HomeMy WebLinkAboutContract 60786Date Received: 1/19/2024
Time Received: 3:00 p.m.
Permit No.: MAINT23-009
City Secretary No.: 60786
AGREEMENT
FOR MAINTENANCE OF NON-STANDARD
IMPROVEMENTS
THIS AGREEMENT FOR MAINTENANCE OF NON-STANDARD IMPROVEMENTS
("Agreement"), is by and between the City of Fort Worth, a Texas home rule municipal
corporation ("City") and Vickery Village Development LLC, a Texas limited liability company,
("Developer"). City and Developer are sometimes referred to as a Party or Parties. This
Agreement will be effective as of the Effective Date established herein.
SECTION 1
DESCRIPTION OF PROPERTY
1.01 Developer is the owner of certain property in Fort Worth, Tarrant County, Texas, located at
800 W Vickery Blvd, City of Fort Worth, 76104, Tarrant County, and depicted on "Exhibit A
attached and incorporated into this Agreement (the "Developer Property").
1.02 The City and Developer hereby agree that Developer will provide, furnish, and perform
the services specified herein on City -owned sidewalks and right-of-ways (the "Project Site")
located adjacent to the Developer Property, as further described in this Agreement in "Exhibit
B ", attached and incorporated into this Agreement.
SECTION 2
DUTIES AND RESPONSIBILITIES
2.01 Developer shall commence, carry on, and provide the services contemplated in the
Contracts (as defined herein) in accordance with this Agreement and its attachments and all
applicable laws. In providing such services, Developer shall take such steps as are appropriate
to ensure that the work involved is properly coordinated with any related work performed by
the City or the City's authorized representative.
2.02 Developer represents that it has or will secure, at its own expense, all materials, supplies,
machinery, equipment, tools, superintendence, labor, personnel, insurance, and other accessories
and services necessary to provide maintenance of the following elements ("Improvements"), all
of which are to be installed pursuant to and as more particularly described in the contract for
construction services by the Developer.
a. Description of items to be maintained — Landscaping/Trees and Irrigation within the
Maintenance Agreement of Non -Standard Improvements
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Public Right -of -Way in the Area Shown. Landscaping, Irrigation, Hardscape, Lighting,
Landscape drainage outside of the Public Right -of -Way in the Area Shown.
2.03 Developer shall maintain the areas described in Section 2.02 in good working condition
so that the Improvements perform their design function. If pursuant to n o t i c e from the City,
Developer is made aware of any deficiency in the safe and proper functioning of the
Improvements described in Section 2.02 then Developer shall promptly inspect the Improvements
and submit an inspection report to the City. Such inspection report shall (i) note any areas
described in Section 2.02, or portions thereof, which need maintenance or replacement to
perform their design function and (ii) address the corrective actions to be taken by Developer in
accordance with Section 2.06 of this Agreement.
2.04 The City shall be responsible for maintaining its streets and travel lanes excluding
the special pavement treatments described above in accordance with normal City policies
and procedures. The City shall take such steps as are appropriate to ensure that the work
involved is properly coordinated with any related work performed by Developer or the
Developer's authorized representative.
2.05 In the event that any City -owned property, such as utilities, c u r b s , equipment,
turf, t r e e s , etc., are damaged or destroyed during maintenance of the improvements due
to negligence or acts of omissions by Developer, Developer shall be responsible for the
repair or replacement of same.
2.06 In the event Developer, its successor or assigns, fails to maintain the areas described
in Section 2.02 in the manner required by this Agreement, City shall provide written notice
of the non -compliant conditions to Developer, its successor or assigns. Developer, its
successors or assigns, shall make any necessary repairs to comply with this Agreement
within thirty (30) days of receipt of such written notice or, if such repairs are not reasonably
able to be completed within thirty (30) calendar days, Developer shall have, within that
period, begun work on such repairs and shall diligently pursue them to completion,
provided, however, that if the non -compliant conditions creates a condition which poses an
immediate threat to life, health, or property such repair shall be completed within thirty (30)
days of receipt of written notice. If Developer, its successors or assigns, does not make
such repairs as provided herein, the City may enter upon the Project Site and take whatever
steps reasonably necessary to correct the non -compliant conditions and to charge the
reasonable costs of such repairs to Developer, its successors and assigns.
2.07 The City is not obligated to repair the Improvements beyond a level of City's standard
specifications. In the event, however, the City pursuant to this Agreement performs any
work of any nature that is Developer's obligation hereunder and which Developer has failed
to perform, or the City expends any funds in performance of said work for labor, use of
equipment, supplies, materials, and the like that is Developer's obligation hereunder and which
Maintenance Agreement of Non -Standard Improvements
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Developer has failed to perform, Developer, its successors or assigns, shall reimburse the City,
within thirty (30) days of the City making such demand, for the costs attributable to such work
performed by the City including: (i) the cost difference between the City's standard street
specifications and the Improvements installed by the Developer and (ii) the total cost of any
repairs that are outside of the street pavement area. In the event that Developer or its successors
or assigns fails to pay the City for the costs incurred under this section, the City may take
whatever legal steps are necessary to recover from Developer all reasonable and actual costs
incurred by the City for the work performed.
SECTION 3
TERM OF AGREEMENT
The term of this Agreement shall commence upon the Effective Date and shall continue until
the earlier of (i) Developer's permanent removal of the Improvements from the Project Site and
restoration of the Project Site to the then -existing City standards or (ii) the earlier termination
of this Agreement as provided herein.
SECTION 4
TITLE AND CONSTRUCTION
The Parties acknowledge that the Improvements to be maintained as provided in this
Agreement are the subject of the Contracts and that all necessary reviews, approvals, consents,
inspections and modifications of such Improvements, if any, have been or will be made pursuant
to those Contracts. Subject to the provisions of the Contracts, Developer shall retain ownership
of the landscaping, special sidewalk and pavement pavers, benches, project signage, special
lighting and other Improvements installed or located in the City right-of-way pursuant to the
Contracts.
SECTION 5
RIGHT OF ACCESS
5.01 City through its Manager, Transportation and Public Works Director, police and fire
personnel, and other designated representatives, has the right at any time to enter any portion of
the Project Site (without causing or constituting a termination of the use or an interference of the
use of the Project Site by Developer) for the purpose of inspecting and maintaining same and
taking any and all measures necessary for the proper conduct and operation of City property;
provided this shall not authorize or empower the City to direct the activities of Developer or
assume liability for Developer's activities.
5.02 The City will have the right but not the obligation to make routine inspections of the
Project Site. In the event the City observes non-compliance of an area or a condition which
poses a threat to life, health, or property, the City shall notify Developer in writing in accordance
with Section 2.06 of this Agreement.
Maintenance Agreement of Non -Standard Improvements
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SECTION 6
INDEMNIFICATION
6.01 DEVELOPER, ITS SUCCESSORS OR ASSIGNS, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES,
HARMLESS AGAINST ANYAND ALL CLAIMS, LA WSUITS, ACTIONS, COSTS AND
EXPENSES OF ANY KIND, INCL UDING, B UT NOT LIMITED TO, THOSE FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT
OF OR BE OCCASIONED BY (i) DEVELOPER'S BREACH OF ANY OF THE TERMS
OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY)
OR SUBCONTRACTORS, RELATED TO MAINTENANCE OR THE PERFORMANCE
OF DEVELOPER'S OBLIGATIONS UNDER THIS AGREEMENT; EXCEPT THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO
ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR
ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN
THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH
DEVELOPER AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE
CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS
OF TEXAS.
6.02 Developer, its successors or assigns, covenants and agrees that City shall in no way nor
under any circumstances be responsible for any property belonging to Developer, its members,
employees, agents, contractors, subcontractors, invitees, licensees, or trespassers, which may
be stolen, destroyed, or in any way damaged, and the Developer hereby releases the City from
any and all such claims. The City does not guarantee police protection and will not be liable
for any loss or damage sustained by Developer, its members, employees, agents, contractors,
subcontractors, invitees, licensees, or trespassers on the Project Site. It is further agreed that the
acceptance of this release shall not constitute a waiver by the City of Fort Worth of any defense
of governmental immunity, where applicable. or any other defense recognized by the statutes
and court decisions of this State.
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SECTION 7
INSURANCE
Developer shall not commence work under this Agreement until it has obtained a n d
provided documentation thereof for the insurance required by Exhibit C, attached
hereto and incorporated herein. Developer shall be responsible for delivering to the City
Developer's certificate of insurance for approval. Any contractors performing maintenance on
the Improvements shall al so provide to Developer and City documentation of insurance required
by Exhibit C.
SECTION 8
INDEPENDENT CONTRACTOR
Developer shall perform all work and services hereunder as an independent contractor and not
as an officer, agent, servant or employee of the City. Developer shall have exclusive control
of, and the exclusive right to control the details of the work performed hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers,
agents, and employees and sub-consultants/subcontractors. Nothing herein shall be construed as
creating a partnership or joint venture between the City and Developer, its officers, agents,
employees and sub consultants/subcontractors, and doctrine of respondent superior has no
application as between the City and Developer.
SECTION 9
LICENSES AND PERMITS
Developer shall comply with all federal, state and local laws, rules and regulations as well
as with all regulations, restrictions and requirements of the police, fire and health departments
now or hereafter in effect which are applicable to its operations. Developer shall obtain and
keep in effect at its own cost and expense all licenses, permits, and taxes incurred or required
in connection with this Agreement and its operations hereunder.
SECTION 10
LIENS
Developer, its successors or assigns, agrees that it shall do no act nor make any contract that
creates any lien upon or interest in the City's property, and any such contract or lien attempted
to be created shall be void. Should any purported lien on City property be created or filed,
Developer, its successors or assigns, at its sole expense, shall discharge same within thirty (30)
days after notice from City to do so.
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SECTION 11
TERMINATION AND DEFAULT
11.01 Subject to the provisions of Section 11.02 below, in the event Developer fails to comply
with any of the terms and conditions of this Agreement after notice and the passage of the
appropriate cure period provided in this Agreement, City shall have the right, and without further
notice, to declare this Agreement immediately terminated and to enter into and take full
possession of the City's interest in the Project Site, save and except such personal property and
equipment as may be owned by Developer. In the event of such termination of this Agreement
by the City, all rights, duties and privileges of Developer hereunder shall cease and terminate.
11.02 Developer shall be notified by written correspondence of Developer's failure to comply
with any of the terms and conditions of this Agreement. Developer shall have thirty (30) calendar
days from the date of written correspondence to correct deficiencies or, if such deficiencies are
not reasonably able to be corrected within thirty (30) calendar days, Developer shall have, within
that period, begun work on such corrections and shall diligently purse them to completion.
11.03 Upon termination, the parties shall be released from all obligations contained in this
Agreement except for any indemnification obligations pursuant to Section 6 of this Agreement
occurring prior to the effective date of such termination.
11.04 Termination notice shall be considered rendered three business days after being placed in
the United States Postal Service for delivery to the other parry in accordance with Section 13.
SECTION 12
NON-DISCRIMINATION/DISABILITIES
Developer, in its installation or maintenance of the Improvements, of occupancy or use of the
Project Site, shall not discriminate against any person or persons because of race, age, gender,
religion, color, national origin, sexual orientation, or disability nor will Developer permit its
officers, agents, employees or subcontractors to engage in such discrimination.
Maintenance Agreement of Non -Standard Improvements
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SECTION 13
NOTICES
Any notice required shall be sufficient if deposited in the U.S. Mail, postage prepaid and
addressed to the other party as follows:
CITY:
City of Fort Worth
Transportation & Public Works Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
With coov to:
City Attorney's Office
200 Texas Street
Fort Worth, Texas 76102
DEVELOPER:
Vickery Village Development LLC
3800 Maple Avenue, Ste 260
Dallas, TX 75219
SECTION 14
VENUE AND JURISDICTION
This Agreement shall be governed by the laws of the State of Texas. Venue for any action
brought to interpret or enforce, or ari sing out of or incident to, the terms of this Agreement shall
be in Tarrant County. Texas or the United States District Court for the Northern District of
Texas, Fort Worth Division.
SECTION 15
ASSIGNMENT
15.01 Developer agrees that it will not assign all or any part of its rights, privileges or duties
hereunder without the prior written consent of the City and any attempted assignment of same
without such prior consent of the City shall be void except that Developer may, without prior
written consent, assign any or all of its rights, privileges or duties hereunder to an affiliate
(defined as an entity under common control with Developer) or to an authorized Public
Improvement District whose boundaries include the Project Site ("Allowed Assignment") or to
the purchaser of the Developer Property as provided in Section 15.03, below. In the event of an
Allowed Assignment, Developer will notify the City within thirty (30) days of such assignment.
If notice of an Allowed Assignment is not provided within thirty (30) days to the City such
assignment shall be void. In the event of an assignment permitted above, Developer shall
Maintenance Agreement of Non -Standard Improvements
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automatically be released from any further obligation or liability under this Agreement.
Notwithstanding the foregoing, or anything in this Agreement to the contrary, it is understood
and agreed that Developer will contract or subcontract various parts of its obligations hereunder
to others to perform on behalf of Developer, and such contracting or subcontracting is expressly
permitted hereunder.
15.02 Subject to the limitations contained herein, the covenants, conditions and agreements
made and entered into by the parties hereunder are declared to be for the benefit of and binding
on their respective successors, representatives and permitted assigns, if any.
15.03 Notwithstanding anything herein to the contrary, no provision of this Agreement shall
be construed to prohibit or restrict Developer's ability to sell, lease, pledge or otherwise transfer
the Developer Property or any part thereof. Upon any such transfer of the Developer Property,
the benefits and obligations of this Agreement shall run with the Developer Property, or
portion thereof, and bind Developer's successors in interest in proportion to the interest in the
Developer Property so transferred.
SECTION 16
WAIVER, SECTION HEADINGS, AND SEVERABILITY
16.01 In the event any covenant, condition or provision herein contained is held to be invalid by
any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall
in no way affect any other covenant, condition or provision herein contained; provided however,
that the invalidity of any such covenant, condition or provision does not materially prejudice
either Developer or City in connection with the rights and obligations contained in the valid
covenants, conditions or provisions of this Agreement.
16.02. The waiver by the City of any default or breach of a term, covenant or condition of this
Agreement shall not be deemed to be a waiver of any other breach of that term, covenant or
condition or any other term, covenant or condition of this Agreement, regardless of when the
breach occurred.
16.03 The headings in this Agreement are inserted for reference only, and shall not define or
limit the provisions hereof.
SECTION 17
RECORDATION
This Agreement shall be recorded in the Real Property Records of the applicable county and
shall be a covenant running with the land binding upon all parties having any right, title or
interest in the Developer Property and Project Site, or any part thereof, including their heirs,
successors and assigns, and shall inure to the benefit of the owners of the Developer Property and
Project Site and to the City.
Maintenance Agreement of Non -Standard Improvements
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SECTION 18
ENTIRE UNDERSTANDING
18.01 This written instrument including all Attachments, Schedules, and Exhibits attached
hereto constitutes the entire agreement by the Parties concerning this Agreement and the
obligations of the Parties, and any prior or contemporaneous oral or written agreement that
purports to vary from the terms hereof shall be void. This Agreement cannot be modified
or amended without the written consent of all the Parties.
18.02 Neither this Agreement nor any provision hereof may be modified except by an
instrument in writing, signed by the Parties. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and assigns.
18.03. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which, taken together, shall be one and the same instrument.
Electronic signatures and facsimile, pdf or other copies of original signatures shall be binding as
originals.
[Signature Pages and Exhibits Follow]
Maintenance Agreement of Non -Standard Improvements
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IN WITNESS WHEREOF, the Parties have each executed this Agreement by each party's
duly authorized representative. This Agreement shall be effective upon the execution and
date subscribed by the City's designated City Manager ("Effective Date").
CITY OF FORT WORTH
ri6Z! ,?, 8tW,0 d
Dana Burghd off (Jan 9, 20241 :07 CST)
Dana Burghdoff
Assistant City Manager
Date: Jan 19, 2024
Approved as to Form and Legality
Mack (Jan 18, 202414:05 CST)
Douglas Black
Assistant City Attorney
Date: Jan 18, 2024
ATTEST
Janette S. Goodall
City Secretary
Date: Jan 19, 2024
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DEVELOPER:
Vickery Village Development, LLC
a Texas limited liability company
By: Trademark Multifamily Vickery, LLC, a
Texas limited liability company, Manager
By: Chad A. Colley
Its: Manager
Date: 1111 / Z o2- `/
M&C:
Contract Compliance Manager
By signing, I acknowledge that I am the
person responsible or the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Rebecca Diane Owen (Jan 18, 202414:09 CST)
Rebecca D. Owen
Planning Manager
Date: Jan 18, 2024
Maintenance Agreement of Non -Standard Improvements
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Rcviscd 218/23 BN
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ww'z'FHI�PAG"'UR-UYFIUIAL—UfrY o3E—UNLY"�
THE STATE OF TEXAS
COUNTY OFTARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Dana Burghdoff, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she
executed the same for the purposes and consideration therein expressed, as the act and deed
of the City of Fort Worth, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 19th day of
January 92024
BROOKE BONNELL
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Notary Public
* *
STATE OF TEXAS
Notary I.D. 134009525
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. . . .
My Comm. Exp. Oct. 11, 2026
. . . . . . . . . ,
Brooke Digitally signed by
Brooke Bonnell
B o n n e l l Date: 2024.01.19
10:17:54-06'00'
Notary Public in and for the State of Texas
Maintenance Agreement of Non -Standard Improvements
Page 11 of 15
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THE STATE OF "WWS §
COUNTY OF TOX r a — §
BEFORE ME, the undersigned authority a ,(Notary Public in and for the State of�.S
C 1 1 A.
on this day personally appeared a� • U l j! q _ known to
isubscribed t the fore oin instrument and acknowledged to
me to be the person whose name s o foregoing g
me that he/she executed
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,� same for the purposes and onsideration therein expressed, as
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company, as the act and deed of said company.
..GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1 � + , day of
llwvl�_ 2014
Ashley Shane Galloa
My Corr�misslon Expirexpire
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• 6124/2025
Notary ID129916126
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*otaryPub1i t and for the State of Texas
Maintenance Agreement of Non -Standard Improvements
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EXHIBIT A
PROPERTY DESCRIPTION
Maintenance Agreement of Non -Standard Improvements
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Maintenance Agreement of Non -Standard Improvements
Page 14 of 15
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CERTIFICATE OF INSURANCE
Maintenance Agreement of Non -Standard Improvements
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