HomeMy WebLinkAboutContract 36109 COMMUNITY FACILITIES AGREEMENT
THE STATE OF TEXAS § City Secretary /�
COUNTY OF TARRANT § Contract No., . D IlJ'I
WHEREAS, the Infrastructure Development Agreement (as referred to herein)
between the City of Fort Worth (the "City") and Edwards Geren Limited (the "Family")
effective April 26, 2005 (City Secretary Contract No. 31709) sets out the City's
obligation to design and construct certain arterial roadways and utility infrastructure
improvements (the "Project-Related Infrastructure") on property owned by the Family
north of Highway 183 and south of West Vickery Street; and
WHEREAS, the City has deposited funds in an account with Alamo Title
Company (the "Escrow Account") for the costs of designing and constructing the Project-
Related Infrastructure in accordance with the Escrow Agreement (as referred to herein)
between the City, the Family and Alamo Title Company effective April 26, 2005 (City
Secretary Contract No. 31721); and
WHEREAS; the Project-Related Infrastructure includes improvements to
Edwards Ranch Road from Bryant Irvin Road east to the eastern boundary of the Vickery
diversion channel in the Edwards Ranch Clearfork Addition, identified as City of Fort
Worth Project 400107, DOE Project#4906 ("DOE Project#4906"); and
WHEREAS, the City has obtained plans and specifications for DOE Project
#4906; and
WHEREAS, the Family has assigned its rights and obligations under the
Infrastructure Development Agreement and the Escrow Agreement relating to DOE
Project #4906 to Clearfork Ranch, L.P. ("Developer") in accordance with Sections 7 and
8, respectively, of such agreements; and
WHEREAS, Edwards Ranch Road is identified as Stonegate Boulevard in the
plans for DOE Project #4906 prepared by Carter and Burgess, but Developer intends to
request that the City officially designate the road as Edwards Ranch Road; and
WHEREAS, the City and Developer have determined that it is advisable for
Developer to take over certain of the City's obligations with regard to the construction of
DOE Project #4906 pursuant to the Infrastructure Development Agreement; aP4
i
WHEREAS, Developer has advertised for public bids and will award the contract
for construction of the project;
NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:
For and in consideration of the covenants and conditions contained herein, the
City, Developer and Alamo Title Company (for purposes of Sections I (D) and (E) only)
do hereby agree as follows:
1. General Requirements
A. The Policy for the Installation of Community Facilities (the "Policy")
dated March 2001, approved by the City Council of the City of Fort
Worth and subsequently amended, is hereby incorporated into this
Community Facilities Agreement as if copied herein verbatim.
Developer agrees to comply with all provisions of said Policy in the
performance of its duties and obligations hereunder.
B. The requirements of the Policy shall govern this Community Facilities
Agreement, provided, however, that any conflict between the terms of
this Community Facilities Agreement and the Policy shall be resolved
in favor of this Agreement.
C. The Family has assigned its rights under the Infrastructure
Development Agreement and the Escrow Agreement related to DOE
Project #4906 to Developer. Developer's financial guarantee under
this agreement shall be satisfied with funds deposited in the Escrow
Account by the City, in accordance with the Infrastructure
Development Agreement and the Escrow Agreement. Developer shall
not be required to provide any additional financial security to
guarantee its obligations pursuant to this Agreement.
D. Subject to the limitations of Paragraph E of this Section 1, Developer
shall be allowed to withdraw funds from the Escrow Account in
accordance with Section 4.c of the Infrastructure Development
Agreement and Section 5.d of the Escrow Agreement to pay for the
City's share of the cost of the improvements as shown on the
2
"Summary of Costs" table and any related plan modifications and
construction and inspection services.
E. Execution of this Agreement constitutes compliance by the Family and
Developer for submittal of documents 1 through 4 described in Section
5.d of the Infrastructure Development Agreement. Developer shall
submit a written request for funds accompanied by copies of the
invoices from Developer's contractors to the City to the attention of
Bryan Beck, Department of Engineering, and to Alamo Title
Company, Escrow Agent under the Escrow Agreement. Bryan Beck
shall have five (5) business days to review each partial pay request
submitted by Developer and to contest any disputed amount. Said
contest must be made to Developer and Alamo Title Company. If no
contest is made within five (5) business days of receipt of a partial pay
request, the request shall be deemed approved. Unless in receipt of a
timely submitted contest from the City through Bryan Beck or his
designee, Alamo Title Company shall disburse the funds from the
Escrow Account to Developer no later than seven (7) business days
after receipt of Developer's written request. If Bryan Beck or his
designee timely and reasonably objects to any portion of the partial
payment request, then a written objection shall be delivered to
Developer and Alamo Title Company during the review period. The
written notice shall set forth objections in reasonable detail. The
undisputed portion of the partial payment request shall be timely paid
as provided above. Developer shall exercise good faith efforts to cure
the objectionable items to the City's reasonable satisfaction, and the
process set forth above shall be repeated until the payment request is
completely approved and fully paid.
F. Developer shall award contracts for the construction of community
facilities in accordance with Section II, paragraph 7 of the Policy.
3
G. The contracts for the construction of the public infrastructure shall be
administered in conformance with paragraph 8, Section II, of the
Policy.
H. Developer covenants and agrees to, and by these presents does hereby,
fully indemnify, hold harmless and defend the City, its officers, agents
and employees from all suits, actions or claims of any character,
whether real or asserted, brought for or on account of any injuries or
damages sustained by any persons (including death) or to any
property, resulting from or in connection with the construction,
performance or completion of any work to be performed by
Developer, its contractors, subcontractors, officers, agents or
employees in connection with DOE Project #4906, or in consequence
of any failure to properly safeguard such work, or on account of any
act, intentional or otherwise, neglect or misconduct of DEVELOPER,
his contractors, sub-contractors, officers, agents or employees in
connection with DOE Project 94906, whether or not such injuries,
death or damages are caused, in whole or in part, by the alleged
negligence of the City, its officers, servants, or employees.
I. Developer agrees that no lot in the Clearfork Addition, with the
exception of Lot 1, Block 1 (the Acme Brick corporate headquarters),
shall be occupied under a certificate of occupancy until the
improvements required herein have been constructed (Article 104.100,
Ordinance 7234)
J. The Family has conveyed the right-of-way for Edwards Ranch Road
required for DOE Project #4906 to the City and has assigned its rights
under the Infrastructure Development Agreement and the Escrow
Agreement to Developer. Developer is not required to provide any
rights-of-way or easements to construct the improvements provided for
in this agreement. Right-of-way documents are shown as Attachment
(X).
4
K. geveloper agrees to construct proposed improvements for DOE
Project #4906, as shown on the exhibits attached hereto. The
following exhibits are made a part hereof. Water (A-1) Attached;
Sewer (A-2) Attached; Paving (B-1) Attached; Storm Drain (B-2)
Attached.
L. In accord with City of Fort Worth Ordinance No. 15530, the goal for
the participation of minority business and/or woman business
enterprises as subcontractors and/or suppliers for DOE Project #4906
is 12%. Developer agrees to require its contractors to meet or to
exceed the goal or to demonstrate that a good faith effort was made to
do so. The goal established herein does not apply to any design,
surveying, or inspection services.
II. Improvements
A. Developer shall install the proposed water line(s), fire line(s), and/or meters as
shown on Exhibit A-1, the estimated cost of which is $250,218.00. The City
agrees to record the location of each said service line in respect to the corner
of the lot served, and to retain said records in its possession. Developer and
the City shall share in the cost of the water improvements as shown on the
"Summary of Costs"table.
B. Developer shall install sanitary sewer mains as shown on Exhibit A-2, the
estimated cost of which is $124,212.00. The City agrees to record the location
of each said service line in respect to the corner of the lot served, and to retain
said records in its possession. Developer and the City shall share in the cost
of the sewer improvements as shown on the "Summary of Costs"table.
C. Developer shall install the street, storm drainage, street lighting, street name
signs and other community facilities improvements shown on the attached
Exhibits B-1 and B2, the estimated cost of which is $1,686,672.90. Developer
and the City shall share in the cost of such improvements as shown on the
"Summary of Costs"table.
5
SUMMARY OF
COST
Item Developer City Cost Total Cost
Cost
A. Construction $ -
1. Water $250,218.00 $250,218.00
2. Sanitary Sewer $124,212.00 $124,212.00
3. Paving and Drainage $1,042,991.71 $1,042,991.71
4. Bride $643,681.19 $643,681.19
B. Engineering Design $C. Construction Engineering
and Management by DOE 4% $ -
$ $
TOTALS 2,061,102.90 2,061,102.90
Notes:
1. 11 Preliminary Plats filed after July 2000 will require sidewalks on all streets.
2. ity prepared plans and specifications.
3. inal costs of improvements shall be based upon public bid.
IN TESTIMONY WHEREOF, the City of Fort Worth has caused four copies of this
instrument to be executed in its name and on its behalf by its Assistant City Manager,
attested by its Cit Secretary, with the corporate seal of the City affixed, and said
Developer and Ala�o Title ompany h ve executed fo c&*es of this instrument, at
Fort Worth, Texas this the; ay of , 2007.
CITY OF FORT WORTH
ATTEST
Marc A. Ott
Assistant City Manager
Marty Hendrix
City Se eta�t�
Contra t Authorizatioa 6
Date
Approval Recommended:
Transportation and Public Works Water Department
Department
Robert Goode, P. E. Pirector
mb
Director
Approved as to Form
and Legality:
f
Amy J. a ey
Assistant City Attorney
DEVELOPER
Clearfork Ranch, LP
By: Cassco Development Co., Inc.
Its General Partner
Name Printed: Scott Walker
Title: Vice President
ALA ITLE COMPANY
y 1
Name: �il
Title:
7
THE CITY OF FORT WORTH, TEXAS
DEPARTMENT OF ENGINEEI$ING
FLANS FOR THE CONSTRUCTION
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CITY OF FORT WORTH, TEXAS STONEGATE BLVD PHASE IIA CFA EXHIBIT
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DEPARTMENT OF ENGINEERING
Carter=-Burgess
777 Main Street,Fort Worth,Texas 76102 AUGUST 1 , 2007
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CITY OF FORT WORTH, TEXAS STONEGATE BLVD PHASE IIA EXHIBIT A-1
DEPARTMENT OF ENGINEERING COFW DOE #4906 WATER
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CITY OF FORT WORTH, TEXAS STONEGATE BLVD PHASE IIA EXHIBIT A-2
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CLEARFORK RANCH, L.P.
4200 South Hulen, Suite 614
Fort Worth, Texas 76109-4910
Phone (817) 731-7396 FAX (817) 731-7398
October 15, 2007
Mr. Bryan Beck, Project Manager
Engineering Department
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
RE: City of Fort Worth Project #00107, DOE Project 4906, Edwards Ranch Road east of
Bryant Irvin Road to Channel CF-4 (the "Project")
Dear Bryan:
I have enclosed the following:
1. A copy of the Assignment from Edwards Geren Limited to Clearfork Ranch, L.P. of
the rights related to the Project under the Infrastructure Development Agreement
(City Secretary Contract #31709) and the Escrow Agreement (City Secretary
Contract#31721);
2. Three originals of the Community Facilities Agreement that have been executed by
Clearfork Ranch, L.P. and Alamo Title Company; and
3. Seven originals of the Specifications and Contract Documents for the Project.
Let me know if you have any questions. Thanks.
Sincerely,
l
Scott Walker
Vice President of Cassco Development Co., Inc.
General Partner of Clearfork Ranch, L.P.
ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER
INFRASTRUCTURE DEVELOPMENT AGREEMENT
AND ESCROW AGREEMENT
THIS ASSIGNMENT ("Assignment") is made and entered into as of the 271h day of
September, 2007, between Edwards Geren Limited, a Texas limited partnership ("Assi nor") and
Clearfork Ranch, L.P., a Texas limited partnership ("Assignee") (collectively, the "Parties").
RECITALS
A. Assignor owned approximately 730 acres within the corporate limits of the City
of Fort Worth (the "City") located north of Highway 183 and south of West Vickery Street (on
both sides of the Trinity River) as depicted on Exhibit A (the "North Tract"), consisting of a
portion of the Edwards Ranch.
B. Assignor and the City executed that certain Infrastructure Development
Agreement (the "Agreement") effective April 26, 2005 (City Secretary Contract No. 31709)
setting out the City's obligation to design and construct certain arterial roadways and utility
infrastructure improvements within the North Tract(the "Project-Related Infrastructure").
C. Assignor, the City and Alamo Title Company executed that certain Escrow
Agreement (the "Escrow Agreement") effective April 26, 2005 (City Secretary Contract No.
31721), pursuant to which the City deposited funds for design and construction of the Project-
Related Infrastructure in an escrow account with Alamo Title Company.
D. The City has prepared plans and specifications, advertised for public bids and
designated the contractor for construction of certain Project-Related Infrastructure, consisting of
a portion of Edwards Ranch Road from Bryant Irvin Road east to the eastern boundary of the
Vickery diversion channel identified as City of Fort Worth Project #00107, DOE Project #4906
("DOE Project No. 4906").
E. Pursuant to the Agreement, Assignor has the right to construct all or any portion
of the Project-Related Infrastructure under specified circumstances and to assign, in whole or in
part, its rights, duties and obligations under the Agreement to any owner or developer of all or
any portion of the Edwards Ranch.
F. The City, Assignor and Assignee have determined that it is advisable for Assignee
to take over certain of the City's obligations with regard to the construction of DOE Project No.
4906, to enter into a Community Facilities Agreement with the City concerning such project, and
to enter into a contract with the designated contractor concerning such project.
G. Assignor desires to assign its rights, duties and obligations under the Agreement
relating to the construction of DOE Project No. 4906 to Assignee, and Assignee desires to
acquire such rights, subject to the terms and conditions of this Assignment.
Assignment—Page 1
014545.00010:1053996.02
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties hereby agree and act as follows:
1. Assignment. Subject to all of the terms and conditions of this Assignment,
Assignor assigns all of its rights, duties and obligations pursuant to the Agreement (and all
exhibits thereto, expressly including, without limitation, the Escrow Agreement) with regard to
construction of DOE Project No. 4906 to Assignee.
2. Assumption. Assignee assumes all obligations of Assignor relating to the
construction of DOE Project No.4906 and agrees to be bound by the terms and conditions of the
Agreement with regard to such project. Assignor is hereby released from all such obligations
and liabilities from and after the effective date of this Assignment.
3. Governing Law. THIS ASSIGNMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS
THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS
AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO
THE CONTRARY.
4. Notice to City. A copy of this Assignment shall be provided to the City within
ten (10) days after execution.
5. Binding Effect. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignees and their respective heirs, personal representative, successors,
and assigns.
EXECUTED as of the day and year first written above.
ASSIGNOR:
EDWARDS GEREN LIMITED,
a Texas limited partnership
By: Jennie Beth Edwards Trust
Its: General Partner
By:
Crawford H. Edwards, Co-Trustee
Assignment—Page 2
014545.00010:1053§96.02
ASSIGNEE:
CLEARFORK RANCH, L.P.,
a Texas limited partnership
By: Cassco Development Co., Inc.,
a Texas corporation
Its: General Partner
By: —
Scott Walker, Vice President
•`•;*pY PCB� KRISTA PAIGE NIX
STATE OF TEXAS § `•"= Notary Public,state of Texas
My Commission Expires
§ June 08,2011
COUNTY OF TARRANT § `
SWORN-TO AND SUBSCRIBED before me on the� day of , 2007,
by Crawford H. Edwards, Co-Trustee of the Jennie Beth Edwards Living Tius , in its capacity as
General Partner of Edwards Geren Limited, a Texas limited partnership, on behalf of said limited
partnership.
Notar ic, Sae of Texas
STATE OF TEXAS
prPo' KRISTA PAIGE NIX
Notary Public,State of Texas
§ I '` My Commission Expires
COUNTY OF TARRANT § "".00 June 08,2011
SWORN TO AND SUBSCRIBED before me on the day of , 2007,
by Scott Walker, Vice President of Cassco Development Co., Inc., a Texas corporation, in its
capacity as General Partner of Clearfork Ranch, L.P., a Texas limited partnership, on behalf of
said limited partnership,
Ayb l'c, Stat"eo Tex s
Assignment—Page 3
014545.00010:1053996.02
1 1
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egend
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�!* ..�`.. +.yam j ,R•_ t�S� �,z r -'
Page 1 of 2
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
SH121T-Southwest Parkway Fund and Water and Sewer Operating Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE45 106000 00000 $2,135,827.00 PE45 101000 00000 $2,135,827.00
http://www.cfw"et.org/council_packet/Reports/mc_print.asp 10/31/2007
Page 2 of 2
C221 106000 303230Q00500 $9,027,654.25 C221 101000 303230000500 _$9_027, 554.25
Submitted for City Manager's Office by� Marc Ott (8476)
Originating_Department Head: Douglas Rademaker(6157)
Additional Information Contact: Bryan Beck (7909)
http://www.cfwoet.org/council_packet/Reports/mc_print.asp 10/31/2007
Page 1 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 Arbodawn 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.
http://www.cf,�et.org/council_packet/Reports/mc_print.asp 10/31/2007
Page 2 of 2
a
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
SH121T - 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 Offices Marc Ott (6122)
Originating Department Head: A. Douglas Rademaker(6157)
Additional Information Contact: A. Douglas Rademaker(6157)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 10/31/2007