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Contract 53119
C1 i Y 8ECR FAA RY CON TRACT NO. 53119 Received Date: Received Time: Developer and Project Information Cover Sheet: Developer Company Name: Alta Vista Partners, LTD,By DW Commercial,LLC,Its General Partner i Address, State,Zip Code: I P.O.Box 466,Keller,Texas,76244 Phone&Email: 1 817-431-2095,david@dwcommercial.com Authorized Signatory,Title: i David Washington,Jr. ,President i Project Name: Heather Meadows Brief Description: Water, Sewer,Paving, Storm Drain, Street Lights Project Location: Alta Vista Drive between Golden Triangle Blvd and N.Beach St. Plat Case Number: FP-17-158 i Plat Name: Heather Meadows Mapsco: Council District: : 7 CFA Number: CFA18-0101 City Project Number: 101679 CFA Office U41y:Received by:Received dat1 C:it), onVq t'Worth,Texas Standard Community Facilities Agreement-Heather Meadows VTY SECRE A M CFA Official Release Date:02.20.2017 FT WORTH,TX Page 1 of 11 STANDARD COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. WHEREAS, Alta Vista Partners, LTD, By DW Commercial, LLC, Its General Partner, ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements") related to a project generally described as Heather Meadows ("Project") within the City or the extraterritorial jurisdiction of Fort Worth, Texas ("City"); and WHEREAS, the City has no obligation to participate in the cost of the Improvements or Project; and WHEREAS,any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA" or "Agreement") in connection with the collective Improvements for the Project. NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer City of Fort worth,Texas OFFO ;1AL RECORD Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date: 02.20.2017 CITY SECREYARY Page 2 of 11 FT. WORTH,TX further acknowledges that said acceptance process requires the Developer's contractor(s) to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under this contract. C. Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water(A) IZ, Sewer(A-1) 0,Paving(B) 0, Storm Drain(B-1) & Street Lights & Signs (C) 0. E. The Developer shall award all contracts for the construction of the Improvements in accordance with Section II,paragraph 7 of the Policy and the contracts shall be administered in conformance with paragraph 8, Section I1, of the Policy. Developer shall ensure its contractor(s)pays the then-current City-established wage rates. F. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified, insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure,and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2)years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance City of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date: 02.20.2017 .Page 3 of 11 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. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. 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 of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date.02.20.2017 Page 4of11 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 offieers, agents and employees from all suits,actions or claims of any character,whether real or asserted,brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, subcontractors, officers, agents or employees, whether or not such injuries, death or damages are caused, in whole or in pant, by the_alleggd negligence of the City of Fort Worth, its officers, servants, or employees. M. Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims,suits or causes of action of any nature whatsoever,whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from,or in any way connected with,the construction of the infrastructure contemplated herein,whether or not such injuries, death or damages are caused, in whole or in part, by the alleged negligence of the ON of Foil Worth, its officers servants, or employees. Further,Developer will require its contractors to indemnify,and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. City of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date:02.20.2017 Page 5 of 11 N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusivc right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent (2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent(4%) and material testing fees equal to two percent (2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent(4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period,the developer may request that the CFA be extended for one additional year. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements if at the end of two(2)years from the date of this Agreement(and any extension period) the Improvements have not been completed and accepted. iv. The City may utilize the Developer's financial guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for City of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date: 02.20.2017 Page 6 of 11 construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. Q. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. IMMIGRATION AND NATIONALITY ACT R. Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. City of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date:02.20.2017 Page 7 of 11 Cost Summary Sheet Project Name: Heather Meadows CFA No.: CFA18-0101 City Project No.: 101679 An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction S 229,160,0D 2.Sewer Construction iG 1 72.699.00 Water and Sewer Construction Total $ 401,859.00 B. TPW Construction 1.Street $ 514_256,00 2.Storm Drain S 16d,720_00 3.Street Lights Installed by Developer 38.36135 4. Signals $ TPW Construction Cost Total $ 822,337.75 Total Construction Cost(excluding the fees): $ 1,224,196.75 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 8,037.18 D. Water/Sewer Material Testing Fee(2%) $ 8,037.18 Sub-Total for Water Construction Fees $ 16,074.36 E. TPW Inspection Fee(4%) $ 31,359.04 F. TPW Material Testing(2%) $ 15,679.52 G. Street Light inspsection Cost $ 1,534.47 H. Signals inspection Cost $ - H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ 48,573.03 Total Construction Fees: $ 64,647.39 Choice Financial Guarantee O bons,choose one Amount Rlark one Bond=100% Completion 8greement=100%f Holds Plat $ 990,699.75 Cash Escrow Water/Sanitary Sewer--126% Off Site Cash Escrow Pavin /Storm Drain=125% $ 291,871.25 % Letter of Credit=125%wl r expiration period City of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date: 02.20.2017 Page 8 of 11 ACCORDINGLY,the City of Fort Worth and Developer have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER Alta Vista Partners,LTD,By DW Commercial, /I U41M LLC,Its General Partner Dana Burghdof Interim Ass' City Manager Date: (1 . Recommended by: Name: David ashington, Jr. Title: President Date:"-11X1k1 y"10 - /I ZIl ZDlq Evelyn erts/ ennifer Ezernack Project Assistant Planning and Development Contract Compliance Manager: By signing, I acknowledge that I am the Approved as to Form & Legality: person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Richard A. McCracken Assistant City Attorney M&C No. Date: e: J Morales Form 1295: le: Development Manager l��1��- ATTEST: - rt� Mary J. Kayser/Ronald Gonzales City Secretary/Assistant City Secretary 6a OF-F9CUA L RECORD City of Fort Worth,Texas U SECRETARY Standard Community Facilities Agreement-Heather Meadows _ CFA Official Release Date:02.20.2017 FT- O R i hag TX Page 9 of 11 Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment 11A Attachment 1 -Changes to Standard Community Facilities Agreement N Location Map Exhibit A: Water Improvements l Exhibit A-1: Sewer Improvements Water and Sewer Cost Estimates I Exhibit B: Paving Improvements !z Paving Cost Estimate I Exhibit B-1: Storm Drain Improvements f Storm Drain Cost Estimate © Exhibit C: Street Lights and Signs Improvements I Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date:02.20.2017 Page 10 of 11 ATTACBf*MNT"1" Changes to Standard Agreement Community Facilities Agreement City Project No. 101679 None. City of Fort Worth,Texas Standard Community Facilities Agreement-Heather Meadows CFA Official Release Date. 02.20.2017 Page 11 of 11 KEUIR FCCKS RD. o ? MONICA LN. GRIZZLY HILLS aR. FL7 MA ROSE W. .t.. :8 :.j7. {S.. _ 1:... NN• � SITE S GOLDEN TRLULE BLw, N.T.S. LOCATION MAP CPN: 101679 MAPSCO: 022K COUNCIL DISTRICT: 7 ENGINEER: OWNER/DEVELOPER: BURGESS & NIPLE, INC. ALTA VISTA PARTNERS, LTD. 3950 FOSSIL CREEK BLVD., SUITE 210. PA. BOX 466 FORT WORTH, TX 76137 KELLER, TEXAS 76244 P: (817)306-1444 PHONE: 817-431-2095 TBPE FIRM REGISTRATION NO. F-10834 CONTACT: DAVID WASHINGTON, JR. CONTACT: JAMES M_ MULLINS, P.E. FlEATHER MEADOWS SHEET 1 OF 6 DATED 3/15/19 % b �. $ � k \ Cl u 5 = o | Q % ~ 2 2 m R G q - § 2 ' \ m 5 cli _ 7 � . � LQ » B C14 _ . dO&d • , MW )§ I �Lu Luz w;; C=T | � ��� / - °�° 00 � § \ dVF ± � _�G 2 2 2 2k -- or —�_�- iU Cn� � o� ujU) . ^ :z=0 &CO L'i k mt &eC> o f | � | 7 U « o m � to � § LO # � E - n � b ui c § * 5, ® ) F 2 E § - Ln ? ^ �� : �� � • ■ . . . - - _ . . . . . �. _ _,�� — CL in o¥x k� ■ w m L LJ 2 « 2 2 2 2 2 & @ I z �n-/2 6 _amwam « e Z- \ % \ te % o © Q § 3q R & ~ % q q R Q q 00 g r CO & A � \E \ V%a 20O ` » }§® 7 !L� §0( $ b QU�iLL)P 0° 6 _ LU & © �0 N /Ld b Q de � zz §� �ZE 2 B a� _ ~ LL Z5k o V)U)R Ale » ~ ioLC? ??a2od �oo� iz aCXW)� 3M 8 @ @ # 4 Q % � k j © k S � � C4 e m § cn § « � crcr � & # - * co cn n § ] ` S � k ( $ » D § o - m _ - • ¥ aC3 ? 7 C, F- CIVOH V I qlA V I IV I A-$ �$$ . . . m�C)®9K � n # m _ o o m z - � & w §k La _amps m �SS- e O u� M LU M N Op pl a IL O N hj Vl Q N N N N ode M M M cwp UW U) Cc, fo I aT r PN N �,� e N Uw W 00 T LU Z R 00 U ldl py�LLIN a�n I Ai �} Ym0 — O _ _ fn OZ N O DO la.a o N d' C] J M 3 r d N zpar� F� E: N a— C hilt co r, CD WV7Q31�ry C) O� 07 PI) ZOO Z V7 m O O O RI W m?I)L, (I-#--U �yof w>a ym41 COm w 0� 4w w w F J J O [o w N o •� m a Q J 7 5 I9 rx+ tu to LLI W se. m w LU }Lf J 0� u�i ¢ waiva� {{ N zr � N —� SF ox�o ¢wa �O �w O�97z z" O U Wfn ��p J Z O O 4 N H — F F +R m 14 .n�❑ "�ZQ W V1Q2 = rn Lj ~co Li Z F t2 cQc2rnCIN N :^� it dwiO C7¢aYaC3 J NIV1Nnoyy SIAVQ -_� — oLn Lry wd x K] Ct N N N N MrN] M O N N Nx of O i > z o O F � a U = n b tj E N p a U W O N d NIE . a N O 07 [O N N, U O_ a — rmi M N Q 0 CC O l��lLLr r U ci a a 0 [D 2� O a W U W J ^ M cs 0 0. 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F f m W LO Ad U7 O W,22-M \\/ ED- z=rno mO an cn N r.. x m CD "' LLI - cri C C m Q U N J I N Z Z 1 O u�z b u a _ Xj �jo�m� _ w 00�z� d' 47 N N EN O O_lea- NIVIMON SIAVO 00 42 43 DAP-alD PROPOSAL Pnc l ore SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRIM, BID Viiddom's Application Project Item Information Bidder's:Proposal Bidlist hem Specification Unit of Bid No Description Section No, Measpre Quantity Unit Price Bid Value UNIT 1:WATER IMPROVE ENTS 1_ 0241.1012 Remove 6"Water line 0241 14 LP 220 $10.00 $2.200.00 2 0241,1213 4"-12"Water Abandonment Plug 0241 14 EA 1 $500.00 $500.00 3 Y W 0241,1510 Salvage Fire Hydrant 0241 14 EA 1 $900,00 $900.00 4 —0 441.1511 Salvage 3/4"Water Meter 02 41 14 EA 3 $500.00 $1,500.00 5 3201.0400 Temporary Asphalt Paving Repair 3201 18 LF 86 $60.00 $5,160.00 6_- 3305.0109 Trench Safety 33 05 10 Lr 2305 $1.001 $2,305.00. 7 - 3311,0001 15actile Iron Water Fitthi w/Restraint 3311 11 TON 4,25 $6,70000 $28,475.00 8 3311.0261 8"PVC Water Pie 3311 12 LF 2305 $26.00 $59.930.00 3312.0001 Fire Hydrant 33 12 40 EA 6 $3,200.00 $10.200.00 10 3312.4203 21"X 8"Tapping Sleeve&Valve 33 12 25 EA 2 $12,000.00 $24,000.00 -11 3312,0117 Connection to Existing 4"-12"Water Main 33 1225 EA 1 $1,000.00 $1.000.00 -12 3312.2003 1"Water Service 33 12 10 EA 69 $950.00 $65,550.00 --13 3312.3002 6"Gate Valve 33 12 20 EA 6 $890.00 $5,340,00 14__ 3312.3003 8"Gate Valve 33 12 20 EA 10 $1,310.00 $13,100,00 1.6 18 17 19___. - 23_.--.-. 25 30 -- - - 32 33 35 37 . 40 .. 44 TOTAL UNIT 1:WATER IMPROVEMENTS IMPROVEMENTS1 $229,160.00 CITY OFFORTIVORTH 4,- - STANDARD CONMUC ION SPECIP[CA-HON DOCUMENTS•DEVELOPERAWARDED PROJECTS ram,version SepO:mber 1,20t5 0042 43_aid PwpomLDAP Jackson QD 42 41 DAP-DID PROPOSAL P�ec tors SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM l NI"I' PENCE BIB Bidder's Application hojectltem InFortnation Bidder's Proposal Bidlist Mein Specification Unit of Bid me Description Section No, Measure Quantity Unit Price Bid Value UNIT II:SANITARY SEWER IMPROVEMENTS 1_ 3301.0002 Post•CCTV ins ection 33 01 31 LF 21091 $2.00 $4,218.00 _ 2 3305.0109 Trench Satiety 33 05 10 LF 2109 $1.00 $2,109.00 9 330L0101 Manhole Vacutnn Testing 33 01 30 EA 9 $220.00 $1,980.00 4 _3331.3.101 41"Sower Service 33 31 50 EA 68 $698.00 $47,464.00 5 3331.4116 8"Sewer Pipe, CSS BaokRll(PVC) 33 31 20 LF 180 $75.00 $13,500.00 6 3331.4115 8"Sewer Pie PVC 33 31 20 LF 1929. .$32.00 $61,728.00 _.7---_ 33 39 10, 3339.1001 4'Manhole 33 39 20 EA 9 $$4,150.00 $37,350.00 8 mm 33 39 10, 3339.I003 4'Extra Depth Manhole 33 39 20 VF 29 $150,00 $4,350.00 10 .......... 14 15 *IV9tG trench water stops are included in pipe price 16 17 19 _23 ._...--- ---- ----- -- - —_... --24 _26 29 —30 31, 32 33 34 _ 35 _...._..... ._ 37 39 42 44 45 O L UNIT 11-SANITARY SEWER-IMPROVEMENTS $172,699,00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATCON DOCUMENTS—DEVELOPER AWARDED PROJECTS Famr Versiun SepramWr I,2015 00 42 43_pid.Propeaal DAP Jackson 004241 DAP-alOPROPOSAL page 3 ofs SECTION 00 4243 Developer Awarded Projects-PROPOSAL FORM UNI T PRICE DICE Bidder's Application Project]WITI lnfonnition Bidders proposal Bidiist Item Specification Unit of Bid No. Deserlptl°n SeclienNo. Measure Quantity unit Price BidVeEve UNIT IIIA:DRAINAGE IMPROVEMENTS -ONSITE _ 1 3125:0101 SWPPP ?1 acre 31 2500 IS 1 $1.000.00 $1.,000.00 2 3305.0109 Trench Safetv 33 05 10 LF 948 $1.00 $948.00 _3 3341.020E 21"RCP,Class 1I1 3341 10 LF 163 $59.00 $9,617.00 4___3341,0205 24"RCP,Class III 3341 10 LF 252 $69.00 $17,388.00 _x_5__ 3341.0302 30"RCP,Class 1I1 3341 10 LT 1515 $92_.00 $14,352.00 6 3341.0303 30"RCA Class IV 3341 10 Lf]80 $101.00 $18,1.80.00 7 — 3341.0309 36"RCP,Class 111 3341 10 LF 197 $126.00 $24,822.00 3349.0001 N Sionn Junction Box 334910 EA 3 $3,700.60 $11,100.00 9 r 3349.5001 10'Curb]rtlet 33 49 20 EA 10 $4,300.00 $43,000.00 1i 12 13 14 16 18 19 ---------- ---- - _ _- 21 -. --_....___.._.----------.---......_- .. _ 23 —24 - 25 _--26_.__ _.._____._.-•----___—___.-__.___...--- -------.__.._._.-__.. �_.._ — 30 — 32 ------- ------ ----- ----- - 34 35 37 _ 36 _3$__._ 39 40 42 44 45 47 TOTAL UNIT d1ZAfNAGE IMPROVEMENTS $140,407.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS--DEVELOPER AIVARDL•D PROJECTS 1k Fonn Vcrsmn Septem6er I,2015 00 42 43_ ProposaL_DAPJaclson 00 Q 43 DAP-BID PROPOSAL Pop4ar8 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM LIMIT KIM= BID Bidder's Application Project Item Infonnntion Biddee's Proposal Bidlist Item Specification Unit of Bid No Description Scction No. Measure Quantity Unit Price Bid Value UNIT Il_IB:DRAINAGE_IMPR EMENTS -ALTA VISTA 1 3305,0109 Trench Safe!y 33 05 10 LF 206 $1.00 $20t3,00 3341.0201 31"RCP,Class]IT 33 4I 10 I P b5 $59.00 $3,835.00 3 3341,0302 30"RCP,Class 1II 3341 10 LP 141 $92.06 $.12,972.00 _. 4 5349.0001 4'Storm Junction Box 33 49 10 EA 1 $3,700.00 $3.700.00 5 3349.5001 IO'Curb Intet 33 49 20 EA 2 $4,300M $8,000.00 10 13 11 14 _ ___.------__ ._ .___... _ __._—__---•--—._---.___..___.._..__e_____.. ._..___ _.__ ___._ -_ __.__� 15 17 18 19 20 ----—-----------— ._._ _--- 22 25 • 27 28--__. _—__ __.�._.___._—. w—._ __ __. _.___ -- • Y—------____—.._---..__...--.---._.__ ..___ 29 --3 ---.--•.._-.___._______..__... _____.__._ -.. ._ ___...r _- __r_. 32 - - 33 _-_aa_..._ 35 37 40 ___-.--_ _ _-- 42 . 43 _--_ 44 Total Working Days for Water,Sanitary Sewer,and Drainage 45 day_s _- 45 46 TOTAL UNI''11113:DRAINAGE"IMPROVEMENTS $29,313.00 MY OF FORT NORTH STANDARD CONSTRUCTION-SPECIFICATION.DOCUMBINrS•DEVELOPER AWARDED PROJECTS Form volsion Sepiember 1,2015 00 42 43 0iaPrnpos I_DAP Jac6.on 00 42 43 DAP-DID PROPOSAL Page 5 o€a SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Ridde 's Application Project Item Information Bidder's Proposal Bidlist hero Speciftealion >:Jnit of Bid No Description Section ido. Measure Quantity Unit Price Bid VAIE1e UNIT IVA:PAVING IMPROVEMENTS-ONE 1 3213,0101 6"Cone Pvmt 32 13 13 SY 7560 $43.00 $325,080:00 _2 3211.0400 Hydrated Lime 369 per SY 32 11 29 THY 142 $201.00 $28,542,00 3�32t 1.050E G'Lime Treatment 32 1129 SY 7900 $4.50 $35,550.00 4 3292:0500 Seeding,Soil Retention Blanket 3292 13 SY 1300 $3.00 $3,000.00 3213.0501 Barrier Free Ramp,Type R-1 32 13 20 EA 4 $2,100.00 $8.400.00 6 32110504 Barrier Free Ramp,Type M-2 32 13 20 EA ? $1,600.00 $3,200,00 _ 7 3441.4006 lustall Aluln Sign Ground Mount 344130 EA 5 $450.00 $2.250.00 8 344.1,4007 Install Alum Sign Ex Pale Mount 34 41 30 EA 7 $450.00 $3,150.00 10 - 12 13 1425 - 15 28 f _. 9 __._..__..----_ __-----.___-..___.__._.-_ _ .__.._-__�--.-_---__—____ —._-_.-_-_. __ _._. -._•._ -__ 30__. 31_._.._ 34 40 41 39-_ 42 4346 45 T TAL UNIT VA:PAVING IMPROVEME T5 $410,072.00 CITY Of FORT WORTH .,k STANDARD C➢NSTR11Cr10N SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Fom.Version September 1,2015 0042.43_0id Proposal_DAP Jackson 09 42 43 DAP-BID PROPOSAL Pasc 6 or8 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICY 131D Biddor'n Application Project hein Information Bidders Proposal Bidlist Item Specirication Emit of Bid No Description Section No. Measure Quantity Unit Price Bid Valuo UNIT t .-PAVING IMPROVEMENTS-ALTA VISTA _1 3213.0103 8"Cone Pwnt 3213 13 SY 1850 $69,00 $109,150.00 2 0241.1100 Remove Asphalt Pvmt 0241 15 SY 1880 $6.00 $11,290.00 __ 3 3211.0400 H dmtedTime(489 per SY) 32 11 29 TN 48 $201.00 $9,648.00 4 3211,0502 8"Lime Treatment 3211 29 SY 2000 $4.50 $9.0OO.OD 5 3213.0301 4"Cone Sidewalk 32 1320 SF 3380 $5.70 $19,266,00 — 6-- 3213.0501 Barrier Free Rm ,`f R-I 32 1320 EA 4 $2,100.00 $8,400.00 7 3291,0100 Topsoil 32 91 19 CY 190 $38.00 $7,220.00 8 —3292:0.100 Block Sod Placement 3292 13 SY 1130 $6.00 $6,780.00 6--3471.0001 Traffic Control 3471 13 MO 2. $2,000.00 $4,000.00 —10 —3123.0101 Unclassified Excavation bX Plan 3123 16 CY 386 $48.00 $1$,480.00 _ -1 i —3212A401 1.1MAC Transition 32 12 16 TN 5 $192,00 $960.00 - 1.2- --17 19 __.._._ ....__ _........ _........ _ 23 27 28 ------------_ _ _....... 32 36 37 39 .._._-._------------ 42 q Days for Pavtn . 45 45 46 TOTAL UNIT IVB.PAVING IMP O MENTS $204,184.00 CrY OF FORT WORTH STANDARD CONSTRUCrtONSPE(INCAMON-DOCUMENTS-DEVELOPER AWARDED PROJECTS Pom,Wrsion September 1.2015 00 42.43_8id Pmposaf_DAP Jockmn aJ4a-t3 DAP-BID PROPOSAL Page 7 ar a SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICr BID Bidder's Application Project Item information Biddars Proposnl Bidlist Item Description Specification Unit of Bid Unit:Pride Bid Value No. Section No. Measure Quantity _ UNIT V:LIGHTING t APROVEMENTS 3441.3002 Rd%vy Ilium Assmbly TY 8,11,D-25,and D-30 34 41 20 EA 8 2 3441.3301 Rd%vy Mum Foundation TY 1,2,and 4 34 41 20 EA 8 -3 2605.3018 2"Conduit PVC Soh 80.Open Cut 26 05 33 LF 443 - 4 -3441.3401 0-6-6 Tri lox Alum Elee Conductor 34 41 20 LF 443 7__ 9� 1.2 9 3--- 14 18 .19__-- _.24_— -_u—_ ..._ ..___.W _ _ --- —_ _._.._._ ...... ----26__ 2$, _ 29._-_w.�_-_,...-._---•....-___.____.._.__.____-.- ._--- _-.--- --.--_...._____._�_.- _..-a_..-_.._..._....___._._._____-_.-_------.-- .•_-__-.------ 38 40 -.42-. . •43 .---Total Working Days fort ig)t ng 46 TOTAL UNIT V:LIC7HTJNG IMPROVEMENTS CrrY OF FORT WORTH STANDARD CONSTRUCTION sPEcmcATRIN DOCUMEMS-DEVELOPER AWARDED PROJECTS Famt VctsionSeprAmbet 1,2015 004243_13id.Propasal_PAP lacWn 00 42 43 DAP-DID PROPOSAL NBC B ore SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UHIT PRICE BID Eliddor's Application Project Item Infannation Biddoes Proposal Bidlist hem Spcoircalion Unit or Bid No Description Section NO. Measure Quantity Unu Price Bid Vplue Bid Summary UNIT I:WATER IMPROVEMENTS _ $229,160.00 UNIT Ii:SANITARY SEWER IMPROVEMENTS $172.699.00 UNIT 11IA:DRAINAGE IMPROVEMENTS -ONSITE _ $14040,__7_00 UNIT I1113:DRAINAGE IMPROVEMENTS -ALTA VISTA $20,313,00 UNIT IVA:PAVING IMPROVEMENTS-ONSITE $410,072.00 UNIT IVB:.PAVING IMPROVEMENTS-ALTA VISTA $204,184.00_ UNIT V;LIGHTING IMPROVEMENTS Total Construction 814 $1,185,83$.00 Contractor agrees to complete AYORK ror FINAL ACCEPTANCE within 90 calendar days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CrtYO'FORTtVORTH STANDARD CONSTRUCTION SPECIFICATEON DOCUMENTS-DEVELOPER AWARDED PROJECTS Farris Version September t.2015 004243_Bio'Pmposal AAP Jackson 00 42 43 DAP-BID PROPOSAL Page 1 of I SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE "l® Bidder's Application Project Item Information Biddees Proposal Bidlist Item Specification I Unit of Bid Description Unit Price Bid Value No, Sccti2i2L_i Measure Quantity UNIT V:LIGHTING IMPROVEMENTS 1 3441.3002 Rdwy Illum Assmbly TY 8,11,D-25,and D-30 34 41 20 EA 8 $2,231.00 $17,848.00 2 3441.3301 Rdwy Ilium Foundation TY 1,2,and 4 3441 20 EA 8 $1,609,00 $12,872.00 3 2605.3018 2"Conduit PVC Sch 80,Open Cut 26 05 33 LF 443 $14.01 $6,206,43 4 3441.3401 6-6-6 Triplex Aluni Bice Conductor 34 41 20 LF 443 $3.24 $1,435.32 TOTAL UNIT V:LIGHTING IMPROVEMEMLSl $38,361.75 Bid Snmma UNIT V:LIGHTING IMPROVEMENTS $38,361.75 Total Construction Bid $38,361.75 Contractor agmes to complete WORK for FINAL ACCEPTANCE within X1 ,s.cudar days after the date when the CONTRACT commences to run as provided in the General Conditions END OF SECTION Richard Wolfe President Independent Utility Construction, Inc, CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-➢EVELOPER AWARDED PROJECTS Foam Version Sepmmber 1,200 0042 43 Hid Propmak,-DAP-]miepe.,&n4 COMPLETION AGREEMENT—LENDER FUNDED This Completion Agreement("Agreement)is made and entered into by and among the City of Fort Worth ("City"), and Alta Vista Partners, LTD, a Texas Limited Partnership ("Developer"), and Frost Bank ("Lender"), effective as of the date subscribed by the City's City Manager or Assistant City Manager. The City,the Developer and the Lender are hereinafter collectively called the"Parties". WITNES SETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 12.208 acres that is located in the City, the legal description of which tract of real property is marked Exhibit "A" —Legal Description, attached hereto and incorporated herein for all purposes ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat FP-17-158; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Heather Meadows ("CIA"); and WHEREAS, the City has required certain assurances of the availability of funds to complete the water and sewer utilities, streets/paving, storm drain, street lights and street signs for the development of the Property("Improvements"), and WHEREAS, in order to provide such assurances as have been required by the City, the Lender has agreed to advance certain funds to the City for Hard Costs (which term is hereinafter defined)subject to,and in accordance with,the terms,provisions and conditions of this Agreement; and WHEREAS, the Developer has granted to the Lender as additional security for the Loan (which term is hereinafter defined) a security interest in all plans and specifications for the development of the Property (collectively, the "Plans"); and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. NOW THEREFORE,for and in consideration of the benefits to be derived from the mutual observance by the Parties of the terms and conditions hereof, and for and in consideration of Ten City of Fort Worth,Texas Standard Completion Agreement Lender-Funded Revised 09,07.2017 JLE CFA Official Release Date: 07.01.2015 Page 1 of 13 Dollars ($10.00)and other good and valuable consideration,the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for this Agreement and they are incorporated into this Agreement for all purposes. 2. The Completion Amount. The City and the Developer agree that the Hard Costs required to complete the Improvements in the aggregate should not exceed the sum of Nine Hundred Ninety Thousand Six Hundred Ninety Nine and 75hoo Dollars ($990,699.75), hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Improvements may vary as a result of change orders agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the Completion Amount as used herein. 3. Adjustments to the Completion Amount. The Lender may from time to time make advances to the Developer for the development of the Property under the development loan that has been made by the Lender to the Developer for the purpose of financing the costs of constructing the Improvements for the Property (the "Loan") subject to, and in accordance with, the terms, conditions and provisions of the Loan Documents (which term is hereinafter defined) evidencing and securing the Loan. Some of those advances shall be for Hard Costs as specified in the "Approved Budget" relating to the Loan, a copy of which Approved Budget is marked Exhibit "B", attached hereto and incorporated herein for all purposes, with the Hard Costs line items highlighted. The term"Hard Costs" shall mean the actual costs of construction and installation of the Improvements. To the extent that advances under the Loan are for the payment of Hard Costs, the Completion Amount shall be deemed reduced, dollar for dollar. The Lender may withhold statutory retainage from any advances under the Loan or pursuant to this Agreement. All such retainage withheld, to the extent it is attributable to Hard Costs, shall also reduce the Completion Amount dollar for dollar. All retainage withheld by the Lender for Hard Costs that are advanced to the City pursuant to this Agreement shall be released to the City as provided in the Texas Property Code upon expiration of the statutory retainage period. 4. Completion by the Developer. The Developer agrees to complete the Improvements on or before the date for completion that is established in the Loan Documents plus City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 2 of 13 thirty (30) days (the"Completion Date"), in accordance with the CIA, the Plans approved by the Lender and the City and all documents evidencing or securing the Loan (collectively, the "Loan Documents"). For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Improvements. The City shall promptly notify the Lender and the Developer upon such acceptance. 5. Completion by the City. In the event that either: (A) the development of the Property is not completed by the Completion Date for any reason whatsoever, or(B)the Developer is in default under the Loan, then the Lender, at its sole option, may request the City to complete development. The City may, at its sole option and at the cost and expense of the Developer, within 10 days from receipt of Lender's request, notify Lender that it will undertake to complete the Improvements and the City shall then commence, pursue, and complete the Improvements in a reasonably timely, diligent and workmanlike manner in accordance with the Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City may use the Plans as necessary to complete the Improvements. If the City does not timely elect to complete the construction of the Improvements or if the Lender does not request the City to complete construction of the Improvements, then the Lender may at its election terminate this Agreement, or at its option, proceed to complete the Improvements, or foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to the City. In the event the Lender has requested the City and the City has elected to complete the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in the Approved Budget within 10 days of the date that the City elected to complete and provided Lender with written notice of such election. The Developer hereby authorizes and instructs the Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of notification that the City elects to complete the Improvements. In the event the cost to complete the Improvements exceeds the moneys transferred to the City, City shall notify Lender and Developer in writing of the need of additional funds. The City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 3 of 13 additional funds required to complete the Improvements shall be delivered to the City within 10 business days following notification to Lender and Developer. Failure to deliver the additional funds shall relieve the City of the obligation to complete the Improvements, in which event City shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them. Any remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Improvements if there is any default under any Loan Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the Completion Amount. 8. Easements. In the event the City or the Lender undertakes the completion of the Improvements, the Developer (and to the extent necessary the Lender) grants to the City and the Lender open access to the Property and shall execute and deliver such temporary easements over and across the entirety of the Property for the purpose of access and use for the completion of the construction of the Improvements in accordance with this Agreement. To the extent requested by the City and the Lender, written temporary construction easements in form acceptable to the City and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents. 9. Lender's Rijzhts. Nothing in this Agreement shall affect any portion of the Lender's collateral for the Loan or limit or impair the Lender's right to foreclose the same or deal with the collateral as it elects in accordance with the Loan Documents. 10. Satisfaction of the City Requirements. The City agrees that the assurances and covenants contained in this Agreement satisfy all requirements of the City with respect to Developer's performance bond or other financial security in connection with the development of the Property and the completion of the Improvements that are contained in the CFA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants contained herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09,07.2017]LE CFA Official Release Date:07.01.2015 Page 4 of 13 11. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Improvements; (b) mutual written agreement of all of the Parties; or (c) the reduction of the Completion Amount to zero. However, release of the plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this paragraph 11 shall not require the City to release the plat. 12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Improvements are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been paid, including but not necessarily limited to lien waivers and bills paid affidavits,the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 13. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Improvements the following: a.A statement that the City is not holding any security to guarantee any payment for work performed on the Improvements; b. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; c.A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property of the Improvements; and d. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in a., b., and c. above. 14. Miscellaneous. A. Non-Assignment of Agreement. This Agreement may not be assigned by any of the Parties without the prior written consent of all the other Parties. B. Notice. Any notice required or permitted to be delivered under this Agreement shall be deemed received on actual receipt by the appropriate party at the following addresses: (i) Notice to the City shall be addressed and delivered as follows: City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 5 of 13 City of Fort Worth Planning and Development Department 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Janie Morales, Development Manager Email: Janie.Morales@fortworthtexas.gov Confirmation Number: 817-392-7810 and/or Attention: CFA Division Email: cfa@fortworthtexas.gov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: Richard A. McCracken Office of the City Attorney City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: David Washington, Jr. Alta Vista Partners, LTD P.O. Box 466 Keller, Texas 76244 Email: david @dwcommercial.com (iii) Notice to the Lender shall be addressed and delivered as follows: Derek Buchanan Frost Bank 640 Taylor St., Fort Worth, TX 76102 Email: derek.buchanan@frostbank.com A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 6 of 13 C. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas. D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. E. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. F. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the Parties with respect to the subject matter hereof and supersedes any prior understandings or written or oral agreements among the Parties concerning the subject matter hereof; provided, however, that this Agreement shall not supersede, amend or modify any of the Loan Documents or any portion thereof. G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to his Agreement. H. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07,2017 JLE CFA Official Release Date: 07.01.2015 Page 7 of 13 ACCORDINGLY, the City of Fort Worth, Developer and Lender have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee.: CITY OF FORT WORTH: DEVELOPER: Alta Vista Partners, LTD By: DW Commercial, LLC, Its General Partner V Assistant Cit Manager U Name: Davi ashington, Jr. Title: President Date: Z.J � Date: Approved as to Form and Legality: LENDER: Frost Bank f _ Richard A. McCracken Assistant City Attorney ` Name: Derek Buchanan r ATTEST: -���y; ;•` � Title: Senior Vice President ! Contract Compliance Manger By signing I acknowledge that I am the Mary J. Kayser person responsible for the monitoring and City Secretary administration of this contract, including r ensuring all performance and reporting M&C: requirements. Date: A O'k 1(,,In- 141e S. Mbiales 111velopment Manager City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revis 09.07.2017 ME CFA Official Release Date: 07.01.2015 OFFICIAL RECORD Page 8 of 13 CITY SECRETARY FT WURTHg 'W K Alta Vista Partners, LTD, the Guarantor of the Development Loan, is executing this Completion Agreement for the sole purpose of acknowledging that advances that are made by the Lender pursuant to this Completion Agreement shall be deemed to be advances that are made under the Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by David Washington, Jr. GUARANTOR By: - Name: David Wakiington, Jr. Title: President City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 9 of 13 List of Exhibits to the Completion Agreement Attachment 1 —Changes to the Standard Completion Agreement Exhibit A- Legal Description Exhibit B - Approved Budget City of Fort Worth, Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 10 of 13 ATTACHMENT"1" Changes to Standard Completion Agreement None City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 11 of 13 EXHIBIT A LOTS 1-12, BLOCK 1: LOTS 1-22, BLOCK 2; LOTS 1-17, BLOCK 3;AND LOTS 1-17, BLOCK 4 HEATHER MEADOWS An addition to the City of Fort Worth, Tarrant County, Texas and do hereby dedicate to the public use forever the easements and right-of-way as shown hereon City of Fort Worth, Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ALE CFA Official Release Date: 07.01.2015 Page 12 of 13 EXHIBIT B APPROVED BUDGET Section I Water $229,160.00 Sewer $172,699.00 Subtotal $401,859.00 Section II Interior Streets $410,072.00 Storm Drains $140,407.00 Subtotal $550,479.00 Section III Street Lights $38,361.75 Subtotal $38,361.75 TOTAL $990,699.75 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07,01.2015 Page 13 of 13 Developer and Project Information Cover Sheet: Developer Company Name: Alta Vista Partners,LTD,By DW Commercial,LLC,Its General Partner Address, State,Zip Code: P.O. Box 466,Keller,Texas,76244 Phone&Email: 817-431-2095, david@dwcommercial.com Authorized Signatory, Title: David Washington,Jr.,President Project Name and Brief Heather Meadows Description: Water, Sewer,Paving, Storm Drain, Street Lights Project Location: Alta Vista Drive between Golden Triangle Blvd and N.Beach St. Plat Case Number: FP-17-158 Plat Name: Heather Meadows Mapsco: Council District: 7 City Project Number: 101679 CFA Number: CFA18-0101 DOE Number: To be completed by al Received by: e4, Date: l L City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 ME Pagel of 9 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the"Agreement"), entered into as of this day of ,20 ,by and among Alta Vista Partners, LTD, ("Developer"),the City of Fort Worth, a Texas municipal corporation ("Fort Worth") and Rattikin & Rattikin, LLP (`Escrow Agent") is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agreement for Heather Meadows (CFA#CFA18-0101, City Project# 101679, City Secretary No. ,) in the City of Fort Worth, Tarrant County, Texas (the "CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the "Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with all requirements, terms, and conditions of the CFA (the "CFA Obligations"); and WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent, in complete satisfaction of the obligation to submit the Financial Security to secure the performance of the CFA Obligations. NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. For the purposes of this Agreement, unless the context otherwise clearly requires, the following terms shall have the following meanings: "Security Funds"shall mean the cash deposit of Two Hundred Ninety One Thousand Eight Hundred Seventy One and 25/too Dollars($291,871.25),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 (which interest income shall remain the City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 JLE Page 2 of 9 property of Developer and shall be distributed by Escrow Agent in accordance with Developer's periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect or modify, any obligation of Developer with respect to the CFA Obligations or any transaction involving or giving rise therefrom. SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS. Concurrently with the execution of this Agreement, Developer shall have delivered to and deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent. Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds remaining in its possession to Developer (or take such other action as Developer may request or direct) immediately after receipt of written notice from Fort Worth that the CFA Obligations have been fully performed. During such time as Escrow Agent has possession of the Security Funds, Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's notwithstanding any terms or understandings (written or otherwise) between Developer and Escrow Agent. SECTION 4. COVENANTS. (a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will: (i) from time to time execute and deliver to Fort Worth all such assignments, certificates, supplemental writings, and other items and do all other acts or things as Fort Worth may reasonably request in order to evidence and perfect the security interest of Fort Worth in the Security Funds; (ii) furnish Fort Worth with information which Fort Worth may reasonably request concerning the Security Funds; (iii) notify Fort Worth of any claim, action, or proceeding affecting title to the Security Funds or Fort Worth's security interest(s) therein; and (iv) adjust the Security Funds to an amount equal to the actual contract price, including revisions thereto, if the original Security Funds were based on an engineer's estimate of costs. (b) Negative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will not: City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date: 07.01,2015 Revised 09.07.2017 JLE Page 3 of 9 (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 immediately upon the receipt of a written statement purporting to be executed by an authorized representative of Fort Worth stating that: (i) a Default by Developer has occurred related to the CFA Obligations; (ii) written notice of such Default has been given by Fort Worth to Developer and Escrow Agent and such Default was not cured within seven (7) days after delivery of such notice; and (iii) Fort Worth is entitled to have the Security Funds transferred in accordance with the Agreement. (b) Notices.Any notice required or permitted to be given to any party hereto shall be given in writing, shall be personally delivered or mailed by prepaid certified or registered mail to such party at the address set forth below, and shall be effective when actually received. To Developer: Alta Vista Partners LTD Attention: David Washington, Jr. P.O. Box 466 Keller, TX 76244 City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date. 07.01.2015 Revised 09.07.2017 ME Page 4 of 9 To: Escrow Agent: Rattikin & Rattikin, LLP Attention: Bonnie Cochran 4936 Collinwood Avenue, Suite 200 Fort Worth, TX 76107 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 S. 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 9 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 REDUCTIONS IN SECURITY FUNDS. (a) Notwithstanding any contrary provision in this Agreement, Developer shall have the right to reductions in the Security Funds(hereinafter called a"Reduction in the Security Funds"), in accordance with this Section 9. (b) Developer may request a Reduction in the Security Funds only if the initial term of the CFA is more than four(4)months. (c) Developer may make no more than two (2) Reductions in the Security Funds. (d) The first Reduction in the Security Funds may only be made after: (i) One-third of the value of Community Facilities being constructed pursuant to the CFA have been verified by the City's inspectors to have been constructed in accordance with the engineering plans; and (ii) The City has received an affidavit and release of lien executed by the contractor indicating that the contractor has been paid by the Developer and the contractor has paid all subcontractors and material suppliers for one-third of the value of the Community Facilities being constructed pursuant to the CFA. (iii) After the City has confirmed that one-third of the Community Facilities have been constructed in accordance with the engineering plans and the City has received an affidavit and release of lien from the contractor in the amount of one-third of the value of the Community Facilities being constructed pursuant to the CFA, then the Security Funds may be reduced in an amount that does not exceed one-third of the amount of the Security Funds. (e) The second Reduction in the Security Funds may only be made after: City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME Page 6 of 9 (i) Two-thirds of the value of Community Facilities being constructed pursuant to the CFA have been verified by the City' s inspectors to have been constructed in accordance with the engineering plans; and (ii) The City has received an affidavit and release of executed by the contractor indicating that the contractor has been paid by the Developer and the contractor has paid all subcontractors and material suppliers for two-thirds of the value of the Community Facilities being constructed pursuant to the CFA. (iii) After the City has confirmed that two-thirds of the Community Facilities have been constructed in accordance with the engineering plans and the City has received an affidavit and release of lien from the contractor in the amount of two-thirds of the value of the Community Facilities being constructed pursuant to the CFA,then the financial guarantee may be reduced in an amount that does not exceed two-thirds of the amount of the financial guarantee if more than thirty calendar days have passed since the first reduction in the financial guarantee. (f) The Developer must pay the CFA amendment fee to the City before a Reduction in the Security Funds will be authorized by the City. (g) City, Developer and Escrow Agent will execute an amendment to this Agreement to authorize a Reduction in the Security Funds. SECTION 10. NON-ASSIGNABILITY 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. City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME Page 7 of 9 This Agreement is to be construed and interpreted in accordance with the laws of the State of Texas. SECTION 14. COUNTERPARTS. This Agreement maybe executed in any number of multiple counterparts and by different parties on separate counterparts,all of which when taken together shall constitute one and the same agreement. SECTION 15. INDEMNITY. Developer hereby agrees to release,hold harmless, and indemnify Escrow Agent(and its directors, officers, employees, agents and representatives) from and against all claims, damages,expenses, costs, suits and other liability of any kind whatsoever that arise out of or are directly or indirectly related to the performance by Escrow Agent of its duties hereunder except for the gross negligence or willful misconduct of Escrow Agent or its directors, officers, employees, agents or representatives and Developer hereby agrees to release, hold harmless,and indemnify Fort Worth(and its respective directors,officers,employees,agents and representatives) from and against all claims, damages, expenses, costs, suits and other liability of any kind whatsoever that arise out of or are directly or indirectly related to any actions or inaction by Fort Worth with respect to this Agreement. SECTION 16. PAYMENT OF ESCROW FEES Developer will be responsible for the payment of all fees to Escrow Agent associated with this Agreement. SECTION 17. INTERPLEADER Should a dispute arise as to the ownership of the Escrowed Funds,Escrow Agent shall have the right,but not the obligation, to file an interpleader proceeding and to deposit any funds and/or documents into the registry of the court, the cost of doing so to be reimbursed from the escrow holdings. 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 ME Page 8 of 9 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 Alta Vista Partners,LTD, By: DW Commercial, LLC, Its General Partner Dana Burghdoff ' Interim Assistant City Manager Name: David/Washington,Jr. Title: President Date: ��S �^ Date: 11 117-1/17 Approved at to Form &Legality: ESCROW AGENT �{ Rattikin&Rattikin,LLP Richard A. McCracken f Sr. Assistant City kaorney - ..:. M&CNo. Date: �`�?, ``�, N Jef ey A. Rattikin a A3 _ :13 Title: Partner ATTEST: X . e Date: 12142;10 i�iF,yF+4„,awr OA� Contract Compliance Manager Mary J. Kayser By signing I acknowledge that I am the City Secretary person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. P, tli jF11 Jan' S. Mo,a es D elopment Manager OFFIC9AL RE-CORD MY SECRETARY City of Fort Worth,Texas cT WORTH, Y Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09. Page 9 of 9 ATTACHMENT "1" Changes to Standard Agreement Escrow Pledge Agreement None City of Fort Worth,Texas Escrow Pledge Agreement CFA Official Release Date:07.01.2015 Revised 09.07.2017 JLE