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HomeMy WebLinkAboutContract 51748 Received Date:3:10 PM Received Time: 01/14/2019 Developer and Project Information Cover Sheet: Developer Company Name: Fourth& Sylvania Inc. Address, State,Zip Code: 400 S.Rayner Street,Fort Worth,TX 76116 Phone&Email: 682-888-6587,kasumrall(&gmail.com Authorized Signatory, Title: i Ken Sumrall,President Project Name: South of Fourth Residences Phase 1 Paving Brief Description: Paving Project Location: 2500 Block of Galvez Ave Plat Case Number: FP17-074 Plat Name: Basset Addition Mapsco: 63U Council District: 8 CFA Number: 2018-011 City Project Number: 101243 City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving OFFICIAL RJ CFA Official Release Date:02.20.2017 CIN SECR Page 1 of 11 F. WORT STANDARD COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 51748 WHEREAS, Fourth & Sylvania Inc. , ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements")related to a project generally described as South of Fourth Residences Phase 1 Paving ("Project") within the City or the extraterritorial jurisdiction of Fort Worth, Texas (""City"); and WHEREAS, the City has no obligation to participate in,the cost of the Improvements or Project; and WHEREAS,any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA" or "Agreement") in connection with the collective Improvements for the Project. NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer further acknowledges that said acceptance process requires the Developer's contractor(s) City of Fort Worth,Texas i Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving OFFICIAL REC, ,; CFA Official Release Date:02.20.2017 CITY SECRETARY; Page 2 of 11 FT. WORTH,TX to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under this contract. C. Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water(A) .._!, Sewer(A-1) i :,Paving(B) ®. Storm Drain(B-1) ❑. Street Lights & Signs (C) I I_ E. The Developer shall award all contracts for the construction of the Improvements in accordance with Section II,paragraph 7 of the Policy and the contracts shall be administered in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its contractor(s)pays the then-current City-established wage rates. F. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified, insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure,and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving CFA Official Release Date:02.20.2017 Page 3 of 11 iii. To require the contractor(s) it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents and same will be evidenced on the Certificate of Insurance (ACORD or other state-approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available; to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces,to not install or relocate any 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. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. 1. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the community facilities to be installed hereunder. City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving CFA Official Release Date: 02.20.2017 Page 4 of 11 J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans,specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The 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 all suits, actions or claims of any character,whether real or asserted,brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors, officers, agents or employees, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged nezlizence of the City of Fort Worth, its officers, servants, or employees. M. Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from,or in any way connected with,the construction of the infrastructure contemplated herein,whether or not such iniuries, death or damazes are caused, in whole or in part, by the allezed negligence of the City of Fort Worth, its officers, servants, or employees. Further,Developer will require its contractors to indemnify,and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving CFA Official Release Date: 02.20.2017 Page 5 of 11 N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor,whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent(2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent(4%) and material testing fees equal to two percent(2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent(4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period,the developer may request that the CFA be extended for one additional year. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements if at the end of two(2)years from the date of this Agreement(and any extension period) the Improvements have not been completed and accepted. iv. The City may utilize the Developer's financial guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase I Paving CFA Official Release Date:02.20.2017 Page 6 of 11 construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. Q. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. IMMIGRATION AND NATIONALITY ACT R. Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving CFA Official Release Date:02.20.2017 Page 7 of 11 Cost Summary Sheet Project Name: South of Fourth Residences Phase 1 Paving CFA No.: 2018-011 City Project No.: 101243 An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction 2.Sewer Construction Water and Sewer Construction Total $ - B. TPW Construction 1.Street $ 213,531.60 2.Storm Drain $ - 3.Street Lights Installed by Developer $ - 4. Signals $ TFW Construction Cost Total $ 213,531.60 Total Construction Cost(excluding the fees): $ 213,531.60 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ - D. Water/Sewer Material Testing Fee(2%) $ - Sub-Total for Water Construction Fees $ - E. TPW Inspection Fee(4%) $ 8,541.26 F. TPW Material Testing(2%) $ 4,270.63 G. Street Light Inspsection Cost $ - H. Signals Inspection Cost $ H. Street Signs Installation Cost $ Sub-Total for TFW Construction Fees $ 12,811.89 Total Construction Fees: $ 12,811.89 Choice Financial Guarantee Options,choose one Amount Mark one Bond=100% $ 213,531.60 Completion Agreement=100%/Holds Plat $ 213,531.60 Cash Escrow Water/Sanitary Sewer-125% $ Cash Escrow Paving/Storm Drain=125% $ 266,914.50 x Letter of Credit=125%w/2yr expiration period $ 266,914.50 City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving CFA Official Release Date:02.20.2017 Page 8 of 11 ACCORDINGLY,the City of Fort Worth and Developer 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 -,-r�y�� Fourth&Sylvania Inc. Jesus JJesus J.C�, 1b 9) Jesus J. Chapa Assistant City Manager Kern Sur �G Date: Jan 7,2019 Ken Sumrall(Jan 4,2019) Name: Ken Sumrall Recommended by: Title: President Date: Jan 4,2019 Jennifer Ezernack flan 4,2019) Evelyn Roberts/Jennifer Ezernack Project Assistant Planning and Development Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and Approved as to Form &Legality: administration of this contract, including ensuring all performance and reporting %GLI�Gi� /�GC`GIGI(2�? requirements. Richard A McCracken(Jan 7,2019) Richard A. McCracken Assistant City Attorney 9�Scal.ltales(Jan 7,2019, M&C No. /AA Name: Janie Morales Date: Title: Development Manager Form 1295: NSA ATTEST: ►—: ''� Mary J.K r(Ja ,2019) ••,� Mary J. Kayser/Ronald Gonzales 7EX City Secretary/Assistant City Secretary City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving OFFICIAL RECORD CFA Official Release Date:02.20.2017 CITY SECRETARY Page 9 of 11 FT. 1�IO�T4,TX Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment Attachment 1 -Changes to Standard Community Facilities Agreement Location Map ❑ Exhibit A:Water Improvements ❑ Exhibit A-1: Sewer Improvements Water and Sewer Cost Estimates Exhibit B: Paving Improvements # Paving Cost Estimate L Exhibit B-1: Storm Drain Improvements Q Storm Drain Cost Estimate ❑ Exhibit C: Street Lights and Signs Improvements —� Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase l Paving CFA Official Release Date:02.20.2017 Page 10 of 11 ATTACHMENT"I" Changes to Standard Agreement Community Facilities Agreement City Project No. 101243 None. City of Fort Worth,Texas Standard Community Facilities Agreement-South of Fourth Residences Phase 1 Paving CFA Official Release Date:02.20.2017 Page 11 of 11 00 42 43 ram DAP-BID PROPOSAL Pam l or 2 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlistltem Specification Unit of Bid Unit E.=Bi4Vslue No. DescriptionSectionNo. I Measure Quantity UNIT IV:PAVING IMPROVEMENTS 1 0170.0102 Mobilization INCLUDES BONDS 01 70 00 LS 1 $12,500.00 S 12,500.00 2 0241.0401 Remove Concrete Drive 0241 13 SF 75 $30.00 S 2,250.00 3 0241.0200 Remove St 0241 13 SF 35 550.00 S 1,750.00 4 0241.0600 Remove Wall<4' 02 41 13 LF 10 S175.00 S 1,750.00 5 0241.1100 Remove Asphalt Pvmt 024115 SY 1300 $15.00 $ 19,500.00 6 0241.1300 Remove Cone Curb&Gutter 0241 15 LF 75 S30.00 S 2,250.00 7 3123.0101 Unclassified Excavation by Plan 31 23 16 CY 675 $25.00 S 16,875.00 8 3125.0101 SWPPP?1 acre 312500 LS 1 $1,500.00 $ 1,500.00 9 3211.0501 6"Lime Treatment 32 1129 SY 1400 $14.00 S 19,600.00 10 3211.0400 H drated Lime 32 11 29 TN 20.3 5200.00 S 4,063.50 11 3211.0502 8"Lime Treatment 321129 SY 105 $20.00 $ 2,100.00 12 3212.0302 6"Asphalt Fta11t Type D 3212 16 SY 105 1 $80.00 S 8,400.00 13 3213.0102 7"Cone Pvmt 321313 SY 1330 $60.75 S 80,797.50 14 3213.0301 4"Cone Sidewalk 321320 SF 2400 55.85 S 14,040.00 15 3213.0401 6"Concrete Driveway 321320 SF 960 56.50 $ 6,240.00 16 3213.0501 Barrier Free Ram ,T R-1 32 l3 20 EA 2 $1,150.00 $ 2,300.00 17 3213.0506 Barrier Free Ramp,Type P-1 32 13 20 EA 1 $1,150.00 $ 1,150.00 18 3216.0101 6"Cone Curb and Gutter 32 16 13 LF 680 510.17 S 6,915.60 19 3292.0400 Seeding, dromulch 329213 SY 250 $10.00 S 2,500.00 20 3441.4003 Fulnish/lmtall Alum Sign Ground Mount City Std. 34 41 30 EA 1 $800.00 S 500.00 21 3441.4004 Furnish/Install Ahura Sign,Ex.Pok Mount 34 41 30 EA 1 $500.00 S 500.00 22 3441.4110 Remove and Reinstall Sign Panel and Post 34 41 30 EA 5 $700.00 $ 3,500.00 23 3471.0001 Traffic Control 3471 13 MO 1 $1,750.00 S 1,750.00 24 13305.0107 Manhole!Wj stment,Minor 33 05 14 EA 1 $500.00 S 500.00 TOTAL UNIT IV:PAVING IMPROVEMENTS $213,531.60 CrrY OFFORT WORTH srANDMD CONS[RUCttON SPECIFWATW DOCXbONIS-DEVUMM AWARDMPROISM Fon Vecfm F"my 16,2018 004243 aidPwpn4r DAP REV_a2-1618(002) 004243 DAP-BID PROPOSAL Page I Oft Bid Summary UNIT I:WATER IMPROVEMENTS UNIT II:SANITARY SEWER IMPROVEMENTS UNIT III:DRAINAGE IMPROVEMENTS UNIT IV:PAVING IMPROVEMENTS $213,531.60 UNIT V:STREET LIGHTING IMPROVEMENTS ----__ _- �. UNIT VI:TRAFFIC SIGNAL IMPROVEMENTS Total Construction Bid $213,531.60 This Bid is submitted by the entity named below: BIDDER: BY:Charles Cook Rode Solid Inc. 664 Manor Dr. Argyle,TX 76226 TITLE:Kiect Manager DATE: Contractor agrees to complete WORK for FINAL ACCEPTANCE within 90 calendar days after the date when the CONTRACT commences to run as provided in the General Conditions- END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCLMIENLS-DEVELOPER AWARDED PROJECTS Form Versim Fdxumy 16,'.018 00424)Bid Proposal DAP 0045 12 DAP PREQUALIFICATION STATEMENT Page I of I SECTION 00 4512 DAP—PREQUALIFICATION STATEMENT Each Bidder is required to complete the information below by identifying the prequalified contractors and/or subcontractors whom they intend to utilize for the major work type(s)listed. In the"Maior Work Type"box provide the complete maior work type and actual description as provided by the Water Department for water and sewer and TPW for paving. Major Work Type Contractor/Subcontractor Company Name Prequalification Expiration Date Concrete Paving TRUE GRIT CONCRETE INC. N/A Construction/Reconstruction `PAVEMENT WILL BE HAND LAID' (Less than 15,000 square yards) The undersigned hereby certifies that the contractors and/or subcontractors described in the table above are currently prequalified for the work types listed. BIDDER: Rock Solid Inc. BY: Charles Cook 664 Manor Drive. Argyle,TX 76226 (Signature) TITLE: Project Manager DATE: November 14,201 S END OF SECTION CITY OF FORT WORTH SOUTH OF FOURTH RIVERWALK RESIDENCES PHASE 1 PAVING STANDARD CONSTRUCTION PREQUALIFICATION STATEMENT—DEVELOPER AWARDED PROJECTS C of Ft Worth Prequalification-DAP 4th and Sylvania Form Version September 1,2015 < 45 ou>>ineg �} > tA LU v 0 C r J p o 0 `o LO R J Led IS aSipeJed ;5 ig 0 Z a o Q o 0 U o LLJ� O w Q U = U U W Z O N < o Q J t CL 1>1 ¢ 0 "-' V) W 00 _ LL- aneiueAj4S Oy C) CD = Q C) ii N I-- i, D O � w C/) Lli Ea ;` '• Z W Z U N C r ❑ } o � L LU a E m > � 3t� r- m Zmx ❑ � 0 CL L3 Z �� � Q N d I _ � o I Wr00 ME w Vii' ` i � V e r ❑ Z �r_ w Wesf Fork Trin + tY Clf m y{ O Q Za M W 0 o v o �o 0 17 Ea O N U .a N L ' .D O N ® d m r �O E m o Fl a � CD W W � 0 N II CD LLI 3: > z o � Q cn LLI o m - w U v Z �L� W CDo o-) = U CD Q U z = crQ o UO D o x >, cn � w wCl � 0 > •� '' O CD N OLLI DO z 0 a Z C7 0 0 o `• •.O O w �09 L U IVIO C O I Q W -q E I 8Z � az m > � 3 zo � � > Cld3m m z � z ZU7x u z ; ~ E- o z � I o LLJ a 3: Q u � I z � Q -4 _ Q- Q j Q � _ � CD Q Q W E W a 8� OZ z� 5Z 0 Z ul w � 00 cc _ Ul 0 m W O ' 3: _0 O a° ^DO O CL° O U @) a- I O m E m Developer and Project Information Cover Sheet: Developer Company Name: Fourth& Sylvania, Inc. Address, State,Zip Code: PO Box 7056 Fort Worth,TX 76111 Phone &Email: (6282) 888-6587 kasumrall@gmail.com Authorized Signatory, Title: Ken Sumrall,President Project Name and Brief South of Fourth Riverwalk Residences Phase 1 Description: Paving Improvements Project Location: 2500 Block Galvez Ave Fort Worth,TX Plat Case Number: FP-17-074 Plat Name: FINAL PLAT LOTS 1R1-1R4, 8R1-8R5, 7R1- 7R2 &2R1 BLOCK 2 BASSETT ADDITION Mapsco: 063U Council District: 8 City Project Number: 101243 CFA Number: 2018-011 DOE Number: N/A City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE Page 1 of 10 ESCROW AGREEMENT THIS ESCROW AGREEMENT(the"Agreement"), entered into as of this day of ,20_,by and among Fourth&Sylvania,Inc. , ("Developer"),the City of Fort Worth, a Texas municipal corporation ("Fort Worth") and R Bank ("Escrow Agent") is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agrexcnicnt for �Wt of Fourth Riverwalk_Residences Phase 1. Paving Improvements (CFA# 18-011 . DOE# 101243 City Secretary No. ,) in the City of Fort Worth, Tarrant County, Texas (the"CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the "Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with all requirements,terms, and conditions of the CFA (the"CFA Obligations"); and WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent, in complete satisfaction of the obligation to submit the Financial Security to secure the performance of the CFA Obligations. NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and other good and valuable consideration,the receipt, sufficiency and adequacy of which are hereby acknowledged,the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. For the purposes of this Agreement, unless the context otherwise clearly requires, the following terms shall have the following meanings: "Security Funds" shall mean the cash deposit of Two Hundred Sixty-Six Thousand Nine Hundred Fourteen Dollars and Fifty Cents ($ 266,914.x, which sum represents one hundred twenty-five percent(125%) of the estimated Developer's cost of constructing the CFA Obligations (the"Estimated Developer's Cost"). "Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance designed to secure the repayment of indebtedness or the satisfaction of any other obligation to a third party not a party of this Agreement. SECTION 2. SECURITY FUNDS. As financial security for the full and punctual performance of the CFA Obligations, Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth a security interest in the Security Funds and all rights and privileges pertaining thereto with the City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME Page 2 of 10 exception of the interest income to be derived therefrom (which interest income shall remain the property of Developer and shall be distributed by Escrow Agent in accordance with Developer's periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect or modify, any obligation of Developer with respect to the CFA Obligations or any transaction involving or giving rise therefrom. SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS. Concurrently with the execution of this Agreement, Developer shall have delivered to and deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent. Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds remaining in its possession to Developer (or take such other action as Developer may request or direct) immediately after receipt of written notice from Fort Worth that the CFA Obligations have been fully performed. During such time as Escrow Agent has possession of the Security Funds, Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's notwithstanding any terms or understandings (written or otherwise) between Developer and Escrow Agent. SECTION 4. COVENANTS. (a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will: (i) from time to time execute and deliver to Fort Worth all such assignments, certificates, supplemental writings, and other items and do all other acts or things as Fort Worth may reasonably request in order to evidence and perfect the security interest of Fort Worth in the Security Funds; (ii) furnish Fort Worth with information which Fort Worth may reasonably request concerning the Security Funds; (iii) notify Fort Worth of any claim, action, or proceeding affecting title to the Security Funds or Fort Worth's security interest(s) therein; and (iv) adjust the Security Funds to an amount equal to the actual contract price, including revisions thereto, if the original Security Funds were based on an engineer's estimate of costs. (b) Negative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will not: City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE Page 3 of 10 (i) assign or transfer any rights of Developer in the Security Funds; or (ii) create any Lien in the Security Funds, or any part thereof, or permit the same to be or become subject to any Lien except the security interest herein created in favor of Fort Worth. SECTION 5. EVENTS OF DEFAULT. Developer shall be in default under this Agreement only upon the happening of any of the following events (a"Default"): (a) default in the timely payment for or performance of the CFA Obligations after written notice thereof has been given to Developer and Escrow Agent and such default is not cured within seven(7) days after such notice; (b) any affirmative or negative covenant is breached by Developer. SECTION 6. RIGHTS AND REMEDIES OF FORT IVORTH UPON AND AFTER DEFAULT. (a) Remedy. Upon the occurrence of a Default, Fort Worth shall have the right to direct Escrow Agent to transfer to Fort Worth all of the Security Funds. Escrow Agent is hereby authorized to transfer the Security Funds immediately upon the receipt of a written statement purporting to be executed by an authorized representative of Fort Worth stating that: (i) a Default by Developer has occurred related to the CFA Obligations; (ii) written notice of such Default has been given by Fort Worth to Developer and Escrow Agent and such Default was not cured within seven (7) days after delivery of such notice; and (iii) Fort Worth is entitled to have the Security Funds transferred in accordance with the Agreement. (b) Notices.Any notice required or permitted to be given to any party hereto shall be given in writing, shall be personally delivered or mailed by prepaid certified or registered mail to such party at the address set forth below, and shall be effective when actually received. City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE Page 4 of 10 To Developer: Fourth& Sylvania,Inc Attention: Ken Sumrall PO BOX 7056 Fort Worth,Texas 76111 To: Escrow Agent: R Baiik Attention: R.Travis Perthuis VP-Banking Center President 2415 Williams Dr. Geargptuwn, TX 78628 (512)598-9046 To: City of Fort Worth City Of Fort Worth Attn: City Treasurer 200 Texas Street Fort Worth, TX 76102 With a copy to: City of Fort Worth Attn: CFA Administration 200 Texas Street Fort Worth, TX 76102 Any party may change its address for notice by giving all other parties hereto notice to such change in the manner set forth in this Section no later than ten (10) days before the effective date of such new address. SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES. If the Developer fails to perform its obligations under the CFA, Fort Worth's sole and exclusive remedy shall be to complete the obligations of Developer at Developer's expense. In furtherance of such sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set forth in Section 6 hereof. SECTION 8. SUBSTITUTION OF COLLATERAL. Notwithstanding any contrary provision in this Agreement,Developer shall have the right, at any time and from time to time, to obtain releases of all or any part of the Security Funds (hereinafter called the "Released Collateral")upon satisfaction of the following conditions: City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE Page 5 of 10 (a)Developer shall provide Fort Worth and Escrow Agent written notice(the"Substitution Notice") that the Developer desires to obtain Released Collateral in exchange for a contemporaneous substitution of an alternate Financial Security acceptable to Fort Worth (as specified and described in the Substitution Notice); and (b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted Collateral") which Substituted Collateral shall in the aggregate be at least equal to the Estimated Developer's Cost; and (c) Said Substituted Collateral shall be of sufficient amount(s) to cover all work which has occurred prior to the substitution of collateral provided for in this Section. Upon satisfaction of the above-specified conditions, Escrow Agent shall be authorized (without the further consent of Fort Worth) to return to Developer the original Security Funds in Escrow Agent's possession that represent or evidence the Released Collateral or take such other action with respect to the Released Collateral as Developer may request or direct. Developer shall pay the expenses incurred by Escrow Agent In connection with obtaining each such release and substitution. SECTION 9 PERIODIC WITHDRAWAL OF COLLATERAL. Notwithstanding any contrary provision in this Agreement, Developer shall have the right to periodic withdrawals of the Security Funds (hereinafter called the"Withdrawn Collateral"), upon satisfaction of the following conditions: (a) Developer shall provide the City of Fort Worth and Escrow Agent with written notice (the "Withdrawal Notice") that Developer desires to obtain the Withdrawn Collateral in any amount less than or equal to the then-completed CFA Obligations as inspected or accepted by Fort Worth; and (b) the balance of the Security Funds after withdrawal of the Withdrawn Collateral is at least equal to the estimated value of the CFA Obligations then remaining to be performed (such remaining value is hereinafter called the "Estimated Cost to Complete"). The Withdrawal Notice shall include a description of the Withdrawn Collateral and Developer's calculation of the Estimated Cost to Complete. Upon receipt of the Withdrawal Notice,Fort Worth shall have seven (7) calendar days to notify Developer of Fort Worth's objection to Developer's calculation of the Estimated Cost to Complete by providing Developer with Fort Worth's calculation of the Estimated Cost to Complete. The grounds for any objection are limited solely to a good faith determination by Fort Worth that the balance of the Security Funds is insufficient to cover the Estimated Cost to Complete. If Fort Worth fails to timely notify Developer and Escrow Agent of any objection, then Developer's calculation shall be deemed to have been accepted and approved by the City of Fort Worth and Escrow Agent is authorized to release the Withdrawn City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME Page 6 of 10 Collateral requested by Developer without delay. In the event a written objection is timely filed by Fort Worth and Fort Worth's calculation is within a range of five percent (5%) of Developer's Estimated Cost to Complete, then Developer shall be allowed to withdraw the amount corresponding to Fort Worth's calculation of the Estimated Cost to Complete. If Fort Worth's calculation of the Estimated Cost to Complete is outside a range of five percent (5%) of Developer's Estimated Cost to Complete, then Fort Worth and Developer, through a designated representative, will reconcile the calculations and jointly approve an Estimated Cost to Complete and advise Escrow Agent to disburse the amount as jointly determined. If after the expiration of two (2) years from the date of this Agreement either: (i) none of the CFA Obligations have been performed; or (ii) there has been partial performance but the term of the CFA has not been extended by Fort Worth; then in either event, the City of Fort Worth shall be entitled to receive the Security Funds as specified in Section 6 and construct the improvements contemplated in the CFA. SECTION 10. NON-ACCESSIBILITY OF FORT WORTH'S RIGHTS. The rights,powers,and interests held by Fort Worth hereunder in and to the Security Funds may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds. SECTION 11. NO WAIVER. No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other subsequent Default. No delay or omission by Fort Worth in exercising any right or power hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof. SECTION 12. BINDING EFFECT. This Agreement shall be binding on the parties, their successors and assigns. No provision of this Agreement may be amended, waived, or modified except pursuant to a written instrument executed by Fort Worth, Escrow Agent and Developer. SECTION 13. CHOICE OF LAW. This Agreement is to be construed and interpreted in accordance with the laws of the State of Texas. SECTION 14. COUNTERPARTS. City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE Page 7 of 10 This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts,all of which when taken together shall constitute one and the same agreement. SECTION 15. INDEMNITY. Developer hereby agrees to release, hold harmless, and indemnify Escrow Agent(and its directors, officers, employees, agents and representatives) from and against all claims, damages, expenses, costs, suits and other liability of any kind whatsoever that arise out of or are directly or indirectly related to the performance by Escrow Agent of its duties hereunder except for the gross negligence or willful misconduct of Escrow Agent or its directors, officers, employees, agents or representatives and Developer hereby agrees to release, hold harmless,and indemnify Fort Worth(and its respective directors,officers,employees,agents and representatives) from and against all claims, damages, expenses, costs, suits and other liability of any kind whatsoever that arise out of or are directly or indirectly related to any actions or inaction by Fort Worth with respect to this Agreement. SECTION 16. PAYMENT OF ESCROW FEES Developer will be responsible for the payment of all fees to Escrow Agent associated with this Agreement. REMAINDER OF THIS PAGE INTENTIONALLY BLANK City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE Page 8 of 10 ACCORDINGLY,the City of Fort Worth,Developer and Escrow Agent 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 Manager or his/her designee. CITY OF FORT WORTH DEVELOPER Fourth and Sylvania,Inc. Jesus J.Chapa(Jan 7,2 19) Jesus J. Chapa Ken Sumrall(Jan 4,2019) Assistant City Manager Name: Ken Sumrall Title: President Date: Jan 7,2019 Jan 4,2019 Date.. Approved at to Form &Legality: ESCROW AGENT ,�icl� �'A_ tilcacl�e�r R Bank Richard A.McCracken(Jan 7,2019) Richard A. McCracken Sr. Assistants�ky Attorney R. Travis Perfhuis M&C No. R.Travis Perthuis(Jan 4,2019) Date: Name: R. Travis Perthuis © Title: VP-Banking Center President ATTEST: T GJ, ODate: Jan 4,2019 Mary J.K r(Ja ,2019) *•`• Mary J. Kayser Contract Compliance Manager City SecretaryXPS 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. �l e Scartett Morales(Jan 7,2019) Janie S. Morales Development-Manager i OFFIUA i CITY SECR��� r; City of Fort Worth,Texas FT. WOE" , 0%'s Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised Page 9 of 10 ATTACHMENT "1" Changes to Standard Agreement Escrow Pledge Agreement None City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE Page 9 of 10