HomeMy WebLinkAbout066030 - Construction-Related - Contract - GS Quarry Falls Phase I Limited Partner L.P., Quarry Falls Phase II Limited Partner, L.P., and GS QuCSC No. 66030
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
QUARRY FALLS NORTH (PP-17-027/FS-23-239)
This AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR
QUARRY FALLS NORTH ("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 GS QUARRY FALLS PHASE I LIMITED PARTNER L.P.,
QUARRY FALLS PHASE II LIMITED PARTNER, L.P., and GS QUARRY FALLS EXCESS LAND
LIMITED LIABILITY COMPANY L.L.C., ("Developers"), acting by and through its duly authorized
representative. City and Developers are referred to herein individually as a ("Party") and collectively as
the ("Parties").
WHEREAS, Developers, or one or more of its affiliates, is constructing the QUARRY FALLS
NORTH in the City of Fort Worth; and
WHEREAS, the City and Developers desire to establish a formal written agreement relating to
the parkland dedication improvement requirements, improvement credits and land or improvement
refunds related to the QUARRY FALLS NORTH.
NOW THEREFORE, City and Developers agree as follows: OFFICIAL RECORD
CITY SECRETARY
SECTION 1
BACKGROUND AND PURPOSE FT. WORTH, TX
1.1 Developers, or one or more of its affiliates, is constructing, or causing to be constructed, the
QUARRY FALLS NORTH ("Development Area") in the City of Fort Worth. The Development Area
means the property that is owned by the Developers, which is more particularly identified in Exhibit "A"
- Development Area and Park Concept Plan, attached hereto and incorporated herein by reference and is
being dedicated pursuant to this Agreement.
1.2 New residential development, or an increase in density by redevelopment in existing
neighborhoods, creates the need for additional park and recreation facilities. The City's Neighborhood
and Community Park Dedication Policy ("Policy") governs the park dedication and improvement
requirements in the City. The Policy is a City regulation adopted by public ordinance, and the Developers
are on notice of its contents. The Policy is incorporated herein by this specific reference as if fully set
forth herein. The construction of the Development Area creates the need for additional parkland in the
City and, therefore, is subject to the Policy.
1.3 The City and Developers acknowledge that this Agreement is not intended to supersede the Policy;
rather, it is meant to identify certain specific responsibilities and obligations of the Developers and City
as they relate to the Policy. To the extent that the Policy conflicts with the terms agreed to herein by the
parties, the Policy shall govern. The parties acknowledge and understand that the City may, from time -
to -time, revise the Policy; therefore, to the extent that any future Policy revisions impact the terms of this
Agreement, the parties will amend this Agreement accordingly. A failure to amend this Agreement will
not render it void; however, any future changes to the Policy that legally affect the terms of this Agreement
will automatically be incorporated and supersede any conflicting terms stated herein, provided, however,
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 1 of 19
that such changes to the Policy will be only applied on a prospective, and not retroactive, basis for legally
vested rights.
1.4 This Agreement is effective on the date signed by the Assistant City Manager as evidenced on the
signature page ("Effective Date") and remains in effect until the date the Developers have complied with
all of its obligations under the Policy and this Agreement. Upon complying with all obligations, as
required, this Agreement will terminate automatically, as determined in the absolute discretion of the
Director of the City's Park & Recreation Department or the Director's authorized designee ("Director").
SECTION 2
CENTRAL CITY PARK FLAT FEE
2.1 If the Development Area falls within the Central City (Park Planning District 4) ("PPD 4"), the
Development Area is subject to the Central City Park Flat Fee per each additional residential dwelling
unit, based upon the Development Area's land use in the past five years, in lieu of a land dedication and
associated fees. If the entire Development Area falls outside of PPD 4, then this Section 2 will be of no
force or effect.
2.1.1 The Development Area falls within PPD 4:s ® No
2.2 The Development Area is subject to the Central City Park Flat Fee in the amount of SPELL OUT
NUMERICAL VALUE OF FEE ($INSERT NUMERICAL VALUE OF FEE) for each additional
residential unit as established in the version of the Policy in effect when the fee is collected. In accordance
with the Policy, the fee is assessed at the time of building permit and must be paid to the City prior to the
issuance of any building permit(s).
2.3 Central City Park Flat Fee Credits: City and Developers n HAVE; I -I HAVE NOT mutually
agreed to credits against this fee for the Development Area subject to the Central City Park Flat Fee. The
terms of such credits, if any, are more particularly described in Exhibit "B" which is attached hereto and
incorporated herein for all purposes. Agreements concerning determinations of allowable Central City
Park Flat Fee credits must be formalized prior to release of the first building permit. In accordance with
the Policy, any fee increase or decrease greater than the consumer price index requires the approval of the
City Council.
2.3.1 If City and Developers have agreed to Central City Park Flat Fee Credits, then the
Developers will expend or cause to be expended the Central City Park Flat Fee in construction costs for
site development of neighborhood parks (public and private) consistent with in the Park Recreation and
Open Space Master Plan and the Policy (collectively, the "Approved Improvements"), a non-exclusive
list of which is attached hereto as Exhibit "C" and incorporated herein for all purposes.
2.3.2 Developers, for any fee remaining after any and all Central City Park Flat Fee Credits, must
pay to the City the full amount due prior to the issuance of building permits. The failure to pay the Central
City Flat Fee will be a basis to deny building permitting. Otherwise, the Director may agree to allow
Developers to either: (i) expend or cause to be expended the remaining Central City Flat Fee on various
passive or active public park improvements within the Development Parkland (consisting of one or more
of the Approved Improvements listed on Exhibit "C") within the Development Parkland, or (ii) pay to the
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 2 of 19
City an amount equal to the amount remaining of the Central City Park Flat Fee. Developers can satisfy
the requirements of the foregoing (i) or (ii) by any combination of (i) and (ii) above (i.e., Developers can
pay part of the amount pursuant to subsection (ii) and expend or cause to be expended the remaining
amount pursuant to subsection (i) above). Such an agreement must be in writing, signed by the Director,
and attached to this Agreement as an addendum.
SECTION 3
PARKLAND DEDICATION
3.1 If the Development Area falls outside of PPD 4, parkland dedication is required, as indicated by
the Policy, unless the Development Area is five (5) lots or less. If the entire Development Area falls
within PPD 4, or is five lots or less, then Section 3 will be of no force or effect.
3.1.1 The Development Area falls outside of PPD 4: ® Yes No
3.2 Developers will set aside and dedicate parkland to the City as follows:
3.2.1 Developers will dedicate approximately 12.56 acres of total parkland within the
Development Area, which are identified in Exhibit "A" - Development Area and Park Concept Plan as
Neighborhood and Community Park land. The required parkland dedication is further described in the
applicable fee sheet for the Development Area, which is attached to this Agreement as Exhibit "D" and
incorporated herein by this reference. Said acreage is referred to herein as the "Development Parkland."
3.2.2 However, Developers may, upon prior written approval of the Director, identify other land,
not otherwise identified on Exhibit "A," as land to be dedicated to the City rather than that described on
Exhibit "A." In no event will such land be less than the minimum requirement set forth in the Policy. The
Policy minimum, based upon the Anticipated Construction of the Development Area, is 9.49 (Nine and
49/100) acres combined Neighborhood and Community Park land. The "Anticipated Construction" means
the anticipated scope of development and residential units, per the residential preliminary plat or multi-
family development site plan, as of the Effective Date of this Agreement. Determinations of required
parkland dedication are based upon review of all preliminary subdivision plats submitted through the
City's Development Services Department to the Park & Recreation Department. Failure to indicate
proposed park dedications on the submitted preliminary plat is sufficient grounds to deny a concept plan
or preliminary plat.
3.2.3 Additional parkland dedication, development fees, and improvements will be required
upon surpassing the Anticipated Construction; whether by preliminary plat, concept plan, or actual
construction. If, however, the Development Parkland is in excess of the amount of parkland required by
the Policy, as of the Effective Date of this Agreement, the City agrees that, in the event Developers
develops more than the Anticipated Construction within the Development Area, City may give Developers
credit toward any additional Development Parkland dedication requirements for development in excess of
the Anticipated Construction up to the maximum amount allowed under the Policy. The decision to grant
any such credit is subject to the absolute discretion of the Director.
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 3 of 19
3.3 Neighborhood Based Park Dedication: For all areas outside of the Central City, the Policy requires
3.25 acres of Neighborhood Based Park dedication per 1,000 population.
3.3.1 The amount of acreage required for dedication as Neighborhood Based Park Development,
as indicated by the Policy and based on the Anticipated Construction is: 4.407 acres [3.25 x (678 Dwelling
Units) x (2 Persons/Unit)/1000].
3.4 Community Park Dedication: For all areas outside of the Central City, the Policy requires 3.75
acres of Community Park dedication per 1,000 population.
3.4.1 The amount of acreage required for dedication as Community Park, as indicated by the
Policy and based on the Anticipated Construction is: 5.085 acres [3.75 x 678 of Dwelling Units) x (2
Persons/Unit)! 1000].
3.5 If the calculation for required Neighborhood Based Park dedication within the Development Area
that falls outside of the Central City results in less than five (5) acres, or the calculation for required
Community Park dedication does not result in at least thirty (30) acres, or does not meet site selection
criteria, as defined in the Policy, the Director may require a fee -in -lieu of the Neighborhood Based
dedication, the Community Parkland dedication, or both, in accordance with the Policy.
SECTION 4
NEIGHBORHOOD BASED PARK DEVELOPMENT FEE
4.1 If the Development Area requires a Neighborhood Based Park, as discussed above, a
Neighborhood Based Park Development Fee is applicable.
4.1.1 The Development Area requires Neighborhood Based Parks: Ye$ ® No
4.2 The Developers must pay a Neighborhood Based Park Development Fee in the amount of two
hundred twenty three thousand two hundred thirty seven and 9/100 dollars ($223,237.09) for each acre of
neighborhood based parkland required to be dedicated for the Development Area, as established in the
version of the Policy in effect as of the effective date of this Agreement. The Neighborhood Based Park
Development Fee is based on the guidelines of the Policy and may be administratively adjusted by the
Director up to the annual amount of the change in the Consumer Price Index. In accordance with the
Policy, the fee must be paid to the City prior to the issuance of final platting for the Development Area
4.3 Neighborhood Based Park Development Fee Credits (refund): City and Developers ® HAVE; E3
HAVE VE NOT mutually agreed to credits against the Neighborhood Based Park Development Fee. The
terms of such credits, if any, are more particularly described in Exhibit "B," which is attached hereto and
incorporated herein for all purposes. Credits of Park Dedication Policy fees to be issued as a refund to the
Developers.
4.3.1 If City and Developers have agreed to credits (refund) against the Neighborhood Based
Park Development Fee, then the Developers will expend or cause to be expended the Neighborhood Based
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 4 of 19
Park Development Fee in construction costs for site development of neighborhood parkland (public and
private) to include, but not be limited to, the Approved Improvements in Exhibit "C."
4.3.2 Developers, for any fee remaining after any and all credits, must pay the full amount due
to the City prior to issuance of the final plat and seek reimbursement thereafter, unless otherwise agreed
to in writing. Failure to pay any fee due to City will be sufficient cause to deny the final plat. Otherwise,
if mutually agreed, in writing, between the Developers and the Director, the Developers may choose to
develop the park site prior to final plat approval in lieu of submitting the Neighborhood Based Park
Development Fee. The requirements for such an agreement are further detailed in the Policy.
SECTION 5
PAYMENT OF FEES IN LIEU OF PARKLAND DEDICATION
5.1 If the calculation for required Neighborhood Based Parkland dedication within the proposed
Development Area results in less than five (5) acres, or the calculation for required Community Park
dedication does not result in at least thirty (30) acres, or does not meet site selection criteria as per the
Policy, the Director may recommend that a fee -in -lieu of the Neighborhood Based dedication, the
Community Parkland dedication, or both, be required.
5.1.1 City and Developers HAVE; ® HAVE NOT mutually agreed to the payment of fees
in lieu of Neighborhood Park parkland dedication. Said agreement is more fully described in Exhibit "E,"
which is attached hereto and incorporated herein by reference as if fully set forth herein.
5.1.2 City and Developers HAVE; ® HAVE NOT mutually agreed to the payment of fees
in lieu of Community Park parkland dedication. Said agreement is more fully described in Exhibit "E,"
which is attached hereto and incorporated herein by reference as if fully set forth herein.
SECTION 6
PARK PLANS AND CONSTRUCTION DOCUMENTS
Developers' Concept Park Master Plan must be reviewed and approved by the Director prior to
the City Plan Commission approval, and Construction Documents for the Development Parkland must be
reviewed and approved by the Director prior to final platting.
SECTION 7
TIMING OF DEDICATIONS, TRACKING LOG, AND
FINANCIAL GUARANTEE
7.1 Developers will dedicate parkland to the City at the time any portion of the Development Area
adjoining the parkland being dedicated to the City is platted. Developers must notify City of any
changes to the preliminary plats by any attempted revision that may impact park dedication.
7.2 During construction of the Development Area, as each final plat is approved, City will maintain a
tracking log in substantially similar form as set forth in Exhibit "F" ("Tracking Log"). The Tracking Log
will document the number of residential units for each plat and the amount of Central City Park Flat Fees
and Neighborhood Based Park Development Fees owed to the City for each plat, as well as any credits
due to the Developers as a result of park improvements made by the Developers and approved by the City
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 5 of 19
as set forth in this Agreement. The Tracking Log in Exhibit "F" represents the current status of the
Development on the date this Agreement is executed.
7.3 If Developers wishes to obtain final plats or the issuance of building permits before the dedication
of parkland to the City, the payment of Central City Park Flat Fees, the payment of Neighborhood Based
Park Development Fees, or the construction of parkland improvements, then Developers will deliver to
the City a financial guarantee in the form of a letter of credit, escrow agreement, or cash escrow
satisfactory to the Director guaranteeing that Developers will dedicate the parkland and pay the Central
City Park Flat Fees or Neighborhood Based Park Development Fees required by this Agreement, or
construct the Approved Improvements required by this Agreement ("Financial Guarantee"), as applicable.
The Financial Guarantee must be in an amount sufficiently representative, in Director's discretion, of the
fair market value of the parkland required to be dedicated, Central City Park Flat Fees or Neighborhood
Based Park Development Fees owed to the City, or Approved Improvements required for the Development
Area, as applicable. The amount of the Financial Guarantee may be adjusted upon written agreement
between the Developers and the Director during construction of the Development Area to ensure adequate
financial guarantee of the Developers' obligations pursuant to this Agreement.
7.4 City and Developers agree that, if and to the extent Developers has completed the Anticipated
Construction but failed to dedicate parkland, expend or otherwise make payments pursuant to Sections 3
and 4 above, or construct Approved Improvements to parkland required by this Agreement within 12
months after issuance of the final plat that requires park dedication, payment of fees, or construction of
improvements, respectively, then Developers will pay the City an amount equal to the difference of the
required Central City Park Flat Fees and Neighborhood Based Park Development Fees set forth on the
most recent Tracking Log, minus the amount of Central City Park Flat Fees and Neighborhood Based
Park Development Fee actually expended by Developers, and minus the amount(s) paid by Developers.
For the avoidance of doubt, City and Developers agree that Developers' obligation to expend or cause to
be expended the Central City Park Flat Fee or the Neighborhood Based Park Development Fee (and/or
make the payments specified in Subsections 3.5) is only to the extent Developers has actually completed
the Anticipated Construction.
SECTION 8
PARK IMPROVEMENTS ON DEDICATED PARKLAND
If Developers desires to construct park improvements on parkland in the Development that has
already been dedicated and otherwise properly conveyed by deed to the City, Developers must execute a
temporary construction easement, license agreement, or similar contract with the City setting forth the
terms under which such construction and installation will occur. With respect to park improvements
constructed on land owned by the Developers that will be dedicated to the City in the future, Developers
is responsible and liable for all such improvements, including, but not limited to, any personal injury or
property damage that may occur as a result of such construction, until such time as the City takes
ownership of the parkland and the associated improvements.
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 6 of 19
SECTION 9
NOTICES
Notices. All written notices called for or required by this Agreement must be addressed to the
following, or such other party or address as either party designates in writing, by certified mail, postage
prepaid, or by hand delivery:
City:
Park & Recreation Department
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
Developers:
GS Quarry Falls Phase I Owner, L.P.
ATTN: JR Thulin
601 State Street, Suite 500
Southlake, Texas 76092
and
GS Quarry Falls Phase II Owner, L.P.
ATTN: JR Thulin
601 State Street, Suite 500
Southlake, Texas 76092
and
GS Quarry Falls Excess Land, LLC
ATTN: JR Thulin
601 State Street, Suite 500
Southlake, Texas 76092
SECTION 10
LIENS AND MORTGAGES
Developers does not have the authority to engage in any act or to make any contract which may create
or be the foundation for any lien or mortgage upon any real property or improvements owned by the City. If
any such purported lien or mortgage is created or filed, Developers, at no cost to the City, will liquidate and
discharge the same within thirty (30) days of such creation or filing. Developers' failure to discharge any
such purported lien or mortgage within this timeframe will constitute a breach of this Agreement.
Developers' financial obligation to the City to liquidate and discharge such lien or mortgage will continue in
effect following termination or expiration of this Agreement and until such a time as the lien or mortgage is
discharged.
SECTION 11
COMPLIANCE WITH LAW AND POLICIES
This Agreement will be subject to all applicable federal, state, and local laws, ordinances, rules,
and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as
amended. Developers must comply with all Park & Recreation Department regulations and policies.
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 7 of 19
SECTION 12
INTERPRETATION
Each party, and if it so chooses, its attorney, has 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 will not apply in interpretation of this
contract, and each section, portion, and provision of this Agreement will be construed solely on the basis
of the language contained therein, regardless of who authored such language.
SECTION 13
NO THIRD -PARTY RIGHTS
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developers, and any lawful assigns or successors, and are not intended to create any rights, contractual or
otherwise, to any other person or entity.
SECTION 14
BINDING COVENANTS
Subject to the limitations contained herein, the covenants, conditions, and agreements made and
entered into by the parties hereto are declared to be for the benefit of and binding upon their respective
successors, representatives, and assigns, if any.
SECTION 15
NO WAIVER
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's right to
insist upon appropriate performance or to assert any such right on any future occasion.
SECTION 16
VENUE AND CHOICE OF LAW
If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of
this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas, Fort Worth Division. This Agreement will
be construed in accordance with the laws of the State of Texas.
SECTION 17
SEVERABILITY
If any of the provisions contained in this Agreement is held, for any reason, to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or unenforceability will be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 8 of 19
SECTION 18
GOVERNMENTAL POWERS
It is understood that by execution of this Agreement, the City does not waive or surrender any of
it governmental powers or immunities.
SECTION 19
AMENDMENTS AND ASSIGNMENTS
19.1 This Agreement cannot be modified or amended without the written consent of all the parties
hereto, which shall be attached and made a part of this Agreement.
19.2 This Agreement cannot be assigned by Developers to another entity without the written consent of
the City. If City grants consent to an assignment, the assignee will execute a written agreement with the
City and Developers under which the assignee agrees to be bound by the duties and obligations of
Developers under this Agreement. Developers will be liable for all obligations of Developers under this
Agreement prior to the effective date of the assignment and until complying with the requirements of this
section.
SECTION 20
AUDIT
Developers agrees that City and its internal auditor will have the right to audit, which will
include, but not be limited to, the right to reasonable access to and the right to examine, the financial and
business records of Developers that relate to this Agreement, including, but not limited to, all reasonably
necessary books, papers, documents, records, and personnel, (collectively "Records") in order to
determine compliance with this Agreement, provided, however, that any audits performed pursuant to
this Agreement shall be at the City's sole cost and expense and shall not occur more than two (2) times
in any calendar year. Developers will make all Records available to City at Developers' office within
thirty (30) days after written notice by City and will otherwise reasonably cooperate with City during any
audit. Notwithstanding anything to the contrary herein, this section will survive expiration or earlier
termination of this Agreement for a period of three (3) years.
SECTION 21
AUTHORIZATION
By executing this Agreement, Developers' agent affirms that he or she is authorized by Developers
to execute this Agreement and that all representations made herein with regard to Developers' identity,
address, and legal status are true and correct.
SECTION 22
COUNTERPARTS AND ELECTRONIC SIGNATURES
22.1 This Agreement may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument.
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 9 of 19
22.2 This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file, email, or
facsimile transmission) of an original signature, or signatures electronically inserted via software such as
Adobe Sign.
SECTION 23
SOLE AGREEMENT
This Agreement, including any exhibits attached hereto and any documents incorporated herein
by reference, contains the entire understanding and agreement between the City and Developers, and any
lawful assigns or successors, as to the matters contained herein. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement, provided that, to the extent such terms of the Agreement conflict with the Policy, then the
Policy will govern.
SECTION 24
LIABILITY AND INDEMNIFICATION
DEVELOPERS AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
CITY, ITS OFFICERS, AGENTS SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANYAND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND,
INCLUDING, B UT NOT LIMITED TO, THOSE FORPROPERTY DAMA GE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST
PROFITS) AND/ OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO,
ARISE OUT OF, OR BE OCCASIONED BY (i) DEVELOPERS' BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPERS, ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE
CITY), SUBCONTRACTORS, LICENSEES, OR INVITEES RELATED TO THE
CONSTRUCTION OF PARKLAND AND PARK IMPROVEMENTS OR THE
PERFORMANCE OF THIS AGREEMENT.
[SIGNATURES ON FOLLOWING PAGE]
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 10 of 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By: Dana BUI' hdof
Name: b�fiPEWt 12, 26 10:48:55 CDT)
Title: Assistant City Manager
Date: 10/12/2026
Contract Authorization:
M&C: N/A
Form 1295: N/A
GS QUAR F S PHASE I OWNER, L.P.:
By:
Name: JR Thulin
Title: Vice President
Date: 09/30/2026
GS QUARRY FA S PHASE II OWNER, L.P.:
By:
Name: JR Thulin
Title: Vice President
Date: 09/30/2026
GS QUARRY FA S EXCESS LAND LLC:
By:
Name: JR Thulin
Title: Vice President
Date: 09/30/2026
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommender.!:
r&re- % Tkutcn
By:
Tcrccu Thomocon (Oct 10, 2026 12:11:12 CDT)
Name: Teresa Thomason
Title: Deputy Director
Park & Recreation Department
By:
Name: Joel McElhany, A
Title: Assistant Director
Park & Recreation Department
Approve j�o Form and Legality:
By:
Name: e Won Kim
Title: 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.
By: .L eu p�Geu�e�
Name: Lori L. Gordon, RLA
Title: Planning Manager
Park & Recreation Department
e fFORTy0°°
City Secretary:
� 9
By:
Name: Jannette Goodall
Title: City Secretary
OFFICIAL
AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS OFRETARD
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 CITY SECRETARY 11 of 19
FT. WORTH, TX
EXHIBIT A
DEVELOPMENT AREA AND PARK CONCEPT PLAN
DEVELOPMENT AREA
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GS QUARRY FALLS
EXCESS LAND, LLC
CC# 0223173926
CC# 022 31 74 032
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AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 12 of 19
EXHIBIT A
DEVELOPMENT AREA AND PARK CONCEPT PLAN
PARK CONCEPT PLAN
/ 7RA!L TO BE S AEE2
/ Af7H QUARRY FALLS PHASE
2
/ / / f0CONCRETE 7PA::S --\ .,
/ GFEENFIELOS OUTDOO
I R '
/ FA7WSS STAN7TO�
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- - . �FALf PROTEC770 QN 70P �' �':
r REQUIRED FOP PUBLIC TRAIL ®/F
! / ' PROPOSED
.REWRED FOR'
PUBLIC PARKING
ACCES - PUBLIC PARXMG ' \
/ '.��
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\\ / PUB C TRAIL
rr
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5' CONCRETE TRAf1
CONSTRUCTED $17R 111
QUARRY FAf L S PHASE T
�T's^ ( - '\NSTRIlCTEO
I . v 7'JARRY
-, � CON'IEYA.NC£ AREA I
RETAMNG WALL W17H--
-AL1 PROTECTTOR ON Till'
_OUTRED FOR PUBLIC 7RAA
CONSTRUCTED Ai^I
QUARRY FALLS PHA,'E /
\ PAOFOS£O PARK /
\..._ PROPERTY I ME ',• ` SC's'
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CONCRETE TRAILS
ARNMG WALL TWIN
c PROTECTION ON TOP
U'REO FOR PUBLIC TRAIL
POSED PARK
PITY LANE
AREA 2
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AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR QUARRY FALLS NORTH: PP-17-027/FS-23-239 13 of 19
EXHIBIT B
FEE CREDIT AGREEMENT
Dedicate approximately 12.56 acres of land of the required 9.49 combined acres of Neighborhood and
Community Park land, of which approximately all acreage is out of the floodplain, to the City of Fort
Worth as a Neighborhood and Community Based Park.
The Developers will also construct the following Park amenities:
• Minimum 1/4 mile, 6' wide, walking trail
• Access road
• 40 car parking area
• Associated grading to ensure site has positive drainage
• Seed or sod to stabilize park minimum 70 percent coverage of park surface.
Once the Park Improvement construction is accepted by the City and parkland is deeded to the City of
Fort Worth, the Neighborhood Parkland and Development, Infrastructure and Community Park fees paid
will be returned to the Developers.
To maintain private stormwater pipes, drainage easements, as a separate instrument, an easement will be
drafted by the property owner as a separate instrument and be part of the dedicated park space.
No open channel drainage swales structures will be permitted on City of Fort Worth parkland unless
related specifically to the park development. Outfall structures on proposed parkland are addresses as
part of a Maintenance Agreement with the City of Fort Worth.
EXHIBIT B - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR THE QUARRY FALLS NORTH: PP -17-027 14 of 19
EXHIBIT C
LIST OF APPROVED IMPROVEMENTS
Minimum 6' wide, walking trail- (concrete) 2,506 +/-linear feet
Parking lot (approximately 40 cars)- 10,509 sf
Roadway in Public Access Easement- 22,861 sf
Workout station
Associated grading and walls to ensure site has positive drainage
Seed or sod to stabilize park site surface.
Construction documents to be provided to the City of Fort Worth for review and approval before
improvement installation.
See following page for estimate of probable cost
The minimum developer provided investment in recreational amenities/document preparation is:
$621,139.54.
The amenity investment proposed by the developer is: $1,133,923.00. Amount available for credit is
$621,139.54.
EXHIBIT C - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR THE QUARRY FALLS NORTH: PP -17-027 15 of 19
EXHIBIT Cl
LIST OF APPROVED IMPROVEMENTS
ESTIMATE OF PROBABLE COST
Cost Estimate of Improvements
Concrete
Phase 1
$ 90,893,0.0 Side walk trails +'Public Parking
Phase 2
$ 143,802.00 Side walk trails + Public Parking
Spine Road
$ 156,708.00 Access to park
Retainin wales
Phase 1
$
215,025.00
Phase 2
$
188,205.00
Landscaping
Ph ase 1
$
178,000.00
Ph ase 2
$
160,700.00
Fencing
Phase 1
$
25,280.00
Phase 2
$
88, 974.00
Total 1,198,177.00
Inc[ plants and irf
Inc[ plants, irr, and workout station
Only incIfall protection fencing to Quarry
Only inc( fall protection fencing to Quarry
EXHIBIT C - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR THE QUARRY FALLS NORTH: PP -17-027 16 of 19
EXHIBIT D
FEE SHEET
OUTSIDE
FO rWoRIA ESTIMATED FEES -IN -LIEU OF PARKLAND DEDICATION .. �
BASED ON 2019 NEIGHBORHOOD AND COMMUNITY PARK POLICY . •�
Calendar Year - 2023
FFC:
NP LINIT
:F UNIT
COUNCIL DISTRICT
PARK SERVICE DISTRICT
5
5-05
18
2
NORTH
PLATS
Preliminary
PP -17-O27
Submitted: i/26/2017
Final
FS -23-239
Submitted: 2/19/2023
Quarry Falls
1
Single -Family Units:
0
@ 3 Persons per unit
2
Multi -Family Units:
678
@ 2 Persons per unit
3
Land Value (per acre}:
$196,020.13
FMVA-3/21/2024
4
Population generated:
1,356
LINE 1(x 3 persons/unit) + LINE 2 (x 2 persons/unit)
LAND COMPONENT
S
Land Dedication Required:
4.4070 Acres
LINE4 x 3.25 Acres (per 1,000 Population)
6•
LAND FEE:
$863,860.71*
LINE3xLINE5
NEIGHBORHOOD
PARK
Street Frontage Required:
DEVELOPMENT FEE:
Street Frontage Cost:
Water Infrastructure Cost:
Sewer Infrastructure Cost:
Conference Cost:
Civil Engineering Cost:
Design Engineering Cost:
INFRASTRUCTURE FEE:
DEVELOPMENT COMPONENT
613 LF
See Notes
$549,376.62*
LINE x $124,660 per acre
$23,57598
LINE7x $38.46 (may change at Final Plat)
$16,287.41
LINE7x $2657 (may change at Final Plat)
$18,009.94
LINE7x $29.38 (maychange at Final Plat)
$5,787.33
10%of(LINE9 + LINE 10 + LINE 11)
$4,051.13
7%of(LINE9+LINE10+LINE 11)
$4,051.13
7%of(LINE9+ LINE10+ LINE 11)
$71,762.92*
Sum (LINE 9thru LINE 14)
LAND COMPONENT
COMMUNITY PARK 16 Land Dedication Required: 5.0850 Acres LINE4 x 3.75 Acres (per 1,000 Population)
17 LAND FEE: $996,762.36* LINE3xLINE16
TOTAL FEE -IN -LIEU I $2,481,762.61 I LINE 6+ LINE 15+ LINE 17
highlighted fees are invoiced electronically
NOTES Street Frontage LF required is 35% of the linear measure of a square area equal to LINE 5
EXHIBIT D - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR THE QUARRY FALLS NORTH: PP -17-027 17 of 19
EXHIBIT E
PAYMENT OF FEES IN LIEU OF PARK DEDICATION
Land and improvements, as noted in this agreement, for Neighborhood Park and land for Community
Park will be dedicated to the City of Fort Worth in lieu of paying Neighborhood and Community Park
Dedication Policy fees for the development.
The Neighborhood and Community Park land will be conveyed first and any park fees paid to date will
be returned and outstanding park fees from Exhibit D will be waived. Additionally, Developer must
construct and City must accept all Phase II improvements before issuance of the fmal certificate of
occupancy on the Phase II project.
Once construction and acceptance of the park amenities is approved, Neighborhood & Community Park
Dedication policy requirements will be fulfilled.
EXHIBIT E - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR THE QUARRY FALLS NORTH: PP -17-027 18 of 19
EXHIBIT F
TRACKING LOG
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EXHIBIT F - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS
FOR THE QUARRY FALLS NORTH: PP -17-027 19 of 19
FORT WORTH®
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: GS QUARRY FALLS PHASE I LIMITED PARTNER LP., QUARRY FALLS PHASE II LIABTEOPARTNER.(P.. and GS QUARRY FALLS EXCESS LANG LIMITED LIABILITY COMPANY L.L.C., (DnAnApe."),
Subject of the Agreement: City and Developers desire to establish a formal written agreement relating to
the parkland dedication improvement requirements, improvement credits and land or
improvement refunds related to the QUARRY FALLS NORTH.
M&C Approved by the Council? * Yes ❑ No 0
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No ii
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes 0 No ❑
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes El No ® If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 10/12/2026
If different from the approval date.
Expiration Date: N/A
If applicable.
Is a 1295 Form required? * Yes El No A
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable. N/A
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 9 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.