HomeMy WebLinkAboutContract 32284 r_`I i'iF SECRETARY3
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FACILITIES AGREEMENT
The WALSH RANCHES LIMITED PARTNERSHIP, a Texas limited partnership
having its principal business offices located in Fort Worth, Texas, and JP MORGAN
CHASE BANK, N.A., BANK ONE, N.A., AND FROST NATIONAL BANK, banking
organizations also having offices in Fort Worth, (herein collectively referred to as
"Grantor"), and the CITY OF FORT WORTH, Texas, a home-rule municipal corporation
of Tarrant, Denton, and Wise Counties, Texas ("City"), enter into this Facilities
Agreement ("Agreement") on the Fifteenth Day of July, 2005, intended to document and
govern the installation by City of certain utilities on property owned by Grantor, as
hereinafter described.
For and in consideration of $1.00 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in consideration of the
covenants contained herein, the Grantor and the City agree as follows:
1. Ancillary agreement. Grantor and City have previously entered into an
Economic Development Agreement ("EDA"), providing for the installation of on-site
utilities for the development of the Walsh Ranch ("Property"), located in Tarrant and
Parker Counties, Texas. See, City Secretary Contract No. 28585, dated May 6, 2003.
This Agreement is intended to govern the description and installation of these utilities
and to reflect the grant to the City of. 1) five permanent sewer lines and water
reclamation main easements; 2) three permanent water line easements; 3) two temporary
construction easements for the installation of a water-transmission main (the
"Easements"). In addition to the foregoing easement grants, Grantor has granted to City a
fee donation of land for a ground water-storage tank, a future elevated water-storage tank,
and a future pump station under a previously executed and delivered Donation Deed (the
"Dedications"). The foregoing grants are reflected on the matrix document attached
hereto and incorporated herein by reference for all purposes as Exhibit "A". The
construction of the improvements reflected in such grants shall be collectively referred to
herein as the "Facilities".
2. Notice of when work begins. The City shall notify Grantor at least 15
calendar days before beginning installation of: 1) the permanent sewer and water
reclamation lines; 2) the permanent water transmission main; 3) the tank overflow line; 4)
ground water-storage tank; and 5) the elevated water-storage tank.
The City shall notify the Grantor as soon as is practicable or at least 24
hours before entering the Property for any other purpose. Such notice may be oral notice
to G. Malcolm Louden at (817) 335-3741, unless the City is notified in writing to use
another telephone number.
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Notice required or permitted hereby, if in writing, shall be in deemed
delivered and become effective three days after being deposited in the U.S. Mail, certified
or registered, postage prepaid or, if delivered by fax or some other manner, when actually
received. Notices to the parties shall be addressed as follows:
To Grantor: G. Malcolm Louden
Walsh Ranches Limited Partnership
500 West Seventh Street, Unit 27
Fort Worth, Texas 76102
Grantor's representative's phone number is: (817) 335-3741
Grantor's representative's fax number is: (817)338-4844
Ranch Foreman—Jimmy Soules (817) 996-3123
Also: Brian Darby
Dunaway Associates, L. P.
1501 Merrimac Circle
Fort Worth, Texas 76107
Engineering representative's phone number is: (817) 335-1121
Engineering representative's fax number is: (817) 335-7437
To Grantee: The City of Fort Worth, Texas
1000 Throckmorton
Fort Worth, Texas 76102
Attn: Assistant City Manager (817) 392-6111
3. Access. During the construction and any use after construction, Grantor
shall permit the City, its agents, contractors and subcontractors, employees, invitees,
licensees, and representatives, the right to access the permanent sewer lines and water
reclamation main easement area, the water transmission main easement area, the
temporary construction easement area, the tank overflow line easement area, the ground
water-storage tank area, and the elevated water-storage tank area. The right of access on
the Property shall be on routes approved by Grantor and limited (1) to any existing
roadway and (2) to Grantor's open land when access cannot be achieved solely from
existing roadways. City will notify Grantor and Grantor's Ranch Foreman at the start of
construction of the Facilities. If during and after the installation of the Facilities, the City
damages Grantor's property, real or personal, or existing roadways in the course of
exercising its rights under the Easements and Dedications, the City shall restore Grantor's
Property and roadways to substantially the same or similar condition as before the City's
work.
After acceptance of the Facilities and Dedication by the City, Grantor at all
times while the Facilities are in use shall permit the City, its agents, contractors and
subcontractors, employees, invitees, licensees, and representatives the right to access the
permanent sewer lines and water reclamation main easement area, the water tan ssion s=;
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main easement area, the tank overflow line easement area, the ground water-storage tank
area, and the elevated water-storage tank area from across the Property and from any
existing roadway on the Property, so long as routes are approved by Grantor. Grantor
will provide the City and its employees access cards and\or combination lock or keypad
codes necessary for City's access.
4. No liens to be filed. City shall not permit any lien or claim for lien to be
filed against the Property or any easement or any part thereof arising out of work
performed or materials supplied by, or at the direction of, or on behalf of City, any City
contractor, or their respective officers, agents, employees, or representatives or otherwise
arising from the acts of omissions of the above-mentioned parties. If any such lien or
claim for lien is filed, the City shall immediately give notice to Grantor and shall cause
the lien or claim for lien to be released of record.
5. Subsurface conditions. City accepts all grants of property rights by
Grantor "as-is, where-is, with all faults", and waives all claims against Grantor for any
unknown or subsurface conditions on the Easements and the Dedications and assumes all
liability therefor.
6. The grants. The grants in this Agreement and in the Easements and
Dedications are made subject to any and all restrictions, covenants, easements, mineral
leases and other encumbrances of whatsoever nature, if any, relating to the Property, and
to all zoning laws, regulations, and ordinances of municipal and other governmental
authorities, if any, relating to the Property.
7. Surface improvements limited. Grantor reserves the right to the full use
and enjoyment of the Easements and Dedications, provided, however that Grantor will
not use the Property in any manner that unreasonably interferes with operation of the
City's Facilities. City shall not erect, construct, or install any above-ground structures,
other than location signs, fire hydrants with bollards, water taps, water valves, air\vacuum
release valves and vents, blow off valves cathodic test stations, and fences, if necessary.
8. Surface and subsurface crossings of Easements with other utilities. City
may not assign any property or possession rights of any kind to third parties within any of
the Easements without the written consent of Grantor. Grantor may grant other utility
providers the right to cross easement areas granted in the respective permanent sewer line
easement and water reclamation main easement, the permanent water transmission main
easement, and the tank overflow line only if the crossing is at an angle between 45° and
90°.
9. End of temporary easement. The temporary construction easements and
the rights and privileges granted thereunder shall automatically terminate when the City
accepts the Facilities constructed hereunder.
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10. Performance of Work. City shall consult with Grantor's engineering
representative, Dunaway Associates, L. P., with regard to the all surveying and design of
the Facilities. All work done in connection with the easements and dedications shall be
performed as expeditiously as possible so as not to interfere unreasonably with the use
and occupancy of the Property by Grantor, its agents, contractors and subcontractors,
employees, invitees, licensees, mineral lessees or operators and representatives. In
performing the work or causing the work to be performed, the City shall make adequate
provisions for the safety and convenience of Grantor, its agents, contractors and
subcontractors, employees, invitees, licensees, mineral lessees or operators,
representatives, and its livestock. The City shall cause all work to be cleaned up as is
reasonably practicable in order to minimize disruption or inconvenience in Grantor's use
of the Property.
11. Operation of the Facilities. The Facilities shall at all times be constructed,
kept, operated, and maintained in a safe condition and in full compliance with all
applicable federal, state, municipal, or other laws, statutes, regulations, ordinances, and
orders.
12. Character and duration of the Easements. The Easements are
appurtenant to, run with, and inure to the benefit of all or any portion of the Property,
whether the Easements are referenced or described in any conveyance of all or a portion
of the Property. Except for the temporary construction easement, the Easements are
perpetual, and irrevocable, provided, however that if the Easements are at any time
abandoned, which shall mean the cessation of use for a continuous period of two (2)
years, the Easements will automatically terminate, and City shall, at Grantor's request,
return the Easements to substantially the same condition as existed before the installation
of the Facility, at no expense to Grantor. However, City will not be required to remove
the Facility unless it poses a hazard or nuisance to persons or the Property.
13. Improvement and maintenance of the Facilities. Improvement and
maintenance of the Facilities will be at the City's sole expense. All matters concerning
the Facilities and their configuration, construction, installation, maintenance,
replacement, and removal are within the City's sole discretion, subject to performance of
City's obligations under this Agreement.
14. Preservation of trees in path of the Easements. The City and Grantor
agree that some trees must be removed from the Easements to accommodate the
installation of the Facilities. Consequently, representatives of the City and Grantor will
walk the Easements to identify any trees that may be saved from destruction during
installation of the Facilities. The City or its contractor will fence or otherwise adequately
mark all trees in the path of the Facilities to be preserved and note them for preservation
on the engineering plans and drawings. Grantor agrees that the decisi -- -,
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removal of trees for construction purposes is in the City's sole judgment, which judgment
is to be exercised reasonably.
15. Requirements of City's contractors. In completing the Facilities, the City
shall require in its contracts with any contractor the following covenants.
i) Insurance. During the course of any construction activity under this
Agreement, the City shall require any of the City's contractors (including
subcontractors of any tier) to obtain and maintain comprehensive general
liability and property damage insurance in an amount not less than
$500,000 for each occurrence of bodily injury, including death, and in
amount not less than $500,000 covering each occurrence of property
damage with $2,000,000 umbrella policy coverage. The City shall require
any of the City's contractors (including subcontractors of any tier) to
include Grantor as an additional insured party on that contractor's
comprehensive general liability insurance and automobile liability
insurance required by the City and shall require the City's contractors to
provide Grantor with a waiver of subrogation on the contractor's workers'
compensation insurance policy.
ii) Damage Claims. During the course of any construction activity under this
Agreement, the City shall require any of the City's contractors (including
subcontractors of any tier) to indemnify Grantor for the contractor's
negligence. In addition, the City shall require the contractors to covenant
and agree to indemnify, hold harmless, and defend at their own expense,
the Grantor, its officers, agents, servants, and employees, from and against
all claims or suits for property loss, property damage, personal injury,
including death, arising out of, or alleged to arise of, the work and services
to be performed in installation of the Facilities by the contractors, their
officers, agents, employees, subcontractors, licensees, or invitees. Also
during the course of any construction activity under this Agreement, the
City shall require the contractors to indemnify and hold harmless Grantor
from and against any and all injuries to the Grantor's officers, agents,
servants, and employees, loss or destruction of Grantor's property arising
from the performance of any of the terms and conditions of this Contract.
iii) Performance of work. The City shall require any of the City's contractors
(including subcontractors of any tier) to perform all work done in
connection with the Easements as expeditiously as possible so as not to
interfere unreasonably with the use and occupancy of the Property by
Grantor, its agents, contractors and subcontractors, employees, invitees,
licensees, mineral lessees or operators, and representatives. In performing" j
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the work or causing the work to be performed, the City shall make adequate
provisions for the safety and convenience of Grantor, its agents, contractors
and subcontractors, employees, invitees, licensees, mineral lessees and
operators, representatives, and livestock. To protect Grantor's livestock,
the City shall require that any open trench be temporarily fenced or covered
at the end of each workday. In addition, the City shall cause all work to be
cleaned up as is reasonably prompt in order to minimize disruption or
inconvenience in the use of the Property.
iv) Restoration of Grantor's property. After any disturbance of the surface
of the Property burdened by the Easements for any purpose authorized
under the Easements (whether in connection with initial construction; any
reconstruction or replacement, alteration, or repair; any operation or
maintenance; any survey or inspection; any relocation within the
Easements; removal; or otherwise), the City shall require any of the City's
contractors (including subcontractors of any tier) to restore the surface to
the same or similar condition as existed before any such disturbance.
v) Replacement of gates and fencing. If any of Grantor's gates and fencing
is removed for construction and installation of the Facilities, the City shall
require any of the City's contractors (including subcontractors of any tier)
to replace the gates and fencing to the same construction as soon as is
practicably possible so as not to permit Grantor's livestock to escape.
vi) Preservation of trees. Before construction begins, the City's contractors
will walk the Easements with representatives of the City to identify the
trees that have been previously shown for preservation on the engineering
plans and drawings. The contractor will fence or otherwise adequately
mark all trees in the path of the Facilities to be preserved to insure the trees
are not removed during construction.
vii) Grantor's livestock. In addition to the protections for Grantor's livestock
contained in this Agreement, the City shall require any of the City's
contractors (including subcontractors of any tier) to notify the Grantor or its
representative of the portion of any easement to be completed so Grantor
may have sufficient time to move any livestock out of the path of
construction and to secure its livestock if a fence must be down temporarily
for construction.
16. Further Assurances. Each signatory party agrees to execute and deliver
any additional documents and instruments and to perform any additional acts necessary
or appropriate to perform the terms, provisions, and conditions of this Agreement and all
transactions contemplated by this Agreement.
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17. Binding effect of this Agreement. This instrument and all of the terms,
covenants, and provisions of this Agreement shall inure to the benefit of and be binding
upon each of the parties hereto and their respective legal representatives, successors, and
assigns, and shall be covenants running with the land.
18. Entire agreement. This Agreement contains all of the agreements between
Grantor and the City respecting the Facilities on the Property, and no prior
representations or statements, verbal or written, have been made modifying, adding to, or
changing the terms of this Agreement. Notwithstanding the foregoing, this Agreement is
subject to and governed in all respects by the EDA referenced in Paragraph 1 above. If
any provision of this Agreement conflicts with any term or provision of the EDA, then
the term or provision of the EDA will control.
19. Amendments. No amendments, modifications, or revisions of this
Agreement shall be effective unless made in writing, dated subsequent to the date hereof,
and signed by Grantor and the City, or their respective successors and assigns.
Executed to be effective July 15, 2005.
GRANTOR:
WALSH RANCHES LIMITED PARTNERSHIP
By: G. MALCOL OMEN President, Walsh
North Star Company, General Partner
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G. MAL LM L , in his capacity as agent
and authorized representative of JPMORGAN CHASE
BANK, N.A., in its capacity as Trustee of The Amy
Suzanne Walsh 1972 Trust, The Ellen King Walsh
1972 Trust, The Allison Karen Walsh 1972 Trust, The
Tara Winston Walsh 1972 Trust, and the F. Howard
Walsh, III 1972 Trust
Z�'- )d� L)
G. MALL LM LOU in his capacity as agent
and authorized representative of BANK ONE, N.A., in
its capacity as Trustee of The Holland Fleming Walsh
1972 Trust, The Richard Fleming Walsh 1972 Trust,
The Maudi Eudora Walsh Roe 1972 Trust, The George
Howard Porter 1972 Trust, The Michael Clinton Porter
1972 Trust, and the Parker Otwell Roe 1972 Trust
G. MALCd1 M LOU1JF1q, An his capacity as agent
and authorized representative of FROST NATIONAL
BANK, in its capacity as Trustee of The D'Ann
Elisabeth Walsh Bonnell 1972 Trust, The William
Lloyd Walsh 1972 Trust, The William Frederic
Bonnell, Jr. 1972 Trust, The Laura Elisabeth Bonnell
1972 Trust, The Jonathan Richard Bonnell 1972 Trust,
The Karen Lindsey Walsh 1972 Trust, The Catherine
L. Walsh 1972 Trust, and The Mary Erin Walsh 1972
Trust
Accepted on the terms and conditions
contained herein:
The City of Fort Wort exas
By: _
Attested By:
Marc tt Asistant City Manager
1
btarty Hendr'
i�?
Approved for form and ega�lity: City Secretary
By: ) � `'r/�
Theodore P. Gorski, Jr. n� ���
Contract Authorization
Date
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EXHIBIT"A"
WALSH RANCH FACILITIES
SEWER
Type DOE# Owner Surveyor Width
1. Permanent Sewer/Reclamation Easements 4162 Walsh Teague,Nall,Perkins 50'
2. Permanent Sewer/Reclamation Easement 4159 Walsh TanSystems 50'
3. Permanent Sewer/Reclamation Easement 4160 Walsh DeOtt 50'
4. Permanent Sewer/Reclamation Easement 4161 Walsh Halff 50'
5. Permanent Sewer/Reclamation Easement 4161 Bonnell Halff 50'
WATER
6. Permanent Water Easement 4158 Walsh Dunaway 30'
7. Permanent Water Easement 4158 Bonnell Dunaway 30'
8. Permanent Water/Access Easementz 4635 Walsh Dunaway 45'
9. Temporary Construction Easement 4158 Walsh Dunaway 30'
10.Temporary Construction Easement 4158 Bonnell Dunaway 30'
Tank Site3 4 4606 Walsh Dunaway 3.985 ac.
LcC�v cause of the width of the easement,no temporary construction easement is needed. The construction work will be confined to the easement take.
a access easement is needed for access to the tank site.
addition to a ground-storage tank,the tank site will include an elevated-storage tank and a pump station. The elevated storage tank and the pump station will be
after the ground-storage tank is completed.
llie tank site will be conveyed by a dedication deed.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/23/2005
DATE: Tuesday, August 23, 2005
LOG NAME: 60WALSHRANCH REFERENCE NO.: C-20922
SUBJECT:
Approval of a Facilities Agreement with Walsh Ranches Limited Partnership, a Texas Limited
Partnership, for Walsh Ranch
RECOMMENDATION:
It is recommended that the City Council approve the the City Manager to execute the attached Facilities
Agreement for Walsh Ranch.
DISCUSSION:
Walsh Ranches Limited Partnership and various Walsh family trusts ("Walsh") own 7,275 acres of land west
of the City of Fort Worth (the "Property"). On April 29, 2003, (M&C C-19566) the City Council authorized the
City Manager to execute an Economic Development Agreement with Walsh for development of the
Property. Under the agreement, Walsh agreed to donate easements for construction of water and sanitary
sewer mains and water-storage tanks. Walsh has made the donations and the city staff has accepted
them.
City staff and Walsh representatives have discussed and agreed upon construction of the water and sewer
mains and water-storage tanks. The attached Facilities Agreement governs the description and installation
of those utilities for development of the Property as contemplated in the Economic Development
Agreement. Also, the Facilities Agreement reflects the grant to the City of the five permanent sewer lines
and water reclamation main easements, three permanent water line easements, two temporary construction
easements, and a fee donation of land for the water-storage tanks.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that approval of this Agreement will not require the expenditure of City
funds. Future appropriations of City funds required pursuant to this Agreement must be approved by the
City Council.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Marc Ott (8476)
Originating Department Head: S. Frank Crumb (Acting) (8207)
Additional Information Contact: S. Frank Crumb (Acting) (8207)
Logname: 60WALSHRANCH Page 1 of 1