HomeMy WebLinkAboutContract 31721 CITY SECRETARY rJQ
ESCROW AGREEMENT CONTRACT NO.
Ji
This Escrow Agreement(this"A eement") is entered into between the City of Fort Worth,
Texas (the " jy"), Edwards Geren Limited(the "Family"), and Alamo Title Company (the"Title
Company")to be effective the 26th day of April,2005.
WHEREAS, the City and Family have executed (i) that certain Infrastructure Development
Agreement approved by the City Council on December 7, 2004 pursuant to M&C C-20437, as
amended by the City Council on April 26, 2005 pursuant to M&C C-20685 (the "North Tract
Development Agreement"), which provides for the construction and installation of certain
infrastructure serving approximately 730 acres of land north of Highway 183 and south of West
Vickery Street (on both sides of the Trinity River), which is referred to in such Agreement as the
"North Tract", and (ii) that certain Development Agreement approved by the City Council on
December 7, 2004 pursuant to M&C C-20436 (the "South Tract Development Agreement"),
which outlines the development rules and regulations applicable to approximately 300 acres of
land located south of but not adjacent to Interstate Highway 20, which is referred to as the
"South Tract" ; and
WHEREAS, in order for the Family to be assured that sufficient funding for construction of the
Project-Related Infrastructure is available and in order for the City to be assured that the Family
will convey the Project ROW to the City, the City and the Family wish to enter into an escrow
agreement for distribution of the deeds for the Project ROW to the City and distribution of funds
deposited into escrow for the Project-Related Infrastructure.
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto
agree as follows:
1. Defined Terms. Capitalized terms used and not defined herein will have the same meaning
as defined in the North Tract Development Agreement.
2. Delivery of Proiect Deeds into Escrow. The Family will deliver the fully executed and
acknowledged: (1) special warranty deed conveying to the City indefeasible fee-simple to that
portion of the Project ROW located within the North Tract(the"North Tract Deed"), and(2) special
warranty deed donating to the City, as a charitable gift, indefeasible fee-simply title to that portion
of the Project ROW located within the South Tract (the "South Tract Gift Deed") upon the
execution of this Agreement.
3. Title Company Receipt of Deeds. Upon receipt by the Title Company of the fully
executed North Tract Deed and South Tract Gift Deed (collectively, the "Deeds"), the Title
Company shall provide written notice to the City confirming such receipt. The Title Company will
hold and safeguard the Deeds and will either (a) deliver the Deeds to the City when all of the
conditions of this Agreement have been fully satisfied or (b) return the Deeds to the Family as
hereinafter provided. Delivery of the Deeds to the Title Company shall not be deemed delivery to
the City for any purposes, and the City shall have no right, title, or interest in and to the Project
ROW until the Deeds have been delivered to the City by the Title Company pursuant to this
Escrow Agreement—Page 1 of 6 OFFICIA �� �
CITY ZUENY
FT. 991,1119IRTH, TEX.
Agreement. The Title Company shall have no authority to take any action with respect to the Deeds
other than as specifically provided in this Agreement.
4. Release of Proiect Deeds from Escrow. The Title Company is hereby authorized and
directed (without any further authorization or direction from the Family) to unconditionally deliver
the Deeds to the City after the occurrence of all of the following (any of which conditions may be
waived by the Family, in its sole discretion):
a. the full execution of the South Tract Development Agreement by a duly authorized
representative of the City; and
b. the deposit with the Title Company of$29,164,230 in immediately available funds
to be paid to the Family concurrently with the release and delivery of the Deeds to the City;
and
C. the full execution of the North Tract Development Agreement by a duly authorized
representative of the City;and
d. the deposit with the Title Company of $11,163,481.25 in immediately available
funds to be held by the Title Company in an escrow account (the "Escrow Account") and
paid from the Escrow Account according to the terms of the North Tract Development
Agreement; and
e. the full execution of Internal Revenue Service Form 8283, Noncash Charitable
Contributions.
5. Proiect-Related Infrastructure Escrow. Part of the just compensation for the taking by
the City of the Project ROW required from the North Tract is the City's obligation to design and
construct, at the sole cost and expense of the City, the Project-Related Infrastructure in accordance
with the terms of the North Tract Development Agreement. The currently estimated cost of the
Project-Related Infrastructure is $11,163,481.25; however, the obligation of the City is not limited
to such amount. The Parties shall agree upon a final estimate of the amount required to design and
construct the Project-Related Infrastructure (which estimate may be updated from time to time by
mutual agreement of the Parties), and the City shall deposit such estimated amount (as updated,
from time to time)with the Title Company to be held in the Escrow Account. The Escrow Account
shall be used solely for the design and construction of the Project-Related Infrastructure. The Title
Company will provide the Family with annual accountings showing all amounts deposited into or
withdrawn from the Escrow Account (including deposits and withdrawals necessitated by updated
cost estimates approved by the parties).
a. The City shall perform the design and construction of, or enter into one or more
contracts for the design and construction of,the Project Related Infrastructure in accordance
with the terms of the North Tract Development Agreement.
b. Based upon current estimates of the cost of constructing the Project Related
Infrastructure, the City shall deposit with the Title Company the cash amount of
$11,163,481.25 to assure performance and completion by the City of the Project Related
Infrastructure. The Title Company shall deposit said funds in the Escrow Account which
Escrow A rcement—Page 2 of 6 a'Q �' �' ^ _' �J1
shall be an investment account utilized by the Title Company. Any interest earned on said
escrowed funds shall be credited to the Escrow Account. Notwithstanding anything to the
contrary herein, in accordance with Section 2256.005 of the Texas Government Code, Title
Company shall (i) acknowledge in writing that it has received and reviewed the City's
Statement of Cash Management Rules and Regulations (the "Investment Policy"), which is
attached hereto as Attachment I and hereby made a part of this Agreement for all purposes,
and (ii)implement reasonable procedures and controls in an effort to preclude investment
transactions that are not authorized by the Investment Policy.
C. The Title Company shall use funds in the Escrow Account to make direct
payments to the City in an amount equal to any contract awarded by the City for the
design or construction of all or any portion of the Project-Related Infrastructure;
provided, however, that if the funds remaining in the Escrow Account after any such
payment is made does not equal at least the Approved Cost to Complete the Project
Related Infrastructure (as defined in Section 4.b of the North Tract Development
Agreement), then the City will promptly deposit additional funds into the Escrow
Account such that the balance equals or exceeds the Approved Cost to Complete.
d. In the event the City fails to complete construction of the Project Related
Infrastructure in accordance with the terms of the North Tract Development Agreement and
Approved Infrastructure Schedule and the Family elects to construct the Project-Related
Infrastructure pursuant to Section 5.b of the North Tract Development Agreement, the Title
Company shall make direct payments to the Family in an amount equal to the contract either
assigned by the City to the Family in accordance with Section 5.b of the North Tract
Development Agreement or to a contract executed by and between the Family and a third
party for any work on the design and/or construction of the Project-Related Infrastructure
that the City failed to undertake upon the written request of the Family, provided that such
written request includes (1) a copy of the written notice from the Family to the City that the
Family intends to cause such work to be undertaken, as required by Section 5.b of the North
Tract Development Agreement; (2) a written statement, signed by an officer of the Family,
that states that the Family has complied with the City's right to review and comment on any
plans and specifications for such work, as required by Section 5.b of the North Tract
Development Agreement; (3) for actual construction work, a copy of the Community
Facilities Agreement(s) covering such work executed by both the City and the Family; and
(4)a copy of any contract entered into by the Family for such work.
e. Upon termination of the Escrow Account by the City in accordance with Section 4.b
of the North Tract Development Agreement, the Title Company shall refund to the City all
sums remaining on deposit in the Escrow Account,including interest earned thereon.
6. Return of Deeds to the Family. If the conditions set forth in Section 4 of this Agreement
have not been fully satisfied by April 30, 2005, the Title Company is authorized and directed to
immediately return the Deeds to the Family, in which case this Agreement shall terminate and all
funds in the Escrow Account shall immediately be returned to the City.
7. 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
Escrow Agreement—.Page 3 of 6 H � r-',I'i t - {^M�'�A—
�i'r
FT. IWORTH, TEX.
the other Party when: (a) if sent by Certified Unites 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 6. Any Party may change its notice address by giving notice of the changed
address in the manner set forth in this Section 7.
The City of Fort Worth
Attn: Bryan Beck
121 Project Coordinator
1000 Throckmorton
Fort Worth, Texas 76102
Phone: 817.392.7909
Fax: 817.392.7854
Email: Bryan.Beck@fortworthgov.org
with copies to the City Manaeer and the City.Attorney at the same
address as above.
Edwards Geren Limited
Attn: Scott Walker
4200 South Hulen, Suite 640
Fort Worth,Texas 76109
Phone: 817.731.7396
Fax: 817.731.7398
Email: scoff@casscoland.com
Alamo Title Company
Attn: Stacey Jandrucko
3500 Hulen Street
Fort Worth,Texas 76107
Phone: 817.731.8715
Fax: 817.731.0243
S. Assizament.
a. 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 Ranch 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,
Escrow Agreement—Page 4 of 6
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.
b. The City may not assign, in whole or in part, its rights, duties, and obligations
under this Agreement.
9. Entire Agreement; Governing Law. This Agreement constitutes the only agreement of
the parties with respect to the subject matter hereof and supersedes all prior understandings and
agreements, if any. This Agreement shall be governed by and interpreted in accordance with Texas
law and may only be amended in writing signed by both parties hereto. Time is expressly of the
essence in the performance of this Agreement. This Agreement is intended to bind and inure to the
benefit of the City, the Family and the Title Company only and does not create any right or interest
in any third party.
10. Liability of Title Company.
a. The Title Company acts hereunder as a depository only and is not responsible or
liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of
any instrument delivered to it.
b. The Family agrees that the Title Company assumes no liability for and is expressly
released from any claims whatsoever in connection with the receiving, retaining, and
delivering of any instruments except for the gross negligence or willful misconduct of the
Title Company. The deposit by the Title Company of the Deeds with a court of competent
jurisdiction shall automatically relieve the Title Company of all further responsibility and
liability under this Agreement. The Family agrees to indemnify and hold harmless the Title
Company from all losses, damages, costs or expenses incurred by the Title Company by
reason of this Agreement or the subject matter hereof(excluding, losses,damages,costs and
expenses that result from the gross negligence or willful misconduct of the Title Company).
11. Counterparts. This Agreement may be executed in multiple original counterparts, and
when all such original counterparts are considered together, they shall constitute one and the same
document as if all parties had executed the same document.
12. Fees and Expenses. The City agrees to pay the reasonable costs and expenses of the Title
Company in performing its duties under this Agreement.
13. Term The term of this Agreement shall commence on the date hereof and shall continue in
full force and effect until all funds in the escrow account have been fully disbursed in accordance
with the provisions hereof.
Executed to be effective as of the date first stated above.
Escrow Agreement—Page 5 of6 � 1 � �,
i' APPROVED AS TO FORM AND LEGdLITY:� THE 7R1TW
t
assistant Title:
a3
s_a�rjuaac�l� C_� obdCS. `t=Z6-b5 Date:
EDWARDS GEREN LE%HTED,
a Texas limited partnership
Cass O.Edwards,II,
Its Gene M ger
Attested By: Date:
` ALAN O LE COMPANY
Marty Nendr By:
City Secretuy Title: acey n c o, Escrow ott1cer
Date: April 27, 2005
Escrow Ageeeroeat—Page 6 of 6 �
off SECIENY
Fn "RIND, TEX.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 4/26/2005
DATE: Tuesday, April 26, 2005
LOG NAME: 30REVIDA SH121 REFERENCE NO.: C-20685
SUBJECT:
Authorize Amendment to M&C C-20437 and Authorize Execution of Revised Infrastructure
Development Agreement with Edwards Geren Limited Relating to State Highway 121-T
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a revised Infrastructure Development Agreement with Edwards
Geren Limited (Edwards Geren), subject to non-material changes that may be agreed to between the
parties prior to execution, relating to the construction of State Highway 121-T; and
2. Approve the wire transfer of funds to an escrow account overseen by Alamo Title in the amount of
$11,163,481.25, as provided by an escrow agreement that will be attached to and incorporated as part of
the Infrastructure Development Agreement.
DISCUSSION:
The Infrastructure Development Agreement previously approve by the City Council on December 7, 2004
pursuant to M&C C-20437, calls for the City to fund and construct approximately $11,163,481.25 in
infrastructure related to the development of State Highway 121-T, subject to a final estimate prepared by
the City and Edwards Geren. These infrastructure improvements provide for water, sewer, paving and
drainage improvements as part of the construction of Stonegate Boulevard from Hulen Street to Bryan Irvin
Road, Arborlawn Drive from International Parkway to Bryant Irvin Road and Bellaire Drive from the current
terminus to Arborlawn Drive. It is recommended that the City Council now add the construction of
Arborlawn from Bellaire Drive to International Plaza to the scope of the Agreement. This additional project
is anticipated to cost $1,501,450.00. The revised Infrastructure Development Agreement (Agreement) adds
this project to the scope of work covered by the Agreement.
The Agreement allows Edwards Geren to construct these improvements if the City fails to do so and to
receive reimbursement from the City pursuant to an escrow agreement that will be attached to and
incorporated as part of the Agreement.
This property is located in COUNCIL DISTRICT 3.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of
SH1 21 T-Southwest Parkway Fund and Water and Sewer Operating Fund.
Loaname: 30REVIDA SH 121 Paae I of 2
TO Fund/AccounVCenters FROM Fund/AccounVCenters
PE45 106000 00000 $2,135,827.00 PE45 101000 00000 $2,135.827.00
C221 106000 303230000500 $9.027,654.25 C221 101000 303230000500 $9,027,654.25
Submitted for City Manager's Office by. Marc Ott (8476)
Originating Department Head: Douglas Rademaker (6157)
Additional Information Contact: Bryan Beck (7909)
Loaname: 30REVIDA SH 121 Page 2 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved As Amended on 12/7/2004
DATE: Tuesday, December 07, 2004
LOG NAME: 30EDWARDS GEREN REFERENCE NO.: C-20437
SUBJECT:
Authorize Execution of Infrastructure Development Agreement with Edwards Geren Limited Relating
to State Highway 121-T
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute the attached Infrastructure Development Agreement with
Edwards Geren Limited (Edwards Geren), subject to non-material changes that may be agreed to between
the parties prior to execution, relating to the construction of State Highway 121-T; and
2. Approve the wire transfer of funds to an escrow account overseen by Alamo Title in the amount of
$9,662,031.25 as provided by an escrow agreement attached hereto as Exhibit D.
DISCUSSION:
The attached Infrastructure Development Agreement (Agreement) calls for the City to fund and construct
approximately $9,662,031.25 in infrastructure related to the development of State Highway 121-T, subject
to a final estimate prepared by the City and Edwards Geren. These infrastructure improvements provide for
water, sewer, paving and drainage improvements as part of the construction of Stonegate Boulevard from
Hulen Street to Bryan Irvin Road, Arborlawn Drive from International Parkway to Bryant Irvin Road and
Bellaire Drive from the current terminus to Arborlawn Drive.
The Agreement allows Edwards Geren to construct these improvements if the City fails to do so and to
receive reimbursement from the City pursuant to an escrow agreement attached to the Agreement as
Exhibit E.
M&C G-14605 for Council's consideration on this weeks agenda City staff is recommending that the City
Council designate an area that includes the property where the infrastructure will be constructed as a Tax
Increment Reinvestment Zone (TIF). The preliminary project and financing plan for the proposed TIF
includes all infrastructure that the City is to construct pursuant to this Agreement. This will allow the TIF to
reimburse the City for costs incurred by the City for the construction of the infrastructure from future tax
increment funds generated by the TIF. The TIF may also reimburse Edwards Geren for costs incurred for
the construction of the infrastructure by Edwards Geren in the event the City fails to undertake such
construction. It is anticipated that all procedures necessary for designation of the TIF will be completed by
the end of this calendar year.
This property is located in COUNCIL DISTRICT 3.
Loename: 30EDWARDS GEREN Paae 1 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
SH121 T- Southwest Parkway Fund and the Water and Sewer Operating Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE45 106000 000000 $1,770,977.00 PE45 101000 000000 $1,770,977.00
C221 106000 303230000500 $7,891,054.25 C221 101000 303230000500 $7,891,054.25
Submitted for City Manager's Office b . Marc Ott (6122)
Originating Department Head: A. Douglas Rademaker (6157)
Additional Information Contact: A. Douglas Rademaker (6157)
Lop-name: 30EDWARDS GEREN Page 2 of 2