HomeMy WebLinkAboutContract 42257 CITY SECRETARY
CONTRACT NO. 2 a S
COMPLETION AGREEMENT
This Completion Agreement (the "Agreement"), is made and
entered into by and among the City of Fort Worth, (the "City") and
Hillwood Residential Services L.P., a Texas limited partnership, (the
"Developer") effective as of September 21 , 2011, unless otherwise
agreed in writing by the City and the Developer. The City and the
Developer are hereinafter collectively called the "Parties".
WITNESSETH:
WHEREAS, Golden Beach, L.P., a Texas limited partnership,
owns that certain tract of real property that contains approximately
51.293 acres that is located in the City, the legal description of which
tract of real property is marked Exhibit "A" — Legal Description,
attached hereto and incorporated herein for all purposes, with the
exception of approximately 1 .54 acres owned by Developer as described
below, which 51 .293-acre tract is hereinafter called the "Property"; and
WHEREAS, the Developer, on behalf of Golden Beach, L.P., has
submitted preliminary plat PP-011-013 encompassing 61.468 acres of
land, consisting of the Property and approximately 10. 176 acres of land
previously conveyed to the City for the extension of North Beach
Street, and
WHEREAS, approximately 1 .54 acres of the Property are owned
by the Developer (consisting of a 1 . 163-acre tract and a 5-foot wide
strip containing 0.377 acres) and will be dedicated to the City by plat
for the extension of North Beach Street; and
WHEREAS, the Developer, on behalf of Golden Beach, L.P., has
submitted final plat FP- 11 -020 for the 61 .468 acres of land
encompassed by PP-011 -013, including the Property (hereinafter called
the "Final Plat"); and
WHEREAS, the Developer and the City have entered into a
E-Qffiffvd1t-t r---+4giIities Agreement (hereinafter called the "CFA")
OFFIC'AL RECORD
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relating to construction and installation of paving, drainage, street
signs and street lights for the extension of North Beach Street from
Keller-Hicks to Golden Triangle and Keller Hicks Road from Alta Vista
Boulevard 1,000 feet to the east (hereinafter called the "Community
Facilities"); and
WHEREAS, the City has required certain assurances that the
Developer will cause the Community Facilities to be constructed to
City standards; and
WHEREAS, the Parties desire to set forth the terms and
conditions of such accommodations as are described above.
NOW THEREFORE, for and in consideration of the benefits to be
derived from the mutual observance by the parties of the terms and
conditions hereof, and for and in consideration of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Recitals. The foregoing recitals are true, correct and complete
and constitute the basis for this Agreement and they are
incorporated into this Agreement for all purposes.
2. The Completion Amount. The City and the Developer agree that
the Hard Costs required to complete the Community Facilities in
the aggregate should not exceed the sum of Eight Million Seven
Hundred Forty-Three Thousand Two Hundred Ninety Seven and
18/100 Dollars ($8,743,297.18), hereinafter called the
"Completion Amount". Notwithstanding the foregoing, it is
acknowledged that the actual costs of completion of the
Community Facilities may vary as a result of change orders
agreed to by the Parties, but such variances for the purposes of
this Agreement shall not affect the Completion Amount as used
herein.
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3. Completion by the Developer. The Developer agrees to complete
the Community Facilities in accordance with City standards, the
CFA, and the Plans as approved by the City. For the purposes of
this Agreement, the development of the Property shall be deemed
complete upon acceptance by the City of the Community
Facilities.
4. Satisfaction of the City Requirements. The City agrees that the
assurances and covenants contained in this Agreement satisfy all
requirements of the City with respect to payment and performance
bonds or other requirements for security in connection with the
development of the Property and the completion of the
Community Facilities that are contained in the CFA or in any
other agreement relating thereto, and the City hereby accepts the
assurances and covenants contained herein in lieu thereof. To the
extent the CFA irreconcilably conflicts with this Agreement, the
provisions of this Agreement shall control.
5. Termination. This Agreement shall terminate upon the earlier to
occur of the following: (a) acceptance by the City of the
Community Facilities; or (b) mutual written agreement of the
Parties.
6. Final Plat. The Parties acknowledge and agree that the City shall
hold the Final Plat until the Community Facilities are completed
and accepted by the City and all Hard Costs contractors have
been paid, less retainage. Upon acceptance by the City and
receipt of evidence from the Developer showing that all Hard
Costs contractors have been paid, including but not necessarily
limited to lien waivers and bills paid affidavits, the City shall
within a reasonable time file the Final Plat in the Plat Records of
the county where the Property is located. The purpose of the City
retaining the Final Plat as provided herein is to guarantee the
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Developer's obligations under the CFA are completed. By
execution of this Agreement, Golden Beach L.P. agrees that the
City is authorized to hold the Final Plat until the Community
Facilities are completed and accepted by the City and all Hard
Costs contractors have been paid, less retainage, in accordance
with this section.
7. Construction Contracts. Developer agrees to include in each
Construction contract that it enters into for the completion of the
Community Facilities the following:
A. A statement that the City is not holding any security to
guarantee any payment for work performed on the Community
Facilities;
B. A statement that the Property is private property that may be
subject to mechanic's and materialman's liens;
C. A requirement that each contractor contracting with the
Developer release the City from any claim that is related to
the Property; and
D. A requirement that each contractor contracting with the
Developer include in each subcontract the statements
contained in (a), (b) and (c) above.
8. Miscellaneous.
A. Assignment of Agreement. The Developer and Golden Beach,
L.P. have the right, from time to time, to collaterally assign
any of their rights, title, or interest under this Agreement to
any future lender and/or any future owner of all or any
portion of the Property. Provided the City has been given a
copy of the document creating the lender's interest, including
notice information for the lender, the lender shall have the
right, but not the obligation, to cure any default under this
Agreement and shall be given a reasonable time to do so in
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accordance with the provisions of this Agreement; and the City
agrees to accept a cure offered by the lender as if offered by
the Developer. The collateral assignment shall not obligate
any lender to perform any obligations or incur any liability
under this Agreement unless the lender agrees in writing to
perform such obligations or incur such liability. Provided the
City has been given a copy of the assignment to a subsequent
owner, such owner shall have the right to cure any default
under this Agreement and shall be given a reasonable time to
do so in accordance with the provisions of this Agreement, and
the City agrees to accept a cure offered by such owner as if
offered by the Developer.
B. Notice. Any notice required or permitted to be delivered
under this Agreement shall be deemed received on actual
receipt by the appropriate party at the following addresses:
(i) Notice to the City shall be addressed and delivered as
follows:
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
If to Transportation and Public Works:
Attention: Jim Walker
Transportation and Public Works (TPW)
Telecopy Number: ►
Confirmation Number: L-�� 1a_ to_ 11
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With a copy thereof addressed and delivered as follows:
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Doug Black,
Assistant City Attorney
Telecopy Number: 817-392-8359
Confirmation Number: 817-392-7600
(ii) Notice to the Developer shall be addressed and
delivered as follows:
Hillwood Residential Services, L.P.
Attention: Tom Woliver
5430 LBJ Freeway Suite 800
Dallas, Texas 75240
Telecopy Number: (972) 201-2959
Confirmation Number: (972) 201-2919
A party may change its address for notice upon prior written
notice to the other parties pursuant to the terms hereof.
C. Texas Law to Apply. This Agreement shall be construed under
and in accordance with the laws of the State of Texas.
D. Parties Bound. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective legal
representatives, successors and assigns.
E. Legal Construction. In case any one or more of the provisions
contained in this Agreement shall for any reason is held to be
invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any
other provision of this Agreement, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable
provision had never been contained in this Agreement.
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F. Prior Agreements Superseded. This Agreement constitutes the
sole and only agreement of the Parties with respect to the
subject matter hereof and supersedes any prior understandings
or written or oral agreements among the Parties concerning the
subject matter hereof.
G. Amendment. This Agreement may only be amended by a
written instrument executed by all of the Parties to this
Agreement.
H. Headings. The headings that are used in this Agreement are
used for reference and convenience purposes only and do not
constitute substantive matters to be considered in construing
the terms and provisions of this Agreement.
Executed by the Parties to be effective as of the date first stated
above.
EXECUTED IN QUADRULET.
APPR AS TO FORM: CITY OF FORT WORTH:
W 3('CK Fernando Costa
Assistant City Attorney Assistant City Manager
Attested by : 4 1 1
-'i•ac'- Authorizaltioi
Marty Hendrix, Chy S"rewy
OFFICIAL RECORD
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CITY SECRETARY
FT WCRTH, TX
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DEVELOPER:
HILLWOOD RESIDENTIAL
SERVICES, L.P.,
a Texas limited partnership
By: Hillwood Services GP, LLC,
a Texas limited liability company,
its general partner
By:
Printe ame:
Title:
EXECUTED FOR THE PURPOSES OF
SECTIONS 6 AND 8 ONLY
GOLDEN BEACH, LP,
a Texas limited partnership
By: BOH Investments GP, LLC,
a Delaware limited liability company,
its general partner
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LIST OF EXHIBITS
EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT B - COST SUMMARY TABLE
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EXHIBIT A
LEGAL DESCRIPTION
BEING a tract of land situated in the J. R. Knight Survey, Abstract
Number 902, City of Fort Worth, Tarrant County, Texas, and being a
portion of that certain tract of land described by deed to Realty Capital
Golden Beach, Ltd., as recorded in County Clerk's Filing Number
D203430365, County Records, Tarrant County, Texas, and being more
particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod, being the northwest corner of that
certain tract of land described by deed to the City of Fort Worth,
Tarrant County, Texas, as recorded in County Clerk's Filing Number
D210072903, County Records, Tarrant County, Texas, also being in the
common line of the easterly right-of-way line of that certain tract of
land described by deed to the City of Fort Worth, Tarrant County,
Texas, as recorded in Volume 9381 , Page 654, County Records, Tarrant
County, Texas, and the westerly property line of said Realty Capital
tract and also being the beginning of a non-tangent curve to the right:
THENCE with said common line, 1213.59 feet, along the arc of said
curve, through a central angle of 62° 05'00" whose radius is 1120.00
feet, and the long chord which bears N 38°00'08"E, 1155.08 feet to a
5/8 inch iron rod found;
THENCE N 69002'38"E, 978.54 feet continuing along said common line
to a 5/8 inch iron rod found at the beginning of a curve to the left;
THENCE continuing along said common line, 1080.52 feet, along the
arc of said curve, through a central angle of 49° 55'37" whose radius is
1240.00 feet, and the long chord which bears N44004'49"E, 1046.66
feet to a P.K. Nail found in the approximate center line of Alta Vista
Road;
THENCE S 00025'40"W, 986.90 feet along the approximate center line
of said Alta Vista Road to a P.K. Nail found;
THENCE S 89059'21"W, 493.90 feet to a 3/8 inch iron rod found;
THENCE S 02006'48"W, 1160.75 feet to a 5/8 inch iron rod found in
the northerly right-of-way line of Golden Triangle Boulevard (a
Variable width right-of-way);
THENCE N 89"40' 13"W, 941 .51 feet along the north line of said
Golden Triangle Boulevard to the most easterly corner of the
aforementioned City of Fort Worth tract recorded in D210072903, said
County Records;
THENCE N 88°31 '24"W, 400.08 feet along the north line of said City
of Fort Worth tract (D210072903);
THENCE N 90000'00"W, 44.55 feet continuing feet along the north line
of said City of Fort Worth tract (D210072903);
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THENCE N 68033' 14"W, 34.02 feet continuing feet along the north line
of said City of Fort Worth tract (D210072903);
THENCE N 89040'09"W, 277.73 feet continuing feet along the north
line of said City of Fort Worth tract (13210072903) to the beginning of
a curve to the right;
THENCE continuing feet along the north line of said City of Fort Worth
tract (13210072903) 33.87 feet, along the arc of said curve, through a
central angle of 10°16'00" whose radius is 189.00 feet, and the long
chord which bears N 81°57'03"W, 33.82 feet;
THENCE N 43°11' 18"W, 114.26 feet continuing feet along the north
line of said City of Fort Worth tract (13210072903) to the beginning of
a curve to the right;
THENCE continuing feet along the north line of said City of Fort Worth
tract (13210072903) 16.71 feet, along the arc of said curve, through a
central angle of 00°51 '28" whose radius is 1116.00 feet, and the long
chord which bears N 06°20'43"E, 16.71 feet;
THENCE N 83013'33"W, 3.85 feet continuing feet along the north line
of said City of Fort Worth tract (13210072903) to the POINT OF
BEGINNING, and containing 2,234,312 square feet, or 51 .293 acres of
land more or less.
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EXHIBIT B
COST SUMMARY TABLE
NORTH BEACH STREET
FROM GOLDEN TRIANGLE TO KELLER HICKS)
Developer
Item Cost City Cost Total Cost
A. Construction
1. Paving $503,518.30 $1,762,993.95 $2,266,512.25
2. Mobilization/Traffic
Control $83,308.34 $291,691.66 $375,000.00
3. Excavation $132,499.13 $463,925.87 $596,425.00
4. Storm Drainage $0.00 $2,940,270.00 $2,940,270.00
5. Street Lights $33,224.70 $116,331.30 $149,556.00
6. Street Signs $0.00 $0.00 $0.00
Material Testing & Insp. $53,480.13 $344,448.87 $397,929.00
7. Water $0.00 $0.00 $0.00
8. Sanitary Sewer $0.00 $0.00 $0.00
Inspection (2%) $0.00 $0.00 $0.00
Material Testing (2%) $0.00 $0.00 $0.00
Mitigation $22,215.56 $77,784.44 $100,000.00
Landscaping $0.00 $0.00 $0.00
Signals $0.00
$144,754.00 $144,754.00
Utility Relocations $0.00 $0.00 $0.00
Engineering/Construction
Admin. $15,051.01
$111,504.26 $126,555.27
Cont. $146,295.66 $146,295.66
Subtotal $843,297.17 $6,400,000.00 $7,243,297.18
Right of Way $1,500,000.00 $0.00 $1,500,000.00
TOTAL $2,343,297.17 $6,400,000.00 $8,743,297.18
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M&C Review Page 1 of
Official site of the City of Fort Worth,Texa<
CITY COUNCIL AGENDA FORTIVORT11
n
COUNCIL ACTION: Approved on 6/14/2011
DATE: 6/14/2011 REFERENCE C-24971 LOG NAME: 06N BEACH STREET
NO.: CONSTRUCTION
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize the Execution of an Infrastructure Construction Agreement with Hillwood
Residential Services, LLC, with City Participation Not to Exceed $6,400,000.00 for the
Construction of North Beach Street from Keller-Hicks Road to Golden Triangle Boulevard
and Keller Hicks Road from Alta Vista Boulevard 1,000 Feet to the East (COUNCIL
DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an Infrastructure Construction Agreement with Hillwood
Residential Services, LLC, with City participation in an amount not to exceed $6,400,000.00; and
2. Waive the limitation of Section II, Paragraph 11 of the Policy for the Installation of Community Facilities
that limits City participation and recommend City participation in accordance with Local Government Code
212.072 and the Unit Price Ordinance No. 14552 and No. 17967-002-2008, as amended.
DISCUSSION:
The 2008 Capital Improvement Program (CIP) approved $5,000,000.00 for the design and construction of
the east half of North Beach Street from Keller-Hicks Road to Golden Triangle Boulevard of a four-lane
divided roadway. On January 9, 2007, (M&C G-15571) the City Council authorized the sale of
$42,325,000.00 Certificates of Obligation for the purpose of funding part of the Critical Capital Needs
Program, which included funds for the design and construction of Keller-Hicks Road from Alta Vista Road to
Park Vista Boulevard as a four-lane undivided arterial roadway.
The Developer desires to make certain street, storm drainage, street sign, traffic signal and street light
improvements to North Beach Street from Keller-Hicks Road to Golden Triangle Boulevard and to Keller-
Hicks Road from Alta Vista Road to approximately 1,000 feet east. The Developer also desires to help fund
construction of the project by donating right-of-way for North Beach Street in exchange for Transportation
Impact Fee credits, in accordance with the Transportation Impact Fee Ordinance No. 18083 adopted May
13, 2008, effective July 1, 2008.
The Developer, Hillwood Residential Services, LLC, and the City of Fort Worth will share the cost of this
project as reflected by the table below. The estimated total cost of the improvements and related support
services, including construction, surveying and inspection is estimated to be $7,241,865.00.
Staff recommends participation with the Developer to build the roadways, including the oversizing of the
community facilities. Staff requests a waiver of the Policy for the Installation of Community Facilities which
states that City participation may not exceed 30 percent in a Community Facilities Agreement (CFA). In
accordance with state law, the City will participate at a level of 25 percent for the required facilities and 100
percent for the oversizing.
The City of Fort Worth would like to have this portion of North Beach Street and Keller-Hicks Road
completed as soon as possible because of the significant need in this area. Based on unit prices from
Ordinance No. 14552 and No. 17967, as amended and the project estimate of quantities, it has been
determined that the City's participation shall not exceed $6,400,000.00.
ittp://apps.cfwnet.org/council_packet/mc_review.asp?ID=15343&councildate=6/14/2011 09/01/2011
M&C Review Page 2 of
The City had $7.6 million for these design and construction of these two roadway projects. After paying for
the design contract, right-of-way acquisition, and utility relocations, the City funds available for construction
are $6,400,000. The summary of costs for the Developer and the City associated with this Infrastructure
Construction Agreement are summarized below:
Developer
Item Cost City Cost Total Cost
A. Construction $
$ 938,384.87 6,055,551.13 $ 6 ,993,936.00
Inspection/Testing $ 53,480.13 $ 344,448.87 $ 397,929.00
TOTAL $ 991,865.00 6,400,000.00 $ 7,391,865.00
Construction plans have been prepared by Teague Nall and Perkins, Inc., and are being reviewed by the
City of Fort Worth, Department of Transportation and Public Works. The developer will obtain construction
bids for the proposed work and the work will be authorized to begin with the approval of this CFA.
This project is located in COUNCIL DISTRICT 2, Mapsco 22K and P.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies upon approval of the above recommendations, funds
will be available in the current capital budget, as appropriated, of the Street Improvements Fund and the
Critical Capital Projects Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
C204 541200 202230145583 $3.449.000.00
C295 541200 202230079183 $2,951.000.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Greg Simmons (7862)
Additional Information Contact: Jim Walker (8009)
ATTACHMENTS
06N BEACH STREET CONSTRUCTION (2).pd
ittp:Happs.cfwnet.org/council_packet/mc_review.asp?ID=15343&councildate=6/14/2011 09/01/2011