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HomeMy WebLinkAbout065271 - Construction-Related - Contract - HW Gateway Logistics, Ltd.Date Received: 06/01 /2026 Time Received: 9.14 a.m. City Secretary Contract No.: 65271 FUTURE IMPROVEMENTS AGREEMENT FOR INFRASTRUCTURE IMPROVEMENTS FOR OLD DENTON ROAD — WESTPORT PARKWAY 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 HW Gateway Logistics, 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 13119 Old Denton Rd, Fort Worth, TX 76177 and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference ("Property"); and WHEREAS, Developer is developing the Property as an industrial development ("Project"); and ("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 connection with the Project, Developer has submitted a Final Plat for Alliance Gateway West Addition, FS-25-129 (the "Final Plat"); and WHEREAS, upon review of the Final Plat, the City determined that, based upon the anticipated traffic demands created by the Project, Developer is responsible for improvements to Old Denton Road and Westport Parkway within the limits shown in Exhibit "A" to mitigate increased traffic demands caused by the Project ("Improvements"); 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 roadway improvements to Westport Parkway and Old Denton Road as generally depicted in Exhibit `B" 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 $1,000,000.00 (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 Westport Parkway (A-20, A-21, A-22) $500,000.00 Old Denton Road (A-29, A-28) $500,000.00 Total $1,000,000.00 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 100 Fort Worth Trail Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 DEVELOPER: HW Gateway Logistics, 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 C>5�1� Jesica McEachern Assistant City Manager Date: 05/31 /2026 Recommended by: Dwayne Hollars Sr. Contract Compliance Specialist Development Services Approved as to Form & Legality: Jessika Williams Assistant City Attorney Date: 05/29/2026 ATTEST: AoF`�"Tny°°e QIIpaq�° oSaa Jannette S. Goodall City Secretary DEVELOPER HW Gateway Logistics, Ltd. By: Hillwood Alliance Management II, LLC, A Texas limited liability company, Its general partner Eric Elrod (May 29, 2026 13:19:14 CDT) Eric Elrod Sr. Vice President Development Management Date: 05/29/2026 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. Llq�- Cannon R. Henry, P.E. Assistant Director OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A EXHIBIT B FORT WOR1 H, DATE: Apnl 23, 2026 FROM: Transportation Development Services SUBJECT: Future Improvement Agreement for Transportation Improvements to Old Denton Rd and Westport Pkwy As condition of final plat approval for FS-25-129, an FIA for $1 million was agreed to by all parties to be roughly proportional to cost of mitigating for the anticipated development impact on the transportation system. This $1 million is inclusive of the 25 percent contingency required by Section 9-500 of City Code. Due to 1) the speculative nature of the anticipated development associated with FS-25-129, 2) the speculative nature of the surrounding developments, 3) the anticipated development outside of the City of Fort Worth, and 4) the planned TxDOT infrastructure improvements that will cause non -Fort Worth development to heavily impact this area, a specific scope was not determined to ensure maximum flexibility. Limits of the project are provided in the Vicinity Map exhibit. 04-23-2026 Cannon R. Henry, P.E. Assistant Director Transportation Development Services FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: HW Gateway Logistics, Ltd. Subject of the Agreement: FIA M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 8 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.