HomeMy WebLinkAboutContract 52008 Received Date: 03/11/19
Received Time: 9:12 AM
Developer and Project Information Cover Sheet:
Developer Company Name: Cassco Development Company,Inc.
Address, State,Zip Code: 4200 South Hulen, Ste. 614,Fort Worth,TX 76109
Phone&Email: 817-731-7396,PaxtonOcassco.com
Authorized Signatory,Title: Paxton Motheral ,Vice President
i
Project Name: �Ozona Boulevard
Brief Description: Water,Paving, Storm Drain ��
Project Location: I NWC of Edwards Ranch Rd. and Clearfork Main St.
Plat Case Number: FP-18-069 Plat Name: Edwards Ranch Clearfork Addition
Mapsco: 75X Council District: 13
CFA Number: 2018-091 City Project Number: 101596
City of Fort Worth,Texas OFFICIAL RECORD
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017 CITY SECRETARY
Page 1 of 11 FT. WORTH,TX
STANDARD COMMUNITY FACILITIES AGREEMENT
THE STATE OF TEXAS § City Secretary
COUNTY OF TARRANT § Contract No. 52008
WHEREAS,Cassco Development Company,Inc. ,("Developer"),desires to make certain
specific improvements as described below and on the exhibits attached hereto ("Improvements")
related to a project generally described as Ozona Boulevard ("Project") within the City or the
extraterritorial jurisdiction of Fort Worth, Texas ("City"); and
WHEREAS, the City has no obligation to participate hi the cost of the Improvements or
Project; and
WHEREAS,any future City participation in this CFA is subject to the availability of City
funds and approval by the Fort Worth City Council and shall be memorialized as an amendment
to this Agreement; and
WHEREAS, the Developer and the City desire to enter into this Community Facilities
Agreement ("CFA" or "Agreement") in connection with the; collective Improvements for the
Project.
NOW,THEREFORE,for and in consideration of the covenants and conditions contained
herein,the City and the Developer do hereby agree as follows:
General Requirements
A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001,
approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated
into this Agreement as if copied herein verbatim. Developer agrees to comply with all
provisions of said Policy in the performance of its duties and obligations hereunder and to
cause all contractors hired by Developer to comply with the Policy in connection with the
work performed by said contractors.
B. Developer shall provide financial security in conformance with paragraph 6, Section II, of
the Policy and recognizes that there shall be no reduction in the collateral until the Project
has been completed and the City has officially accepted the Improvements. Developer
further acknowledges that said acceptance process requires the Developer's contractor(s)
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017 OFFiCIA
Page 2 of 11 CITY SEk
FT. WORTH, TX
to submit a signed affidavit of bills paid and consent of Surety signed by its surety to
ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally,
the contractor will provide in writing that the contractor has been paid in full by Developer
for all the services provided under this contract.
C. Developer agrees to cause the construction of the Improvements contemplated by this
Agreement and that said construction shall be completed in a good and workmanlike manner
and in accordance with all City standards and the City-approved construction plans,
specifications and cost estimates provided for the Project and the exhibits attached hereto.
D. The following checked exhibits describe the Improvements and are incorporated herein:
Water(A) ®, Sewer(A-1) ❑, Paving (B) ®, Storm Drain(B-1) ®, Street Lights & Signs
(C) ❑.
E. The Developer shall award all contracts for the construction of the Improvements in
accordance with Section II,paragraph 7 of the Policy and the contracts shall be administered
in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its
contractor(s) pays the then-current City-established wage rates.
F. For all Improvements included in this Agreement for which the Developer awards
construction contract(s), Developer agrees to the following:
i. To employ a construction contractor who is approved by the director of the
department having jurisdiction over the infrastructure to be constructed, said
contractor to meet City's requirements for being prequalified, insured, licensed and
bonded to do work in public ways and/or prequalified to perform water/wastewater
construction as the case may be.
ii. To require its contractor to furnish to the City a payment and performance bond in
the names of the City and the Developer for one hundred percent (100°/x) of the
contract price of the infrastructure, and a maintenance bond in the name of the City
for one hundred percent (100%) of the contract price of the infrastructure for a
period of two (2) years from the date of final acceptance insuring the maintenance
and repair of the constructed infrastructure during the term of the maintenance
bond. All bonds to be furnished before work is commenced and to meet the
requirements of Chapter 2253, Texas Government Code.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017
Page 3 of 11
iii. To require the contractor(s)it hires to perform the construction work contemplated
herein to provide insurance equal to or in excess of the amounts required by the
City's standard specifications and contract documents for developer-awarded
infrastructure construction contracts. The City shall be named as additional insured
on all insurance required by said documents and same will be evidenced on the
Certificate of Insurance (ACORD or other state-approved form) supplied by the
contractor's insurance provider and bound in the construction contract book.
iv. To require its contractor to give 48 hours advance notice of intent to commence
construction to the City's Construction Services Division so that City inspection
personnel will be available;to require the contractor to allow the construction to be
subject to inspection at any and all times by City inspection forces,to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a responsible City
inspector is present and gives his consent to proceed, and to make such laboratory
tests of materials being used as may be required by the City.
V. To require its contractor to have fully executed contract documents submitted to
the City in order to schedule a Pre-Construction Meeting. The submittal should
occur no less than 10 working days prior to the desired date of the meeting. No
construction will commence without a City-issued Notice to Proceed to the
Developer's contractor.
vi. To delay connections of buildings to service lines of sewer and water mains
constructed under this Agreement, if any, until said sewer and water mains and
service lines have been completed to the satisfaction of the Water Department.
G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering
drawings and documents necessary to construct the improvements under this Agreement.
H. Developer shall cause the installation or adjustment of the required utilities to serve the
development or to construct the Improvements required herein.
I. City shall not be responsible for payment of any costs that may be incurred by Developer in
the relocation of any utilities that are or may be in conflict Nv ith any of the community facilities
to be installed hereunder.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017
Page 4 of 11
J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless
for any inadequacies in the preliminary plans,specifications and cost estimates supplied
by the Developer for this Agreement.
K. Developer agrees to provide, at its expense, all necessary rights of way and easements across
property owned by Developer and required for the construction of the current and future
improvements provided for by this Agreement.
L. The Developer further covenants and agrees to, and by these presents does hereby,
fully indemnify, hold harmless and defend the City, its officers, agents and employees
from all suits, actions or claims of any character,whether real or asserted,brought for
or on account of any injuries or damages sustained by any persons (including death)
or to any property, resulting from or in connection with the construction, design,
performance or completion of any work to be performed by said Developer, its
contractors, subcontractors, officers, agents or employees, or in consequence of any
failure to properly safeguard the work, or on account of any act, intentional or
otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors,
officers, agents or employees, whether or not such injuries, death or damages are
caused, in whole or in part, by the alleged neQliQence of the City of Fort Worth, its
officers, servants, or employees.
M. Developer will further require its contractors to indemnify, defend and hold harmless
the City, its officers, agents and employees from and against any and all claims, suits or
causes of action of any nature whatsoever, whether real or asserted, brought for or on
account of any injuries or damages to persons or property, including death, resulting
from,or in any way connected with,the construction of the infrastructure contemplated
herein, whether or not such injuries, death or damages are caused, in whole or in part,
by the alleged neplijZenee of the City of Fort Worth, its officers, servants, or employees.
Further,Developer will require its contractors to indemnify, and hold harmless the City
for any losses, damages, costs or expenses suffered by the City or caused as a result of
said contractor's failure to complete the work and construct the improvements in a good
and workmanlike manner, free from defects, in conformance with the Policy, and in
accordance with all plans and specifications.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date: 02.20.2017
Page 5 of 11
N. Upon completion of all work associated with the construction of the Improvements,
Developer will assign to the City a non-exclusive right to, enforce the contracts entered into
by the Developer with its contractor along with an assignment of all warranties given by the
contractor, whether express or implied. Further,Developer agrees that all contracts with any
contractor shall include provisions granting to the City the right to enforce such contracts as
an express intended third party beneficiary of such contracts.
O. Inspection and material testing fees are required as follows:
i. Developer shall pay in cash water and wastewater inspection fees and material
testing fees equal to two percent(2%) for a total of 4% of the developer's share of
the total construction cost as stated in the construction contract.
ii. Developer shall pay in cash paving and storm drain inspection fees equal to four
percent (4%) and material testing fees equal to two percent(2%) for a total of 6%
of the developer's share of the total construction cost as stated in the construction
contract.
iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing
the streetlights, inspection fees equal to four percent (4%) of the developer's share
of the streetlight construction cost as stated in the construction contract.
iv. Developer shall pay in cash the total cost of street signs.
P. COMPLETION WITHIN 2 YEARS
i. Developer shall complete the Improvements within two (2) years, provided,
however, if construction of the Improvements has started within the two year
period,the developer may request that the CFA be extended for one additional year.
ii. Nothing contained herein is intended to limit the Developer's obligations
under the Policy, this Agreement, its financial guarantee, its agreement with
its contractor or other related agreements.
iii. The City may utilize the Developer's financial guarantee submitted for this
Agreement to cause the completion of the construction of the Improvements if at
the end of two(2)years from the date of this Agreement(and any extension period)
the Improvements have not been completed and accepted.
iv. The City may utilize the Developer's financial guarantee to cause the completion
of the construction of the Improvements or to cause the payment of costs for
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017
Page 6 of 11
construction of same before the expiration of two (2) years if the Developer
breaches this Agreement, becomes insolvent or fails to pay costs of construction
and the financial guarantee is not a Completion Agreement. If the financial
guarantee is a Completion Agreement and the Developer's contractors and/or
suppliers are not paid for the costs of supplies and/or construction, the contractors
and/or suppliers may put a lien upon the property which is the subject of the
Completion Agreement.
Q. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code,the City is prohibited from entering into a contract with a company 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" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this contract, 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 the contract.
IMMIGRATION AND NATIONALITY ACT
R. Developer shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification
Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Developer shall adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any Developer
employee who is not legally eligible to perform such services. DEVELOPER SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Developer, shall have the right to immediately
terminate this Agreement for violations of this provision by Developer.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017
Page 7 of 11
Cost Summary Sheet
Project Name: Ozona Boulevard
CFA No.: 2018-091 City Project No.: 101596
An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price
will ultimately determine the amount of CFA fees and financial guarantee. The bid price and
any additional CFA payments will be required prior to scheduling a pre-construction meeting.
An itemized estimate corresponding to each project-specific exhibit is required to support the
following information.
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction $ 63,90/.00
2.Sewer Construction
Water and Sewer Construction Total $ 63,907.00
B. TPW Construction
1.Street $ . 213,940.00
2.Storm Drain $ 12,480.00
3.Street Lights Installed by Developer $ -
4. Signals $ -
TPW Construction Cost Total $ 226,420.00
Total Construction Cost(excluding the fees): $ 290,327.00
Construction Fees:
C. Water/Sewer Inspection Fee(2%) $ 1,278.14
D. Water/Sewer Material Testing Fee(2%) $ 1,278.14
Sub-Total for Water Construction Fees $ 2,556.28
E. TPW Inspection Fee(4%) $ 9,056.80
F. TPW Material Testing(2%) $ 4,528.40
G. Street Light Inspsection Cost $ -
H. Signals Inspection Cost $
H. Street Signs Installation Cost $
Sub-Total for TPW Construction Fees $ 13,585.20
Total Construction Fees: $ 16,14.1.48
Choice
Financial Guarantee Options,choose one Amount Mark one
Bond=100% S 290,32 7.00
Completion Agreement=100%/Holds Plat $ 290,327.00
Escrow Pledge Agreement $ 382,965.00 x
Letter of Credit=125%w/2yr expiration period $ 362,908.75
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017
Page 8 of 11
ACCORDINGLY,the City of Fort Worth and Developer 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 DEVELOPER
Cassco Development Company,Inc.
tL—
Jesus J.Chapa(Mar 6,2019)
Jesus J. Chapa
Assistant City Manager P"Uxdvr,Mr*f,2 Al,
Date: Paxton Motheral(Feb 14,2019)
Name: Paxton Motheral
Recommended by: Title: Vice President
Date: Feb 14,2019
Evelyn Robe s(Mar 6,2019)
Evelyn Roberts/Jennifer Ezernack
Project Assistant
Planning and Development Contract Compliance Manager:
By signing, I acknowledge that I am the
person responsible for the monitoring and
Approved as to Form &Legality: administration of this contract, including
ensuring all performance and reporting
&L 41414 /IGC-okel? requirements.
Richard A.McCracken(Mar 6,2019)
Richard A. McCracken
e Scarlett Morales(Marti,2019)
Assistant City NSA rney
M&C No. Name: Janie Morales
Date: Title: Development Manager
Form 1295: N/A ��ORT
ATTEST: t
U
Ma�YSQr Ar :
MaryJ.Kayser(Mar 7,2019)
Mary J. Kayser/Ronald Gonzales eXA5
City Secretary/Assistant City Secretary
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard OFFICIAL RECORD
CFA Official Release Date: 02.20.2017 CITY SECRETARY
Page 9 of 11
FT. (NORTH,TX
Check items associated with the project being undertaken; checked items must be
included as Attachments to this Agreement
Included Attachment
® Attachment 1 -Changes to Standard Community Facilities Agreement
® Location Map
® Exhibit A:Water Improvements
Exhibit A-1: Sewer Improvements
® Water and Sewer Cost Estimates
® Exhibit B: Paving Improvements
® Paving Cost Estimate
® Exhibit B-1: Storm Drain Improvements
® Storm Drain Cost Estimate
Exhibit C: Street Lights and Signs Improvements
❑ Street Lights and Signs Cost Estimate
(Remainder of Page Intentionally Left Blank)
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017
Page 10 of 11
ATTACHMENT"1"
Changes to Standard Agreement
Community Facilities Agreement
City Project No. 10 1596
None.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Ozona Boulevard
CFA Official Release Date:02.20.2017
Page 11 of 11
00 42 43-SpecBook Propose!Form
DAP-BID PROPOSAL
Page 1 of 2
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidiist Item Specification Unit of Bid
No. DescO�°n Section No. Measure Quantity Unit Price Bid Value
UNIT 1:WATER IMPROVEMENTS
1 3311.02418"Water Pipe33 11 12 LF 562 $72.00 $40,464.00
2 3312.0117 Connection to Existing 4"-12"Water Main 33 12 25 EA 2 $1,0__00.00 $2,000.00
3 3305.0109 Trench Safety 33 05 10 LF 562 $4.00 $2,248.00
4 3311.0001 Ductile Iron Water Fittings w/Restraint 33 1111 TON 0.63 $6,500.00 $4,095.00
5 3312.3003 8"Gate Valve 33 12 20 EA 6 $1,350.00 $8,100.00
6 3312.3105 12"Cutin Gate Valve 33 12 20 EA 1 $5,500.00 $5,500.00
7 3305.0111 Valve Box Adjustment 1330514 1 EA I 1 1 $1.500.00 $1.500.00
TOTAL UNIT I:WATER IMP OVEMENT $63,907.00
UNIT I:PAVING IMPROVEMEN S
8 3125.0101 SWPPP t 1 acre 1312500 LS 1 $4,500.00 $4,500.00
9 0241.1000 Remove Conc Pvmt 0241-15 SY 455 $20.00 $9,100.00
10 0241.0100 Remove Sidewalk 02 41 13 SF 730 $4.00 $2,920.00
11 0241.0300 Remove ADA Ramp 0241 13 EA 1 $500.00 $500.00
12 3110.0102 W-12"Tree Removal 31 1000 EA 1 $1,200.00 $1,200.00
13 9999.0001 Remove Light Pole(Private) 34 41 20 EA 1 $2,000.00 $2,000.00
14 9999.0002 Cut 312316 CY 1526 $8.00 $12,208.00
15 9999.0003 Fill31 23 16 CY 131 $5.00 $655.00
16 9999.0004 7.5"Conc Pvmt_ 321313 SY 2237 $56.00 $125,272.00
17 3211.0502 8"Lime Treatment 32 11 29 SY 2395 $5.00 $11,975.00
18 3211.04 Hydrated Lime 32 11 29 TN 30 $185.00 $5,550.00
19 3216.0101 6"Conc Curb and Gtdter 32 1613 LF 49 $40.00 $1,960.00
20 3213.0503 Barrier Free Ramp,Type M-1 32 13'20 EA 2 $1,500.00 $3,000.00
21 3213.0506 Barrier Free Ramp,Type P-1 32 13 20 EA 2 $1,500.00 $3,000.00
22 321 3.03014"Conc Sidewalk 32 13 20 SF 302 $5.00 $1,510.00
23 2605.36314-CONDI PVC SCH 40(T) 26 05 33 LF 424 $20.00 $8,480.00
24 9999.0005 6"CONDT PVC SCH 40(T) 26 05 33 LF 424 $30.00 $12,720.00
25 3217.1)001 4"SLD Pvmt Marking HAS(V11) 32 17 23 LF 240 $6.00 $1,440.00
26 3217.1002 Lane Legend Arrow 32 17 23 EA 1 $950.00 $950.00
27 3217.1004 Lane Legend Only 32 17 23 EA 1 $950.00 $950.00
28 3217.0503 24"SLD Pvmt Marking Paint(W) 32 17 23 LF 25 $30.00 $750.00
29 3441.4006 Install Alum Sign Ground Mount 34 41 30 EA 3 $750.00 $2,250.00
30 9999.0006 Street Signs(Name Blades) 00 00 00 EA 3 $350.00 $1.050.00
TOTAL UNIT 1:PAVING IMPROVEMENTN $213,940.00
UNIT III:STORM DRAIN IMPROVEMENTS
31 3341.020121-RCP,Class 111 3341 10 LF 85 $80.00 $6,800.00
34
32 39.5001 49 10'Curb Inlet 33 20 -' - EA 1 $5,000.00 $5,000.00
33 3305.0109 Trench Safety 33 0510 LF 85 $8.00 $680.00
TOTAL UNIT III:STORM DRAIN IMP OVE T $12,480.00
Bid Summary
UNIT I:WATER IMPROVEMENTS $63_,907.00
UNIT IV:PAVING IMPROVEMENTS $213,940.00
UNIT V:STORM DRAIN IMPROVEMENTS $12,480.00
Total Construction Bid $290,327.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version April 2.2014 Master OTO Template.rds
00 42 4J SpecBook Proposal Form
DAP-BID PROPOSAL
Page 2 of 2
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
UNIT PRICE BID Bidder's Application
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 60 calendar days after the date when the
CONTRACT commences to run as provided in the General Conditions.
END OF SECTION
CL V
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
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Developer and Project Information Cover Sheet:
Developer Company Name: Cassco Development Company, Inc.
Address, State,Zip Code: 4200 South Hulen, Ste 614,Fort Worth,Tx 76109
Phone&Email: 817-731-7396; Paxton@cassco.com
Authorized Signatory, Title: Paxton Motheral,Vice President
Project Name and Brief Ozona Boulevard
Description: Water,
Paving, Storm Drain
Project Location: NWC of Edwards Ranch Road and Clearfork Main Street
Plat Case Number: FP-18-069 Plat Name: Edwards Ranch Clearfork Addition
Mapsco: 75X Council District: 3 City Project Number: 101596
CFA Number: 2018-091 DOE Number: N/A
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE
Page 1 of 10
ESCROW AGREEMENT
THIS ESCROW AGREEMENT(the"Agreement") entered into as of this day of
2018, by and among cci �e�Q ?Y � "Developer"), the City of
Fort Worth, a Texas municipal corporation ("Fort Worth") and Rattikin & Rattikin, L.L.P.
("Escrow Agent") is to witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Ozq*-A,0 levard(CFA#2018-091,CPN# 101596 City Secretary No. ,)
in the City of Fort Worth, Tarrant County, Texas (the"CFA"); and
WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance
bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the
"Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with
all requirements,terms, and conditions of the CFA(the"CFA Obligations"); and
WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to
escrow and pledge cash deposits to Fort Worth,to be held by Escrow Agent, as an escrow agent,
in complete satisfaction of the obligation to submit the Financial Security to secure the
performance of the CFA Obligations.
NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and
other good and valuable consideration,the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS.
For the purposes of this Agreement, unless the context otherwise clearly requires, the
following terms shall have the following meanings:
"Security Funds" shall mean the cash deposit of three hundred eighty-two thousand, nine
hundred sixty-five dollars ($ 382,965.00), which sum represents one hundred twenty-five
percent(125%)of the estimated Developer's cost of constructing the CFA Obligations(the
"Estimated Developer's Cost").
"Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance
designed to secure the repayment of indebtedness or the satisfaction of any other obligation
to a third party not a party of this Agreement.
SECTION 2. SECURITY FUNDS.
As financial security for the full and punctual performance of the CFA Obligations,
Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth
a security interest in the Security Funds and all rights and privileges pertaining thereto with the
exception of the interest income to be derived therefrom (which interest income shall remain the
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property of Developer and shall be distributed by Escrow Agent in accordance with Developer's
periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set
forth. The security interest granted and the assignments made hereunder are made as security only
and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect
or modify, any obligation of Developer with respect to the CFA Obligations or any transaction
involving or giving rise therefrom.
SECTION 3. PHYSICAL POSSESSION OF SECURITY:FUNDS.
Concurrently with the execution of this Agreement,Developer shall have delivered to and
deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow
Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent
for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent.
Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds
remaining in its possession to Developer (or take such other action as Developer may request or
direct)immediately after receipt of written notice from Fort Worth that the CFA Obligations have
been fully performed. During such time as Escrow Agent has possession of the Security Funds,
Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written
acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security
Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's
notwithstanding any terms or understandings (written or otherwise) between Developer and
Escrow Agent.
SECTION 4. COVENANTS.
(a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will:
(i) from time to time execute and deliver to Fort Worth all such assignments,
certificates, supplemental writings, and other items and do all other acts or
things as Fort Worth may reasonably request in order to evidence and perfect
the security interest of Fort Worth in the Security Funds;
(ii) furnish Fort Worth with information which Fort Worth may reasonably request
concerning the Security Funds;
(iii) notify Fort Worth of any claim, action, or proceeding affecting title to the
Security Funds or Fort Worth's security interest(s)therein; and
(iv) adjust the Security Funds to an amount equal to the actual contract price,
including revisions thereto, if the original Security Funds were based on an
engineer's estimate of costs.
(b) Negative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will not:
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(i) assign or transfer any rights of Developer in the Security Funds; or
(ii) create any Lien in the Security Funds, or any part thereof,or permit the same to
be or become subject to any Lien except the security interest herein created in
favor of Fort Worth.
SECTION 5. EVENTS OF DEFAULT.
Developer shall be in default under this Agreement only upon the happening of any of the
following events(a"Default"):
(a) default in the timely payment for or performance of the CFA Obligations after written
notice thereof has been given to Developer and Escrow Agent and such default is not
cured within seven (7)days after such notice;
(b) any affirmative or negative covenant is breached by Developer.
SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upon the occurrence of a Default, Fort Worth shall have the right to direct
Escrow Agent to transfer to Fort Worth all of the Security Funds. Escrow Agent is
hereby authorized to transfer the Security Funds immediately upon the receipt of a
written statement purporting to be executed by an authorized representative of Fort
Worth stating that:
(i) a Default by Developer has occurred related to the CFA Obligations;
(ii) written notice of such Default has been given by Fort Worth to Developer and
Escrow Agent and such Default was not cured within seven (7) days after
delivery of such notice; and
(iii) Fort Worth is entitled to have the Security Funds transferred in accordance with
the Agreement.
(b) Notices.Any notice required or permitted to be given to any party hereto shall be given
in writing, shall be personally delivered or mailed by prepaid certified or registered
mail to such party at the address set forth below, and shall be effective when actually
received.
To Developer:
Cassco Development Company,Inc.
Attention: Paxton Motheral
4200 South Hulen, Ste 614
Fort Worth, Texas 76109
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
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To: Escrow Agent:
Rattikin&Rattiki D, L.L.P.
Attention: Jeff Rattikin
4936 Collinwood Ave., Suite 200
Fort Worth, Texas 76 f 07
To: City of Fort Worth
City Of Fort Worth
Attn: City Treasurer
200 Texas Street
Fort Worth, TX 76102
With a copy to:
City of Fort Worth
Attn: CFA Administration
200 Texas Street
Fort Worth, TX 76102
Any party may change its address for notice by giving all other parties hereto notice to such
change in the manner set forth in this Section no later than ten(10) days before the effective date
of such new address.
SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES.
If the Developer fails to perform its obligations under the CFA, Fort Worth's sole and
exclusive remedy shall be to complete the obligations of Developer at Developer's expense. In
furtherance of such sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set
forth in Section 6 hereof.
SECTION 8. SUBSTITUTION OF COLLATERAL.
Notwithstanding any contrary provision in this Agreement,Developer shall have the right,
at any time and from time to time, to obtain releases of all or any part of the Security Funds
(hereinafter called the "Released Collateral")upon satisfaction of the following conditions:
(a)Developer shall provide Fort Worth and Escrow Agent written notice(the"Substitution
Notice") that the Developer desires to obtain Released Collateral in exchange for a
contemporaneous substitution of an alternate Financial Security acceptable to Fort
Worth(as specified and described in the Substitution Notice); and
(b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort
Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted
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Collateral")which Substituted Collateral shall in the aggregate be at least equal to the
Estimated Developer's Cost; and
(c) Said Substituted Collateral shall be of sufficient amount(s)to cover all work which has
occurred prior to the substitution of collateral provided for in this Section.
Upon satisfaction of the above-specified conditions, Escrow Agent shall be authorized
(without the further consent of Fort Worth) to return to Developer the original Security Funds in
Escrow Agent's possession that represent or evidence the Released Collateral or take such other
action with respect to the Released Collateral as Developer may request or direct. Developer shall
pay the expenses incurred by Escrow Agent In connection with obtaining each such release and
substitution.
SECTION 9 PERIODIC WITHDRAWAL OF COLLATERAL.
Notwithstanding any contrary provision in this Agreement, Developer shall have the right to
periodic withdrawals of the Security Funds (hereinafter called the "Withdrawn Collateral"), upon
satisfaction of the following conditions:
(a) Developer shall provide the City of Fort Worth and Escrow Agent with written notice
(the "Withdrawal Notice") that Developer desires to obtain the Withdrawn Collateral
in any amount less than or equal to the then-completed CFA Obligations as inspected
or accepted by Fort Worth; and
(b) the balance of the Security Funds after withdrawal of the Withdrawn Collateral is at
least equal to the estimated value of the CFA Obligations then remaining to be
performed (such remaining value is hereinafter called the "Estimated Cost to
Complete").
The Withdrawal Notice shall include a description of the Withdrawn Collateral and Developer's
calculation of the Estimated Cost to Complete.Upon receipt of the Withdrawal Notice,Fort Worth
shall have seven (7) calendar days to notify Developer of Fort Worth's objection to Developer's
calculation of the Estimated Cost to Complete by providing Developer with Fort Worth's
calculation of the Estimated Cost to Complete. The grounds for any objection are limited solely to
a good faith determination by Fort Worth that the balance of the Security Funds is insufficient to
cover the Estimated Cost to Complete. If Fort Worth fails to timely notify Developer and Escrow
Agent of any objection, then Developer's calculation shall be deemed to have been accepted and
approved by the City of Fort Worth and Escrow Agent is authorized to release the Withdrawn
Collateral requested by Developer without delay. In the event a written objection is timely filed by
Fort Worth and Fort Worth's calculation is within a range of five percent (5%) of Developer's
Estimated Cost to Complete, then Developer shall be allowed to withdraw the amount
corresponding to Fort Worth's calculation of the Estimated Cost to Complete. If Fort Worth's
calculation of the Estimated Cost to Complete is outside a range of five percent (5%) of
Developer's Estimated Cost to Complete, then Fort Worth and Developer, through a designated
representative, will reconcile the calculations and jointly approve an Estimated Cost to Complete
and advise Escrow Agent to disburse the amount as jointly determined.
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If after the expiration of two (2) years from the date of this Agreement either:
(i) none of the CFA Obligations have been performed; or
(ii) there has been partial performance but the term of the CFA has not been extended
by Fort Worth; then
in either event, the City of Fort Worth shall be entitled to receive the Security Funds as specified
in Section 6 and construct the improvements contemplated in the CFA.
SECTION 10. NON-ACCESSIBILITY OF FORT WORTH'S RIGHTS.
The rights,powers,and interests held by Fort Worth hereunder in and to the Security Funds
may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or
assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds.
SECTION 11. NO WAIVER.
No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other
subsequent Default. No delay or omission by Fort Worth in exercising any right or power
hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any
single or partial exercise of any such right or power preclude other or further exercise thereof.
SECTION 12. BINDING EFFECT.
This Agreement shall be binding on the parties, their successors and assigns. No provision
of this Agreement may be amended, waived, or modified except pursuant to a written instrument
executed by Fort Worth, Escrow Agent and Developer.
SECTION 13. CHOICE OF LAW.
This Agreement is to be construed and interpreted in accordance with the laws of the State
of Texas.
SECTION 14. COUNTERPARTS.
This Agreement may be executed in any number of multiple counterparts and by different
parties on separate counterparts,all of which when taken together shall constitute one and the same
agreement.
SECTION 15. INDEMNITY.
Developer hereby agrees to release,hold harmless,and indemnify Escrow Agent(and
its directors, officers, employees, agents and representatives) from and against all claims,
damages, expenses,costs, suits and other liability of any kind whatsoever that arise out of or
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are directly or indirectly related to the performance by Escrow Agent of its duties hereunder
except for the gross negligence or willful misconduct of Escrow Agent or its directors,
officers, employees, agents or representatives and Developer hereby agrees to release, hold
harmless,and indemnify Fort Worth(and its respective directors,officers,employees,agents
and representatives) from and against all claims, damages, expenses, costs, suits and other
liability of any kind whatsoever that arise out of or are directly or indirectly related to any
actions or inaction by Fort Worth with respect to this Agreement.
SECTION 16. PAYMENT OF ESCROW FEES
Developer will be responsible for the payment of all fees to Escrow Agent associated with
this Agreement.
REMAINDER OF THIS PAGE INTENTIONALLY BLANK
City of Fort Worth,Texas
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ACCORDINGLY,the City of Fort Worth,Developer and Escrow Agent 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 Manager or his/her designee.
CITY OF FORT WORTH DEVELOPER
Cassco Development Company,Inc.
Jesr_J.C`apa(Mar 6,2019) Pkd�1H�M ,2f RL
Jesus J. Chapa Paxton Mothera!(Feb 44,2019)
Assistant City Manager Name: Paxton Motheral
Title: Vice President
Date: Mar 6,2019
Date: Feb 14,2019
Approved at to Form &Legality:
ESCROW AGENT
�LG`1G3� /1iIGgG`f2`l Rattikin&Rattikin,L.L.P.
Richard A.McCracken(Marti,2019)
Richard A. McCracken
Sr. Assistant City Attorney JeAc JP i i n
M&C No. NSA Jeff Rattikin(Mar 6,20 9)
Date: Name: Jeff Rattikin
Title: 9AadbWred Signatory's Title>
ATTEST: R�.
Date: Mar 6,2019
%0 ,
'A Mavy J. K�vser
Mary J.Kayser(Mar7,2019) V.:U`• '_ '! Contract Compliance Manager
Mary J. Kayser
City Secretary By signing I acknowledge that I am the
AS person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
e Scarlett Morale (Mar6,2019)
L
Janie S. Morales
Development Manager
OFFICIAL RECORD
City of Fort Worth,Texas
Escrow Pledge Agreement CITY SECRETARY
CFA Official Release Date:07.01.2015 Revised 09.07. 1 MWORTH,TX
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ATTACHMENT "1"
Changes to Standard Agreement
Escrow Pledge Agreement
None
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