HomeMy WebLinkAboutContract 58094 Received Date: 09/19/2022
Received Time: 9:57 am
Developer and Project Information Cover Sheet:
Developer Company Name: Quail Valley Devco VLO,LLC
Address, State,Zip Code: 400 S. Record Street, Dallas, TX 75202
Phone &Email: 214-292-3428, Scarpenter@republicpropertygroup.com
Authorized Signatory, Title: Seth Carpenter,Vice President
Project Name: Walsh Ranch-Quail Valley-PA3W-A
Brief Description: Water, Sewer, Paving, Storm Drain and Street Lights
Project Location: Fort Worth, Parker County, TX
Plat Case Number: PP-21-079 Plat Name: Walsh Ranch Planning Area 3 West, Phase A
Mapsco: Council District: 3
CFA Number: CFA22-0021 City Project Number: 103935
OFFICIAL RECORD
CITY SECRETARY
FT.Y TFIT TX
City of Fort Worth,Texas Page 1 of 16
Standard Community Facilities Agreement
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City Contract Number: 58094
STANDARD COMMUNITY FACILITIES AGREEMENT
This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by
and between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and Quail Valley Devco VLO, LLC
("Developer"),acting by and through its duly authorized representative. City and Developer are referred to
herein individually as a"party"and collectively as the "parties."
WHEREAS, Developer is constructing private improvements or subdividing land within the
corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Walsh
Ranch—Quail Valley- PA3W-A ("Project"); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement("Community Facilities"or"Improvements"); and
WHEREAS,as a condition of approval of the Project,Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land,pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS,the City is not participating in the cost of the Improvements or Project; and
WHEREAS, the Developer and the City desire to enter into this 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:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance("CFA Ordinance"),as amended,is incorporated
into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists between the terms and conditions
of this Agreement and the CFA Ordinance,the CFA Ordinance shall control.
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2.
Incorporation of Engineering Plans
The engineering plans for the Improvements that have been approved by the City ("Engineering
Plans")are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide
at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to
construct the Improvements required by this Agreement.
3.
Description of Improvements; Exhibits and Attachments
The following exhibits describe the general location, nature and extent of the Improvements that
are the subject of this Agreement and are attached hereto and incorporated herein by reference:
0 Exhibit A: Water
0 Exhibit A-1: Sewer
0 Exhibit B: Paving
0 Exhibit B-1: Storm Drain
0 Exhibit C: Street Lights & Signs
The Location Map and Cost Estimates are also attached hereto and incorporated herein by
reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates
conflict with the Engineering Plans,the Engineering Plans shall control. If applicable, Attachment 1 —
Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and
Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all
purposes.
4.
Construction of Improvements
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 specifications, the Engineering Plans, the Cost Estimates provided for the
Improvements,and this Agreement. Developer acknowledges that City will not accept the Improvements
until the City receives affidavits and lien releases signed by Developer's contractors verifying that the
contractors, and all subcontractors and material suppliers, have been paid in full for constructing the
Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
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6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term").
If construction of the Improvements has started during the Term, the Developer may request that this
Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall
be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement.
In no event shall the Term of this Agreement plus any Extension Periods be for more than three years.
7.
Failure to Construct the Improvements
(a) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements if at the end of the Term, and any Extension Periods, the
Improvements have not been completed and accepted by the City.
(b) 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 construction of the
Improvements before the expiration of the Term, and any Extension Period, if the Developer
breaches this Agreement,becomes insolvent, or fails to pay costs of construction.
(c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers
are not paid for construction costs or materials supplied for the Improvements the contractors and
suppliers may place a lien upon any property which the City does not have an ownership interest
that is the subject of the Completion Agreement.
(d) Nothing contained herein is intended to limit the Developer's obligations under the CFA
Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's
contractors, or other related agreements.
8.
Termination
If Developer desires to terminate this Agreement before Developer's contractors begin
constructing the Improvements, Developer agrees to the following:
(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any final plats that have been filed with the county where the Project
is located; and
(c) to pay to the City all costs incurred by the City in connection with this Agreement, including
time spent by the City's inspectors at preconstruction meetings.
9.
Award of Construction Contracts
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(a) Developer will award all contracts for the construction of the Improvements and cause the
Improvements to be constructed in accordance with the CFA Ordinance.
(b) Developer will employ construction contractors who meet the requirements of the City to construct
the Improvements including,but not limited,to being prequalified,insured,licensed and bonded to
construct the Improvements in the City.
(c) Developer will require Developer's contractors to provide the City with payment and performance
bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent
(100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and
performance bonds shall guarantee construction of the Improvements and payment of all
subcontractors and material suppliers. Developer agrees to require Developer's contractors to
provide the City with a maintenance bond naming the City as an obligee, in the amount of one
hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in
materials and workmanship for the Improvements by the contractor and surety for a period of two
(2) years after completion and final acceptance of the Improvements by the City. All bonds must
be provided to the City before construction begins and must meet the requirements of the City's
Standard Conditions, Chapter 2253 of the Texas Government Code,and the Texas Insurance Code.
(d) Developer will require Developer's contractors to provide the City with 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 must be named as an additional
insured on all insurance policies. The Developer must provide the City with a Certificate of
Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's
insurance provider,which shall be made a part of the Project Manual.
(e) Developer will require the Developer's contractors to give forty-eight(48) hours' advance notice
of their intent to commence construction of the Improvements to the City's Construction Services
Division so that City inspection personnel will be available. Developer will require Developer's
contractors to allow construction of the Improvements to be subject to inspection at any and all
times by the City's inspectors. Developer will require Developer's contractors to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives
consent to proceed, and to allow such laboratory tests as may be required by the City.
(f) Developer will not allow Developer's contractors to begin construction of the Improvements until
a notice to proceed to construction is issued by the City.
(g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and
water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and
service lines have been completed to the satisfaction of the City.
10.
Utilities
Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project;
and (2) to construct the Improvements required herein. 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 with
any of the Improvements to be constructed pursuant to this Agreement.
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11.
Easements and Rights-of-Way
Developer agrees to provide,at its expense,all necessary rights-of-way and easements required for
the construction and dedication to the City of the Improvements provided for by this Agreement.
12.
Liability and Indemnification
(a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND
HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY
PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES
SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT.
(b) THE DEVELOPER COVENANTS AND AGREES TO,AND BY THESE PRESENTS DOES
HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS AND EMPLOYEES FROMALL SUITS,ACTIONS OR CLAIMS OF
ANY CHARACTER, WHETHER REAL OR ASSERTED,BROUGHT FOR OR ONACCOUNT
OF AN Y INJURIES OR DAMAGES SUSTAINED BYANYPERSONS,INCL UDING 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 CONSEQ UENCE OF ANY FAIL URE TO
PROPERLY SAFEGUARD THE WORK, OR ONACCO UNT 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 NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS,SERVANTS, OR EMPLOYEES:
(c) DEVELOPER WILL 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 INANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, 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. FURTHER, DEVELOPER WILL REQUIRE
ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY
FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR
CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE
WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE
MANNER, FREE FROM DEFECTS,IN CONFORMANCE WITH THE CFA ORDINANCE,
AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
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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 Developer with its
contractors,along with an assignment of all warranties given by the contractors,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.
14.
Estimated Fees Paid by Developer; Reconciliation
Prior to execution of this Agreement, Developer has paid to the City the estimated cost of
administrative material testing service fees, construction inspection service fees,and water testing lab fees
in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the
construction of the Improvements, the City will reconcile the actual cost of administrative material testing
service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid
by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer,
the Developer must pay the difference to the City before the Improvements will be accepted by the City. If
the actual costs of the fees are less than the estimated payments made by the Developer,the City will refund
the difference to the Developer. If the difference between the actual costs and the estimated payments made
by the Developer is less than fifty dollars ($50.00),the City will not issue a refund and the Developer will
not be responsible for paying the difference. The financial guarantee will not be released by the City or
returned to the Developer until reconciliation has been completed by the City and any fees owed to the City
have been paid by the Developer.
15.
Material Testing
The City maintains a list of pre-approved material testing laboratories. The Developer must
contract with material testing laboratories on the City's list. Material testing laboratories will provide copies
of all test results directly to the City and the Developer. If the Improvements being constructed fail a test,
the Developer must correct or replace the Improvements until the Improvements pass all retests. The
Developer must pay the material testing laboratories directly for all material testing and retesting. The City
will obtainproof from the material testing laboratories that the material testing laboratories have been
paid in full by the Developer before the City will accept the Improvements.
16.
Notices
All notices required or permitted under this Agreement may be given to a parry by hand-
delivery or by mail, addressed to such parry at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY: DEVELOPER:
Development Coordination Office Quail Valley Devco VLO, LLC
City of Fort Worth 400 S. Record Street
200 Texas Street Dallas, TX 75202
Fort Worth, Texas 76102
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With copies to:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other parry hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3)years after final payment under the contract,have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further,that City shall have access during normal working hours to all of the contractor's facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants,officers,contractors, subcontractors,and volunteers shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Developer shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its employees, representatives, agents, servants, officers,
contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat
superior shall not apply as between the City and its officers, representatives, agents, servants and
employees, and Developer and its employees, representatives, agents, servants, officers, contractors,
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subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Developer. It is further understood that the
City shall in no way be considered a co-employer or a joint employer of Developer or any employees,
representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer.
Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be
entitled to any employment benefits from the City. Developer shall be responsible and liable for any and
all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents,
servants, officers, contractors, subcontractors,and volunteers.
The City, through its authorized representatives and employees, shall have the sole and exclusive
right to exercise jurisdiction and control over City employees.
19.
Applicable Law; Venue
This Agreement shall be construed under and in accordance with Texas law. Venue shall be in
the state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
20.
Non-Waiver
The failure of the City to insist upon the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent
of City's right to assert or rely on any such term or right on any future occasion.
21.
Governmental Powers and Immunities.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
22.
Headings
The paragraph headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
23.
Severability
In the event that any clause or provision of this Agreement shall be held to be invalid by any
court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof.
24.
Review of Counsel
City and Developer, and if they so choose, their attorneys, have had the opportunity to review
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and comment on this document;therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
construed solely on the basis of the language contained therein, regardless of who authored such
language.
25.
Prohibition on Boycotting Israel
Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
the City is prohibited from entering into a contract with a company with 10 or more full-time employees
that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City 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"have the meanings ascribed to those terms by Chapter 2271 ofthe Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement, 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 this Agreement.
26.
Prohibition on Boycotting Energy Companies
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code,as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company" and "company"
have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature
provides written verification to the City that Developer: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
27.
Prohibition on Discrimination Against Firearm and Ammunition Industries
Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering
into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Developer's signature provides written verification to the City that
Developer: (1) does not have a practice,policy, guidance, or directive that discriminates against a firearm
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entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
28.
Immigration and Nationality Act
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 1-9 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.
29.
Amendment
No amendment,modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
30.
Assignment and Successors
Developer shall not assign or subcontract all or any part of its rights,privileges,or duties under this
Agreement without the prior written consent of City. Any attempted assignment or subcontract without the
City's prior written approval shall be void and constitute a breach of this Agreement.
31.
No Third-Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise,to any other person or entity.
32.
Compliance with Laws, Ordinances,Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
33.
Signature Authority
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The person signing this Agreement on behalf of Developer warrants that he or she has the legal
authority to execute this Agreement on behalf of the Developer, and that such binding authority has been
granted by proper order,resolution,ordinance or other authorization of the entity. The City is fully entitled
to rely on this warranty and representation in entering into this Agreement.
34.
Counterparts
This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but which together will constitute one instrument.
35.
Entire Agreement
This written instrument, together with any attachments, exhibits, and appendices, constitutes the
entire understanding between the City and Developer concerning the work to be performed hereunder,and
any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall
be void.
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36.
Cost Summary Sheet
Project Name: Walsh Ranch PA3W-A
CFA No.: CFA22-0021 City Project No.: 103935 IPRC No.: IPRC22-0026
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction $ 291,092.00
2. Sewer Construction $ 1,049,253.00
Water and Sewer Construction Total $ 1,340,345.00
B. TPW Construction
1. Street $ 652,542.00
2. Storm Drain $ 892,145.00
3. Street Lights Installed by Developer $ 218,198.00
4. Signals $ -
TPW Construction Cost Total $ 1,762,885.00
Total Construction Cost(excluding the fees): $ 3,103,230.00
Estimated Construction Fees:
C. Construction Inspection Service Fee $43,750.00
D. Administrative Material Testing Service Fee $12,985.00
E. Water Testing Lab Fee $690.00
Total Estimated Construction Fees: $ 67,426.00
Choice
Financial Guarantee Options,choose one Amount Mark one
Bond= 100% $ 3,103,230.00
Completion Agreement= 100%/Holds Plat $ 3,103,230.00
Escrow Pledge Agreement Water/Sewer/Paving&Storm Drain = $ 3,606,290.00 X
Escrow Pledge Agreement Street Lights = 125% $ 272,747.50 X
Letter of Credit= 125% $ 3,879,037.50
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IN WITNESS WHEREOF,the City and Developer have each executed this Agreement by their
duly authorized signatories to be effective on the date executed by the City's Assistant City Manager.
CITY OF FORT WORTH DEVELOPER
Quail Valley Devco VLO,LLC
Dana RaraLtidoAc
Dana Burghdoff(Sep 13,202211:53 CDT) Set arpenter(Aug31,202219:24 CDT)
Dana Burghdoff Seth Carpenter
Assistant City Manager Vice President
Date: Sep 13, 2022 Date: Aug 31, 2022
Recommended by:
am"--.
Dwayne Hollars(Sep 12,202210:38 CDT)
Dwayne HolIars
Contract Compliance Specialist
Planning and Development
Approved as to Form&Legality:
Contract Compliance Manager:
Richard A.McCracken(Sep 13,202211:52 CDT)
Richard A. McCracken By signing, I acknowledge that I am the person
Sr. Assistant City Attorney responsible for the monitoring and
M&C No. N/A administration of this contract, including
Date: ensuring all performance and reporting
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�7G117I72t�2 c� C7000tGIGG �44 FX�►5o�p Development Manager
Jannette S.Goodall(Sep 14,202213:44 CDT) �na04
Jannette S. Goodall /Ronald P. Gonzales
City Secretary Assistant City Secretary
orFIDIAL RECORD
CITY SECRE7ARY
FT.WORTH,TX
City of Fort Worth,Texas Page 14 of 16
Standard Community Facilities Agreement
Rev.9/21
The following attachments are incorporated into this Agreement. To the extent a
conflict exists between the main body of this Agreement and the following attachments, the
language in the main body of this Agreement shall be controlling.
Included Attachment
® Attachment 1 - Changes to Standard Community Facilities Agreement
❑ Attachment 2— Phased CFA Provisions
❑ Attachment 3 — Concurrent CFA Provisions
0 Location Map
0 Exhibit A: Water Improvements
0 Exhibit A-1: Sewer Improvements
0 Exhibit B: Paving Improvements
0 Exhibit B-1: Storm Drain Improvements
0 Exhibit C: Street Lights and Signs Improvements
0 Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth,Texas Page 15 of 16
Standard Community Facilities Agreement
Rev.9/21
ATTACHMENT"I"
Changes to Standard Community Facilities Agreement
City Project No. 103935
None
City of Fort Worth,Texas Page 16 of 16
Standard Community Facilities Agreement
Rev.9/21
No Lights_Unit Price
DAP-BID PROPOSAL
Page 1 of 5
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
Walsh Ranch-PA3W-A
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item Unit of I Specification Bid
Description Unit Price Bid Value
No. Measure Section No. Quantity
UNIT I:WATER IMPROVEMENTS
1 0241.1118 4"-12" Pressure Plug EA 0241 14 4 $1,500.00 $6,000.00
2 3311.0001 Ductile Iron Water Fittings w/Restraint TON 33 11 11 1.84 $9,000.00 $16,560.00
3 3311.0251 8"DIP Water LF 33 11 10 93 $64.00 $5,952.00
4 3311.0254 8"DIP Water, CLSM Backfill LF 33 11 10 74 $74.00 $5,476.00
5 3311.0261 8"PVC Water Pipe LF 3311 12 2,529 $52.00 $131,508.00
6 3312.0001 Fire Hydrant EA 33 1240 3 $4,600.001 $13,800.00
7 3312.0117 Connection to Existing 4"-12"Water Main EA 33 1225 5 $2,000.00 $10,000.00
8 3312.2002 1"Bored Water Service-Tap Existing Main EA 33 12 10 1 $3,000.00 $3,000.00
9 3312.2003 1"Water Service EA 33 12 10 44 $1,200.00 $52,800.00
10 3312.3003 8"Gate Valve EA 33 1220 10 $1,600.00 $16,000.00
11 3305.0109 Trench Safety LF 3305 10 2,696 $1.00 $2 696.00
12 3312.2003 1"Water Service-Tap Existing Main EA 33 12 10 13 $2,100.001 $27 300.00
13
14
15
16
17
18
19
20
TOTAL UNIT I:WATER IMPROVEMENTS $291,092.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version May 22,2019 PA3W-A_00 42 43_Bid Proposal_DAP.xlsm
No Lights_Unit Price
DAP-BID PROPOSAL
Page 2 of 5
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
Walsh Ranch-PA3W-A
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item Unit of I Specification Bid
Description Unit Price Bid Value
No. Measure Section No. Quantity
UNIT II:SANITARY SEWER IMPROVEMENTS
3311 10,
1 3331.4115 8"Sewer Pipe LF 3331 12,
3331 20 3,505 $56.00 $196,280.00
3411 10,
2 3331.4116 8"Sewer Pipe,CSS Backfill LF 3331 12,
3331 20 310 $66.00 $20,460.00
3311 10,
3 3331.4201 10"Sewer Pipe LF 3331 12,
3331 20 2,310 $86.00 $198,660.00
3311 10,
4 3331.4202 10"Sewer Pipe, CSS Backfill LF 3331 12,
3331 20 265 $96.00 $25 440.00
5 3305.3003 10"Sewer Carrier Pipe LF 33 05 24 113 $126.00 $14 238.00
6 3305.1103 20"Casing By Other Than Open Cut LF 33 05 22 113 $740.00 $83 620.00
7 3339.1001 4'Manhole-Standard MH Lid EA 3339 10
33 39 20 26 $4 800.00 $124 800.00
3339 10
8 3339.1001 4'Manhole-Composite MH Lid EA 33 39 20
8 $4 800.00 $38 400.00
9 3339.1002 4'Drop Manhole EA 3339 10
33 39 20 1 $6 400.00 $6 400.00
10 3339.1003 4'Extra Depth Manhole VF 3339 10 169 $215.00 $36 335.00
11 3339.0001 Epoxy Manhole Liner VF 33 39 60 288 $425.00 $122 400.00
12 3331.3101 4"Sewer Service EA 3331 50 81 $850.00 $68 850.00
13 3305.0109 Trench Safety LF 3305 10 6,390 $1.00 $6 390.00
14 3301.0002 Post-CCTV Inspection LF 3301 31 6,390 $4.00 $25 560.00
15 3301.0101 Manhole Vacuum Testing EA 3301 30 35 $150.00 $5 250.00
16 3305.0110 Utility Markers EA 33 05 26 10 $617.00 $6 170.00
17 9999.0001 10"Connection to Existing Manhole EA 00 00 00 1 $6 500.00 $6 500.00
18 9999.0002 Odor Control Unit&Assembly EA 1 00 00 00 3 $9 500.00 $28 500.00
19 3231.0305 12'Gate,Steel EA 32 31 26 8 $2 500.00 $20 000.00
20 13305.0112 Concrete Collar EA 3305 17 10 $1 500.00 $15 000.00
TOTAL UNIT II:SANITARY SEWER IMPROVEMENTS $1,049,253.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version May 22,2019 PA3W-A_00 42 43_Bid Proposal_DAP.xlsm
No Lights_Unit Price
DAP-BID PROPOSAL
Page 3 of 5
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
Walsh Ranch-PA3W-A
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item Unit of I Specification Bid
Description Unit Price Bid Value
No. Measure Section No. Quantity
UNIT III: DRAINAGE IMPROVEMENTS
1 3341.0201 21"RCP,Class III LF 3341 10 236 $65.00 $15,340.00
2 3341.0205 24"RCP,Class III LF 3341 10 922 $75.00 $69,150.00
3 3341.0302 30"RCP,Class III LF 3341 10 341 $90.00 $30,690.00
4 3341.0309 36"RCP,Class III LF 3341 10 44 $125.00 $5,500.00
5 3341.0402 42"RCP,Class III LF 3341 10 125 $155.00 $19,375.00
6 3341.0409 48"RCP,Class III LF 3341 10 148 $190.00 $28,120.00
7 3341.1304 6x5 Box Culvert LF 3341 10 119 $440.00 $52,360.00
8 3349.0001 4'Storm Junction Box EA 3349 10 5 $6,500.00 $32,500.00
9 3349.0002 5'Storm Junction Box EA 33 49 10 2 $9,500.00 $19,000.00
10 3349.0005 8'Storm Junction Box EA 3349 10 1 $18,500.00 $18,500.00
11 3349.1011 48"Flared Headwall, 1 pipe EA 33 49 40 1 $6 500.00 $6 500.00
12 9999.0003 6'x5'TxDOT SW-O Headwall EA 00 00 00 1 $9 500.00 $9 500.00
13 3349.5001 10'Curb Inlet EA 33 49 20 3 $4 000.00 $12 000.00
14 3349.5002 15'Curb Inlet EA 33 49 20 2 $5 000.00 $10 000.00
15 9999.0004 Pond Outlet Structure EA 00 00 00 1 $32 500.00 $32 500.00
16 3137.0104 Medium Stone Riprap,dry Sy 31 3700 1,326 $105.00 $139 230.00
17 3305.0109 Trench Safety LF 3305 10 1,935 $1.00 $1 935.00
18 3301.0002 Post-CCTV Inspection LF 3301 31 1,935 $3.00 $5 805.00
19 9999.0005 Factory Storm Wye Connection EA 00 00 00 4 $500.00 $2 000.00
20 9999.0006 HydroTurf CS TRM Sy 00 00 00 1 1,158 $330.00 $382 140.00
TOTAL UNIT III: DRAINAGE IMPROVEMENTS $892,145.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version May 22,2019 PA3W-A_00 42 43_Bid Proposal_DAP.xlsm
No Lights_Unit Price
DAP-BID PROPOSAL
Page 4 of 5
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
Walsh Ranch-PA3W-A
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item Unit of I Specification Bid
Description Unit Price Bid Value
No. Measure Section No. Quantity
UNIT IV: PAVING IMPROVEMENTS
1 3213.0101 6"Conc Pvmt SY 32 13 13 11,432 $44.50 $508,724.00
2 3211.0501 6"Lime Treatment SY 32 11 29 12,494 $3.50 $43,729.00
3 3211.0400 Hydrated Lime(6"Pave @ 36 Ibs/sy) TN 3211 29 224.9 $210.00 $47,229.00
4 3213.0302 5"Conc Sidewalk SF 32 1320 4,080 $4.75 $19,380.00
5 3213.0501 Barrier Free Ramp,Type R-1 EA 32 1320 10 $1,900.00 $19,000.00
9999.0007 Furnish/Install Walsh Ranch Style Sign Post
6 &Foundation w/Regulatory Sign&Name Blades EA 000000 6 $1,700.00 $10,200.00
7 2605.3031 4"CONDT PVC SCH 40(T) LF 26 05 33 124 $32.00 $3,968.00
8 3292.0100 Block Sod Placement SY 3292 13 25 $8.00 $200.00
9 3291.1000 Topsoil CY 3291 19 4 $28.001 $112.00
10
11
12
13
14
15
16
17
18
19
20
TOTAL UNIT IV: PAVING IMPROVEMENTS $652,542.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version May 22,2019 PA3W-A_00 42 43_Bid Proposal_DAP.xlsm
No Lights_Unit Price
DAP-BID PROPOSAL
Page 5 of 5
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
Walsh Ranch-PA3W-A
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item Unit of I Specification Bid
Description Unit Price Bid Value
No. Measure Section No. Quantity
Bid Summary
UNIT I:WATER IMPROVEMENTS $291,092.00
UNIT II:SANITARY SEWER IMPROVEMENTS $1,049,253.00
UNIT III: DRAINAGE IMPROVEMENTS $892,145.00
UNIT IV: PAVING IMPROVEMENTS $652,542.00
Total Construction Bid $2,885,032.00
This Bid is submitted by the entity named below:
BIDDER: BY: BROCK HUGGINS
CONATSER CONSTRUCTION TX,L.P.
5327 WICHITA ST. ! —
s.
TITLE: Preident
FORT WORTH.TX 76119 DATE: 7-20-2022
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 120 working days after the date when the
CONTRACT commences to run as provided in the General Conditions.
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version May 22,2019 PA3W-A_00 42 43_Bid Proposal_DAP.xlsm
Lights_Unit Price
DAP-BID PROPOSAL
Page 1 of 2
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
Walsh Ranch-PA3W-A
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item Unit of Specification Bid
Description Unit Price Bid Value
No. Measure Section No. Quantity
UNIT V:STREET LIGHTING IMPROVEMENTS
1 9999.0008 Furnish/Install Walsh Ranch 14'Street EA 00 00 00
Light Pole&LED Fixture 16 $4,800.00 $76,800.00
2 3441.1733 Rdwy Illum Foundation TY 11 EA 3441 20 16 $1,300.00 $20,800.00
3 3441.1408 NO 6 Insulated Elec Condr LF 3441 10 7,596 $8.00 $60,768.00
4 2605.3015 2"CONDT PVC SCH 80(T) LF 26 05 33 2,532 $15.00 $37,980.00
5 3441.1501 Ground Box Type B EA 3441 10 13 $950.00 $12,350.00
3441.1771 Furnish/Install 120-240 Volt Single Phase
6 Metered Pedestal EA 34 41 20 1 $9,500.00 $9,500.00
7
8
9
10
11
12
13
14
15
16
17
18 _
19 _
20
TOTAL UNIT V:STREET LIGHTING IMPROVEMENTS $218,198.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version May 22,2019 PA3W-A_00 42 43_Bid Proposal_DAP.xlsm
Lights_Unit Price
DAP-BID PROPOSAL
Page 2 of 2
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
Walsh Ranch-PA3W-A
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item Unit of Specification Bid
Description Unit Price Bid Value
No. Measure Section No. Quantity
Bid Summary
UNIT V:STREET LIGHTING IMPROVEMENTS $218,198.00
Total Construction Bid $218,198.00
This Bid is submitted by the entity named below:
BIDDER: BY: BROCK�HUGG_I_NS
CONATSER CONSTRUCTION TX,L.P.
5327 WICHITA ST.
TITLE: Preident
FORT WORTH.TX 76119 DATE: 7-20-2022
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 2 W working days after the date when the
CONTRACT commences to run as provided in the General Conditions.
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version May 22,2019 PA3W-A_00 42 43_Bid Proposal_DAP.xlsm
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ESCROW AGREEMENT
Escrow No. 3002-369292 AMESC
(Water, Sewer, Paving, Storm Drain)
THIS ESCROW AGREEMENT (the "Agreement"), entered into by and among Quail
Valley Devco VLO, LLC, ("Developer"), the City of Fort Worth, a Texas municipal corporation
("Fort Worth") and American Escrow Company, a Texas corporation ("Escrow Agent") is to
witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Walsh Ranch - Quail Valley — Planning Area 3 West —Phase A (CFA# CFA22-
0021, City Project Number 103935, IPRC Number IPRC22-0026) 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 water, sewer, paving and storm drain 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 Million Six Hundred and Six
Thousand Two Hundred Ninety and No Cents ($3,606,290.00), which sum represents
one hundred twenty-five percent(125%) of the estimated Developer's cost of constructing
the water, sewer, paving and storm drain 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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 1 of 10
As financial security for the full and punctual performance of the water, sewer, paving and
storm drain 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 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 water,
sewer, paving and storm drain 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) within one business day after its receipt of written notice from Fort Worth that the water,
sewer, paving and storm drain 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 water, sewer, paving and storm drain
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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 2 of 10
(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 water, sewer, paving and storm drain CFA
Obligations remain unperformed, Developer covenants and agrees that Developer will
not:
(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 water, sewer, paving and storm
drain 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 within one business day 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 water, sewer, paving and
storm drain CFA Obligations; and
(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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 3 of 10
mail to such party at the address set forth below, and shall be effective when actually
received.
To Developer:
Quail Valley Devco VLO, LLC
Attention: Seth Carpenter
400 S. Record St. Ste 1200
Dallas, TX 75202
To: Escrow Agent:
American Escrow Company
Attention: Shauna Dawson
2626 Howell Street, IOth Floor
Dallas, Texas 75204
Email: sdawson(c�republictitle.com
Phone: 214-754-7768
With a copy to: American Escrow Company
Attn: William A. Kramer
2626 Howell St., loth Floor
Dallas, Texas 75204
Email: bkramer @republictitle.com
Phone: 214-855-8850
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
Email: zz_DEVSVCS_CFAgfortworthtexas.gov
Phone: (817) 392-7810
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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 4 of 10
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
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,if any, incurred by Escrow Agent In connection with obtaining each such release
and substitution.
SECTION 9 REDUCTIONS IN SECURITY FUNDS.
(a) Notwithstanding any contrary provision in this Agreement, Developer have the
right to reductions in the Security Funds (hereinafter called a "Reduction in the
Security Funds"), in accordance with this Section 9.
(b) Every thirty (30) days, Developer may request a Reduction in the Security Funds
in accordance with Section 9-310-1 of the CFA Ordinance.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 5 of 10
(c) Developer shall provide the City of Fort Worth with written notice (the
"Withdrawal Notice")that Developer desires to obtain a Reduction in the Security
Funds in any amount less than or equal to the then-completed water, sewer, paving
and storm drain CFA Obligations as inspected or accepted by Fort Worth.
(d) A Reduction in the Security Funds may only be made after:
i. The City's inspectors have verified the amount of the Community
Facilities that have been constructed in accordance with the engineering
plans; and
ii. The City has received an affidavit and release of lien executed by the
contractor indicating that the contractor has been paid by Developer and
the contractor has paid all subcontractors and material suppliers for the
Community Facilities that have been constructed pursuant to the CFA.
(e) After the City has confirmed the amount of the Community Facilities that have been
constructed in accordance with the engineering plans and the City has received an
affidavit and release of lien from the contractor for the Community Facilities that
have been constructed, then the Security Funds may be reduced to an amount that
is no less than one hundred twenty-five percent (125%) of the value of the
Community Facilities that are remaining to be constructed.
SECTION 10. NON-ASSIGNABILITY 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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 6 of 10
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
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 TO REMAIN BLANK]
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 7 of 10
ACCORDINGLY,the City of Fort Worth,Developer and Escrow Agent have each caused
this instrument to be executed 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
Quail Valley Devco VLO, LLC
Dana Bura doff
Dana Burgh doff 5ep 13,202211:53 CDT)
Dana Burghdoff Set arpenter(,Aug 31,202218:24 CDT)
Assistant City Manager Name: Seth Carpenter
Title: Vice President
Date: Sep 13, 2022
Date: Aug 31, 2022
Approved at to Form &Legality:
ESCROW AGENT
4K2, American Escrow Company, a Texas
Richard A.McCracken(Sep 13,202211:52 CDT) Corporation
Richard A. McCracken
Sr. Assistant City Attorney
M&C No. NSA IVICGI,I)W,l A9-g)W21--
William A.Kramer(Sep 12,202210:37 CDT)
Date: Name: William A. Kramer
Title: Executive Chairman
ATTEST:
Date: Sep 12, 2022
;,7G1l71?G��"2 cl C7000�GZCC
Jannette S.Goodall(Sep 14,2022 13:44 CDT) Contract Compliance Manager
Jannette Goodall �o�FORT a� By signing I acknowledge that I am the
a
City Secretary �� *� o
° 0 � person responsible for the monitoring and
�o ���d administration of this contract, including
o8=� ensuring all performance and reporting
* requirements.
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Zj?EXA`robAp wuc --scarce-tMaraCek
Janie Scarlett Morales(Sep 12,202222:07 CDT)
Janie S. Morales
Development Manager
I0IAL RECORD
CITY SECRETARY
City of Fort Worth, Texas FT INORTH,TX
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 8 of 10
ATTACHMENT "I"
Changes to Standard Agreement
Escrow Pledge Agreement
PROVISIONS CONCERNING ESCROW AGENT
(a). Wire Transfers and Wire Transfer Verifications: All monetary funds to be held in
escrow pursuant to this Escrow Agreement are to be sent to Escrow Agent by
Federal wire transfer. The parties acknowledge that they may be charged fees by
their banks in connection therewith. Automated Clearing House (ACH)transfers,
wires or checks will not be accepted as monetary funds to be held in escrow.
Escrow fees may be paid by check or Federal wire. If requested by a party,
Escrow Agent will make disbursements by check and send such checks by regular
mail, or certified mail in accordance with the notice provisions hereof. Federal
wire transfers of monetary disbursements by Escrow Agent must be verified by a
phone call from a representative of Escrow Agent to the named representative and
phone number set forth in the notice provisions hereof prior to a wire being
transmitted. Such phone call will request the party being contacted to confirm the
amount to be wired, the name of the bank to receive the wire, the American
Bankers Association (ABA)routing number of the receiving bank, the name of
the account at such bank to which the wire transfer will be credited, and the bank
identification number of such account. Escrow Agent's fee specified herein
contemplates no more than twelve (12) such Federal wire transfers and
confirmations during each twelve (12)month period of this Escrow Agreement
and any wire and verification in excess thereof will be charged $150.00 each
within such twelve (12) month period, beginning on the effective date of this
Escrow Agreement.
(b) Escrow Agent is not a party to, or bound by any agreement which may be deposited
under, evidenced by, or which arises out of the foregoing instructions.
(c) Escrow Agent acts hereunder as a depository only and is not responsible or liable
in any manner whatever for the sufficiency, correctness, genuineness, or validity of
any instrument deposited with it hereunder, or with respect to the form or execution
of the same, or the identity, authority, or rights of any person executing or
depositing the same.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 9 of 10
(d) Escrow Agent shall not be required to take or be bound by notice of any default of
any person, or to take any action with respect to such default involving any expense
or liability, unless notice in writing is given to an officer of Escrow Agent of such
default.
(e) Escrow Agent shall be protected by Developer in acting upon any notice, request,
waiver, consent, receipt, or other paper or document believed by Escrow Agent in
good faith to be genuine and to be signed by the proper party or parties.
(f) Escrow Agent may consult with legal counsel in the event of any dispute or
questions as to the construction of the foregoing instructions, or Escrow Agent's
duties hereunder.
(g) Escrow Agent assumes no liability and the parties hereto consent and agree that
Escrow Agent shall have no liability for any defalcation, insolvency, receivership
or conservatorship of the depository institution (Texas Capital Bank), nor shall
Escrow Agent have any liability due to any of the parties other than Escrow Agent
filing for bankruptcy or the consequences or effect of such a bankruptcy on the
funds and/or documents deposited hereunder.
(h) For its ordinary services hereunder, Escrow Agent shall be entitled to a fee of
$1,000.00, payable by Developer concurrently with its acceptance hereof.
(i) Developer further agrees that Escrow Agent assumes no liability for and is
expressly released from any claim or claims whatsoever in connection with the
receiving, retaining and delivering of the above papers and funds except to account
for payment and/or delivery made thereon. Deposit by Escrow Agent of the
instruments and funds (less its charges and expenses incurred herein) comprising
this escrow in Court, shall relieve Escrow Agent of all further responsibility and
liability, and Escrow Agent is hereby expressly authorized after filing a petition
with the court and depositing the funds with the court to disregard in its sole
discretion any and all notices or warnings given by any of the parties hereto, or by
any other person or corporation, but the said Escrow Agent is hereby expressly
authorized to regard and to comply with and obey any and all orders,judgments or
decrees entered or issued by any court with jurisdiction. In case of any suit or
proceeding regarding this escrow to which Escrow Agent is or may be at any time
a party, Developer agrees to indemnify and hold harmless Escrow Agent from all
loss, costs or damages incurred, including but not limited to attorneys' fees, by
reason of this Agreement or the subject matter hereof or any cause of action which
may be filed in connection therewith and to pay Escrow Agent, upon demand all
such costs, fees and expenses so incurred.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 10 of 10
ESCROW AGREEMENT
Escrow No. 3002-370578 AMESC
(Street Light)
THIS ESCROW AGREEMENT (the "Agreement"), entered into by and among Quail
Valley Devco VLO, LLC, ("Developer"), the City of Fort Worth, a Texas municipal corporation
("Fort Worth") and American Escrow Company, a Texas corporation ("Escrow Agent") is to
witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Walsh Ranch - Quail Valley — Planning Area 3 West — Phase A (CFA# CFA22-
0021, City Project Number 103935, IPRC Number IPRC22-0026) 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 street light 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 Two Hundred Seventy-Two Thousand
Seven Hundred Forty- Seven Dollars and Fifty Cents ($272,747.50), which sum
represents one hundred twenty-five percent (125%) of the estimated Developer's cost of
constructing the street light 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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 1 of 10
As financial security for the full and punctual performance of the street light 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 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 street light 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) within one business day after its receipt of written notice from Fort Worth that the street
light 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 street light 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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 2 of 10
(b) Negative Covenants. So long as any of the street light CFA Obligations remain
unperformed, Developer covenants and agrees that Developer will not:
(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 street light 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 within one business day 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 street light CFA Obligations;
and
(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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 3 of 10
To Developer:
Quail Valley Devco VLO, LLC
Attention: Seth Carpenter
400 S. Record St. Ste 1200
Dallas, TX 75202
To: Escrow Agent:
American Escrow Company
Attention: Shauna Dawson
2626 Howell Street, IOth Floor
Dallas, Texas 75204
Email: sdawson(c�republictitle.com
Phone: 214-754-7768
With a copy to: American Escrow Company
Attn: William A. Kramer
2626 Howell St., loth Floor
Dallas, Texas 75204
Email: bkramer @republictitle.com
Phone: 214-855-8850
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
Email: zz_DEVSVCS_CFAgfortworthtexas.gov
Phone: (817) 392-7810
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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 4 of 10
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
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,if any, incurred by Escrow Agent In connection with obtaining each such release
and substitution.
SECTION 9 REDUCTIONS IN SECURITY FUNDS.
(a) Notwithstanding any contrary provision in this Agreement, Developer have the
right to reductions in the Security Funds (hereinafter called a "Reduction in the
Security Funds"), in accordance with this Section 9.
(b) Every thirty (30) days, Developer may request a Reduction in the Security Funds
in accordance with Section 9-310-1 of the CFA Ordinance.
(c) Developer shall provide the City of Fort Worth with written notice (the
"Withdrawal Notice")that Developer desires to obtain a Reduction in the Security
Funds in any amount less than or equal to the then-completed street light CFA
Obligations as inspected or accepted by Fort Worth.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 5 of 10
(d) A Reduction in the Security Funds may only be made after:
i. The City's inspectors have verified the amount of the Community
Facilities that have been constructed in accordance with the engineering
plans; and
ii. The City has received an affidavit and release of lien executed by the
contractor indicating that the contractor has been paid by Developer and
the contractor has paid all subcontractors and material suppliers for the
Community Facilities that have been constructed pursuant to the CFA.
(e) After the City has confirmed the amount of the Community Facilities that have been
constructed in accordance with the engineering plans and the City has received an
affidavit and release of lien from the contractor for the Community Facilities that
have been constructed, then the Security Funds may be reduced to an amount that
is no less than one hundred twenty-five percent (125%) of the value of the
Community Facilities that are remaining to be constructed.
SECTION 10. NON-ASSIGNABILITY 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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 6 of 10
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
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 TO REMAIN BLANK]
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 7 of 10
ACCORDINGLY,the City of Fort Worth,Developer and Escrow Agent have each caused
this instrument to be executed 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
Quail Valley Devco VLO, LLC
Dana Bura doff
Dana Burghdoff(5ep 13,202211:53 CDT)
Dana Burghdoff Set arpenter(Aug 31,202218:24 CDT)
Assistant City Manager Name: Seth Carpenter
Title: Vice President
Date: Sep 13, 2022
Date: Aug 31, 2022
Approved at to Form &Legality:
ESCROW AGENT
American Escrow Company, a Texas
Richard A.McCracken(Sep 13,202211:52 CDT) Corporation
Richard A. McCracken
Sr. Assistant City Attorney
M&C No. NSA G lzlll)V,4 /0-9)V 1-
William A.Kramer(Sep 12,2022 10:37 CDT)
Date: Name: William A. Kramer
Title: Executive Chairman
ATTEST:
Date: Sep 12, 2022
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Jannette S.Goodall(Sep 14,202213:44 CDT) Contract Compliance Manager
Jannette Goodall ��do���� By signing I acknowledge that I am the
City Secretary ��FFORT�aZ person responsible for the monitoring and
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T11. ° %oA,� ensuring all performance and reporting
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,p Janie Scarlett Morales(Sep 12,202222:07 CDT)
a.Q nEXASaAp Janie S. Morales
Development Manager
OFFICIAL RECORD
CITY SECRETARY
City of Fort Worth, Texas FT.WORTH,TX
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 8 of 10
ATTACHMENT "I"
Changes to Standard Agreement
Escrow Pledge Agreement
PROVISIONS CONCERNING ESCROW AGENT
(a). Wire Transfers and Wire Transfer Verifications: All monetary funds to be held in
escrow pursuant to this Escrow Agreement are to be sent to Escrow Agent by
Federal wire transfer. The parties acknowledge that they may be charged fees by
their banks in connection therewith. Automated Clearing House (ACH)transfers,
wires or checks will not be accepted as monetary funds to be held in escrow.
Escrow fees may be paid by check or Federal wire. If requested by a party,
Escrow Agent will make disbursements by check and send such checks by regular
mail, or certified mail in accordance with the notice provisions hereof. Federal
wire transfers of monetary disbursements by Escrow Agent must be verified by a
phone call from a representative of Escrow Agent to the named representative and
phone number set forth in the notice provisions hereof prior to a wire being
transmitted. Such phone call will request the party being contacted to confirm the
amount to be wired, the name of the bank to receive the wire, the American
Bankers Association (ABA)routing number of the receiving bank, the name of
the account at such bank to which the wire transfer will be credited, and the bank
identification number of such account. Escrow Agent's fee specified herein
contemplates no more than twelve (12) such Federal wire transfers and
confirmations during each twelve (12)month period of this Escrow Agreement
and any wire and verification in excess thereof will be charged $150.00 each
within such twelve (12) month period, beginning on the effective date of this
Escrow Agreement.
(b) Escrow Agent is not a party to, or bound by any agreement which may be deposited
under, evidenced by, or which arises out of the foregoing instructions.
(c) Escrow Agent acts hereunder as a depository only and is not responsible or liable
in any manner whatever for the sufficiency, correctness, genuineness, or validity of
any instrument deposited with it hereunder, or with respect to the form or execution
of the same, or the identity, authority, or rights of any person executing or
depositing the same.
(d) Escrow Agent shall not be required to take or be bound by notice of any default of
any person, or to take any action with respect to such default involving any expense
or liability, unless notice in writing is given to an officer of Escrow Agent of such
default.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 9 of 10
(e) Escrow Agent shall be protected by Developer in acting upon any notice, request,
waiver, consent, receipt, or other paper or document believed by Escrow Agent in
good faith to be genuine and to be signed by the proper party or parties.
(f) Escrow Agent may consult with legal counsel in the event of any dispute or
questions as to the construction of the foregoing instructions, or Escrow Agent's
duties hereunder.
(g) Escrow Agent assumes no liability and the parties hereto consent and agree that
Escrow Agent shall have no liability for any defalcation, insolvency, receivership
or conservatorship of the depository institution (Texas Capital Bank), nor shall
Escrow Agent have any liability due to any of the parties other than Escrow Agent
filing for bankruptcy or the consequences or effect of such a bankruptcy on the
funds and/or documents deposited hereunder.
(h) For its ordinary services hereunder, Escrow Agent shall be entitled to a fee of
$1,000.00, payable by Developer concurrently with its acceptance hereof.
(i) Developer further agrees that Escrow Agent assumes no liability for and is
expressly released from any claim or claims whatsoever in connection with the
receiving, retaining and delivering of the above papers and funds except to account
for payment and/or delivery made thereon. Deposit by Escrow Agent of the
instruments and funds (less its charges and expenses incurred herein) comprising
this escrow in Court, shall relieve Escrow Agent of all further responsibility and
liability, and Escrow Agent is hereby expressly authorized after filing a petition
with the court and depositing the funds with the court to disregard in its sole
discretion any and all notices or warnings given by any of the parties hereto, or by
any other person or corporation, but the said Escrow Agent is hereby expressly
authorized to regard and to comply with and obey any and all orders,judgments or
decrees entered or issued by any court with jurisdiction. In case of any suit or
proceeding regarding this escrow to which Escrow Agent is or may be at any time
a party, Developer agrees to indemnify and hold harmless Escrow Agent from all
loss, costs or damages incurred, including but not limited to attorneys' fees, by
reason of this Agreement or the subject matter hereof or any cause of action which
may be filed in connection therewith and to pay Escrow Agent, upon demand all
such costs, fees and expenses so incurred.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE
Page 10 of 10