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HomeMy WebLinkAboutContract 60748Date Received: Jan 11, 2024 Time Received: 3:57 p.m. City Secretary Number: 60748 FUTURE IMPROVEMENTS AGREEMENT FOR INFRASTRUCTURE IMPROVEMENTS TRAFFIC SIGNAL IMPROVEMENTS FOR 35 EAGLE PHASE III This FUTURE IMPROVEMENTS AGREEMENT ("Agreement"), is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and PR III/Crow Building E, F, G & L, LP ("Developer"), a Delaware limited partnership, acting by and through its duly authorized representative. City and Developer are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Developer or its affiliates are the owner of a tract of land within the City of Fort Worth located at the northwest corner of Interstate 35W and Eagle Parkway, Fort Worth, Texas, as more specifically shown in Exhibit A, which is attached hereto and incorporated herein by reference ("Property"); and WHEREAS, Developer is developing the Property by constructing public water, sewer, paving storm drain and streetlight improvements ("Project"); and WHEREAS, the City has entered into that certain Community Facilities Agreement (CFA22- 0027) ("CFA") with an affiliate of Developer; and WHEREAS, the CFA includes the proportionate share of the construction of public water, wastewater, pavement and street lights infrastructure necessary to support the development of the Property; and WHEREAS, in lieu of the Developer or its affiliates, pursuant to the CFA, constructing certain traffic signal improvements within Interstate 35W, as more specifically depicted in Exhibit B which is attached hereto and incorporated herein by reference ("Improvements"), City will instead construct the Improvements as part of future Capital Improvements Project, with Developer contributing those funds it would have spent to construct the Improvements and the City constructing the Improvements at a later time; and WHEREAS, Developer or its affiliates have paid to the City $232,500.00 ("Developer Funds") for the City to construct the Improvements; and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure that is constructed according to City standards; and FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III OFFICIAL RECORD PR III/Crow 35 Eagle, LP CITY SECRETARY Page 1 of 11 FT. WORTH, TX WHEREAS, the determination of the amount of Developer Funds is not an assessment pursuant to Chapter 313 of the Texas Transportation Code; NOW THEREFORE, in consideration of the above recitals, incorporated herein for all purposes, City and Developer, acting by and through their duly authorized representatives, do hereby agree as follows: 1. Improvements The Improvements and the estimated cost to construct the Improvements are described in Exhibit "A" which is attached hereto and incorporated herein by reference. 2. Future Improvements Funds Concurrently with the execution of this Agreement, Developer has paid to the City $232,500.00, which amount represents one hundred twenty five percent of the estimated cost of constructing the Improvements ("Future Improvements Funds"). The Future Improvements Funds shall serve as the entire amount of Developer's contribution for the cost to construct the Improvements. 3. Construction of Improvements The City may construct (or cause to be constructed) the Improvements at a time convenient to the City provided that adequate public funds, including the Developer Funds, for construction of the Improvement are secured. 4. Use of Funds By accepting the Funds and by execution of this Agreement, City agrees that the Developer will have no further obligation to pay any additional amount for the Improvements or take any further action with regard to the construction of the Improvements, even if. (a) the actual costs to construct the Improvements exceeds the costs expected by the City as of the date of this Agreement; (b) the specifications, composition, or other characteristics of the Improvements hereafter change for any reason; (c) a mistake has been made (mutual or unilateral) in computing the costs of the Improvements or otherwise; or (d) the costs or scope of the Improvements change for any reason. No refund of any kind shall be made to Developer in connection with the Developer Funds for the Improvements. Notwithstanding anything to the contrary herein, City may use the Future Improvement Funds to construct improvements that are located in the vicinity of the Project that address transportation demands caused by the Project. If some or all of the Future Improvement Funds are used to construct FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 2 of 11 such adjacent improvements, City shall be responsible for constructing or causing the construction of the Improvements contemplated by this Agreement at a time convenient to the City. 5. Binding Effect; Entire Agreement; Amendments This Agreement shall be binding upon and inure to the benefit of the City and Developer and their respective successors and assigns. This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the parties hereto, and may not be amended except by a writing signed by all parties and dated subsequent to the date hereof. 6. Construction of Improvements The City will use its best reasonable efforts to construct the Improvements without undue delay, but City's construction may be subject to City securing the additional funding which may be necessary to fully construct the Improvements. 7. Notices All notices required or permitted under this Agreement may be given to a party by hand - delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: DEVELOPER: City of Fort Worth PR III/Crow Building E, F, G & L, LP Contract Management Office 2100 McKinney St. Suite 800 200 Texas Street Dallas, Texas 75201 Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 3 of 11 City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one parry may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 8. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 9. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 10. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 11. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this Agreement; therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 12. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 4 of 11 and Developer. 13. No Third -Party Beneficiaries 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. 14. Prohibition on Boycotting Israel Developer, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Contractor has 10 or more full time- employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 15. Prohibition on Boycotting Energy Companies. Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021,-87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 16. Prohibition on Discrimination Against Firearm and Ammunition Industries. Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 5 of 11 from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 17. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 18. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 19. Entire Agreement This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the City and Developer, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 6 of 11 IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH DEVELOPER: Dam rGll'AkoGf [Signature on following page] Dana Burghdoff (Jan Yf, 2024 Z.A CST) Dana Burghdoff Assistant City Manager Date: Jan 11, 2024 Recommended by: Dwayne Hollars (Jan 4, 2024 08:30 CST) Bichson Nguyen / Dwayne Hollars Contract Compliance Specialist Development Services Department APPROVED AS TO FORM AND LEGALITY .9� Richard A. McCracken (Jan 11, 202415:42 CST) Richard A. McCracken Sr. Assistant City Attorney -Section Chief Contract Compliance Manager: ATTEST: q,044UUn� �boF FAR?o6% By signing, I acknowledge that I am the ;�o��°o. person responsible for the monitoring and o ,� 000 * d administration of this contract, including ensuring (� �S 0 s a°a�� rEl0000 � nnaaa'd'O' all performance and reporting requirements. Jannette S. Goodall City Secretary Name: Tyson Thompson, PE Title: Assistant Director FUTURE IMPROVEMENTS AGREEMENT OFFICIAL RECORD TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III CITY SECRETARY PR III/Crow 35 Eagle, LP FT. WORTH, TX Page 7 of 11 DEVELOPER PR III/Crow Building E, F, G & L, LP By: PR III/Crow Building E, F, G & L GP, LLC Its General Partner By: PR III/Crow Building C, E, F, G & L Holdings, LLC A Delaware limited liability company Its sole member and manager By: TC Eagle CEFGL Development, LLC A Delaware limited liability company Its authorized signatory By: TCDFW Industrial Development Inc., A Delaware corporation Its managing member Jake Marks (Jan 3, 202419:32 CST) Jake Marks Senior Vice President Date: Jan 3, 2024 FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 8 of 11 T `y t • LO 9 '`S4jf C,j ,p Wy F Cm HLFF' I EXHIBIT B PROJECT LOCATION TRAF= e SIGNAL LOCATIONS TRAFFIC SIGNAL LOCATU]NS 35 EAGLE PHASE III 448L�U'STR1Ai DEVELOPMENT FUTURE IMPRQVEMENT AGREEMENT DATE; 02f2312622 �! AVO: 34575 Lk]RWORTI-iH. FORT T TEq FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 10 of 11 FORT WORTH::. DATE: November 2, 2021 FROM: Tom Simerly, PE Attention: Halff Associates, Inc. Subject: 35 Eagle, Phase II, TIA Update and Signal Warrant Study The City of Fort Worth Development Services Department has reviewed the updated Traffic Impact Analysis and Signal Warrant Study, located west of IH 35W along Eagle Parkway. The study accurately represents the theoretical impacts of the existing and proposed development on the roadway system. The signal warrant study has determined that the development contributes 38% of the total traffic at the southbound frontage road and 24% of the total traffic at the northbound frontage road at buildout (2025) during the peak hours. The City traffic signal division has provided a cost estimate for a diamond interchange design and construction of $600,000. That would equate to $300,000 per side. For the southbound frontage road, the developers share would be 38% of $300,000, or $114,000. For the northbound frontage road, the developers share would be 24% of $300,000, or $72.000. This totals $186,000. The developer will be required to initiate a Future Improvement Agreement for $186,000 with the City prior to moving forward with the development of the additional buildings. The tract is subject to a review of the Rough Proportionality and a potential Future Improvement Agreement for roadway construction based on the sites impact on the roadway system prior to final platting of any phase. Sidewalks and street lights are required for all public and private streets as per City of Fort Worth Standards. Sincerely, Tom Simerly, PE City of Fort Worth Transportation Development Review Development Services Department CC: Development Services Department— Platting Division DEVELOPMENT SERVICES GrvaF—W—•200 To S—.F—W..-T-76102-6311 C—.S.-817-392- 2222 •F..817-392-8116 FUTURE IMPROVEMENTS AGREEMENT TRAFFIC SIGNAL IMPROVEMENTS 35 EAGLE PHASE III PR III/Crow 35 Eagle, LP Page 11 of 11