HomeMy WebLinkAboutContract 51252 CITY SECRETARY
CONTRACT NO.
COMPLETION AGREEMENT—LENDER FUNDED
This Completion Agreement("Agreement) is made and entered into by and among the City
of Fort Worth ("City"), and Quarter Horse LP, a Texas Limited Partnership ("Developer"), and
STAR-CASH, LTD, a Texas Limited Partnership ("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 31.33 lacres 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-18-028 or FS ; and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development of Quarter Horse Estates PH 2("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
of Fort Worth,Texas
S arWompletion Agreement—Lender-Funded Revised 09.07.2017 JLE
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OFFICIAL RECOM
CITY SECRETARY
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 TWO
MILLION THREE HUNDRED SEVENTY SEVEN THOUSAND THREE HUNDRED SIX
AND 41/100 Dollars ($2,377,306.41), 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 Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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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 Ci 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
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CFA Official Release Date:07.01.2015
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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 Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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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 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:
(i) Notice to the City shall be addressed and delivered as follows:
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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City of Fort Worth
Planning and Development Department
200 Texas Street
Fort Worth,Texas 76102
Attention: CFA Division
Janie Morales, Development Manager
Email: Janie.Morales@fortworthtexas.gov
Confirmation Number: 817-392-7810
and/or
Attention: CFA Division
Email: cfa@fortworthtexas.gov
Confirmation Number: 817-392-2025
With a copy thereof addressed and delivered as follows:
Richard A. McCracken
Office of the City Attorney
City of Fort Worth
200 Texas Street
Fort Worth,Texas 76102
Confirmation Number: 817-392-7611
(ii) Notice to the Developer shall be addressed and delivered as follows:
Quarter Horse LP,a Texas Limited Partnership
218 W Wall Street
Grapevine,Tx 76051
Email: rbetancur@zenaland.com
(iii) Notice to the Lender shall be addressed and delivered as follows:
STAR-CASH LTD.,a Texas Limited Partnership
4381 Green Oaks Blvd. West, Suite 100
Arlington,Tx 76016
Email: <EMAILADDRESS>
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 Revised 09.07.2017 JLE
CFA Official Release Date:07.01.2015
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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 Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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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: DEVELOPER:
Quarter Horse LP By: QTR General LLC It's
General Partner
Jesus J. Chapa
Assistant City Manager
Name: rt Betancur
Title: ice President
Date:
Approved as to Form and Legality: Date:
LENDER:
STAR-CASH LTD., By: Josh-Star, LLC It's
General Partner
Richard A. McCracken
Assistant City Attorney
ATTEST:
Name: James Pruett
Title: Manager/President
Contract Compliance Manger
Mary J. Kays �_ QRT
City Secretary By signing I acknowledge that I am the
Zperson responsible for the monitoring and
M&C: F_- administration of this contract, including
Date: f ensuring all performance and reporting
�c requirements.
'SCP
e S. Morales
Development Manager
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revis 09.07.2017 ME
CFA Official Release Date:07.01.2015 OFFICIAL.RECORD
Page 8 of 16 CITY SECRETARY
FT.WORMO TX
Quarter Horse LP, 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 Quarter Horse LP.
GUARANTOR
By:_
Name: o t Betancur
Title: Yc President
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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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 Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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ATTACHMENT"I"
Changes to Standard Completion Agreement
None.
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE
CFA Official Release Date:07.01.2015
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EXHIBIT A
BEING a tract of land situated in the I. and G. N. R.R. Company Survey Abstract No. 834 in the
City of Fort Worth, Tarrant County, Texas, being a portion of a tract of land to Lan-Cal Ltd.
recorded in Instrument Number D215274881, of the Official Public Records, Tarrant County,
Texas and being more particularly described as follows;
BEGINNING at a 1/2-inch iron rod with cap stamped "DI SCIULLO AND TERRY, INC" found
for the most northerly northwest, corner of Quarter Horse Estates, an addition to the City of Fort
Worth as recorded in Cabinet A, Slide 7319 of the Plat Records of Tarrant County, Texas, said
point also lying on the south line of Lot 1,Block 1 Bryson Elementary School Addition,an addition
to the City of Fort Worth as recorded in Cabinet A, Slide 12545 of the Plat Records of Tarrant
County,Texas;
THENCE departing the south line of said Bryson Elementary School Addition and along said
Quarter Horse Estates the following courses and distances;
South 00 degrees 35 minutes 55 seconds West, a distance of 99.71 feet (Plat 100.00 feet) to a 5/8
inch iron rod with cap stamped "R.P.L.S. 5430" set for corner;
North 89 degrees 27 minutes 03 seconds West, a distance of 6.43 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 00 degrees 40 minutes 32 seconds East,a distance of 1718.16 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
North 89 degrees 49 minutes 11 seconds West,a distance of 100.01 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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North 00 degrees 40 minutes 32 seconds West, a distance of 10.39 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 89 degrees 19 minutes 28 seconds West, a distance of 50.00 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 00 degrees 40 minutes 32 seconds East, a distance of 9.64 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
North 89 degrees 49 minutes 11 seconds West, a distance of 200.02 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
North 00 degrees 40 minutes 32 seconds West, a distance of 10.39 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 89 degrees 19 minutes 28 seconds West, a distance of 50.00 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 00 degrees 40 minutes 32 seconds East, a distance of 9.64 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
North 89 degrees 49 minutes 11 seconds West,a distance of 200.02 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
North 00 degrees 40 minutes 32 seconds West, a distance of 9.36 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 89 degrees 19 minutes 28 seconds West, a distance of 50.00 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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South 00 degrees 40 minutes 32 seconds East, a distance of 4.14 feet to a 5/8-inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 89 degrees 19 minutes 28 seconds West,a distance of 100.00 feet to a 1/2-inch iron rod with
cap stamped ""DI SCIULLO AND TERRY, INC"found for the most westerly northwest corner of
said Quarter Horse Estates, said point also lying on the east line of a tract of land to Coburn Farm,
Ltd. as recorded in Instrument Number D203387542 of the Official Public Records of Tarrant
County,Texas same being the west line of said Lan-Cal tract;
THENCE North 00 degrees 41 minutes 45 seconds West along the common line of said Coburn
Farm tract and said Lan-Cal tract passing a 1 inch iron rod found for the southeast corner of
Boswell Meadows, an addition to the City of Fort Worth as recorded in Cabinet A, Slide 10870 of
the Plat Records of Tarrant County,Texas, same being the northeast corner of said Coburn Farm
tract at a distance of 1800.44 feet and continuing along the common line of said Lan-Cal tract and
said Boswell Meadows, a total distance of 1819.58 feet to a 5/8 inch iron rod with cap stamped
"R.P.L.S. 5430" set for the northwest corner of said Lan-Cal tract and the southwest corner of
previously mentioned Bryson Elementary School Addition;
THENCE South 89 degrees 27 minutes 49 seconds East along the common line of said Bryson
Elementary School Addition and said Lan-Cal tract, a distance of 759.45 feet to the POINT OF
BEGINNING containing 1,364,666 square Feet, or 31.328 acres of land.
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date:07.01.2015
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EXHIBIT B
APPROVED BUDGET
Section 1
Water $423,982.88
Sewer $470,681.88
Subtotal $894,664.76
Section II
Interior Streets $853,058.24
Storm Drains $532,324.33
Subtotal $1,385,382.57
Section III
Street Lights $97,259.08
Sub-total $97,259.08
TOTAL $2,377,306.41
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE
CFA Official Release Date:07.01.2015
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