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HomeMy WebLinkAboutContract 62603Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 1 of 12 Date Received: ____________________City Secretary Time Received: ____________________ Contract No.: ____________________ FUTURE IMPROVEMENTS AGREEMENT FOR INFRASTRUCTURE IMPROVEMENTS FUTURE FLEMING RANCH ROAD AND WEST BONDS RANCH ROAD This FUTURE IMPROVEMENTS AGREEMENT (“Agreement”), is made and entered into by and among 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, GRBK Edgewood LLC, a Texas limited liability company (“GRBK”) and Meritage Homes of Texas, LLC, an Arizona limited liability company (“Meritage”), each acting by and through their duly authorized representatives. City, GRBK, and Meritage are referred to herein individually as a “party” and collectively as the “parties.” WHEREAS, GRBK and Meritage are developing a tract of land within the City of Fort Worth located at the southeast corner of West Bonds Ranch Road and future Fleming Ranch Road in Fort Worth, Texas (“Property”); and WHEREAS, a preliminary plat has been submitted to the City for the Chapel Hill development, PP-22-016 (“Project”); 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 for the Project, the City determined that, based upon the increased traffic demands created by the Project, GRBK and Meritage are responsible for constructing paving, utility and street light improvements on Fleming Ranch Road and West Bonds Ranch Road as more specifically described herein (“Improvements”); and WHEREAS, the City’s Water Department will be constructing a 54-inch water main underneath the future roadway Improvements; and WHEREAS, the 54-inch water main is not necessary to serve the Project; and WHEREAS, to avoid the necessity of the Water Department having to remove and reconstruct the newly constructed roadway Improvements that GRBK or Meritage will construct, the City desires for GRBK or Meritage to pay the cost of the roadway Improvements to the City and the City will construct the roadway Improvements after construction of the 54-inch water main; and WHEREAS, the determination of the amount GRBK or Meritage pays to the City pursuant to this Agreement for construction of the roadway Improvements is not an assessment pursuant to Chapter 313 of the Texas Transportation Code; NOW THEREFORE, in consideration of the above recitals, City, GRBK, and Meritage, acting by and through their duly authorized representatives, do hereby agree as follows: Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 2 of 12 1. Incorporation of Recitals The City, GRBK, and Meritage agree that the foregoing recitals are true and correct, form the basis upon which the City, GRBK, and Meritage have entered into this Agreement and are incorporated into this Agreement by reference. 2. Improvements The Improvements shall consist of approximately 2,759 linear feet of roadway improvements for Fleming Ranch Road and 1,114 linear feet of roadway improvements for West Bonds Ranch Road, as more specifically described in Exhibit “A” which is attached hereto and incorporated herein by reference. 3. Future Improvement Funds and Engineering Plans Concurrently with the execution of this Agreement, GRBK has paid to the City $3,303,948.15 which amount represents one hundred twenty-five percent of the estimated cost of constructing the Improvements (“Future Improvement Funds”) as more specifically described in Exhibit “B” which is attached hereto and incorporated herein by reference. The Future Improvement Funds shall serve as the entire amount of GRBK and Meritage’s contribution for the cost to construct the Improvements. The calculation of the Future Improvement Funds was made as indicated in the following table: Roadway Segment Amount Fleming Ranch Road -2,759 Linear Feet (E-21)* $1,579,317.25 West Bonds Ranch Road - 1,114 Linear Feet (E-2) $1,063,841.27 Total $2,643,158.52 Total + 25% $3,303,948.15 *Fleming Ranch Road cost & linear feet total includes both Phase 1 & Phase 2. Meritage grants to City ownership of the roadway and drainage engineering plans that were created by LJA Engineering, Inc. for Fleming Ranch Road that have been reviewed and approved by the City’s Infrastructure Plan Review Center for Chapel Hill West Phase 1 (IPRC23-0004 City Project Number 104387). GRBK grants to City ownership of the roadway and drainage engineering plans that were created by LJA Engineering, Inc. for Fleming Ranch Road that have been reviewed and approved by the City’s Infrastructure Plan Review Center for Chapel Hill West Phase 2 (IPRC24-0094, City Project Number 105382). LJA Engineering, Inc. is signing this Agreement for the sole purpose of acknowledging City’s ownership of the engineering plans. City shall not be liable to GRBK, Meritage, LJA Engineering, Inc. or any other person or entity for any costs associated with the engineering plans. 4. Construction of Improvements Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 3 of 12 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 Future Improvement Funds, for construction of the Improvement are secured. 5. Use of Future Improvement Funds By accepting the Future Improvement Funds and by execution of this Agreement, City agrees that the GRBK and Meritage will not have any 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 GRBK or Meritage. GRBK shall receive transportation impact fee credits for the portion of the Future Improvement Funds that GRBK has paid to the City in connection with this Agreement that are for impact fee eligible improvements as set forth in separate credit agreement. City may use the Future Improvement Funds to design or construct improvements that are located in the vicinity of 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 the Agreement at a time convenient to the City. 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: DEVELOPER: City of Fort Worth GRBK Edgewood LLC Development Services Attn: Bobby Samuel Contract Management Office 5501 Headquarters Drive, Suite 300W 100 Fort Worth Trail Plano, Texas 75024 Fort Worth, Texas 76102 Meritage Homes of Texas, LLC Attn: Frank Su 8840 Cypress Waters Blvd, Suite 100 Dallas, Texas 75019 With copies to: City Attorney's Office Green Brick Partners, Inc. City of Fort Worth Attn: Daniel Ippolito, Esq. 100 Fort Worth Trail 5501 Headquarters Drive, Suite 300W Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 4 of 12 Fort Worth, Texas 76102 Plano, Texas 75024 and and City Manager’s Office Meritage Homes Corporation City of Fort Worth Attn: Jay Berryman, Esq. 100 Fort Worth Trail 18655 North Claret Drive, Suite 400 Fort Worth, Texas 76102 Scottsdale, AZ 85255 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, GRBK, and Meritage, 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 Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 5 of 12 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, GRBK, and Meritage. 12. No Third-Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City, GRBK, and Meritage, and any lawful assign or successor of GRBK and Meritage, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 13. Prohibition on Boycotting Israel GRBK and Meritage 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. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, GRBK and Meritage certify that their signatures provide written verification to the City that GRBK and Meritage: (1) do not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 14. Prohibition on Boycotting Energy Companies GRBK and Meritage acknowledge that in accordance with Chapter 2276 of the Texas Government Code , 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. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, GRBK and Meritage certifies that their signatures provide written verification to the City that GRBK and Meritage: (1) do 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 GRBK and Meritage acknowledge that, except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, GRBK and Meritage certify that their signatures provides written verification to the City that GRBK and Meritage: (1) Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 6 of 12 do 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 GRBK and Meritage, as applicable, warrant that he or she has the legal authority to execute this Agreement on behalf of GRBK or Meritage, as applicable, 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, GRBK, and Meritage, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 7 of 12 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: GRBK Edgewood LLC Dana Burghdoff Bobby Samuel Assistant City Manager Vice President Date: Date: Recommended by: Meritage Homes of Texas, LLC Bichson Nguyen Contract Compliance Specialist _______________________________ Development Services Frank Su Vice President – Land Acquisition Date: APPROVED AS TO FORM AND LEGALITY Richard McCracken Sr. Assistant City Attorney M&C: N/A Date: Form 1295: N/A Contract Compliance Manager: ATTEST: 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. Jannette S. Goodall City Secretary Name: Rebecca Owen Title: Sr. Capital Projects Officer Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 8 of 12 Acknowledged by LJA Engineering, Inc. for the sole purpose of confirming City’s ownership in the engineering plans referenced in Section 3 of this Agreement and confirming that City does not owe LJA Engineering, Inc. any costs related to the engineering plans. LJA Engineering, Inc. Name: Jamie Shelton Title: Senior Project Manager Date: _______________ Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 9 of 12 EXHIBIT A Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 10 of 12 EXHIBIT B Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 11 of 12 Future Improvements Agreement Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road GRBK Edgewood LLC and Meritage Homes of Texas, LLC Page 12 of 12