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HomeMy WebLinkAbout065636 - Construction-Related - Contract - ACS DC Hicks Field Road, LLCDate Received: 08/10/2026 City Secretary Time Received: 4:03 p.m. Contract No.: 65636 FUTURE IMPROVEMENTS AGREEMENT FOR INFRASTRUCTURE IMPROVEMENTS WILLOW SPRINGS 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 ACS DC HICKS FIELD ROAD, LLC ("Developer"), a Delaware limited liability company, 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 east of Hicks Field Road and west of future Willow Springs Road ("Property"); and WHEREAS, Developer is developing the Property by constructing a data center ("Project'); and WHEREAS, in connection with the Project, Developer has submitted a Final Plat for ACS Data Center, FP-26-029 ("Final 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, upon review of the Final Plat, the City determined that, based upon the increased traffic demands created by the Project, Developer is responsible for constructing two lanes of future Willow Springs Road, for approximately 2,000 linear feet, including storm drainage improvements as more specifically described in Exhibit "A," attached hereto and incorporated herein by reference ("Improvements"); and WHEREAS, the City has determined that construction of the Improvements by the Developer at this time is not feasible because the Improvements will connect to other segments of future Willow Springs Road which costs were paid to the City pursuant to a separate future improvements agreement and are not ready to be constructed at this time; and WHEREAS, in lieu of the Developer constructing the Improvements pursuant to a community facilities agreement, the City has agreed to construct the Improvements 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, hereby agree as follows: OFFICIAL RECORD Future Improvements Agreement CITY SECRETARY Willow Springs Road ACS DC HICKS FIELD ROAD, LLC FT. WORTH, TX Page 1 of 8 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 construction of approximately 2,000 linear feet of 2 lanes of future Willow Springs Road, including related storm drainage improvements, as more specifically described in Exhibit "A," which is attached hereto and incorporated herein by reference. 3. Future Improvement Funds; Other Contributions and Financial Matters Concurrently with the execution of this Agreement, Developer has paid to the City $2,141,225.63, which amount represents one hundred twenty-five percent of the estimated construction costs, material testing, and inspection costs for the Improvements that Developer is responsible for contributing ("Future Improvement Funds"). 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: ROADWAY SEGMENT Amount Willow Springs Road 2,000 linear feet (E-23) $2,141,225.63 Total $2,141,225.63 4. Construction of Improvements 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 Improvements are secured. 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 Project, even if. (a) the actual costs to construct the Project exceeds the costs expected by the City as of the date of this Agreement; (b) the specifications, composition, or other characteristics of the Project hereafter change for any reason; (c) a mistake has been made (mutual or unilateral) in computing the costs of the Project; or (d) the costs or scope of the Project change for any reason. No refund of any balance of the Future Improvement Funds shall be made by City to Developer. Future Improvements Agreement Willow Springs Road ACS DC HICKS FIELD ROAD, LLC Page 2 of 8 6. Notices All notices required or permitted under this Agreement may be given to a parry by hand -delivery or by mail, addressed to such parry 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 Contract Management 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: ACS DC Hicks Field Road, LLC One Alahambra Plaza, Suite 1200 Coral Gables, FL 33134 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 Future Improvements Agreement Willow Springs Road ACS DC HICKS FIELD ROAD, LLC Page 3 of 8 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 City or 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 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 Future Improvements Agreement Willow Springs Road ACS DC HICKS FIELD ROAD, LLC Page 4 of 8 contract. To the extent that Chapter 2276 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, 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, 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 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. [SIGNATURE ON FOLLOWING PAGE] Future Improvements Agreement Willow Springs Road ACS DC HICKS FIELD ROAD, LLC Page 5 of 8 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 cp� Jesica McEachern Assistant City Manager 08/10/2026 Date Recommended by: Dwayne Hollars Sr. Contract Compliance Specialist Planning and Development APPROVED AS TO FORM AND LEGALITY Jessika Williams 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. 120 Cannon R. Henry, P.E. Assistant Director Future Improvements Agreement Willow Springs Road ACS DC HICKS FIELD ROAD, LLC Page 6 of 8 DEVELOPER: ACS DC HICKS FIELD ROAD, LLC By: Vanguard PropCo 1, LLC, A Delaware limited liability company, Its sole member Howdrd Boville (Aug 6, 2026 11:12:46 EDT) Howard Boville Authorized Representative 08/06/2026 Date poa4onp�� R00 t�yadaY ATTEST: a moo' �%o��d �° °mA a�aa °�'EXASoQp . fj nbnaaaa'd Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX IM 1.011._Y_l[l I �J ° • ' ri1111T7 F .1U 0 i I i 0 C %ITS tep... PMJMNO. S20121SO LANGAN Future Improvements Agreement Willow Springs Road ACS DC HICKS FIELD ROAD, LLC Page 7 of 8 DESCRIPTION OF ITEM QUANTITY UNIT COST TOTAL COST SITE PREPARATIONIDEMOLITION A. Clearing (Light brush) 8 AC S 6,000 S 48,000.00 SUBTOTAL $ 48,000.00 SOIL EROSION AND SEDIMENT CONTROL A. Sift Fence 2,200 LF S 16 S 35.750.00 B. Stablized Construction Entrance Pad (2 12" stone) 2 EA $ 20,000 $ 40,000.00 C. Inlet Protection 20 EA $ 1,000 S 20.000.00 D. Dust Control 1 LS S 7,500 S 7.500.00 SUBTOTAL S 103.250.00 EARTHWORK A. Strip and Stockpile Existing Topsoil 0 CY $ - $ - B. On -Site Cut to Fill (incl. utility and foundation displacement) 0 CY $ - $ - C. Rough Grading 67,680 SF $ 0.50 $ 33,840.00 D. Fine Grading 67,680 SF $ 0.75 S 50.760.00 SUBTOTAL $ 84,600.00 STORM DRAINAGE A. Pipe (including 0 - 8 R deep trenching and backfill): 1. 18' RCP 500 LF S 175 $ 87500.00 2.24' RCP 775 LF S 200 S 155,000.00 3. 30' RCP 275 LF $ 210 $ 57.750.00 4. 36" RCP 275 LF S 225 S 61,875.00 SUBTOTAL $ 362,125.00 OFF -SITE IMPROVEMENTS A. Concrete Curb 4,040 LF S 12 $ 48 480.00 Concrete Pavement (9" thick, 3,600 PSI, #4@18" OCEW over B. 8" Lime stab. Subgrade) 5,165 SY $ 110 S 568,150.00 C. 10' Concrete Sidewalk (5" thick, 3,600 PSI, #3@18" OCEW) 2.245 SY S 90 S 202.050.00 D. Street Luminaire Pole & Foundation 10 EA $ 7,500 5 75,000.00 E. Street Lighting Conduit 2,020 LF $ 30 $ 60,600.00 F. Pavement Markings & Signage 1 LS S 5,000 $ 5,000.00 SUBTOTAL S 959,280.00 TOTAL CONSTRUCTION COST $ 1,557,255.00 5% MOBILIZATION $ 77.862.75 5% TRAFFIC CONTROL $ 77,862.75 TOTAL S 1,712,980.50 TOTAL with FIA contingency $ 2.141.225.63 Future Improvements Agreement Willow Springs Road ACS DC HICKS FIELD ROAD, LLC Page 8 of 8 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: ACS DC HICKS FIELD ROAD, LLC Subject of the Agreement: Future Improvements 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: If different from the approval date. Expiration 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 followingorder: rder: 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.