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
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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
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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
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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
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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
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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
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Future Improvements Agreement
Paving Improvements for Future Fleming Ranch Road and West Bonds Ranch Road
GRBK Edgewood LLC and Meritage Homes of Texas, LLC
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