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HomeMy WebLinkAboutContract 57678-A1 Date Received: Oct 6, 2022 City Secretary Time Received: 3:24 PM Contract Number: 57678-Al FIRST AMENDMENT TO CITY SECRETARY CONTRACT NUMBER 57678 A COMMUNITY FACILITIES AGREEMENT AND ESCROW AGREEMENT BETWEEN THE CITY OF FORT WORTH, GABRIEL SOUTHWEST,LLC AND TITLE PARTNERS,LLC This FIRST AMENDMENT TO CITY SECRETARY CONTRACT NUMBER 57678 ("First Amendment") is made and entered into by and between the City of Fort Worth, a home- rule municipal corporation of the state of Texas ("City"), Gabriel Southwest, LLC, a Texas limited liability company ("Developer"), and Title Partners, LLC, a Texas limited liability company ("Escrow Agent"). WHEREAS, the City and Developer entered into a Community Facilities Agreement for the construction of public infrastructure improvements for a Project generally described as Paving, Drainage and Street Light Improvements to Serve McPherson Addition Multifamily Development, City Project Number 103717 ("CFA"); and WHEREAS, the City, Developer, and Escrow Agent entered into an Escrow Agreement as the financial guarantee for the CFA guaranteeing Developer will perform all obligations under the CFA ("Escrow Agreement"); and WHEREAS,the CFA and the Escrow Agreement are filed with the City Secretary as City Secretary Contract Number 57678; and WHEREAS, City, Developer, and Escrow Agent desire to amend the Community Facilities Agreement and Escrow Agreement to allow Standard Chisholm Tenant, LP; DHIC — CHISHOLM TRAIL, LLC; or Perch Acquisitions LLC the right to complete some or all of the Improvements under certain circumstances; and NOW THEREFORE, City, Developer, Escrow Agent, Standard Chisholm Tenant, LP, DHIC — CHISHOLM TRAIL, LLC, and Perch Acquisitions LLC acting herein by and through their duly authorized representatives, enter into the following agreement, which amends City Secretary Contract No. 57678: 1. Section 7 of the Community Facilities Agreement is amended to add subsection (e) to be and read as follows: (e) Fort Worth acknowledges that Developer has entered or will enter into an Infrastructure Construction and Escrow Agreement (the "Infrastructure Agreement") with Standard Chisholm Tenant, LP, DHIC—CHISHOLM TRAIL, OFFICIAL RECORD City of Fort Worth,Texas First Amendment to City Secretary Contract No. 57678 CITY SECRETARY Page 1 of 14 FT. WORTH, TX LLC,and Perch Acquisitions LLC(collectively,the"Interested Parties"),to secure Developer's obligation to construct the Improvements. Notwithstanding anything herein to the contrary,in the event of a failure by Developer to complete construction of the Improvements as provided herein or under the Infrastructure Agreement,each of such Interested Parties shall have the right (but not the obligation), at any time following such failure, to deliver notice (a "Step-In Notice") to the City that such Interested Party (such parry being an "Electing Party") elects to complete all or a portion of the outstanding construction obligations under this Agreement in accordance with the Escrow Agreement. Upon assignment and assumption of the Community Facilities Agreement and the Escrow Agreement by an Electing Party, the Electing Party will use commercially reasonable efforts to complete the construction of the Improvements, and the Electing Parry may utilize the Financial Guarantee to complete such construction as set forth in the Escrow Agreement. 2. Section 30 of the Community Facilities Agreement is amended in its entirety to be and read as follows: 30. Assignment and Successors Except as provided in this Agreement, Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prier written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. Additionally,the Interested Parties shall not assign their rights and interests under this Agreement to any third parties without the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, and shall be provided by the City in substantially the form of Exhibit 1, which is attached hereto and incorporated herein by reference. 3. The Community Facilities Agreement is amended to add Exhibit 1 which shall be and read as set forth in Exhibit 1 of this First Amendment. 4. Section 6 of the Escrow Agreement is amended in its entirety to be and read as follows: Section 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER DEFAULT. (a) Fort Worth and Escrow Agent acknowledge that Developer has entered or will enter into an Infrastructure Construction and Escrow Agreement (the "Infrastructure Agreement") with Standard Chisholm Tenant, LP, DHIC — CHISHOLM TRAIL, City of Fort Worth,Texas First Amendment to City Secretary Contract No.57678 Page 2 of 14 LLC, and Perch Acquisitions LLC (collectively, the "Interested Parties"), to secure the CFA Obligations and that the Interested Parties have an interest in the CFA Obligations being completed so that their respective developments can be timely completed. (b) 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. If Escrow Agent has not received a Step-In Notice from an Interest Party after fourteen (14) days from a written notice of Default, 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, Escrow Agent, and the Interested Parties and such Default: i. was not cured within seven(7) days after delivery of such notice; and ii. the Interested Parties have not delivered a Step-In Notice (defined below)to Fort Worth and Escrow Agent within fourteen(14)days after delivery of the notice of default by Fort Worth to Developer, Escrow Agent and the Interested Parties; and (iii) Fort Worth is entitled to have the Security Funds transferred in accordance with the Agreement. (c) In the event of a Default by Developer hereunder or under the Infrastructure Agreement, each of the Interested Parties shall have the right (but not the obligation), at any time following a Default by Developer under this Agreement or under the Infrastructure Agreement,to provide notice to Fort Worth and Escrow Agent that such Interested Party (such party being an "Electing Party") elects to complete all of the outstanding CFA Obligations (a "Step-In Notice"). Notwithstanding anything in this Agreement to the contrary, no Interested Party shall have a right to deliver a Step-In Notice if the Escrow Agent has transferred the Security Funds to Fort Worth in accordance with Section 6, subsection (b). In the event that more than one Interested Party delivers a Step-In Notice to Fort Worth and Escrow Agent, the first Step-In Notice delivered to Fort Worth and Escrow Agent shall be valid and any other Step-In Notice received thereafter shall be void. (d) In the event an Electing Party delivers a Step-In Notice to Fort Worth and Escrow Agent: (i) The Electing Party shall provide written notice to each of the Interested Parties at the time of delivery of a Step-In Notice. City of Fort Worth,Texas First Amendment to City Secretary Contract No. 57678 Page 3 of 14 (ii) the Electing Party will be deemed to have assumed and Developer will be deemed to have assigned all right, title, interest, duties and obligations of Developer under the Community Facilities Agreement and this Agreement(the "Assumed Obligations"); (iii) the Electing Party must deliver proof that it has either (A) entered into new contracts with contractors for the Assumed Obligations(which contractors must be pre-qualified contractors approved by the City, and in such event the City must be provided insurance certificates and new payment, performance and maintenance bonds for the remaining work to be performed under such new contracts), (B) assumed the contracts between the Developer and the contractors for the Assumed Obligations, and, if applicable, proof that the surety for the payment, performance and maintenance bonds provided by the contractors has consented to the assumption of the construction contracts with respect to the Assumed Obligations. (iv) Prior to being entitled to draw upon the Security Funds, the Electing Parry acknowledges that such draw or other Reduction in Security Funds may only be made after: i. The City's inspectors have verified the amount of the Community Facilities that 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 Developer(or Electing Party) and the contractor has paid all subcontractors and material suppliers for the Community Facilities that have been constructed pursuant to the CFA. iii. After the City has confirmed the amount of the Community Facilities that have been constructed in accordance with the engineering plans and the City has received an affidavit and release of lien from the contractor for the Community Facilities that have been constructed, then the Security Funds may be reduced to an amount that is no less than one hundred twenty-five percent (125%) of the value of the Community Facilities that are remaining to be constructed. (v) The Electing Party shall execute such additional documentation as necessary or desired to evidence the assignment of the Community Facilities Agreement and this Agreement with respect to the Assumed Obligations; and (vi) Escrow Agent shall disburse the security Funds to the Electing Party in accordance with the terms and conditions of this Escrow Agreement. (e) Notices. Any notice required or permitted to be given to any party hereto, including a City of Fort Worth,Texas First Amendment to City Secretary Contract No.57678 Page 4 of 14 Step-In Notice, 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 (except for void Step-In Notices as set forth in Section 6, subsection c of this Agreement). To Developer: Gabriel Southwest, LLC 410 N. Carroll Ave., Suite 180 Southlake, Texas 76092 with copies to: Wick Phillips Gould& Martin, LLP 3131 McKinney Avenue, Suite 500 Dallas, Texas 75204 Attn: Rob Wills and Scott Hotchkiss Email: rob.wills@wickphillips.com and scott.hotchkiss@wickphillips.com To Escrow Agent: Title Partners, LLC 5501 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attn: Debby S. Moor (214) 987-6789 Debb 1.Moore(c title artnersllc.com To City of Fort Worth: City of Fort Worth Attn: City Treasurer 200 Texas Street Fort Worth, TX 76102 with copies to: City of Fort Worth Attn: Contract Management Office 200 Texas Street Fort Worth, TX 76102 and City Attorney's Office City of Fort Worth,Texas First Amendment to City Secretary Contract No.57678 Page 5 of 14 City of Fort Worth Attn: Richard McCracken 200 Texas Street Fort Worth, TX 76102 To: Standard Chisholm Tenant, LP Standard Chisholm Tenant, LP 2501 N. Harwood St. Suite 2400 Dallas, Texas 75201 Attn: Daniel Smith& Clay Likover Email: DLS@OjalaHoldings.com& CDL@OjalaHoldings.com With a copy to: The Garden Law Group 2305 Cedar Springs Road, Suite 230 Dallas, Texas 75201 Attn: Warren W. Garden, Esq. E-mail: warren@gardenlawgroup.com To: DHIC—CHISHOLM TRAIL, LLC DHIC—CHISHOLM TRAIL, LLC Attn: Eric D. Overton Managing Director 1341 Horton Circle Arlington, Texas 76011 E-mail: edoverton@drhorton.com With a copies to: Scott Tuthill National Counsel DHI Communities 1341 Horton Circle Arlington, Texas 76011 Phone: 817-390-8246 E-mail: stuthill@drhorton.com and Kevin L. Kelley, Esq. Jackson Walker LLP 2323 Ross Avenue, Suite 600 City of Fort Worn,Texas First Amendment to City Secretary Contract No.57678 Page 6 of 14 Dallas, Texas 75201 Phone: 215-953-5834 E-mail: klkelley@jw.com To: Perch Acquisitions LLC Perch Acquisitions LLC 508 Powell St. Austin, Texas 78703 Attn: David West and Elizabeth Good E-mail: west@goodandwest.com and good@goodandwest.com Any parry 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. 5. Section 7 of the Escrow Agreement is amended in its entirety to be and read as follows: 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 after Fort Worth complies with Section 6 of this Agreement. In the furtherance of such sole and exclusive remedy, Fort Worth is entitled to and must exercise its rights in completion with Section 6 of this Agreement. Upon an assignment and assumption of the Community Facilities Agreement and this Agreement by an Electing Party pursuant to Section 6 of this Agreement, the Electing Party will use commercially reasonable efforts to complete the construction of the Improvements and pay all contractors and material suppliers, and the Electing Party may utilize the Security Funds to complete such construction in accordance with the terms and conditions of this Agreement. 6, Section 9 of the Escrow Agreement is amended in its entirety to be and read as follows: 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. City of Fort Worth,Texas First Amendment to City Secretary Contract No.57678 Page 7 of 14 (b) Every thirty (30) days,Developer may request a reduction in the Security Funds in accordance with Section 9-310.1 of the CFA Ordinance. (c) Developer shall provide the City of Fort Worth and Escrow Agent with written notice (the "Withdrawal Notice") that Developer desires to obtain a Reduction in the Security Funds in any amount less than or equal to the then-completed CFA Obligations as inspected or accepted by Fort Worth. (d) A Reduction in the Security Funds may only be made after: i. The City's inspectors have verified the amount of the Community Facilities that 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 Developer and the contractor has paid all subcontractors and material suppliers for the Community Facilities that have been constructed pursuant to the CFA. (e) After the City has confirmed the amount of the Community Facilities that have been constructed in accordance with the engineering plans and the City has received an affidavit and release of lien from the contractor for the Community Facilities that have been constructed, then the Security Funds may be reduced to an amount that is no less than one hundred twenty-five percent (125%) of the value of the Community Facilities that are remaining to be constructed. 7. a. All other provisions of City Secretary Contract Number 57678 which are not expressly amended herein, shall remain in full force and effect. b. All terms in this First Amendment that are capitalized, but not defined, shall have the meanings ascribed to those terms in City Secretary Contract Number 57678. [SIGNATURES ON FOLLOWING PAGE] City of Fort Worth,Texas First Amendment to City Secretary Contract No.57678 Page 8 of 14 IN TESTIMONY WHEREOF, the City, Developer,Escrow Agent, Standard Chisholm Tenant, LP, DHIC — CHISHOLM TRAIL, LLC, and Perch Acquisitions LLC have executed this First Amendment to be effective on the date signed by the City's Assistant City Manager. CITY OF FLIRT WORTH DEVELOPER Gabriel Southwest, LLC T51a-� 3�11 Dana Burghdoff(Oct 6,202 4:08 CDT) Dana Burghdoff Dean)--- ridge Assistant City Manager Manager Date: Oct 6, 2022 Date: �L� -�-- Recommended by: ESCROW AGENT b ate-Hd4s rk&91 L6a (,c Title Partners, LLC Dwayne'Ho llarson behalf of(Oct 6,202213:48 CDT) Tiffany Bacon Project Assistant Development Services Debby Moore Approved as to Form &Legality: Lending Agent Richard A.McCracken(Oct 6,2022 13:42 CDT) Date: Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Form No. NIA Contract Compliance Manager: �ddann�� By signing, I acknowledge that I am the ATTEST: pp FoRr as person responsible for the monitoring and �O°0°° °00* administration of this contract, including all %oP. performance and reporting requirements. v0 o= Jannette S.Goodall(Oc 6,2022 15:10 CDT) ° O ° Jannette S. Goodall o °o�c�d Matt Tilly on behc�/fof City Secretary ��� 0000pp p0000 a Matt Tilly on behalf of(Oct 6,202213:52 CDT) a�ixxlSo� Name: Janie Scarlett Morales Title: Development Manager OFFICIAL RECORD CITY SECRETARY City of Fort Worth,Texas FT. WORTH, TX First Amendment to City Secretary Contract No. 57678 Page 9 of 14 IN TESTIMONY WHEREOF,the City, Developer, Escrow Agent, Standard Chisholm Tenant, LP, DHIC—CHISHOLM TRAIL, LLC, and Perch Acquisitions LLC have executed this First Amendment to be effective on the date sighed by the City's Assistant City Manager. CITY OF FORT WORTH DEVELOPER Gabriel Southwest, LLC Dana Burghdoff Dean ridge Assistant City Manager Manager Date: Date: ( Recommended by: ESCROW AGENT Title Partners,LLC Tiffany Bacon Project Assistant Development Services IDebby Moore Approved as to Form &Legality: � Lending Agent Date: IV It, a Richard A. McCracken Sr. Assistant City Attorney M&C .No N/A Form No. N/A Contract Compliance Manager: By signing,I acknowledge that I am the ATTEST: person responsible for the monitoring and administration of this contract, including all performance and reporting requirements. Jannette S. Goodall City Secretary Name: Janie Scarlett Morales Title: Development Manager OFFICIAL RECORD CITY SECRETARY City of Fort Worth,Texas First Amendtuent to City Secretary Contract No. 57678 FT. WORTH, TX Page 9 of 14 Agreed and acknowledged: STANDARD CHISHOLM TENANT, LP a Texas limited partnership By OJALA CHISHOLM GP, LLC, a Delaware limited liability company By: L 'tk- Name: Daniel Smith Its: Vice President DHIC—CHISHOLM TRAIL,LLC By: DHI Communities, Inc., a Delaware corporation, its sole member By: Name: Title: Perch Acquisitions LLC By: Name: Its: OFFICIAL RECORD CITY SECRETARY City of Fort Worth,Texas FT. WORTH, TX First Amendment to City Secretary Contract No.57678 Page 10 of 14 Agreed and acknowledge - STANDARD CHISHOLM TENANT, a Texas limited partnership By OJALA CHISHOLM GP, LLC, a Delaware limited liability company By: Name: Clay D. Likover Its: President DHIC—CHISHOLM TRAIL,LLC By: DHI Communities, Inc., a Delaware corporation, its sole member By: 6 iy Nambi1, W.Wheat Title:Cb„Pf Financial OffcOL Perch Acquisitions LLC By: Name: Its: OFFICIAL RECORD CITY SECRETARY City of Fort Worth,Texas FT.WORTH, TX First Amendment to City Secretary Contract No.57678 Page 10 of 14 ll -Agreed and acknowledged: STANDARD CHISHOLM TENANT, a Texas limited partnership By OJALA CHISHOLM GP, LLC, a Delaware limited liability company By: Name: Clay D. Likower Its: President DHIC—CHISHOLM TRAIL,LLC By: DHI Communities,Inc., a Delaware corporation, its sole member By: Name: Title: Perch Acquisitions LLC By: Name: Its: OFFICIAL RECORD City of Fort Worth,Texas CITY SECRETARY First Amendment to City Secretary Contract No.57678 FT. WORTH, TX Page 10 of 14 Exhibit I CITY SECRETARY CONTRACT NO. CONSENT TO ASSIGNMENT OF COMMUNITY FACILITIES AGREEMENT AND ESCROW AGREEMENT (CITY SECRETARY CONTRACT NO. 57678) This CONSENT TO ASSIGNMENT OF COMMUNITY FACILITIES AGREEMENT AND ESCROW AGREEMENT (CITY SECRETARY CONTRACT NO. 57678)("Consent")is made and entered into by and between the City of Fort Worth,a home- rule municipal corporation organized under the laws of the State of Texas ("City"), Gabriel Southwest,LLC, a Texas limited liability company ("Assignor"),_ _("Assignee"), and Title Partners,LLC, a Texas limited liability company ("Escrow Agent"). The following recitals are true and correct and form the basis of this Consent: WHEREAS,the City and Gabriel Southwest, LLC (defined as "Developer" for purposes of the CFA") entered into a Community Facilities Agreement for the construction of public infrastructure improvements for a Project generally described as Paving,Drainage and Street Light Improvements to Serve McPherson Addition Multifamily Development, City Project Number 103717 ("CFA"); and WHEREAS,the City,Gabriel Southwest,LLC(defined as"Developer"for purpose of the Escrow Agreement"), and Escrow Agent entered into an Escrow Agreement as the financial guarantee for the CFA guaranteeing Gabriel Southwest, LLC will perform all obligations under the CFA ("Escrow Agreement"); and WHEREAS,the CFA and the Escrow Agreement are filed with the City Secretary as City Secretary Contract Number 57678; and WHEREAS, City, Gabriel Southwest, LLC, and Escrow Agent amended the Community Facilities Agreement and Escrow Agreement to allow Standard Chisholm Tenant, LP; DHIC — CHISHOLM TRAIL, LLC; or Perch Acquisitions LLC the right to complete some or all of the Improvements under certain circumstances, City Secretary Contract No. 57678-A1; and i WHEREAS,Assignor wishes to assign all of Assignor's right,title and interest in the CFA and the Escrow Agreement to Assignee; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the City,Assignor,Assignee and Escrow Agent agree as follows: 1. The City and Escrow Agent hereby consent to an assignment by Assignor to Assignee of all right, title and interest granted to Developer by the CFA and the Escrow Agreement effective on ("Effective Date"). City of Fort Worth,Texas First Amendment to City Secretary Contract No.57678 Page 11 of 14 2. The City and Escrow Agent consent to such assignment expressly upon the promise and covenant by Assignee,and Assignee promises and covenants to the City and Escrow Agent, that Assignee will comply with and assume all duties and obligations of Developer set forth in the CFA and the Escrow Agreement. 3. Notwithstanding anything to the contrary herein, Assignee understands and agrees that no act or omission of Assignor, whether before or after the Effective Date, will serve to mitigate any event of default set forth in the CFA, or limit or modify City's ability to terminate the CFA. 4. By executing this Consent, the City and Escrow Agent do not ratify or endorse any agreement or representation between Assignor and Assignee; grant Assignee any rights greater than those granted to Developer under the CFA and the Escrow Agreement; or consent to any amendment to the CFA or the Escrow Agreement. 5. Contemporaneous with the execution of this Consent by Assignee and prior to execution of this Consent by the City,Assignee shall deliver to the City any contracts,bonds,consent of surety documents, insurance certificates, or other documents set forth in the CFA and Escrow Agreement that are required for Assignee to complete the construction of the Improvements set forth in the CFA. 6. Assignor,Assignee and City agree that the estimated administrative material testing service fees, construction inspection service fees, and water testing lab fees in the total amount of $88,625.00 that Assignor paid to the City in connection with the CFA shall become the property of Assignee and shall remain on deposit with the City as Assignee's payment of the estimated fees required by the City. After construction of the Improvements in the CFA has been completed and the Improvements have been accepted by the City,any refund owned by the City for administrative material testing service fees, construction inspection service fees, or water testing lab fees shall be paid by City to Assignee and any shortage of the estimated fees shall be paid by Assignee to the City. 7. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the CFA and the Escrow Agreement. 8. The CFA and the Escrow Agreement are in full force and effect and have not been modified, supplemented, or amended in any way unless specifically set forth herein. 9. On and after the Effective Date, all notice which is required or desired to be sent to Developer under the CFA shall be delivered to the following: [Name] [Address] [Address] City of Fort Worth,Texas First Amendment to City Secretary Contract No. 57678 Page 12 of 14 IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in multiples as of the last date indicated below: The City: CITY OF FORT WORTH Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including all Dana Burghdoff performance and reporting requirements. Assistant City Manager Date: Janie Scarlett. Morales Development Manager Recommended by: ATTEST: Dwayne Hollars Contract Compliance Specialist Development Services Jannette S. Goodall City Secretary Approved as to Form & Legality. Richard A. McCracken Sr. Assistant City Attorney No M&C Required Form 1295:N/A I City of Fort Worth,Texas First Amendment to City Secretary Contract No. 57678 Page 13 of 14 Assignor: Gabriel Southwest, LLC Dean Eldridge Manager Date: Assignee: [Name] Name: Title: Date: ESCROW AGENT Title Partners,LLC Debby Moore Lending Agent Date: City of Fort Worth,Texas First Amendment to City Secretary Contract No.57678 Page 14 of 14 From: Hollars, Dwayne To: Soto.Vania Elizabeth Subject: FW: [External]Gabriel Southwest,LLC Date: Friday,October 14,2022 8:48:49 AM Attachments: imaoe005.pno imaae006.ma imaoe007.ono Hi Vania, See the two highlights below for the signature pages I brought up to you. • 57649-A1 • 57678-A1 Will this work? Dwayne Hollars Contract Compliance Specialist Development Services Department CFA Office 200 Texas Street Fort Worth, Texas 76102 (817) 392-8193 dwayne.hollarsna fortworthtexas.g_ov City of Fort Worth Working together to build a strong community F' TWTH. From: McCracken, Richard A<Richard.McCracken @fortworthtexas.gov> Sent: Friday, October 7, 2022 11:51 AM To: Hollars, Dwayne<Dwayne.Hollars@fortworthtexas.gov> Subject: RE: [External] Gabriel Southwest, LLC You could just have them deliver originals to you and take the originals to CSO. Sincerely, Richard A. McCracken Senior Assistant City Attorney Section Chief— Land Use and Regulatory Compliance City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 817-392-7611 (Office) 817-201-5227 (Cell) 817-392-8359 (fax) Richard.McCracken(@ fortworthtexas.g_ov City of Fort Worth— Working together to build o strong community. FORT ORTH RECIPIENTS- PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which they are addressed. This communication may contain material protected by the attorney-client privilege. If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, be advised that you have received this e-mail in error and that any use, dissemination, forwarding, printing, or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please immediately notify Richard A. McCracken at the City of Fort Worth City Attorney's Office (817) 392-7611. From: Hollars, Dwayne Sent: Friday, October 7, 2022 11:50 AM To: McCracken, Richard A<Richard.McCracken(@ fortworthtexas.gov> Subject: RF: [External] Gabriel Southwest, LLC Not yet. I need to respond to Megan's email below. Dwayne Hollars Contract Compliance Specialist Development Services Department CFA Office 200 Texas Street Fort Worth, Texas 76102 (817) 392-8193 dwayne.hollars @(fortworthtexas.gov City of Fort Worth Working together to build a strong community FoTWITH; From: McCracken, Richard A<Richard.McCracken(@ fortworthtexas.gov> Sent: Friday, October 7, 2022 11:48 AM To: Hollars, Dwayne<Dwayne.Hollars(@ fortworthtexas.gov> Subject: RF: [External] Gabriel Southwest, LLC Dwayne, Yes, take those. When the contract is scanned in by the CSO,they will just have multiple signature pages since signatures are not all on the some piece of paper.That should resolve everything. Did they deliver originals to you? Sincerely, Richard A. McCracken Senior Assistant City Attorney Section Chief— Land Use and Regulatory Compliance City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 817-392-7611 (Office) 817-201-5227 (Cell) 817-392-8359 (fax) Richard.McCracken na fortworthtexas.gov City of Fort Worth— Working together to build a strong community. Ff RT VORTH. RECIPIENTS- PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which they are addressed. This communication may contain material protected by the attorney-client privilege. If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, be advised that you have received this e-mail in error and that any use, dissemination, forwarding, printing, or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please immediately notify Richard A. McCracken at the City of Fort Worth City Attorney's Office (817) 392-7611. From: Hollars, Dwayne Sent: Friday, October 7, 2022 11:46 AM To: McCracken, Richard A<Richard.McCracken C@fortworthtexas.g_ov> Subject: FW: [External] Gabriel Southwest, LLC Rich, Will these be what I need to take to the City Secretary's Office?And will there be anything else needed for this one? Dwayne Hollars Contract Compliance Specialist Development Services Department CFA Office 200 Texas Street Fort Worth, Texas 76102 (817) 392-8193 dwayne.hollarsna fortworthtexas.g_ov City of Fort Worth Working together to build a strong community F' TWTH. From: Megan Moore <megan.moorena titlepartnerslIc.com> Sent: Thursday, October 6, 2022 3:58 PM To: McCracken, Richard A<Richard.McCracken Pfortworthtexas.gov>; Scott Hotchkiss <scott.hotch kiss na wickphillips.com>; Hollars, Dwayne <Dwayne.Hollarsna fortworthtexas.gov> Cc: Kevin Eldridge <Kevinna ccgtrike.com>; Debby Moore<debby.moorena titlepartnersllc.com>; Kristen Ridgway<kristen.rid gwayna titlepartnersllc.com>; Eric D Overton <EDOvertonna drhorton.com>; Pflomm, Beth <bpflommna iw.com>; Chris Eisenlohr <CDEisenlohrna drhorton.com> Subject: RE: [External] Gabriel Southwest, LLC CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments unless you recognize the sender and know the content is safe. Attached are TPLLC signatures. Please let me know where, and to whose attention, you need the originals sent? Kindly, Meg Megan P. Moore Commercial Escrow Officer Title Partners Reputtkble. Reliable, Kesptcted. 5501 LBJ Freeway Suite 200, Dallas, Texas 75240 Direct Line—(214) 987-6793 Fax—(214) 570-0210 www.titlenartnersllc.com WARNING! Wire fraud is real and buyers and sellers are one of the biggest targets. Don't be a victim by following these 4 steps. 1. Call,don't email:Confirm all wiring instructions by phone before transferring funds.Use the phone number from the title company's website or a business card. 2. Be suspicious:It's not common for title companies to change wiring instructions and payment info.