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Home My WebLink AboutContract 61524Date Received: J u n 11, 2024 City Secretary Time Received: 9:55 AM Contract No.: 61534 FUTURE IMPROVEMENTS AGREEMENT FOR INFRASTRUCTURE IMPROVEMENTS FOR EAST RISINGER ROAD 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 Risinger Logistics Park, Ltd. ("Developer"), a Texas 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 is the owner of a tract of land within the City of Fort Worth located at 10001 Old Burleson Road, Fort Worth, Texas 76140 and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference ("Property"); and WHEREAS, Developer is developing the Property, an approximately 89.5 acre tract for warehousing/distribution ("Project"); and WHEREAS, in connection with the Project, the City approved a Preliminary Plat for Risinger Petrus, PP-20-027 (the "Preliminary Plat"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure that is constructed according to City standards; and WHEREAS, in review of the Preliminary Plat, the City determined that, based upon the increased traffic demands created by the Project, Developer is responsible for constructing paving and associated storm drainage improvements on E Risinger Road beginning at its intersection with Old Burleson Road and extending east approximately 1,300 feet as more specifically described in Exhibits `B", `B-l" and "C" attached hereto and incorporated herein by reference ("Improvements"); and WHERAS, in order to avoid having the construction of E Risinger Road split between two developments, the City is coordinating with the adjacent developer to construct the full section of E Risinger Road, including the Improvements that are the subject of this Agreement; and WHEREAS, in lieu of the Developer constructing the Improvements pursuant to a community facilities agreement, the City has agreed to construct or cause the construction of the Improvement(s) with Developer contributing the funds necessary to construct the Improvements; and WHEREAS, the determination of the amount Developer pays to the City pursuant to this Agreement for construction of the Improvements is not an assessment pursuant to Chapter 313 of the Texas Transportation Code; NOW THEREFORE, in consideration of the above recitals, City and Developer, acting by and through their duly authorized representatives, do hereby agree as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1. Incorporation of Recitals The City and Developer agree that the foregoing recitals are true and correct, form the basis upon which the City and Developer have entered into this Agreement and are incorporated into this Agreement by reference. 2. Improvements The Improvements shall consist of the items more specifically described in Exhibit "A" which is attached hereto and incorporated herein by reference. 3. Future Improvement Funds Concurrently with the execution of this Agreement, Developer has paid to the City $3,000,000.00 (the "Future Improvement Funds"), which amount represents one hundred twenty-five percent of the estimated cost of constructing the Improvements. The Future Improvement Funds shall serve as the entire amount of Developer's contribution for the cost to construct the Improvements. The calculation of the Future Improvement Funds was made as indicated in the following table: City. Roadway Segment Amount E. Risinger Road — 1,300 linear feet (Z-8) $3,000,000.00 Tota 1 $3,000,000.00 4. Construction of Improvements The City shall construct, or cause to be constructed, the Improvements at a time convenient to the 5. Use of Future Improvement Funds By accepting the Future Improvement Funds and by execution of this Agreement, City agrees that Developer will have no further obligation to pay any amounts in addition to the Future Improvement Funds 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 (d) the costs or scope of the Improvements change for any reason. No refund of any balance of the Future Improvement Funds shall be made by City to Developer. In addition, City agrees that by its acceptance of the Future Improvement Funds and by execution of this Agreement, City hereby waives any right or claim to require anything further of Developer with respect to road, street, paving, and/or drainage construction in connection with City's approval of the final plat of the Property except for the payment of transportation impact fees. 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 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, and at the City's sole expense. 6. 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: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 DEVELOPER: Risinger Logistics Park, Ltd. 9800 Hillwood Parkway Suite 300 Fort Worth, Texas 76177 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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 and Developer. 12. 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. 13. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City 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" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 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 Israel; and (2) will not boycott Israel during the term of this Agreement. 14. 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. 15. 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 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. 16. 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. 17. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 18. 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. 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 Dam EGIYandoAF Dana Burghdoff (Jun K 2024 0$:4`7 CDT) Dana Burghdoff Assistant City Manager Jun 11, 2024 Date Management Recommended by: Q xw_ Dwayne Hollars (Jun 10, 202410:41 CDT) Dwayne Hollars Contract Compliance Specialist Planning and Development APPROVED AS TO FORM AND LEGALITY Richard McCracken (Jun 10, 202422:27 CDT) Richard McCracken Sr. Assistant City Attorney Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. TysonT (Jun 10, 2024 22:26 CDT) Name: Tyson Thompson, PE Title: Assistant Director DEVELOPER: Risinger Logistics Park, Ltd., a Texas limited partnership By: Hillwood Alliance Management II, LLC, a Texas limited liability company its general partner 10.. A Eric Elrod (Jun 10, 202408:40 PDT) Eric Elrod Senior Vice President, Development Date Jun 10, 2024 ATTEST A .fig Jannette S. Goodall City Secretary Q,aovoVp�n d F fQRt Ba PV° o=d cn a b n�P?o OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX NT NOT TO SCALE DATE: MAY. 2024 EXHIBIT A - VICINITY MAP IJEVERMAN PKWY EAST / ROAD I� - � 89.5 Ac SITE i _ - J OLD BURLESON ROAD I I U) ry w 0 O Y Q O MAPSCO NO. 105T EAST RISINGER ROAD McPHERSON RD OWNER / DEVELOPER: HILLWOOD ALLIANCE SERVICES. LLC 9800 HILLWOOD PARKWAY SUITE 300 FORTH WORTH, TEXAS 76177 PHONE: 817-224-6000 FAX: 817-244-6060 Westwood Westwood Professional Services Inc 9800 HILLWOOD PARKWAY SUITE 250 FORT WORTH, TX 76177 (SHEET 1 OF 3) PHONE: 817-562-3350 DATE: MAY. 2024 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - EXHIBIT B - PAVING LOTS 2A & 2B, BLOCK 1 1 LOT 1, BLOCK 1 '�N( BECKMAN ADDITION BECKMAN ADDITION VOL. 388-112, PG. 67 LOMA PALNT ADDITION CAB. A, SLIDE 10800 C.R.T.C.T. VOL. 388-135, PG. 94 C.R.T.C.T. C.R.T.C.T. I I RIGHT SCOTT, MITTIE TRACT, LOT 1 I SCOTT, MITTIE TRACT, LOT 2A FORT WORTH EVERMAN/RISINGER TCRG OPPORTUNITY VII, LLC DEVELOPMENT, LLC. INST.# D219207868 INST.# D221068720 C.R.T.C.T. C.R.T.C.T. I I I I TURN LA1/2 - 110" ROW NE] —� — — — — � o ❑ o HOLLINGSWORTH ADDITION J!j LOT 3, BLOCK 1 LOT1-R2, CAB. A, SLIDE 8400 HOL CAB. A,OLID ADDITION C.R.T.C.T. CAB. A, SLIDE 8558 I C R.T.C.T. 1 HOLLINGSWORTH ADDITION LOT1-R1, CAB. A, SLIDE 8400 C.R.T.C.T. LEGEND II PAVEMENT 24/7 STORAGE COMPANY INST.#D210086281 C.R.T.C.T. i RISINGER LOGISTICS PARK, LTD. INST.# D220247380 C.R.T.C.T. l Jni SIDEWALK BY DEVELOPER EAST RISINGER ROAD 0 Q 0 Z 0 1n W J m LOT1, BLK 3 RISINGER ADDITION 0 RISINGER LOGISTICS PARK, LTD J INST.# D220247380 O O H.C. RAMPS BY DEVELOPER I OWNER / DEVELOPER: Westwood HILLWOOD ALLIANCE NORTH 400' EAST RISINGER ROAD SERVICES. LLC 9800 HILLWOOD PARKWAY Westwood Professional Services Inc SUITE 300 9800 HILLWOOD PARKWAY FORTH WORTH, TEXAS 76177 SUITE 250 GRAPHIC SCALE PHONE:817-224-6000 FORT WORTH, TX76177 (SHEET 2OF3) FAX: 817-244-6060 PHONE: 817-562-3350 DATE: MAY, 2024 LOTS 2A & 2B, BLOCK 1 I BECKMAN ADDITION CAB. A, SLIDE 10800 C.R.T.C.T. 7' X 3' RCB EXHIBIT 131- STORM DRAINAGE BECKMAN ADDITION I LOT 1, BLOCK 1 VOL. 388-112, PG. 67 LOMA PALNT ADDITION C.R.T.C.T. VOL. 388-135, PG. 94 C.R.T.C.T. I I P LOT 3, BLOCK 1 HOLLINGSWORTH ADDITION I HOLLINGSWORTH ADDITION LOTi-R2, CAB. A, SLIDE 8400 CAB. A, SLIDE 8558 C.R.T.C.T. C R.T.C.T. HOLLINGSWORTH ADDITION LOT1-RI, CAB. A, SLIDE 8400 1 24/7 STORAGE COMPANY I 1 C.R.T.C.T. INST. #D2 10086281 1 - C.R.T.C.T. I RISINGER LOGISTICS PARK, LTD. INST.# D220247380 C.R.T.C.T. LEGEND 0 EXIST STORM DRAIN INLET PROPOSED STORM DRAIN JUNCTION BOX PROPOSED STORM DRAIN HEADWALL "I'D 0 NORTH 400' GRAPHIC SCALE SCOTT, MITTIE TRACT, LOT 1 FORT WORTH EVERMAN/RISINGER DEVELOPMENT, LLC. INST# D221068720 C.R.T.C.T. 2-9' X 5' MBC EAST RISINGER ROAD SCOTT, MITTIE TRACT, LOT 2A TCRG OPPORTUNITY VII, LLC INST.# D219207868 C.R.T.C.T. Q Q O fy Z 0 U) W J m LOT1, BLK 3 RISINGER ADDITION Q RISINGER LOGISTICS PARK, LTD J INST.# D220247380 O OWNER / DEVELOPER: Westwood HILLWOOD ALLIANCE EAST RISINGER ROAD SERVICES. LLC 9800 HILLWOOD PARKWAY Westwood Professional Services Inc SUITE 300 9800 HILLWOOD PARKWAY FORTH WORTH, TEXAS 76177 SUITE 250 PHONE: 817-224-6000 FORT WORTH, TX 76177 (SHEET 3 OF 3) FAX: 817-244-6060 PHONE: 817-562-3350 DATE: MAY. 2024 EXHIBIT C DESCRIPTION OF ITEMS QUANT. UNIT UNIT COST SUBTOTAL Roads / Streets East Risinger Road (2 Lanes) 1,160 LF $1,028 $1,192,022 Right Turn Lane - E. Risinger Rd. to Northbound 1-35W 200 LF $475 $95,000 SUBTOTAL $1,287,022 Testing / Observation 4% $51,481 Permitting 4% $51,481 TOTAL $1,389,984 Storm Drain (2) 9'x5' Box Culverts 1,160 LF $720 $835,200 7'x3' Box Culvert 200 LF $500 $100,000 SUBTOTAL $935,200 Testing / Observation 4% $37,408 Permitting 4% $37,408 TOTAL $1,010,016 $2,400,000 TOTAL FUTURE INFRASTRUCTURE X 25% $3,000,000.00 Copy of 20240522_E Risinger Road - FIA Cost_ DATE PRINTED: 5/31/2024 E Risinger Rd OBR to East Infra PAGE 1 OF 1 4:02 PM