HomeMy WebLinkAboutContract 57649-A2Date Received: 5/26/2023
City Secretary
Time Received: 3:00 p.m. Contract Number: 57649-A2
SECOND AMENDMENT TO CITY SECRETARY CONTRACT NUMBER 57649
A COMMUNITY FACILITIES AGREEMENT AND ESCROW AGREEMENT
BETWEEN THE CITY OF FORT WORTH, GABRIEL SOUTHWEST, LLC,
TITLE PARTNERS, LLC, STANDARD CHISHOLM TENANT, LP,
DHIC — CHISHOLM TRAIL, LLC AND PERCH ACQUISITIONS LLC
This SECOND AMENDMENT TO CITY SECRETARY CONTRACT NUMBER
57649 ("Second Amendment") is made and entered into by and between the City of Fort Worth
("City"), a home -rule municipal corporation of the State of Texas, Gabriel Southwest, LLC
("Developer"), a Texas limited liability company, Title Partners, LLC a Texas limited liability
company ("Lender"), Standard Chisholm Tenant, LP, a Texas limited partnership ("Standard"),
DHIC — Chisholm Trail, LLC, a Delaware limited liability company ("DHIC"), and Perch
Acquisitions LLC ("Perch").
WHEREAS, the City and Developer entered into a Community Facilities Agreement for
the construction of public infrastructure improvements for a Project generally described as Water,
Sanitary Sewer, Paving, Drainage, and Street Light Improvements to Serve McPherson Addition
Multifamily Development, City Project Number 103716, ("CFA"); and
WHEREAS, City, Developer and Lender executed an escrow agreement as Developer's
financial guarantee for the CFA ("Escrow Agreement"); and
WHEREAS, the CFA and the Escrow Agreement are filed with the City Secretary as City
Secretary Contract Number 57649; and
WHEREAS, the CFA and the Escrow Agreement were amended to give Standard, DHIC
and Perch the right to complete some or all of the Improvements under certain circumstances, City
Secretary Contact Number 57649-A1; and
WHEREAS, Change Order Numbers 1 and 2 were previously executed to revise the water
and sewer Improvements and remove all the paving and drainage Improvements; and
WHEREAS, Developer desires to amend the CFA to remove the storm drain and paving
Improvements in order to construct the storm drain and paving Improvements pursuant to a
separate community facilities agreement that was previously executed for the Paving, Drainage
and Street Light Improvements to Serve McPherson Addition Multifamily Development Project
(City Project Number 103717, City Secretary Contract Number 57678); and
WHEREAS, Developer desires to reduce the amount of the Escrow Agreement to reflect
the removal of the storm drain and paving Improvements;
OFFICIAL RECORD
City of Fort Worth, Texas CITY SECRETARY
Second Amendment to City Secretary Contract No. 57649 FT. WORTH, Tx
Page 1 of 6
NOW THEREFORE, City, Developer, Lender, Standard, DHIC and Perch, acting herein
by and through their duly authorized representatives, enter into the following agreement, which
amends City Secretary Contract No. 57649:
1.
Section 3 of the CFA is amended in its entirety to be and read as follows:
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:
❑x
Exhibit A: Water
❑x
Exhibit A-1: Sewer
❑
Exhibit B: Paving
❑
Exhibit B-1: Storm Drain
❑
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.
2.
Section 36 of the CFA is amended in its entirety to be and read as set forth in Exhibit A of
this Second Amendment, which is attached hereto and incorporated herein by reference.
3.
Exhibits B and B-1, and the Cost Estimates for the storm drain and paving Improvements
of the CFA are deleted in their entirety.
4.
Section 9 of the Escrow Agreement is amended to add subsection (f) to be and read as
follows:
(f) In connection with amending the CFA to remove the paving and storm drain
Improvements, Developer may reduce the Escrow Agreement to $3,617,029.63
City of Fort Worth, Texas
Second Amendment to City Secretary Contract No. 57649
Page 2 of 6
5.
a. All other provisions of City Secretary Contract Number 57649 which are not expressly
amended herein, shall remain in full force and effect.
b. All terms in this Second Amendment that are capitalized, but not defined, shall have the
meanings ascribed to those terms in City Secretary Contract Number 57649.
[SIGNATURES ON FOLLOWING PAGES]
City of Fort Worth, Texas
Second Amendment to City Secretary Contract No. 57649
Page 3 of 6
IN TESTIMONY WHEREOF, the City and Developer have executed this Second
Amendment to be effective on the date signed by the City's Assistant City Manager.
CITY OF FORT WORTH DEVELOPER
zana mwmo F dean �G�f�i�fge
Dana Burghdoff (M y 25, 202 2 :05 CDT) Dean Eldridge (May 15, 213 09:21 CDT)
Dana Burghdoff Dean Eldridge
Assistant City Manager Manager
Date: May 25, 2023 Date: May 15, 2023
Recommended by:
ESCROW AGENT
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Title Partners, LLC
Bichson Nguyen (M 2C2316:09 CDT)
Dwayne Hollars / Bichson Nguyen
Contract Compliance Specialist
�—
Development Services
Debby Moore (May 25,2023 16:01 CDT)
Debby Moore
Approved as to Form & Legality:
Lending Agent
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Richard A. McCracken (May 25, 2023 16:33 CDT)
Date: May 25, 2023
Richard A. McCracken
Sr. Assistant City Attorney
M&C No.
Date: May 25, 2023
Form 1295:
Contract Compliance Manager:
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By signing, I acknowledge that I am the
ATTEST:
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person responsible for the monitoring and
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administration of this contract, including all
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performance and reporting requirements.
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Jannette Goodall
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City Secretary
Rebecca Diane Owen (May 25, 202316:13 CDT)
Name: Rebecca Diane Owen
Title: Development Manager
City of Fort Worth, Texas
Second Amendment to City Secretary Contract No. 57649
Page 4 of 6
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Agreed and acknowledged:
STANDARD CHISHOLM TENANT, LP
a Texas limited partnership
By OJALA CHISHOLM GP, LLC,
a Delaware limited liability company
nwu4 SMZW121
By:
Daniel Smith (May 15, 2023 09:24 CDT)
Name: Daniel Smith
Its: Vice President
DHIC — CHISHOLM TRAIL, LLC
By: DHI Communities, Inc.,
a Delaware corporation,
its sole member
SGoff Pefroncik
Scott Petrencik (May 25, 2023 11:21 CDT)
By:
Name: Bill W. Wheat
Title: Chief Financial Officer
Perch Acquisitions LLC
By e ?
Name: Elizabeth Good
Its: President
City of Fort Worth, Texas
Second Amendment to City Secretary Contract No. 57649
Page 5 of 6
EXHIBIT A
36.
Cost Summary Sheet
Project Name: Water, Sanitary Sewer, Paving, Drainage and street Light Improvements to Serve
McPherson Addition Multifamily Development
CFA No.: CFA21-0161 City Project No.: 103716 IPRC No.: IPRC21-0119
Items
A. Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sewer Construction Total
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Signals
TPW Construction Cost Total
Total Construction Cost (excluding the fees):
Estimated Construction Fees:
C. Construction Inspection Service Fee
D. Administrative Material Testing Service Fee
E. Water Testing Lab Fee
Total Estimated Construction Fees:
Financial Guarantee Options, choose one
Bond = 100%
Completion Aqreement = 100% / Holds Plat
Cash Aqreement Water/Sanitary Sewer= 125%
Cash Escrow Pavinq/Storm Drain = 125%
Letter of Credit = 125%
'Numbers above included executed Change Orders 1 & 2
City of Fort Worth, Texas
Second Amendment to City Secretary Contract No. 57649
Page 6 of 6
Developer's Cost
$ 1,141,063.70
$ 1,752,560.00
$ 2,893,623.70
$ 2,893,623.70
$82,500.00
$6,615.00
$1, 050.00
$ 90,165.00
Choice
Amount (Mark one)
$ 2,893,623.70
$ 2,893,623.70
$ 3,617,029.63 X
$ 3,617,029.63