Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 51764
01/18/2019 9:36 AM COMMUNITY FACILITIES AGREEMENT WITH CITY PARTICIPATION Developer Company Name: 351 Development,LLC Address, State,Zip Code: P O BOX 1122 Argyle,TX 76226 Phone&Email: 214-455-8759,steve.geenngeedevelopment.com Authorized Signatory,Title: Steve Gee,Manager Project Name: Live Oak Creek Phase 5 Brief Description: Water, Sewer,Paving, Storm Drain Project Location: North of White Settlement Rd. west of Chapel Creek Blvd. Plat Case Number: FP-18-020 Plat Name: Live Oak Creek Mapsco: 57P Council District: 7 City Project Number: 101607 CFA Number: 2018-092 City of Fort Worth,Texas OFFICIAL RECORD Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 CIN,SECRE'T'ARY Page 1 of 13 FT. WORTH,TX COMMUNITY FACILITIES AGREEMENT WITH CITY PARTICIPATION THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 51764 WHEREAS, 351 Development, LLC , ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements") related to a project generally described as Live Oak Creek Phase 5 ("Project") within the City of Fort Worth, Texas("City"); and WHEREAS, the City has reviewed the proposed Improvements and desires to have the Developer oversize the proposed Improvements to provide capacity for future development in the area("Oversized Improvements");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; and WHEREAS, the City has reviewed the Project and desires to participate in the Project in accordance with this Agreement as presented by the Cost Summary Table and Exhibits attached hereto and authorized by City Council via M&C 28867 on September 25th,2018;and WHEREAS, The City's cost participation shall be in an amount not to exceed $269,915.66("Participation"); and WHEREAS, the City has requested the Developer :o cause, and the Developer agrees to cause, the design, permitting and construction of the Project for which the City will, reimburse the Developer for the City's portion of those costs in accordance with this Agreement; and WHEREAS, Developer has determined that Peloton Land Solutions, Inc. ("Design Consultant"), should provide for the design of the Project based on demonstrated competence and qualifications to perform the Design Consultant services for a fair and reasonable price; and WHEREAS, due to the City's request to oversize the improvements, Developer has incurred additional Design Consultant services for design work and public bidding of the project in the amount of$17,000.00 for which City will reimburse Developer in accordance with this Agreement; _ City of Fort Worth,Texas OFFICIAL RECORD Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 CITY SECRETARY Page 2 of 13 FT. WORTH,TX 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) to submit a signed affidavit of bills paid signed by its contractor 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 their 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) ®, Paving (B) , Storm Drain (B-1) , Street Lights&Signs(C) 1. E. The Developer shall award all contracts for the construction of community facilities in accordance with Section 11, paragraph 7 of the Policy and the contracts for the construction of the public infrastructure shall be administered in conformance with paragraph 8, Section 11, of the Policy. Developer shall ensure its contractor(s) pays the then-current City-established wage rates. City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 3of13 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 (_00%) 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. 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. City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 4of13 V. To require its contractor to have fully executed contract documents submitted to the City 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. I. 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 will be responsible for the costs of utility relocation necessitated by the City's participation in this Agreement. 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 employeesfrom all suits, actions or claims of any character, whether real or asserted, brought for or on account of any injuries (including death) or damages sustained by any persons 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, his 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. City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 5 of 13 M. The 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 injuries, death or damages are caused, in whole or in part, by the alleged 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 ki a good and workmanlike manner,free from defects, in conformance with the Policy, and in accordance with all plans and specifications. 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 and further apportioned in the Cost Summary Table below 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 equ,a to four percent (4%) of the Developer's share of the streetlight construction cost as stated in the construction contract. City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 + CFA Official Release Date:01.22.2017 Page 6of13 iv. Developer shall pay in cash the total cost of street signs necessary for Developer's portion of the Project. P. COMPLETION WITHIN 2 YEARS i. The City's obligation to participate (exclusive of front foot charges) in this Agreement shall terminate if the Improvements are not completed 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 (1) additional year. If the Improvements are not completed within such extension period,there will be no further obligation of the City to participate. City participation in this CFA shall be subject to the annual availability of City funds as approved by the City Council. ii. Subject to paragraph i, above, the City shall reimburse Developer for the City's construction costs upon presentation of proper documentation of completion of installation of the Oversized Improvements. City shall reimburse Developer$17,000.00 for the additional Design Consultant services required as a result of the City participating in this Agreement after presentation to the City of an invoice from Developer along with copies of the invoices from Design Consultant to Developer for those additional services. iii. 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. iv. 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. V. The City may utilize the Developer's financial guarantee to cause the payment of costs for construction of the Improvements 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. City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 7 of 13 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. R. IMMIGRATION AND NATIONALITY ACT Developer shall verify the identity and employment eligibil ity of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(1-9). Upon request by City,Developer shall provide City with copies of all l-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. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 8 of 13 Cost Summary Sheet Project Name: Live Oak Creek Phase 5 CFA No.: 2018-092 City Project No.: 101607 Items Developer's Cost City's Cost Total Cost A. Water and Sewer Construction 1. Water Construction $ 637,142.62 $ 209,236.94 $ 846,379.56 2.Sewer Construction $ 465,238.82 $ - $ 465,238.82 Water and Sewer Construction Total $ 1,102,381.44 $ 209,236.94 $ 1,311,618.38 B. TPW Construction 1.Street $ 1,221,348.45 $ $ 1,221,348.45 2.Storm Drain $ 964,723.07 $ $ 964,723.07 3.Street Lights Installed by Developer $ - $ $ - 4. Signals $ TPW Construction Cost Total $ 2,186,071.52 $ 2,186,071.52 Total Construction Cost(excluding the fees): $ 3,288,452.96 $ 209,236.94 $ 3,497,689.90 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 22,047.63 $ 4,184.74 $ 26,232.37 D. Water/Sewer Material Testing Fee(2%) $ 22,047.63 $ 4,184.74 $ 26,232.37 Sub-Total for Water Construction Fees $ 44,095.26 $8,369.48 $52,464.74 E. TPW Inspection Fee(4%) $ 87,442.86 $ - $ 87,442.86 F. TPW Material Testing(2%) $ 43,721.43 $ - $ 43,721.43 G. Street Light Inspsection Cost $ - $ - $ - H. Signals Inspection Cost $ - $ - TPW Construction Fees Subtotal $ 131,164.29 $ - $ 131,164.29 Total Construction Fees $175,259.55 $8,369.48 $183,629.03 Engineering Fees $17,000.00 TOTAL PROJECT COST $ 3,463,712.51 $ 234,606.42 $ 3,698,318.93 Amount Choice (Mark onei Financial Guarantee Options,choose one Bond=100% Completion Agreement=100%/Holds Plat $ 3,288,452.96 x Escrow Pledge Agreement Water/Sanitary Sewer=125% $148,419.26 x Cash Escrow Paving/Storm Drain=125% The costs stated herein may be based upon construction estimates rather than actual costs. The City's portion of inspection and material testing fees are directly allocated to the City's accounts for charges and does not reimburse the Water Inspection and Material Testing Fees to the Developer. The City's participation estimate shall be limited to the unit prices contained in City of Fort Worth Ordinance No. 19192-06-2010, as amended, ("Unit Price Ordinance") or as determined by public competitive bid. The City's cost participation City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 9 of 13 (excluding inspection and material testing fees) is not a lump sum amount and may be less than stated above depending upon actual quantities as shown on the Notice of Final Completion package (`Green sheet') and based on unit prices from the construction contract documents. In no event shall the City pay more per unit than as determined pursuant to the Unit Price Ordinance or public competitive bid. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 10 of 13 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 Assistant City Manager, attested by its City Secretary,with the corporate seal of the City affixed, and said Developer has executed this instrument in quadruplicate, effective as of the date subscribed by the City's designated City Manager. CITY OF FORT WORTH DEVELOPER 351 Developer,LLC 51:34- r-- Jesus J.Chapa(Jan 17,20191 1:.....>, Jesus J. Chapa Steve Gee{an 14,2019) Assistant City Manager Name: Steve Gee Date: Jan 17,2019 Title: Manager Date: Jan 14,2019 Recommended by: c r ATTEST: (Only if required by Developer) y Evelyn Robe &(Jan 17,2019) Evelyn Roberts Contract Compliance Specialist Signature Planning and Development Department Name: <Name> Approved as to Form &Legality: Contract Compliance Manager: A By signing I acknowledge that I am the person Richard A.McCracken(Jan 17,20191 responsible for the monitoring and Richard A. McCracken administration of this contract, including ensuring all performance and reporting Assistant City Attorney requirements. M&C No. C-28867 Date: 9/25/18uGVloffA ul2,f Form 1295: 7ol R--RR334 Janie Scarlett Morales(Jan 17,2019) ATTEST. �R T Name: Janie S. Morales Development Manager � % Mary J. r{Ja ,20191 �• '� Mary J. Kayser City Secretary •�XAS. City of Fort Worth,Texas UFFICIAL RECD D Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 CITY SECRETARY Page 11 of 13 FT. WORTH,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 with City Participation ® Location Map ® Exhibit A:Water Improvements Water Cost Estimate ® Exhibit A-1: Sewer Improvements ® Sewer Cost Estimate ® Exhibit B: Paving Improvements ® Paving Cost Estimate ® Exhibit B-1: Storm Drain Improvements ® 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 with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 12 of 13 ATTACHMENT"1" Changes to Standard Agreement Community Facilities Agreement City Project No. 101607 Nare;: City of Fort Worth,Texas Standard Community Facilities Agreement with City Participation-Live Oak Creek Phase 5 CFA Official Release Date:01.22.2017 Page 13 of 13 SECTION 00 42 43 PROPOSAL FORM UNIT PRICE Live Oak Phase 5 UNIT PRICE SID Bidders's Application Project(tem Information Cantncror Info Bidlist Item Desctiption Specification No. ens Unite Bid Quantity Unit Price Bid War- No. Scenan No. kfeana2 WATER IATPROVEA(ENTS 1 a"PVC Water Pipe 33 It 12 LF _ 6892 7 1,Water Sen ice 331210 Ea 102 ZO� 9. 3G 8 3-Gate Valve 33 12 20 FA 371_-S7. 4/t/ 97(s; C$ It Fire Hydrant 33 1240 EA 8 22$, 7 33 X05 68 Is Ductile Iron Water Fittings w!Restraint 33 11 It TORI 7 S9 O 1 3 1 20 8"Waterline Lowering 33 05 12 E1 7 329 ZT .�s�G 21 lCmmection N)E[tatnng 4"-12"%Vater Main 33 12 25 EA 2 19 Ot AA 22 Conneetion to F..risting 36"Water Alain 331225 EA I •/51 yJ',S7 Vy7�f 3y 23 Trench Safety 3.10510 LF 7947 24 Concrete Encasement for Utility Pipes 33 05 10 CY 194 .3s 28 72 Y4' 25 4"42"Pre»urcPlug 024114 EA 61 z6. 3f 1/ TOTAL WATER IMPROVEMENTS 3/Zzz J ,J/ WATER IMPROVEMENTS•BID ALTERNATE A 2 30"DIP Water 3311 10 LF 1,055 2 OS yf 14 Automatic Flushing Device Detail(Eclipse 97000) 000000 EA 1 9 30"AWWA Butterfly Valve,w/Vault 331221 EA 1 -,1/ p/f t6 12 4"Combination Air Valve Assemb(v for\Vater 33 1230 EA _I Z� 39g yy Z/ Jfz'✓1 16 Ductile Iron Water Fittings w/Restraint(For'0"DIP) 33 It It TON f fp y / 26 Cathodic Protection 3304 12 LS t y �, C• 27 Cathodic Protection Design 00 00 0o tS t .w/• /• 23 130"Pressure Phta_ 02 11 1.1 9 1 Z8.12, FJ2, BID ALTERNATF,A TOTAL 3.7y Z.zs NATER IMPROVEMENTS-BID ALTERNATE S 3 30'Steel AWWA C200 Water Pipe 33 11 14 LF 1,053 3% ZJ- 144 Automatic Flushing Device Detail(Eclipse 9700) W 0000 EA t - f o35z 0-7. = 9 30"AWWA Butterfly Valve.w/Vault 33 1221 EA IcfZ y^ 9ZG7S,tf 12 4"Combination Air Valve Asscmblv for Water 33 12 30 EA I j SQ S3 S-&. 3 I3 Steel Fittings 33 1114 L5 1 s` 6 7'2 (.7 26 Cathodic Protection 3304 12 I S I o/ or 27 Cathodic Protcetion Design 00 00 00 IS 1 7 d r G 97 a, 38 3o-Prcssurc Plug 02 41 14 E V t ^197°? BID ALTERNATE BTOTA $// 26 4E WATER IMPROVEMENTS-BID ALTERNATE C 4 30"Concrete AWWA C303Water Pipe 331113 LF 1,055 Z7y, 9? ZID /03 8s 14 Automatic Flushing Device Detail(Eclipx 9700) 00 00 00 EA I a 31f,ZY 3/P 1 9 30"AWWA Bunerfly V alvc,w!Vault 33 12 21 EA t IVI X.?/. 1V// 12 4"Combination Air Valve Assembly for Water 33 1230 EA 1 19 C303 Fittings 33 1113 LS 1 Z O d e3 0z), V 26 Cathodic Protection 3304 12 LS I y SL 294:9L 27 Cathodic Protection Design 00 00 00 LS 1 29S! l7ZVY9L 2$ 30"Preism.Plug 0241 hl EA I 21 / 2y BID ALTERYA ECTOTAL 8'7 WATER IMPROVEMENTS-BID ALTEMNATE D 6 16"PVC C905 Water Pipc 3311 11 1 LF 1 1.955 W.3 I 6q 744 yr 10 16"Gate Valve wl Vault 33 1220 EA 1 GSb.` , 41 13 '_"Combination Air Valve Assemblv for Water 33 1230 EA I T7 .7117 1t/ 17 Ductile lion Water Finings vv/Restraint(For 16"DIP,PVC) 33 It 11 TON 6 jos,GT 29 16"Pressure Plug 0141 14 E4 I hloo."/Z p0 1Z BID ALTERNXTE E TOTAL SANITARY SEWF"R IMPROVEMENTS Sewer Pipe ??3120 LF 3,113 3S"70 31 4'Slanhole J3 39 20 EA -,3 33 sy/Il 32 4'Drop Manhole 333920 LF 1 3V 11 6 n 33 CSS Encasement for Utility Pipet 3305 to LF 235 62.01 j 7z 3Y' 34 4'Extra Depth Manlwle 33 39 20 VF 7; 11_$13 37 653 ZZ 35 Epoxy.1.IardroleLiner 333960 VF 76 '?wa 4% I S,2 Y7 36 Manhole Vacuum Testina 330130 EA 17 / 9d /03 V(, 37 4"Setver Service 333150 EA 102 o jJ. /oN44�f 38 Steel Encasement for Utility Pipes 33 11 10 LF I30 jo3 L1 39 Connect to Ex 4Manhole 33 31 20 EA 1 /708, y40 Remove&Replace Exisimg Pvmt 00 00 00 SY z Z'Y,41 Trench Water Stops 3305 IS E4 IS 3 L S1 42 Trench Safety 3303 10 LF 4,113 43 4%12"Pressure Plug 0241 14 EA 1 8 z-dl 44 Post-CCTV Inspection 330131 LF 4,113 (p ,jy 67 TOTAL SANITARY SEWER IMPROV ..SIENT &,-Z3$ Z STORM DR NN IMPROVEMENTS 45 5x4 Box Culvert 3341 10 LF 438 317 Z9 GY ZG 46 4x4 Box Culvert 3341 10 LF 393 Z Y/,/6 f:ysJ r- 47 43"RCP,Class 111 3341 10 LF 483 1. S$ 1Z 3-X ?Z 49 42"RCP.Class[it 3341 to LF 199 L$/5- d AM 3r 49 36"RCP,Class 111 3341 10 LF 340 9 V7 SD 27'RCP,Class Ili 33 41 10 LF 171 $ // 1L 51 24"RCP,Class III 3341 10 LF 2.1941 9Z 1.73 0 e;f 52 21,RCP,Class 111 3311 10 LF 677 P U, 517 01L rZ 53 10'Curb Inlet 33 49 20 EA 3 115-2$ 3 It 7y 54 15'curb Intel 33 49 20 EA 17 $96 Lto 2l;•r 55 15'Recessed Inlet ( 33 49 20 EA 6 boy8 7/ z 1_tL 56 10'Recessed Inlet 33 49 20 E3 2 4, 7 T.S ZY&S� 57 4'Drop Inlet 314%20 E4 2 Z� 53 4'Sturm Junction Box 334910 EA 9 3zzl>' 59 5 Storm Junction Box 334910 EA 5 �7 K9 Z Z. — 60 G Stoma Junction Box EA 3 j p S6 47 61 S x4'Std stuping 11cadwnn Ea 1 38 2 r 6y ?t/ 62 24"Storm Drain Plug 000000 EA 1 y 17 /!L Yl 63 S'Concrete Flume 334940 LF 392 j e L 1L 6 J SY 64 Large Stone Ripmp,grouted SY 41 / d G 63 Trench Safety LF 5,006 ,)/ 96 TOTAL STORVT DILAN IMPROVE3IE,iTS ?(,,/_=Y-7 Bid Summary Base Bid Water Improvements Sl L ZG 7.3/ Sanitary Sewer Improvements Ls 3d 12 Storm Drain Improticmcm3 Payment&Performance Bonds / ;F p, Mainicnancc Bond S 3 Jd7 •P Total Base Bid Z O Z7 $f 7 31 Alternate Bid Total Alternate Bidl 3311/It. ZS Deductive Alternate Bid Total Deductive Alternate Bid �.� Additive Alternate Bid Total Additive Aitemgte Bid Total Bidt 36/ G?a ! I ------------------------------------------------------------------------------------------- ------------------- ------ -------------------- LAKE WORTH �� 2� URERSrAIE wy�r 820 W FSF��FMEAirROAD �Q. P G� INfEFSTATE 30 ��rArE N 30 W NOT TO SCALE I I F UI • O d JI Q U ' W • U • S • ` --------------------------------------------------------------------------------------------------------------------------------------------- y� `a OWNER/ DEVELOPER: PELOTON o O NORTH 300 LIVE OAK CREEK LAND �OLVTION� 351 DEVELOPMENT, LLC 5751 KROGER DRIVE PHASE 5 7 SUITE w P.O.BOX 1122 KELLER,TX 76244 w ARGYLE,TEXAS 76226 PHONE:817-562-3350 GRAPHIC SCALE PHONE:214-455-8759 (SHEET XOF 7) o DATE:JULY,2018 a i I I II i t \ I I I I I 1z 13 to 1s rF 10 WYELLOW OOD WAY I , 2 9 ® , 171 f. 9 la 13 12 11 -' fs 15 � N HOGNUT GOURT < O � I \ 2 d 5 B 13 W 12 10x 9 B ) 11 t2 I I \ 11X 9 \ — � MADRONO DRIVE � I I 2 3 to I ' © B 9 13 it 12 13 28 27 2fi 25 2a23 0¢ 17 22 Q 20 19 F iB 16 15 14 18 9UlLNUT TRAIL I , 27 2 2 26 21 22 21 20 19 iB 21 - Em I GNUTT IL LEGEND I M PROPOSED WATER LINE I I PROPOSED GATE VALVE — —- EXIST GATE VALVE o. Doom PROPOSED FIRE HYDRANT — -- EXIST FIRE HYDRANT . LL NOTE:ALL PROPOSED WATER LINES ARE 8" W UNLESS OTHERWISE NOTED EXHIBIT A - WATER a OWNER / DEVELOPER: PELOTON o LIVE OAK CREEK `""° '°`"T'°"' 0 NORTH 300 351 DEVELOPMENT, LLC 5751 KROGER DRIVESUITE 185 J' PHASE 5 P.O.BOX 1122 KELLER,TX 76244 w GRAPHIC SCALE PHONE'2114-4 5 8759XAS 6 PHONE;817-562-3350 (SHEET 2 OF 7) DATE:JULY,2018 6 ---------------------- --------------------------- ------------ ----------- ............ . -- ... ......... ---- ....---... --- I I II I \ I � ® 1 13 13 fa 15 10 YELLoww000 wnv 2 i i I 1 6 9 1B I \ ® 3 B 1 i I �\ \ 14 13 12 1p 4 16 1 J 1 I 11 1 15 g I 1 ; \ ` 1 14 fi 1 2 3 5 b 13 1 1 10 1 1 1 I \ \ ® F` 10x 9 B J III \ g2\ f,x 9 — I _ \ 713 1x 2 3 4 5 6 14 1 �\ ] B 1 I \ 1 © 9 10 11 12 13 1 15 j fi I 1 23 22 31J i 30 19 16 17 16 15 14 18 Il 1s I ( 1 I 33 32 31 30 24 �- -INS ' 23 23 21 20 19 18 211. PIGNUTTR L 111 INS I , I LEGEND I yl PROPOSED SEWER LINES 0. EXIST SEWER LINES JI NOTES: 1. ALL PROPOSED SANITARY SEWER LINES ARE 8"UNLESS OTHERWISE NOTED. 2. ALL SANITARY SEWER MANHOLES ARE 4' DIA W UNLESS OTHERWISE NOTED. EXHIBIT A1 - WASTEWATER ..................... --------------------------------------------------------------------------------------------------------------------- a OWNER/ DEVELOPER: 1101 PELOTON o LIVE OAK CREEK LAND SOLUTIONS ml 0 NORTH 300 351 DEVELOPMENT, LLC 5751 KROGER DRIVE PHASE 5 SUITE 7 P.O.BOX 1122 KELLER,TX 76244 w ARGYLE,TEXAS 76226 PHONE:817-562-3350 GRAPHIC SCALE PHONE:214-455-8759 (SHEET 3OF7) o DATE:JULY,2018 I r I I I I I I I I I I I I ................................................. ...... ---------------- ........ ............ ----------------------- ........ I I + ..�,._.._.._..e..._..�..�.._.._..�.._.em.._■ .I ■.M C.mon..a.p�r.T..e...�.._.._..ems.• �' \ III I I I 1 g 13 14la \ OL , e » e is I ,e u n t0 a , - I __j 'e 12 10 ix e I j 1 is I 1 ,° ,e Is u 19 m m I i 21 i f, -----------^i 1 I LEGEND 29'B—B 150' ROW(TYP)� 54'B—B/80' ROW(TYP) SIDEWALK BY DEVELOPER e ————— SIDEWALK BY HOMEBUILDER COO H.C. RAMPS BY DEVELOPER EXHIBIT-B..-.PAVING OWNER/ DEVELOPER: PELOTON 0 NORTH 300' LIVE OAK CREEK LAND SOLUTIONS 351 DEVELOPMENT, LLC 5751 KROGER DRIVE PHASE 5 7 SUITE P.O.BO>;1122 KELLER,TX 76244 ARGYLE, GRAPHIC SCALE HONE:2 4.4 5-8 596 PHONE:817-562-3350 (SHEET 4 OF 7) r ----------------------....------------.......---....-...-------------------------------------------...---.......------------------------------- \ .o, 4'x4'Y INL . \ ♦ N , ...x4-Y INL '= � .. �.� r .. �_ �,"�'•®_ \\\ /•` .� •, •i' YE�LL. VR GP WAY • 4'x4'MH i 2 • ^'_1 , -21"RCP •• �• e s ' _ _-— 2-15'INL ♦ , >, 1 s / \' t\�• 33"RCP I ° S 3'x3'MH ® Q 2-21"RCP n z• j 1 ` �w 2-151NL—j \ \y ,< ,a 2-21 RCP m z 1 \ .- •` 13 ,z ,1 2-15'INL ll f\\yy •\ I•• I 15 3 \� �l �\~ �.-j •� • HOGNUTCOURT 24"RCP 33'RCP /l 13 36"RCP I , \ \\\i�nq P•\ ® 11 "RCP s 36"RCP 21"RCPT— l�\r \ ,ox 9 0 ' 36"RCP 11 1210'INL '48"RCP Vr z \\\ „x 15'INl� I �..� 2-21"RCP _ 1 Y/ 2-15'INL 27"RCP 48" �R'v� 3 - 6'x6'MH 1 f ' \r o •\ • �.. RCP' RCP 5'x5'MH •48"RCP •48" �' 1 -- ... 21"RCP �\ 21 RCP z 3 s 21"RCP 1••�• RCP 1° 20'INL' .•15'INL 2-15'INL 21"RCP s i © 5'x5'MH ,z 13 21"R f1 \\� •, 38 2-21 "RCP zs 2. 23 2-21"RCP n I t 3'x3'MH, '�,J-1�NL 2-15'INL o s 1e 36 RCP 4'X4'MBC ' '\. V "1 u/ n 1e I{ 1s u 6 x6'MH 1 . 24"RCP _27"RC P•30""iP 1p .1..L. '' 7• p 30" CP 36" 2-21"RCP - { 3'x 'MH 33 V 31 t 'RCP 2-10-INL I, 1 3a se n 2-21"RCP _ I• ■..� .� . i' ■� z z. z3 zz2-15'INzoI s ,e .pjQauJBA14 5k4'MBC j - ° 5'x4'MBC 1 ..1..L.hw,ADD. 6'x6'MH i t� LEGEND -L_ PROPOSED STORM DRAIN INLET 0 - - - 1- - - EXIST STORM DRAIN INLET . Q ---'—�— PROPOSED STORM DRAIN MANHOLE PROPOSED STORM DRAIN HEADWALL ' U 'y EXHIBIT B1 - STORM DRAINAGE IJ OWNER/ DEVELOPER: �;;I'.iII�PELOTON o Q NORTH 300' LIVE OAK CREEK - , IAMr .OLV710 M. 351 DEVELOPMENT, LLC 5751 KROGER DRIVE PHASE 5 SUITE 7 P.O.BOX 1122 KELLER,TX 76244 w ARGYLE,TEXAS 76226 PHONE:817-562-3350 0 GRAPHIC SCALE PHONE:214-455-8759 (SHEET5J2018 3 DATE:JULY, 6 o x 1 \\ ♦■IDim umumIImIImIamIImIIDo12MEnmIIDomm�mII�� 1a 11 .1 ®.r��n��u���n�n��a \� 12 13 14 15 1 - '•• .. � ® ,®...ter'` \�.,��,�.C\ •, �i'�'•YELLOWWOOD WAY `_3 - _.._. �,.. '. ..®.. I + _ �� � r•.r. •B a � 1 1 1 J� t 1 12 11 1� • 4 • j L� _ � v ( 1 ° I vvvvvv�►ya �A r' I 1 0 1 eo HOGNUT COURT • Q• 5 Z�� - �. ____ ! 1 ` W 2 10 6 m 1 \ I \ 9 t2 1 I �i pm 10X v e 11 •L'2 g _ 1 A. PC •• MADRONO ORNE �.�.. ..J• -_.__i - : i A. 3 177 1 25 � � I ' • •• • 18 15 14 •� ; 18 j ° 5 � ,� "ULLNUTTRAIL •• .• .. .. w ,e I • 1 M 132 31,30 29 2) 2 24 • 20 l9 I 1 23 22 21 20 19 B• •�•.�..w...s..�.,A A '� i t'•-. �� � I11+r PIGNUT TR p•L ': 1 i 1 Uj �I �+ O LEGEND PROPOSED STREET NAME SIGNS U EXIST STREET NAME SIGNS ' U • S EXHIBIT C1 - STREET NAME SIGNS ------ ---- `o OWNER/ DEVELOPER: IiIII PELOTON o LIVE OAK CREEK `""° '°`"T'°"' 0 NORTH 300° 351 DEVELOPMENT, LLC 5751 KROGER DRIVE J' PHASE 5 7 SUITE P.O.BO)C 1122 KELLER,TX 76244 w GRAPHIC SCALE ARGYLE, 6 PHONE:817-562-3350 HONE:214-455-8759 0 (SHEET 7 OF 7) DATE:JULY,2018 COMPLETION AGREEMENT—SELF FUNDED This Completion Agreement("Agreement"), is made and entered into by and between the City of Fort Worth, ("City") and 351 Development, LLC., a Texas Limited Liability Corporation, authorized to do business in Texas, ("Developer"), effective as of the last date executed by a Party hereto. The City and the Developer may collectively be called the"Parties". WITNESSETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 32.785 acres of land 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 018-020 or FS N/A; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development, Live Oak Creek, Phase 5 for Water, Sanitary Sewer, Paving;, Storm Drain, & Street Lights ("Improvements"); and WHEREAS, the City has required certain assurances that the Developer will cause to be constructed to City standards the Improvements pursuant to the Community Facilities Agreement; 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 mutual covenants and agreements hereinafter set forth,it is hereby agreed by and between City and Developer 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 (as shown on Exhibit "B") required to complete the Community Facilities in the aggregate should not exceed the sum of three-million two-hundred eight}-eight thousand four- hundred fifty-two and ninety -six Dollars (3,288,452.96), hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 1 of 12 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. City hereby waives the requirement for developer to deposit a financial guarantee of 100% of the Hard Costs under the CFA Policy. 3. Completion by the Developer. The Developer agrees to complete the Community Facilities and pay all Hard Costs in accordance with C ty standards, the CFA, the Plat, and the Plans as approved by the City. For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Community Facilities pursuant to Section 6,hereof. 4. 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 Financial Guarantee, as described in the C]�A Policy, or other requirements for security in connection with the development of the Property 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 lieu thereof. To the extent the CFA irreconcilably con Iicts with this Agreement, the provisions of this Agreement shall control. 5. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Community Facilities; or (b) mutual written agreement of the Parties. 6. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Community Facilities 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 City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 2 of 12 the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 7. Construction Contracts. Developer agrees to include in each Construction contract 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 guarantee any payment for work performed on the Community Facilities; 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; and D. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in(a), (b) and (c) above. 8. 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 Planning&Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: CFA Division Janie Morales,Development Manager Email: Julie.Westermanafortworthtexas.gov Confirmation Number: 817-392-2677 and/or CFA Division Email: CFA(a)fortworthtexas.gov Confirmation Number: 817-392-2025 City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 3 of 12 With a copy thereof addressed and delivered as follows: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Richard A. McCracken Assistant City Attorney Confirmation Number: 817-392-7615 (ii) Notice to the Developer shall be addressed and delivered as follows: 351 Development,LLC. P.O.Box 1122 Argyle, TX 76226 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 invalic., 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. G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to this Agreement. City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 4 of 12 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—Self-Funded CFA Official Release Date: 07.01.2015 Page 5of12 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: 351 Development, LLC. Jesus J.Chapa(Jan 17,2019) Jesus J Chapa Steven 12019_ Assistant City Manager Name: Steve Gee Title: Manager Date; Jan 17,2019 Date: Jan 14,2019 Approved as to Form &Legality: Contract Compliance Manager R `d A. m.-�Az&p By signing 1 acknowledge that I am the Richard A.McCracken(Jan 17,2019) person responsible for the monitoring and Richard A. McCracken administration of this contract, including Assistant City Attorney ensuring all performance and reporting requiremems. ATTEST: '^ '2�lt/GJD�GI�t Janie Scarlett Morales(Jan 17,2019) Janie S.Morales Development Manager Mary IK r OV9,2019) Mary J.Kayser City Secretary M&C: Date: City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 6 of 12 LIST OF EXHIBITS ATTACHMENT"1"-CHANGES TO STANDARD AGREEMENT EXHIBIT A- LEGAL DESCRIPTION EXHIBIT B - APPROVED BUDGET City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 7 of 12 ATTACHMENT "1" Changes to Standard Agreement Self-Funded Completion Agreement None City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 8 of 12 EXHIBIT A LEGAL DESCRIPTION BEING A TRACT OF LAND SITUATED IN THE J.T. ALLEN SURVEY, ABSTRACT NUMBER 67 AND THE F.W. SCHOEVERLING SURVEY, ABSTRACT NUMBER 1398, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED BY DEED TO LO. HAYWIRE INVESTMENT, L.P. RECORDED IN INSTRUMENT NUMBER D216297240, COUNTY RECORDS, TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER LIVE OAK CREEK, PHASE 3A, AN ADDITION TO THE CITY OF FORT WORTH RECORDED IN INSTRUMENT NUMBER D217259923, SAID COUNTY RECORDS, AND BEING IN THE EAST LINE OF LIVE OAK CREEK PHASE 1, SECTION 1, AN ADDITION TO THE CITY OF FORT WORTH RECORDED IN CABINET A, SLIDE 12888, SAID COUNTY RECORDS, THE BEGINNING OF A CURVE TO THE LEFT; THENCE WITH THE WEST LINE OF SAID LO. HAYWIRE INVESTMENT TRACT AND EAST AND NORTH LINES OF SAID PHASE 1 THE FOLLOWING COURSES AND DISTANCES: WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 146.26 FEET, THROUGH A CENTRAL ANGLE OF 04-12'02", HAVING A RADIUS OF 1995.00 FEET, THE LONG CHORD WHICH BEARS N 08°21'42"W, 146.23 FEET TO THE NORTHEAST CORNER OF SAID PHASE 1; S 83°34'14"W, 40.10 FEET, TO THE BEGINNING OF A NON- TANGENT CURVE TO THE LEFT; WITH SAID NON-TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 897.70 FEET, THROUGH A CENTRAL ANGLE OF 25°46'54", HAVING A RADIUS OF 1955.00 FEET, THE LONG CHORD WHICH BEARS N 23°26'07"W, 872.30 FEET; N 53°40'26"E, 80.00 FEET, TO THE BEGINNING OF A NON- TANGENT CURVE TO THE LEFT; WITH SAID NON-TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 106.46 FEET, THROUGH A CENTRAL ANGLE OF City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 9 of 12 02°59'50", HAVING A RADIUS OF 2035.00 FEET, THE LONG CHORD WHICH BEARS N 37°49'29"W, 106.44 FEET; N 39-19'24"W, 126.28 FEET, THE NORTHWEST CORNER OF SAID LO. HAYWIRE INVESTMENT TRACT; THENCE N 50°41'21"E, WITH THE NORTH LINE OF SAID LO. HAYWIRE INVESTMENT TRACT, AT 20.00 FEET THE SOUTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED BY DEED T() ANTHONY 2007 IRREVOCABLE ASSET TRUST RECORDED IN INSTRUMENT NUMBER D216296175, SAID COUNTY RECORDS, IN ALL 152.18 FEET TO AN ELL CORNER IN THE NORTH LINE OF SAID LO. HAYWIRE INVESTMENT TRACT, BEING THE SOUTHEAST CORNER OF SAID ANTHONY 2007 IRREVOCABLE ASSET TRUST TRACT AND BEING THE SOUTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED BY DEED TO WILKINSON HIGHLAND FARM, LLC. RECORDEI) IN INSTRUMENT NUMBER D213047282, SAID COUNTY RECORDS THENCE N 89052'55"E, 1142.55 FEET, WITH SAII) NORTH LINE AND THE SOUTH LINE OF SAID WILKINSON HIGHLAND FARM TRACT; THENCE S 00°29'40"E, 858.61 FEET, DEPARTING SAID COMMON LINE OVER AND ACROSS SAID LO. HAYWIRE INVESTMENT TRACT TO THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT; THENCE WITH SAID NON-TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 56.80 FEET, THROUGH A CENTRAL ANGLE OF 02014'41 HAVING A RADIUS OF 1450.00 FEET, THE LONG CHORD WHICH BEARS S 89022'18"E, 56.80 FEET; THENCE N 89030'20"E, 53.21 FEET; THENCE N 44030'20"E, 14.14 FEET; THENCE N 89030'20"E, 50.00 FEET; THENCE S 00029'40"E, 25.00 FEET; THENCE N 89030'20"E, 122.29 FEET; THENCE S 00048'42"E, 455.01 FEET; THENCE S 89030'21 "W, 114.85 FEET; City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 10 of 12 THENCE S 44023'19"W, 14.11 FEET, TO THE EAST RIGHT-OF-WAY LINE OF RETAMA DRIVE (A 50 FOOT RIGHT-OF-WAY) AND BEING THE WEST LINE OF AFOREMENTIONED LIVE OAK CREEK, PHASE 3A; THENCE N 00043'22"W, 20.18 FEET, WITH SAID WEST LINE TO THE NORTHEAST CORNER OF SAID PHASE 3A; THENCE WITH THE NORTH LINE OF SAID PHASE 3A THE FOLLOWING COURSES AND DISTANCES: S 89030'20"W, 192.23 FEET, TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 167.28 FEET, THROUGH A CENTRAL ANGLE OF 08052'27", HAVING A RADIUS OF 1080.00 FEET, THE LONG CHORD WHICH BEARS N 86003'26"W, 167.11 FEET; N 81037'12"W, 188.38 FEET, TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 224.09 FEET, THROUGH A CENTRAL ANGLE OF 07048'19", HAVING A RADIUS OF 1645.00 FEET, THE LONG CHORD WHICH BEARS N 85031'23"W, 223.92 FEET; N 89025'32"W, 124.51 FEET; THENCE S 83050'45"W, 60.00 FEET WITH THE SOUTH LINE OF SAID LO. HAYWIRE INVESTMENT TRACT AND THE NORTH LINE OF SAID PHASE 3A TO THE POINT OF BEGINNING AND CONTAINING 1,428,128 SQUARE FEET OR 32.785 ACRES OF LAND MORE OR LESS. City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 11 of 12 EXHIBIT B APPROVED BUDGET Section I Water $518,407.21 Sewer $465,238.82 Sub-total $983,6446.03 Section 11 Interior Streets $1,287,348.45 Storm Drains $964,723.07 Sub-total $2,252,071.52 Section III Street Lights $0.00 Sub-total $0.00 TOTAL $3,288,452.96 City of Fort Worth, Texas Standard Completion Agreement—Self-Funded CFA Official Release Date: 07.01.2015 Page 12 of 12 Developer and Project Information Cover Sheet: Developer Company Name: 351 Development,LLC. Address, State,Zip Code: P.O.Box 112 Argyle,TX 76226 Phone&Email: (214)455-8759 steve.gee@geedevelopment.com Authorized Signatory,Title: Bob Ladd,Manager Project Name and Brief Live Oak Creek,Phase 5 Description: Project Location: North of White Settlement,West of Chapel Creek Blvd. Plat Case Number: FP-018-020 Plat Name: Live Oak Creek Mapsco: 57P Council District: No. 7 City Project Number: 101607 CFA Number: 2018-092 DOE Number: N/A City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME Page 1 of 10 ESCROW AGREEMENT THIS ESCROW AGREEMENT(the"Agreement"),entered into as of this day of , 20_, by and among 351 Develoment, LLC., ("Developer"), the City of Fort Worth, a Texas municipal corporation ("Fort Worth") and Texas Capital Bank ("Escrow Agent") is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agreement for T;iv 1p x; eiy ;P ase 5 (CFA# 20I8-092, DOE# N/A City Secretary No. ,) in the City of Fort Worth,Tarrant County,Texas (ihe"CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance bonds, cash deposits or other financial security acceptable -o 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 ($10.00) and other good and valuable consideration,the receipt, sufficiency z.nd adequacy of which are hereby acknowledged,the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. For the purposes of this Agreement, unless the context otherwise clearly requires, the following terms shall have the following meanings: "Security Funds" shall mean the cash deposit of one-hundred forty-eight thousand four- hundred nineteen dollars and twenty-six cents ($ 148,419.26), 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 exception of the interest income to be derived therefrom (whic-i interest income shall remain 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 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 ME 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 WORTH 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 ir-►mediately 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 i:o 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. To Developer: 351 Development, LLC. Attention: Bob Ladd and Steve Garza 2727 Routh Street Dallas , Texas 75201 City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME Page 4 of 10 To: Escrow Agent: Texas Capital Bank;N.A. Attention: Ryan McGrew 2000 McKinney Avenue, Suite 1800 Dallas,Texas 75201 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: (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 City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME Page 5 of 10 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 1?scrow 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-comple.ed 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 fl-ie 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 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 (51/o) 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. City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE Page 6 of 10 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. 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 City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 7LE Page 7 of 10 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 351 Development,LLC. Jesus J.Chapa(Jan 17,2019) bob lra& Jesus J. Chapa bob[add(Jan 15,2019) Assistant City Manager Name: Bobb Ladd Title: Manager Date: Jan 17,2019 Date: Jan 15,2019 Approved at to Form &Legality: ESCROW AGENT Texas Capital Bank,N.A. RicLar�A. MecracketL Richard A.McCracken(Jan 17,2019) �� Richard A. McCracken P.Ryan M ew(Jan 17,2`019) Sr.Assistant City Attorney Name: Ryan McGrew M&C No. Title: Vketfts&d(RWatory's Title> Date: Date. Jan 17,2019 ATTEST: ` �•Y�FpRT� •0 Contract Compliance Manager By signing I acknowledge that I am the Mary J.K r(Ja ,2019) U `_ .= person responsible for the monitoring and Mary J. Kayser administration of this contract, including City Secretary ensuring all performance and reporting 7EXAS requirements. �7,lel% uGG11-G2t�i✓1)Mle.i Janie Scarlett Morales(Jan 17,2019) Janie S. Morales Development Manager City of Fort Worth,Texas OFFICIAL RECORD Escrow Pledge Agreement ��yy � CFA Official Release Date:07.01.2015 Revised .�rrJJ7'.ZMffLreR ETARY Page 9 of 10 FT. WORTH,TX ATTACHMENT "1" Changes to Standard Agreement Escrow Pledge Agreement City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE Page 9 of 10