HomeMy WebLinkAboutContract 44260 (2)COMMUNITY FACILITIES AGREEMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
City Secretary
Contract No. 1/) L/7 (.1?
WHEREAS, the undersigned Developer ("Developer") desires to make certain
improvements ("Improvements") related to a project as described below ("Project"), an
addition to the City of Fort Worth, Texas ("City"); and
WHEREAS, the Developer and the City desire to enter into this "Agreement" in
connection with the Improvements.
Developer Information:
Developer Company Name: Sundance Plaza, LLC
Address, State, Zip Code: 201 Main Street j Fort Worth, TX 76102
Phone, E-Mail: (817) 255-5700
Authorized Signatory/Title: Johnny Campbell, President & CEO
Project Name: Water & Sewer Improvements to serve Sundance Square
Project Location: Throckmorton St., Houston St., Main St. & Commerce St.
Plat Case No.: FS-012-161 Plat Name:
Council District: 9 City Project No: 01932
CFA: 2012-040 DOE: 6858
To be completed by.staff.•
Received by: ( )
CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 1 of 11
Date:
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
RECEIVED MAR a 7 2OE13
NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:
For and in consideration of the covenants and conditions contained herein, the City and the
Developer do hereby agree as follows:
General Requirements
A. The Policy for the Installation of Community Facilities ("Policy") dated
March 2001, approved by the City Council of the City of Fort Worth and
subsequently amended from time to time via a Mayor and Council
Communication adopted by the City Council of the City of Fort Worth, is
hereby incorporated into this Community Facilities Agreement ("CFA") as if
copied herein verbatim. Developer agrees to comply with all provisions of
said Policy in the performance of its duties and obligations hereunder and to
cause all contractors hired by Developer to comply with the Policy in
connection with the work perfoumed by said contractors.
B. Developer shall provide financial security in conformance with paragraph 6,
Section II, of the Policy and recognizes that there shall be no reduction in the
collateral until the Project has been completed and the City has officially
accepted the infrastructure. Developer further acknowledges that said
process requires the contractor to submit an Affidavit of Bills Paid signed
by its contractor and Consent of Surety signed by its surety to ensure the
contractor has paid the sub -contractor and suppliers in full. Additionally,
the contractor will provide in writing that the contractor has been paid in
full for all the services provided under this contract.
C. Developer agrees to cause the construction of the improvements
contemplated by this Agreement and that said construction shall be
completed in a good and workmanlike manner and in accordance with all
City standards and the City -approved construction plans, specifications and
cost estimates provided for the Project and the exhibits attached hereto.
D. The following checked exhibits are made a part hereof: Water (A) X 1
Sewer (A-1) X Paving (B) , Stoiiu Drain (B-1) , Street Lights &
Signs (C)_
CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 2 of 11
E The Developer shall award all contracts for the construction of community
facilities in accordance with Section II paragraph 7 of the Policy and the
contracts for the construction of the public infrastructure shall be
administered in conformance with paragraph 8, Section II, of the Policy.
F. For all infrastructure included in this Agreement for which the Developer
awards construction contract(s), Developer agrees to the followings
i. To employ a construction contractor who is approved by the director of
the department having jurisdiction over the infrastructure to be
constructed, said contractor to meet City's requirements for being insured,
licensed and bonded to do work in public streets and/or prequalified to
perforrn water/waste water construction as the case may be.
ii. To require its contractor to furnish to the City a payment and performance
bond in the names of the City and the Developer for one hundred percent
(100%) of the contract price of the infrastructure, and a maintenance bond
in the name of the City for one hundred percent (100%) of the contract
price of the infrastructure for a period of two (2) years insuring the
maintenance and repair of the constructed infrastructure during the term of
the maintenance bond. All bonds to be furnished before work is
commenced and to meet the requirements of Chapter 2253, Texas
Government Code.
iii. To require the contractor(s) it hires to perform the construction work
contemplated herein to provide insurance equal to or in excess of the
amounts required by the City's standard specifications and contract
documents for developer -awarded infrastructure construction contracts.
The City shall be named as additional insured on all insurance required by
said documents and same will be evidenced on the ACORD Certificate of
Insurance supplied by the contractor's insurance provider and bound in the
construction contract book
CFW-Sundance Plaza LLC
CFA for Water & Sewei Facilities Page 3 of 11
iv. To require its contractor to give 48 hours' notice to the City's
Construction Services Division of intent to commence construction so that
City inspection personnel will be available; and to require the contractor to
allow the construction to be subject to inspection at any and all times by
City inspection forces, and not to install or relocate any sanitary sewer,
stoiiii drain, or water pipe unless a responsible City inspector is present
and gives his consent to proceed, and to make such laboratory tests of
materials being used as may be required by the City.
v. To require its contractor to have fully executed contract documents
submitted to the City to schedule a Pre -Construction Meeting. The
submittal should occur no less than 10 working days prior to the desired
date of the meeting. No construction will commence without a City -issued
Notice to Proceed to the Developer's contractor.
vi. To delay connections of buildings to service lines of sewer and water
mains constructed under this Agreement until said sewer and water mains
and service lines have been completed to the satisfaction of the Water
Department
G. Developer agrees to provide, at its expense, all engineering drawings and
documents necessary to construct the improvements required by this
Agreement.
H. Developer shall cause the installation or adjustment of the required utilities to
serve the development or to construct the improvements required herein.
I. City shall not be responsible for any costs that may be incurred by Developer
in the relocation of any utilities that are or may be in conflict with any of the
community facilities to be installed hereunder.
CFW-Sundance Plaza LLC
CFA for Water & Sewei Facilities Page 4 of 11
J. Developer hereby releases and agrees to indemnify, defend and hold the
City harmless for any inadequacies in the preliminary plans,
specifications and cost estimates supplied by the Developer for this
Agreement.
K. Developer agrees to provide, at its expense, all necessary rights of way and
easements across property owned by Developer and required for the
construction of the current and future improvements provided for by this
Agreement
L The Developer further 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,
design, performance or completion of any work to be performed by said
Developer, his contractors, subcontractors, officers, agents or
employees, or in consequence of any failure to properly safeguard the
work, or on account of any act, intentional or otherwise, neglect or
misconduct of said DEVELOPER, his contractors, sub -contractors,
officers, agents or employees.
M. Developer will further require its contractors to indemnify, defend and
hold harmless the City, its officers, agents and employees from and
against any and all claims, suits or causes of action of any nature
whatsoever, whether real or asserted, brought for or on account of any
injuries or damages to persons or property, including death, resulting
from, or in any way connected with, the construction of the infrastructure
contemplated herein, whether or not such injuries, death or damages are
caused, in whole or in part, by the alleged negligence of the City of
Fort Worth, its officers, servants, or employees. Further, Developer will
require its contractors to indemnify, and hold harmless the City for any
losses, damages, costs or expenses suffered by the City or caused as a
CFW-Sundance Plaza LLC
CFA for Water & Sewei Facilities
Page 5 of 11
result of said contractor's failure to complete the work and construct the
improvements in a good and workmanlike manner, free from defects, in
conformance with the Policy, and in accordance with all plans and
specifications.
N. Upon completion of all work associated with the construction of the
infrastructure and improvements, Developer will assign to the City a non-
exclusive right to enforce the contracts entered into by the Developer with its
contractor along with an assignment of all warranties given by the contractor,
whether express or implied. Further, Developer agrees that all contracts with
any contractor shall include provisions granting to the City the right to enforce
such contracts as an express intended third party beneficiary of such contracts.
O. Inspection and material testing fees are required as follows:
i. Developer shall pay in cash water and wastewater inspection fees and
material testing fees equal to two percent (2%) for a total of 4% of the
developer's share of the total construction cost as stated in the construction
contract.
ii. Developer shall pay in cash paving and storm drain inspection fees equal to
four percent (4%) and material testing fees equal to two percent (2%) for a
total of 6% of the developer's share of the total construction cost as stated in
the construction contract.
iii. Developer shall pay in cash the total cost of streetlights or if the city is not
installing the streetlights, inspection fees equal to four percent (4%) of the
developer's share of the streetlight construction cost as stated in the
construction contract.
iv. Developer shall pay in cash the total cost of street signs.
P. COMPLETION WITHIN 2 YEARS
i. The City's obligation to participate (exclusive of front foot charges) in the
cost of the community facilities shall tenninate if the facilities are not
completed within two (2) years; provided, however, if construction of the
community facilities has started within the two year period, the developer
may request that the CFA be extended for one year. If the community
facilities are not completed within such extension period, there will be no
CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 6 of 11
further obligation of the City to participate. City participation in a CFA
shall be subject to the availability of City funds and approval by the Fort
Worth City Council.
ii. Nothing contained herein is intended to limit the Developer's
obligations under the Policy, this Agreement, its financial guarantee,
its agreement with its contractor or other related agreements.
iii. The City may utilize the Developer's financial guarantee submitted for
this Agreement to cause the completion of the construction of the
community facilities if at the end of two (2) years from the date of this
Agreement the community facilities have not been completed and
accepted.
iv. The City may utilize the Developer's financial guarantee to cause the
completion of the construction of the community facilities or to cause the
payment of costs for construction of same before the expiration of two (2)
years if the Developer breaches this Agreement, becomes insolvent or fails
to pay costs of construction and the financial guarantee is not a
Completion Agreement. If the financial guarantee is a Completion
Agreement and the Developer's contractors and/or suppliers are not paid
for the costs of supplies and/or construction, the contractors and/or
suppliers may put a lien upon the property which is the subject of the
Completion Agreement
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 7 of 11
Cost Summary Sheet
Project Name: Water & Sewer Improvements to serve Sundance Square
CFA No.: 2012 040 DOE No.: 6858
An Engineer's Estimate of Probable Cost is acceptable. However, the construction contract price
will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any
additional CFA payments will be required prior to scheduling a pre -construction meeting.
An itemized estimate corresponding to each project -specific exhibit is required to support the
following information.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 8 of 11
Items
A. Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sewer Construction Total
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
TPW Construction Cost Total
Total Construction Cost (excluding the fees):
Construction Fees:
C. Water/Sewer Inspection Fee (2%)
D. Water/Sewer Material Testing Fee (2%)
Sub -Total for Water Construction Fees
E. TPW Inspection Fee (4%)
F. TPW Material Testing (2%)
G. Street Light Inspsection Cost
H. Street Signs Installation Cost
Sub -Total for TPW Construction Fees
Total Construction Fees:
1/114 “ 4icLs) `T Ti F W
Financial Guarantee Options, choose one
I Bond = 100% $
(Completion Agreement = 100% / Holds Plat $
lCash Escrow Water/Sanitary Sewer= 125% $
!Cash Escrow Paving/Storm Drain = 125% $
'Letter of Credit = 125% w/2yr expiration period $
Developer's Cost
61,463.00
111, 736.00
173,199.00
173,199.00
3,463.98
3,463.98
6,927.96
6,927.96
Amount
173,199.00
173,199.00
216,498.75
216,498.75
Choice
(ck one)
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 9 of 11
IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be executed
in quadruplicate in its name and on its behalf by its Assistant City Manager and said Developer has
executed this instrument in quadruplicate, at Fort Worth, Texas, effective as of the date subscribed by
the Assistant City Manager.
SUNDANCE PLAZA, LLC, CITY OF FORT WORTH
a Texas limited liability company
By: Sundanc- • u. c Management, L.P., -)-11411440.4
its managin a,t e Fernando Costa
Assistant City Manager
By: Date: ,/ '/ /3
Johnn Capbe , 'r i • nt and CEO
LEsa A"eria(coc2r-h
(Print) Name:
Recommended by:
Water Department
Wendy Chi-Bab4lal, EMBA, P.E.
ATTEST:
Mary J. Kayser
City Secretary
Transportation & Public Works Depai
V 4
Douglas W. Wiersig, P.E.
Development E gineering Manager Director
Approved as to Form & Legality:
Douglas W. Black
Assistant City Attorney
1
M&C No. Li i\A
r
Date:
CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 10 of 11
OFFICIAL RECORDI.
CITY SECRETARY ,
rr.wORTIhTX
Check items associated with the project being undertaken; checked items must be
included as Attachments to this Agreement
Included Attachment
Location Map
Exhibit A: Water Improvements
Water Estimate
Exhibit A-1: Sewer Improvements
Sewer Estimate
Exhibit B: Paving Improvements
Paving Estimate
Exhibit B-1: Storm Drain Improvements
Storm Drain Estimate
Exhibit C: Street Lights and Signs Improvements
Street Lights and Signs Estimate
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CFW-Sundance Plaza LLC
CFA for Water & Sewer Facilities Page 11 of 11
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ITEM
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ITEM j
1
ENGINEER'S OPINION OF PROBABLE COST
WATER & SEWER IMPROVEMENTS TO SERVE SUNDANCE SQUARE
DESCRIPTION
Water Line Improvements
Connect to Existing 6" Stub
Cut & Plug Existing
12" X 6" Tapping Sleeve & Valve
2" DH Domestic
Fire Hydrant Assembly w/ 6" Gate Valve — Install (BID-00546)
6"DR14PVC
Sidewalk Replacement
Sawcut
Paving Removal
Paving Replacement
Trench Safety
Testing
Barricades
DESCRIPTION
1 Connect to Existing Sewer
2 Connect to Existing Stub (Deep)
3 Connect to Existing MH w/Drop
4 Remove & Replace Existing MH
5 4' Dia Manhole (0-6' Deep)
6 4' Dia Riser
7 6"SDR35
8 8"SDR35
9 10"SDR35
10 Removing Existing Sewer
11 Sawcut
12 Remove Paving
13 Replace Paving
14 Barricades
15 Trench Safety
16 Testing
I
QTY I UNIT E
3 EA $
3 EA $
1 EA $
2 EA $
3 EA $
72 LF $
96 SF $
100 LF $
15 CY $
550 SF $
1 LS $
1 LS $
1 LS $
WATER SUBTOTAL
Sewer Line Improvements
1
QTY I UNIT I
1 EA $
1 EA $
1 EA $
1 EA $
1 EA $
3 VF $
8 LF $
35 LF $
21 LF $
127 LF $
364 LF $
58 CY $
1,860 SF $
1 LS $
1 LS $
1 LS $
SEWER SUBTOTAL
WATER & SEWER SUBTOTAL
PRICE J
1,900.00 $
2,000.00 $
5,600.00 $
7,800.00 $
2,016.00 $
141.00 $
7.00 $
6.00 $
58.00 $
9.00 $
1,071.00 $
1,000.00 $
3,200.00 $
PRICE
1
AMOUNT
5,700.00
6,000.00
5,600.00
15,600.00
6,048.00
10,152 00
672.00
600.00
870.00
4,950.00
1,071.00
1,000.00
3,200.00
$ 61,463.00
2,000.00 $
25,000.00 $
12,000.00 $
16,000.00 $
6,000.00 $
544.00 I $
320.00 I $
290.00 I $
292 00 I $
31.00
6.00
57.00
8.00
4,305.00
750.00
900.00
AMOUNT
2,000.00
25,000.00
12,000.00
16,000.00
6,000.00
1,632.00
2,560.00
10,150.00
6,132.00
3,937.00
2,184.00
3,306.00
14,880.00
4,305.00
750.00
900.00
$ 111,736.00
173,199.00
TIF #3 Board Meeting
March 22, 2012
2 45 PM
Development Conference Room
Fort Worth City Hall
Board members in attendance were Chairman W B "Zim" Zimmerman, Charles Boswell
representing State Senate District 10, County Commissioner Roy Brooks, City Council
Member Joel Burns, State Representative Lon Burnam, Mark McClendon representing the
Tarrant County College District and Scott Rule representing the JPS Health Network. City of
Fort Worth staff members in attendance were Marguerite Allen, Jay Chapa, Fernando Costa,
Henry Day, Robert Stums and Peter Vaky. Other attendees included Lisa McMillan, Tarrant
County Economic Development Coordinator, Michael Bennett of Bennett Benner Pettit,
Johnny Campbell, President and CEO of Sundance Square, Matt Carter of Fine Line
Diversified Realty, Ramon Guajardo representing the Fort Worth Housing Authority, Barbara
Holston, President and CEO of the Fort Worth Housing Authority, Bill Thornton of the Fort
Worth Chamber of Commerce and Patricia Ward, Tarrant County Community Development
& Housing Downtown Fort Worth Inc staff members attending were Andy Taft, Jim
Johnson and Carole Robinson.
A quorum being present, Chairman Zimmerman called the meeting to order.
Approval of Minutes of November 28. 2011 Meetina:
Chair Zimmerman drew the Board members' attention to minutes of the November 28, 2011
meeting, previously distributed for review.
Upon a motion duly made by Roy Brooks, seconded by Charles Boswell, the minutes
of the November 28, 2011 meeting were unanimously approved as distributed.
Authorize Amendment to the Development Agreement with Sundance Sauare Partners
for 415 Throckmorton Street:
The March, 2011 TIF Development Agreement for streetscape improvements at Oliver's Fine
Foods contained a stipulation that the City issue a Certificate of Completion by December 31,
2011. Construction was complete, a temporary certificate of occupancy was obtained and
the store was open for business before December 31st, but the City was unable to issue a
Certificate of Completion until the City's Auditing Department reviewed and approved
expenditures. The City's Certificate of Completion was issued on March 7, 2012. The delay
in obtaining the Certificate was beyond the control of the developer.
Upon a motion by Roy Brooks, duly seconded by Lon Burnam, the Board unanimously
approved amending the TIF Development Agreement to extend the project completion
date to March 31, 2012.
Authorize Amendment to the TIF Proiect & Financina Plan to Include Affordable
Housing:
Mr Johnson drew the Board s attention to a proposed TIF Project & Financing Plan text
amendment and draft resolution to add affordable housing to the TIF's Project Plan.
Commissioner Roy Brooks stated that he was a longtime proponent of affordable housing
and this was a much needed step toward that goal.
TIF # 3 Board of Directors Page 1
March 22, 2012
Jim Johnson reviewed development plans for the Board. The total development cost is
$110M with expected completion by September, 2013. For the purposes of TIF participation,
$90 M will be used for construction costs with a completion date of December 31, 2014. The
Agreement would be for reimbursement of qualified expenses not to exceed $11 M including:
• Re -grading of the adjacent public ROWs
• Street and sidewalk improvements
• Streetscape improvements
• Costs associated with the preservation of the Chisholm Trail mural and other facade
elements of the Jett Building and the Land Title Building
• The appraised value of facade easements or leases on the historic buildings
• Construction and operation of public restrooms
• Interest on TIF eligible improvements
• Street closure fees on TIF eligible improvements
• Other items as may be agreed upon by both parties
Mr. Johnson detailed the proposed reimbursement schedule:
$6.0 M at project completion with a target percentage of 55%
$1.25 M on June 1, 2014 with a target percentage of 65.9%
$2.0 M on June 1, 2015 with a target percentage of 841 %
$1.75 M on June 1 2016 with a target percentage of 100%
The proposed payment schedule matches estimated TIF revenues and expenses while
maintaining a projected balance of $3 M at all times in the TIF s cash account. The TIF could
take on new projects up to the TIF lifetime cap of approximately $2.78M capacity taking into
account the $1 M approval for Hunter Plaza earlier today, with the caveat of keeping
reasonable reserves of $1 M until closer to the end of existing TIF Board obligations. Due to
the annual funding cap of $5 M, tax increment from these improvements will flow directly to
the taxing entities. The land is currently on the tax rolls; value of the plaza land is likely to
decline however, due to the new buildings a conservative estimate of the tax increment is
between $1 M and $1.5 M in the 2014 tax year with revenues arriving in 2015. The payback
period for investing $11 M in TIF funds to generate new general fund revenues is estimated
at 8 to 11 years Mr Chapa opined that these general fund revenue estimates would not
include those going to the Fort Worth ISD, which is no longer part of the TIF in 2013-2014.
Councilmember Burns expressed his pleasure at the opportunity to finance the planned
preservation of the historic facades and the culmination of a goal envisioned at the inception
of the TIF district County Commissioner Roy Brooks noted the estimated increase in ad
valorem tax.
State Representative Lon Burnam voiced his approval of the central plaza, but his intention
to vote "no" on the motion due to long term concerns regarding the lack of public input in the
TIF funding process and additionally his reservations in putting such a large percentage of
the available TIF funds into one project which will preclude addressing other issues
Upon a motion by Joel Burns, duly seconded by Roy Brooks, the Board by a vote of 6
to 1 authorized a Development Agreement with the Sundance Square, Inc. for
reimbursement of up to $11 M in TIF project costs for construction of the Central Plaza
in the Vicinity of 3`d, 4th and Main Streets with the stipulation that there will be $90 M in
total building and plaza construction costs as presented.
Amend Fiscal Year 2012 TIF Budget -
Mr. Johnson referred the Board to Section 6 of the board packet. Slight over -runs in three
contractual items (the City Place Garage, City Place Garage Additional Rent and SFFH
TIF # 3 Board of Directors Page 3
March 22, 2012