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HomeMy WebLinkAboutContract 43963 (2)COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS City Secretary COUNTY OF TARRANT § Contract No. Lizn(p3 WHEREAS, the undersigned Developer ("Developer") desires to make certain improvements ("Improvements") related to a project as described below ("Project"), an addition to the City of Fort Worth, Texas ("City"); and WHEREAS, the Developer and the City desire to enter into this "Agreement" in connection with the Improvements. Developer Information: Developer Company Name: ATC MF No. 1, LP Address, State, Zip Code: 13600 Heritage Parkway, Suite 200, Fort Worth, TX 76177 Phone, E-Mail: (817) 224 - 6000, russell.laughlin@hillwood.com Authorized Signatory/Title: Russell L. Laughlin, Senior Vice- President Project Name: Sagestone Village at Alliance Town Center Off -Site Improvements Project Location: Alliance Town Center - Lot 19, Blk A Plat Case No.: FP-012-031 Plat Name: Alliance Town Center Mapsco: 21Y CFA: 2012-070 To be completed Received by: Council District: 2 DOE: 6905 tdff.• Aldi I ?-07-1 2 Pi 2: 28 IN 1 City Project No: 01975 OFFICIAL if3e,OR ©f E if SECRETARY Ft WORTS., NOW, THEREFORE, KNOW ALL BY THESE PRESENTS: 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 and subsequently amended from time to time via a Mayor and Council Communication adopted by the City Council of the City of Fort Worth, is hereby incorporated into this Community Facilities Agreement ("CFA") 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 infrastructure. Developer further acknowledges that said process requires the contractor to submit an Affidavit of Bills paid signed by its contractor and Consent of Surety signed by its surety to ensure the contractor has paid the sub -contractor and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full 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 are made a part hereof: Water (A) Sewer (A-1) _X_, Paving (B) Storm Drain (B-1) , Street Lights & Signs (C)__ E The Developer shall award all contracts for the construction of community facilities in accordance with Section II, paragraph 7 of the Policy and the contracts for the construction of the public infrastructure shall be administered in conformance with paragraph 8, Section II, of the Policy. F. For all infrastructure 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 insured licensed and bonded to do work in public streets and/or prequalified to perfoiiu water/waste water 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%) 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 insuring the maintenance and repair of the constructed infrastructure during the tell l of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. 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 ACORD Certificate of Insurance supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours notice to the City's Construction Services Division of intent to commence construction so that City inspection personnel will be available; and to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces, and not to 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 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 until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department G. Developer agrees to provide, at its expense, all engineering drawings and documents necessary to construct the improvements required by 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 any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the community facilities to be installed hereunder. 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 Agreem ent L The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify, hold haiuiless 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, his 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, his 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 negligence 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 pant, by the alleged negligence 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 confoiuiance with the Policy, and in accordance with all plans and specifications and shall cause to be executed and delivered to the City an indemnity agreement from such contractors on a form to be promulgated by the City N. Upon completion of all work associated with the construction of the infrastructure and 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 stoma 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 1 YEAR i. The City's obligation to participate (exclusive of front foot charges) in the cost of the community facilities shall teiniinate if the facilities are not completed within one (1) year; provided, however, if construction of the community facilities has started within the two year period, the developer may request that the CFA be extended for one year. If the community facilities are not completed within such extension period, there will be no further obligation of the City to participate. City participation in a CFA shall be subject to the availability of City funds and approval by the Fort Worth City Council. 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 community facilities if at the end of one (1) year from the date of this Agreement the community facilities 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 community facilities or to cause the payment of costs for construction of same before the expiration of one (1) year 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. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) Cost Summary Sheet Project Name: Sagestone Village at Alliance Town Center Off -Site Improvements CFA No.: 2012-070 DOE No.: 6905 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 2. Sewer Construction Water and Sewer Construction Total B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer TPW Construction Cost Total Total Construction Cost (excluding the fees): Construction Fees: C. Water/Sewer Inspection Fee (2%) D. Water/Sewer Material Testing Fee (2%) Sub -Total for Water Construction Fees E TPW Inspection Fee (4%) F. TPW Material Testing (2%) G. Street Light Inspsection Cost H. Street Signs Installation Cost Sub -Total for TPW Construction Fees Total Construction Fees: Financial Guarantee Options, choose one Bond = 100% Completion Agreement = 100% / Holds Plat Cash Escrow Water/Sanitary Sewer= 125% Cash Escrow Paving/Storm Drain = 125% Letter of Credit = 125% w/ 1 yr expiration period $ $ 168,424.00 139,284.50 $ 307,708.50 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 307,708.50 6,154.17 6,154.17 12,308.34 111 12,308.34 Amount 307,708.50 307,708.50 384,635.63 384,635.63 Choice (ck one) IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be executed in quadruplicate in its name and on its behalf by its Assistant City Manager, attested by its City Secretary, with the corporate seal of the City affixed, and said Developer has executed this instrument in quadruplicate, at Fort Worth, Texas this day of /TTY' C_ 2O • CITY OF FORT WORTH - Recommended by: Water Department ZELL Wendy Chi- abulal, IEMBA, P.E. Developme , t Engineering Manager Approved as to Form & Legality: Doug as W. Black Assistant City Attorney M&C No. A1/4, Date: DEVELOPER: ATC MF No. 1, LP a Texas limited partnership By: ATC MF No. 1 GP, LLC a Texas limited liability company. its general partner By: Name: L .1(Zv,tit Title: Sr*t5tc tl n Transportation & Public Works Department AV4 Douglas W. Wiersig, P.E. Director Approved by City Manager's Office Fernando Costa Assistant City Manager AT I<ES'1' MaJ. Kayser City Secretary ecrofcr 000000ao 04* 00000°V iktztxtiart; OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 9 Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment Location Map Exhibit A: Water Improvements Water Estimate Exhibit A-1: Sewer Improvements Sewer Estimate Exhibit B: Paving Improvements Paving Estimate Exhibit B-1: Storm Drain Improvements Storm Drain Estimate Exhibit C: Street Lights and Signs Improvements Street Lights and Signs Estimate rs M 0 rs ►1 n n n n n n (Remainder of Page Intentionally Left Blank) 10 ITEM NO. 31D ITEM 1 2" Copper Water Line 2 1-1/2" Copper Water Line 3 6" PVC C-900 Water Line 4 10"PVC C-900 Wetu'Line 5 12" PVC C-900 Water Line 6 6" Gate Valve and Box 7 10" Gate Valve and Box 8 12" Gate Valve and Box 9 1 1/2" Irrigation Service- Tap to Main I 2" Weta Service- Tap to Main 11 Ductile Iron Fittings 12 Install Fire Hydrant (Not including 6" lead and valve) 13 24" Steel Casing 14 2" Water Service and Meter Box (Class B) 15 I-1/2" Irrigation Service and Meter Box (Class B) I I 16 6" D.D. Check Valve with Vault 17 Trench Safety (Deeper than 5') 18 Pipe -Transfer of Services-Test&Commission — Serv,eesCS Test and Sterilize Water Lints UNIT LF. L.F. L.F. L.F. L.F. EA. EA. EA, EA. EA. TON EA. LF EA. EA. EA. LF LF CFA SAMPLE PROJECT QUANTITY MATRIX SAGESTONE VILLAGE AT ALLIANCE TOWN CENTER °HEET NO. C-01 C-02 C-03 C-04 C-05 C-06 C-07 C-08 C-09 10 10 25 5 30 30 987 777 764 0 4 4 3 2 5 0 2 1 2 2 I 2.1 2 2 2 20 0 2 2 2 1 I 0 0 1781 807 1781 807 UNIT TOTAL ITEM TOTAL I UNIT PRICE 20 $20.00 30 $20.00 60 $24.00 1764 $32.00 764 $36.00 8 $850.00 5 $1,650.00 5 $1,950.00 3I $1,200.00 4 $2,000.00 4.1 $3,500.00 4 $3,200.00 20 $150.00 4 $2,000.00 3 $1,200.00 0 $12,000.00 2588 $0.50 25881 $1.00 ITEM TOTAL COST $400.00 $600.00 $1,440.00 $56,448.00 $27,504.00 $6,800.00 $8,250.00 $9,750.00 $3,600.00 $8,000.00 $14,350.00 $12,800.00 $3,000.00 $8,000.00 $3,600.00 $0.00 $1,294.00 $2,588.00 $168,424.00 CFA SAMPLE PROJECT QUANTITY MATRIX OFF -SITE SEWER IMPROVEMENTS TO SERVE SAGESTONE VILLAGE AT ALLIANCE TOWN CENTER ITEM NO. BID ITEM UNIT 1 6" PVC SDR-26 Sewer (All Depths) LF. i I 2 8" PVC SDR-26 Sewer (All Depths) LF. I I 3 10" PVC SDR-26 Sewer (All Depths) L.F. I I 4 12" PVC SDR-26 Sewer (All Depths) L.F. 1 5 4' Diameter Manhole EA. 6 Connect to existing SSMII EA. 7 Vacuum Test Sanilnry Sewer Manholes EA 8 Cement Stabilized Backfll EA. 9 24" Steel Cusir.c EA. 10 6" Plug EA. 11 8" Plug EA. 12 Ti eneh Safety (Deeper than 5') Lh' ( 13 Post Construction TV Inspections of Sewer Main LF C-01 C-02 SHEET NO. ITEM TOTAL UNIT PRICE ITEM TOTAL COST C-03 C-04 C-05 C-06 C-07 ' C-08 C-09 C-10 87 100 50 237 $24.00 $5,688.00 0 50 0 50 $24.00 $1,200.00 0 0 432 432 $34.00 $14,688.00 700 756 0 1456 $36.00 $52,416.00 4 4 2 10 $2,800.00 $28,000.00 1 1 $1,500.00 $1,500.00 4 4 2 10 $50.00 $500.00 40 133 40 213 $10.00 $2,130.00 20 113 60 193 $150.00 $28,950.00 2 2 1 5 $150.00 $750.00 0 1 0 1 $200.00 $200.00 787 906 482 2175 $0.50 $1,087.50 787 906 482 217E $1.00 $2,175.00 UNIT TOTAL $139,284,50 GRAPHIC SCALE IN FEET 0 100 200 400 L a i CONNECT TO EXISTING STUB OUT. DOE 6889 bg i -na PROPOSED 10' PVC CONNECT TO EXISTING 12" PVC PROPOSED 12 PVC PRAIRIE VISTA DRIVE WATER MAIN COMMUNITY FACILITIES AGREEMENT FOR OFF -SITE WATER MAIN TO SERVE SAGESTONE VILLAGE AT ALLIANCE TOWN CENTER 1 PROPOSED 10' PVC PLUG/ UNE TO ccp11 UE BY DOE 6904 EXHIBIT A u�I 1 and Associates, Inc. GRAPHIC SCALE IN FEET 0 100 200 400 1 1 1 e. I SS 3 PROPOSED 8' STUB MUT. INSTALL PWG n PRAIRIE VISTA DRIVE 9 , PROPOSED 12' PVC WATER MAIN COMMUNITY FACILITIES AGREEMENT FOR OFF -SITE SANITARY SEWER MAIN TO SERVE SAGESTONE VILLAGE AT ALLIANCE TOWN CENTER t SS N CONNECT TO DOMING MANHOLE DOE 5586 EXHIBIT A 1 I fin/rat es Inc. UNIT I: WATER CPMS RECORD NO BID-00763 BID-00753 BID-00616 BID-00588 BID-00591 BID-00745 BID-00715 BID-00717 BID-00566 BID-00744 BID-00220 BID 00546 BID-00762 BID-00767 BID-00580 BID-00372 BID-01200 ITEM NO. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 APPROX. QUANTITY The City of Fort Worth, Texas Alliance Town Center Lot 5A-R2-1, Block A DESCRIPTION OF ITEMS WITH BID PRICES WRITTEN WITH WORDS UNIT PRICE Furnish and ins all, including all appurtenant work, complete in place, the following items: (D-No. refers to related items in the Part D Special Conditions) 20 LF 2" Copper Water Line twenty 0/100 30 LF 1-1/2" Copper Water Line twenty 0/100 60 LF 6" PVC C-900 Water Line 1764 LF 764 LF 8 5 5 4 3 4.1 EA EA EA EA TN 4 EA 4 EA 3 EA 20 LF 2588 LF 2588 FL twenty four 0/100 10" PVC C-900 Water Line tift}six thousand four hundred and foro, eight 12" PVC C-900 Water Line thirty six 0/100 6" Gate Valve and Box eight hundred and fifty 0/100 10" Gate Valve and Box one thousand six hundred and fifty 0/100 12" Gate Valve and Box one thousand nine hundred and fifty 0/100 2" Water Service and Meter Box nvo thousand 0/100 1-1/2" Water Service and Meter Box one thousand two hundred 0/100 Ductile Iron Fittings three thousand five hundred 0/100 Install Fire Hydrant three thousand two hundred 0/100 2" Water Service - Tap to Main two thousand 0/100 1-1/2" Water Service - Tap to Main one thousand two hundred 0/100 24" Steel Casing one hundred and fifry 0/100 Trench Safety fifty cents Pipe -Transfer of Services -Test & Commission -- ServicesCS Test and Sterilize Water Lines one 0/100 TOTAL AMOUNT BID UNIT I - WATER TOTAL AMOUNT $20.00 $400.00 $20.00 $600.00 $24.00 $32.00 $36.00 $850.00 $1,650.00 $1,950.00 $2,000.00 $1,200.00 $3,500.00 $3,200.00 $2,000.00 $1,200.00 $150.00 $0.50 $1.00 $1,440.00 $56,448.00 $27,504.00 $6,800.00 $8,250.00 $9,750.00 $8,000.00 $3,600.00 $14,350.00 $12,800.00 $8,000.00 $3,600.00 $3,000.00 $1,294.00 $2,588.00 S168,424.00 UNIT II: SEWER CPMS RECORD NO BID-00330 BID-00340 BID-00228 BID-00258 BID-00214 BID-00208 BID-00217 BID-01174 BID-01124 BID-00372 BID-00201 ITEM NO. 1 2 3 4 5 6 7 8 9 10 11 12 13 APPROX. QUANTITY The City of Fort Worth, Texas Alliance Town Center Lot 5A-R2-1, Block A DESCRIPTION OF ITEMS WITH BID PRICES WRITTEN WITH WORDS UNIT PRICE urnish and install, Including all appurtenant work, complete in place, the following i ems: (D-No. refers to related items in the Part D Special Conditions) 237 LF 6" PVC SDR-26 Sewer (All Depths) 50 LF 8" PVC SDR-26 Sewer (All Depths) 432 LF 10" PVC SDR-26 Sewer (All Depths) 1456 10 1 10 213 193 5 1 2175 2175 LF EA EA EA LF LF EA EA LF LF 12" PVC SDR-26 Sewer (All Depths) 4' Diameter Manhole Connect to existing SSMH Vacuum Test Sanitary Sewer Manholes Cement Stabilized Backfill 24" Steel Casing 6" Plug 8" Plug Trench Safety Post Construction TV Inspections of Sewer Main TOTAL AMOUNT BID UNIT II - SEWER $24.00 $24 00 $34.00 $36.00 $2,800.00 $1,500.00 $50.00 $10.00 $150.00 $150.00 $200.00 $0.50 $1.00 TOTAL AMOUNT $5,688.00 $1,200.00 $14,688.00 $52,416.00 $28,000.00 $1,500.00 $500.00 $2,130.00 $28,950.00 $750.00 $200.00 $1,087.50 $2,175.00 $139,284.50 Capital One, N A. 212.938.2703 Letters of Credit Department 212 944.5447 Fax j 1001 Avenue of the Americas SWIFT ID: NFBKUS33 Flank New York, NY 10018 12/04/2012 BENEFICIARY: CITY OF FORT WORTH PLANNING AND DEVELOPMENT DEPARTMENT CFA DIVISION, 1000 THROCKMORTON ST. FORT WORTH, TX 76102 RE: IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER 30003570 FOR USD390,000.00 FOR ACCOUNT OF: ATC MP NO. 1, LP 3090 OLIVE STRTEET, SUITE 300 DALLAS, TX 75219 PROJECT: "COMPLETION OF OFF -SITE PUBLIC IMPROVEMENTS. FOR WATER AND SEWER FOR SAGESTONE VILLAGE AT ALLIANCE TOWN CENTER, LOT 19, BLOCK A" GENTLEMEN: WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. 30003570 IN YOUR FAVOR FOR ACCOUNT OF ATC MF NO. 1, LP, FOR AN AGGREGATE AMOUNT OF U.S. DOLLARS THREE HUNDRED NINETY THOUSAND AND 00/100 ($390,000.00) AVAILABLE BY PRESENTATION OF YOUR DRAFTS AT SIGHT DRAWN ON US ACCOMPANIED BY THE FOLLOWING DOCUMENTS: 1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ANY AMENDMENTS THERETO. 2. BENEFICIARY'S STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE CERTIFYING, THAT "ATC ME NO. 1, LP HAS FAILED TO COMPLETE CONSTRUCTION UNDER THE ABOVE NAMED PROJECT OR TO MAKE PAYMENT FOR ITS SHARE OF THE DEVELOPMENT COSTS FOR THE ABOVE NAMED PROJECT". DRAFTS DRAWN UNDER THIS LETTER OF CREDIT MUST STATE, "DRAWN UNDER CAPITAL ONE, N.A. LETTER OF CREDIT NO. 30003570 DATED DECEMBER 4, 2012". THIS LETTER OF CREDIT EXPIRES ON NOVEMBER 28, 2013 AT 3:00 P.M AT OUR COUNTERS AT 1001 AVENUE OF THE AMERICAS, NEW YORK, NY 10018. PARTIAL DRAWINGS ARE PERMITTED. WE HEREBY AGREE TO HONOR YOUR PRESENTATION OF COMPLIANT DOCUMENTS IF PRESENTED TO OUR LETTERS OF CREDIT DEPARTMENT AT 1001 AVENUE OF THE AMERICAS OR IF PRESENTED VIA FAX TRANSMISSION TO 212-944-5447 OR TO ANY Capit,jB amo Page: 2 Reference No. 30003570 12/4 /2012 Capital One, N.A. Letters of Credit Department 1001 Avenue of the Americas New York, NY 10018 OTHER FACSIMILE NUMBER WE SHALL DESIGNATE IN WRITING FROM TIME TO TIME, PROVIDED YOUR FAX PRESENTATION ACCOMPANIED BY YOUR COVER SHEET ADDRESSED TO THE LETTER OF CREDIT DEPARTMENT, FOLLOWED BY A TELEPHONE NOTIFICATION TO US AT 212-938-2703. PRIOR TO OR SIMULTANEOUSLY, THE ORIGINAL DRAWING DOCUMENTATION MUST BE PRESENTED BY PERSONAL PRESENTATION, COURIER OR MESSENGER SERVICE AT THE ADDRESS STATED ABOVE. HOWEVER, RECEIPT BY CAPITAL ONE, N.A. OF SUCH TELEPHONE NOTICE OR ORIGINAL DOCUMENTS SHALL NOT BE A CONDITION FOR PAYMENT HEREUNDER. IF PRESENTATION IS MADE VIA FACSIMILE, THE ORIGINAL LETTER OF CREDIT IS NOT REQUIRED. ACCORDINGLY, WE HEREBY UNDERTAKE TO FULLY AND PROMPTLY HONOR EACH OF YOUR COMPLIANT PRESENTATIONS AND SIGHT DRAFTS DRAWN ON US UNDER THIS LETTER OF CREDIT, FOR ALL OR ANY PART PROVIDED THE SUM OF THE AMOUNTS THAT YOU HAVE DRAWN DOES NOT EXCEED THE FULL AMOUNT OF THIS LETTER OF CREDIT. EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE PUBLICATION NO. 590 ("ISP 98") ',Oat tl-WTHORIZED SIGNATURE) Kurian T. Kurian Senior Vice President CAPITAL ONE, N.A. 212.938.2703 212 944.5447 Fax SWIFT ID: NFBKUS33