HomeMy WebLinkAboutContract 28858 CITY SECRETARY $g JU
07-02-0 P� : a? ri CONTRACT NO. O
COMMUNITY DEVELOPMENT AGREEMENT
This COMMUNITY DEVELOPMENT AGREEMENT ("Agreement") is
entered into by and between the CITY OF FORT WORTH ("City"), a home rule
municipal corporation organized under the laws of the State of Texas, and AIL
INVESTMENT,L.P. ("Developer"), a Texas limited partnership.
RECITALS
A. The City entered into an agreement with the Texas Department of
Transportation ("TxDOT") dated July 24, 2001 (the "TxDOT Agreement") under
which the City agreed to fund a portion of the costs necessary to construct public
thoroughfares generally referred to and depicted in the TxDOT.Agreement as (i) the
North Tarrant Parkway Interchange Ramps and Frontage Roads and (ii) the connecting
road from Interstate Highway 35-W east to Rainey Lake Road (collectively, the "Public
Improvements"). The specifications for construction of the Public Improvements are set
forth in those final plans of TxDOT signed by the City on February 12, 2003 ("Final
Plans"), which are public documents on file with the City. The City's portion of the
costs to construct the Public Improvements under the TxDOT Agreement shall
hereinafter be`referred to as the "City Funding Share". The TxDOT Agreement is
attached hereto as Exhibit "A" and a map depicting the location of the Public
Improvements is attached hereto as Exhibit"B",both of which Exhibits are hereby made .
a part of this Agreement for all purposes.
B. The City Council believes that construction of the Public Improvements is
regional public infrastructure that will benefit local economic development and will
facilitate the transportation of the public in and through the City. Grant funds from
various sources are currently available for purposes of constructing the Public
Improvements, but only to the extent that the City promptly can appropriate the City
Funding Share in full. The City currently does not have sufficient funds to pay all of the
City Funding Share.
C. Developer owns or controls certain property located in the vicinity of the
area in which the Public Improvements will be constructed ("Developer's Property").
A substantial portion of Developer's Property is currently designated as "qualified open-
space land" under Section 23.51 of the Texas Tax Code. However, Developer wishes to
cause Developer's Property to be developed for various commercial purposes
("Commercial Development"). In order to make Developer's Property more suitable
for Commercial Development, Developer is willing to fund a portion of the City Funding
Share initially, and to be reimbursed by the City in accordance with the terms and
conditions of this Agreement, in order for the Public Improvements to be cgustinded
timely manner. v,Y, 11 LI 121 ECo0�11D
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Community Development Agreement �� ''•.iJ3111�1 u W 0 71R.
between City of Fort Worth and AIL Investment,L.P.
i
D. By virtue of Article 11, Sections 5 and 7 of the Texas Constitution, the
City is prohibited from creating a debt unless, at the same time, it makes provision for
levying and collecting a sufficient tax to pay the interest thereon that debt and creating a
sinking fund equal to at least two percent(2%)thereon.
E. It is anticipated by the parties that in the near future (i) a tax increment
reinvestment zone which includes Developer's Property(the "TIF") will be designated;
(ii) that construction of the Public Improvements will constitute the TIF's project plan, as
that term is defined in Section 311.002(2) of the Texas Tax Code ("Project ]Plan"); (iii)
that reimbursement for costs advanced by Developer for construction of the Public
Improvements will constitute the TIF's financing plan, as that term is defined in Section
311.002(3) of the Texas Tax Code; and (iv) that the TIF's board of directors will enter
into an agreement,with Developer for reimbursement for reimbursement from the TIF's
tax increment fund of sums advanced by Developer toward construction of the Public
Improvements, less any sums paid to Developer by the City in accordance with and
pursuant to this Agreement (11TIF Development Agreement"), in which case this
Agreement will be terminated. Therefore, this Agreement is intended to be an interim
measure only in order to provide Developer with security in the event that a TIF
Agreement is not executed, in which case,, this Agreement will remain in effect in
accordance with its terms and conditions.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. INCORPORTION OF RECITALS.
The City Council hereby finds, and the City hereby agrees, that the recitals set
forth in paragraphs A, B, D and E above are true and correct and form the basis upon
which the City has entered into this Agreement with Developer. Developer hereby agrees
that the recitals set forth I paragraphs C and E are true and correct and form the basis
upon which Developer has entered into this Agreement with the City.
2. TERM.
This Agreement shall be effective as of the date of execution by both parties
("Effective Date") and shall expire upon the earlier of (i) full payment of the
Reimbursement Amount, as defined in Section 4.3 and in the manner provided by Section
5 or (ii) March 1, 2034 (the "Term"), unless terminated earlier in accordance with this
Agreement.
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Community Development Agreement
between City of Fort Worth and AIL Investment,L.P.
3. PUBLIC IMPROVEMENTS.
Developer agrees to participate with the City in funding the City Funding Share
for the construction of the Public Improvements, as more specifically set forth in Section
4 of this Agreement. The Public Improvements are intended to be completed in two
phases. "Phase I" consists of the completion of the North Tarrant County Parkway
Interchange Ramps and Frontage Roads (TXDOT CSJ: 0081-12-031 and 0902-48-515).
"Phase II" consists of the completion of North Tarrant County Parkway from Interstate
Highway 35-W east to Rainey Lake Road. The project budgets for each of Phase I and
Phase II of the Public Improvements are set forth in Exhibit "C" and Exhibit "D",
respectively, both of which Exhibits are attached hereto and hereby made a part of this
Agreement for all purposes. The Public Improvements shall be located within the public
rights-of-way or easements belonging to the City or in an area deed restricted or
dedicated for public use.
4. FUNDING OF PUBLIC IMPROVEMENTS BY THE PARTIES.
4.1. Phase I.
At such time as funding for Phase I is required under the TxDOT
Agreement, (i) Developer shall fund to the City $1,582,787.00, all of which the
City shall then promptly fund to TxDOT and (ii) the City shall promptly fund
$931,918.00 of its own revenues to TxDOT. It is understood and agreed that the
City has already expended $146,387.00 on the design of Phase I and that this sum
is included in the$931,918.00 obligation of the City under this Section 4.1.
4.2. Phase II.
At such time as funding for Phase II is required under the TxDOT
Agreement, (i)Developer shall fund to the City$429,263.00, all of which the City
shall then fund to TxDOT and (ii) the City shall fund $950,000.00 of its own
revenues to TxDOT. It is understood and agreed that the City has already
expended $220,093.00 on the design of Phase II and$118,000.00 for right-of-way
acquisitions necessary for Phase II, and that this aggregate $338,093.00 is
included in the $950,000.00 obligation of the City under this Section 4.2.
4.3. Cost Overruns.
In the event that the City's share of the costs under the TxDOT Agreement
(and not this Agreement) for construction of either Phase I or Phase II (which
includes all sums funded to TxDOT by both the City and Developer pursuant to
Sections 4.1 and 4.2) exceeds the amounts specified by Sections 4.1 and 4.2,
whether for Phase I or Phase II, or both ("Project Cost Overruns"), then
Developer will fund up to an additional aggregate sum of$2,632,966.00. If there
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are Project Cost Overruns remaining after Developer has funded $2,632,966.00
toward such Project Cost Overruns, the City will be responsible for funding all
such additional amounts.
4.4. Reimbursement Amount.
The City will reimburse Developer for all sums funded by Developer for
Phase I and Phase H pursuant to Sections 4.1 and 4.2 of this Agreement, plus any
Project Cost Overruns funded by Developer pursuant to Section 4.3 of this
Agreement ("Developer Funded Amounts"), and will pay Developer interest on
such Developer Funded Amounts as specified in this Agreement. The City's
reimbursement obligation to Developer under this Agreement shall be calculated
on January 1 of each year during the Term and shall equal (i) all Developer
Funded Amounts paid by Developer during the immediately preceding calendar
year, plus (ii) the balance of any unreimbursed Developer Funded Amounts paid
by Developer in earlier calendar years, plus (iii) interest thereon, as provided by
this. Section 4.3 (collectively, the "Reimbursement Amount"). Unless this
Agreement is terminated pursuant to Section 6.1 prior to the first transfer of
general fund revenues to the Sinki!W Fund in accordance with Section 5.1, the
Reimbursement Amount shall bear interest calculated at a fixed rate equal to four.
percent (4%) and shall accrue beginning on the date such funds are advanced to
the City, provided that such interest shall be due and payable only to the extent
that there is, at any time, sufficient Source Property Tax Increment, as provided
by and in accordance with Section 5.1 of this Agreement. Such interest shall be
simple interest compounded annually based on the existing unpaid balance, plus
any accrued interest to date.
4.5. Procedure for Determining Reimbursement Amount.
On or before February 1 of each year during the Term, Developer shall
make its determination of the Reimbursement Amount as of the immediately
preceding January 1 and deliver such determination (along with supporting
calculations) in writing to the City. If the City. objects to Developer's
determination, it shall provide written notice of such to Developer within fifteen
(15) calendar days following receipt of Developer's determination. hi this event,
or in the event that an audit undertaken by the City pursuant to Section 4.6
conflicts with any previous determinations by Developer of the Reimbursement
Amount as of any given January 1, then the parties shall meet and attempt to in
good faith to rectify the objection or conflicts. If the objection or conflicts cannot
be rectified, then the parties shall select an independent accounting firm to make
the determination of the Reimbursement Amount, or to rectify any conflicts
between a previous determination and the City's audit of any previous
determination, and such accounting firm's determination shall be final, binding
and conclusive on both the City and Developer. Developer shall pay the entire
cost of such accounting firm's fees in making such determination if the
accounting firm's determination of the Reimbursement Amount is less than
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Developer's determination; otherwise, the City shall pay the entire cost of such
accounting firm's fees.
4.6. Audits.
Developer will maintain all books and records related to its funding of the
Public Improvements under this Agreement at a location in the City (collectively,
"Records") for a period beginning on the Effective Date and ending three (3)
years following completion of all the Public Improvements. Throughout this
period, following at least five (5) business days' advance written notice to
Developer, the City will have the right to audit the Records in order to verify the
accuracy of the Reimbursement .Amounts determined by Developer. Developer
agrees to cooperate fully with the City during any such audit.
4.7. Use of Funds for Construction of Public Improvements.
All Developer Funded Amounts will be used by the City strictly in
accordance with the TxDOT Agreement.
5. DEVELOPER REIMBURSEMENT.
5.1. Sinking Fund.
In each fiscal year of the City during the Term of this Agreement, the City
will compute and ascertain the rate of and amount of ad valorem tax, based on the
latest approved tax rolls of the City, with full allowances being made for tax
delinquencies and costs of collection, which will be sufficient to raise and
produce the money required to fulfill the City's obligations that are due or which
are anticipated to become due during such fiscal year, which amount shall in no
instance be less than the sum of (i) two percent (2%) of all unreimbursed
Developer Funded Amounts since the Effective Date plus (ii) all unpaid but
accrued interest thereon as provided by Section 4.4 (the"Tax Levy").
The City hereby agrees to establish a sinking fund ("Sinking Fund") and,
from its annual tax levy, which shall include the Tax Levy (but subject to this
Section 5.1 and to Section 5.2 of this Agreement), to dedicate from the City's
general fund to that Sinking Fund at least two percent (2%) of the Developer
Funded Amounts owed by the City as of January 1 of each year during the Term
plus accrued and owed interest thereon. The actual amount general fund revenues
transferred to the Sinking Fund in any given year shall equal an amount equal to
the real property tax revenue attributable to the real property described in Exhibit
"E" of this Agreement (the "Source Property") and received by the City as of
February 28 of such year less the amount of real property tax revenue attributable
to the Source Property and received by the City for the 2002 tax year, including
any revenue received on account of any rollback taxes under Section 23.55 of the
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Texas Tax Code, attributable to the 2002 tax year (the "Source Property Tax
Increment"). The transfer of such funds to the Sinking Fund shall be made by
the City on or before March 31 of each year. Taking into consideration the
provisions of Section 5.2 providing for (i) Developer's obligation to cause
development of the Source Property and (ii) the City's obligation to reimburse
Developer the Reimbursement Amount only after development of the Source
Property has occurred, the City anticipates that an amount equal to the Source
Property Tax Increment will be sufficient to fulfill its legal obligations with
regard to the debt created hereunder. In the event that the Source Property Tax
Increment is not a sufficient amount for the City to fulfill its legal obligations with
regard to the debt created hereunder in any year after the Milestone Year, as
defined in Section 5.2 of this Agreement, the City will transfer such additional
funds from its general fund to the Sinking Fund as are necessary to fulfill those
obligations.
5.2. Tri2gerin2 Mechanism.
Because a substantial portion of the Source Property currently is
designated as "qualified open-spaces and" under Section 23.51of the Texas Tax
Code, the parties do not anticipate that the Source Property Tax Increment will be
sufficient for the City to fulfill its legal obligations with regard to the debt created
hereunder until certain Commercial Development has been completed on
Developer's Property. Therefore, notwithstanding anything that may be
interpreted to the contrary herein, although the City will annually deposit Source
Property Tax Increment into the Sinking Fund as provided in Section 5.1,the City
will not be obligated to reimburse Developer the Reimbursement Amount until
the first year in which the City receives by February 28 of such year Source
Property Tax Increment equal to at least two percent (2%) of the Reimbursement
Amount owed by the City as of January 1 of that same year (the "Milestone
Year").
5.3. Procedure for and Timing of Payment.
Starting in the Milestone Year, the City will begin reimbursing Developer
the Reimbursement Amount in annual installments. The first installment shall be
equal to the lesser of(i) the Reimbursement Amount for January 1 of that year or
(ii) all sums deposited into the Sinking Fund in accordance with Section 5.1 in the
Milestone Year and any previous years. Each subsequent annual installment shall
be equal to (i) the Reimbursement Amount for January 1 of that year or (ii) all
sums deposited into the Sinking Fund in the same year in accordance with Section
5.1. The City will make such annual installments on or before April 30 of the
Milestone Year and each subsequent year during the Term of this Agreement.
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5.4. Necessity of Reimbursements to General Fund Expenditures.
If the City receives Source Property Tax Increment in any year after the
Milestone Year that is equal to an amount that is less than two percent (2%) of the
Reimbursement Amount owed by the City for that same year, the City will
deposit into the Sinking Fund an amount equal to the Source Property Tax
Increment received by the City for that same year plus an amount from other
legally available sources of revenue in the City's General Fund equal to the
difference between two percent (2%) of the Reimbursement Amount owed by the
City for that year and the Source Property Tax Increment received by the City for
that year ("General Fund Contribution"). In any such event, if the City
receives Source Property Tax Increment in a subsequent year that is greater than
two percent (2%) of the Reimbursement Amount owed by the City for that same
year, Developer understands and agrees that the City will be entitled to retain an
amount equal to the General Fund Contribution in order to reimburse the City's
General Fund for the General Fund Contribution previously deposited into the
Sinking Fund and paid to Developer in accordance with this Agreement. For
illustration purposes only, if in the First year after the Milestone Year, the City
was required to make a General Fund Contribution in the amount of$100, and in
the second year after the Milestone Year, the Source Property Tax Increment
exceeded an amount equal to two percent (2%) of the Reimbursement Amount
owed by the City for that same year by $300, then the City would retain $100 to
reimburse the General Fund for the previous year's General Fund Contribution
and would deposit the remaining$200 into the Sinking Fund.
6. TAX INCREMENT FINANCING.
6.1. Designation of TIF.
The City will use reasonable efforts to designate the TIF in accordance
with Section 311.005 of the Texas Tax Code and to secure the participation of all
eligible taxing jurisdictions in the TIF. It is anticipated that the term of the TIF
will expire upon the earlier of fifteen(15) years from the effective date of the City
ordinance creating the TIF or (ii) the date on which all TIF project costs, tax
increment bonds and interest on those bonds have been paid in full. It is also
anticipated that the City will not contribute any tax increment to the TIF, as that
term is defined by Section 311.012(a) of the Texas Tax Code, until the TIF's
board of directors enters into the TIF Development Agreement. The City will use
reasonable efforts to give Developer two (2) seats on the TIF's board of directors.
6.2. TIF Development Agreement.
TIF funds may be used by the TIF's board of directors to pay for the
Public Improvements so long as the Public Improvements are included as eligible
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improvements in the TIF's Project Plan and to the extent that the Public
Improvements have not been completed prior to adoption of the Project Plan. It is
anticipated that the TIF's Project Plan will consist of the Public Improvements
and that the TIF's board of directors will enter into the TIF Development
Agreement with Developer. Developer hereby agrees that it will not
unreasonably refuse to enter into the TIF Development Agreement with the TIF's
board of directors.
7. DEFAULT, REMEDIES AND TERMINATION RIGHTS.
7.1. Execution of TIF Development Agreement.
This Agreement will automatically terminate without notice to Developer
on the date as of which both Developer and the TIF's board of directors have
executed the TIF Development Agreement, provided that the lesser of (i) any
Reimbursement Amount owed and unpaid by the City at such time or (ii) all
amounts in the Sinking Fund at such time shall promptly be paid to Developer and
that such payment obligation shall survive the termination of this Agreement.
7.2. Lack of Adequate Development for Source Property.
In the event that the Milestone Year does not occur in 2019 or in an earlier
year, then from and after March 1, 2019 the City shall have the right to terminate
this Agreement by providing written notice of such intention to Developer. In this
event, notwithstanding anything that may be interpreted to the contrary herein, the
City shall pay Developer all sums in the Sinking Fund (which payment obligation
shall survive the termination of this Agreement) and shall be released by
Developer of any further obligations to Developer under this Agreement.
7.3. Default and Remedies.
A default under this Agreement shall arise if either party to this
Agreement breaches any material provision or condition of this Agreement. In
such event, promptly after becoming aware of the default, the non-defaulting
party shall provide written notice to the other party that describes the nature of the
default. The defaulting party shall have thirty (30) calendar days to cure the
default, or if such default is not reasonably curable within. thirty (30) calendar
days, such additional time as may be reasonably necessary provided that the
defaulting party is diligently pursuing cure of the default (provided that such cure
period shall not exceed one hundred eighty (180) calendar days). If the default
has not been fully cured within such time, the non-defaulting party shall have all
rights and remedies available under the law or in equity, including,but not limited
to, the right to terminate this Agreement, which may be effected by providing
written notice thereof to the defaulting party.
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8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Developer shall operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Nothing in this Agreement will be construed as
the creation of a partnership or joint enterprise between the City and Developer.
9. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail,postage prepaid,or by hand delivery:
City: Developer:
Attn: Director Attn: Russell Laughlin
Transportation/Public Works Development AIL Investment,L.P.
Department 13600 Heritage Pkwy, Suite 200
1000 Throckmorton St. Fort Worth,TX 76177
Fort Worth,TX 76102
with a copy to: with a copy to:
Attn: City Attorney Attn: Michael J.Dalton
City Attorney's Office Hughes&Luce,LLP
1000 Throckmorton St. 1717 Main St., Suite 2800
Fort Worth,TX 76102 Dallas,TX 75201
10. ASSIGNMENT AND SUCCESSORS.
Until Developer has funded the total amounts required to be funded by Developer
herein, Developer may not assign, transfer or otherwise convey any of its rights or
obligations under this Agreement to any party without the prior written consent of the
City, which consent shall not be unreasonably withheld or delayed,conditioned upon (i)
the prior approval of the assignee or successor and a finding by the City Council that the
proposed assignee or successor is financially capable of completing the Project and (ii)
the proposed assignee or successor has executed a written agreement with the City under
which it agrees to assume all covenants and obligations of Developer under this
Agreement, in which case such assignee or successor shall thereafter be deemed
"Developer" for all purposes under this Agreement; provided, however, that Developer
may assign this Agreement to an Affiliate without the prior approval of the City Council
so long as such Affiliate complies with subsection (ii) above. For purposes of this
Agreement, "Affiliate" shall mean any person or entity, directly or indirectly controlling,
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Community Development Agreement
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controlled by, or under common control with Developer. As used in this definition, the
term"control"means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person or entity, whether through
ownership of voting securities, by contract or otherwise. Following the date that
Developer has funded the total amounts required to be funded by Developer herein,
Developer may assign, transfer or otherwise convey any of its rights.or obligations under
this Agreement to any party without the prior written consent of the City.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers.
13. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
14. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on-the basis of
any provision of this Agreement, venue for such action shall lie in state-courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas—Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
15. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Developer, and any lawful assign or successor of Developer, and are not
intended to create any rights, contractual or otherwise,to any other person or entity.
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16. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion,
acts of God, inclement weather, governmental restrictions, regulations, or interferences,
or delays caused by unforeseen construction or site issues, fire or other casualty, court
injunction, necessary condemnation proceedings, acts of the other party, its
affiliates/related entities and/or their contractors, or any actions or, inactions of third
parties or other circumstances which are reasonably beyond the control of the party
obligated or permitted under the terms of this Agreement to do or perform the same,
regardless of whether any such circumstance is similar to any of those enumerated or not,
the party so obligated or permitted shall be excused from doing or performing the same
during such period of delay, so that the time period applicable to such design or
construction requirement shall be extended for a period of time equal to the period such
party was delayed.
17. SEVERABILITY AND ENFORCEABILITY.
If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired. If any provision of this Agreement shall be held
to be invalid, illegal or unenforceable to the extent that either party is unable to perform
its material obligations hereunder, then the City and Developer shall negotiate in good
faith a reasonable resolution of the problem, which may be reflected in a written
amendment to this Agreement if reasonably deemed appropriate by the parties.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party,regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement .
between the City and Developer, and any lawful assign and successor of Developer, as to
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the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. This Agreement shall not be amended unless executed in writing by both
parties and approved by the City Council of the City in an open meeting held in
accordance with Chapter 551 of the Texas Government Code.
21. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original,but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: AIL INVESTMENT,L.P., a Texas
limited partnership:
By: Hillwood Alliance Management,
L.P., a Texas limited partnership,
its general partner
By: Hillwood Alliance GP, LLC,
a Texas limited liability
�
C mpany, its general partner:
v
By: By:
arc Ott -. Name:
Assistant City Manager Title:
Dater -25-03 Date:
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APPROVED AS TO FORM AND LEGALITY:
y.
Peter Vaky
Assistant City Attorney
M&C: -19603 5-27-03
AMMD BY
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EXHIBITS
"A"—TxDOT Agreement
"B"—Map Depicting Location of Public Improvements
"C"—Project Budget for Phase I
"D"—Project Budget for Phase II
"E"—Map and Description of Source Property
Community Development Agreement
between City of Fort Worth and AIL Investment,L.P.
EXHIBIT A - AGREEMENTS WITH TXD®T
'CONTRACT NO
Agreement No. 6=6009
Tarrant County
CSJ: 0902-48-194
Northeast Tarrant .County Parkway--
From IH 3'5W to U.S. 377
80 % Federal 20 o Local
STATE OF TEXAS
COUNTY OF TRAVIS
A G R E E M E N T
(SURFACE TRANSPORTATION PROGRAM -
METROPOLITAN MOBILITY REHABILITATION)
THIS AGREEMENT, is made by and between the State of Texas, acting by and through
the Texas Department of Transportation, hereinafter called the "State" and the
City of Fort Worth, Texas, acting by and through its authorized officials
hereinafter called the "City" .
W I T N E S S E T E
WHEREAS, the Intermodal. Surface Transportation Efficiency Act of 1991, ("ISTEA' )
codified under Title 23- U.S.C. Section 101 et seq. , establishes the National
Intermodal Transportation System that is economically efficient and
environmentally sound, provides the foundation for the nation to compete in the
global economy, and will move people and goods in an energy efficient manner; and
WHEREAS, Title 23 U.S.C. Section 133 establishes that surface transportation
programs should be developed and 'implemented by the States' Transportation
Agencies; and
WHEREAS, Title 23 U.S-C. Section 134 establishes that Metropolitan Planning
Organizations ("MPO's") -and the States' Transportation Agencies to develop
transportation plans and programs for urbanized areas of the State; and
WHEREAS, the City is a member of the North Central Texas Council of Governments,
a Metropolitan Planning Organization established under the laws of the State of
Texas.
01/24/96 Type "A..
Page 1 of 12
WHEREAS, the State and the City desire the improvements to Northeast Tarrant
County Parkway from the limits of IH 35 to U.S. 377, as shown in the attached
Exhibit "A", to be hereinafter identified as the "Project"; and
WHEREAS, Title 23 U.S.C. Section 120 establishes that the Federal share of
funding for surface transportation programs for urbanized areas will not exceed
eighty percent (80a) of the cost of the Project; and
WHEREAS, the City has offered to participate in the development and construction
of the Projects by providing funding, preparing the design documentation
acquiring the necessary right-of-way, accomplishing utility adjustments and other
necessary items required by the State; and
WHEREAS, on the day of ck -tcgF�gl , 191GI. the Fort Worth City Council
passed Resolution No. 22Z*I- , attached hereto and identified as Exhibit "B",
authorizing the City's participation in the development of the Project; and
WHEREAS,' the State will secure the federal cost share, let the construction
contract, provide the construction inspections, provide other items as required;
and
WHEREAS, on the 30th day of November, 1994, the Texas Transportation Commission
passed Minute Order 104667, attached hereto and identified 'as Exhibit "C",
authorizing the Project through the State Transportation Improvement Program;
A G R E E M E N T ,
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements of the parties hereto, to be by them respectively kept and performed
as hereinafter set forth, it is agreed as follows:
1. CONTRACT PERIOD
This agreement becomes effective upon final execution by the State and shall
terminate upon completion of the Project or unless terminated or modified as
hereinafter provided.
01/24/96 Type "A"
Page 2 of 12
2. SCOPE OF PROJECT
A. The State and the City agree that the scope of the Project shall be limited
to the scope authorized by the Texas Transportation Commission.
B. The Project will be designated a part of the State Highway System as a
METROPOLITAN HIGHWAY for the limited purpose of constructing the roadways;
however any existing city roads within the limits of the Project will not be
designated or incorporated therein prior to the State's- award of the construction
contract.
C. The City will continue to provide maintenance for all city roads within the
limits of the Project until the State's award of the construction contract.
3. ACQUISITION OF RIGHT-OF-WAY
The City shall perform necessary requirements to provide the desired right-of-way
required for the construction of the Project. The City will comply with and
assume costs for compliance with 'all the requirements of Title II and Title III
of the Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970, Title 42 U.S.C.A. Section 4601, et seq., including those provisions
relating to incidental expenses by the property owners. Documentation to support
such compliance must be maintained and must be made available to the State and
its representatives for review and inspection.
4. RIGHT-OF-WAY DESCRIPTION
The City shall prepare right-of-way maps, property descriptions and other data
as needed to properly describe the right-of-way which the City is to acquire and
provide for the project. The right-of-way maps and property descriptions shall
be submitted to the State for approval prior to the City acquiring the necessary
right-of-way. Tracings of the maps. shall be retained by the City for its
permanent records.
5. UTILITY ADJUSTMENTS/RELOCATIONS
If the required right-of-way encroaches upon existing• utilities and the proposed
highway construction requires the adjustment, removal or relocation of such
01/24/96 Type "A"
Page 3 of 12
utility facilities, the City and its consultant will establish the necessary
utility work and notify the appropriate utility company to schedule their
adjustments. The City shall be' responsible for all costs associated with the
adjustment, removal or relocation of such utility facilities, and such
adjustment, removal or relocation shall be in accordance with applicable State
law, regulations, policies and procedures. In the event additional utilities are
required to be adjusted, removed or relocated during the construction of the
Project, the City will be responsible for all costs associated with the
additional utility work.
6. CERTIFICATION
The City shall provide to the State forty-five (45) days prior to the
construction contract let date, a certification that all right-of-way has been
acquired, all environmental problems have been remediated, and all conflicting
utilities have been adjusted to clear the proposed construction.
7. ENVIRONMENTAL MITIGATION
A. The City will be responsible for the mitigation and remediation of any
environmental problems associated with the development and construction of the
Projects. The City shall provide to the State written certification from the'
appropriate regulatory agency(s) or their designated representative that the
environmental problems have been remedied. The State will not let the
construction contracts until all environmental problems have been remediated by
the City.
B. All costs associated with the remediation of the environmental problems shall
be the responsibility of the City and/or the property owners. These costs will
not be reimbursed or credited towards the City's financial share of the Project.
8. ENGINEERING SERVICES
A. The City will prepare or cause to be prepared the preliminary engineering
necessary for the development of plans, specifications and estimates (P.S.& E) .
Development of the preliminary engineering shall include environmental assessment
01/24/96 Type "A"
Page 4 of 12
and*holding of a public meeting and public hearing. The City must comply with
applicable State and Federal rules and procedures in the selection of its
consultant. The selection procedures to be utilized by the City must have prior
approval by the State and shall comply with 23 CFR Part 172.
B. The P.S.& E. shall be developed by the City or its consultant in accordance
with the State's latest Standard Specifications For Construction Of* Highways,
Streets And Bridges or its currently approved revisions.
C. The City shall submit the completed P.S.& E. to the State for review and
approval. Should the State determine that revisions are required to the P.S.& E.,
the City shall make the necessary revisions. The State will not let the
construction contract until the P.S.& E. has been approved by the State.
D. The City will submit to the State all documentation relating to actual .costs
incurred associated with the development of the preliminary engineering and the
P.S.& E. Reasonable costs incurred by the City after the City has received
written authorization by the State will be eligible for reimbursement at an
amount not to exceed eighty (80%) of the actual cost. The City shall comply with •
the cost principles established in OMB Circular A-87, "Cost Principle for State
and Local Governments".
9. CONSTRUCTION FUNDING
A. The total construction, engineering, and right-of-way costs, for the Project
is estimated at $2,968,750.
B. The State will be responsible to secure the federal share of the funding
required for the development and construction of the Project. The City will be
responsible for any non-federal participation costs associated with the Project.
C. Upon execution of this agreement, the City will remit a check or warrant made
payable to the "Texas Department of Transportation" in the amount of $29,687.00.
This amount is based on five percent (5%) of the local participation costs and
State administrative cost. The funds will be utilized by the State to review the
engineering documentation and other incidental costs.
01/24/96 Type "A"
Page 5 of 12
D. Sixty (60) days prior to the date set for receipt of the construction bids,
the State will notify the City that its financial share for the construction is
required. The City shall remit a check or warrant in the amount established by
the State within thirty (30) days from receipt of the State's written
notification to the address provided herein.
E. In the event the State determines that additional funding is required by the
City at any time during the development of the Project, the State will notify the
City in writing of the additional amount. The City will make payment to the
State within thirty (30) days from receipt of the State's notification. Upon
completion of the Project, the State will perform an audit of the costs and any
funds due the City will be promptly returned.
10. INDIRECT COST RECOVERY PLAN
Chapter 2106, Texas Government Code, requires the State to recover indirect costs
based on a percentage of the State's actual direct costs to complete the Project.
The indirect costs will be in accordance with the State's Indirect Cost Recovery
Plan and will be based on the City's funding percentage provided herein.
11. CONSTRUCTION RESPONSIBILITIES
A. The State shall advertise for construction bids, issue bid proposals, receive
and tabulate the bids and award a contract for construction of the Project in
accordance with existing procedures and applicable laws. Any field changes,
supplemental agreements or additional work orders which may become necessary
subsequent to the award of the construction contract shall be the responsibility
of the City and subject to the approval of the State.
B. The State will supervise and inspect all work performed by the construction
contractor and will provide such engineering, inspection and testing services as
may be required to ensure that the construction of the Project is accomplished
in accordance with the approved P.S.& E.
C. Upon completion of the Project, the State will issue to the • City a
"Notification of Completion", acknowledging that the Project has been completed.
01/24/96 Type "A"
Page 6 of 12
Upon the City's receipt-of the "Notification of Completion", the roadway will be
removed from the State Highway System and will revert under the jurisdiction of
the City.
12. MAINTENANCE RESPONSIBILITIES
Upon completion of the Project, the City will assume responsibility for
maintenance of the completed facility. Should any manufacturer warranties be
extended to the State as a result of this project, the warranties shall be
transferred to the City. The State shall not be held responsible for honoring
any warranty under this agreement.
13. OWNERSHIP OF DOCUMENTS
Upon completion or termination of this agreement, all documents prepared by the
City shall remain the property of the City. All documents prepared by the .State
shall remain the property of the State. All data prepared under this agreement
shall be made available to the State without restriction or limitation on their
further use.
14. TERMINATION
A. This agreement may be terminated by any of the following conditions:
(1) By mutual written agreement and consent of both parties.
(2) By either party, upon the failure. of the other party to fulfill the
obligation as set forth herein.
B. The termination of this agreement shall extinguish all rights, duties,
obligations and liabilities of the State and City under this agreement. If the
potential termination of this agreement is due to the failure of the City to
fulfill its contractual obligations as set forth herein, the State will notify
the City that possible breach of contract has occurred. The City should make
every effort to remedy the breach as outlined by the State within a period
mutually agreed upon by both parties.
C. Violation or breach of contract terms shall be grounds for termination of the
agreement, and any increase costs arising from the defaulting party,• breach of
01/24/96 Type "A"
Page 7 of 12
contract or violation of agreement terms shall be paid by the defaulting party.
15. REMEDIES
This agreement shall not be considered as specifying the exclusive remedy for any
agreement default, but all remedies existing at law and in equity may be availed
of by either party to this agreement and shall be cumulative.
16. INDEMNIFICATION
To the extent permitted by law, the City shall indemnify and save harmless the
State, its officers, employees, agents and contractors from all claims and
liabilities due to the activities of the City, its officers, employees, agents
and contractors performed under this agreement and which result from an error,
omission or negligent acts of the City, its officers, employees, agents or
contractors. Additionally, to the extent permitted by law, the City shall save
harmless the State, its officers, employees, agents and contractors from any and
all expenses, including attorneys fees and court costs which may be incurred by
the State in litigation or otherwise resisting said claim or liabilities which
might be imposed on the State as the result of such activities by the City, its
officers, employees, agents or contractors.
17. AMENDMENTS
Any changes in the time frame, character, agreement provisions or obligations of
the parties hereto shall be enacted by written amendment executed by both the
City and the State.
18. COMPLIANCE WITH LAWS -
The City shall comply with all federal, state and local laws, statutes,
ordinances, rules and regulations, and the orders and decrees of any courts or
administrative bodies or tribunals in any manner affecting the performance of the
agreement. When required, the City shall furnish the State with satisfactory
proof of the compliance therewith.
01/24/96 Type "A"
Page 8 of 12
19. LEGAL CONSTRUCTION
In case one or more of the provisions contained in this agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, .such invalidity,
illegality or unenforceability shall not affect any other provisions hereof and
this agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
20. NOTICES
All notices to either party by the other required under this agreement shall be
delivered personally or sent by certified or U.S. mail, postage prepaid,
addressed to such party at the following respective addresses:
State: Texas Department of Transportation
2501 Southwest Loop
P.O. Box 6868
Fort Worth, TX 76115-0868
City: The City of Fort Worth, Texas
1000 Throckmorton
Fort Worth, Texas 76102
All notices shall be deemed given on the date so delivered or so deposited in. the
mail, unless otherwise provided herein. Either party hereto may change the above
address by sending written notice of such change to the other in the manner
provided herein.
21. SOLE AGREEMENT
This agreement constitutes the sole and only agreement between the .parties hereto
and supersedes any prior understandings or written or oral agreements respecting
the within subject matter.
01/24/96 Type "A"
Page 9 of 12 '
22. INSPECTION OF BOOKS AND RECORDS
The State will, for purpose of termination of the agreement prior to completion,
examine the books and records of the City for the purpose of checking the amount
of the work performed by the City at the time of contract termination: The City
shall maintain all books, documents, papers, accounting records and other
documentation relating to costs incurred under this agreement and shall make such
materials available to the State, Federal Highway Administration (FHWA) or their
duly authorized representatives for review and inspection at its office during
the contract period and for three (3) years from the date of completion of work
defined under this contract or until impending litigation is resolved.
Additionally, the State, FHWA and their duly authorized representatives shall
have access to all records of the City which are directly applicable to this
agreement for the purpose of making audits, examinations, excerpts and
transcriptions.
23. OMB AUDIT REQUIREMENTS
The City shall comply with the requirements of the Single Audit Act of 1984, P.L.
58-502, ensuring that the single audit report includes the coverage stipulated
in paragraphs 6, 8 and 9 of OMB Circular No. A-128.
24. PROCUREMENT AND PROPERTY MANAGEMENT STANDARDS
The City shall adhere to the procurement standards established in Title 49 CFR
Part 18.32 and the property management standards established in Title 49 CFR Part
18.36.
25. CIVIL RIGHTS COMPLIANCE
The City shall comply with the regulations of the Department of Transportation
as they relate to nondiscrimination (49 CFR 21 and 23 CFR 710.405 (B) ) ; also
Executive Order 11246 titled "Equal Employment Opportunity, " as amended by
Executive Order 11375 and as supplemented in the Department of Labor regulations
(41 CFR 60) .
26. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM REQUIREMENTS
01/24/96 Type "A"
� . Page- 10 of 12
The City shall comply with the "Disadvantaged Business Enterprise Program
Requirements" established in 49 CFR Part 23, Subpart D.
. 27. DEBARMENT CERTIFICATIONS
The City is prohibited from making any award at any tier to any party which is
debarred or suspended or otherwise excluded from or ineligible for participation
in federal assistance programs under Executive Order 12549, Debarment and
Suspension. The City shall require any party to a subcontract or purchase order
awarded under this contract as specified in Title 49 of the Code of Federal
Regulation, Part 29 (Debarment and Suspension) to certify its eligibility to
receive federal funds and, when requested by the State, to furnish a copy of the
certification.
01/24/96 Type "A"
Page 11 of 12
IN TESTIMONY HEREOF, the parties hereto have caused these presents to be executed
in duplicate counterparts.
�"Hl CI F FORT WORTH, TEXAS
By:
Mike Groomer
Typed Name
Assistant City Manager
Title
L ° it
Date
ATTEST:
City- secretary Contract Authorization
THE STATE OF TEXAS
Executed for the Executive Director and approved by the Texas Transportation
Commission under the authority of Stand Alone Manual Notice 9f.6-3 for the purpose
and effect of activating and carrying out the orders, established policies or
work programs heretofore approved by the 'Texas Transportation Commission.
By:
Lawrence J: Zatopek
Typed Name
Director, General Services Division
Title
//-z 9-- Q4
Dat6
01/24/96 Type "A"
Page 12 of 12
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*NT BY:TXDOT ;12-12-94 ; 7=51 TXDOT-� 817 37D 67`59;# 2
TEXAS TRANSPORTATION COMMISSION
VARIOUS County MINUTE ORDER Page 1 of 3 Pages
District VARIOUS
WHEREAS, Title 23, United States Code, Sections 134 and 135, as amended by the
Intermodal Surface Transportation Efficiency Act (ISTEA) of 1991, requires each designated
14etropolitan Planning Organization (MPO) and the State, respectively, to develop a
Transportation Improvement Program (TIP) as a condition to securing federal funds for
transportation projects under either Title 23 or 49 of United States Code; and
WHEREAS, Section 134(h) requires an MPO to develop its TIP in cooperation with the
state and affected transit operators; to provide citizens, affected public agencies, representatives of
. transportation agency employees, other affected employee representatives, private providers of
transportation and other interested parties with a reasonable opportunity to comment on the
proposed TIP; and further requires the TIP to be updated at least once every two years and to be
,approved by the MPO and the Governor; and
WHEREAS, Section 135(f) requires the State to develop.a Statewide Transportation
Improvement Program(STIP) for all areas of the state in cooperation with those designated
MPOs; and further requires the Governor to provide citizens, affected public agencies,
representatives of transportation agency employees, other affected employee representatives,
private providers of transportation and other interested parties with a reasonable opportunity to
comment on the proposed STIP; and
WHEREAS, Sections 134(h) and 135(f) specify the respective requirements and eligibility.
criteria for projects to be included in the respective TIPS; and
WHEREAS, by letter dated September 9, 1992, addressed to federal transportation
officials, the Honorable Ann W. Richards, Governor of Texas, has delegated to the Texas
Transportation Commission (the commission) those powers and responsibilities granted to her by
ISTEA, save and except the Recreational Trails programs; and
WHEREAS, the FY 1995-1997 STIP, which was approved by commission Minute-
Order 104371, on September 29, 1994, included the FY 1994-1996 TIPs for the
Dallas-Fort Worth, and Houston MPOs; and
j
WHEREAS, the MPOs in the non-attainment areas of Dallas-Fort Worth and Houston
desire to replace their FY 1994-1996 TIPS in the FY 1995-1997 STIP with new FY 1995-1997
i TIPs as shown in Exhibit "A"; and
i
WHEREAS, the MPOs have presented these-new TIPs for public comments; and
WHEREAS, the final rule on transportation conformity requires the TIP in a non-
attainment area to show a reduction in the'Volatile Organic Compounds (VOC) and Ni&ogen
Oxides (NOx); and
WHEREAS, the Houston TIP met the air quality transportation conformity requirements
as promulgated by the federal final rule on transport ation conformity; and
1
7 TUB Trn ItCtl
TEXAS TRANSPORTATION COMMISSION
VARIOUS County MINUTE ORDER Page 2 of 3 Pages
District AARIOUS
WHEREAS, the Dallas-Fort Worth conformity analysis met the VOC test and not the
NOx test; and
WHEREAS, the Dallas-Fort Worth MPO has adopted its FY 1995-1997 TIP subject to
receiving a NOx waiver from the federal Environmental Protection Agency (EPA); and
WHEREAS, the commission, at its meeting on October 27, 1994, reviewed the drafts of
the TIPs for the non-attainment areas of'Dallas-Fort Worth and Houston and by commission
Minute Order 104500 directed the executive director to conduct or have conducted a public
hearing on these TIPS and to report public comments together with the department's
recommendations or responses for final action by the commission at the earliest date consistent
with applicable policies and procedures; and
WHEREAS, widespread notice was made available for review and comment at each of the
department's twenty-five (25) district offices, and at the department's headquarters in Austin, to.
provide input from citizens, affected public agencies, representatives of transportation agencies
employees, other affected employee representatives, private providers of transportation and other
interested parties in accordance with Sections 134 and 135 of the United States Code; and
WHEREAS, a public hearing on these TIPS was held at the department's offices at
200 East Riverside Drive in Austin, Texas, on November 18, 1994; and
WHEREAS; oral and written comments received due to this hearing process were
analyzed and the.department's responses and recommendations were submitted to the commission
for consideration as reflected in Exhibit "B"; and
WHEREAS, the commission finds that the requisites of Section 134 have been satisfied as
they pertain to the MPbs' TIPs subject to receiving a NOx waiver from the EPA in the
Dallas-Fort Worth area;
NOW, THEREFORE, PURSUANT TO THE AUTHORITY DELEGATED TO THIS
COMMISSION BY THE GOVERNOR OF TEXAS, IT IS ORDERED THAT the Houston
FY 1995-1997 TIP is hereby approved; and
IT IS FURTHER ORDERED that the Dallas-Fort Worth FY 1995-1997 TIP is approved
subject to receiving an EPA NOx waiver; and
SEiI- BY :TXDOT ;12-12-94 ; 7:52 TXDOT- 817 370 6759;# 3
TEXAS TRANSPORTATION COMMISSION
VARIOUS County MEWTE ORDER Page 3 of 3 Pages
District VARIOUS
IT IS FURTHER ORDERED that the FY 1995-1997 STIP is hereby amended by taking
appropriate actions on projects as shown in Exhibit "A."
Submitted.by: Review pd by.
Dir ,r, transporiation P nning and 7-"D7ep:uty xecutive D irector for
Programmi g Division tation Planning and.Development
mmended by
Executive Director
14 `
Minute Number `t
Date Passed. NOV V 3 94
TRANSPORTATION IMPROVEMEf 'OGRAM OCTOBER 21, 1994
FORT WORTH
DALLAS-FORT WORTH MPO
FY 1996
—-----—--------------------------------------------
DISTRICT INAME OR DESIGNATION PROJ. 10 IFED FROG FEDERAL COMMENTS
COUNTY LOCATION (FROM) F. CLASS IST. CAT. STATE
LOCATION (T6 LANES PHASE LOCAL
Csi IDESCRIPTION OF WORK LENGTH MPO TOTAL
—-----—---------------—-------------- -11.-----I- ,. I ..4 I'll.11.1.1,1 "I'll", I --------
FORT W ORTH IH 35W TXDOT INT-C s38,858,580101/96
TARRANT AT INTERCHANGE WITH IH 30 IN FT WORTH 1 1 4,317,620
I I
l(CENTRAL INCREMENT) 4 C,E,R
no"
0014-16-165 RECONSTRUCT PARTIAL INTERCHANGE & TRAFFIC MANAGEMENT SYSTEM 0.95 1 1106 $43,176,20
-——------------------—-- -------------- -------------
FORT WORTH IH 30 TXDOT JINT-M I S7,197,300 10/95
TARRANT OAKLAND BLVD 1 12 799,700
JDALLAS COUNTY LINE 6 C,E 0
1068-102-9011 UPGRADE TO STANDARDS & REPLACE COTTONWOOD CREEK BRIDGE 12.840 1106 $7,997,000
— ----——--—-------------------------------- ----------
FORT WO RTH 5 NHS_M 5548,000 014/96
M I
TARRANT F: 1 RA 3
7 TXDOT
NT A ST 13A 137,000
BORDER ST 4 C,E 0
0747-()4-.41 .
WIDEN LANE TO 6 LANE DIVIDED URBAN 0.167 1106 5685,000
.......-------------------------------------------------------------- . . . .......-----------
WORTH RTH JFM 157 TXDOT JNHS-M $1,336,000 04/96
TARRANT IMITCHELL ST 3 13A 334,000
PARK ROW 4 C,E 0
0747-04-042 WIDEN 4 LANE TO 6 LANE DIVIDED. URBAN 0.500 1106 51t670,000
------------------------------------------------------------- -----------
FORT WORTH I IH 30 TXDOT INHS-M S5,312,000 01/96
TARRANT D 4 1 WEST OF SUMMIT AVE 1 13A 1,328,000
SUMMIT AVE 4 C,E,R 0
1068--;01-150 RECONSTRUCT 8 LANE FREEWAY (MAIN LANES) & TMS 0.407 1106 56,640,000
,,1 11 1.4.1,I'll- 11 . ",---- --------------------------------------- -----------
FORT WORTH IH 10 TXDOT, JNHS-M 512,392,800 101/96
T SUMMIT AVE 1 13A 3 og
TARRANT 8,200
M Ol
HEMPHILL ST IN FORT WORTH 4 C,E
1068-01-156 1 CONSTRUCT MAIN LANES & RAMPS FOR FWY RECONSTRUCTION & TMS 0.618 1106 IS15,491,000
-----——---—---------------- --- --- - ----------------- ------------
FORT WORTH IBS 114L COG 4
# 2723 ISTP-MM S2,654,400 09/96
TARRANT MAIN STREET IN GRAPEVINE 3 663,600
SH 26 2 1C,E 74,000
0353-07-012 RECONSTRUCT TO 4 LANES W1 CONTINUOUS LEFT TURN LANE & SHLDRSjO.7OO 1106 $3,392,000
saw -------I--------—--------—------------------------- -------------
FORT WORTH S COG # 147 ISTP-MM $1,626,400109/96
TARRANT ;P 303 5 1.4 C 0
C,E 406,600
IHAYFIELD RD IN ARLINGTON (ON COLLINS ST) 4
0902-48-944 WIDEN FROM 4 TO 6 LANES 1.100 1106 52,033,000
FORT WORTH C 7 COG # 249 JSTP-MM I s640,000109/96
TARRANT PLEASANT RIDGE RD. '5 4C 0
ILITTLE RD. IN ARLINGTON ON*POLY WEBB. RD 2 C,E 160,000
0902-48-950 WIDEN 2 TO 4 LANES 0.900 1106 5800,000
------------------------------------------------ ------------------
FORT WORTH I CS COG 1348 STP-MM I 52,375,000 09/96
TARRANT IH 35W (ON NE TARRANT COUNTY PKWY) 5 4C
0
JUS 377 IN FT WORTH 0 C,E,R 593,750
0902-48-959 CONSTRUCT 2 LANES ON NEW LOCATION 3."500 11106 52,968,7501
—-------------------------------------------- ------------
FORT WORTH JC: 377 COG # 1759 ISTP-Mk 5260,000 09/96
TARRANT U 5 14C 0
10
1WHITLEY RD IN KELLER * (ON WILSON LANE) C b5,000
0902-48-960 CONSTRUCT 2 LANES ON NEW LOCATION 0.200 1106 1 S325,0001
----------—-—------------------------------ -----------
FORT WORTH CS COG # 1758 ISTP-MM 5564,000 09/96
TARRANT 1WHITLEY RD 5 14C 0
JRUFE SNOW DR IN KELLER (ON WILSON LANE) 0 C 141,000
0902-48-962 CONSTRUCT 2 LANES ON NEW LOCATION 0.9()0 1106 5705,000
-----------------—-------- ------------
FORT WORTH ICS COG # 4145 ISTP kM S251,100112/95
TARRANT ARR NT SUBSIDIZED VAN POOL PROGRAM FOR FWTA 7 14C 0
0 T 213,900
9902-4$-906 TRAFFIC DEMAND MANAGEMENT 0.Ool 1106 5465,0001
-—--------------------------------------------
PHASE: E=ENGINEERING, C=CONSTRUCTION, R=ROW, T=TRANSFER
V11.23
CITY 5t(,.-1cTARY
• CONTRACT NO _--
Agreement No. 6X) F6009 i : :sr o 21
Tarrant County
CSJ: 0902-48-194
Northeast Tarrant County Parkway
From IH 35W to U.S. 377
STATE OF TEXAS §
COUNTY OF TRAVIS §
SUPPLEMENTAL AGREEMENT NO. 1
FOR THE SURFACE TRANSPORTATION PROGRAM-METROPOLITAN
MOBILITY REHABILITATION
This supplemental agreement to the Surface Transportation Program is made by and between the
State of Texas, acting by and through the District Engineer of the Texas Department of
Transportation, hereinafter called the "State", and the City of Fort Worth, hereinafter called the
«Cif,,,
WHEREAS,the State and the City executed an agreement on the 111h day of Novemb , 1996,and
entered into an agreement concerning the improvements under the Surface Transportation Program;
and,
WHEREAS, this agreement was originally prepared for reimbursement of engineering and
construction,
NOW THEREFORE, premises considered, the State and the City agree that said agreement is
amended as follows:
Page I of 12. It has become.necessary to amend Article 3 of the agreement,
A6X ISITION OF RIGHT-OF-WAY,to revised and add wording to reimburse the
City for right-of-way acquisition as follows:
3. AQ1 S1TTON OF R GH -OF-WAY
A. The City shall assume all costs and perform all necessary requirements to provide title in name
of City to the desired right-of-way required for the construction of the Project, which title shall be
acceptable to the State. The City shall provide all right-of-way free and clear of all improvements
and/or encroachments. The City will comply with and assume the costs for compliance with all the
requirements of Title A and Title III of the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970,Title 42 U.S.C.A. Section 4601, et seq.,including those provisions
relating to incidental expenses incurred by the property owners in conveying the right-of-way to the
Page 1 of 2
My MEMO
V THY Tu.
City, and benefits applicable to the relocation of any displaced person as defined in 49 CFR, 24.2
(g). Documentation to support such compliance must be maintained and must be made available to
the State and its representatives for review and inspection. The City shall secure and provide
easements over any other land in addition to normal right-of-way as may be indicated on the
approved right-of--way map. The City will be responsible for any additional right-of-way required
for the completion of the Project.
B. In the event the right-of-way is donated to the City after the federal authorization date for
acquisition of right-of-way, the City will provide all documentation to the State regarding the value
of the acquired property. The State will review the City's appraisal of the donated property to
determine the fair market value. The fair market value of donated right-of-way will be credited
towards the City's financial share towards the cost of the Project.
C. The State will not reimburse the City any fins in the event that the right-of-way was purchased
before written authorization by the State of the fair market value of the donated property and it
exceeds the City's financial share towards the Project.
D. The City agrees to make a determination of property values for each right-of-way parcel by
methods acceptable to the State and to submit to the State's District Office a tabulation of the values
so determined, signed by the appropriate City representative. Such tabulations shall list the parcel
numbers, ownership, acreage, and recommended compensation. Compensation shall be shown in
the component parts of land taken, itemization of improvements taken, damages (if any) and the
amounts by which the total compensations will be reduced if the owner retains improvements. This
tabulation shall be accompanied by an explanation to support the determined valued, together with
a copy of information of reports used in arriving at all determined values. Expenses incurred by the
City in performing this work may be eligible for reimbursement after the City has received written
authorization by the State to proceed with determination of right-of-way values. The State will
review the data submitted and may base its reimbursement for parcel acquisitions on the values
which are determined by this review.
E. Condemnation proceedings will be initiated at a time selected by the City and will be the City's
responsibility at its own expense as hereinafter indicated. The City will concurrently file.
condemnation proceedings and a notice of lis pendens for each case in the name of the City, and in
each case so filed the judgment of the court will decree to the City title to the property condemned.
F. Court costs of Special Commissioners' hearings assessed against the City in condemnation
proceedings and fees incidental thereto will be paid by the City. Such costs and fees incurred after
written authorization by the State to proceed with condemnation will be eligible for reimbursement
at an amount not to exceed 6ghty percent ($Q%) of the actual cost under the established
reimbursement procedure provided such costs and fees are eligible for payment.
G. Reimbursement will be made to the City for right-of-way purchased in an amount not to exceed
eighty percent ($Q%) of the cost of the right-of-way purchased in accordance with the terms and
provisions of this agreement. Reimbursement will be in the amount not to exceed eight percent
($Q%) of the State's predetermined value of each parcel, or the net cost thereof, whichever is the
Page 2 of 3
lesser amount. In addition, reimbursement will be made to the City for necessary payments to
appraisers, expenses incurred in order to assure good title to property acquired and costs associated
with the relocation of displace persons or personnel property as well as incidental expense incurred
in conveying the needed right-of-way to the State. Reimbursement shall not exceed dghty percent
(M%)of such documented costs. If condemnation is necessary and title is taken as set forth herein
under paragraph E, the participation by the State shall be based on the final judgment, conditioned
upon the State having been notified in writing prior to the filing of such suit and upon prompt notice
being given as to all action taken therein.
All other terms and conditions of the contract are unchanged and remain in full force and effect.
Page 3 of 4
IN WITNESS WHEREOF, the State and the City of Fort Worth have executed this supplemental
agreement in duplicate.
THE CITY OF FORT WORTH THE STATE OF TEXAS
Executed for the Executive Director and
approved for the Texas Transportation
BY Commission for the purpose and effect of
Signature activating andlor carrying out the orders,
established policies or work programs
Mike Groomer, Asst. City Manager heretofore approved and authorized by.the
Title Texas Transportation Commission under the
4 I 11-7 authority of Minute Order Number 100002.
Date
By:
Charles W. Heald, P.E.
ATTEST: District Engineer
Date
City Secretary
Page 4 of 4
CITY SECRETARY
CONTRACT NO
Agreement No. 6X `6009 pp
f I� N 4
Tarrant County
CSJ: 0902-48-194
Northeast Tarrant County Parkway
From IH 35W to U.S. 377
STATE OF TEXAS §
COUNTY OF TRAVIS §
SUPPLEMENTAL AGREEMENT NO. 2
FOR THE SURFACE TRANSPORTATION PROGRAM-METROPOLITAN
MOBILITY REHABILITATION
THIS SUPPLEMENTAL AGREEMENT to the Surface Transportation Program is made by and
between the State of*Texas, acting by and through,the Texas Department of Transportation,
hereinafter called the"State", and the City of Fort Worth,hereinafter called the"City.'.
WHEREAS,the State and the City executed an agreement on the 111h day of November, 1996, and
entered into an agreement concerning the improvements under the Surface Transportation Program;
and,
WHEREAS, this agreement was originally prepared for reimbursement of engineering and
construction,
NOW THEREFORE, premises considered, the State and the City agree that said agreement is
amended as follows:
Page--6�. It has become necessary to modify Article 11 of the agreement,
(`ON�TRTT('TTON RF_SPONSTBTT TTTF4, to revise and add wording to allow the
City to use Tarrant County forces to construct the project:
3. SPONSTRTT TTTFS ,
A. The County will construct all portions of the Project with County forces in accordance with the
plans and applicable laws. Any field changes, supplemental agreements or additional work orders
which may become necessary subsequent to the County beginning work with County forces shall
be the responsibility of the County and subject to the approval of the State.
B. The State shall make suitable, frequent and complete inspection-of all materials, equipment and
construction work in order to determine that the construction meets all applicable requirements of
Page 1 of 3
the plans and specifications for operation and maintenance by the City after its completion.
C.The County will provide opportunities, facilities and representative samples as may be required
to enable the State to carry on suitable, frequent and complete inspection of all materials and
applicable methods, sufficient to afford determination and certification by the State that the
construction complies with the requirements of the approved plans and'specifications. The State will
promptly notify the County of any failure of materials,equipment or.construction methods, and the
County will take such measures as necessary to obtain acceptable construction procedures without
delay.
D.Upon completion of the Project,the State will issue to the City a"Notification of Completion",
acknowledging that the Project has been completed.
Page 11 of 12. It has become necessary to add Article 28 of the agreement,
PFRfiONNRL, 'POT MFNT k LABOR, to allow the use of County forces and
equipment to construct the project:
28. PF,RSON1VEL,ROMMT,NT &L ABOR
A.The County will use labor and.supervisory personnel employed directly by the County, as well
as use County owned machinery,equipment and vehicles necessary for the work. In the event that
the County does not have the necessary machinery,equipment and vehicles necessary to perform the
work; the machinery, equipment and vehicles may be rented or leased as necessary at the low bid
price submitted by at least two approved bidders. Procurement for materials and services shall be
acquired in accordance with 49 CFR 18.36.
B. The County will not ask for reimbursement for the use of County forces or County owned
equipment.The County will ask for reimbursement for any rental equipment that is required for the
construction of the project.
C. Any materials purchased by other means than the required procurement procedures,will be made
only if such procedures are shown to be in the public interest and provided that the State shall have
give prior approval for the use of said materials. All materials used for the work shall be new and
undepreciated.
Page 2'of 3
Page 11 of 12. It has become necessary to add Article 29 of the agreement,
TNT RR T.O .A T A CTR FFM RNT, to allow the City to use Tarrant County forces to
construct'the project.
29. INTERLO .AT, A TRIt ME NT
A. The City will enter into an Tnterlocal Agreement to allow Tarrant County forces to construct the
project. This Agreement will be fully executed by both parties and attached to the original
agreement between the State and the City as Exhibit"D."
All other.terms and conditions of the contract are unchanged and remain in full force and effect.
IN WITNESS WHEREOF,the State and the City of Fort Worth have executed this supplemental
agreement in duplicate.
THE CITY OF FORT WORTH TAE'STATE OF TEXAS
Executed for the Executive Director and
approved for the -Texas Transportation
BY Commission for the purpose and effect of
Z�— Signature Mike Groomer activating and/or carrying out the orders,
established . policies or work programs
Assistant City Manager heretofore approved and authorized by the
Title Texas Transportation Commission under the
authority of Minute Order Number 100002.
Date
By:
e J. Zatopek,Director
ATTEST: General Services Division
Date
City Secretary
4
Contract Authorijition
APROYED AS TO F W AND GECAt,ITY:
Date
As8is City Attormy
Page 3 of 3
SECRETARY
0\.mTRACT NO.
CS7: 0081-12-020&031
Project Name: Ili 35W at North Tarrant
Parkway(Hillwood Phase II)
STATE OF TEXAS § Funding Categories: 15 CB?
COUNTY OF TRAVIS §
LOCAL TRANSPORTATION PROJECT
ADVANCE FUNDING AGREEMENT
For an Federal Innovative Project
THIS Local Project.Advance Funding Agreement(LPAFA)is made by and between the State.
of Texas, acting by and through the Texas Department of Transportation,hereinafter called the
"State", and the City of Fort Worth, acting by and through its duly authorized officials,
hereinafter called the"Local Government."
WITNESSETH
WHEREAS, a Master Agreement between the Local Government and the State has been
adopted and states the general terms and conditions for transportation projects developed through
this LPAFA; and,
WHEREAS,the Texas Transportation Commission passed Minute Orders 100824 that provides
for the development of, and funding for,the project describe herein; and,
WHEREAS,the Governing Body of the Local Government has approved entering into this
LPAFA by resolution or ordinance dated G- 5-1-o 01 ,which is attached hereto and
made a part hereof as Attachment A for development of the specific project which is identified in
the location map shown as Attachment B.
NOW,THEREFORE,in consideration of the premises and of the mutual covenants and
agreements of the parties hereto,to be by them respectively kept and performed as hereinafter set
forth,it is agreed as follows:
AGREEMENT
1. The period of this LPAFA is as stated in the Master Agreement,without exception.
2. Termination of this LPAFA shall be under the conditions as stated in the Master
Agreement,without exception.
3. Amendments to this LPAFA shall be made as described in the Master Agreement,
without exception.
" 1
4. Scope of Work
The scope of work for this LPAFA is described as the following:
1. The Local Government will provide the PS&E package for the construction of the
interchange of North Tarrant Parkway and IH 35W including the interchange bridge,
ramps and frontage roads.
2. The Local Government will be reimbursed eighty percent(80%) for the development
of the PS&E package.
3. The Local Government will fund 100% of the construction of the ramps and frontage
road above the fixed amount of federal funding,which is$5,385,453 less all
applicable preliminary engineering charges for the development of the PS&E package
described in Item 1.
4. The State will fund 100%of the construction.of the North Tarrant Parkway bridge
over IH 35W including approaches.
he responsibility of the Local Government, as
5. Right of Way and Real Property shall be t
stated in the Master Agreement,without exception.
6. Adjustment of utilities will be provided by the Local Government as.required and as
stated in the Master Agreement without exception.
7. Environmental Assessment and Mitigation will be carried out as stated in the Master
Agreement,without exception.
8. Compliance with Texas Accessibility Standards and ADA will be as stated in the Master
Agreement,without exception.
9. Architectural and Engineering Services will be provided by the Local Government. The
Local Government is responsible for performance of any required architectural or preliminary
engineering work. The State will review and comment on the work as required to accomplish
the public.purposes of the Local Government. The Local Government will cooperate fully
with the State in accomplishing these local public'purposes to the degree permitted by State
and Federal law.
10. Construction Responsibilities will be carried out by the State, as stated in the Master
Agreement,without exception.
11.Project Maintenance will be undertaken as provided for in the Master Agreement,
without exception.
12.Local Project Sources and Uses of Funds
a. Project Cost Estimate: A Project Cost Estimate is provided in Attachment C.
2
b. A Source of Funds estimate is also provided in Attachment C. Attachment C shows the
percentage and absolute dollar amount to be contributed to the project by federal, state,
and local sources.
c. The Local Government is responsible for all non-federal and non-state funding,including
all project cost overruns,unless provided for through amendment of this agreement.
d. After execution of this LPAFA,but prior to the performance of any work by the State,the
Local Government will remit a check or warrant made payable to the"Texas Department
of Transportation"in the amount specified in Attachment C as the local contribution for
Preliminary Engineering. The Local.Government will pay at a minimum its funding
share for this estimated cost of preliminary engineering as stated in the Local Project
Sources and Uses of Funds provision of the Master Agreement.
e. Sixty(60) days prior to the date set for receipt of the construction bids,the Local
Government shall remit its remaining financial share for the State's estimated
construction oversight and construction costs and any others costs owing.
f. In the event the State determines that additional funding is required by the Local
Government at any time during the development of the Project,the State will notify the
Local Government in writing. The Local Government will make payment to the State
within thirty(30) days from receipt of the State's written notification.
,13. Incorporation of Master Agreement Provisions
This LPAFA incorporates all of the governing provisions of the Master Advance Funding
Agreement(MAFA)in effect on the date of final execution of this LPAFA;unless such
MAFA provision is specifically excepted herein.
14. Signatory Warranty
The signatories to this agreement warrant that each has the authority to enter into this
agreement on behalf of the party represented.
i
i
3
IN TESTIMONY HEREOF, the parties hereto have caused these presents to be executed in
duplicate counterparts.
THE LOCAL aipaMllke T
By: G ---
roomer
Title: Assistant City Manager
Date: C ISLot
THE.STATE OF TEXAS
Executed for the Executive Director and approved for the Texas.Transportation Commission for
the purpose and effect of activating and/or carrying out the orders, established policies or work
programs heretofore approved and authorized by the Texas Transportation Commission.
By:
Jennif . Soldano,Director
Contr ct Services Office
Date:
Approved As To Form And Legality
ATTE BY
Assistant 'ty Attorney
Contract Authorization
Date
4
ATTACHMENT A
A Resolution
No.
A RESOLUTION APPROVING A LOCAL TRANSPORTATION
PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS
DEPARTMENT OF TRANSPORTATION FOR A CONGRESSIONAL
HIGH PRIORITY PROJECT FOR A NEW INTERCHANGE AT
IH-35W AND NORTH TARRANT PARKWAY
WHEREAS, the Transportation Equity Act for the 21St Century
(TEA-21) established a Congressional High Priority Program to increase
safety, access, and transportation mobility on the Interstate Highway
System; and
WHEREAS, the Texas Transportation Commission approved a new
interchange at IH-35W and North Tarrant Parkway under the Texas
Department of Transportation (TxDOT) Discretionary Program; and
WHEREAS, the total estimated cost for the project is $6,654,761.
The Federal and State.participation is estimated to be $5,722,843 of the
actual cost of the project and the City participation is estimated to be
$931,918 of the actual cost of the project; and
WHEREAS, the scope of work for the new interchange at IH-35W
and North Tarrant Parkway consists of the following:
® TxDOT will fiend 100% of the construction of the North
Tarrant Parkway bridge over tH-35W including approaches.
® The City will fiend 100% of the constriction of the ramps and
frontage roads above the fixed amount of federal funding,
which is $5,385,453 less all applicable preliminary engineering
charges for the development of the plans, specifications, and
estimates package.
CITY OF FORT WORTH
The City will provide the plans, specifications, and estimates
package for construction of the interchange including the
bridge, ramps, and frontage roads.
® The City will be reimbursed eighty-percent (80%) for the
development of the plans, specifications, and estimates
package.
NOW THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF FORT WORTH, that the City Council authorizes the.
City Manager to execute a Local Transportation Project Advance Funding
Agreement with the.Texas Department of Transportation for a Congressional
High Priority Project for a new interchange at IH-35W and North Tarrant
Parkway.
ADOPTED this day of JAW , 2001
Mayor Kenneth Barr
ity, Secretary
APPROVED AS TO FORM AND LEGALITY
Assistant City Attorney . APPROVED
CITY COUNC'�
.
JUN 5 2001
city svmtm tho
cit1 of Fort worth,Tax"
CITY OF FORT WORTH
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Exhibit "E"
Description of Source Property (p. 1 o 3)
Being 'a tract of land situated in the William McCowen Survey, Abstract No. 99, Tarrant County,
Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at the an axle found at the southwest corner of'that Tract 1 as described in a Deed
to Ellesmere Investments Corporation, N.V. as recorded in Volume 6617, Page 99 of the County
Records of Tarrant County, Texas, said point being called the southwest corner of said
McCowen Survey therein;
THENCE northerly along the west line of said Ellesmere Tract and along the west line of said
McCowen Survey at 2466.71 feet pass a 5/8 inch iron rod in the southerly right-of-way line of
Harmon Road where it turns north; and continue on passing the southerly right-of-way line of
State Highway No. 287 and there leaving said Ellesmere tract and continuing northerly across
said Highway 287, and along Harmon Road and along the West line of said McCowen Survey
passing Hicks Road to an ell corner in said McCowen Survey, and being the point where
Harmon Road turns to the East and is then called Golden Heights Road, said point also being in
the south line of the Josiah Walker Survey, Abstract No. 1063;
THENCE Easterly 2671 feet, along the line common to.said McCowen Survey and Walker
Survey, and along Golden Heights Road to the southeast corner of said Josiah Walker Survey,
said point being the most northerly northeast corner of that Tract 2, as described in a Deed to
Guy Foley and A.A. Allen as recorded in Volume 1663, Page 208 of'said County Records, said
point also being the point of beginning of City of Fort'Worth Annexation Ordinance No. 9689;
THENCE Southerly 4068 feet leaving said common survey line, and leaving said road along the
easterly west line of said Foley and Allen Tract and along the boundary of said Annexation
Tract.
THENCE easterly 1576 feet along the boundary of said annexation tract to the westerly right-of-
. way line of Interstate Highway 35W, said point being the northwest corner of a judgment filed in
Volume 4186, Page 386 of said County Records;
THENCE continuing easterly across Highway 35W, 350 feet to the easterly right-of-way line of
said Highway 35W;
THENCE northerly 4845 feet more or less along the easterly right-of-way line of said Highway.
35 W, to the southerly right-of-way line of Golden Triangle Boulevard;
THENCE Easterly 2420 feet more or less, along the southerly right of way line of said Golden
Triangle Boulevard to the westerly right-of-way line of Old Denton Road, said point being the
northeast corner of that tract of land described in a Deed to H.R. Perot as recorded in Volume
8494, Page 1570 of said County Records;
Description of Source Property (p. 2 of '3)
THENCE Southerly 14,870 feet more or less, along the westerly right-of-way line of said Old
Denton Road to a point in the southerly line of that tract of land described in a Deed to H. R.
Perot (Tract V) as recorded in Volume 8279, Page 2263; -
THENCE Westerly 2945 feet along the southerly line of said Perot Tract (Vol. 8279, Page 2263)
to the easterly right-of-way line of said Highway 35 W;
THENCE Southerly along the easterly right of way line 1500 feet more or less, to the south line'
of said McCowen Survey;
THENCE Westerly along the south line of said McCowen survey crossing said Highway 35W,
and then crossing to the westerly right-of-way line of said Highway 287, passing the.southeast
corner of said Ellesmere Investments Tract and continuing along the south line of said
McCowen Survey and along the south line of said Ellesmere tract 3876.76 feet from the
southeast corner of said Ellesmere tract as called for in said Deed to.the POINT OF
BEGINNING, and containing 2,518 acres of land, more or less.
BUT SPECIFICALLY EXCLUDING THE PROPERTY DESCRIBED ON P. 3 OF THIS DESCRIPTION
Exhibit•"E
Description of Source Property (P.' 3 o-6 3)
THE SOURCE PROPERTY SPECIFICALLY EXCLUDES THE FOLLOWING PROPERTY:
Being a tract of land situated in the William McCowen Survey, Abstract No. 999, Tarrant
County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at the northwest corner of that tract of land described by deed to Societe Generale
Financial Corporation as recorded in Volume 14738, Page 59 of the County Records of Tarrant
County, Texas, said point being in Harmon Road, and in the west line of said William McCowen
Survey;
THENCE N 00 000'00" E, 6134.78 feet with Harmon Road to an ell corner of said William
•McCowen Survey, and being the point where Harmon Road turns East and is then called Golden
Heights Road, said point being in the south line of the Josiah Walker Survey, Abstract No. 1063,
and also being in the south right-of-way line of Park Glen Boulevard;
THENCE S 89 003'23" E,2671.40 feet, along the common line of the William McCowen Survey
and Josiah Walker Survey, and Golden Heights Road to the southeast corner of said Josiah
Walker Survey, said point being the most northerly northeast corner of that Tract 2, as described
by Deed to Guy Foley and A.A. Allen as recorded in Volume 1663,Page 208 of said County
Records, said point also being the point of beginning of City of Fort Worth Annexation
Ordinance No. 9689;
THENCE S 00 003'21" W, 5552.00 feet leaving said common survey line, and leaving said road,
along the easterly west line of said Guy Foley and A.A. Allen tract and along the boundary of
said Annexation tract;
THENCE N 89 058'26" W, at 420 feet crossing the north right-of-way line of Park Glen
Boulevard and continuing for a total distance of 902.63 feet;
THENCE S 00 000'00" W, 3124.71 feet;
THENCE S 89°24'01" W, 1763.09 feet to a point in Harmon Road;
THENCE N 00°00'00" E, 2603.96 feet with Harmon Road to the POINT OF BEGINNING and
containing 468 acres of land more or less.
This document was prepared under 22 TAC 663.21, does not reflect the results of an on the
ground survey, and is not to be used to convey or establish interests in real property except those
rights and interests implied or established by the creation or reconfiguration of the boundary of
the political subdivision for which it was prepared.
C&B Job No. XXXX
J:\JOB\PLAYISTAN\GEO\PROJDBS\OUTPUT\TIFLGL.doc February 13, 2003
Pagel of 1
- - i
City of Fort Worth, Texas
"nuor and cou"Clet Communication
W W
DATE REFERENCE NUMBER I LOG NAME PAGE
5/27/03_ C-19603 20NTP-2 1 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/IH-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Community
Development Agreement with AIL Investment, L.P. (AIL) to provide funding for the construction of the
North Tarrant Parkway/IH-35W Interchange and North Tarrant Parkway from IH-35W to Rainey Lake
Road.
DISCUSSION:
AIL is a limited partnership affiliated with Hillwood, Inc. (Hillwood). Because the City does not currently
have all of the funds necessary to proceed with the construction of North Tarrant Parkway, AIL has
volunteered to advance a portion of those funds so that the construction project may proceed as
planned.
Staff recommends dividing the current construction of North Tarrant Parkway from IH-35W to US 377
into construction phases to match funding availability. The first phase would include construction of a
four-lane divided roadway from the North Tarrant Parkway/IH-35W Interchange to east of Rainey Lake
Road. To match TxDOT's construction schedule, the first phase would be separated into two
construction plan sets. The initial construction would be the IH-35 interchange with the roadway section
between IH-35 and Rainey Lake Road to follow in a separate construction contract. These two
construction projects would be coordinated with the City, TxDOT, and adjacent property owners. They
will provide a four-lane "rural" roadway between IH-35 to the existing two-lane rural section.
The second construction phase would include the north two lanes from east of Rainey Lake Road to US
377.
On May 13, 2003, Mayor and Council Communication C-19591 was submitted to the City Council for
consideration. The City recently received a letter from TxDOT stating that $717,538 in federal funds
would be available for the interchange. As a result, the amount of the developer's contribution for
construction of these two projects was reduced by this amount. However, the amount for contingencies
for the project was increased by a corresponding amount. With the additional' $717,538 available for
contingencies, the project would be unlikely to go over the amount of the developer's cap.
The anticipated cost distribution for these two construction projects are noted below:
• Phase I - Interchange Ramps and Frontage Roads
City funds = $ 931,918
Developer funds = $1,582,787
City of Fort Worth, Texas
'*Q il"Col 10M 1 1
DATE REFERENCE NUMBER LOG NAME PAGE
5/27/03 C-19603 20NTP-2 2 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/I1-1-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
• Phase II - Completion of Road between IH-35W to Rainey Lake Road
City funds = $950,000
Developer funds = $429,263
• In the event the total City cost for both projects exceeds $4,611,506, then:
- The developer funds up to an additional $2,632,966 for contingencies;
- The City funds any additional amounts in excess of $2,632,966
Histo
On October 8, 1996 (M&C C-15688), the City Council authorized the execution of a Surface
Transportation Program - Metropolitan Mobility (STP-MM) agreement with the Texas Department of
Transportation (TxDOT) for construction of North Tarrant Parkway from US 377 to IH-35W.
On October 12, 1999 (M&C C-17684), the City Council authorized the execution of an engineering
services agreement with Carter & Burgess, Inc. to prepare the final design plans for construction of
North Tarrant Parkway from US 377 to IH-35W.
On June 5, 2001 (M&C G-13261), the City Council authorized the execution of a Local Project Advance
Funding Agreement with TxDOT for construction of North Tarrant Parkway/IH-35W Interchange.
On July 10, 2001 (M&C C-18648), the City Council authorized the execution of an engineering services
agreement with Carter-Burgess, Inc. to prepare the final design plans for construction of the North
Tarrant Parkway/IH-35W Interchange.
On May 14, 2002 (M&C C-19078), the City Council authorized the execution of a contract amendment
with Carter & Burgess, Inc. in the amount of $69,596.00 to provide additional design services for: a new
sidewalk on the north side of North Tarrant Parkway from Rainey Lake Road to Park Vista Boulevard;
three new traffic signals located at Taggart Trail, Parkwood Hills Boulevard, and Trace Ridge Parkway;
and existing pavement reconstruction from North Beach Street to Park Vista Boulevard.
On December 10, 2002 (M&C C-19377), the City Council authorized the City Manager to execute a
reimbursement agreement with ExxonMobil Pipeline Company, in the amount of $164,990.07 to
inspect, recondition, and extend casing pipe for two pipelines crossing the proposed improvements for
this project.
City of Fort Worth, Texas
"ayor and
Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
5/27/03 C-19603 1 20NTP-2 3 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/I1-1-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
Funding Mechanism:
Under the proposed Community Development Agreement, the City will use its best efforts to designate
certain property surrounding North Tarrant Parkway as a tax increment financing reinvestment zone
(TIF). It is anticipated that the construction of North Tarrant Parkway would be included as part of the
TIF's project plan and that the TIF's board of directors would enter into a development agreement with
AIL to reimburse AIL for any funds advanced by AIL for the construction of North Tarrant Parkway. It is
anticipated that the term of the TIF would be 15 years, that the City would contribute tax increment to
the TIF only if the TIF entered into a development agreement with AIL as described above and that
Hillwood would have two seats on the TIF's board of directors.
The process for designating the TIF, obtaining participation in the TIF from other interested taxing units,
appointing a board of directors and adopting a TIF project and financing plan will take at least two
months, in part because of time frames established by state law. In order for the construction project to
begin as planned, AIL will have to advance certain funds before the TIF's development agreement is
able to be executed. Therefore, in order to protect its interests, AIL has requested that the City enter
into an agreement with AIL that provides for reimbursement of any advance funding by AIL in the event
that a TIF development agreement is not executed. This City agreement is intended to be an interim
measure only and will terminate upon execution of the TIF development agreement. In other words, the
City's obligation to reimburse AIL with City funds will only arise if the TIF development agreement is
executed later than expected (2004 or later) or is never executed at all, in which case, as stated above,
revenues earmarked for the TIF would be retained by the City.
The debt created hereunder will bear interest at the rate of four percent (4%) per year, accruing on the
date any funds are advanced by AIL.
In order for the City legally to reimburse AIL for any funds advanced by AIL for the construction of North
Tarrant Parkway, the Texas Constitution requires that the City must create a sinking fund and, once the
obligation to repay the debt created arises, deposit into that sinking fund each year an amount equal to
at least 2% of the amount owed to AIL, plus any interest. Each year during the term of the proposed
agreement, the City will take from its General Fund a sum equal to the property tax increment revenue
received in that year from the property to be included in the TIF (the Source Property) and deposit that
sum into the sinking fund. The City's obligation to reimburse AIL will begin in the year in which the
Source Property generates tax increment equal to at least 2% of the funds advanced by AIL, plus
interest. In that and each subsequent year, the City will reimburse AIL in installments that are equal to
the amount of revenue deposited into the sinking fund. In any year that the amount of revenue
deposited into the sinking fund is less than 2% of the City's debt to AIL (i.e. the Source Property
decreases in value), the City will have to transfer additional funds from other legally available sources
into the sinking fund in order to pay AIL an installment that is equal to 2% of the debt. However, the
City will be entitled to reimburse itself in subsequent years when the Source Property tax increment
exceeds 2% of the City's debt to AIL.
City of Fort Worth, Texas
4velgor and council COMM unicoltio on
DATE REFERENCE NUMBER — OG NAME T — PAGE
5/27/03 C-19603 L 20NTP-2� 4 of 4
SUBJECT AUTHORIZE EXECUTION OF COMMUNITY DEVELOPMENT AGREEMENT WITH AIL
INVESTMENT, L.P. FOR REIMBURSEMENT OF ADVANCE FUNDING FOR
CONSTRUCTION OF NORTH TARRANT PARKWAY/11-1-35W INTERCHANGE AND
NORTH TARRANT PARKWAY FROM IH-35W TO RAINEY LAKE ROAD
As stated above, this agreement is intended to be an interim measure only and will terminate upon
execution of the TIF development agreement. In addition, if for some reason the TIF development
agreement is never executed, the proposed agreement will terminate on the earlier of (i) the date as of
which AIL has been fully reimbursed by the City; (ii) March 1, 2034; or (iii) March 1, 2019, if the property
to be included in the TIF never develops sufficiently to generate property tax increment in any given
year equal to at least 2% of the City's debt to AIL.
Schedule:
The following is the anticipated construction schedule by TxDOT:
PROJECT ANTICIPATED LETTING DATE
Construct new Interchange at IH-35W for North Tarrant Parkway Summer 2003
Construct new 4-lane divided roadway from 350 east of
Rainey Lake Road to IH-35W Fall 2003
Widen existing 2-lane roadway to a 4-lane divided roadway
from US 377 to 350 feet east of Rainey Lake Road 2004 or 2005
This project is located in COUNCIL DISTRICTS 2 and 4, Mapsco 3513-37E.
FISCAL INFORMATION:
The Finance Director certifies that this agreement does not impose any additional obligation on City
funds beyond those already agreed to by the City in its agreement with TxDOT related to the
construction project referenced herein.
MO:k
-F- --F-AMOUNT
Submitted for City Manager's FUND ACCOUNT CENTER CITY SECRETARY
Office by: (to)
Marc Ott 8476
Originating Department Head:
Robert Goode 7804 (from)
Additional Information Contact:
Robert Goode 7804