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Contract 25393
f COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS b City Secretary COUNTY OF TARRANT S Contract No. 3 C WHEREAS, West.Com.Investments, L.P., hereinafter called "Developer", desires to make certain improvements for water and sewer facilities for Fossil Hill Estates, Phase I, an addition to the City of Fort Worth, Texas; and WHEREAS, the said Developer has requested the City of Fort Worth, a Municipal Corporation of Tarrant and Denton Counties, Texas, hereinafter called" City", to do certain work in connection with said improvements: NOW, THEREFORE, KNOW ALL BY THESE PRESENTS: That said Developer, acting herein by and through Tom Blanton, its duly authorized general partner, and the City, acting herein by and through Mike Groomer, its duly authorized Assistant City Manager, for and in consideration of the covenant and agree as follows, to-wit: G�MORE 0 5EC301) VI SECTION ONE COMMUNITY FACILITIES AGREEMENT to install WATER AND SEWER SERVICES for FOSSIL HILL ESTATES,PHASE 1 A. The City agrees to permit the Developer to let a contract for, in accordance with its accepted practices, ordinances, regulations, and the provisions of the City Charter, and subject to the requirements of the City's Charter, and subject to the requirements of the City's Policies and Regulations for Installation of Community Facilities, all as current at the time of installation: WATER FACILITIES serve the lots as shown on the attached Exhibit A , and SANITARY SEWER FACILITIES to serve the lots as shown on the attached Exhibit A-1 _ all in accordance with plans and specifications to be prepared by private engineers employed by the Developer and approved by the Water Department. B. The City agrees to allow the Developer to install, at his expense, at the time all other water mains in this addition are installed, a service line for each lot as shown on the attached Exhibit A . The estimated cost of these service lines is $ 94,500.00. The City agrees to record the location of each said service line in respect to the corner of the lot served, and to retain said records in its possession. C. The construction cost of the water facilities herein concerned, exclusive of service lines and engineering, is estimated to be THREE MILLION, THIRTEEN THOUSAND, NINE HUNDRED AND FIFTY Dollars ($3,013,950.00) . D. The City agrees to allow the Developer to install, at his expense, at the time all other sanitary sewer mains in this addition are installed, a service line for each lot as shown on the attached Exhibit A-1 . The estimated cost of these service lines is $ 80,300.00. The City agrees to record the location of each said service line in respect to the corner of the lot served, and to retain said records in its possession. E. The construction cost of the sanitary sewer facilities to be installed hereunder, exclusive of service lines and engineering, is estimated to be ONE MILLION, TWO HUNDRED NINETY-FOUR THOUSAND, EIGHT HUNDRED AND TWENTY-FIVE Dollars ($ 1,294,825.00). PROJECT NAME: FOSSIL HILL ESTATES, PHASE 1 F. Prior to allowance of the construction contract by Developer, the Developer agrees to provide acceptable financial guarantee to the city for 100 percent of the construction of the construction costs along with payment of any Ordinance costs and fees that are applicable. Prior to the award of the construction contract by the City or the commencing of any work by the City or its contractors, the Developer agrees to pay to the City: (1) (a) One Hundred percent (100%) of the Developer's cost of all water and sanitary sewer facilities within the development, exclusive of engineering and service costs, sized to provide water and sanitary sewer service within the development. (b)One hundred percent (100%) of the Developer's cost of all approach water and sanitary sewer facilities outside the limits-of the development sized to provide water and sanitary sewer service to the development. (c) One hundred percent (100%) of the Developer's cost of any approach water main facility or water facility within the development that is 8-inches in size for non-industrial development and 12- inches in size for industrial development. (d)One hundred percent (100%) of the Developer's cost of any approach sanitary sewer main facility or sanitary sewer facility within the development that is 8-inches in size. (2) An additional ten percent (10%) of the total of the Developer's cost of these water and sanitary sewer facilities, exclusive of cost of service lines, is required for design engineering if such engineering is performed by the City at the Developer's request. (3) One hundred percent (100%) of the Developer's cost of all service lines, estimated under B and D above, in accordance with the provisions of the current Fort Worth City Code. (4) A construction Inspection Fee equal to two (2%) of the Developer's actual cost share of the construction cost (including all services) of the water and/or sanitary sewer facilities. I-2 PROJECT NAME: FOSSIL HILL ESTATES,PHASE 1 G. The distribution of estimated construction cost between the City and the Developer, as per paragraph F above, for all water and sanitary sewer facilities to be constructed hereunder is estimated as follows: (1) WATER FACILITIES : Estimated Estimated Total Developer City Cost Cost Cost (a) Mains, Within Development $ 204,000 $ 0 $ 204,000 Approach $ 832,170 $ 1,972,780 $2,199,550 (b) Easements* $ *** 5,000 $ 0 $ *** 5,000 (c) Services (280-1")$ 94,500 $ 0 $ 94,500 Sub-Totals, Water $ 1,135,670 $ 1,972,780 $3,108,450 (2) SANITARY SEWER FACILITIES: (a) Mains, Within Development $ 191,840 $ 5,400 $ 197,240 Approach $ 556,985 $ 540,600 $ 1,097,585 (b) Easements * $ 0 $ 0 $ 0 (c) Services ( 280 -4")$ 80,300 $ 0 $ 80,300 Sub-Totals, Sewer $ 829,125 $ 546,000 $ 1,375,125 (3) TOTAL CONSTRUCTION COST:$ 1,964,795 $ 2,518,780 $ 4,483,575 (4) CONSTRUCTION INSPECTION FEE : $ 39,296 $ 50,376 $ 89,672 * All the easements required for this project will be obtained/ dedicated by the developer. ** See pages 6&7 for detail of City participation. *** See item "M." of page 1-5 for easement vacation. I-3 PROJECT NAME: FOSSIL HILL ESTATES,PHASE 1 H. The above charges do not include any front foot charges for connection to existing or proposed water and/or sanitary sewer mains constructed or to be constructed under the provisions of the "APPROACH MAIN OPTION" as described in Section III of the Policy for the "INSTALLATION OF COMMUNITY FACILITIES" adopted in September, 1992. These additional charges are as follows: 1. Applicable to this Contract in the amount of $ N/A. by Contract No. N/A _dated N/A Applicable CFA Name N/A Date: N/A Number N/A 1. When water facilities are installed by contract, installation of water services will be included as part of the contract. Installation of meter boxes on those services may be done by the City, after completion of construction of all relative curb and gutter work on the water facilities project site, at a cost of$70/$135 per contract-installed charge to be due and payable prior to issuance of a Work Order on the water facilities installation contract. The above charges do not apply if the Developer elects to include meter box installation as part of the contract. However, meter boxes must conform City standards. J. Within a reasonable time after completion of the above referenced facilities to be constructed by contract awarded by.the Developer, provided all conditions for City participation have been met, the City agrees to pay the Developer the "Estimated City Cost' set out in G above; provided, however, that said payment shall be calculated using the actual construction costs and actual service costs under the provisions of the current Fort Worth City Code, (said payment to be calculated as in G above), based on actual quantities as reflected in the final estimate paid to the Contractor by the Developer and on the actual records of cost kept by the City as a part of its customary procedures. In the event the difference in the deposit and the actual costs exceeds $25, Developer agrees to pay to the City any underpayment which said adjustment might indicate as being due, and the City agrees to pay to Developer any � overpayment. I-4 t t PROJECT NAME: FOSSIL HILL ESTATES, PHASE 1 K. Work hereunder shall be completed within two (2) years from date hereof, and it is understood that any obligation on the part of the City to make any refunds with respect to water and/or sanitary sewer facilities shall cease upon the expiration of two (2) years from date hereof, except for refunds due from "front foot charges" on water and sanitary sewer mains, which refunds may continue to be made for a period of ten (10) years commencing on the date that approach mains are accepted by the Director. If less than 70% of the eligible collections due to the developer has been collected, the Developer may request in writing an extension of up to an additional 10 years for collection of front foot charges. In the event water and/or sanitary sewer facilities work is not completed within the (2) year period, City may, at its election, complete such work at Developer's expense. L. It is further agreed and understood that any additional payment required of Developer is to cover only such additional work and/or materials as may be made necessary by conditions encountered during construction, and shall not include any change in scope of the project. M. In 1981, the City acquired a permanent sanitary sewer easement and a temporary construction easement , located in the A. S. Roberts Survey, Abstract No. 1262, Tarrant County Texas, Volume 7232, Page 944, from Frederick Pferdmenges and Mary Elizabeth Thames for Five Thousand ($5,000) Dollars. The sanitary sewer main M-405* was subsequently constructed on the adjacent property to serve Twin Mills Subdivision without utilizing the acquired easements. The representative of the property owner, Eugene Hasten Commercial Real Estate has requested that the City release the unused easements and has agreed to return to the City the original purchase price of $5,000 as consideration of the release. The Water Department agrees to release the easements as they will not be utilized in the future. In return, the Developer has dedicated a 15 foot wide easement along the south side of the property which is indicated in the exhibit attached herewith. (Exhibit A-2). ECOMMENDED: Le C. Bradley, Jr. Director Water Department 7— Date I-5 ** CITY PARTICIPATION BREAK-DOWN FOR: FOSSIL HILL ESTATES, PHASE I OVERSIZED WATER MAIN (Developer pays up to 12" waterline; City pays the difference between 30"/12" and 24"/12" water line, valves and fittings) 36'712" Water Line ($84-$18.70) 24,600 L.F. x $65.30 = $ 1,606,380.00 36"/12" bore & pipe ($492-$230) 300 x $ 262.00 = $ 78,600.00 36'712" Butterfly/Gate Valve ($33,600-$1,200) 7 Each x $ 32,400.00 = $ 226,800.00 6" Blow—Off Valve 8 Each x $5,000.00 = $ 40,000.00 2"Air Release Valve 6 Each x $3,500.00 = $ 21,000.00 Subtotal $1,972,780.00 I-6 OVERSIZED SEWER MAIN (Developer pays up to 12" sewer line; City pays the difference between 30"/12,27"/12, & 15"/12" and 12"/8" sewer line and manholes) Offsite Sewer: 30"/12" Sewer Line ($60-$17) 10,.100 L.F. x $43 = $ 434,300.00 27"/12" Sewer Line ($56-$17). 1,200 L.F. x $39 = $ 46,800.00 30"/12" DI Sewer Line in Casing($605-$280) 100 L.F. x $325 = $ 32,500.00 15"/12" Sewer Line 6'-8'($19-$16) 200 L.F. x $ 3.00 = $ 600.00 15"/12" Sewer Line 8'-10'($21-$18) 1,000 L.F x $ 3.00 = $ 3,000.00 15"/12" Sewer Line 10'-12'($23-$20) 1,200 L.F x $ 3.00 = $ 3,600.00 15"/12" Sewer Line 12'-14'($27-$24) 900 L.F x $ 3.00 = $ 2,700.00 15712" Sewer Line 14'-16($31-$28) 1,000 L.F x $ 3.00 = $ 3,000.00 15"/12" Sewer Line 16'-18($35-$32) 600 L.F x $ 3.00 = $ 1,800.00 15712" Sewer Line 18'-20($40-$37) 600 L.F x $ 3.00 = $ 1,800.00 574' manhole ($2,000-$1,300) 15 Each x $ 700.00 = $ 10,500.00 Subtotal $ 540,600.00 Onsite Sewer: 1278" sewer pipe ($17-$15) 2,700 x $ 2.00 = $ 5,400.00 TOTAL CITY PARTICIPATION FOR WATER DEPARTMENT $1,972,780 + $540,600 + $5,400= $2,518,780 I-7 II ` STREET AND STORM DRAIN IMPROVEMENTS A. GENERAL PROVISIONS: 1. The Developer acknowledges that he has complied with Article 104.100 of Ordinance 7234 and hereby relieves the City of any responsibilities for any inadequacies in preliminary plans and cost estimates supplied for the purpose of this contract and further agrees that he will comply with the Subdivision Ordinance, City Plan Commission Rules and Regulations, and Policy for Installation of Community Facilities and all applicable policies, rules, regulations and ordinances of the City regarding development. 2. The Developer agrees to install or cause to have installed, the street and storm drainage facilities improvements shown on the attached Exhibits "B" and "B-1", respectively, in accordance with plans and specifications prepared by the City. or prepared by the Developer's engineer and approved by the City Engineer. 3. The Developer agrees to install, adjust or cause to be installed or adjusted, all of the required utilities to serve the development. On Border Streets, the Developer will be responsible only for the costs of relocating the utilities, with the City coordinating the utility construction. Prior to construction, the Developer will provide the City a list of all utilities that will require relocating, along with assurance that no conflicting street construction will take place until the utility relocation has been completed. The Developer further agrees that before commencing construction the City will be provided Performance and Payment bonds equal to 100% of the construction costs and a one year Maintenance Bond, for the constructed streets. The Developer also agrees that no street construction shall begin prior to the City Council's approval of this Community Facilities Agreement, in accordance with Section 104.100 of City Ordinance No. 7234. 4. Except where specifically stated otherwise in this contract, the Developer hereby agrees and binds itself to provide all necessary right-of-ways and/or easements required to construct the street improvements including any drainage outfall, in lengths, widths, and locations as approved by the City Engineer. 5. Unless the City is to prepare plans and specifications for a separate project of estimated value less than $10,000 as requested by the Developer, the Developer agrees to submit plans and specifications prepared by an approved Professional Engineer, registered in the State of Texas, proficient in Civil Engineering, for the improvements required under this agreement. Such plans shall be in compliance with the policies, ordinances, and CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-1 rules of the City of Fort Worth, and are subject to approval by the City Engineer. After said plans are approved as witnessed by the signatures of the City Engineer and of the Deputy Director of the Water Department, the Engineer shall provide the City one (1) set of reproducible approved plans, plotted x-sections, and specifications; and nineteen (19) copies of the plans and eight (8) sets of the specifications and contract documents four (4) unexecuted, 2 executed and 2 conformed sets). Additional sets of plans and/or specifications may be required for other departments and/or agencies depending on the project. 6. The Developer agrees to complete the improvements covered by this agreement within ninety (90) calendar days after having been instructed to do so, in writing, by the Director of Transportation and Public Works. It is understood that the Developer will initiate the construction of all improvements to conform with his own schedule, except for those improvements which the Transportation and Public Works Director deems necessary for the proper and orderly development of the area. In the event Developer fails to carry out any such instructions within the 90-day period, the Developer gives the City the right to award a contract for the improvements in question, and agrees to pay to the City prior to the award of the contract, the amount of the low bid. 7. The Developer agrees that all improvements to be constructed hereunder will be subject to inspection and approval by the City Engineer, and require any contractor who will be involved in any earthwork within any future public right-of-way, to notify the Department of Engineering, Construction Services Division, before any work takes place and to require all earthwork to be done in accordance with the City of Fort Worth Standard Specifications to the satisfaction and approval of the City Engineer or his representative. The developer also agrees that no street or storm drain construction shall begin prior to the City Council's approval of this Community Facilities Agreement in accordance with Section 104.100 of City Ordinance No.7234. 8. The Developer agrees to furnish to the City simultaneous with Developer's execution of this agreement, "performance and payment bonds" or cash deposit in accordance with "General Requirements," Section V, Paragraph F (4) of this agreement. These bonds or deposit will be conditioned upon the satisfactory compliance by the Developer with all requirements concerning improvements as set forth in this agreement, including, but not limited to, making payments to any persons, firm corporation or other entity with whom the Developer has a direct contractual relationship for the performance of City work hereunder. 9. In the event the Developer awards his own contract and does not desire City participation, the Developer shall pay the entire cost of the street and/or storm drainage CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-2 facilities. The condition set out in "General Requirements," Section V, Paragraph F of this agreement shall apply. 10. In the event the Developer desires City participation and follows the procedure as set forth in Section IV and V of the Policy For The,Installation of Community Facilities, the City's participation in the costs shall be as shown in Section II-B, (Street Improvements) and Section II-C (Storm Drainage Improvements) of this agreement. In no event shall the City be liable to the Developer for any payments in excess of the City's estimated participation unless and until there is separate and formal approval by the City Council to pay such excess amount. 11. Upon completion of these facilities, it is agreed and understood that the Developer's estimated participation in the costs as may be indicated in this contract, shall be adjusted to equal the final costs, except that the City shall not be obligated to make any refunds until all facilities required under all sections of this agreement have been completed to the satisfaction of the City. No refund of less than $25.00 will be made. In the event the difference in the deposit and actual cost exceeds $25.00, the Developer agrees to pay to the City any underpayment and the City agrees to refund any over payment to the Developer. 12. The City will provide construction engineering, except for the setting of line and grade stakes for streets and storm drains (see definition of Construction Engineering), without charge on all projects regardless of size. The setting of line and grade stakes for streets and storm drains shall be the responsibility of the developer except that the City reserves the right to pre-qualify persons and/or firms that are hired to provide this surveying and to check the accuracy of the surveying and the conformance of the stakes to the approved plans. Following the setting of line and grade by a private surveyor hired by the developer, the contractor shall give 24-hour notice to the Construction Engineer so that inspection personnel will be available. No work shall begin until the assigned inspector is present and gives his consent to proceed. 13. Approval by the City Engineer shall not constitute or be deemed to be a release of the responsibility and liability of the Developer, his engineer, employees, and agents for the accuracy and competency of their designs and specifications. Such approval shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the designs and specifications prepared by the consulting engineer, his agents and employees, it being the intent of the parties that approval by the City Engineer signifies the City's approval on only the general design concept of the improvements to be constructed. In this connection the Developer shall for a period of five (5) years after CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-3 the acceptance by the City of the completed construction project indemnify and hold the City and all of its officers, agents, servants and employees harmless from any loss, damage, liability or expense, on account of damage to property and injuries, including death, to all persons which may arise out of any defect, deficiency or negligence of the engineer's designs and specifications incorporated into any improvements constructed in accordance therewith, and the Developer shall defend at his own expense any suits or other proceedings brought against the City and its officers, agents, servants and employees, or any of them on account thereof, to pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith. 14. The developer agrees to construct street lights as specified in Section III of the agreement at the same time as streets are being constructed. B. STREET IMPROVEMENTS BY DEVELOPER: 1. Developer hereby agrees and binds itself to: a. Excavate all streets, including parkways, to line and grade established in the approved plans. No fill shall be put in place unless a City of Fort Worth inspector is present and approves the installation. b. Require any contractor who will be involved in any earthwork within any future public right-of-way, to notify the Department of Engineering, Construction Services Division, before any work takes place and to require all earthwork to be done in accordance with the City of Fort Worth Standard Specifications to the satisfaction and approval of the City Engineer or his representative. c. Install all necessary storm drainage facilities in accordance with the Transportation and Public Works Department's "Policy For Storm Drainage Facilities". d. Construct all utilities and services in the streets to at least two feet back to the curb line prior to the construction of curb and gutter and paving of the streets. All trenches shall be backfilled in accordance with standard City specifications. e. Construct concrete curb and gutter on both sides of the street, unless this agreement specifies otherwise, including intersections. Construct concrete driveways to the back of the walk line for each lot fronting on the street in accordance with standard City specifications. Construct sidewalks if specified in this agreement. f. Construct pavement, including subdrains determined to be required by the City Street Inspector during construction, on all streets in accordance with the approved plans and/or specifications. g. Improve border streets at the time of development unless conditions preclude improvements at that time as determined by the Director of Transportation and CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-4 Public Works. h. Construct, at its own expense, curb returns at all street intersections within or adjacent to the area covered by this agreement. i. Be responsible for grading the parkway between the curb lines and the property lines to elevations required by the City Engineer. j. Grade all 20' x 20' and 15' x 15' Open Space Easements down to a height of not more than twenty-four(24) inches above the top of curb. k. Construct, at its own expense, curb, gutter, and approved paving as depicted on Exhibit "B": 2. Cost Distribution: a. The City shall bear all of the excess cost of street improvements for widths greater than: • Forty (40) feet adjacent to property zoned single family and/or duplex residential. • Fifty-two.(52) feet adjacent to property zoned other than single family and/or duplex residential. b. If the developer constructs a wider street than requested by the City, there shall be no City participation for the cost of the extra width. However, in the event a street wider than forty (40) feet adjacent to single family.and duplex residential or fifty-two (52) feet adjacent to zoning other than single family or duplex residential is constructed at the City's request, the City will make the following reimbursement to the developer upon completion of the entire length of street included in this Community Facilities Agreement. (1) The reimbursement shall be for the cost of the road width in excess of forty feet adjacent to residential (single family or duplex) zoning and fifty-two feet adjacent to zoning other than single family or duplexes. (2) The reimbursement due to Item (1) above shall be based on unit prices actually paid by the Developer and approved by the Transportation and Public Works Director, except that the reimbursement for earthwork shall be established annually based on then current costs of doing this type of work, as determined by the City. c. On streets abutting City park property, the City will pay the cost of one-half of the curb, gutter, paving (including any base stabilization), and related earthwork adjacent to the park. CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-5 d. All Railroad Crossings shall be of type "Rubber Railroad Crossing" without exception. The City's participation in railroad crossings shall be in accordance with this Section. Furthermore, if it is necessary for the City to condemn Railroad property, the developer shall reimburse the City the entire cost of the condemnation process including attorney fees plus any other costs associated with the right-of-way and or easement acquisition. e. City shall pay engineering costs in the amount of six percent (6%) of the actual cost of the City's share of construction as defined above upon completion and acceptance of the street facilities. However for preparation of Community Facilities Agreements, the City shall use six percent (6%) of the estimated cost of its share of construction as defined for designed above engineering. f. The Developer shall pay a construction inspection and materials testing fee in the amount of two percent (2%) of the developer's share of the street construction cost as defined above. The two percent (2%) amount shall be included with the submittal by the developer of the performance and payment bonds, or cash together with the signed community facilities agreement to the Development Coordinator. For the preparation of a community facilities agreement, two percent (2%) of the estimated cost of the Developer's share of the street construction as defined above for the construction inspection and materials testing fee shall be used. At the time when bids are submitted and prior to the work order being issued, the Developer shall submit the amount in cash representing two percent (2%) of the Developer's share of the street construction cost. This amount may be adjusted by the Developer or the City, upon written request, to conform to the actual construction cost upon completion and acceptance of the street facilities, provided the difference is greater than twenty-five dollars ($25.00). 3. The following special cost distribution conditions shall be in lieu of, shall supersede and shall prevail over any of the standard cost distribution provisions which may be in conflict herewith. None CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-6 4. Estimate of Construction Cost For Internal Streets Unit Developer City* Total Item Quantity Price Cost Cost Cost Interior Streets -Fossil Hill Estates 28 Ft.Wide Roadway 1 L.S. $814,100 $814,100 $-0- $814,100 5"Reinf.Concrete 6"Lime Stab. Subgr. Subtotal $814,100 $-0 814100 10%Contingencies $81,410 ,�0 $81,410 TOTAL jq21510 $-0 895 510 *City's participation due to proposed park site is $ -0- CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-7 C. STORM DRAINAGE IMPROVEMENTS: 1. Based upon preliminary engineering design, the storm drainage facilities listed below are required. It is understood that actual sizes, quantities, and costs may vary after detailed engineering is accomplished, and bids are taken. Description of Work to be Done: The Developer agrees to install or have installed, the storm drain system for this project as shown on Exhibit "B-1", attached hereto, in compliance with all applicable City of Fort Worth Rules and Regulations and Construction Standards. Furthermore, the Developer also agrees: a. to construct all storm drainage facilities and appurtenances to the line and grade established in the final plans. b. to provide sufficient drainage easements for all storm drainage facilities outside a public right-of-way. Drainage easements shall be provided along the entire length of the system to include an outfall condition which is acceptable to the City Engineer. A detention pond may be provided in lieu of an adequate outfall with approval by the City Engineer. Drainage easements along a required outfall channel or ditch shall be provided until the flowline "day lights" on natural grade. The minimum grade allowed on an outfall channel or ditch will be 0.2 foot per 100 feet. Drainage easements will generally extend at least twenty-five (25) feet past an outfall headwall to provide an area for maintenance operations. c. to provide a drainage system which is fully functional and readily maintainable. d. to provide for storm flow resulting from a one hundred (100) year frequency storm in accordance with City drainage design criteria. Such flow once contained in a public drainage easement and/or right-of-way shall continue to be retained with public easements or rights-of-way, unless approved by the City Engineer under a strictly controlled set of criteria. Over-flow swales intended to convey "public" storm flow shall be contained in a drainage easement, included in the design plan, and constructed in conjunction with the storm drainage improvements. e. that the storm drain system will be designed to ultimate land use. If stage construction is used, temporary offsite measures can be utilized as development proceeds but must be approved by the City.Engineer. These temporary offsite measures must be brought into conformance with ultimate design standards as development proceeds. CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-8 2. Cost Distribution: a. The City shall not pay any amount in the cost of storm drainage facilities consisting of pipe 60-inches or less in diameter, including the cost of any trench and/or channel excavation, manholes, inlets, lead lines, headwalls and/or any other items to complete the system. b. Where pipe larger than 60 inches is used, the City shall pay twenty-five percent (25%) of the difference in construction cost between a sixty inch pipe and any larger pipe size. There will be no City participation in the cost of any trench and/or channel excavation, manholes, inlets, lead lines, headwalls, and/or any other items to complete the system. c. Where a lined channel is constructed, the City's participation shall be as follows: 1) Twenty-five percent (25%) of the cost of concrete lining in place provided the bottom of the channel is lined with concrete or consists of natural solid rook. 2) Twenty-five percent (25%) of the cost of gabion lining provided that the channel bottom is lined either with concrete or gabion; and/or the bottom of the channel consists of natural solid rock. 3) There shall be no City participation in the cost of any trench excavation, right-of-way, inlets, manholes, guard rail, rip-rap, seeding, sodding and/or any other appurtenances necessary to complete the drainage facilities. d. Where a bridge or culvert is constructed, the City's participation shall be as follows: 1) For systems smaller than or equal to a pipe size of sixty (60) inches in diameter, area-wise, there shall be no City participation. 2) Where the system is larger than a pipe of sixty (60) inches in diameter or is of some other shape with a cross sectional area of more than 19.6 square feet, the City shall base its share of the cost on the water shed area to be drained and will calculate its share according to the table below for any bridge and/or culvert for a street crossing up to a roadway width of: • Forty (40) feet adjacent to single family or duplex residential zoning and use. • Fifty-two (52) feet adjacent to any other zoning and/or use. CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-9 Watershed Area City's Participation (Acres) (% of Cost) up to - 1,000 25 1,001 - 1,500 30 1,501 - 2,000 35 2,001 - 2,500 40 2,501 - 3,000 45 3,001 - 3,600 50 3,601 - 4,200 55 4,201 - 4,800 60 4,801 - 5,400 65 5,401 - 6,100 70 6,101 - 6,800 75 6,801 - 7,500 80 7,501 - 8,300 85 8,301 - 9,100 90 9,101 - 10,000 95 Over - 10,000 100 3) Except as provided in Item 7., Page II-11, the City shall also pay one hundred percent (100%) of the cost of constructing the extra width of a bridge or culvert necessary for roadways in excess of: • Forty (40) feet adjacent to single family and/or duplex residential zoning and use. • Fifty-two (52)feet adjacent to any other zoning and use. 4) There shall be no City participation in the cost of parkway improvements, including pedestrian ways, guardrails, etc. 5) Developers shall submit cost estimates for both a bridge and culvert and City cost participation shall be limited to the lowest City cost estimate based on the standard cost distribution listed above. The City Council reserves the right to evaluate the overall economic benefits to the City in all cases where its participation in a bridge or culvert exceeds forty percent (40%). The Director of Transportation and Public Works shall submit an economic evaluation and recommendation to the Council in such cases. - CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 zz-lo 6) If the City requires a roadway width greater than those described above, 'one hundred percent (100%) of the additional cost of the drainage facility necessary for that excess width will be paid by the City of Fort Worth. 7) If the developer desires a roadway wider than determined necessary by the Director of Transportation and Public Works, then there shall be no City participation for the additional cost of the drainage facility necessary for the excess width. 8) Bids and estimates for the construction of bridges and culverts shall be prepared on a unit cost basis for the length of the basic structure (width of the street) with all appurtenances such as guard rail, wingwalls, etc., being separate bid items, so that the cost distribution due to oversize structures can be readily determined. e. The City will consider the level of service being required and City participation in extra cost of storm drainage facilities where the level of service is increased due to collector or thoroughfare street requirements. f. Storm flow shall not be diverted from its natural drainage course to a border street unless approved by the City Engineer. Where storm flow is diverted, in the opinion of City Engineer there shall be no City participation for the additional cost of constructing and/or oversizing any drainage facility or appurtenance required to handle such diverted storm flow and the City's participation shall stay the same as if the diversion did not occur. g. The City shall pay engineering costs in the amount of six percent (6%) of the actual cost of the City's share of construction as defined above upon completion and acceptance of the storm drain facilities. However, for preparation of Community Facilities Agreements, the City shall use six percent (6%) of the estimated cost of its share of construction as defined above for design engineering. h. The City shall assume its share of the cost of the storm drain improvements and the engineering fee only if funds are available for such participation. In the event that no funds are available for City participation, the developer shall award the contract and deposit with the City cash, or performance and payment bonds for 100 percent of the estimated total construction cost of the improvements (plus ten percent (10%) for engineering and miscellaneous costs if the City prepares the plans). i. The Developer shall pay a construction inspection and materials testing fee in the amount of two percent (2%) of the developer's share of the storm drainage CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-11 construction cost as defined above. The two percent (2%) amount shall be included with the submittal by the developer of the performance and payment bonds or cash together with the signed community facilities agreement to the Development Coordinator. For the preparation of a community facilities agreement, two percent (2%) of the estimated cost of the Developer's share of the storm drainage construction as defined above for the construction inspection and materials testing fee shall be used. At the time when bids are submitted and prior to the work order being issued, the Developer shall submit the amount in cash representing two percent (2%) of the Developer's share of the storm drainage construction cost. This amount may be adjusted by the Developer or the City, upon written request, to conform to the actual construction cost upon completion and acceptance of the storm drainage facilities, provided the difference is greater than twenty-five dollars ($25.00). j. The following special cost distribution conditions shall be in lieu of, shall supersede and shall prevail over any of the standard cost distribution provisions which may be in conflict herewith. None: 3. Estimate of Construction Cost For Internal Storm Drain Unit Developer City* Total Item Quantity Price Cost Cost Cost Storm Drain For Fossil Hill Estates 1 L.S. $474,600 $435,788 $38,812 $474,600 Sub-Total $435,788 $38,812 $474,600 10%Contingencies 45.579 3,881 47,460 Total 479 367 42 693 $522,060 *City's participation due to proposed park site is $ -0- CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-12 D. SUMMARY OF COST: DEVELOPER CITY TOTAL Street Improvements Construction $895,510 $-0- $895,510 Design (0% of Construction Cost) -0- -0- Construction Engineering and Administration (2% if Construction Cost) $ 17,9108 -0-C $ 17,910 Storm Drain Improvements Construction $479,366 42,693 522,059 Design (0% of -0- -0- Construction Cost) Construction Engineering and Administration (2% of Construction Cost) 9,587b 853d 10,440 Street Light Improvements (III) Construction 72;000 -0- 72,000 Design (10% of Construction Cost) 7,200 -0- 7,200 Street Name Sign Improvements (IV) Construction 1,680 -0- 1,680 TOTALS (THIS PROJECT) $1,483,253 M3,546 $1,526,799 *The sum of$ 1.483,253 to be deposited by the Developer prior to the execution of the contract. Does not include Developer's Design Engineering Cost on interior streets and storm drains. City's participation due to facilities constructed adjacent to City Park is: Streets $ -0- Storm Drains $ -0- a,b Represents two percent (2%) respectively of the Developer's share of the estimated construction costs for construction inspection and materials testing. c,d Represents the City's share of the construction engineering and administrati costs. R nded Hugo l alanga, P.E., �Direor .� -7/zsim Transportation and Public Works Date Based on Policy Revised September, 1992 CFA Code: 99006 CONTRACT FOR: FOSSIL HILL ESTATES, PHASE 1 II-13 V GENERAL REQUIREMENTS A. It is agreed and understood by the parties hereto that the developer shall employ a civil engineer, licensed to practice in the State of Texas, for the design and preparation of plans and specifications for the construction of all facilities covered by this contract, subject to Paragraph B. B. For any project estimated to cost less than $10,000 or for any project designed to serve a single lot or tract, the developer may at his option request the City to provide the design engineering, and if such request is granted, the developer shall pay to the City an amount equal to 10 percent of the final construction cost of such project for such engineering services. C. In the event the developer employs his own engineer to prepare plans and specifications for any or all facilities, the plans and specifications so prepared shall be subject to approval by the department having jurisdiction. One (1) reproducible set of plans with 15 prints and 35 specifications for each facility shall be furnished the department having jurisdiction. It is agreed and understood that in the event of any disagreement on the plans and specifications, the decision of the Transportation/Public Works Department Director, and/or Water Department Director will be final. D. It is further agreed and understood by the parties hereto that upon acceptance by the City, title to all facilities and improvements mentioned hereinabove shall be vested at all times in the City of Fort Worth, and developer hereby relinquishes any right, title, or interest in and to said facilities or any part hereof. E. Work hereunder shall be completed within two (2) years from date hereof, and it is understood that any obligation on the part of the City to make any obligation on the part of the City to make any refunds with respect to water and/or sanitary sewer facilities shall cease upon the expiration of two (2) years from date hereof, except for refunds due from "front foot charges" on water and sanitary sewer mains, which refunds may continue to be made for a period of ten (10) years commencing on the date that approach mains are accepted by the Director. If less than 70% of the eligible collections due to the developer has been collected, the Developer may request in writing an V-1 extension of up to an additional 10 years for collection of front charges. If the construction under the Community Facilities Contract shall have started within the two-year period, the life of the Community Facilities Contract shall be extended for an additional one-year period. Community Facility Contracts not completed within the time periods stated above will require renewal of the contract with all updated agreements being in compliance with the policies in effect at the time of such renewal. Developers must recognize that City funds may not be available to pay all or a portion of the normal City share for renewal contracts. It must be understood by all parties to the Community Facilities Contract that any of the facilities or requirements included in the contract that are to be performed by the developer, but not performed by the developer within the time periods stated above, may be completed by the City at the developer's expense. The City of Fort Worth shall not be obligated to. make any refunds due to the developer on any facilities constructed under this agreement until all provisions of the agreement are fulfilled. F. PERFORMANCE AND PAYMENT GUARANTEES 1 . For Street, Storm Drain, Street Light and Street Name Sign Facilities on a Non-Assessment Basis: Performance and Payment bonds or cash deposits acceptable to the City are required to be furnished by the developer for the installation of streets, storm drains; street lights, and street name signs, on a non- assessment basis, and must be furnished to the City prior to execution of this contract. The performance and payment bonds shall be in the amount of one hundred percent (100%) of the developer's estimated share of the cost of the streets, storm drains, street lights, and street name signs. If the deposit is in the form of cash, the deposit shall be in the amount of one hundred twenty five percent (125%) of the developer's estimated cost of the streets, storm drains, street lights, street name signs, and change orders (during the course of the project). 2. For Paving Assessment: Performance and payment bonds or cash deposits, acceptable to the City are required to be furnished by the developer for one hundred ��. percent (100%) of the developer's estimated cost resulting from the paving, drainage, lighting and name signage of border streets on an V-2 assessment paving basis. (Reference Section VI, Item 3, Development Procedures Manual.) Said performance and payment bonds or cash deposits must be furnished to the City prior to execution of this contract. 3. For Water and Sanitary Sewer Facilities: Performance and payment bonds, or cash deposits, acceptable to the City are required to be furnished by the developer for the installation of water and sanitary sewer facilities. a. Where the developer lets the construction contract for water and sanitary sewer facilities, performance and payment bonds shall be deposited, in the amount of one hundred percent (100%) of the estimated cost of construction, cash deposited shall be in the amount of one hundred twenty-five percent (125%), as stated in the construction contract, is required to be furnished simultaneous with execution of the construction contract. b. Where the City lets the contract, performance and payment bonds shall be deposited, in the amount of one hundred percent (100%) of the estimated cost of construction, as stated in the construction contract, is required prior to issuance of a work order by the City. 4. Types of Guarantees: a. Performance and Payment Bonds: Are required for the construction of streets, storm drains, street lights, and street name signs, the following terms and conditions shall apply: (1) The bonds will be standard performance and payment bonds provided by a licensed surety company on forms furnished by that surety company. (2) The bonds will be subject to the review and approval by the City Attorney. (3) The performance bond shall be payable to the City and shall V-3 guarantee performance of the street, storm drain, street light, and street name sign construction contemplated under this contract. (4) The Payment Bond shall guarantee payment for all labor, materials and equipment furnished in connection with the street, storm drain, street light, and street name sign construction contemplated under this contract. (5) In order for a surety company to be acceptable, the name of the surety shall be included on the current U.S. Treasury list of acceptable sureties, and the amount of bond written by any one acceptable company shall not exceed the amount shown on the Treasury list for that company. b. Cash Deposits: A cash deposit shall be acceptable with verification that an attempt to secure a bond has been denied, such deposit shall be made in the Treasury of the City of Fort Worth. The City of Fort Worth will not pay interest on any such cash deposit. (1) At such time that the contract is bid for projects other than assessment projects, the cash deposit shall be adjusted to one hundred twenty five percent (125%) of the actual bid price. No contract shall be awarded and no work order shall be issued until such adjustment is made. (2) When a cash deposit is made, the additional twenty-five percent (25%) beyond the one hundred percent (100%) of the estimated developer's share represents additional funds for change orders during the course of the project. This twenty five percent (25%) shall be considered the developer's change order fund. (3) If the developer makes a cash deposit with the City, the developer may make timely withdrawals from the cash funds in order to pay the contractor and/or subcontractor based on amount of construction work completed as approved and verified by the City Engineer or authorized V-4 representative. For projects whose actual total contract cost is $400,000 or greater, such release of security shall equal the percentage of work completed for that period multiplied by ninety-five percent (95%). This percentage shall be applied to the actual current total contract cost to determine the amount that may be reduced upon request of developer. For projects whose actual total contract cost is less than $400,000, such release of security shall equal the percentage of work completed for that period multiplied by ninety percent (90%). This percentage shall then be applied to the actual current total contract cost to determine the amount of security that may be reduced upon request of developer. The remaining security, five percent (5%) for projects of $400,000 or greater and ten percent (10%) for projects less than $400,000 together with the remaining funds from the Developer's Change Order Fund, if any, will be released to the developer after the project has been accepted by the City. Partial release of funds shall be limited to once per month. There shall be no partial release of funds for projects of less than $25,000. Proof that the developer has paid the contractor shall be required for partial releases. V-5 5. Purpose Term and Renewal of Guarantees: a. Performance and payment bonds, and cash deposits furnished hereunder shall be for the purposes of guaranteeing satisfactory compliance by the developer with all requirements, terms and conditions of this agreement, including, but not limited to, the satisfactory completion of the improvements prescribed herein, and the making of payments to any person, firm, corporation or other entity with whom the developer has a direct contractual relationship for the performance of work hereunder. b. Developer shall keep said performance and payment bonds, and/or cash deposits in full force and effect until such time as developer has fully complied with the terms and conditions of this agreement, and failure to keep same in force and effect shall constitute a default and breach of this agreement. G. The City shall assume its share of the cost of the improvements covered by this agreement along with the engineering fee only if funds are available for such participation. In the event that no funds are available for City participation, the developer shall award the contract and deposit with the City a performance and payment bonds or cash for 100 percent of the estimated total construction cost of the improvements [plus ten percent (10%) for engineering and miscellaneous costs if the City prepares the plans]. H. On all facilities included in this agreement for which the developer awards its own construction contract, the developer agrees to follow the following procedures: 1 . If the City participates in the cost of the facilities, the construction contract must be advertised, bid and awarded in accordance with State statutes prescribing the requirements for the letting of contracts for the construction of public work. This includes advertising in a local newspaper at least twice in one or more newspapers of general circulation in the county or counties in which the work is to be performed. The second publication must be on or before the tenth (10th) day before the first date bids may be submitted. The bids must be opened by an officer or employee of the City at or in an office of the City. V-6 2. To employ a construction contractor who is approved by the Director of the Department having jurisdiction over the facility to be so constructed, said contractor to meet City's requirements for being insured, licensed and bonded to do work in public streets. 3. To require the contractor to furnish to the City payment, performance and maintenance bonds in the names of the City and the developer for one hundred percent (100%) of the contract price of the facility, said bonds to be furnished before work is commence. Developer further shall require the contractor to provide public liability insurance in the amounts required by the City's specifications covering that particular work. 4. To give 48 hours notice to the department having jurisdiction of intent to commence construction of the facility so that City inspection personnel will be available; and to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection,forces, and not to install any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used'as may be required by the City. 5. To secure approval by the Director of the Department having jurisdiction of any and all partial and final payments to the contractor. Said approval shall be subject to and in accordance with requirements of this agreement, and is not to constitute approval of the quantities of which payment is based. 6. To delay connections of buildings to service lines of sewer and water mains constructed under this contract until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. 7. It is expressly understood by and between the developer and the City of Fort Worth, that in the event the developer elects to award one single construction contract for storm drainage and pavement, said contract shall be separated in the bidding and City participation, if any, shall be limited to the lowest possible combination of bids as if each of the V-7 above were awarded as separate contracts. I. Anything to the contrary herein notwithstanding, for and in consideration of the promises and the covenants herein made by the City, the developer covenants and agrees as follows: 1 . The developer shall make separate elections with regard to water and/or sanitary sewer facilities, storm drainage, street improvements and street lights as to whether the work prescribed herein shall be performed by the City, or by its contractor, or by the developer, through its contractor. Each separate election shall be made in writing and .delivered to City no later than six (6) months prior to the expiration of this agreement. In the event any of such separate elections has not been made and delivered to City by such date, it shall be conclusively presumed that the developer has elected that such work be performed by the City in accordance with all of the terms of this agreement, and in particular Paragraph V-F hereof. 2. Irrespective of any such election and whether the work is to be performed by the City, or by its contractor or by the developer through its contractor, the developer covenants and agrees to deliver to the City a performance and payment guarantee in accordance with the provisions of Paragraph V-F of this agreement. 3. In addition to the guarantee required in the preceding paragraph, in the event developer elects that the work be performed by the City, or by the City's contractor, or such election is presumed as provided above, the developer covenants and agrees to pay to the City the developer's share of the estimated construction costs. The amount of such estimated payment shall be computed as set out in Sections I, II, III and IV hereof, based upon the lowest responsive bid for such work, as determined by City, or upon a cost estimated to be performed by City forces prepared by the City, as appropriate, and shall be subject to adjustment to actual costs upon final completion of the subject work. Such estimated payment shall be made promptly upon demand by City, it being understood that such payment will be made after the receipt of bids for work, but in every case prior to the award of any construction contract, unless otherwise specifically set out herein. V-8 F 4. Developer further covenants and agrees to, and by these presents does hereby fully indemnify, hold harmless and defend the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from, or in any way connected with, this agreement or the construction of the improvements or facilities described herein, whether or not causes, on whole or in part, by the negligence of officers, agents, employees, licensees, invitees, contractors or subcontractors of the City; and in addition the developer covenants to indemnify, hold harmless and defend the City, its officers, agents and employees from and against all claims, suits, or causes or action or any nature whatsoever brought for, or on account of any injuries or damages to persons or property, including death, resulting from any failure to properly safeguard the work or an account of any act, intentional or otherwise, neglect or misconduct of the developer, its contractors, subcontractors, agents or employees, whether or not caused, on whole or in part, by the negligence of officers, agents, employees, licensees, invitees, contractors or subcontractors of the City. 5. Developer covenants and agrees that it discriminates against no individual involving employment as prohibited by the terms of Ordinance No. 7278 (as amended by Ordinance No. 7400), an ordinance prohibiting discrimination in employment practice because of race, creed, color, religion, national origin (except for illegal aliens), sex or age, unless sex or age is a bonafide occupational qualification, subcontractor or employment agency, either furnishing or referring applicants to such developer, nor any agent of developer is discriminating against any individual involving employment as prohibited by the terms of such Ordinance No. 7278 (as amended by Ordinance No. 7400). J. The attached Exhibits Appendix "A", A, Al , B, B1 , and C , and Location Map are made a part hereof for all intents and purposes. K. Venue of any action brought hereunder shall be in Fort Worth, Tarrant County, Texas. V-9 L. The City's Policy for the Installation of Community Facilities, as adopted by'the City Council on September 1992, is hereby incorporated herein by reference, and Developer covenants and agrees to comply with said Policy as a condition of this contract and as a condition to the platting of the subject property. IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be executed in quadruplicate in its name and on its behalf by its City Manager, attested by its City Secretary, with the corporate seal of the City affixed, and said Developer has executed this instrument in quadruplicate, at Fort Worth, Texas this the 1764-day of�'lduPrn 19 • ATTEST: CITYF FORT O , TEXAS By: r, W' 'V 7 Mike Groomer City Secretary Assistant City Manager APPROVED AS TO FORM AND DEVELOPER: LEGALITY: West. Com. Investments, L.P. By: Gary J. Stein erger Tom Blanton Assistant City Attorney General Partner C— Zll(� q3 Contract Authorization is ia- 9 Date V-10 SCALE 1 " = 3000' SITE . o _ H Z P O m w m c >- - w = J _ (' 1 Q �AR MON �7R VQTH QfT Lwr V cm LjW _ 1ADXY- THP CLOVER h� %AUhn wwN GtEEH VA - �, �H�S �E a ARK F }Qif{ DALE N WTEAOfN FOSSIL HILL ESTATES wc PHASE 1 YNSEL" 1f'NGINh'h'RING VICINITY MAP Co"ULTdATSI Zjw. CIVIL * MUNICIPAL PLANNING w HYDROLOGY 202 E. BORDER ST., SUITE 300 ARLINGTON, TEXAS 76010 METRO (817) 469-1671 FAXi (817) 274-8757 98-1386 SCALE 1 " = 300' HICKS ROAD PROP 24" WL PROP 8" WL PROP CARAVAN DRIVE e" PROP PROP PROP PROP � WL > 8" M--- 8" WL 8" WL >_ 0 0® Ofo W o_ O r z p V) wo® < > 3 > _ LNERDRYIVE o N Q it Q PROP s" wL Rid W ASHER CT PROP 8" WL O PROP 6" w- RO PP 8" w- FOSSIL L HILL ESTATES lec PHASE 1 VESEL" RAVINI'E"AV EXHIBIT A G'o"IlLTANTS, lAv. ONSITE WATER CIVIL MUNICIPAL PLANNING W HYDROLOGY 202 E. BORDER ST., SUITE 300 ARLING7DN, TEXAS 7601D METRO (817) 469-1671 FAXi (817) 274-8757 88-1386 SCALE 1 " = 300' HICKS ROAD 113" PROP 8' SL © PROP CARAVAN DRIVE aSLPROP PROP PROPROP — " SL > 8` SL 8` SL SL W O Of Q Ocr o® m w o PROP Z p > 0 e` SL _ ir 5 a U Z � N © WO O® PROP = ¢ O 3 > 12` SL U Q m nf PROP O / 8` SL m Q in PROP Z 8` SL Q PROP 12` SL WAGNER DRIVE ASHER CT ;--i PROP 8` SL O PROP e` SL PROP e` SL PROP 12` SL FOSSIL HILL ESTATES lec PHASE 1 VESWMA EMINRRRrAV EXHIBIT - 0 COMULT.4"S, IAV. ONSITE SEWER PLANNING W HYDROLOGY 202 E. BORDER ST., SUITE 300 ARLINGTDN, TEXAS 76010 METRO (817) 469-1671 FAXi (817) 274-8757 88-1386 HICKS ROAD SCALE 1 300' O CARAVAN DRIVE 1 Of �. iz of .: o C-) z .in 6 w .'.a m_ ¢ > 3 1 uwi O o m In - c¢n Q.. Of 4D WAGNER DRIVE ASHER CT = 28' PAVEMENT IN 50' ROW ••i FOSSIL HILL ESTATES PHASE 1 irSSl'L1Y.! L1V�INL'L'1il1vC EXHIBIT • GV"ZrLT. NTS, IAV. CIVIL It MUNICIPAL STREETS PLANNING W HYDROLOGY 202 E, BORDER ST., SUITE 300 ARLINGTON, TEXAS 76010 METRO C817) 469-1671 FAX- (817) 274-13757 8B-1386 HICKS ROAD SCALE 1 " = 300' PROP PROP 18' CULVERT CATCR 8AS1N O CARAVAN DRIVE PROP W W 42" SD FF � a > I'l Z 1— o > o 1p�N U� _ ® ¢ © WO O0 P OP D® w 24 SD PROP U of > 42' SO m w 70. Q 701 OP PROPOSED ROCK BOTTOM, PROP CONCRETE 2:1 SIDES.CHANNEL 10'INLET 20' MADE BOTTOM PROPr WAGNER DRIVE PROPOSED 4 18"SD PROP 5'W x 4'H 24'SD BOX PIPES PROP ASHER CT 24'SD ivIN G4FT 6 PROP 30'SD PROPOSED CONCRETE BOTTOM, CONCRETE 2:1 SIDES CHANNEL 20' MADE BOTTOM 0. PROP 4j 30'SD moo. A PROPOSED CONCRETE BOTTOM, CONCRETE 2.1 SIDES CHANNEL 15'INLET 24' WIDE BOTTOM PROP 24'SD FOSSIL HILL ESTATES 1w PHASE 1 MSrl. a EMMMERrAV EXHIBIT CO"flMdA S, 1A: ONSITE STORM DRAINAGE PLANNING MUNICIPAL ONSITE 202 E. BORDER ST., SUITE 300 ARLINGTON, TEXAS 76010 METRO (817) 469-1671 FAXi (817) 274-8757 98-1386 HICKS ROAD SCALE 1 300' CARAVAN DRIVE cr- o � � 00 w 8 I? o >- o of = p ¢ © 0 0® > 9 S U Q Q re- Of mcn Q Z Q' D: Q WAGNER DRIVE ® ASHER CT 6 = STREET LIGHT LOCATION FOSSIL HILL ESTATES 1w PHASE 1 VESL'LKA ,rAWNEERf1VG EXHIBIT C. Gl MULrdArs, IAV.. STREET LIGHTS PLANNING w HYDROLOGY 202 E. BORDER ST., SUITE 300 ARLINGTON, TEXAS 76010 METRO (817) 469-1671 FAXf (817) 274-8757 9B-1386 ESCROW/PLEDGE AGREEMEN . THIS ESCROW/PLEDGE AGREEMENT (the "Agreement"), entered 'into as of u,� 199 by and among 1�:3sT.coy:.T 'vrsT��rNTs LP (Developer), the ity of Fort Worth, Texas a municipal corporation of Tarrant County, Texas ("Fort Worth") andJEFFERsoN IIERITAGE s :K (Escrow Agent) is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agreement for, FOSSIL 11ILL ESTATES (property description) an addition to the City of Fort Worth, Tarrant County, Texas (the "CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance and payment bonds, cash deposits or other security acceptance to Fort Worth (collectively, the "intended Security") for the purpose of guaranteeing satisfactory compliance by Developer with all requirements, terms, and conditions of the CFA (collectively, the "Secured 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 JEFFERSON EERITACE snNx , as Escrow Agent, in lieu of and in complete satisfaction of the obligation to submit the Intended Security to secure the performance of the Secured Obligations; NOW THEREFORE, for and in consideration of the remiss, ten iencdollars ($10.00ration, the y, and adequacy and hick other arehereby acknowledged anand valuable d confessed, the parties hereto hereby adequacy of which Y 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: "Initial Security Funds" shall mean the cash deposit of $ 3 ,448,048.00 , which sum represents 100 percent of the estimated Developer's share of the cost of constructing the improvements identified in the CFA. The Developer's share of the total cost of such improvements shall hereinafter be called 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. "Payment and PerformzOCe Bond" shall mean a bond issued by a corporate surety or in.su,ra0ce company acceptable to Fort Worth in an amount equal to cost of.improvements not yet completed by Developer. SECTION 2. PLEDGE, A)security for the full and punctual performance of the Secured Obligations, Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth a security interest in, the Initial Security Funds and all rights and privileges pertaining thereto with the exception of the interest income to be derived therefrom, which interest income shall remain the property of Developer and shall be distributed by JEFFERSON HERITAGE BANK in accordance with Developer's periodic instructions. (The Initial Security Funds and any substitution by Developer with a Payment and Performance Bond as permitted hereunder, are collectively referred to hereafter as the "Pledged Collateral"); TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, privileges, and preferences appertaining to or incidental thereto, unto Fort Worth 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 Fort Worth or JEFFERSON HERITAGE BAY*, or transfer or in any way affect or modify, any obligation of Developer with respect to any of the Pledged Collateral or any transaction involving or giving rise thereto. SECTION 3. PHYSICAL POSSESSION OF PLEDGED COLLATERAL. Concurrently with the execution of the Agreement, Developer shall have delivered to and deposited with JEFFERSON HERITAGE EA«Kthe" Initial Security Funds representing or evidencing the Pledged Collateral. The parties acknowledge and agree that JEFFERSON HERITAGE EA--' hall be required to segregate the Pledged Collateral from other funds held byJETFERSON HERITAGE EA%r Developer in accordance with the normal practices ofJEFFERsoN HERITAGE A San Escrow Agent.JEFFERSON HERITAGE BANK Shall return all funds on deposit representing or evidencing the Pledged Collateral 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 Secured Obligations have been fully performed. During such time asJEFFERsoN HERITAGE vANfias possession of the Pledged Collateral JEFFERSON HERITAGE W hall furnish to Fort Worth (when requested by Fort Worth) written acknowledgments signed by an officer of JEFFERSON HERITAGE EANKdetailing the amount of the Pledged Collateral. SECTION 4. COVENANTS. (a) Affirmative Covenants. So long as any of the Secured 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 Pledged Collateral; (ii) furnish Fort-V,iih information which Fort Worth may reasonably request concerning the Pledged Collateral; and (iii) notify`sort Worth of any claim, action, or proceeding affecting title to the Pledged Collateral or Fort Worth's security interest therein. (iv) Adjust the Pledged Collateral to an amount equal to the actual contract price, including revisions thereto. (b) Negative Covenants. So long as any of the Secured Obligations remain unperformed, Developer covenants and agrees that Developer will not: (i) assign or transfer any rights of Developer in the Pledged Collateral; or (ii) create any Lien in the Pledged Collateral, 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 or performance of the Secured Obligations after written notice thereof has been given to Developer and JEFFERSON HERITAGE BANK 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 directJFFFFRsoN HERITAGE BANKto transfer to Fort Worth all of the Pledged Collateral. JEFFERSON HERITAGE BANK is hereby authorized to transfer the Pledged Collateral 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 under the CFA executed in connection with this Escrow/Pledge Agreement; (ii) written notice of such Default has been given by Fort Worth to Developer and JEFFERSON HERITAGE BANxsuch Default was not cured within seven (7) days after such notice; and (iii) Fort Worth is entitled to have the Pledged Collateral 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: WEST-COM. INVESTMENTS LP 131 E. EXCHANGE AVE. SUITE 232 FORT WORTH, TEXAS 76106 To: Escrow Agent: JEFFEP.SON HERITAGE BANK 321 WEST OAK P 0 BOX 69 DENTON, TEXAS 76202-0069 To: City of Fort Worth City Of Fort Worth Attn: City Treasurer 1000 Throckmorton Fort Worth, TX 76102 With a copy to: City of Fort Worth Attn.: Development Section Department of Transportation and Public Works 1000 Throckmorton 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 eeeSection no later than ten (10) days before the effective date of nw address. SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES. If the Developer fails to perform its obligation 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 (without the consent of Fort Worth), at any time e"Releaseto ld releases of all or any part of aide Pledged Collateral (hereinafter called the Collateral") upon satisfaction�of the following conditions: ., (a) Developer shall provide Fort Worth and JEFFERSON HERITAGE BAI%kitten notice (the "Substitution Notice ) that the Developer desires to obtain Released Collateral (as specified and described in such '` notice) in exchange for a , contemporaneous substitution of a Payment and Performance Bond (as also 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 a Payment and Performance Bond from a surety 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 Payment and Performance Bonds shall be accompanied by a written commitment from the surety that such Performance and Payment Bonds shall cover all work which has occurred prior to the substitution of Collateral provided for in this Section. Upon satisfaction of the above-specified conditionsJEFFERSON HERITAGE BANKshallbe authorized (without the consent of Fort Worth to return to Developer the original Intended Security Funds in JEFFERSON HERITAGE BANK 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 JEFFERSON HERITAGE EANfh connection with obtaining each such release and substitution. SECTION 9 PERIODIC WITHDRAWL OF COLLATERAL. Notwithstanding any contrary provision in this Agreement, Developer shall have the right to periodic withdrawals of the Pledged Collateral (hereinafter called the "Withdrawn Collateral"), upon satisfaction of the following conditions: (a) Developer shall provide Fort Worth and JEFFERSON HERITAGE vA%ith written notice (the "Withdrawal Notice") that Developer desires to obtain the Withdrawn Collateral; and (b) the balance of the Pledged Collateral after withdrawal of the Withdrawn Collateral is at least equal to the estimated value of the Secured Obligations then remaining to be performed (such remaining value is hereinafter called the "Estimated Cost td 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 Pledged Collateral is insufficient to cover the Estimated Cost to Complete. If F q,, Worth fails to timely notify Developer and JEFFERSON HER BANK :of any objection then Developer's calculation shall be deemed to have been accepted and approved by Fort Worth andJEFFERSON HERITAGE BANKiS 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 p.,,cent (5%) of Developer's Estima . 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 HERITAGE BANK to disburse the amount originally Complete and adviseJErFERsoN submitted by Developer, less any amounts necessary to ensure that the balance of the Pledged collateral equals the Estimated Cost to Complete as jointly determined by Fort Worth and Developer. If after the expiration of two (2) years from the date of this Agreement either (i) none of the Secured Obligations have been performed; (ii) the term of the CFA has not been extended by Fort Worth, then in either event, Fort Worth shall be entitled to receive the Pledged Collateral 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 Pledged Collateral 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 Pledged Collateral. 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 Fart Worth, JEFFERSO., HERITAGE BAN6nd Developer. SECTION 13. CHOICE OF LAW. This Agreement is to be construed and interpreted in accordance with the laws of the State of Texas. F @. SECTION 14. COUNTERPARTS. This Agreement , ay be executed in any number of iltiple 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 JEFFERSOIl HERITAGE BANK (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 byJErrET:srn L:� ?,r.`r',c ' �',of its duties hereunder except for the gross negligence or willful misconduct ofJEF ERSM. HERITAGE BANKor its directors, officers, employees, agents or-representatives. (Developer) 1,,EST. c0ii. INVESTMENTS TP By: Thomas B. Blanton CITaFO H, TEXAS By: Mike Groomer Assistant City Manager (Escrow Agent) By: Jefferson 1i ritage a k APPROVED AS TO FORM AND ATTESTED BY LEGALITY 9 .4 j j Assistan it Attorney Date: `� City of Fort Worth, Texas avayorr and council Communication DATE REFERENCE NUMBER LOG NAME PAGE 10/12/99 -17693 20WAG 1 of 2 SUBJECT COMMUNITY FACILITIES AGREEMENT WITH WEST.COM.INVESTMENTS, L.P. FOR THE INSTALLATION OF COMMUNITY FACILITIES FOR FOSSIL HILL ESTATES, PHASE RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Community Facilities Agreement with West.Com.Investments, L.P. for the installation of community facilities for Fossil Hill Estates, Phase I. DISCUSSION: West.Com.Investments, L.P., the developer of Fossil Hill Estates Phase I, has executed a proposed contract for community facilities to serve a single-family (283 lots) development located in northwest Fort Worth, south of Hicks Road, east of Wagley Robertson Road. The development is located in COUNCIL DISTRICT 2. This Community Facilities Agreement is in compliance with standard City policy. This project will not require the construction of sidewalks. ESTIMATED COSTS: Project Cost Developer City Total I. Water $1,135,670 $1,972,780 $3,108,450 Sewer 829,125 546,000 1,375,125 Construction Inspection Fee 39,296 50,376 89,672 II. Street Improvements Construction 895,510 -0- 895,510 Design Engineering -0- -0- -0- Engineering and Administration 17,910* -0- 17,910 Storm Drain Improvements Construction 479,366 42,693 522,059 Design Engineering -0- -0- -0- Engineering and Administration 9,587* 853 10,440 III. Street Lights 79,200 -0- 79,200 IV. Street Name Signs 1,680 -0- 1,680 TOTAL PROJECT COST $3,487,344 $2,612,702 $6,100,046 (*) 2% Construction Inspection City of Fort Worth, Texas qV61.9or a"d cou"Cil commu"icatio" DATE REFERENCE NUMBER I LOG NAMEGE 10/12/99 Cm's 7693 20WAG PA2 of 2 SUBJECT COMMUNITY FACILITIES AGREEMENT WITH WEST.COM.INVESTMENTS, L.P. FOR THE INSTALLATION OF COMMUNITY FACILITIES FOR FOSSIL HILL ESTATES, PHASE PLAN COMMISSION APPROVAL On May 27, 1998, the Plan Commission approved application for Preliminary Plat (PP 98027). The Final Plat has been submitted to City Staff for review. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budgets, as appropriated, of the Street Improvements Fund, and the Commercial Paper-Water and Sewer Funds. MG:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Mike Groomer 6140 APPROVED Originating Department Head: I Y COUNCIL Hugo Malanga 7801 (from) O C j 9 1999 PS46 539140 070460140260 $ 546,000.00 Additional Information Contact: PW77 539140 607701404600 $1,972,780.00 C115 541200 020115136287 $ 42,693.00 �lty Secretary of the Hugo Malanga 7801 C115 541200 020115095915 $ 853.00 city of Fort Worth,Texas