exhibits are attached hereto and hereby made a part of this
Agreement for all purposes. The Public Improvements shall be located within the public
rights-of-way or easements belonging to the City or in an area deed restricted or
dedicated for public use.
4. FUNDING OF PUBLIC IMPROVEMENTS BY THE CITY AND
DEVELOPER.
4.1. Phase I.
At such time as funding for Phase I is required under the TxDOT
Agreement, (i) Developer shall fund to the City $1,582,787.00, all of which the
City shall then promptly fund to TxDOT and (ii) the City shall promptly fund
$931,918.00 of its own revenues to TxDOT. It is understood and agreed that the
City has already expended $146,387.00 on the design of Phase I and that this sum
is included in the $931,918.00 obligation of the City under this Section 4.1.
4.2. Phase U.
At such time as funding for Phase II is required under the TxDOT
Agreement, (i) Developer shall fund to the City $429,263.00, all of which the City
shall then fund to TxDOT and (ii) the City shall fund $950,000.00 of its own
revenues to TxDOT. It is understood and agreed that the City has already
expended $220,093.00 on the design of Phase II and $118,000.00 for right-of-way
acquisitions necessary for Phase II, and that this aggregate $338,093.00 is
included in the $950,000.00 obligation of the City under this Section 4.2.
4.3. Cost Overruns.
In the event that the City's share of the costs under the TxDOT Agreement
(and not this Agreement) for construction of either Phase I or Phase II (which
includes all sums funded to TxDOT by both the City and Developer pursuant to
Sections 4.1 and 4.2) exceeds the amounts specified by Sections 4.1 and 4.2,
whether for Phase I or Phase II, or both ("Project Cost Overruns"), then
Developer will fund up to an additional aggregate sum of$2,632,966.00. If there
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are Project Cost Overruns remaining after Developer has funded $2,632,966.00
toward such Project Cost Overruns, the City will be responsible for funding all
such additional amounts.
4.4. Audits.
Developer and the City will maintain all books and records related to their
funding of the Public Improvements under this Agreement at a location in the
City (collectively, "Records") for a period beginning on the Effective Date and
ending three (3) years following completion of all the Public Improvements.
Throughout this period, following at least five (5) business days' advance written
notice to the City or Developer, as the case may be, the Board will have the right
to audit the Records in order to verify compliance by that party under this
Agreement. Developer and the City agree to cooperate fully with the Board
during any such audit.
4.5. Use of Funds for Construction of Public Improvements.
All funds provided by Developer to the City pursuant to Sections 4.1, 4.2
and 4.3 will be used by the City strictly in accordance with the TxDOT
Agreement.
5. THE BOARD'S OBLIGATIONS.
5.1. Reimbursement to Developer of Funds Advanced for Public
Improvements.
The Board will reimburse Developer for all sums funded by Developer for
Phase I and Phase II pursuant to Sections 4.1 and 4.2 of this Agreement, plus any
Project Cost Overruns funded by Developer pursuant to Section 4.3 of this
Agreement, less any amounts reimbursed to Developer by the City under the City
Development Agreement (collectively, the "Developer Funded Amounts"), and
will pay Developer interest on such Developer Funded Amounts as specified in
this Agreement. The Board's reimbursement obligation to Developer under this
Agreement shall be calculated as of January 1 of each year during the Term
beginning in 2006 and shall equal (i) all Developer Funded Amounts paid by
Developer during the immediately preceding calendar year, plus (ii) the balance
of any unreimbursed Developer Funded Amounts paid by Developer in earlier
calendar years, plus (iii) interest thereon, as provided by this Section 5.1
(collectively, the "Reimbursement Amount"). The Reimbursement Amount
shall bear interest calculated at a fixed rate equal to four percent (4%) and shall
accrue beginning on the date such funds are advanced to the City. Such interest
shall be simple interest compounded annually based on the existing unpaid
balance, plus any accrued interest to date. The Board shall pay the
Reimbursement Amount by not later than June 1 of each year.
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5.2. Limited to Available TIF Funds.
Notwithstanding anything to the contrary herein, Developer understands
and agrees that the Reimbursement Amount shall be paid solely from available
revenues in the TIF Fund. In the event that there is not sufficient revenue in any
given year to pay the Reimbursement Amount, Developer's sole remedy shall be
the carrying forward of the unpaid balance of the Reimbursement Amount, plus
any interest earned and accrued thereon in accordance with Section 5.1, for
payment by the Board in the next year in which the Board does have sufficient
revenues in the TIF Fund. Developer agrees that it will not look to general funds
or bond funds of the City for payment of all or any portion of the Reimbursement
Amount. Upon termination of the TIF District, as provided by Ordinance No.
15774, or such other date as may be specified in a subsequent ordinance adopted
in accordance with Section 311.017 of the TIF Act, any portion of the
Reimbursement Amount that has not been paid in accordance with this
Agreement due to a lack of sufficient revenue in the TIF Fund shall no longer be
considered a legal Project Cost of the TIF District, and any obligation of the
Board to reimburse Developer any remaining balance of the Reimbursement
Amount shall automatically be extinguished.
5.3. Priority of Payment.
Developer understands and agrees that the Board will have the right to
retain five percent (5%) of the tax increment annually deposited into the TIF Fund
in order to pay administrative and operating expenses. Otherwise, payment in
accordance with this Agreement of the Reimbursement Amount will have priority
over other agreements by the Board for payment of other Project Costs. The
provisions of this Section 5.3 are subject to the written agreements executed
between the City and taxing units electing to contribute tax increment to the TIF
Fund (collectively, the "Participation Agreements"). If this Section 5.3 is in
conflict with the terms and conditions of one or more of the Participation
Agreements, this provision will not be enforceable against the Board and the
Board may address the issue of priority of payment of the Board's financial
obligations hereunder in accordance with its best judgment, taking into
consideration the terms and conditions of the conflicting Participation
Agreements.
5.4. City Funding Not Covered.
The City understands and agrees that those sums funded by the City from
available City funds (in other words, those amounts other than the Developer
Funded Amounts) are not subject to reimbursement by the Board under this
Agreement.
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6. DEFAULT AND TERMINATION.
If a party defaults under any provision of this Agreement, the non-defaulting party
or parties shall provide the defaulting party with a written notice that specifies the nature
of the default. The defaulting party shall have thirty (30) calendar days following receipt
of such written notice to cure the default, or if such default is not reasonably curable
within thirty (30) calendar days, such additional time as may be reasonably necessary
provided that the defaulting party is diligently pursuing cure of the default (provided that
such cure period shall not exceed one hundred eighty (180) calendar days). If the default
has not been fully cured within such time, the non-defaulting party or parties shall have
all rights and remedies available under the law or in equity, including, but not limited to,
the right to terminate this Agreement, which may be effected by providing written notice
thereof to the defaulting party.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Developer shall operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the Board or the City. Nothing in this Agreement will be
construed as the creation of a partnership or joint enterprise between the City or the
Board and Developer.
8. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
Board:
Attn: City Manager
City of Fort Worth
1000 Throckmorton
Fort Worth, TX 76102
with a copy to:
Attn: City Attorney
City of Fort Worth
1000 Throckmorton
Fort Worth,TX 76102
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City: Developer:
Attn: Director Attn: Russell Laughlin
Economic/Community Development Dept. AIL Investment, L.P.
1000 Throckmorton St. 13600 Heritage Pkwy, Suite 200
Fort Worth, TX 76102 Fort Worth, TX 76177
with a copy to: with a copy to:
Attn: City Attorney Attn: Mr. Don Reid
City Attorney's Office Hillwood
1000 Throckmorton St. 13600 Heritage Pkwy, Suite 200
Fort Worth, TX 76102 Fort Worth, TX 76177
9. ASSIGNMENT AND SUCCESSORS.
Until Developer has funded the total amounts required to be funded by Developer
hereunder, Developer may not assign, transfer or otherwise convey any of its rights or
obligations under this Agreement to any party without the prior written consent of the
Board, which consent shall not be unreasonably withheld or delayed, conditioned upon (i)
the prior approval of the assignee or successor and a finding by the Board that the
proposed assignee or successor is financially capable of funding those amounts required
of Developer by Sections 4.1, 4.2 and 4.3 hereof and (ii) the proposed assignee or
successor has executed a written agreement with the Board under which it agrees to
assume all covenants and obligations of Developer under this Agreement, in which case
such assignee or successor shall thereafter be deemed "Developer" for all purposes under
this Agreement; provided, however, that Developer may assign this Agreement to an
Affiliate without the prior approval of the Board so long as such Affiliate complies with
subsection (ii) above. For purposes of this Agreement, "Affiliate" shall mean any person
or entity, directly or indirectly controlling, controlled by, or under common control with
Developer. As used in this definition, the term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies
of a person or entity, whether through ownership of voting securities, by contract or
otherwise. Following the date that Developer has funded the total amounts required to be
funded by Developer hereunder, Developer may assign, transfer or otherwise convey any
of its rights or obligations under this Agreement to any party without the prior written
consent of the Board.
10. BOARD REPRESENTATIVE.
Developer understands and agrees that the Board, in its sole discretion, may
appoint certain City staff members, a City department or another entity to serve as its
representative in carrying out any or all of the responsibilities of the Board hereunder,
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and that references to "the Board" in this Agreement mean the Board in its entirety or any
such designated representative.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, neither the Board nor the
City waive or surrender any of their governmental powers.
13. NO WAIVER.
The failure of any party to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted hereunder shall not constitute a waiver of
that party's right to insist upon appropriate performance or to assert any such right on any
future occasion.
14. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of
any provision of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas — Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
15. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
Board, the City and Developer, and any lawful assign or successor of Developer, and are
not intended to create any rights, contractual or otherwise, to any other person or entity.
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16. FORCE MATEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion,
acts of God, inclement weather, governmental restrictions, regulations, or interferences,
or delays caused by unforeseen construction or site issues, fire or other casualty, court
injunction, necessary condemnation proceedings, acts of another party, its
affiliates/related entities and/or their contractors, or any actions or inactions of third
parties or other circumstances which are reasonably beyond the control of the party
obligated or permitted under the terms of this Agreement to do or perform the same,
regardless of whether any such circumstance is similar to any of those enumerated or not,
the party so obligated or permitted shall be excused from doing or performing the same
during such period of delay, so that the time period applicable to such design or
construction requirement shall be extended for a period of time equal to the period such
party was delayed.
17. SEVERABILITY AND ENFORCEABILITY.
If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired. If any provision of this Agreement shall be held
to be invalid, illegal or unenforceable to the extent that either party is unable to perform
its material obligations hereunder, then the Board, the City and Developer shall negotiate
in good faith a reasonable resolution of the problem, which may be reflected in a written
amendment to this Agreement if reasonably deemed appropriate by the parties.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
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between the Board, the City and Developer, and any lawful assign and successor of
Developer, as to the matters contained herein. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any
provision of this Agreement. This Agreement shall not be amended unless executed in
writing by both parties and approved by the Board and the City Council of the City in
open meetings held in accordance with Chapter 551 of the Texas Government Code.
21. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
BOARD OF DIRECTORS OF
TAX INCREMENT REINVESTMENT
ZONE NUMBER SEVEN, CITY OF
FORT WORTH, TEXAS:
B
Y•
Becky Haskin
Chairperson
Date: 1Z'2 0
[SIGNATURES OF THE CITY AND DEVELOPER IMMEDIATELY FOLLOW ON
NEXT PAGE]
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Tax Increment Financing Development Agreement
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CITY OF FORT WORTH: AIL INVESTMENT, L.P., a Texas
limited partnership:
By: Hillwood Alliance Management,
L.P., a Texas limited partnership,
its general partner
By: Hillwood Alliance GP, LLC,
a Texas limited liability
company, its general partner:
By: JA
'7 Marc O t L. Russel ug lin
Assistant City Ma ager Senior Vice President,
Properties Division
Date: L-e'c. f' ZU vS Date: 30 ` 2vc":�-
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
M&C: C-l 96 03 S-27-03
Attested By: a)"
MaM Hendri_Y
City Sccretary
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EXHIBITS
"A"—TxDOT Agreement
"B"— Map Depicting Location of Public Improvements
"C" —Project Budget for Phase I
"D" —Project Budget for Phase II
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C'1T
t
EXHIBIT A - AGREEMENTS WITH TXDOT
CONTRACT NO
Agreement No. 6XXF6009
Tarrant County
CSJ: 0902-48-194
Northeast Tarrant .County Parkway:
From IH 35K to U.S. 377
80 % Federal 20 % Local
STATE OF TEXAS
COUNTY OF TRAVIS
A G R E E M E N T
(SURFACE TRANSPORTATION PROGRAM -
METROPOLITAN MOBILITY REHABILITATION)
THIS AGREEMENT, is made by and between the State of Texas, acting by and through
the Texas Department of Transportation, hereinafter called the "State" and the
City of Fort Worth, Texas,. acting by and t2-sough its authorized officials
hereinafter called the "City" .
W I T N E S S E T H
WHEREAS, the Intermodal Surface Transportation Efficiency Act of 1991, ("ISTEA")
codified under Title 23 ' U.S.C. Section 101 et seq. , establishes the National
Intermodal Transportation System that is economically efficient and
environmentally sound, provides the foundation for the nation to compete in the
global economy, and will move people and goods in an energy efficient manner; and
WHEREAS, Title 23 U.S.C. Section 133 establishes that surface transportation
programs should be developed and implemented by the States ' Transportation
Agencies; and
WHEREAS, Title 23 U.S.C. Section 134 establishes that Metropolitan Planning
Organizations ( "MPO's") and the States' Transportation Agencies to develop
transportation plans and programs for urbanized areas of the State; and
WHEREAS, the City is a member of the North Central Texas Council of Governments,
a Metropolitan Planning Organization established under the laws of the State of
Texas.
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WHEREAS, the State and the City desire the improvements to Northeast Tarrant
County Parkway from the limits of IH 35 to U.S. 377, as shown in the attached
Exhibit "A", to be hereinafter identified as the "Project"; and
WHEREAS, Title 23 U.S.C. Section 120 establishes that the Federal share of
funding for surface transportation programs for urbanized areas will not exceed
eighty percent (80%) of the cost of the Project; and
WHEREAS, the City has offered to participate in the development and construction
of the Projects by providing funding, preparing the design documentation
acquiring the necessary right-of-way, accomplishing utility adjustments and other
necessary items required by the State; and
WHEREAS, on the e1day of ocrTog,P?- , 191(0, the Fort Worth City Council
passed Resolution No. ZZZ'{' , attached hereto and identified as Exhibit "B",
authorizing the City' s participation in the development of the Project; and
WHEREAS, the State will secure the federal cost share, let the construction
contract, provide the construction inspections, provide other items as required;
and
WHEREAS, on the 30th day of November, 1994, the Texas Transportation Commission
passed Minute Order 104667, attached hereto and identified as Exhibit "C",
authorizing the Project through the State Transportation Improvement Program;
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements of the parties hereto, to be by them respectively kept and performed
as hereinafter set forth, it is agreed as follows:
I. CONTRACT PERIOD
This agreement becomes effective upon final execution by the State and shall
terminate upon completion of the Project or unless terminated or modified as
hereinafter provided.
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2. SCOPE OF PROJECT
A. The State and the City agree that the scope of the Project shall be limited
to the scope authorized by the Texas Transportation Commission.
B. The Project will be designated a part of the State Highway System as a
METROPOLITAN HIGHWAY for the limited purpose of constructing the roadways;
however any existing city roads within the limits of the Project will not be
designated or incorporated therein prior to the State's award of the construction
contract.
C. The City will continue to provide maintenance for all city roads within the
limits of the Project until the State's award of the construction contract.
3. ACQUISITION OF RIGHT-OF-WAY
The City shall perform necessary requirements to provide the desired right-of-way
required for the construction of the Project. The City will comply with and
assume costs for compliance with all the requirements of Title II and Title III
of the Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970, Title 42 U.S.C.A. Section 4601, et seq., including those provisions
relating to incidental expenses by the property owners. Documentation to support
such compliance must be maintained and must be made available to the State and
its representatives for review and inspection.
4. RIGHT-OF-WAY DESCRIPTION
The City shall prepare right-of-way maps, property descriptions and other data
as needed to properly describe the right-of-way which the City is to acquire and
provide for the project. The right-of-way maps and property descriptions shall
be submitted to the State for approval prior to the City acquiring the necessary
right-of-way. Tracings of the, maps shall be retained by the City for its
permanent records.
5. UTILITY ADJUSTMENTS/RELOCATIONS
If the required right-of-way encroaches upon existing utilities and the proposed
highway construction requires the adjustment, removal or relocation of such
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utility facilities, the City and its consultant will establish the necessary
utility work and notify the appropriate utility company to schedule their
adjustments. The City shall be responsible for all costs associated with the
adjustment, removal or relocation of such utility facilities, and such
adjustment, removal or relocation shall be in accordance with applicable State
law, regulations, policies and procedures. In the event additional utilities are
required to be adjusted, removed or relocated during the construction of the
Project, the City will be responsible for all costs associated with the
additional utility work.
6. CERTIFICATION
The City shall provide _ to the State forty-five (45) days prior to the
construction contract let date, a certification that all right-of-way has been
acquired, all environmental problems have been remediated, and all conflicting
utilities have been adjusted to clear the proposed construction.
7. ENVIRONMENTAL MITIGATION
A. The City will be responsible for the mitigation and remediation of any
environmental problems associated with the development and construction of the
Projects. The City shall provide to the State written certification from the ,
appropriate regulatory agency(s) or their designated representative that the
environmental problems have been remedied. The State will not let the
construction contracts until all environmental problems have been remediated by
the City.
B. All costs associated with the remediation of the environmental problems shall
be the responsibility of the City and/or the property owners. These costs will
not be reimbursed or credited towards the City's financial share of the Project.
6. ENGINEERING SERVICES
A. The City will prepare or cause to be prepared the preliminary engineering
necessary for the development of plans, specifications and estimates (P.S.& E) .
Development of the preliminary engineering shall include environmental assessment
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and holding of a public meeting and public hearing. The City must comply with
applicable State and Federal rules and procedures in the selection of its
consultant. The selection procedures to be utilized by the City must have prior
approval by the State and shall comply with 23 CFR Part 172.
B. The P.S. & E. shall be developed by the City or its consultant in accordance
with the State's latest Standard Specifications For Construction Of Highways,
Streets And Bridges or its currently approved revisions.
C. The City shall submit the completed P.S.& E. to the State for review -and
approval. Should the State determine that revisions are required to the P.S.& E. ,
the City shall make the necessary revisions. The State will not let the
construction contract until the P_S.& E. has been approved by the State.
D. The City will submit to the State all documentation relating to actual .costs
incurred associated with the development of the preliminary engineering and the
P.S. & E. Reasonable costs incurred by the City after the City has received
written authorization by the state will be eligible for reimbursement at an
amount not to exceed eighty (800) of the actual cost. The City shall comply with
the cost principles established in ONE Circular A-87, "Cost Principle for State
and Local Governments".
9. CONSTRUCTION FUNDING
A. The total construction, engineering, and right-of-way costs, for the Project
is estimated at $2, 968,750.
B. The State will be responsible to secure the federal share of the . funding
required for the development and construction of the Project. The City will be
responsible for any non-federal participation costs associated with the Project.
C. Upon execution of this agreement, the City will remit a check or warrant made
payable to the "Texas Department of Transportation" in the amount of $29, 687.00.
This amount is based on five percent (5%) of the local participation costs and
State administrative cost. The funds will be utilized by the State to review the
engineering documentation and other incidental costs.
01/24/96 Tf� nl „-
Page 5 of 12 -
D. Sixty (60) days prior to the date set for receipt of the construction bids,
the State will notify the City that its financial share for the construction is
required. The City shall remit a check or warrant in the amount established by
the State within thirty (30) days from receipt of the State's written
notification to the address provided herein.
E. In the event the State determines that additional funding is required by the
City at any time during the development of the Project, the State will notify the
City in writing of the additional amount. The City will make payment to the
State within thirty (30) days from receipt of the State's notification. Upon
completion of the Project, the State will perform an audit of the costs and any
funds due the City will be promptly returned.
10. INDIRECT COST RECOVERY PLAN
Chapter 2106, Texas Government Code, requires the State to recover indirect costs
based on a percentage of the State's actual direct costs to complete the Project.
The indirect costs will be in accordance with the State's Indirect Cost Recovery
Plan and will be based on the City's funding percentage provided herein.
11. CONSTRUCTION RESPONSIBILITIES
A. The State shall advertise for construction bids, issue bid proposals, receive
and tabulate the bids and award a contract for construction of the Project in
accordance with existing procedures and applicable laws. Any field changes,
supplemental agreements or additional work orders which may become necessary
subsequent to the award of the construction contract shall be the responsibility
of the City and subject to the approval of the State.
B. The State will supervise and inspect all work performed by the construction
contractor and will provide such engineering, inspection and testing services as
may be required to ensure that the construction of the Project is accomplished
in accordance with the approved P.S.& E.
C. Upon completion of the Project, the State will issue to the . City a
"Notification of Completion", acknowledging that the Project has been completed.
01/24/96 Type "A"
Page 6 of 12
Upon the City's receipt -of the "Notification of Completion", the roadway will be
removed from the State Highway System and will revert under the jurisdiction of
the City.
12. MAINTENANCE RESPONSIBILITIES
i
Upon completion of the Project, the City will assume responsibility for
maintenance of the completed facility. Should any manufacturer warranties be
extended to the State as a result of this project, the warranties shall be
transferred to the City. The State shall not be held responsible for honoring
any warranty under this agreement.
13. OWNERSHIP OF DOCUMENTS
Upon completion or termination of this agreement, all documents prepared by the
City shall remain the property of the City. All documents prepared by the .State
shall remain the property of the State. All data prepared under this agreement
shall be made available to the State without restriction or limitation on their
further use.
14. TERMINATION
A. This agreement may be terminated by any of the following conditions:
(1) By mutual written agreement and consent of both parties.
(2) By either party, upon the failure.. of the other party to fulfill the
obligation as set forth herein.
B. The termination of this agreement shall extinguish all rights, duties,
obligations and liabilities of the State and City under this agreement.- If the
potential termination of this agreement is due to the failure of the City to
fulfill its contractual obligations as set forth herein, the State will notify
the City that possible breach of contract has occurred. The City should make
every effort to remedy the breach as outlined by the State within a period
mutually agreed upon by both parties.
C. Violation or breach of contract terms shall be grounds for termination of the
agreement, and any increase costs arising from the defaulting party,- breach of
01/24/96 Type "A"
Page 7 of 12
contract or violation of agreement terms shall be paid by the defaulting party.
15. REMEDIES
This agreement shall not be considered as specifying the exclusive remedy for any
agreement default, but all remedies existing at law and in equity may be availed
of by either party to this agreement and shall be cumulative.
16. INDEMNIFICATION
To the extent permitted by law, the City shall indemnify and save harmless the
State, its officers, employees, agents and contractors from all claims and
liabilities due to the activities of the City, its officers, employees, agents
and contractors performed under this agreement and which result from an error,
omission or negligent acts of the City, its officers, employees, agents or
contractors . Additionally, to the extent permitted by law, the city shall save
harmless the State, its officers, employees, agents and contractors from any and
all expenses, including attorneys fees and court costs which may be incurred by
the State in litigation or otherwise resisting said claim or liabilities which
might be imposed on the State as the result of such activities by the City, its
officers, employees, agents or contractors.
17. AMENDMENTS
Any changes in the time frame, character, agreement provisions or obligations of
the parties hereto shall be enacted by written amendment executed by both the
City and the State.
18. COMPLIANCE WITH LAWS
The City shall comply with all federal, state and local laws, statutes,
ordinances, rules and regulations, and the orders and decrees of any courts or
administrative bodies or tribunals in any manner affecting the performance of the
agreement. When required, the City shall furnish the State with satisfactory
proof of the compliance therewith.
01/24/96 Type "A"
Page 8 of 12
19. LEGAL CONSTRUCTION
In case one or more of the provisions contained in this agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof and
this agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
20. NOTICES
All notices to either party by the other required under this agreement shall be
delivered personally or sent by certified or U.S. mail, postage prepaid,
addressed to such party at the following respective addresses:
State: Texas Department of Transportation
2501 Southwest Loop
P.O. Box 6868
Fort Worth, TX 76115-0868
City: The City of Fort Worth, Texas
1000 Throckmorton
Fort Worth, Texas 76102
All notices shall be deemed given on the date so delivered or so deposited in the
mail, unless otherwise provided herein. Either party hereto may change the above
address by sending written notice of such change to the other in the manner
provided herein.
21. SOLE AGREEMENT
This agreement constitutes the sole and only agreement between the parties hereto
and supersedes any prior understandings or written or oral agreements respecting
the within subject matter.
? m
01/24/96T3
Page 9 of 12 &�gg,,
1� U .7Y'T1111, iprryON".
22. INSPECTION OF BOOKS AND RECORDS
The State will, for purpose of termination of the agreement prior to completion,
examine the books and records of the City for the purpose of checking the amount
of the work performed by the City at the time of contract termination. The City
shall maintain all books, documents, papers, accounting records and other
documentation relating to costs incurred under this agreement and shall make such
materials available to the State, Federal Highway Administration (FHWA) or their
duly authorized representatives for review and inspection at its office during
the contract period and for three (3) years from the date of completion of work
defined under this contract or until impending litigation is resolved.
Additionally, the State, FHWA and their duly authorized representatives shall
have access to all records of the City which are directly applicable to this
agreement for the purpose of making audits, examinations, excerpts and
transcriptions.
23. OMB AUDIT REQUIREMENTS
The City shall comply with the requirements of the Single Audit Act of 1984, P.L.
98-502, ensuring that the single audit report includes the coverage stipulated
in paragraphs 6, 8 and 9 of OMB Circular No. A-128.
24. PROCUREMENT AND PROPERTY MANAGEMENT STANDARDS
The City shall adhere to the procurement standards established in Title 49 CFR
Part 18.32 and the property management standards established in Title 49 CFR Part
18.36.
25. CIVIL RIGHTS COMPLIANCE
The City shall comply with the regulations of the Department of Transportation
as they relate to nondiscrimination (49 CFR 21 and 23 CFR 710.405 (B) ) ; also
Executive Order 11246 titled "Equal Employment Opportunity, " as amended by
Executive Order 11375 and as supplemented in the Department of Labor regulations
(41 CFR 60) .
26. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM REQUIREMENTS
01/24/96 Type "A"
Page 10 of 12
The City shall comply with the "Disadvantaged Business Enterprise Program
Requirements" established in 49 CFR Part 23, Subpart D.
27. DEBARMENT CERTIFICATIONS
The City is prohibited from making any award at any tier to any party which is
debarred or suspended or otherwise excluded from or ineligible for participation
in federal assistance programs under Executive Order 12549, Debarment and
Suspension. The City shall require any party to a subcontract or purchase order
awarded under this contract as specified in Title 49 of the Code of Federal
Regulation, Part 29 (Debarment and Suspension) to certify it.s eligibility to
receive federal funds and, when requested by the State, to furnish a copy of the
certification.
01/24/96 Type "A"
Page 11 of 12
IN TESTIMONY HEREOF, the parties hereto have caused these presents to be executed
in duplicate counterparts.
/"HE CI=S
By:
Mike Groomer
Typed Name
Assistant City Manager
Title
( o tt iCP
Date
'
ATTEST:
Contract guthorizatlon
City Secretary
THE STATE OF TEXAS Urate
Executed for the Executive Director and approved by the Texas Transportation
Co=nission under the authority of Stand Alone Manual Notice 9;6-3 for the purpose
and effect of activating and carrying out the orders, established policies or
work programs heretofore approved by the Texas Transportation Commission.
By:
Lawrence J. Zatopek
Typed Name
Director, General Services Division
Title
Dat6
01/24/96 Type "A"
Page 12 of 12
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SENT BY:TXDOT :12-12-34 ; 7 51 TXDOT- 617 370 679 ;# 2
TEXAS TRANSPORTATION COMMISSION
VARIOUS County MINiTTE ORDER Page 1 of 3 Pages
District VARIOUS
WHEREAS, Title 23, United States Code, Sections 134 and 135, as amended by the
Intermodal Surface Transportation Efficiency Act (ISTEA) of 1991, requires each designated
Metropolitan Planning Organization (MPO) and the State, respectively, to develop a
Transportation Improvement Program (171P) as a condition to securing federal funds for
transportation projects under either Title 23 or 49 of United States Code; and
WHEREAS, Section 134(h) requires an MPO to develop its TIP in cooperation with the
state and affected transit operators; to provide citizens, affected public agencies, representatives of
transportation agency employees, other affected employee representatives, private providers of
transportation and other interested parties with a reasonable opportunity to comment on the
proposed TIP; and further requires the TIP to be updated at least once every two years and to be
.approved by the MPO and the Governor; and
WHEREAS, Section 135(f) requires the State to develop:a Statewide Transportation
Improvement Program (STIP) for alt areas of the state in cooperation with those designated
MPOs; and further requires the Governor to provide citizens, affected public agencies,
representatives of transportation agency employees, other affected employee representatives,
private providers of transportation and other interested parties with a reasonable opportunity to
Comment on the proposed STIP; and
WHEREAS, Sections 134(h) and 135(f) specify the respective requirements and eligibility.
criteria for projects to be included in the respective TIPS; and
WHEREAS, by letter dated September 9, 1992, addressed to federal transportation
officials, the Honorable Ann W. Richards, Governor of Texas, has delegated to the Texas
Transportation Commission (the commission) those powers and responsibilities granted to her by
ITEA, save and except,the Recreational Trails programs; and
WHEREAS, the FY 1995-1997 STIP, which was approved by commission Minute
Order 104371, on September 29, 1994, included the FY 1994-1996 TIPs for the
Dallas-Fort Worth, and Houston MPOs; and
WHEREAS, the MPOs in the non-attainment areas of Dallas-Fort Worth and Houston
desire to replace their FY 1994-1996 TIPS in the FY 1995-1997 STIP with new FY 1995-1997
TIPs as shown in Exhibit "A"; and
WHEREAS, the MPOs have presented these-new TIPs for public comments; and
WHEREAS, the final rule on transportation conformity requires the TIP in a non-
attainment area to show a reduction in the"Volatile Organic Compounds (VOC) and Nitiogen
Oxides (NOT); and
WHEREAS;the Houston TIP met the air quality transportation conformity requirements
as promulgated by the federal final rule on transportation conformity; and
T-71vUTIDTT tt(^tt1
TEXAS TRANSPORTATION COMMISSION
VARIOUS County MINUTE ORDER Page 2 of 3 Pages
District VARIOUS
WHEREAS, the Dallas-Fort Worth conformity analysis met the VOC test and not the
NOx test; and
WHEREAS, the Dallas-Fort Worth MPO has adopted its FY 1.995-1997 TIP subject to
receiving a NOx waiver from the federal Environmental Protection Agency (EPA); and
WHEREAS, the commission, at its meeting on October 27, 1994, reviewed the drafts of
the TIPs for the non-attainment areas of Dallas-Fort Worth and Houston and by commission
Minute Order 104500 directed the executive director to conduct or have conducted a public
hearing on these TIPs and to report public comments together with the department's
recommendations or responses for final action by the commission at the earliest date consistent
with applicable policies and procedures; and
WHEREAS, widespread notice was made available for review and comment at each of the
department's twenty-five (25) district offices, and at the department's headquarters in Austin, to
provide input from citizens, affected public agencies, representatives of transportation agencies
employees, other affected employee representatives, private providers of transportation and other
interested parties in accordance with Sections 134 and 135 of the United States Code; and
WHEREAS, a public hearing on these T11Ps was held at the department's offices at
200 East Riverside Drive in Austin, Texas, on November 18, 1994; and
WHEREAS; oral and written comments received due to this hearing process were
analyzed and the.department's responses and recommendations were submitted to the commission
for consideration as reflected in Exhibit "B"; and
WHEREAS, the commission finds that the requisites of Section 134 have been satisfied as
they pertain to the MVOs' TIPs subject to receiving a NOx waiver from the EPA in the
Dallas-Fort Worth area;
NOW, THEREFORE, PURSUANT TO THE AUTHORITY DELEGATED TO THIS
COMMISSION BY THE GOVERNOR OF TEXAS, IT IS ORDERED THAT the Houston
FY 1995-1997 TIP is hereby approved; and
IT IS FURTHER ORDERED that the Dallas-Fort Worth FY 1995-1997 TIP is approved
subject to receiving an EPA NOx waiver; and
SENT BY`TXDOT :12-12-94 7 :52 TXDOT- 817 370 6759:33 3
TEXAS TRANSPORTATION COMMISSION
VARIOUS County MMM ORDER Page 3 of 3 Pages
District VARIOUS
IT IS FURTHER ORDERED that the FY 1995-1997 STIP is hereby amended by taking
appropriate actions on projects as shown in Exhibit "A.."
Submitted by: Review by:
dD. 9,�
Dir r, mnsportatioa P ring and Deputy Executive Director for
Progrannz Division Transportation Planning and Development
emmendedby:
Executive Director
Minute Number 10�b�`�'
Date Passed t i 1 V 30 94
TRANSPOR7ATI0N IMPROVEMEt 'OGRAM OCTOBER 21, 199L
FORT WORTH
DALLAS-FORT WORTH MPO
FY 1996
---------------------------------------------------------------------------------------------------------
DISTRICT NAME OR DESIGNATION PROJ. ID IFED PROG FEDERAL COMMENTS
COUNTY LOCATION (FROM) F. CLASS IST. CAT. STATE
LOCATION (TO) LANES PHASE LOCAL
CSJ DESCRIPTION OF WORK LENGTH MPO TOTAL
-- +- -----------------------------------------------+----------+--------+----------+---------------
FORT WORTH 11H 35W TXDOTINT-C S38,858,580101/96
TARRANT IAT INTERCHANGE WITH IH 30 IN FT WORTH 1 1 4,317,620
(CENTRAL INCREMENT) 4 C,E,R 0
0014-16-165 RECONSTRUCT PARTIAL INTERCHANGE & TRAFFIC MANAGEMENT SYSTEM 0.951 1106 $43,176,200
—+ ---------------------------------------------------+---------+------^-+-------+-------------
FORT WORTH IH 30 TXDOT INT-M 17,1.97,300 10/95
TARRANT OAKLAND BLVD 1 2 799,700
DALLAS COUNTY LINE 6 C,E 0
1068-02-9CY1 UPGRADE TO STANDARDS & REPLACE COTTONWOOD CREEK BRIDGE 12.840 1106 17,997,000
-- + ---------------------------------------------+---------+-------+-----------+-------------
FORT WORTH fM 157 TXDOT NHS-M 1548,000 04/96
TARRANT ABRAM ST 3 3A 137,000
BORDER ST 4 C,E 0
0747-04-041 WIDEN 4 LANE TO 6 LANE DIVIDED URBAN 0.167 1106 1685,000
---+-----------------------------------------------------------+-----------+--------+----.. 1.+. -----------
FORT WORTH fM 157 TXDOT NHS-M S1,336,00010-4/96
TARRANT MITCHELL ST 3 3A 334,000
PARK ROW 4 C,E 0
0747-04-042 WIDEN 4 LANE TO 6 LANE DIVIDED URBAN 0.500 1106 11,670,000
---------------------------------------- -------+----------------
FORT WORTH IH 30 TXDOT NHS-M 15,312,000 01/96
TARRANT 0.4 MI WEST Of SUMMIT AVE 1 3A 1,328,000
SUMMIT AVE 4 C,E,R 0
1068-01-150 RECONSTRUCT 8 LANE FREEWAY (MAIN LANES) & TMS 0.407 1106 S6,61.0,000
+------ -------------------------------------------------*----------+-------+---------+--------------
FORT WORTH IH 30 TXDOT NHS-M $12,392,800101/96
TARRANT SUMMIT AVE 1 3A 3,098,200
HEMPHILL ST IN FORT WORTH 4 C,E 0
l i
1068-01-156 CONSTRUCT MAIN LANES & RAMPS FOR FWY RECONSTRUCTION & TMS 0.618 1106 515,491,000
— —+----------------------------------------------------+----------+- ------+---------+----------------i
FORT WORTH BS 114L COG d 2723 STP-MM 12,654,400 09/96
TARRANT MAIN STREET IN GRAPEVINE 3 4C 663,600
SH 26 2 C,E 74,000
0353-07-012 RECONSTRUCT TO 4 LANES W/ CONTINUOUS LEFT TURN LANE & SHLDRS 0.700 1106 13,392,000
--+ -------------------------------------------------+-----------+-------+------+--------------=-
FORT WORTH CS COG # 147 JSTP-MM 11,626,400 09/96
TARRANT ISP 303 5 4C 0
MAYFIELD RD IN ARLINGTON (ON COLLINS ST) 4 C,E 406,600
0902-48-944 WIDEN FROM 4 TO 6 LANES 1.100 1106 12,033,000
— --+---------------—----------------------------------------+----------+------+--- -+-------------
FORT WORTHCS COG # 249 STP-MM 1640,00009/96
TARRANT PLEASANT RIDGE RD. '5 4C 0
LITTLE RD. IN ARLINGTON ON POLY WEBB RD 2 C,E 160,000
0902-48-950 WIDEN 2 TO-4 LANES- 0.900
11106 1800,000
------------------------+-----------+------- --------------
FORT WORTH CS COG k 1348 STP-MM 12,375,000 09/96
TARRANT IH 35W (ON NE TARRANT COUNTY PKWY) 5 4C 0
.......� US 377 IN FT WORTH 0 C,E,R 593,750
0902-48-959 CONSTRUCT 2 LANES ON NEW LOCATION 3,500 1106 $2,968,750
- ---- -----------------------------------------+---------+-------+— --+--------------
FORT WORTH CS COG # 1759 STP-MM 1260,000 09/96
TARRANT US 377 5 4C 0
WHITLEY RD IN KELLER (ON WILSON LANE) 0 C 65 000
0902-48-960 CONSTRUCT 2 LANES ON NEW LOCATION 0.200 1106 1325,000
--*--------------------------------------------------+-------+--- +--------+---------------
FORT WORTH CS COG k 1758 STP-MM 5564,000 09/96
TARRANT WHITLEY RD 5 4C 0
RUFE SNOW DR IN KELLER (ON WILSON LANE) 0 C 141,000
0902-48-962 CONSTRUCT 2 LANES ON NEW LOCATION 0.900 1106 5705,000
- .__-- -----------------------------------------+---------+------+r_ + -----------
FORT WORTH CS COG A' 4145 STP-MM 1251,100 12/95
TARRANT SUBSIDIZED VAN POOL PROGRAM FOR FWTA 7 4C 0
9902-48-906 0 T 213.900 TRAFFIC DEMAND MANAGEMENT 0.001 1106 5465,000
PHASE: E=ENGINEERING, C=CONSTRUCTION, R=ROW, T=TRANSFER
V11 .23
■
r f
CJTY 5t\.,. -tTARY
CONTRACT N4
Agreement No. 6XXF6009 '' '`°R o ?�
Tarrant County
CSJ: 0902-48-194
Northeast Tarrant County Parkway
From IH 35W to U.S. 377
.STATE OF TEXAS §
COUNTY OF TRAVIS §
SUPPLEMENTAL AGREEMENT NO. I
FOR THE SURFACE TRANSPORTATION PROGRAM- METROPOLITAN
MOBILITY REHABILITATION
This supplemental agreement to the Surface Transportation Program is made by and between the
State of Texas, acting by and through the District Engineer of the Texas Department of
Transportation, hereinafter called the "State", and the City of Fort Worth, hereinafter called the
"City".
WHEREAS, the State and the City executed an agreement on the LL1h day of November, 1996, and
entered into an agreement concerning the improvements under the Surface Transportation Program;
and,
WHEREAS, this agreement was originally prepared for reimbursement of engineering and
construction,
NOW THEREFORE, premises considered, the State and the City agree that said agreement is
amended as follows:
Page I of 12. It has become.necessary to amend Article 3 of the agreement,
.AC Q1 TiSTTTON OF RIG141-OF-WAY,to revised and add wording to reimburse the
City for right-of-way acquisition as follows:
3. AC QIJTSTTTON OF RJG14T-OF-WAY
A. The City shall assume all costs and perform all necessary requirements to provide title in name
of City to the desired right-of-way required for the construction of the Project, which title shall be
acceptable to the State. The City shall provide all right-of-way free and clear of all improvements
and/or encroachments. The City will comply with and assume the costs for compliance with all the
requirements of Title II and Title III of the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970,Title 42 U.S.C.A. Section 4601, et seq., including those provisions
relating to incidental expenses incurred by the property owners in conveying the right-of-way to the
Page 1 of 2
CITY 5ECURRY
P7 M7- 79W .
City, and benefits applicable to the relocation of any displaced person as defined in 49 CFR, 24.2
(g). Documentation to support such compliance must be maintained and must be made available to
the State and its representatives for review and inspection. The City shall secure and provide
easements over any other land in addition to normal right-of-way as may be indicated on the
approved right-of-way map. The City will be responsible for any additional right-of-way required
for the completion of the Project.
B. In the event the right-of-way is donated to the City after the federal authorization date for
acquisition of right-of-way, the City will provide all documentation to the State regarding the value
of the acquired property. The State will review the City's appraisal of the donated property to
determine the fair market value. The fair market value of donated right-of-way will be credited
towards the City's financial share towards the cost of the Project.
C. The State will not reimburse the City any funds in the event that the right-of-way was purchased
before written authorization by the State of the fair market value of the donated property and it
exceeds the City's financial share towards the Project.
D. The City agrees to make a determination of property values for each right-of-way parcel by
methods acceptable to the State and to submit to the State's District Office a tabulation of the values
so determined, signed by the appropriate City representative. Such tabulations shall list the parcel
numbers, ownership, acreage, and recommended compensation. Compensation shall be shown in
the component parts of land taken, itemization of improvements taken, damages (if any) and the
amounts by which the total compensations will be reduced if the owner retains improvements. This
tabulation shall be accompanied by an explanation to support the determined valued, together with
a copy of information of reports used in arriving at all detennined values.• Expenses incurred by the
City in performing this work may be eligible for reimbursement after the City has received written
authorization by the State to proceed with determination of right-of-way values. The State will
review the data submitted and may base its reimbursement for parcel acquisitions on the values
which are determined by this review.
E. Condemnation proceedings will be initiated at a time selected by the City and will be the City's
responsibility at its own expense as hereinafter indicated. The City will concurrently file
condemnation proceedings and a notice of lis pendens for each case in the name of the City, and in
each case so filed the judgment of the court will decree to the City title to the property condemned.
F. Court costs of Special Commissioners' hearings assessed against the City in condemnation
proceedings and fees incidental thereto will be paid by the City. Such costs and fees incurred after
written authorization by the State to proceed with condemnation will be eligible for reimbursement
at an amount not to exceed Pi hty percent (M%) of the actual cost under the established
reimbursement procedure provided such costs and fees are eligible for payment.
G. Reimbursement will be made to the City for right-of-way purchased in an amount not to exceed
dghty percent (S.Q%) of the cost of the right-of-way purchased in accordance with the terms and
provisions of this agreement. Reimbursement will be in the amount not to exceed eighty percent
($Q%) of the State's predetermined value of each parcel, or the net cost thereof, whichever is the
Page 2 of 3
lesser amount. In addition, reimbursement will be made to the City for necessary payments to
appraisers, expenses incurred in order to assure good title to property acquired and costs associated
with the relocation of displace persons or personnel property as well as incidental expense incurred
in conveying the needed right-of-way to the State. Reimbursement shall not exceed eighty percent
(0%) of such documented costs. If condemnation is necessary and title is taken as set forth herein
under paragraph E, the participation by the State shall be based on the final judgment, conditioned
upon the State having been notified in writing prior to the filing of such suit and upon prompt notice
being given as to all action taken therein.
All other terms and conditions of the contract are unchanged and remain in full force and effect.
Page 3 of 4
IN WITNESS WHEREOF, the State and the City of Fort Worth have executed this supplemental
agreement in duplicate.
THE CITY OF FORT WORTH THE STATE OF TEXAS
Executed for the Executive Director and
approved for the Texas Transportation
By: Commission for the purpose and effect of
Signature activating and/or carrying out the orders,
established policies or work programs
Mike Groomer, Asst. City Manager heretofore approved and authorized by the
Title Texas Transportation Conunission under the
4 11-7 1
97 authority of Minute Order Number 100002.
Date
By:
Charles W. Heald, P.E.
ATTEST: District Engineer
Date
City Secretary
Page 4 of 4
CITY SECRETARY
CONTRACT NO.
Agreement No. 6XYF6009 _
)EP
Tarrant County
CS7: 0902-48-194
Northeast Tarrant County Parkway
From IH 35W to U.S. 377
STATE OF TEXAS §
COUNTY OF TRAVIS §
SUPPLEMENTAL AGREEMENT NO. 2
FOR THE SURFACE TRANSPORTATION PROGRAM- METROPOLITAN
MOBILITY REHABILITATION
THIS SUPPLEMENTAL AGREEMENT to the Surface Transportation Program is made by and
between the State of Texas, acting by and through.the Texas Department of Transportation,
hereinafter called the "State", and the City of Fort Worth,hereinafter called the"City".
WHEREAS,the State and the City executed an agreement on the 11th day of N ovember, 1996,and
entered into an agreement concerning the improvements under the Surface Transportation Program;
and,
WHEREAS, this agreement was originally prepared for reimbursement of engineering and
construction,
NOW THEREFORE, premises considered, the State and the City agree that said agreement is
amended as follows:
Page 6 of 12. It has become necessary to modify Article 11 of the agreement,
C`ONSTRUf:TION RF.SPONSTR11 TT 1 to revise and add wording to allow the
City to use Tarrant County forces to construct the project:
3. CONSTR TCTION RF.SPONSYBYI =.g
A The County will construct all portions of the Project with County forces in accordance with the
plans and applicable laws. Any field changes, supplemental agreements or additional work orders
which may become necessary subsequent to the County beginning work with County forces shall
be the responsibility of the County and subject to the approval of the State.
B. The State shall make suitable, frequent and complete inspection of all materials, equipment and
construction work in order to determine that the construction meets all applicable requirements of
Page 1 of 3 �` !! t "'�'
O Qv s=.e '�E�r� C,
Cil it;
the plans and specifications for operation and maintenance by the City after its completion.
C. The County will provide opportunities, facilities and representative samples as may be required
to enable the State to carry on suitable, frequent and complete inspection of all materials and
applicable methods, sufficient to afford determination and certification by the State that the
construction complies with the requirements of the approved plans and specifications. The State will
promptly notify the County of any failure of materials, equipment or construction methods, and the
County will take such measures as necessary to obtain acceptable construction procedures without
delay. 4
D.Upon completion of the Project, the State will issue to the City a"Notification of Completion",
acknowledging that the Project has been completed.
Page 11 of 12. It has become necessary to add Article 28 of the agreement,
PRRSONNF.T., _F TTTPMF.NT & TABOR, to allow the use of County forces and
equipment to construct the project:
28. PERSONNEL, ECS TTP ,NT & ,ABOR
A. The County will use labor and.supervisory personnel employed directly by the County, as well
as use County owned machinery, equipment and vehicles necessary for the work. In the event that
the County does not have the necessary machinery,equipment and vehicles necessary to perform the
work, the machinery, equipment and vehicles may be rented or leased as necessary at the low bid
price submitted by at least two approved bidders. Procurement for materials and services shall be
acquired in accordance with 49 CFR 18.36.
B. The County will not ask for reimbursement for the use of County forces or County owned
equipment. The County will ask for reimbursement for any rental equipment that is required for the
construction of the project.
C. Any materials purchased by other means than the required procurement procedures,will be made
only if such procedures are shown to be in the public interest and provided that the State shall have
give prior approval for the use of said materials. All materials used for the work shall be new and
undepreciated.
Page 2 of 3
Page 1l of 12. It has become necessary to add Article 29 of the agreement,
TNT .R T.O(''AT. A TRRF.1viRNT, to allow the City to use Tarrant County forces to
construct the project.
29. INTERLOCAL AGREEMENT
A_ The City will enter into an Interlocal Agreement to allow Tarrant County forces to construct the
project. This Agreement will be fully executed by both parties and attached to the original
agreement between the State and the City as Exhibit"D."
All other terms and conditions of the contract are unchanged and remain in full force and effect.
IN WITNESS WHEREOF, the State and the City of Fort Worth have executed this supplemental
agreement in duplicate.
THE CITY OF FORT WORTH THE STATE OF TEXAS
Executed for the Executive Director and
approved for the ' Texas Transportation
By: Commission for the purpose and effect of
Z�-- ignature Mike Groaner activating and/or carrying out the orders,
established policies or work programs
Assistant City Manager heretofore approved and authorized by the
Title Texas Transportation Commission under the
authority of Minute Order Number 100002.
Date
By:
J. Zatopek,Director
ATTEST: General Services Division
/��- 3 - � 7
Date
City Secretary
r
Contract Author tion AND LEGALITY:
AE'SOYSD AS TO PON
Date
A"iet City AttormY
Page 3 of 3
0�..- C ' SECRETARY
C,.,-JTRACT NO.
CS7: 0081-12-020 & 031
Proj ect Name: IH 35W at North Tarrant
Parkway(Hillwood Phase II)
STATE OF TEXAS § Funding Categories: 15 CHP
COUNTY. OF TRAVIS §
LOCAL TRANSPORTATION PROJECT
ADVANCE FUNDING AGREEMENT
For an Federal Innovative Project
THIS Local Project Advance Funding Agreement(LPAFA) is made by and between the State
of Texas, acting by and through the Texas Department of Transportation, hereinafter called the
"State", and the City of Fort Worth, acting by and through its duly authorized officials,
hereinafter called the"Local Government."
WITNESSETH
WHEREAS, a Master Agreement between the Local Government and the State has been
adopted and states the general terms and conditions for transportation projects developed through
this LPAFA; and,
WHEREAS,the Texas Transportation Commission passed Minute Orders 100824 that provides
for the development of, and funding for, the project describe herein; and,
WHEREAS, the Governing Body of the Local Govemment has approved entering into this
LPAFA by resolution or ordinance dated G- S-LoQ1 ,which is attached hereto and
made a part hereof as Attachment A for development of the specific project which is identified in
the location map shown as Attachment B.
NOW,THEREFORE,in consideration of the premises and of the mutual covenants and
agreements of the parties hereto,to be by them respectively kept and performed as hereinafter set
forth, it is agreed as follows:
AGREEMENT
1. The period of this LPAFA is as stated in the Master Agreement, without exception.
2. Termination of this LPAFA shall be under the conditions as stated in the Master
Agreement,without exception.
3. Amendments to this LPAFA shall be made as described in the Master Agreement,
without exception.
i
4. Scope of Work
The scope of work for this LPAFA is described as the following:
1. The Local Government will provide the PS&E package for the construction of the
interchange of North Tarrant Parkway and IH 35W including the interchange bridge,
ramps and frontage roads.
2. The Local Government will be reimbursed eighty-percent (80%) for the development
of the PS&E package.
3. The Local Government will fund 100% of the construction of the ramps and frontage
road above the fixed amount of federal finding, which is $5,385,453 less all
applicable preliminary engineering charges for the development of the PS&E package
described in Item 1.
4. The State will fund 100% of the construction of the North Tarrant Parkway bridge
over IH 35W including approaches.
5. Right of Way and Real Property shall be the responsibility of the Local Government, as
stated in the Master Agreement, without exception.
6. Adjustment of utilities will be provided by the Local Government as required and as
stated in the Master Agreement without exception.
7. Environmental Assessment and Mitigation will be carried out as stated in the Master
Agreement,without exception.
8. Compliance with Texas Accessibility Standards and ADA will be as stated in the Master
Agreement,without exception.
9. Architectural and Engineering Services will be provided by the Local Government, The
Local Government is responsible for performance of any required architectural or preliminary
engineering work. The State will review and comment on the work as required to accomplish
the public purposes of the Local Government. The Local Government will cooperate fully
with the State in accomplishing these local public purposes to the degree permitted by State
and Federal law.
10. Construction Responsibilities will be carried out by the State, as stated in the Master
Agreement,without exception.
11. Project Maintenance will be undertaken as provided for in the Master Agreement,
without exception.
12.Local Project Sources and Uses of Funds
a. Project Cost Estimate: A Project Cost Estimate is provided in Attachment C.
b. A Source of Funds estimate is also provided in Attachment C. Attachment C shows the
percentage and absolute dollar amount to be contributed to the project by federal, state,
and local sources.
c. The Local Government is responsible for all non-federal and non-state funding, including
all project cost overruns, unless provided for through amendment of this agreement.
d. After execution of this LPAFA,but prior to the performance of any work by the State, the
Local Government will remit a check or warrant made payable to the"Texas Department
of Transportation" in the amount specified in Attachment C as the local contribution for
Preliminary Engineering. The Local.Government will pay at a minimum its funding
share for this estimated cost of preliminary engineering as stated in the Local Project
Sources and Uses of Funds provision of the Master Agreement.
e. Sixty (60) days prior to the date set for receipt of the construction bids, the Local
Government shall remit its remaining financial share for the State's estimated
construction oversight and construction costs and any others costs owing.
f. In the event the State determines that additional funding is required by the Local
Government at any time during the development of the Project, the State will notify the
Local Government in writing. The Local Government will make payment to the State
within thirty (30) days from receipt of the State's written notification.
.13. Incorporation of Master Agreement Provisions
This LPAFA incorporates all of the governing provisions of the Master Advance Funding
Agreement(MAFA) in effect on the date of final execution of this LPAFA,unless such
MAFA provision is specifically excepted herein.
14. Signatory Warranty
The signatories to this agreement warrant that each has the authority to enter into this
agreement on behalf of the party represented.
3
IN TESTIMONY HEREOF, the parties hereto have caused these presents to be executed in
duplicate counterparts.
THE LOCAL GO T
By: —
igna Mike droomer
Title: Assistant City Manager
Date: (8 jot
THE.STATE OF TEXAS
Executed for the Executive Director and approved for the Texas Transportation Commission for
the purpose and effect of activating and/or carrying out the orders, established policies or work
programs heretofore approved and authorized by the Texas Transportation Commission.
By: 0, �t
Jennif . Soldano,Director
Contr ct Services Office
Date: ylG�
Approved As To Form And Legality
ATEBY
Z.
Z
Assistant 'ty Attorney
Contract Authorization
0
Date
ATTACHMENT
A Resolution
No. z7
A RESOLUTION APPROVING A LOCAL TRANSPORTATION
PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS
DEPARTMENT OF TRANSPORTATION FOR A CONGRESSIONAL
HIGH PRIORITY PROTECT FOR A NEW INTERCHANGE AT
IH-35W AND NORTH TARRANT PARKWAY
WHEREAS, the Transportation Equity Act for the 2151 Century
(TEA-21) established a Congressional High Priority Program to increase
safety, access, and transportation mobility on the Interstate Highway
System; and
WHEREAS, the Texas Transportation Commission approved a new
interchange at IH-35W and North Tarrant Parkway under the Texas
Department of Transportation (TxDOT) Discretionary Program; and
WHEREAS, the total estimated cost for the project is $6,654,761.
The Federal and State participation is estimated to be $5,722,843 of the
actual cost of the project and the City participation is estimated to be
$931,918 of the actual cost of the project; and
'WHEREAS, the scope of work for the new interchange at IH-35W
and North Tarrant Parkway consists of the following:
• TxDOT will fund 100% of the construction of the North
Tarrant Parkway bridge over IH-35W including approaches.
• The City will find 100% of the constriction of the ramps and
frontage roads above the fixed amount of federal funding,
which is $5,385,453 less all applicable preliminary engineering
charges for the development of the plans, specifications, and
estimates package.
• The City will provide the plans, specifications, and estimates
package for construction of the interchange including the
bridge, ramps, and frontage roads.
• The City will be reimbursed eighty-percent (80%) for the
development of the plans, specifications, and estimates
package.
NOW THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF FORT WORTH, that the City Council authorizes the.
City Manager to execute a Local Transportation Project Advance Funding
Agreement with the Texas Department of Transportation for a Congressional
High Priority Project for a new interchange at IH-35 vV and North Tarrant
Parlctivay.
ADOPTED this day of ,J w �G , 2001
Mayor Kenneth Barr
r
ity Secretary
APPROVED AS TO FORM AND LEGALITY
Assistant City Attorney APPROVED
CITY COUNCIL
JUN 5 2001
cit7 Teas
A T ACHMENT B
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A Resolution N0. 2224
RESOLUTION ACCEPTING THE PROVISIONS OF
TEXAS TRANSPORTATION COMMISSION MINUTE ORDER
THE STATE 6F TEXAS § Fort Worth Texas
COUNTY OP TARRANT § October 8 19 96
MOTION was made by Counci 1 MpmhPr Wnndc and seconded by Council Member
McCray that the resolution and surface transportation program
agreement be adopted to
accept the provisions contained in Minute Order 10466.7 passed by the
Texas. Transportation Commission On November 30, 1994, for the improvement
by the Texas Department of Transportation of the project described below:
NORTH TARRANT COUNTY PARKWAY FROM IH-35W TO IIS 377
VOTE on the motion was as follows:
ayor 'Pro Tempore Becky Haskin, Eugene McCray, Jewel Woods, Bill
Council Member Jim Lane, Chuck Meadows, Virginia Webber and
Silcox
Cathy Hirt
WHEREUPON the motion was declared approved
THE STATE OF "TEXAS
' COUNTY OF TARRANT
I hereby certify that the foregoing is a true and correct copy of the
order passed by the Fort Worth City Council
on October 8 19 96
(Seal)
City Secretary or County Clerk
APPROVED
CITY COUNCIL
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Exhibit "E"
Description of Source Property (p. 1.of 3)
Being a tract of land situated in the William McCowen Survey, Abstract No. 99, Tarrant County,
Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at the an axle found at the southwest corner of that Tract 1 as described in a Deed
to Ellesmere Investments Corporation, N.V. as recorded in Volume 6617, Page 99 of the County
Records of Tarrant County, Texas, said point being called the southwest corner of said
McCowen Survey therein;
THENCE northerly along the west line of said Ellesmere Tract and along the west line of said
McCowen Survey at 2466.71 feet pass a 5/8 inch iron rod in the southerly right-of-way line of
Harmon Road where it turns north, and continue on passing the southerly right-of-way line of
.• State Highway No. 287 and there leaving said Ellesmere tract and continuing northerly across
said Highway 287, and along Harmon Road and along the West line of said McCowen Survey
passing Hicks Road to an ell corner in said McCowen Survey, and being the point where
Harmon Road turns to the East and is then called Golden Heights Road, said point also being in
the south line of the Josiah Walker Survey, Abstract No. 1063;
THENCE Easterly 2671 feet, along the line common to said McCowen Survey and Walker
Survey, and along Golden Heights Road to the southeast corner of said Josiah Walker Survey,
said point being the most northerly northeast corner of that Tract 2, as described in a Deed to
Guy Foley and A.A. Allen as recorded in Volume 1663, Page 208 of said County Records, said
point also being the point of beginning of City of Fort Worth Annexation Ordinance No. 9689;
THENCE Southerly 4068 feet leaving said common survey line, and leaving said road along the
easterly west line of said Foley and Allen Tract and along the boundary of said Annexation
Tract.
THENCE easterly 1576 feet along the boundary of said annexation tract to the westerly right-of-
way line of Interstate Highway 35W, said point being the northwest corner of a judgment filed in
Volume 4186, Page 386 of said County Records;
THENCE continuing easterly across Highway 35W, 350 feet to the easterly right-of-way line of
said Highway 35W;
THENCE northerly 4845 feet more or less along the easterly right-of-way line of said Highway .
35 W, to the southerly right-of-way line of Golden Triangle Boulevard;
THENCE Easterly 2420 feet more or less, along the southerly right of way line of said Golden
Triangle Boulevard to the westerly right-of-way line of Old Denton Road, said point being the
northeast corner of that tract of land described in a Deed to H.R. Perot as recorded in Volume
8494, Page 1570 of said County Records;
Exhibit Eti�
Description of Source Property (p. 2 of 3)
THENCE Southerly 14,870 feet more or less, along the westerly right-of-way line of said Old
Denton Road to a point in the southerly line of that tract of land described in a Deed to H. R.
Perot (Tract V) as recorded in Volume 8279, Page 2263;
THENCE Westerly 2945 feet along the southerly line of said Perot Tract (Vol. 8279, Page 2263)
to the easterly right-of-way line of said Highway 35 W;
THENCE Southerly along the easterly right of way line 1500 feet more or less, to the south line
of said McCowen Survey;
THENCE Westerly along the south line of said McCowen survey crossing said Highway 35W,
and then crossing to the westerly right-of-way line of said Highway 287, passing the southeast
corner of said Ellesmere Investments Tract and continuing along the south line of said
McCowen Survey and along the south line of said Ellesmere tract 3876.76 feet from the
southeast corner of said Ellesmere tract as called for in said Deed to the POINT OF
BEGINNING, and containing 2,518 acres of land, more or less.
BUT SPECIFICALLY EXCLUDING THE PROPERTY DESCRIBED ON P. 3 OF THIS DESCRIPTION
E h i bit--nE,,
Description of Source Property (p. 3 of 3)
THE SOURCE PROPERTY SPECIFICALLY EXCLUDES THE FOLLOWING PROPERTY:
Being a tract of land situated in the William McCowen Survey, Abstract No. 999, Tarrant
County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at the northwest corner of that tract of land described by deed to Societe Generale
Financial Corporation as recorded in Volume 14738, Page 59 of the County Records of Tarrant
County, Texas, said point being in Harmon Road, and in the west line of said William McCowen
Survey;
THENCE N 00°00'00" E, 6134.78 feet with Harmon Road to an ell corner of said William
•McCowen Survey, and being the point where Harmon Road turns East and is then called Golden
Heights Road, said point being in the south line of the Josiah Walker Survey, Abstract No. 1063,
and also being in the south right-of-way line of Park Glen Boulevard;
THENCE S 89°03'23" E, 2671.40 feet, along the common line of the William McCowen Survey
and Josiah Walker Survey, and Golden Heights Road to the southeast corner of said Josiah
Walker Survey, said point being the most northerly northeast corner of that Tract 2, as described
by Deed to Guy Foley and A.A. Allen as recorded in Volume 1663, Page 208 of said County
Records, said point also being the point of beginning of City of Fort Worth Annexation
Ordinance No. 9689;
THENCE S 00°03'21" W, 5552.00 feet leaving said common survey line, and leaving said road.
along the easterly west line of said Guy Foley and A.A. Allen tract and along the boundary of
said Annexation tract;
THENCE N 89058'26" W, at 420 feet crossing the north right-of-way line of Park Glen
Boulevard and continuing for a total distance of 902.63 feet;
THENCE S 00°00'00" W, 3124.71 feet;
THENCE S 89°24'01" W, 1763.09 feet to a point in Harmon Road;
THENCE N 00000'00" E, 2603.96 feet with Harmon Road to the POINT OF BEGINNING and
containing 468 acres of land more or less.
This document was prepared under 22 TAC 663.21, does not reflect the results of an on the
ground survey, and is not to be used to convey or establish interests in real property except those
rights and interests implied or established by the creation or reconfiguration of the boundary of
the political subdivision for which it was prepared.
C&B Job No. XXXX
J:VOB\PLAY\STAN\GEO\PROJDBS\OUTPUTNTIFLGL.doc February 13, 2003
Pagel of]
City of Fort Worth, Texas
4VIvigorr And Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
5/27/03 C-19603 20NTP-2 1 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/IH-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Community
Development Agreement with AIL Investment, L.P. (AIL) to provide funding for the construction of the
North Tarrant Parkway/IH-35W Interchange and North Tarrant Parkway from IH-35W to Rainey Lake
Road.
DISCUSSION:
AIL is a limited partnership affiliated with Hillwood, Inc. (Hillwood). Because the City does not currently
have all of the funds necessary to proceed with the construction of North Tarrant Parkway, AIL has
volunteered to advance a portion of those funds so that the construction project may proceed as
planned.
Staff recommends dividing the current construction of North Tarrant Parkway from IH-35W to US 377
into construction phases to match funding availability. The first phase would include construction of a
four-lane divided roadway from the North Tarrant Parkway/IH-35W Interchange to east of Rainey Lake
Road. To match TxDOT's construction schedule, the first phase would be separated into two
construction plan sets. The initial construction would be the IH-35 interchange with the roadway section
between IH-35 and Rainey Lake Road to follow in a separate construction contract. These two
construction projects would be coordinated with the City, TxDOT, and adjacent property owners. They
will provide a four-lane "rural" roadway between IH-35 to the existing two-lane rural section.
The second construction phase would include the north two lanes from east of Rainey Lake Road to US
377.
On May 13, 2003, Mayor and Council Communication C-19591 was submitted to the City Council for
consideration. The City recently received a letter from TxDOT stating that $717,538 in federal funds
would be available for the interchange. As a result, the amount of the developer's contribution for
construction of these two projects was reduced by this amount. However, the amount for contingencies
for the project was increased by a corresponding amount. With the additional $717,538 available for
contingencies, the project would be unlikely to go over the amount of the developer's cap.
The anticipated cost distribution for these two construction projects are noted below:
• Phase I - Interchange Ramps and Frontage Roads
City funds = $ 931,918
Developer funds = $1,582,787
City of Fort Worth, Texas
qVC1.40ir el"d Council commu"icatio"
DATE REFERENCE NUMBER 7LOG NAME PAGE
5/27/03 C-19603 20NTP-2 2 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/IH-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
• Phase II - Completion of Road between IH-35W to Rainey Lake Road
City funds = $950,000
Developer funds = $429,263
• In the event the total City cost for both projects exceeds $4,611,506, then:
- The developer funds up to an additional $2,632,966 for contingencies;
- The City funds any additional amounts in excess of $2,632,966
Histo
On October 8, 1996 (M&C C-15688), the City Council authorized the execution of a Surface
Transportation Program - Metropolitan Mobility (STP-MM) agreement with the Texas Department of
Transportation (TxDOT) for construction of North Tarrant Parkway from US 377 to IH-35W.
On October 12, 1999 (M&C C-17684), the City Council authorized the execution of an engineering
services agreement with Carter & Burgess, Inc. to prepare the final design plans for construction of
North Tarrant Parkway from US 377 to IH-35W.
On June 5, 2001 (M&C G-13261), the City Council authorized the execution of a Local Project Advance
Funding Agreement with TxDOT for construction of North Tarrant Parkway/IH-35W Interchange.
On July 10, 2001 (M&C C-18648), the City Council authorized the execution of an engineering services
agreement with Carter-Burgess, Inc. to prepare the final design plans for construction of the North
Tarrant Parkway/IH-35W Interchange.
On May 14, 2002 (M&C C-19078), the City Council authorized the execution of a contract amendment
with Carter & Burgess, Inc. in the amount of $69,596.00 to provide additional design services for: a new
sidewalk on the north side of North Tarrant Parkway from Rainey Lake Road to Park Vista Boulevard;
three new traffic signals located at Taggart Trail, Parkwood Hills Boulevard, and Trace Ridge Parkway;
and existing pavement reconstruction from North Beach Street to Park Vista Boulevard.
On December 10, 2002 (M&C C-19377), the City Council authorized the City Manager to execute a
reimbursement agreement with ExxonMobil Pipeline Company, in the amount of $164,990.07 to
inspect, recondition, and extend casing pipe for two pipelines crossing the proposed improvements for
this project.
City of Fort Worth, Texas
qV61.4or And 4:0uncil communicatio"
DATE REFERENCE NUMBER LOG NAME PAGE
5/27/03 C-19603 20NTP-2 3 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/IH-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
Funding Mechanism:
Under the proposed Community Development Agreement, the City will use its best efforts to designate
certain property surrounding North Tarrant Parkway as a tax increment financing reinvestment zone
(TIF). It is anticipated that the construction of North Tarrant Parkway would be included as part of the
TIF's project plan and that the TIF's board of directors would enter into a development agreement with
AIL to reimburse AIL for any funds advanced by AIL for the construction of North Tarrant Parkway. It is
anticipated that the term of the TIF would be 15 years, that the City would contribute tax increment to
the TIF only if the TIF entered into a development agreement with AIL as described above and that
Hillwood would have two seats on the TIF's board of directors.
The process for designating the TIF, obtaining participation in the TIF from other interested taxing units,
appointing a board of directors and adopting a TIF project and financing plan will take at least two
months, in part because of time frames established by state law. In order for the construction project to
begin as planned, AIL will have to advance certain funds before the TIF's development agreement is
able to be executed. Therefore, in order to protect its interests, AIL has requested 'that the City enter
into an agreement with AIL that provides for reimbursement of any advance funding by AIL in the event
that a TIF development agreement is not executed. This City agreement is intended to be an interim
measure only and will terminate upon execution of the TIF development agreement. In other words, the
City's obligation to reimburse AIL with City funds will only arise if the TIF development agreement is
executed later than expected (2004 or later) or is never executed at all, in which case, as stated above,
revenues earmarked for the TIF would be retained by the City.
The debt created hereunder will bear interest at the rate of four percent (4%) per year, accruing on the
date any funds are advanced by AIL.
In order for the City legally to reimburse AIL for any funds advanced by AIL for the construction of North
Tarrant Parkway, the Texas Constitution requires that the City must create a sinking fund and, once the
obligation to repay the debt created arises, deposit into that sinking fund each year an amount equal to
at least 2% of the amount owed to AIL, plus any interest. Each year during the term of the proposed
agreement, the City will take from its General Fund a sum equal to the property tax increment revenue
received in that year from the property to be included in the TIF (the Source Property) and deposit that
sum into the sinking fund. The City's obligation to reimburse AIL will begin in the year in which the
Source Property generates tax increment equal to at least 2% of the funds advanced by AIL, plus
interest. In that and each subsequent year, the City will reimburse AIL in installments that are equal to
the amount of revenue deposited into the sinking fund. In any year that the amount of revenue
deposited into the sinking fund is less than 2% of the City's debt to AIL (i.e. the Source Property
decreases in value), the City will have to transfer additional funds from other legally available sources
into the sinking fund in order to pay AIL an installment that is equal to 2% of the debt. However, the
City will be entitled to reimburse itself in subsequent years when the Source Property tax increment
exceeds 2% of the City's debt to AIL.
City of Fort Worth, Texas
"Agar And Council Communication
DATE REFERENCE NUMBER LOG NAME TE
5/27/03 C-19603 20NTP-2 4 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/IH-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
As stated above this agreement is intended to be an interim measure only and will terminate upon
execution of the TIF development agreement. In addition, if for some reason the TIF development
agreement is never executed, the proposed agreement will terminate on the earlier of (i) the date as of
which AIL has been fully reimbursed by the City; (ii) March 1, 2034; or (iii) March 1, 2019, if the property
to be included in the TIF never develops sufficiently to generate property tax increment in any given
year equal to at least 2% of the City's debt to AIL.
Schedule:
The following is the anticipated construction schedule by TxDOT:
PROJECT ANTICIPATED LETTING DATE
Construct new Interchange at IH-35W for North Tarrant Parkway Summer 2003
Construct new 4-lane divided roadway from 350 east of
Rainey Lake Road to IH-35W Fall 2003
Widen existing 2-lane roadway to a 4-lane divided roadway
from US 377 to 350 feet east of Rainey Lake Road 2004 or 2005
This project is located in COUNCIL DISTRICTS 2 and 4, Mapsco 3513-37E.
FISCAL INFORMATION:
The Finance Director certifies that this agreement does not impose any additional obligation on City
funds beyond those already agreed to by the City in its agreement with TxDOT related to the
construction project referenced herein.
MO:k
Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Marc Ott 8476
Originating Department Head:
Robert Goode 7804 (from)
Additional Information Contact:
Robert Goode 7804