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CITY 0� FORTV� � "�','
CITYS�GRE1r ;
CITY SECRETARIP �( ��/1 �
CONTRACT N0, / ' ` �
COMPLETION AGREEMENT — LENDER FUNDED
This Completion Agreement ("Agreement) is made and entered into by and among the
City of Fort Worth ("City"), and L�ckland Innisbraok, Inc.; a Texas Co�poration("Developer"),
and SOUTHWEST BANK ("Lender"), effective as of the date subscribed by the City's City
Manager or Assistant City Manager. The City, the Developer and the Lender are hereinafter
collectively called the "Parties".
WITNESSETH:
WHEREAS, the Developer owns that certain tract of real property that contains
approximately 26 acres that is located in the City, the legal description of which tract of real
property is marked E�iibit "A" — Legal Description, attached hereto and incoiporated herein for
all purposes ("Property"); and
WHEREAS, the Developer intends to develop the Property as an addition to the City
tluough plat FP 014-029 or FS ; and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development of Innisbrook Place Fhase 2("CFA"); and
WHEREAS, the City has required certain assurances of the availability of funds to
complete the water and sewer utilities, streets/paving, storm drain, street lights and street signs
for the development of the Property ("Improvements"), and
WHEREAS, in order to provide such assurances as have been required by the City, the
Lender has agreed to advance certain funds to the City for Hard Costs (which term is hereinafter
defined) subject to, and in accordance with, the teims, provisions and conditions of this
Agreement; and
WHEREAS, the Developer has granted to the Lender as additional security for the Loan
(which term is hereinafter defined) a secur•ity interest in all plans and specifications for the
development of the Property (collectively, the "Plans"); and
WHEREAS, the Parties desire to set foi�th the terms and conditions of such
accommodations as are described above.
NOW THEREFORE, far and in consideration of the beneiits to be derived from the
mutual observance by the Parties of the terms and conditions hereof, and for and in consideration
City of Foit Worth, Texas
Standard Completion Agreeinent — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 1 of 16
OFFICIAL REC4RD
CITY SECRETAR1r
FT. WORiH, TX
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 incoiparated into this Agreement for all purposes.
2. The Completion Amount. The City and the Developer agree that the Hard Costs
required to complete the Improvements in the aggregate should not exceed the sum of Two
. _ .
__ _
Million Two Hundred Fourteen Thousand Five Hundred Fifty-tliree and Seventy Fi�e Hudreths
Dollars ($22'14553.75), hereinafter called the "Completion Amount". Notwithstanding the
foregoing, it is acknowledged that the actual costs of completion of the Improvements 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.
3. Adiustments to the Com�letion Amount. The Lender may from time to time
make advances to the Developer for the development of the Property under the development loan
that has been made by the Lender to the Developer for the purpose of financing the costs of
constructing the Improvements for the Property (the "Loan") subject to, and in accordance with,
the terms, conditions and provisions of the Loan Documents (which term is hereinafter defined)
evidencing and securing the Loan. Some of those advances shall be for Hard Costs as specified
in the "Approved Budget" relating to the Loan, a copy of which Approved Budget is marked
Exhibit "B", attached hereto and incorporated herein for all purposes, with the Hard Costs line
items highlighted. The term "Hard Costs" shall mean the actual costs of construction and
installation of the Improvements. To the extent that advances under the Loan are for the payment
of Hard Costs, the Completion Amount shall be deemed reduced, dollar for dollar. The Lender
may withhold statutory retainage from any advances under the Loan or pursuant to this
Agreement. All such retainage withheld, to the extent it is attributable to Hard Costs, shall also
reduce the Completion Amount dollar for dollar. All retainage withheld by the Lender for Hard
Costs that are advanced to the City pursuant to this Agreement shall be released to the City as
provided in the Texas Property Code upon expiration of the statutory retainage period.
4. Com�letion by the Developer. The Developer agrees to complete the
Improvements on or before the date for completion that is established in the Loan Documents
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 2 of 16
plus thii�ty (30) days (the "Completion Date"), in accordance with the CFA, the Plans approved
by the Lender and the City and all documents evidencing or securing the Loan (collectively, the
"Loan Documents"). For the purposes of this Agreement, the development of the Property shall
be deemed complete upon acceptance by the City of the Improvements. The City shall promptly
notify the Lender and the Developer upon such acceptance.
5. Completion by the CitX. In the event that either: (A) the development of the
Property is not completed by the Completion Date for any reason whatsoever, or (B) the
Developer is in default under the Loan, then the Lender, at its sole option, may request the City
to complete development. The City may, at its sole option and at the cost and expense of the
Developer, within 10 days from receipt of Lender's request, notify Lender that it will undertake
to complete the Improvements and the City shall then commence, pursue, and complete the
Improvements in a reasonably timely, diligent and workmanlilce manner in accordance with the
Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City
may use the Plans as necessary to complete the Improvements.
If the City does not timely elect to complete the construction of the Improvements or if
the Lender does not request the City to complete construction of the Improvements, then the
Lender may at its election terminate this Agreement, or at its option, proceed to complete the
Improvements, or foreclose on any of its collateral, or take any and all such action as may be
provided under the Loan Documents.
6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral
to the Citv. In the event the Lender has requested the City and the City has elected to complete
the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs
specified in the Approved Budget within 10 days of the date that the City elected to complete and
provided Lender with written notice of such election.
The Developer hereby authorizes and instructs the Lender to make the transfer of any
remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days
of notification that the City elects to complete the Improvements.
In the event the cost to complete the Improvements exceeds the moneys transferred to the
City, City shall notify Lender and Developer in writing of the need of additional funds. The
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 3 of 16
additional funds required to complete the Improvements shall be delivered to the City within 10
business days following notification to Lender and Developer. Failure to deliver the additional
funds shall relieve the City of the obligation to complete the Improvements, in which event City
shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them.
Any remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time.
7. Completion by the Lender. The Lender may, at its discretion, but shall not be
obligated to, undertake to complete the Improvements if there is any default under any Loan
Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to
complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the
Completion Amount.
8. Easements. In the event the City or the Lender undertakes the completion of the
Improvements, the Developer (and to the extent necessary the Lender) grants to the City and the
Lender open access to the Propei�ty and shall execute and deliver such temporary easements over
and across the entirety of the Property for the purpose of access and use for the completion of the
construction of the Improvements in accordance with this Agreement. To the extent requested by
the City and the Lender, written temporary construction easements in form acceptable to the City
and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph
shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents.
9. Lender's Rights. Nothing in this Agreement shall affect any portion of the
Lender's collateral for the Loan or limit or impair the Lender's right to foreclose the same or deal
with the collateral as it elects in accordance with the Loan Documents.
10. 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
Developer's performance bond or other financial security in connection with the development of
the Property and the completion of the Improvements 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.
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 4 of 16
11. Termination. This Agreement shall terminate upon the earlier to occur of the
following: (a) acceptance by the City of the Improvements; (b) mutual written agreement of
all of the Parties; or (c) the reduction of the Completion Amount to zero. However, release of the
plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this
paragraph 11 shall not require the City to release the plat.
12. Final Plat. The Parties acknowledge and agree that the City shall hold the final
plat of the Property until the Improvements 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 aff'idavits, the City shall within a
reasonable time iile the final plat for the Prope�•ty in the Plat Records of the county where the
Property is located. The purpose of the City retaining the final plat of the Property as provided
herein is to guarantee the Developer's obligations under the CFA are completed.
I3. Construction Contracts. Developer agrees to include in each Construction
contract that it enters into for the completion of the Improvements the following:
a. A statement that the City is not holding any security to guarantee any payment for work
performed on the Improvements;
b. A statement that the Property is private property and that same 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 of the Improvements; and
d. A requirement that each contractor contracting with the Developer include in each
subcontract the statements contained in a., b., and c. above.
14. Miscellaneous.
A. Non-Assi�nment of Agreement. This Agreement may not be assigned by any of the
Parties without the prior written consent of all the other Parties.
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, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 5 of 16
and/or
City of Fort Worth
Planning and Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: CFA Division
Julie Westerman, Development Manager
Email: Julie.Westerman@fortworthtexas.gov
Confirmation Number: 817-392-2677
Attention: CFA Division
Email: cfa@fortworthtexas.gov
Confirmation Number: 817-392-2025
With a copy thereof addressed and delivered as follows:
Douglas W. Black
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Confirmation Number: 817-392-7615
(ii) Notice to the Developer shall be addressed and delivered as follows:
Lackland Innisbrook, Inc.
3045 Lacklanci Rd:
Fort Woarth, 'T.X 76116
_ __ . _ _ __
Email: dallen@lacklandhaldings.com
(iii) Notice to the Lender shall be addressed and delivered as follows:
SOUTHWEST BANK, ALEC BARRY
4$09 CAMP BOWIE BLVD.
FORT WORTH, TEXAS 75107
Email: alec.barry@sauthwestbarik.ca�n
A party may change its address for notice upon prior written notice to the other parties pursuant
to the terms hereof.
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07AL2015
Page 6 of 16
C. Texas Law to Applv. 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.
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; provided, however, that this Agreement shall not supersede, amend or
modify any of the Loan Documents or any portion thereof.
G. Amendment. This Agreement may only be amended by a written instrument executed by
all of the Parties to his 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.
(REMAINDER OF PAGE 1NTENTIONALLY LEFT BLANK)
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 7 of 16
ACCORDINGLY, the City of Fort Worth, Developer and Lender have each caused this
instrument to be executed in quadruplicate in each entity's respective name by its duly
authorized signatories effective as of the date executed by the City's City Manager or his/her
designee.:
CITY OF FORT WORTH:
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Assistant City Manager
Date: � r� l 7
App��oved as to FoT°i�� anc� Legczlity:
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De� . c �C�e�r� � • �l �G�c�se��
Assistant City Attorney � �, �,-�
ATTEST:
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,
Mary J. ser '
City Secretary
M&C: 1� IA
Date:
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City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 8 of 16
DEVELOPER:
��
ame: Don Allen
Title: Secretary
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Date: � 2 � �' 1 �
LENDER:
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Name: ALEC BARRY
Title: PRESIDENT
F�FFICIA�, �tECORD
��� g�'�RETARY
f�'i'. YV�1tTH, TX
TIM H. FLEET, the Guarantor of the Development Loan, is executing this Completion
Agreement for the sole puipose of acknowledging that advances that are made by the Lender
pursuant to this Completion Agreement shall be deemed to be advances that are made undez� the
Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement
that was executed by TIM H. FLEET.
GUARANTOR
By: �
Name: T H FLEET
Title:
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 9 of 16
List of Exhibits to the Completion Agreement
Attachment 1— Changes to the Standard Completion Agreement
ExhibitJ� - Legal Description
Exhibit � - Approved Budget
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 10 of 16
ATTACHMENT "1"
Changes to Standard Completion Agreement
None
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 11 of 16
EXHIBIT A
BEING a tract of land situated in the A Roberts Survey, Abstract Number 1262 and the E. Shultz
Survey, Abstract Number 1439, City of Foi�t Worth, Tarrant County, Texas and being a portion of
a tract of land described by deed to Innisbrook Holdings, Inc. as recorded in Document Number
D213283314 of the Deed Records of Tai�rant County, Texas (DRTCT) and being more
particularly described by metes and bounds as follows: (Bearings referenced to U.S. State Plane
Grid 1983 - Texas Noi�th Central Zone (4202) NAD83 as established using GPS Technology in
conjunction with the RTK Cooperative Network, all distances are at ground)
BEGINNING at a found U2 inch capped iron rod marked "Miller 5665" (CIRF) for the
northwest corner of Lot 13, Block 2, Innisbrook Place, an addition to the City of Fort Worth,
Tar�ant County, Texas, as shown on plat recorded in Document Number D204061126 of the Plat
Records of Tarrant County, Texas (PRTCT), same being in the east line of a tract of land
described by deed to Enervest Energy Institutional Co-Investment XII-2A, LP as recorded in
Document Number D212017692 of the Deed Records of Tarrant County, Texas (DRTCT);
THENCE North 00°08'10" East, with the said east line, a distance of 114.61 feet to a CIRF for a
re-entrant corner of said Enervest Energy Institutional tract;
THENCE South 89°58'31" East, with the south lines of the said Enervest Energy Institutional
tract, and Lot 1, Block l, Boswell High School Addition, an addition to the city of Fort Worth,
Tarrant County, Texas, as recorded in Cabinet A, Slide 8557, PRTCT, at 302.92 feet passing a
found 1/2 inch iron rod for the southeast corner of the said Enervest Energy Institutional tract,
same being the southwest corner of said Lot l, in all 1582.34 feet to a set 5/8 inch iron rod with
yellow cap marked "BHB INC" (IRS);
THENCE over and across the aforementioned Innisbrook Holdings tract the following courses
and distances:
South 00°28'S2" East, a distance of 701.33 feet to an IRS;
South OS°39'18" West, a distance of 68.85 feet to an IRS;
South 23°14'OS" West, a distance of 71.07 feet to an IRS;
South 31°47'19" West, a distance of 55.00 feet to an IRS;
South 58°12'41" East, a distance of 124.66 feet to an IRS;
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 12 of 16
North 76°47' 19" East, a distance of 14.14 feet to an IRS;
North 31°47'19" East, a distance of 15.50 feet to an IRS;
South 58°12'41" East, a distance of 50.00 feet to an IRS;
South 31°47'19" West, a distance of 15.50 feet to an IRS;
South 13°12'41" East, a distance of 14.14 feet to an IRS;
South 58°12'41" East, a distance of 272.73 feet to an IRS;
North 76°47'19" East, a distance of 14.14 feet to an IRS;
Along a curve to the left having a central angle of 03°47'S7" a radius of 225.02 feet, an arc
length of 14.92 feet and a chord which bears North 30°33'40" East, a distance of 14.92 feet to an
IRS;
South 61°15'S6" East, a distance of 50.00 feet to an IRS;
Along a curve to the right having a central angle of 03°03'16" a radius of 275.00 feet, an arc
length of 14.66 feet and a chord which bears South 30°15'42" West, a distance of 14.66 feet to an
IRS;
South 31 °47' 19" West, a distance of 26.20 feet to an IRS;
South 58°12'41" East, a distance of 110.00 feet to an IRS;
South3l °47' 19" West, a distance of 117.93 feet to an IRS in the south line of a tract of land
described by deed to Hollis R. Sullivan, Inc. as an Amendment to Right-of-Way Agreement as
recorded in Document No. D204369022;
With the said south line and along a curve to the right having a central angle of 15°06'33" a
radius of 440.00 feet, an arc length of 116.03 feet and a chord which bears North 76°15'38"
West, a distance of 115.69 feet to an IRS;
South 31 °47' 19" West departing the said south line, a distance of 20.51 feet to an IRS;
South 58°12'41" East, a distance of 32.82 feet to an IRS;
South 31 °46'46" West, a distance of 94.86 feet to an IRS;
North 58°12'41" West, a distance of 32.83 feet to an IRS;
South 31 °47' 19" West, a distance of 14.07 feet to an IRS;
Along a curve to the left having a central angle of 31°48'S5" a radius of 145.00 feet, an arc
length of 80.52 feet and a chord which bears South 15°52'S2" West, a distance of 79.49 feet to an
IRS;
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 0'7.01.2015
Page 13 of 16
South 00°Ol'36" East, a distance of 438.54 feet to an IRS;
South 45°04'S0" East, a distance of 14.13 feet to an IRS in the south line of the aforementioned
Innisbrook Holdings tract, same being in the north right-of-way line of W.J. Boaz Road (a
vaxiable width Right-of-Way);
South 89°51'S6" West with the said north right-of-way line, a distance of 80.00 feet to an IRS;
North 44°55'10" East departing the said north right-of-way line, a distance of 14.16 feet to an
IRS;
North 00°O1'36" West, a distance of 419.68 feet to an IRS;
Along a curve to the right having a central angle of 31 °48'S5" a radius of 205.00 feet, an arc
length of 113.83 feet and a chord which bears North 15°52'S2" East, a distance of 112.38 feet to
an IRS;
Noi�th 31 °47' 19" East, a distance of 3 0.19 feet to an IRS;
North 58°12'41" West, a distance of 32.83 feet to an IRS;
Not�th 31 °47'S2" East, a distance of 94.86 feet to an IRS;
South 58°12'41" East, a distance of 32.82 feet to an IRS;
North 31 °47' 19" East, a distance of 14.18 feet to an IRS in the south line of the aforementioned
Hollis tract;
With the said south line and along a curve to the right having a central angle of 03°54'48" a
radius of 440.00 feet, an arc length of 30.05 feet and a chord which bears North 60°10'S9" West,
a distance of 30.05 feet to an IRS;
North 58°13'35" West continuing with the said south line, at a distance of 670.93 feet passing a
CIRF for the northeast corner of Lot 25, Block 6 of the aforementioned Innisbrook Place,
continuing with the north line of the said Lot 25 a total distance of 952.79 feet to a CIRF;
THENCE with the north line of the said Innisbrook Place the following courses and distances:
North 00°00'34" East, a distance of 214.60 feet to a CIRF;
North 89°59'26" West, a distance of 299.05 feet to a CIRF;
Along a curve to the right having a central angle of 23°25'14", a radius of 275.00 feet, an arc
length of 112.41 feet and a chord which bears South 20°03'48" West, a distance of 111.63 feet to
a point from which a found 1/2 inch iron rod bears South 88°06'24" West, a distance of 0.21 feet;
South 31 °46'25" West, a distance of 40.73 feet to a CIRF;
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 14 of 16
North 58°13'35" West, a distance of 50.00 feet to a CIRF;
North 31 °46'25" East, a distance of 40.73 feet to a CIRF;
Along a curve to the left having a central angle of 06°11'37", a radius of 225.00 feet, an arc
length of 24.32 feet and a chord which bears North 28°40'37" East, a distance of 24.31 feet to a
set 5/8 inch iron rod marked `BHB INC" (IRS);
North 58°13'35" West, a distance of 284.93 feet to an IRS;
Along a curve to the right having a central angle of 10°12'15", a radius of 500.00 feet, an arc
length of 89.05 feet and a chord which bears North 53°07'29" West, a distance of 88.93 feet to an
IRS;
Not�th 48°O1'22" West, a distance of 432.56 feet to the POINT OF BEGINNING and containing
1,131,183 Square Feet or 25.968 acres of land more or less.
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 15 of 16
EXHIBIT B
APPROVED BUDGET
Section I
Water
Sewer
Subtotal
Section II
Interior Streets
Storm Drains
Subtotal
Section III
Street Lights
Sub-total
TOTAL
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 16 of 16
$241231.4Q
$404205.00
$767164.10
$705877.00
$96076,25.
$b4S436:40
$1473041;14
$96076.25'
$2214553.'i5