HomeMy WebLinkAboutContract 49122 CITY SECRETARY
CONTRACT NO, .!2Z Z
COMPLETION AGREEMENT—LENDER FUNDED
This Completion Agreement("Agreement)is made and entered into by and among the City
of Fort Worth ("City"), and GBR Realty, Ltd., a Texas Limited Company ("Developer"), and
Liberty Bank ("Lender"), effective as of the date subscribed by the City's City Manager or
Assistant City Manager. The City,the Developer and the Lender are hereinafter collectively called
the "Parties".
WITNESSETH:
WHEREAS, the Developer owns that certain tract of real property that contains
approximately 22.35 acres that is located in the City, the legal description of which tract of real
property is marked Exhibit "A"—Legal Description, attached hereto and incorporated herein for
all purposes ("Property"); and
WHEREAS, the Developer intends to develop the Property as an addition to the City
through plat FP-16-002: and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development of Ridgeview Estates Addition-Phase 3 ("CFA"); and
WHEREAS, the City has required certain assurances of the availability of funds to
complete the water and sewer utilities, streets/paving, storm drain, street lights and street signs for
the development of the Property ("Improvements"), and
WHEREAS, in order to provide such assurances as have been required by the City, the
Lender has agreed to advance certain funds to the City for Hard Costs (which term is hereinafter
defined)subject to,and in accordance with,the terms,provisions and conditions of this Agreement;
and
WHEREAS, the Developer has granted to the Lender as additional security for the Loan
(which term is hereinafter defined) a security interest in all plans and specifications for the
development of the Property (collectively, the "Plans"); and
WHEREAS, the Parties desire to set forth the terms and conditions of such
accommodations as are described above.
NOW THEREFORE,for and in consideration of the benefits to be derived from the mutual
observance by the Parties of the terms and conditions hereof, and for and in consideration of Ten
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded OFFICIAL RECORD
CFA Official Release Date:07.01.2015 CITY S5CRI1TAR'Y
Page 1 of 14
FT.WORTH,TX
Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
1. Recitals. The foregoing recitals are true, correct and complete and constitute the
basis for this Agreement and they are incorporated into this Agreement for all purposes.
2. The Completion Amount. The City and the Developer agree that the Hard Costs
required to complete the Improvements in the aggregate should not exceed the sum of One million
five hundred seventeen thousand nine hundred twenty two and 20/100 Dollars ($1,517,922.20),
hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged
that the actual costs of completion of the Improvements may vary as a result of change orders
agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the
Completion Amount as used herein.
3. Adjustments to the Completion Amount. The Lender may from time to time make
advances to the Developer for the development of the Property under the development loan that
has been made by the Lender to the Developer for the purpose of financing the costs of constructing
the Improvements for the Property (the "Loan") subject to, and in accordance with, the terms,
conditions and provisions of the Loan Documents (which term is hereinafter defined) evidencing
and securing the Loan. Some of those advances shall be for Hard Costs as specified in the
"Approved Budget" relating to the Loan, a copy of which Approved Budget is marked Exhibit
"B", attached hereto and incorporated herein for all purposes, with the Hard Costs line items
highlighted. The term"Hard Costs" shall mean the actual costs of construction and installation of
the Improvements. To the extent that advances under the Loan are for the payment of Hard Costs,
the Completion Amount shall be deemed reduced, dollar for dollar. The Lender may withhold
statutory retainage from any advances under the Loan or pursuant to this Agreement. All such
retainage withheld, to the extent it is attributable to Hard Costs, shall also reduce the Completion
Amount dollar for dollar. All retainage withheld by the Lender for Hard Costs that are advanced
to the City pursuant to this Agreement shall be released to the City as provided in the Texas
Property Code upon expiration of the statutory retainage period.
4. Completion by the Developer. The Developer agrees to complete the
Improvements on or before the date for completion that is established in the Loan Documents plus
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 2 of 14
thirty (30) days (the "Completion Date"), in accordance with the CFA, the Plans approved by the
Lender and the City and all documents evidencing or securing the Loan (collectively, the "Loan
Documents"). For the purposes of this Agreement, the development of the Property shall be
deemed complete upon acceptance by the City of the Improvements. The City shall promptly
notify the Lender and the Developer upon such acceptance.
5. Completion by the City. In the event that either: (A) the development of the
Property is not completed by the Completion Date for any reason whatsoever,or(B)the Developer
is in default under the Loan, then the Lender, at its sole option, may request the City to complete
development. The City may, at its sole option and at the cost and expense of the Developer, within
10 days from receipt of Lender's request, notify Lender that it will undertake to complete the
Improvements and the City shall then commence, pursue, and complete the Improvements in a
reasonably timely, diligent and workmanlike manner in accordance with the Plans, subject to the
terms of this Agreement. The Lender and the Developer agree that the City may use the Plans as
necessary to complete the Improvements.
If the City does not timely elect to complete the construction of the Improvements or if the
Lender does not request the City to complete construction of the Improvements, then the Lender
may at its election terminate this Agreement, or at its option, proceed to complete the
Improvements, or foreclose on any of its collateral, or take any and all such action as may be
provided under the Loan Documents.
6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to
the City. In the event the Lender has requested the City and the City has elected to complete the
Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in
the Approved Budget within 10 days of the date that the City elected to complete and provided
Lender with written notice of such election.
The Developer hereby authorizes and instructs the Lender to make the transfer of any
remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of
notification that the City elects to complete the Improvements.
In the event the cost to complete the Improvements exceeds the moneys transferred to the
City, City shall notify Lender and Developer in writing of the need of additional funds. The
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 3 of 14
additional funds required to complete the Improvements shall be delivered to the City within 10
business days following notification to Lender and Developer. Failure to deliver the additional
funds shall relieve the City of the obligation to complete the Improvements, in which event City
shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them. Any
remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time.
7. Completion by the Lender. The Lender may, at its discretion, but shall not be
obligated to, undertake to complete the Improvements if there is any default under any Loan
Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to
complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the
Completion Amount.
8. Easements. In the event the City or the Lender undertakes the completion of the
Improvements, the Developer (and to the extent necessary the Lender) grants to the City and the
Lender open access to the Property and shall execute and deliver such temporary easements over
and across the entirety of the Property for the purpose of access and use for the completion of the
construction of the Improvements in accordance with this Agreement. To the extent requested by
the City and the Lender, written temporary construction easements in form acceptable to the City
and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph
shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents.
9. Lender's Rights. Nothing in this Agreement shall affect any portion of the Lender's
collateral for the Loan or limit or impair the Lender's right to foreclose the same or deal with the
collateral as it elects in accordance with the Loan Documents.
10. Satisfaction of the City Requirements. The City agrees that the assurances and
covenants contained in this Agreement satisfy all requirements of the City with respect to
Developer's performance bond or other financial security in connection with the development of
the Property and the completion of the Improvements that are contained in the CFA or in any other
agreement relating thereto, and the City hereby accepts the assurances and covenants contained
herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the
provisions of this Agreement shall control.
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 4 of 14
11. Termination. This Agreement shall terminate upon the earlier to occur of the
following: (a) acceptance by the City of the Improvements; (b) mutual written agreement of
all of the Parties; or(c) the reduction of the Completion Amount to zero. However, release of the
plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this
paragraph 11 shall not require the City to release the plat.
12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat
of the Property until the Improvements are completed and accepted by the City and all Hard Costs
contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence
from the Developer showing that all Hard Costs contractors have been paid, including but not
necessarily limited to lien waivers and bills paid affidavits, the City shall within a reasonable time
file the final plat for the Property in the Plat Records of the county where the Property is located.
The purpose of the City retaining the final plat of the Property as provided herein is to guarantee
the Developer's obligations under the CFA are completed.
13. Construction Contracts. Developer agrees to include in each Construction contract
that it enters into for the completion of the Improvements the following:
a.A statement that the City is not holding any security to guarantee any payment for work
performed on the Improvements;
b. A statement that the Property is private property and that same may be subject to
mechanic's and materialman's liens;
c.A requirement that each contractor contracting with the Developer release the City from
any claim that is related to the Property of the Improvements; and
d. A requirement that each contractor contracting with the Developer include in each
subcontract the statements contained in a., b., and c. above.
14. Miscellaneous.
A. Non-Assignment ofAgreement. This Agreement may not be assigned by any of the Parties
without the prior written consent of all the other Parties.
B. Notice. Any notice required or permitted to be delivered under this Agreement shall be
deemed received on actual receipt by the appropriate party at the following addresses:
(i) Notice to the City shall be addressed and delivered as follows:
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 5 of 14
City of Fort Worth
Planning and Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: CFA Division
Julie Westerman, Development Manager
Email: Julie.Westerman@fortworthtexas.gov
Confirmation Number: 817-392-2677
and/or
Attention: CFA Division
Email: cfa@fortworthtexas.gov
Confirmation Number: 817-392-2025
With a copy thereof addressed and delivered as follows:
Douglas W. Black
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Confirmation Number: 817-392-7615
(ii) Notice to the Developer shall be addressed and delivered as follows:
GBR Realty,Ltd.
7201 Hawkins View Drive
Fort Worth,Texas 76132
Email: janice@stevehawkinshomes.com
(iii) Notice to the Lender shall be addressed and delivered as follows:
Liberty Bank
3880 Hulen Street_ Suite 100
Fort Worth,Texas 76107
Email: libertydfw com
A party may change its address for notice upon prior written notice to the other parties pursuant to
the terms hereof.
City of Fort Worth, Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 6 of 14
C. Texas Law to Apply. This Agreement shall be construed under and in accordance with the
laws of the State of Texas.
D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective legal representatives, successors and assigns.
E. Legal Construction. In case any one or more of the provisions contained in this Agreement
shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in this Agreement.
F. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of
the Parties with respect to the subject matter hereof and supersedes any prior
understandings or written or oral agreements among the Parties concerning the subject
matter hereof, provided, however, that this Agreement shall not supersede, amend or
modify any of the Loan Documents or any portion thereof.
G. Amendment. This Agreement may only be amended by a written instrument executed by
all of the Parties to his Agreement.
H. Headings. The headings that are used in this Agreement are used for reference and
convenience purposes only and do not constitute substantive matters to be considered in
construing the terms and provisions of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 7 of 14
ACCORDINGLY,the City of Fort Worth, Developer and Lender have each caused this
instrument to be executed in quadruplicate in each entity's respective name by its duly
authorized signatories effective as of the date executed by the City's City Manager or his/her
designee.:
CITY OF FORT WORTH: DEVELOPE
R`Tte d,
�
2--
Jesus J Chapa Name: 5Sleve Hawkins
Assistant City Manager Title: Prdsident
r-
Date: �( 7 Date: Z� 1i
Approved as to Forin and Legality: LENDER:
Libe y Bank
r
,-All TIpO u'. Ri�,.v'RiChardYY1CCro(Veln Name: Laura S. Miller
Assistant City Attorney Title:js��-t Title: Market President
ATTEST:
O
Aar y J. K er
City Seer y J 2
Date: `CXAS
Foy 1255: /��✓�-
City of Fort Worth,Texas Cly$r lI
Standard Completion Agreement—Lender-Funded �� ?
CFA Official Release Date: 07.01.2015 --- --�"y
Page 8 of 14
Steve Hawkins, the Guarantor of the Development Loan, is executing this Completion
Agreement for the sole purpose of acknowledging that advances that are made by the Lender
pursuant to this Completion Agreement shall be deemed to be advances that are made under the
Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement
that was executed by Steve Hawkins.
GU
By:
Na kins
Title: Presided
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 9 of 14
List of Exhibits to the Completion Agreement
Attachment 1 —Changes to the Standard Completion Agreement
Exhibit A- Legal Description
Exhibit B - Approved Budget
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 10 of 14
ATTACHMENT"1"
Changes to Standard Completion Agreement
None
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 11 of 14
EXHIBIT A
METES AND BOUNDS DESCRIPTION
BEING a 22.350 acre tract of land situated in the N.B Risk Survey, Abstract Number 1913, the
N.B. Risk Survey, Abstract Number 1882, and the T. & P. Railroad Company Survey, Abstract
Number 1576, Tarrant County, Texas, being portions of the tracts of land described in the deeds
to GBR Realty, Ltd. recorded in Volume 12654, Page 2065 and Volume 14211, Page 388, Deed
Records of Tarrant County, said 22.350 acre tract of land being more particularly described as
follows:
BEGINNING at a 5/8 inch iron rod with cap stamped "Dunaway Assoc. L.P. found for the
northwest corner of Lot A, Block 3, Ridgeview Estates Addition, an addition to the City of Fort
Worth, according to the plat recorded in Cabinet A, Slide 9377, Plat Records of Tarrant County,
Texas, being the southeast corner of a Right-Of-Way Easement described in the deed to the City
of Fort Worth, recorded in Document Number D209116579, Deed Records of Tarrant County,
Texas;
THENCE with the east line of said right-of-way easement North 00°45' 05" West a distance of
540.00 feet to a 5/8 inch iron rod with cap stamped "Dunaway Assoc. L.P." found for the
northwest corner of said GBR Realty, Ltd. tract (Volume 14211, Page 388);
THENCE with the north line of said GBR Realty, Ltd. tract North 89°25' 19" East a distance of
1,518.01 feet to the northwest corner of Lot 26-A, Block 1, said Ridgeview Estates Addition;
THENCE with the west line of said Lot 26-A the following:
South 00° 31' 24"East a distance of 117.01 feet to the beginning of a non-tangent curve to
the right having a radius of 50.00 feet and a chord bearing and distance of South 03° 14' 32"
East, 64.63 feet;
Southeasterly with said curve to the right through a central angle of 80°31' 35" an arc
distance of 70.27 feet;
South 00° 31' 24"East a distance of 87.56 feet to the southwest corner of said Lot 26-A;
THENCE with the north line of said Lot 26-A North 89'28' 36"East a distance of 113.17 feet to
a 5/8 inch iron rod found for corner on the north right-of-way line of Smokey Ridge Drive (50'
right-of-way);
THENCE departing the north line of said Lot 26-A South 000 41' 36" West a distance of 180.04
to a point;
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 12 of 14
THENCE South 00°00' 45"East a distance of 329.17 feet to a 5/8 inch iron rod found for the
northeast corner of Lot 13, Block 5, said Ridgeview Estates Addition;
THENCE South 89'28' 36" West a distance of 323.29 feet to a 5/8 inch iron rod with a cap
stamped"Dunaway Assoc. L.P." found for corner on the east right-of-way line of Windy Ridge
Drive (50' right-of-way);
THENCE with said east right-of-way line North 00°31' 24" West a distance of 20.00 feet to a
point for corner;
THENCE departing said east right-of-way line South 89°28' 36" West a distance of 160.00 feet
to a 5/8 inch iron rod found for corner;
THENCE North 00°31' 24" West a distance of 56.61 feet to a 1/2 inch iron rod with a cap
stamped"RPLS 4277" found for corner;
THENCE North 21° 56' 26"East a distance of 33.48 feet to a 1/2 inch iron rod with a cap
stamped"RPLS 4277" found for corner;
THENCE North 68°38' 33" West a distance of 164.61 feet to a point on the west right-of-way
line of Water Meadows Drive for the beginning of a non-tangent curve to the right having a
radius of 400.00 feet and a chord bearing and distance of North 23°34' 34" East, 40.39 feet;
THENCE Northeasterly with said west right-of-way line and said curve to the right through a
central angle of 05°47' 16" an arc distance of 40.41 feet to the southeast corner of Lot 21, Block
3, said Ridgeview Estates Addition;
THENCE departing said west right-of-way line North 83° 16' 55" West a distance of 111.37 feet
to a point;
THENCE South 89'28' 36" West a distance of 915.14 feet to the POINT OF BEGINNING;
CONTAINING a computed area of 22.350 acres (973,566 square feet) of land.
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 13 of 14
EXHIBIT B
APPROVED BUDGET
Section I
Water $336,731.00
Sewer $344,297.00
Subtotal $681,028.00
Section II
Interior Streets $640,851.20
Storm Drains $72,143.00
Subtotal $712,994.20
Section III
Street Lights $123,900.00
Sub-total $123,900.00
TOTAL $1,517,922.20
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded
CFA Official Release Date: 07.01.2015
Page 14 of 14
FILED
In the Office of the
AMENDMENT TO Secretary of Stats of Texas
CERTIFICATE OF LIMITED PARTNERSHIP JUN 15 2005
FOR
GBR REALTY,LTD. Corporations Section
9546710
TO: Secretary of State of Texas: Filing Fee: $200.00
[TRLPA §12.01(2)]
This Amendment to Certificate of Limited Partnership is filed pursuant to Section 2.02(a) of the
Texas Revised Limited Partnership Act:
1. The name of the limited partnership filing this certificate of amendment is GBR REALTY,
LTD.. and its filing number with the Secretary of State of Texas is 9546710.
w
2. The Certificate of Limited Partnership for GBR REALTY,LTD.,filed January 22, 1997,is
amended as follows:
a. Paragraph 2 of the Certificate of Limited Partnership is amended to read as follows
in order to change the registered office and the registered agent of the limited
partnership:
2. The address of the partnership's registered office is
7755 Bellaire Drive South, Fort Worth, Texas 76132. The
name of the partnership's registered agent is STEVE
HAWKINS. The address of the agent is 7755 Bellaire Drive
South,Fort Worth,Texas 76132.
b. Paragraph 3 of the Certificate of Limited Partnership is amended to read as follows
in order to change the address of the principal office of the limited partnership:
3. The address of the principal office of the partnership
where records are required to be kept or made available is
7755 Bellaire Drive South,Fort Worth,Texas 76132.
C. Paragraph 4 of the Certificate of Limited Partnership is amended to read as follows
i n order to change the name,mailing address,and street address ofthe business of the
initial general partner and to add the name,mailing address,and street address of an
additional general partner:
4. The name, mailing address, and street address of the
business of each general partner of the partnership are as
follows:
Cert;6cale of Amendment for GBR Realty,Ltd.(R!\9T0RTGWWAWKIN8IGBR REALTYILPCeItAmend.wpd) Page 162
NAME OF GENERAL PARTNER MAILING ADDRESS BUSINESS DDRESS
Steve Hawkins Custom Homes, Ltd. 7755 Bellaire Drive South 7755 Bellaire Drive South
Fort Worth, TX 76132 Fort Worth,TX 76132
SJ SHCH, LLC 7755 Bellaire Drive South 7755 Bellaire Drive South
Fort Worth,TX 76132 Fort Worth, TX 76132
3. The street address of the partnership's registered office and the street address of the business
office of its registered agent,as changed by this certificate of amendment,will be the same.
4. The changes stated in this certificate of amendment were authorized by the limited
partnership.
S. This certificate of amendment shall be effective when filed with the Secretary of State of
Texas
Dated: June ' ,2005.
GBR REALTY,LTD.
By its two General Partners:
STEVE HAWKINS CUSTOM HOMES, LTD.,
a Texas limited partnership
By: Its General Partner,
SJ SHCH,LLC,
a Texas lim' liab `ty com any
` c- e
ins,President
and
SJ SHCHtLTexas im'ted lia lity company
By: r
P ident
Cettiftcate d Amendment fot GBR Realty,Ltd (14AST0R%GW\HAWKrNS\G9R REALTY\LPCeitAmend.wpd) Page 2 of 2
EXHIBIT "A"
LIMITED PARTNERSHIP AGREEMENT
OF
GBR REALTY, LTD.
Effective as of July 26,2005
General Partners
Names and
Addresses Interests
STEVE HAWKINS CUSTOM HOMES, LTD 1.50%
7755 Bellaire Dr.South
Fort Worth, Texas 76132
SJ SHCH,LLC 0%
7755 Bellaire Dr.South
Fort Worth,Texas 76132 -
Limited Partners
Names and
Addresses Interests
Kimberly A.,Julie E.,and Laura M.Hawkins Trust 48.50%
Steve Hawkins,Trustee
7755 Bellaire Dr.South.
Fort Worth,Texas 76132
Steve and Janice Hawkins 50.00%
7755 Bellaire Dr.South
Fort Worth,Texas 76132
TOTALS 100.000%
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee
Title
This form is N/A as No City Funds are associated with this Contract
Printed Name gnature
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