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HomeMy WebLinkAboutContract 43963 COMMUNITY FACILITIES AGREEMENT THE STATE of TEXAS § City Secretary COUNTY of TARRANT § Contract No. 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 I}eveloper and the City desire to enter into this "Agreement" in connection with the Improvements. Developer Information: Developer Company Name: AT C MF No. 1, LP Address, State, Zip Code: 13600,Heritage Parkway, Suite 200, Fort Worth,TX 76177 Phone, E-Mail: (S 17)224—6400, russell.laughlin[a�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 Venter— Lot 19, Blk A Plat Case No.: FP-012-031 Plat Name: Alliance Town Center Mapsco: 21Y Council District: 2 City Project No: 01975 CFA: 2012-070 DOE: 6905 To be completed st f Received by: Dat OFFICIAL RECORD , : ;�fr CITY SECRETARY 0(1-'1 1 FT'. WORTH, TX 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 5, 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) X Sewer (A-1) _X., Paving (B) Storm Drain (B-1) , Street Lights & Signs (Q._...... E. The Developer shall award all contracts for the construction of community facilities in accordance with Section 11, 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 perform 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 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. 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 ACCORD Certificate of Insurance supplied by the contractors insurance provider and bound in the construction contract book. 3 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, stone 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. 4 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, 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 1*1 i es, death or damazes are caused, in whole or in Part, h v the allezed neglizence o the GO of Fort Wortlz rtv officers, ,vervants or em to Tees. 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 iniuries, death or dacmazes are caused, in whole or in part, by the alleged ne li ence of the Ci o of Fort Worth its officers, servants9 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 5 defects, in conformance 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 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 1 YEAR i. The City's obligation to participate (exclusive of front foot charges) in the cost of the community facilities shall terminate 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 6 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. it. 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 INrTENTIONALLY LEFT BLAND) 7 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 $ 168,424.00 2.Sewer Construction $ 139,284.50 Wafer and Sewer Construction Total $ 307,708.50 B. TPW Construction 1.Street $ - 2.Storm Drain $ - 3.Street Lights Installed by Developer $ - TPW Construction Cost Total $ - Total Construction Cost(excluding the fees): $ 307,708.50 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 6,154.17 D. Water/Sewer Material Testing Fee(2%) $ 6,154.17 Sub-Total for Wafer Construction Fees $ 12,308.34 E. TPW Inspection Fee(4%) $ - F. TPW Material Testing(2%) $ G. Street Light I nspsection Cost $ H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ - Total Construction Fees: $ 12,308.34 Choice Financial Guarantee Options,choose one Amount ck one Bond=100% $ 307,708.56 Completion Agreement=100%1 Holds Plat $ 307,708.50 Cash Escrow Water/Sanita Sewer=125% $ 384,635.63 Cash Escrow Pain /Storm Drain=125% $ - Letter of Credit= 125%wl 1 r ex iration period $ 384,635.63 8 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 North, Texas this day of _ C- CITY OF FORT WORTH-Recommended by. Water Department Transportation &Public Works Department 1 f f 5 4/4 Wendy Chi- abulal,EMBA, P.E. Douglas W. Wiersig,P.E. Developme t Engineering Manager Director Approved as to Form &Legality: Approved by Ci�y Manager's Office 4ogs . Black Fernando Costa Assistant City Attorney Assistant City Manager M&C No. IU A : E S Date: �- . *00T1 a00000000 " -- 0 �� . Kayser o 0 Ma 1 y v 0 � City Secretary boo o 100 0 1 DEVELOPER. 00 ag ATC MF No. l,LP o Novo a Texas limited partnership �p ]'�• By: ATC MF No. 1 (;P, LLC a Texas limited liability company. its general partner By: Name: �..,.. 11� Title: C EFrF'CIAL RECORD Y SECRETARY �WORTH s TX 9 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 1Y L- , 204Zz CITY OF FORT WORTH-Recommended ky: Water Department Transportation& Public Works Department Wendy Chi- abulal, EMBA, P.E. Douglas W. Wiersig, P.E. Developme,t Engineering Manager Director Approved as to Forin &Legality: Approved by City Manager's Office woo Doug as W. Black Fernando Costa Assistant City Attorney Assistant City Manager M&C No. IVIA, AT ES Date: *ORT , ah 00000000 0 M4 J. Kayser id 0 Cit Secretary o Y ¢�$ 0 DEVELOPER: 0. o ` 0 ATC MF No. l, LP �°0a a Texas limited partnership Ir By: ATC MF No. I GP, LLC a Texas limited liability company. its general partner C By: - w Name: L- �,�11 Title: fi pre OFFICIAL RECORD CITY SECRETARY FTo WORTH, TX 9 IN 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 F-1 Exhibit B: Paving Improvements ❑ Paving Estimate F-1 Exhibit B-1: Storm Drain Improvements ❑ Storm Drain Estimate F-1 Exhibit C: Street Lights and Signs Improvements ❑ Street Lights and Signs Estimate (Remainder of Page Intentionally Left Blank) 10 Co Co 0 0 o a o o Ca 0 o Q Q Co o a 0 0 o o Q d O Q o O C7 0 0 o C) C) d p O Q U Q o Q O0 lqr O o CD O C7 C0 CD 0 Q Ca v av 'gr U o V, Nt O Q LO LO Q 4 U-) O p Q Q to ❑) a7 N Co tf) Coo N f- Co 0 m 00 Q Co r CD r_ CD 00 CA m co IT N � C%] C- r CN 00 ~ U3 LO Erg Nh E9 fA 69 b 69 E{} 64 69 to o w O C7 Q Q 0 Q Q Q 0 Ca 0 CD CD 0 0 CD 0 w C3 C7 C7 Q Q p C7 Q O Q Q C7 O Q O t!] o U d o 1 CV [D 0 C7 Q 0 Q Q 0 Ln p Q O Q r N N N co co 0 LD ors o Q 0 o r Q Q 0 64 EF} Efl Er4 6R 69 to co CD 0) N 0 0 N y} Q N Q r N co C7 N � H4 EA N3 Er9 E9 611) 69 Vf3 N Erg Z C7 C7 C7 IV It 00 LO ►[) co J N [Y7 Co ti C EO N i'7 C7 co 00 T- N N o W G] C7 U 00 0 U r` Q X U W Z � w U Z O Z LO F-C�o Ci7 Q T- O N CD CV N N C7 N r Q C0 C7 Q w W "' a0 00 � U [Y d = [n Fm- J U ¢ 0 0 LO 0 00 Co C•7 LO N N ni N N N N o O0 0° W F- �— r r � � o CL W L) Z J w � Z � H w ° C7 C3 Q Q LL co U r Q U H z e e c z < J F ui ..a •r. 3 J r _ J M f t 7 7 ^ r r y i7 > N _ C3 fV rJ r N rl 'L O C w Q Q Q Q a Q a d 0 o a a o o U7 Q Q Q Q Q Q d Q Q Q Q to 0 LO o Co Q co (D Q Q Q O Q Q Q r- LCi Ni [] CC) q 00 r Q Q d ['7 u7 Lo Q co f- co J CD N CO Nr 0 LO LO r 0') f` N O r N Q L r � N 00 r N 00 6A V r N a < GH 69 r uq) N H3 69 N 63 69 M 64 69 6c3 64 rf�3 w F Q Q O Q Q Q Q d p d Q Q Q w Q Q fl Q O Q Q Q Q Q Q LO Q U Nr Iq Kr CD Q Q Q d Q d Q d r N N C9 C'3 d Q LO r LO tr] C] 64 69 64 EI3 E9 59 OD Lr) 6F} 169 Y r- (14 r 69 69 ffi d4 GH Z f-_ Q N 0 Q r Q co cn Lo r W) LC) J M V) m kr) r r r 4] T� Q N N r r CN � r N N D w V LO Q co O N N Nr 0 r Q m m w o Q Q ZU° to Q ti v v C r N C) 0 w U 2 D CO � Q Q °d I Y lqr Q ° N a 03 coo F U o0 N W U Z � � a Q U Q F- Q w 0 � Q Q C V ZLd Q z w o w c=i7 v � w U U W U) w LC C)w ~ U O [L N H Wo z CL Z U Q �E CO w Q o N m U a U w w ° U) (> w H U] LL F-- LL Z 1 < C C c C C c J W � J f ^ ... 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EI � W J W C) ° _ Awy a[3L Y►fl�3 W sa5nwi 6Mp a;is}}❑-JV4-!pr)( 6Mp'-l-LLSBx 6mp Sivaulasaax 6M❑ �x n n n y ,uQ+vC-q L LDK/B L/D i L L,naAo}1 6m�au❑+5a6oS- d-;i�iux� b 7�-3CC16MC�ai 5}�� aI1V-C1t1/�ZOC�� 91J OCC.! 9r�n'C',b a♦ aid j The City of Fort Worth,Texas Alliance Town Center Lot 5A-R2-1,Block A UNIT 1:WATER CPMS ITEM APPROX. DESCRIPTION OF ITEMS WITH BID 1L� TOTAL NIT PRIDE RECORD NO NO. QUANTITY PRICES WRITTEN WITH WORDS AMOUNT Furnish and install,including all appurtenant work,complete in place,the following items: (D-No refers to related items in the Part D Special Conditions) BID-00763 20 LF 2"Copper Water Line 1 $20.00 $40000 nvenry 0/100 BID-00753 30 LF 1-112"Copper Water Line 2 $20.00 $600.00 nventy 0/100 BID-00616 64 LF 6"PVC C-900 Water Line 3 $24.00 $1.440.00 twenty four 01100 BID-00588 1764 LF 10"PVC C-900 Water Line 4 $32.00 $56,448.00 rfhsix thousand four hundred and forty eight BID-00591 764 LF 12"PVC C-900 Water Line 5 $36.00 $27,504.00 thirty six 01100 BID-00745 8 EA 6"Gate Valve and Box 6 $850.00 $6.800.00 eight hundred and f fty 0/100 BID-00715 5 EA 10"Gate Valve and Box 7 $1.650.00 $8,250.00 one thousand six hundred and fifty 01100 BID-00717 5 EA 12"Gate Valve and Box 8 $1,950.00 $9,750.00 one thousand nine hundred and fifty 01100 BID-00566 4 EA 2"Water Service and Meter Box 9 $2,000.00 $8,000.00 two thousand 0/100 BID-00744 3 1-112"Water Service and Meter Box 10 $1,200.00 $3,600.00 one thousand two hundred 0/100 BID-00220 4.1 TN Ductile Iron Fittings 11 $3,500.00 $14,350.00 three thousand five hundred 0/100 BID-00546 4 EA Install Fire Hydrant 12 $3,200.00 S12,800-00 three thousand two hundred 0/100 BID-00762 4 EA 2"Water Service-Tap to Main 13 $2,000.00 $8,000.00 two thousand 0/100 BID-00767 3 EA 1-112"Water Service-Tap to Main 14 $1,200.00 $3600.00 one thousand two hundred 0/100 BID-00580 20 LF 24"Steel Casing 15 $150.00 $3,000.00 one hundred and fifty 0/100 BID-00372 2588 LF Trench Safety 16 $0.50 $1,294.00 rftj,Cerrts BID-01200 2588 FL Pipe-Transfer of Services-Test&Commission--ServicesCS 17 "Pest and Sterilize Water Lines $1.00 $2,588.00 One 0/100 TOTAL AMOtTNT BID UNIT I-WATER $168,424.00 The City of Fort Worth,Texas Alliance Town Center Lot 5A-R2-1,Bloch A i',NIT II:SEWER CPMS ITEM APPROX. DESCRIPTION OF ITEMS WITH BID TOTAL RECORD NO ?1I0. QUANTITY UNIT PRICE AMOUNT WRITTEN WITH WARDS Furnish and install,including all appurtenant work,complete in place,the following items- (D-No.refers to related items in the Part D Special Conditions) BID-00330 1 237 LF 6"PVC SDR-26 Sewer(All Depths) $24.00 $5,688.00 BID-00340 2 50 LF 8"PVC SDR-26 Sewer(All Depths) $24.00 $1,200.00 BID-00228 3 432 LF 10"PVC SDR-26 Sewer(All Depths) $34.00 $14,688.00 BID-00258 4 1456 LF 12"PVC SDR-26 Sewer(All Depths) $36.00 $52,416.00 BID-00214 5 14 EA 4" Diameter Manhole $2,800.00 $28,000.00 BID-00208 6 1 EA Connect to existing SSMH $1,500.00 $1,500.00 BID-00217 7 10 EA Vacuum Test Sanitary Sewer Manholes $50.00 $500.00 BID-01174 8 213 LF Cement Stabilized Backfill $10.00 $2,130.00 BID-01124 9 193 LF 24"Steel Casing $150.00 $28,950.00 10 5 EA 6"Plug $150.00 $750.00 I I 1 EA 8" Plug $200.00 $200.00 BID-00372 12 2175 LF Trench Safety $0.50 $1,087.50 BID-00201 13 2175 LF Post Construction TV Inspections of Sewer Main $1.00 $2,175.00 TOTAL AMOUNT BID UNIT II-SEWER $139,284.50 Capital One, N.A. '2.938.2703 Caa.m.itals Letters of Credit Departmert �;2.944,5447 Fax 1001 Avenje of the Amer:eas SWIFT ID: NF8KUS33 Bank New York, NY 100}8 12/04/2012 BENEFICIARY: CITY OF FORT WORTH PLANNING AND DEVELOPMENT DE PARTb1ENT CFA DIVISION, 1000 THROCKMORTON ST. FORT WORTH, TX 76102 RE: IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER 30003570 FOR USD390r000.00 FOR ACCOUNT OF: ATC MF NO. 11 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 All GENTLEMEN: WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. 30003570 IN YOUR FAVOR FOR ACCOUNT OF ATC MF NO. li 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 MF NO. 11 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 �A Capital One, N.A. G 1 38.0;D., � LL l le J o'4i di De C r n i 2 1,L.944.5447 Fax Ca i 00 Ave-we of the Americas 5EVFT G: NB 'J533 Rank Nev.,York, NY 1 Doi 8 Page, 2 Reference No. 30003570 12/4/2012 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 ('lisp 9811) . L' ZED SIGNATURE) Kurian T.Kurian Senior Vice President CAPITAL ONE,N.A.