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HomeMy WebLinkAboutContract 62920Interlocal Agreement (COFW and UT System UTA; UTA West Infrastructure)Page 1 of 8 INTERLOCAL AGREEMENT BETWEEN THE COFW OF FORT WORTH AND THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM, C/O UNIVERSITY OF TEXAS AT ARLINGTON This Interlocal Agreement (“Agreement”)is made between the City of Fort Worth, a Texas home rule municipal corporation (“COFW”),and The Regents of the University of Texas System, c/o The University of Texas at Arlington, a Texas state agency and institution of higher education (“UT System UTA”).This Agreement shall become effective on the last date of execution set forth on the signature pages hereof (“Effective Date”). Recitals WHEREAS, the Texas State Legislature has authorized interlocal cooperating contracts between and among governmental entities; WHEREAS, this Agreement is made under the authority granted by, and pursuant to and in compliance with, Chapter 791 of the Texas Government Code (the “Interlocal Cooperation Act”)which authorizes COFW and UT System UTA to enter into this Agreement for purposes of providing a governmental function or service that each party to the contract is authorized to perform individually; WHEREAS, the UT System UTA plans to construct a new campus facility in Fort Worth to be located at Walsh Ranch consisting of up to five buildings totaling approximately 750,000 square feet, a parking structure for approximately 1,600 spaces, and associated infrastructure (“UTA West, North Parcel”); WHEREAS,to facilitate the initial development UTA West, COFW has agreed to provide $4,000,000 for the infrastructure improvements (“COFW Infrastructure Contribution”); WHEREAS,the infrastructure improvements for UTA West for purposes of this Agreement shall include, but are not limited to, associated water lines, domestic water meters and sanitary sewer lines, construction of an inner campus road, streetlighting, frontage road approaches and acceleration/decelerationlanes,andinstallationofallfranchiseutilitiesincludingelectric,gasandtelecom (“UTA West Infrastructure Improvements”); WHEREAS, COFW and UT System UTA find that this Agreement is necessary for the benefit of the public and the performance of this Agreement is in the common interest of both parties; WHEREAS, the governing bodies of COFW and UT System UTA have authorized entering into this Agreement; and WHEREAS, COFW, in paying for the performance of governmental functions, or in performing such governmental functions, shall make payments only from current revenues legally available to it. NOWTHEREFORE,INCONSIDERATION ofthemutualpromisesandagreementscontainedherein, the parties agree as follows: Interlocal Agreement (COFW and UT System UTA; UTA West Infrastructure)Page 2 of 8 1.Purpose. The purpose of this Agreement is to detail the collaboration between, and the duties and responsibilities of, COFW and UT System UTA in the infrastructure related to the development of UTA West (North Parcel). 2.Recitals. The recitals are incorporated into, and are part of, this Agreement. 3.UT System UTA Responsibility. a.UT System UTA shall cause the UTA West Infrastructure Improvements, set forth in Exhibit A attached hereto and incorporated herein, to be completed no later than March 1, 2028 (“Completion Date”). b.UTSystem UTAshall use COFW Infrastructure Contributionsto pay onlythe costs solely related to the UTA West Infrastructure Improvements. c.If UTA West is cancelled by UT System UTA prior to the Completion Date, UT System UTA shall refund previously advanced, but unspent, COFW Infrastructure Contributions within ninety (90) days of action said action terminating UTA West. d.Beginning ninety (90) days after the receipt of COFW Infrastructure Contributions, UT System UTA shall provide COFW quarterly written reports detailing (i) the statusand progressof boththe UTA WestInfrastructureImprovementsandthe overall UTA West campus and (ii) an itemized breakdown of the expenditure of COFW Infrastructure Contributions that shall include payee, amount, and services performed or materials purchased. e.Nolater than forty five(45) daysafter theCompletion Date, UT System UTA shall provide COFW (i) a final report detailing the status and progress of both the UTA West InfrastructureImprovementsand theoverallUTAWestcampus,(ii)anitemized breakdownofthe expenditure of all COFW Infrastructure Contributions that shall include payee, amount, and services performed or materials purchased, (iii) an itemized breakdown of the expenditure of all monies expended on the UTA West Infrastructure Improvements that shall include payee, amount, services performed or materials purchased, and any outstanding indebtedness related to the same, and (iv) return any unspent COFW Infrastructure Contributions (“Final Completion Report”). 4.COFW Responsibility. a.No later than ninety (90) days after the Effective Date, COFW will tender $2,000,000 in COFW Infrastructure Contributions to UT System UTA for its sole use on the UTA West Infrastructure Improvements. b.Provided UT System UTA is complying with this Agreement, COFW will, within thirty (30) days after the receipt of the Final Completion Report, will tender an additional $2,000,000inCOFWInfrastructureContributionstoUTSystem UTAasreimbursementformonies expended on the UTA West Infrastructure Improvements. 5.Term. The term of this Agreement will start on the Effective Date and, unless not otherwise terminated, terminate on the Completion Date. Interlocal Agreement (COFW and UT System UTA; UTA West Infrastructure)Page 3 of 8 6.Termination. a.If either party is in default of performance of any obligation under this Agreement, the party that is not in default may give written notice of the default to the other party and if the party notified fails to correct the default within thirty (30) days or within such period failsto satisfy the partygivingnoticethat the defaultdoesnotexist, the partygivingnotice may terminate this Agreement upon expiration of the thirty (30) day period. b.COFW may terminate this Agreement immediately in the event UTA West is cancelled. c.EitherpartymayterminatethisAgreement,withoutcause,uponninety(90)days’ written notice to the other party. d.The termination of this Agreement shall not affect any right or remedy that has accrued to either party at the time of termination. 7.Immunity. It is expressly understood and agreed that in the execution of this Agreement, neither party waives nor shall be deemedhereby to waive any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. 8.Assignment. Other than procuring and issuing contractsfor construction of the UTA West Infrastructure improvements, UT System UTA shall not have the right to assign, or subcontract, any of its duties, obligations or rights under this Agreementwithout the prior written consentof COFW, which such right shall be granted solely at the discretion of COFW. COFW shall not have the right to assign, or subcontract,anyofitsduties,obligationsorrightsunderthisAgreementwithoutthepriorwrittenconsent of UT System UTA, which such right shall be granted solely at the discretion of UT System UTA. 9.Remedies.Norightor remedygrantedhereinor reservedtothepartiesisexclusiveofany otherrightorremedyhereinbylaworequityprovidedorpermitted;buteachshallbecumulativeofevery other right or remedy given hereunder. 10.Severability.IfanyprovisionofthisAgreementisheldbyacourtofcompetentjurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.Applicable Law. This Agreement is entered into subject to, and in compliance with, the Interlocal Cooperation Act and the governing statutes, charters, ordinances, resolutions, or other governance acts of COFW and UT System UTA, as they may be amendedfrom time to time, and is subject to and is to be construed, governed and enforced under all applicable federal and Texas laws. 12.Entire Agreement. This written instrument contains the entire understanding and agreement between COFW and UT System UTA as to the matters contained herein. Any prior or contemporaneous oral or written agreements are hereby declared null and void to the extent in conflict with this Agreement. This Agreement may not be amended unless set forth in writing and signed by both parties. 13.Signature Authority. Each person signing this Agreement hereby represents that he/she hasthelegalauthoritytoexecutethisAgreementonbehalfoftheirrespectiveparty,andthatsuchbinding Interlocal Agreement (COFW and UT System UTA; UTA West Infrastructure)Page 4 of 8 authority has been granted by proper order, resolution, ordinance, policy, regulation, or other authorization of that party. The other party is fully entitled to rely on this representation in entering into this Agreement. 14.No Partnershipor Joint EnterpriseCreated.COFW and UT System UTA agree that nothing herein shall be construed as the creation of a partnership or joint enterprise between the parties. 15.No Waiver. The failure of either party to insist upon the performance of any provision or condition of this Agreement or to exercise any right granted herein shall not constitute a waiver of that party’s right to insist upon appropriate performance or to assert any such right on any future occasion. 16.Non Appropriation of Funds.COFW will usebest effortsto appropriatesufficient fundsto support obligations under this Agreement. Performance by a party of its duties and obligations under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (Legislature)and/or allocationof funds bythat party’s governingboard. However,inthe event that the Legislature fails to appropriate or allot necessary funds, sufficient funds are not appropriated by COFW’s governing body, or sufficient funds are not allocated by UT System UTA’s governing board, and as a result, a party is unable to fulfill its obligations under this Agreement, that party (i) shall promptly notify the other party in writing of such event of non appropriation or non allotment and (ii) may terminate this Agreement, effective as of the last day for which sufficient funds have been appropriated and allotted. 17.Right to Audit. UT System UTA agrees that COFW shall, until the expiration of three (3) years after termination of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, records, and communications of UT System UTA involving transactions relating to this Agreement at no additional cost to COFW. UT System UTA agrees that COFW shall have access during normal working hours to all necessary UT System UTA facilities and shallbeprovidedwithadequateandappropriateworkspacein ordertoconductauditsin compliancewith the provisions of this section. COFW shall give the UT System UTA reasonable advance notice of intended audits. Furthermore, the parties understand acceptance of funds under this Agreement constitutes acceptance of authority of the Texas State Auditor's Office or any successor agency (Auditor), to conduct anauditor investigationinconnection withthosefunds(ref.Sections51.9335(c),73.115(c)and74.008(c), Education Code). The partiesagree to cooperate with Auditor in the conduct of the audit or investigation, including providing all records requested. The parties will include this provision in all contracts with permitted subcontractors. 18.Liability. Nothing in the performance of this Agreement shall impose any liability for claims against COFW or UT System UTA other than claims for which liability may be imposed by the Texas Tort Claims Act. 19.Amendments. No amendment to this Agreement shall be binding upon either party hereto unless such amendment is set forth in writing and signed by both parties. 20.ForceMajeure.The partiesshall exercise their bestefforts tomeettheir respectiveduties and obligations hereunder, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any state or federal law or regulation, acts of God, pandemics, epidemics, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems or existing contractual obligations directly related to the subject matter of this Agreement. Interlocal Agreement (COFW and UT System UTA; UTA West Infrastructure)Page 5 of 8 21.Notice. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand delivered to the other party at its address as set forth below or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth: Office of Economic Development City of Fort Worth 100 Fort Worth Trail, 14 th Floor Fort Worth, Texas 76102 Att.: Director of Economic Development With a copy to: City Attorney’s Office City of Fort Worth 100 Fort Worth Trail, 19 th Floor Fort Worth, Texas 76102 Regents of the University of Texas System c/o University of Texas at Arlington: UT System c/o University of Texas at Arlington University Administration Building Office of Administration and Economic Development 701 S. Nedderman Drive, Suite 300 Arlington, Texas 76013 Attn.: John Hall, Vice President for Administration and Economic Development With a Copy to: UT System c/o University of Texas at Arlington University Administration Building Office of Legal Affairs 701 S. Nedderman Drive Suite 200 Arlington, Texas 76013 Attn: Shelby Boseman, Chief Legal Officer 22.Public Records. It shall be the independent responsibility of COFW and UT System UTA to comply with the provisions of Chapter 552, Texas Government Code (the “Public Information Act”),as those provisions apply to the parties’respective information. COFW is not authorized to receive public information requests or take any action under the Public Information Act on behalf of UT System UTA. Likewise, UTSystem UTA is not authorized toreceive publicinformationrequestsor takeany other action under the Public Information Act on behalf of COFW. 23.Venue; Governing Law. Tarrant County, Texas, shall be the proper place of venue for suit Interlocal Agreement (COFW and UT System UTA; UTA West Infrastructure)Page 6 of 8 on or in respect of the Agreement. The Agreement and all of the rights and obligations of the parties hereto and all of the terms and conditions hereof shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of Texas. 24.Certification. The parties each certify that (1) the services specified above are necessary and authorized for activities that are properly within the statutory functions and programs of the COFW and UT System UTA, (2) the proposed arrangements serve the interest of efficient and economical administration of both COFW and UT System UTA, and (3) each party has authority to contract for the services specified above under authority granted by Texas law. IN WITNESS WHEREOF, the parties have executed this Agreement as indicated below. Signature pages and Exhibit A follow. Interlocal Agreement (COFW and UT System UTA; UTA West Infrastructure)Page 7 of 8 By: CITY: City of Fort Worth, a Texas home rule municipal corpora on ______________________________ Signature ______________________________ Printed Name ______________________________ Title Signed on ________________ , 2025. City Internal Processes Approval Recommended:Contract Compliance Manager: By: ______________________________By signing this I acknowledge that I am Robert Sturns, Director the person responsible for the monitoring and administra on of this Agreement, including ensuring all performance and repor ng requirements. By: _______________________________ Ori Fernandez, Asst. Director Approved as to form and legality:City Secretary: By: _______________________________ By: _______________________________ Lawrence C. Collister, Sr. Asst. City A y.Jane e Goodall, City Secretary Contract Authoriza on: M&C: N/A Form 1295: _____ Assistant City Manager Jesica L. McEachern N/A The Regents of the University of Texas System c/o the University of Texas at Arlington, a Texas ublic university system ign ure � Printed Name r � !r Title � Signed on the �� of � l'r►�' , 2025. Interlocal Agreement (COFW and UT System-UTA; UTA West Infrastructure) Page 8 of 8 12.18.2024 Public Services / Utilities Water Line Service - Domestic & Fire Protection (HHR) Water Line System Impact Fees $180,239 Water line - Inner Campus Road $66,688 Water Meter - Domestic (Installation, Gate Valve, Box)$61,957 Water - Fire Protection (Hydrants, Vaults, Backflow)$90,119 Subtotal $399,004 Sanitary Sewer $230,368 Sanitary Sewer Impact Fees $168,974 Sanitary Sewer Manholes (1/300LF = 2)$56,325 Subtotal $455,666 Storm Sewer $405,537 Roads - Highland Hills Roads - Inner Campus Road $1,431,537 Lighting - Streets $188,051 TxDot Frontage Road Approach Requirements $216,571 TxDot Deceleration Lane $104,496 TxDot Acceleration Lane $139,147 Subtotal $2,485,339 Franchise Utilities Electric (Oncor) Secondary from Vista Switch $479,795 Vista Switch (1)$292,915 Transformer (2,000 KVA)$234,332 Vaults / Installation / Misc $129,468 Subtotal $1,136,510 Natural Gas (Atmos) Service Line $51,255 Natural Gas (UTA) Private Line $27,036 Subtotal $78,291 Telecom (AT&T / Spectrum)$2,252,985 Subtotal $2,252,985 Private Development Parking Surfaces $2,517,100 Building "A" Site Landscape & Irrigation $472,126 Overall Site - Trees $379,000 Overall Landscape (Low Vegetation and Turf areas)$435,308 Overall Irrigation System $181,378 Lighting - Parking $168,719 Overall Site Wayfinding $108,286 Monument Signs $459,553 Site Furnishings ( Benches, Trash Bins, Canopies)$108,286 Subtotal $4,829,756 TOTAL:$11,637,551 Iconic Tower $4,021,086 GRAND TOTAL:$15,658,637 NORTH PARCEL Approx 22 acres EXHIBIT A INTERLOCAL AGREEMENT BETWEEN CITY OF FORT WORTH AND UT ARLINGTON FOR UTA WEST Costs as of Jan 2025 INFRASTRUCTURE COST ITEMS City of Fort Worth, Mayor and DATE: 08/27/24 Texas Council Communication M&C FILE NUMBER: M&C 24-0737 LOG NAME: 17UTAWESTINTERLOCAL SUBJECT (CD 3) Authorize Execution of an Interlocal Agreement with the University of Texas at Arlington Which Will Allow for the Transfer of Up to $4,000,000.00 from the Economic Development Initiatives Fund for Infrastructure Improvements Associated with the Development of a New Multi- Building Campus to be Constructed at Walsh Ranch RECOMMENDATION: It is recommended the City Council authorize the execution of an Interlocal Agreement with The University of Texas at Arlington which will allow for the transfer of up to $4,000,000.00 from the Economic Development Initiatives Fund to University of Texas at Arlington for infrastructure improvements associated with the University of Texas at Arlington West Development at Walsh Ranch. DISCUSSION: The purpose of this Mayor & Council Communication is to authorize execution of an Interlocal Agreement (Agreement) with the University of Texas at Arlington (UTA) for the purpose of documenting the general agreement regarding the development of the new multi-building campus to be constructed at Walsh Ranch and to help accelerate its construction. UTA plans to construct a new campus facility at Walsh Ranch outlined as the "North Parcel" consisting of up to five (5) buildings totaling approximately 930,000 gross square feet, parking structures comprised of approximately 1,589 spaces and all associated infrastructure to support the development. The total estimated cost of the North Parcel is over $800,000,000.00. UTA plans to open the North Parcel of the campus for initial enrollment in Fall of 2028 with capacity to support 1,000 students and to grow to serve 5,000 students by 2043. The overall campus, including "North" and "South" parcels could include up to nine (9) buildings and enrollment up to 12,000 students at full build-out. The anticipated academic programs planned in engineering, social work, nursing, public health, public policy and business, will support future economic development & workforce development activities in the area. In order to facilitate the construction of the initial phase of the campus, the City and UTA will enter into an Interlocal Agreement to support the installation of new infrastructure improvements. UTA will be responsible for installation of the following improvements: • Public Services/Utilities consisting of associated water lines, domestic water meters and sanitary sewer lines • Construction of an inner campus road, lighting, frontage road approaches and acceleration/deceleration lanes • Installation of all franchise utilities including electric, gas and telecom For purposes of the agreement, December 31, 2027 will serve as the completion deadline for the project. Under the agreement, the City shall, no later than 90 days following the execution of the agreement, provide $2,000,000.00 to UTA to facilitate the infrastructure improvements. Subject to and upon the satisfaction of the completion of all infrastructure improvements as outlined above, the City will provide an additional $2,000,000.00 to UTA as final reimbursement. UTA voluntarily commits to expend by the completion deadline at least 15% of the total costs for all infrastructure improvements outlined above with Business Equity Firms (BEF). BEF has the meaning assigned to it in the City of Fort Worth's Business Equity Ordinance (Chapter 20, Article X of the City Code). UTA at Walsh Ranch is located in Council District 3. A Form 1295 is not required because: This contract will be with a governmental entity, state agency or public institution of higher education: University of Texas at Arlington FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and adoption of the Fiscal Year 2025 Budget by the City Council, funds will be available in the Fiscal Year 2025 operating budget, as appropriated, in the Economic Incentives Fund. Prior to an expenditure being incurred, the Economic Development Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office bk William Johnson 5806 Originating Business Unit Head: Robert Sturns 2663 Additional Information Contact: Robert Sturns 2663