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HomeMy WebLinkAboutContract 26911 A- .•. T i COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. WHEREAS, Sheffield Development Company, hereinafter called "Developer", desires to make certain improvements to Heritage Addition, Phase 2C, an addition to the City of Fort Worth, Texas; and WHEREAS, the said Developer has requested the City of Fort Worth, a municipal corporation of Tarrant and Denton Counties, Texas, hereinafter called "City", to do certain work in connection with said improvements; NOW, THEREFORE, KNOW ALL BY THESE PRESENTS: That said Developer, acting herein by and through Gary Sheffield, its duly authorized President and the City, acting herein by and through Mike Groomer, its duly authorized Assistant City Manager, for and in consideration of the covenants and conditions contained herein, do hereby agree as follows: SECTION ONE COMMUNITY FACILITIES AGREEMENT to install WATER AND SEWER SERVICES for HERITAGE ADDITION, PHASE 2C A. The City agrees to permit the Developer to let a contract for, in accordance with its accepted practices, ordinances, regulations, and the provisions of the City Charter, and subject to the requirements of the City's Charter, and subject to the requirements of the City's Policies and Regulations for Installation of Community Facilities, all as current at the time of installation: WATER FACILITIES serve the lots as shown on the attached Exhibit A , and SANITARY SEWER FACILITIES to serve the lots as shown on the attached Exhibit A-1 all in accordance with plans and specifications to be prepared by private engineers employed by the Developer and approved by the Water Department. B. The City agrees to allow the Developer to install, at his expense, at the time all other water mains in this addition are installed, a service line for each lot as shown on the attached Exhibit A . The estimated cost of these service lines is $ 77,700. The City agrees to record the location of each said service line in respect to the corner of the lot served, and to retain said records in its possession. C. The construction cost of the water facilities herein concerned, exclusive of service lines and engineering is estimated to be Three Hundred Fifty- Nine Thousand, One Hundred Sixty-Three Dollars $3( 59,163) . D. The City agrees to allow the Developer to install, at his expense, at the time all other sanitary sewer mains in this addition are installed, a service line for each lot as shown on the attached Exhibit A-1 . The estimated cost of these service lines is $ 77,700. The City agrees to record the location of each said service line in respect to the corner of the lot served, and to retain said records in its possession. E. The construction cost of the sanitary sewer facilities to be installed hereunder, exclusive of service lines and engineering, is estimated to be Three Hundred and Fifty Thousand, Seven Hundred Eighty-Nine Dollars ($350,789). I-1 PROJECT NAME: HERITAGE ADDITION, PHASE 2C F. Prior to allowance of the construction contract by Developer, the Developer agrees to provide acceptable financial guarantee to the city for 100 percent of the construction of the construction costs along with payment of any Ordinance costs and fees that are applicable. Prior to the award of the construction contract by the City or the commencing of any work by the City or its contractors, the Developer agrees to pay to the City: (1) (a) One Hundred percent (100%) of the Developer's cost of all water and sanitary sewer facilities within the development, exclusive of engineering and service costs, sized to provide water and sanitary sewer service within the development. (b)One hundred percent (100%) of the Developer's cost of all approach water and sanitary sewer facilities outside the limits of the development sized to provide water and sanitary sewer service to the development. (c)One hundred percent (100%) of the Developer's cost of any approach water main facility or water facility within the development that is 8-inches in size for non-industrial development and 12-inches in size for industrial development. (d)One hundred percent (100%) of the Developer's cost of any approach sanitary sewer main facility or sanitary sewer facility within the development that is 8-inches in size. (2) An additional ten percent (10%) of the total of the Developers cost of these water and sanitary sewer facilities, exclusive of cost of service lines, is required for design engineering if such engineering is performed by the City at the Developer's request. (3) One hundred percent (100%) of the Developer's cost of all service lines, estimated under 1-B and 1-D above, in accordance with the provisions of the current Fort Worth City Code. (4) A construction Inspection Fee equal to two (2%) of the Developer's actual cost share of the construction cost (including all services) of the water and/or sanitary sewer facilities. G. The distribution of estimated construction cost between the City and the Developer, as per paragraph 1-F above, for all water and sanitary sewer facilities to be constructed hereunder is estimated as follows: I-2 PROJECT NAME: HERITAGE ADDITION, PHASE 2C (1) WATER FACILITIES : Estimated ** Developer Estimated Total Cost City Cost Cost (a) Mains, Within Development $ 301,325 $ 57,838 $ 359,163 Approach $ -0- $ -0- $ -0- (b) Easements* $ -0- $ -0- $ -0- (c) Services 259 - single 1") $ 77,700 $ -0- $ 77,700 (d)Park Participation $ -0- $ -0- $ -0- Sub-Totals, Water $ 379,025 $ 57,838 $436,863 (2) SANITARY SEWER FACILITIES: (a) Development $ 335,444 $ 15,345 $ 350,789 Approach $ -0- $ -0- $ -0- (b) Easements * $ -0- $ -0- $ -0- (c) Services ( 259 -4") $ 77,700 $ -0- $ 77,700 (d)Park Participation $ -0- $ -0- $ -0- Sub-Totals, Sewer $ 413,144 $ 15,345 $ 428,489 (3) TOTAL CONSTRUCTION COST: $ 792,169 $ 73,183 $ 865,352 (4) CONSTRUCTION INSPECTION FEE : $ 15,843 $ 1,464 $ .17,307 *to be dedicated by the developer. ** see Page 1-4 for City Cost I-3 ** CITY PARTICIPATION BREAK-DOWN FOR: PROJECT NAME: HERITAGE ADDITION, PHASE 2C OVERSIZED WATER MAIN (Developer pays up to 8" water line; City pays the difference between 16"/8" water line, gate valve and fittings) 16"/8" Water Line ($40-$17) averaged costs 2,110 L.F. x $23 = $ 48,530 16"/8" Gate Valve ($4,500-$450) 1 Each x $ 4,050 = $ 4,050 Subtotal $ 52,580 OVERSIZED SEWER MAIN (Developer pays up to 8" sewer line; City pays the difference between 15"/8" sewer line. 15" /8" Sewer Line ($28-$25) averaged costs 4,650 L.F. x $3 = $ 13,950 The cost difference is based on estimate only. Actual refund to Developer shall be based on Water and Sewer City Participation CFA Unit Prices attached herewith on page 1-5. TOTAL CITY PARTICIPATION FOR WATER DEPARTMENT _ $52,580+ $ 13,950= $66,530 + $6,653 (10% Contingency)= $73,183 I-4 Water and Sewer City Participation CFA Unit Prices WATER Unit Price from Developer's Pay Item Unit Description Projects 1 LF 6"Water Pipe $ 15.00 2 LF 8"Water Pipe $ 17.00 3 LF 10"Water Pipe $ 24.00 4 LF 12"Water Pipe $ 26.00 5 LF 16"Water Pipe $ 40.00 6 EA 8" Gate Valve w/Cast Iron box& Lid $ 676.00 7 EA 10" Gate Valve w/Cast Iron box & Lid $ 1,182.00 8 EA 12" Gate Valve w/Cast Iron box & Lid $ 1,223.00 9 EA 16" Gate Valve w/Cast Iron box& Lid $ 6,587.00 10 TN Cast Iron/Ductile Iron Fittings $ 2,969.00 Install 1"Air&Vacuum Release Valve 11 EA w/Vault $ 3,534.00 Install 4" blow-Off w/4" Gate Valve & 12 EA Sump Manhole $ 3,624.00 SEWER Unit Price from Developer's Pay Item Unit Description Projects 1 LF 6" Sanitary Sewer Pipe $ 24.00 2 LF 8"Sanitary Sewer Pipe $ 25.00 3 LF 10" Sanitary Sewer Pipe $ 26.00 4 LF 12" Sanitary Sewer Pipe $ 27.00 5 LF 15"Sanitary Sewer Pipe $ 28.00 6 LF 18" Sanitary Sewer Pipe $ 38.00 7 LF 21" Sanitary Sewer Pipe $ 45.00 8 LF 24" Sanitary Sewer Pipe $ 48.00 9 EA Standard 4' Diameter Manhole $ 1,293.00 10 EA Standard 5' Diameter Manhole $ 3,125.00 I-5 PROJECT NAME: HERITAGE ADDITION, PHASE 2C H. The above charges do not include any front foot charges for connection to existing or proposed water and/or sanitary sewer mains constructed or to be constructed under the provisions of the "APPROACH MAIN OPTION" as described in Section III of the Policy for the "INSTALLATION OF COMMUNITY FACILITIES" adopted in September, 1992. These additional charges are as follows: 1. Applicable to this Contract in the amount of $ N/A. by Contract No. N/A dated N/A Applicable CFA Name N/A Date: N/A Number N/A I. When water facilities are installed by contract, installation of water services will be included as part of the contract. Installation of meter boxes on those services may be done by the City, after completion of construction of all relative curb and gutter work on the water facilities project site, at a cost of$70/$135 per contract-installed charge to be due and payable prior to issuance of a Work Order on the water facilities installation contract. The above charges do not apply if the Developer elects to include meter box installation as part of the contract. However, meter boxes must conform City standards. J. Within a reasonable time after completion of the above referenced facilities to be constructed by contract awarded by the Developer, provided all conditions for City participation have been met, the City agrees to pay the Developer the "Estimated City Cost" set out in 1-G above; provided, however, that said payment shall be calculated using the actual construction costs and actual service costs under the provisions of the current Fort Worth City Code, (said payment to be calculated as in 1- G above), based on actual quantities as reflected in the final estimate paid to the Contractor by the Developer and on the actual records of cost kept by the City as a part of its customary procedures. In the event the difference in the deposit and the actual costs exceeds $25, Developer agrees to pay to the City and underpayment which said adjustment might indicate as being due, and the City agrees to pay to Developer any overpayment. I-6 PROJECT NAME: HERITAGE ADDITION, PHASE 2C K. Work hereunder shall be completed within two (2) years from date hereof, and it is understood that any obligation on the part of the City to make any refunds with respect to water and/or sanitary sewer facilities shall cease upon the expiration of two (2) years from date hereof, except for refunds due from "front foot charges" on water and sanitary sewer mains, which refunds may continue to be made for a period of ten (10) years commencing on the date that approach mains are accepted by the Director. If less than 70% of the eligible collections due to the developer has been collected, the Developer may request in writing an extension of up to an additional 10 years for collection of front charges. In the event water and/or sanitary sewer facilities work is not completed within the (2) year period, City may, at its election, complete such work at Developer's expense. L. It is further agreed and understood that any additional payment required of Developer is to cover only such additional work and/or materials as may be made necessary by conditions encountered during construction, and shall not include any change in scope of the project. RECOMMEN ED: Q— Dale A. Fisseler, P.E. Water Director Date I-7 ATTACHMENT A GENERAL REQUIREMENTS A. It is agreed and understood by the parties hereto that the developer shall employ a civil engineer, licensed to practice in the State of Texas, for the design and preparation of plans and specifications for the construction of all current improvements covered by this contract, subject to Paragraph B. B. In the event the developer employs his own engineer to prepare plans and specifications for any or all current improvements, the plans and specifications so prepared shall be subject to approval by the department having jurisdiction. One (1) reproducible set of plans with 16 prints and 6 specifications for each facility shall be furnished the department having jurisdiction. It is agreed and understood that in the event of any disagreement on the plans and specifications, the decision of the Transportation/Public Works Department Director, and/or Water Department Director will be final. C. It is further agreed and understood by the parties hereto that upon acceptance by the City, title to all facilities and improvements mentioned hereinabove shall be vested at all times in the City of Fort Worth, and developer hereby relinquishes any right, title, or interest in and to said facilities or any part hereof. D. it is further agreed that the decision of the City to not collect funds for "future improvements" required in previous CFA agreements does not constitute an obligation on the part of the City to construct such "future improvements" at its expense. E. Work hereunder shall be completed within two (2) years from date hereof, and it is understood that any obligation on the part of the City to make any refunds with respect to water and/or sanitary sewer facilities shall cease upon the expiration of two (2) years from date hereof, except for refunds due from "front foot charges" on water and sanitary sewer mains, which refunds may continue to be made for a period of ten (10) years commencing on the date that approach mains are accepted by the Director. If less than 70% of the eligible collections due to the developer has been collected, the Developer may request in writing an extension of up to an additional 10 years for collection of front charges. If the construction under the Community Facilities Contract 1 shall have started within the two-year period, the life of the Community Facilities Contract shall be extended for an additional one-year period. Community Facility Contracts not completed within the time periods stated above will require renewal of the contract with all updated agreements being in compliance with the policies in effect at the time of such renewal. Developers must recognize that City funds may not be available to pay all or a portion of the normal City share for renewal contracts. It must be understood by all parties to the Community Facilities Contract that any of the facilities or requirements included in the contract that are to be performed by the developer, but not performed by the developer within the time periods stated above, may be completed by the City at the developer's expense. The City of Fort Worth shall not be obligated to make any refunds due to the developer on any facilities constructed under this agreement until all provisions of the agreement are fulfilled. F. PERFORMANCE AND PAYMENT GUARANTEES 1 . For Water and Sanitary Sewer Facilities: Performance and payment bonds, or cash deposits, acceptable to the City are required to be furnished by the developer for the installation of water and sanitary sewer facilities. a. Where the developer lets the construction contract for water and sanitary sewer facilities, performance and payment bonds shall be eposited, in the amount of one hundred percent (100%) of the estimated cost of construction, cash deposited shall be in the amount of one hundred twenty-five percent (125%), as stated in the construction contract, is required to be furnished simultaneous with execution of the construction contract. b. Where the City lets the contract, performance and payment bonds shall be deposited, in the amount of one hundred percent (100%) of the estimated cost of construction as stated in the construction contract, is required prior to issuance of a work order by the City. 4. Types of Guarantees: 2 a. Developer Bonds: Are required for the construction of water and/or sewer, the following terms and conditions shall apply: (1) The bonds will be standard developer bonds provided by a licensed surety company on forms furnished by that surety company. (2) The bonds will be subject to the review and approval by the City Attorney. (3) The bond shall be payable to the City and shall guarantee performance of the water and sewer construction contemplated under this contract and shall guarantee payment for all labor, materials and equipment furnished in connection with the water and sewer construction contemplated under this contract. (4) In order for a surety company to be acceptable, the name of the surety shall be included on the current U.S. Treasury list of acceptable sureties, and the amount of bond written by any one acceptable company shall not exceed the amount shown on the Treasury list for that company. b. Cash Deposits: A cash deposit shall be acceptable with verification and such deposit shall be made to the City of Fort Worth. The City of Fort Worth will not pay interest on any such cash deposit. (1) The cash deposit shall be adjusted to one hundred twenty five percent (125%) of the actual bid price. No contract shall be awarded and no work order shall be issued until such adjustment is made. (2) When a cash deposit is made, the additional twenty-five percent (25%) beyond the one hundred percent (100%) of the estimated developer's share represents additional funds for change orders during the course of the project. This 3 twenty five percent (25%) shall be considered the developer's change order fund. C. Escrow Pledges d. Pledge Agreements e. Letters of Credit f. Completion Agreements 5. Purpose, Term and Renewal of Guarantees: a. Developer bonds, and cash deposits furnished hereunder shall be for the purposes of guaranteeing satisfactory compliance by the developer with all requirements, terms and conditions of this agreement, including, but not limited to, the satisfactory completion of the improvements prescribed herein, and the making of payments to any person, firm, corporation or other entity with whom the developer has a direct contractual relationship for the performance of work hereunder. b. Developer shall keep said developer bonds, and/or cash deposits in full force and effect until such time as developer has fully complied with the terms and conditions of this agreement, and failure to keep same in force and effect shall constitute a default and breach of this agreement. H. The City shall assume its share of the cost of the improvements covered by this agreement along with the engineering fee only if funds are available for such participation. In the event that no funds are available for City participation, the developer shall award the contract and deposit with the City a developer bonds or cash for 100 percent of the estimated total construction cost of the improvements [plus ten percent (25%) for engineering and miscellaneous costs if the City prepares the plans]. I. On all facilities included in this agreement for which the developer awards its own construction contract, the developer agrees to follow the following procedures: 1 . If the City participates in the cost of the facilities, the construction contract must be advertised, bid and awarded in accordance with State statutes prescribing the requirements for the letting of contracts for the 4 construction of public work. This includes advertising in a local newspaper at least twice in one or more newspapers of general circulation in the county or counties in which the work is to be performed. The second publication must be on or before the tenth (10th) day before the first date bids may be submitted. The bids must be opened by an officer or employee of the City at or in an office of the City. 2. To employ a construction contractor, who is approved by the Director of the Department having jurisdiction over the facility to be so constructed, said contractor to meet City's requirements for being insured, licensed and bonded to do work in public right of way. 3. To require the contractor to furnish to the City payment, performance and maintenance bonds in the names of the City and the developer for one hundred percent (100%) of the contract price of the facility, said bonds to be furnished before work is commence. Developer further shall require the contractor to provide public liability insurance in the amounts required by the City's specifications covering that particular work. 4. To give 48 hours notice to the department having jurisdiction of intent to commence construction of the facility so that City inspection personnel will be available; and to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces, and not to install any paving, sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. 5. To secure approval by the Director of the Department having jurisdiction of any and all partial and final payments to the contractor. Said approval shall be subject to and in accordance with requirements of this agreement, and is not to constitute approval of the quantities of which payment is based. 6. To delay connections of buildings to service lines of sewer and water mains constructed under this contract until said sewer and water mains 5 and service lines have been completed to the satisfaction of the Water Department. 7. It is expressly understood by and between the developer and the City of Fort Worth, that in the event the developer elects to award one single construction contract for storm drainage and pavement, said contract shall be separated in the bidding and City participation, if any, shall be limited to the lowest possible combination of bids as if each of the above were awarded as separate contracts. J. Anything to the contrary herein notwithstanding, for and in consideration of the promises and the covenants herein made by the City, the developer covenants and agrees as follows: 1 . The developer shall make separate elections with regard to water and/or sanitary sewer facilities, storm drainage, street improvements and street lights as to whether the work prescribed herein shall be performed by the City, or by its contractor, or by the developer, through its contractor. Each separate election shall be made in writing and delivered to City no later than six (6) months prior to the expiration of this agreement. In the event any of such separate elections has not been made and delivered to City by such date, it shall be conclusively presumed that the developer has elected that such work be performed by the City in accordance with all of the terms of this agreement, and in particular Paragraph V-F hereof. 2. Irrespective of any such election and whether the work is to be performed by the City, or by its contractor or by the developer through its contractor, the developer covenants and agrees to deliver to the City a performance and payment guarantee in accordance with the provisions of this agreement. 3. In addition to the guarantee required in the preceding paragraph, in the event developer elects that the work be performed by the City, or by the City's contractor, or such election is presumed as provided above, the developer covenants and agrees to pay to the City the developer's share of the estimated construction costs. The amount of such estimated payment shall be computed as set out in Sections « 5» hereof, based 6 upon the lowest responsive bid for such work, as determined by City, or upon a cost estimated to be performed by City forces prepared by the City, as appropriate, and shall be subject to adjustment to actual costs upon final completion of the subject work. Such estimated payment shall be made promptly upon demand by City, it being understood that such payment will be made after the receipt of bids for work, but in every case prior to the award of any construction contract, unless otherwise specifically set out herein. 4. Developer further covenants and agrees to, and by these presents does hereby fully indemnify, hold harmless and defend the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from, or in any way connected with, this agreement, or the construction of the improvements or facilities described herein, whether or not caused, in whole or in part, by the negligence of officers, agents, or employees, of the City. In addition, the developer covenants to indemnify, hold harmless and defend the City, its officers, agents and employees from and against all claims, suits, or causes or action of any nature whatsoever brought for, or on account of any injuries or damages to properly safeguard the work or an account of any act, intentional or otherwise, neglect or misconduct of the developer, its contractors, subcontractors, agents or employees, whether or not caused, in whole or in part, by the negligence of officers, agents, or employees of the Citv. 5. Developer covenants and agrees that it discriminates against no individual involving employment as prohibited by the terms of Ordinance No. 7278 (as amended by Ordinance No. 7400), an ordinance prohibiting discrimination in employment practice because of race, creed, color, religion, national origin (except for illegal aliens), sex or age, unless sex or age is a bonafide occupational qualification, subcontractor or employment agency, either furnishing or referring applicants to such developer, nor any agent of developer is discriminating against any individual involving employment as prohibited by the terms of such Ordinance No. 7278 (as amended by Ordinance No. 7400). 7 K. Venue of any action brought hereunder shall be in Fort Worth, Tarrant County, Texas. L. The City's Policy for the Installation of Community Facilities, as adopted by the City Council on March 20,2001 in M&C G-13181 , is hereby incorporated herein by reference, and Developer covenants and agrees to comply with said Policy as a condition of this contract and as a condition to the platting of the subject property. Developer and City agree that this Agreement represents the complete and exclusive statement of the mutual understandings of the parties and that this Agreement supersedes and cancels all previous written and oral agreements and communications related to the subject matter of this Agreement. 8 IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be executed in quadruplicate in its name and on its behalf by its City Manager, attested by its City Secretary, with the corporate seal of the City affixed, and said Developer has xecuted this instrument in quadruplicate, at Fort Worth, Texas this the lay of , 20 . APPROVED AS TO FORM AND RECOM ENDED: LEGALITY: 1 Gary J. Ste'nberger Dale A. Fisseler, E. Assistant City Attorney Director, Water Department AT EST: CITY OF F T RTH, TEXAS Bj loria Pea son '� /�-d) ike Groom r City Secretary Assistant City Manager Developer: B contract Authorization ! De lop r Date 9 N SCALES 1" = 200' � I ` f _ I E � t 1 o PROM TION i 3 I 1 z o Lu cc F- 2 { M C .iCT4 1 LOCATION MAP LOCATION MAF HERITAGE PHASE 2( amw Cartw•Bwgm CARTER 3 BURGESS,INC. 3M nun+snW FOU wonn.nc 7ao7-7254 PROJECT NO. 010135200 GN=01\lob\ 010135\olv\ 1351cfa.dOn PACE 1 OF �► I VARDFN nwm M Ia SCALEI 1l' = 200' L FRY I.►Iffi r � HARIaM DRIVE i a I } + ar n >r s a :� I s ar •s n _ 1 ` I Ir R g u s I} M } + II M 11 A n as s K as al � i i © al rt `re I of u n , M } so K � ,,. PROPOSED MATER LINES ARE 8" UNLESS OTHERWISE INDICATED WATER LEGEND EXHIBIT 'A' PROP. WATER LINE PROP. GATE VALVE ��♦�� HERITAGE PHASE 2C PROP. FIRE HYDRANT PROP. CLEANING WYE W EXIST. WATER LINE EXIST. GATE VALVE --—Do--- EXIST. FIRE HYDRANT —� MTER1£ SSS'W' aW Nuns siurr LIMITS OF PROJECT FM WO[K 7%7007-14 PROJECT NO. 010135200 PAGE 2 OF 6 ;N-a\lob\ 010135\CIV\ 1351cfu.dgn A v'A 8 SS (N) SCALEl t" = 200' Js Ak v 1 srRseT �� I I I I I I I I ® \ -- 15"SS ► 1 ;► I XY LAM 1 I I I � I I � I I „ I 1 DRIVB T- - 4 x x n u 1 If 5R 4 to r x If \ e � to —, r O is , Y IF 0 \ t N 10 8 � r o p n SANITARY SEWER EXHIBIT 'B' HERITAGE PHASE 2C LEGEND _ RE PROP. SANITARY SEWER CAC CWftra PROP. MANHOLE --�-�! EXIST. SANITARY SEWER CARTER& BURGESS,INC. EXIST. MANHOLE FOU WO 7NUUN a Kto7_rrs. LIMITS OF PROJECT PROJECT NO. 010135200 'a,dgn PAGE 3 OF 6 COMPLETION AGREEMENT This Completion Agreement (hereinafter called the "Agreement") is made and entered into by and among the City of Fort Worth (hereinafter called the X"), Sheffield Development Company, Inc., a Texas corporation (hereinafter called the "Developer"), and The Frost National Bank (hereinafter called the "Lender"), effective as of January 15, 2001. 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 65 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 (which tract of real property is hereinafter called "Heritage 2- C"); and WHEREAS, the Developer intends to develop Heritage 2-C as an addition to the City; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Heritage 2-C (hereinafter called the "CFA"); and WHEREAS, the City has required certain assurances of the availability of funds to complete the streets, street signs and lights, and the water and sewer utilities for the development of Heritage 2-C (herein collectively called the "Community Facilities"), 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 Heritage 2-C (hereinafter collectively called the "Plans"); and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. t . 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 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 Community Facilities in the aggregate should not exceed the sum of Two Million One Hundred Forty Four Thousand One Hundred Forty Three Dollars ($2,144,143) (hereinafter called the "Completion Amount"). Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Community Facilities 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 will from time to time make advances to the Developer for the development of Heritage 2-C under the development loan that has been made by the Lender to the Developer for the purpose of financing the costs of constructing the Community Facilities of Heritage 2-C (hereinafter called 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 (which term is hereinafter defined) line items highlighted. The term `Hard Costs" shall mean the actual costs of construction and installation of the Community Facilities. 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. COMPLETION AGREEMENT — Page 2 To keep the City advised of the Hard Costs, the Developer shall promptly deliver to the City those portions of all draw requests delivered to the Lender which contain requests for the payment of Hard Costs and such draw requests shall itemize Hard costs in such form and detail as shall be reasonably acceptable to the Lender and the City. Upon approval of Lender of any draw request containing requests for Hard Costs to be advanced to the Developer, the Lender shall give notice to the City setting forth the amount of any Hard Costs to be advanced (the "Funding Notice"). The City will be deemed to have approved the proposed advance of Hard Costs by the Lender, unless it so notifies in writing Lender that it objects to such advancement of Hard Costs within three (3) business days of the receipt by the City of the Funding Notice. If the City objects to such advancements of Hard Costs by the Lender, the City will have its own inspector examine and evaluate the construction; then the Lender and the City shall cause their respective inspectors or consultants to cooperate and shall use their best reasonable efforts to settle any dispute over the appropriateness of any advance of Hard Costs. The Developer acknowledges that the Lender's obligation to fund advances under the Loan within a specified time frame shall be deemed waived by the Developer if the City and the Lender are in dispute with respect to any requested advance. If any such dispute is not resolved promptly, the two consultants shall agree within five (5) business days on a qualified third party to resolve the dispute whose decision shall be final and binding on all Parties and shall be rendered within five (5) business days of such consultant's selection. Any delay occasioned by any such dispute shall extend the Completion Date by such period of time. 4. Completion by the Developer. The Developer agrees to complete the Community Facilities on or before the date for completion that is established in the Loan Documents plus thirty (30) days (hereinafter called the "Completion Date"), in accordance with the CFA, the Plans that are approved by the Lender and the City and all documents evidencing or securing the Loan (which documents are hereinafter collectively called the "Loan Documents"). For the purposes of this Agreement, the development of Heritage 2-C shall be deemed complete upon acceptance by the City of the Community Facilities. 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 Heritage 2-C is not completed by the Completion Date for any reason COMPLETION AGREEMENT — Page 3 i whatsoever, or (B) the Developer is in default under the Loan and the Lender notifies the City that the Developer is in default and, at the Lender's sole option, requests the City to complete development, whichever shall first occur, then, the City may, at the cost and expense of the Developer, commence, pursue and complete the installation of the Community Facilities 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 Community Facilities. Prior to the commencement of any work by the City, the City shall provide evidence of insurance reasonably required by the Lender naming the Lender and the Developer as additional insureds. 6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to the City. Upon the occurrence of either event described in paragraph 5 above, if the City elects within ten (10) business days of the Completion Date or notice from the Lender, as the case may be, to complete the construction of the Community Facilities, the Lender shall thereafter advance to the City any remaining undisbursed Hard Costs specified in the Approved Budget relating to the Loan that are incurred by the City in completing the Community Facilities in an aggregate sum not to exceed the Completion Amount, as adjusted, by funding monthly draws to the City as described herein. The Developer hereby authorizes and instructs the Lender to make periodic advances of any remaining undisbursed Hard Costs specified in the Approved Budget not to exceed the completion Amount in increments paid to the City within the same time period specified in the Loan Documents after receipt of advance requests meeting the requirements of the Loan Documents from the City of the Hard Costs remaining to be drawn under the Loan as specified in the Approved Budget incurred by it and approved by the Lender, subject to retainage. The advance requests from the City shall be made not more frequently than monthly (save and except for final payment) and shall be accompanied by reasonably acceptable evidence of the Hard Costs specified in the Approved Budget that have been incurred by the City. The City shall use the funds advance for the payment of such Hard Costs as are described in the advance request, and if the City fails to do so, the Lender's obligation to fund additional advances shall thereafter be terminated and of no continuing force and/or effect. The City shall provide mechanic's and materialmen's releases as may be reasonably requested by the COMPLETION AGREEMENT — Page 4 i� w^ Lender. Upon request of the City, the Lender may pay such advances directly to the suppliers and contractors described in the advance request. If the City does not timely elect to complete the construction of the Community Facilities, then the Lender may at its election terminate this Agreement, and at its option, proceed to complete the Community Facilities, foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Community Facilities if there is any default under any Loan Documents in lieu of requesting the City to complete the Community Facilities. In such event, however, the Lender must complete the Community Facilities by the Completion Date or the City shall complete the same as provided above. If the Lender elects to complete the Community Facilities, 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 Community Facilities, the Developer (and to the extent necessary the Lender) grants to the City and the Lender open access to Heritage 2-C and shall execute and deliver such temporary easements over and across the entire Heritage 2-C for the purpose of access and use for the completion of the construction of the Community Facilities 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 payment and performance bonds or other requirements for security in connection with the development of Heritage 2-C and the completion of the Community Facilities 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 COMPLETION AGREEMENT — Page 5 lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. 11. Termination. This Agreement shall terminate upon the earlier to occur of the following: (A) acceptance by the City of the Community Facilities; (B) mutual written agreement of all of the Parties; or (C) the reduction of the Completion Amount to zero. 12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of Heritage 2-C until the Community Facilities are substantially completed and all Hard Costs contractors have been paid, less retainage. Upon receipt and acceptance by the City of evidence of substantial completion and the payment by the Developer of all Hard Costs contractors, the City shall immediately file the final plat of Heritage 2-C in the Tarrant County Plat Records. The purpose of the City retaining the final plat of Heritage 2-C as prescribed herein is to guarantee the Developer's obligations under the CFA. 13. Construction Contracts. The Developer agrees to include in all construction contracts that it enters into for the completion of the Community Facilities the following: (A) A statement that the City is not holding any security to guaranty payment for work performed on the Community Facilities; (B) A statement that Heritage 2-C is private property and that same may be subject to mechanic's and materialmen's liens; (C) A requirement that the contractor release the City from any claim that is related to any work on Heritage 2-C; and (D) A requirement that the contractor include in its subcontracts the statements contained in (A), (B) and (C) above. 14. Miscellaneous. (A) Non-Assignment of Agreement. 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: COMPLETION AGREEMENT — Page 6 (i) Notice to the City shall be addressed and delivered as follows: CITY OF FORT WORTH 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 ATTENTION: RAQUEL VELASQUEZ, ADMINISTRATIVE ASSISTANT TELECOPY NUMBER: 817-871-7905 CONFIRMATION NUMBER: 817-8092 With a copy thereof addressed and delivered as follows: CITY OF FORT WORTH 100 THROCKMORTON STREET FORT WORTH, TEXAS 76102 ATTENTION: GARY STEINBERGER, ESQ. ASSISTANT CITY ATTORNEY TELECOPY NUMBER: 817-871-8359 CONFIRMATION NUMBER: 817-871-7600 (ii) Notice to the Developer shall be addressed and delivered as follows: SHEFFIELD DEVELOPMENT COMPANY, INC. 9507 GRANBURY HIGHWAY WEATHERFORD, TEXAS 76087-5216 ATTENTION: GARY D. SHEFFIELD, PRESIDENT TELECOPY NUMBER: 817-341-7915 CONFIRMATION NUMBER: 817-613-1309 (iii) Notice to the Lender shall be addressed and delivered as follows: THE FROST NATIONAL BANK 777 MAIN STREET, SUITE 100 FORT WORTH, TEXAS 76102 ATTENTION: M. C. COCKERLINE, SR. VICE PRESIDENT TELECOPY NUMBER: 817-420-5250 CONFIRMATION NUMBER: 817-420-5077 COMPLETION AGREEMENT — Page 7 r .••-k A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. (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. COMPLETION AGREEMENT — Page 8 Executed by the Parties to be effective as of the date first stated above. APPROVED AS TO FORM AND LEGALITY THE CITY O ORT.. WORTH 1 r By: By: Name: Name: Gar ybleInIM191r Title: As 4t Stant�` 'j } �F �� Title: SHEFFIELD DEVELOPMEN COMPANY INC., a Texas corporation By. Gary 7 Sheffield, Pre i ent THE FROST NATIONAL B NK By: l Name: M .C . COe VFeh Ale, Title: Sentop- Vice, Tres 1 oENy COMPLETION AGREEMENT — Page 9 Sheffield Development Company, Inc., 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 which shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by Sheffield Development Company, Inc.. SHEFFIELD DEVELOPME MPA Y, INC. Gar D. Sheffield, P e ident COMPLETION AGREEMENT — Page 10 LIST OF EXHIBITS TO THE COMPLETION AGREEMENT BY AND AMONG THE CITY OF FORT WORTH, SHEFFIELD DEVELOPMENT COMPANY, INC. AND THE FROST NATIONAL BANK EXHIBIT A - LEGAL DESCRIPTION EXHIBIT B - APPROVED BUDGET LIST OF EXHIBITS — Page Solo A~k r� Exhibit A BEING A TRACT OF LAND SITUATED IN THE SAMUEL P. WILLIAMS SURVEY, ABSTRACT NUMBER 1690 AND THE WILLIAM MCCOWEN SURVEY, ABSTRACT NUMBER 999, TARRANT COUNTY, TEXAS AND BEING A PORTION OF THOSE CERTAIN TWO TRACTS, TRACT 4 AND TRACT 6, CONVEYED TO HILLW000/2500, LTD., AS DESCRIBED BY DEED IN VOLUME 9409, PAGE 1403. DEED RECORDS, TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWSo COMMENCING AT A 1/2 INCH ROD FOUND AT THE NORTHWEST CORNER OF THE SAMUEL P. WILLIAMS SURVEY, ABSTRACT NUMBER 1690. SAID POINT ALSO BEING THE NORTHWEST PROPERTY CORNER OF SAID TRACT 6 HILLWOOD/2500, LTD.$ THENCE S 89°17' S7"E. 867.94 FEET ALONG THE NORTH LINE OF SAID SAMUEL P. WILLIAMS SURVEY AND THE NORTH PROPERTY LINE OF SAID TRACT 6 TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET AT THE POINT OF BEGINNING. THENCE S 10000' 05"E, 184. 29 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET, THENCE S 15049' 34"E, 390.87 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SETT THENCE S 10043' 01"E, 208. 79 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET, THENCE S 72015' 42"E, 416.83 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP 'I STAMPED "CARTER & BURGESS" SET, THENCE S 61058' 16"E, 228. 95 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP 1 STAMPED "CARTER & BURGESS" SET, THENCE S 19015' 43"E, 963. 45 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET IN THE NORTH RIGHT—OF—WAY LINE OF " FUTURE PARK GLEN BOULEVARD (A 120' RIGHT—OF—WAY), 1 THENCE S 70°44' 17"W, 678.22 FEET ALONG SAID NORTH RIGHT—OF—WAY LINE TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET AT THE BEGINNING OF A CURVE TO THE RIGHT, i THENCE WITH SAID RIGHT—OF—WAY LINE AND SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 1 7°1 4' S5", HAVING A RADIUS OF 2540. 00 FEET, THE LONG CHORD OF WHICH BEARS S 79021'45"W, 761.77 FEET, AN ARC DISTANCE 1j OF 764.66 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET, `? THENCE N 07°29' 1 4"E. 600.34 FEET DEPARTING SAID NORTH RIGHT—OF—WAY TO A 5/8 INCH IRON R00 WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET, j THENCE N 83°05' 57"W, 644.68 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET IN THE CENTERLINE OF FUTURE NORTH RIVERSIDE DRIVE (A 140' RIGHT—OF-WAY), THENCE N 06019' 54"E. 384.55 FEET ALONG SAID CENTERLINE TO THE BEGINNING OF A CURVE TO THE LEFT, THENCE WITH SAID CENTERLINE AND SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 20° 14' 28", HAVING A RADIUS OF 2000.00 FEET, THE LONG .1 CHORD OF WHICH BEARS N 03°46' 57"W, 702. 88 FEET, AN ARC DISTANCE OF 706.55 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, r� THENCE AGAIN WITH SAID CENTERLINE AND WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 20014' 08", HAVING A RADIUS OF 1500. 00 FEET, THE LONG CHORD OF WHICH BEARS N 03047' 07"W, 527. 01 FEET, AN ARC DISTANCE OF 529. 76 FEET, THENCE S 89017' 57"E, 895. 17 FEET TO THE P01NT OF BEGINNING AND CONTAINING 2, 787, 851 SQUARE FEET OR 64. 000 ACRES OF LAND MORE OR LESS. EXHIBIT B Section I Water $ 418,945.00 Sewer 520,094.00 Construction Inspection 2% 18,781.00 Sub-total $ 957,820.00 Section II Interior Streets $ 785,785.00 Construction Inspection 2% 15,716.00 Assessment Paving (N. Riverside Dr.) 108,540.00 Sidewalks (N. Riverside Dr.) 19,440.00 Storm Drains 242,084.00 Construction Inspection 2% 7,401.00 Sub-total $ 1,178,966.00 Section III Street Lights (By Tri-County) $ 5,054.00 Design 303.00 Sub-total $ 5,357.00 Section IV Street Signs $ 2000.00 TOTAL $ 2,144,143.00 City of Fort Worth, Texas qV616or nod Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 4/10/01 C-18546 1 60SHEF 1 of 1 SUBJECT APPROVAL OF COMMUNITY FACILITIES AGREEMENT WITH THE SHEFFIELD DEVELOPMENT COMPANY FOR INSTALLATION OF COMMUNITY FACILITIES FOR CONSTRUCTION OF WATER AND SEWER SERVICES TO SERVE HERITAGE ADDITION, PHASE 2C RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Community Facilities Agreement with the Sheffield Development Company for installation of community facilities for construction of water and sewer services to serve Heritage Addition, Phase 2C. DISCUSSION: The Sheffield Development Company, developer of Heritage Addition, Phase 2C, has executed a proposed contract for community facilities to serve a single-family (259 lots) development located in far north Fort Worth, east of Old Denton Road and west of Alta Vista Road (see attached map). This development is located in COUNCIL DISTRICT 4. The total cost for water and sewer improvements for this development is $882,659. The developer's estimated cost for water is $379,025, and sewer improvements are $413,144 plus construction inspection fees. The City's estimated cost participation is $57,838 for water and $15,345 for sewer, plus construction inspection fees. PLAN COMMISSION APPROVAL - On January 26, 2000, the Plan Commission approved preliminary plat (PP99073). The final plat has been submitted to staff for review. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budgets, as appropriated, of the Commercial Paper-Water and Sewer Funds. MG:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Mike Groomer 6140 CITY Department Head: CITY COUNCIL Dale Fisseler 8207 (from) APR 10 2001 P160 539140 060160151280 $57,838.00 Additional Information Contact: P170 539140 070170131290 $15,345.00 cite Secretary of the Dale Fisseler 8207 city of Fort Texas