HomeMy WebLinkAboutContract 58515 Received Date: Nov 30,2022
Received Time: 2:57 p.m.
Developer and Project Information Cover Sheet:
Developer Company Name: RSR-Basswood Owner,LLC
Address, State,Zip Code: 400 S.Record Street Ste. 1200 Dallas,Texas 75202
Phone&Email: 214-292-3410 1 sarpenter@republicpropertygroup.com
Authorized Signatory,Title: Seth Carpenter,Vice President
Project Name: Basswood Landing
Brief Description: Water, Sewer,Paving, Storm Drain, Street Light&Signs
Project Location: Northeast corner Basswood Blvd. &Robert Downing Dr.
Plat Case Number: PP-21-098 Plat Name: Basswood Landing
Mapsco: 35N&S Council District: 2
CFA Number: 22-0108 City Project Number: 103976 1 IPRC22-0038
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
City of Fort Worth,Texas Page 1 of 16
Standard Community Facilities Agreement
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City Contract Number: 58515
STANDARD COMMUNITY FACILITIES AGREEMENT
This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by
and between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager,and RSR-BASSWOOD OWNER,LLC
("Developer"),acting by and through its duly authorized representative. City and Developer are referred to
herein individually as a"party"and collectively as the"parties."
WHEREAS, Developer is constructing private improvements or subdividing land within the
corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Basswood
Landing("Project"); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement("Community Facilities"or"Improvements"); and
WHEREAS,as a condition of approval of the Project,Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land,pay
fees or construction costs,or meet other obligations that are not a part of this Agreement; and
WHEREAS,the City is not participating in the cost of the Improvements or Project; and
WHEREAS, the Developer and the City desire to enter into this 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:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance("CFA Ordinance"),as amended,is incorporated
into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists between the terms and conditions
of this Agreement and the CFA Ordinance,the CFA Ordinance shall control.
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2.
Incorporation of Engineering Plans
The engineering plans for the Improvements that have been approved by the City (`Engineering
Plans")are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide
at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to
construct the Improvements required by this Agreement.
3.
Description of Improvements; Exhibits and Attachments
The following exhibits describe the general location, nature and extent of the Improvements that
are the subject of this Agreement and are attached hereto and incorporated herein by reference:
® Exhibit A: Water
® Exhibit Al: Sewer
® Exhibit B: Paving
® Exhibit B 1: Storm
® Exhibit C: Street Lights & Signs
The Location Map and Cost Estimates are also attached hereto and incorporated herein by
reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates
conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 —
Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and
Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all
purposes.
4.
Construction of Improvements
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 specifications, the Engineering Plans, the Cost Estimates provided for the
Improvements,and this Agreement. Developer acknowledges that City will not accept the Improvements
until the City receives affidavits and lien releases signed by Developer's contractors verifying that the
contractors, and all subcontractors and material suppliers, have been paid in full for constructing the
Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
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6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two (2)years of the Effective Date ("Term").
If construction of the Improvements has started during the Term, the Developer may request that this
Agreement be extended for an additional period of time("Extension Period"). All Extension Periods shall
be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement.
In no event shall the Term of this Agreement plus any Extension Periods be for more than three years.
7.
Failure to Construct the Improvements
(a) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements if at the end of the Term, and any Extension Periods, the
Improvements have not been completed and accepted by the City.
(b) 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 construction of the
Improvements before the expiration of the Term, and any Extension Period, if the Developer
breaches this Agreement,becomes insolvent, or fails to pay costs of construction.
(c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers
are not paid for construction costs or materials supplied for the Improvements the contractors and
suppliers may place a lien upon any property which the City does not have an ownership interest
that is the subject of the Completion Agreement.
(d) Nothing contained herein is intended to limit the Developer's obligations under the CFA
Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's
contractors,or other related agreements.
8.
Termination
If Developer desires to terminate this Agreement before Developer's contractors begin
constructing the Improvements, Developer agrees to the following:
(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any final plats that have been filed with the county where the Project
is located; and
(c) to pay to the City all costs incurred by the City in connection with this Agreement, including
time spent by the City's inspectors at preconstruction meetings.
9.
Award of Construction Contracts
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(a) Developer will award all contracts for the construction of the Improvements and cause the
Improvements to be constructed in accordance with the CFA Ordinance.
(b) Developer will employ construction contractors who meet the requirements of the City to construct
the Improvements including,but not limited,to being prequalified,insured,licensed and bonded to
construct the Improvements in the City.
(c) Developer will require Developer's contractors to provide the City with payment and performance
bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent
(100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and
performance bonds shall guarantee construction of the Improvements and payment of all
subcontractors and material suppliers. Developer agrees to require Developer's contractors to
provide the City with a maintenance bond naming the City as an obligee, in the amount of one
hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in
materials and workmanship for the Improvements by the contractor and surety for a period of two
(2) years after completion and final acceptance of the Improvements by the City. All bonds must
be provided to the City before construction begins and must meet the requirements of the City's
Standard Conditions,Chapter 2253 of the Texas Government Code,and the Texas Insurance Code.
(d) Developer will require Developer's contractors to provide the City with 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 must be named as an additional
insured on all insurance policies. The Developer must provide the City with a Certificate of
Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's
insurance provider,which shall be made a part of the Project Manual.
(e) Developer will require the Developer's contractors to give forty-eight (48)hours' advance notice
of their intent to commence construction of the Improvements to the City's Construction Services
Division so that City inspection personnel will be available. Developer will require Developer's
contractors to allow construction of the Improvements to be subject to inspection at any and all
times by the City's inspectors. Developer will require Developer's contractors to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives
consent to proceed,and to allow such laboratory tests as may be required by the City.
(f) Developer will not allow Developer's contractors to begin construction of the Improvements until
a notice to proceed to construction is issued by the City.
(g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and
water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and
service lines have been completed to the satisfaction of the City.
10.
Utilities
Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project;
and (2) to construct the Improvements required herein. 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 Improvements to be constructed pursuant to this Agreement.
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11.
Easements and Rights-of-Way
Developer agrees to provide,at its expense,all necessary rights-of-way and easements required for
the construction and dedication to the City of the Improvements provided for by this Agreement.
12.
Liability and Indemnification
(a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND
HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY
PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES
SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT.
(b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES
HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS AND EMPLOYEES FROM ALL SUITS,ACTIONS OR CLAIMS OF
ANY CHARACTER, WHETHER REAL OR ASSERTED,BROUGHT FOR OR ONACCOUNT
OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS,INCLUDINGDEATH,
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
PR OPERL Y SA FE G UARD THE WORK, OR ONACCOUNT OF ANY ACT,INTENTIONAL
OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS
CONTRACTORS, SUB-CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES,
WHETHER OR NOT SUCHINJURIES,DEATH OR DAMAGES ARE CAUSED,IN WHOLE
OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS,SERVANTS, OR EMPLOYEES.
(c) DEVELOPER WILL 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 INANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER
OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN
PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE
ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY
FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR
CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE
WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE
MANNER, FREE FROM DEFECTS,IN CONFORMANCE WITH THE CFA ORDINANCE,
AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
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Upon completion of all work associated with the construction of the Improvements,Developer will
assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its
contractors,along with an assignment of all warranties given by the contractors,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.
14.
Estimated Fees Paid by Developer; Reconciliation
Prior to execution of this Agreement, Developer has paid to the City the estimated cost of
administrative material testing service fees, construction inspection service fees,and water testing lab fees
in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the
construction of the Improvements, the City will reconcile the actual cost of administrative material testing
service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid
by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer,
the Developer must pay the difference to the City before the Improvements will be accepted by the City. If
the actual costs of the fees are less than the estimated payments made by the Developer,the City will refund
the difference to the Developer. If the difference between the actual costs and the estimated payments made
by the Developer is less than fifty dollars($50.00),the City will not issue a refund and the Developer will
not be responsible for paying the difference. The financial guarantee will not be released by the City or
returned to the Developer until reconciliation has been completed by the City and any fees owed to the City
have been paid by the Developer.
15.
Material Testing
The City maintains a list of pre-approved material testing laboratories. The Developer must
contract with material testing laboratories on the City's list. Material testing laboratories will provide copies
of all test results directly to the City and the Developer. If the Improvements being constructed fail a test,
the Developer must correct or replace the Improvements until the Improvements pass all retests. The
Developer must pay the material testing laboratories directly for all material testing and retesting. The City
will obtainproof from the material testing laboratories that the material testing laboratories have been
paid in full by the Developer before the City will accept the Improvements.
16.
Notices
All notices required or permitted under this Agreement may be given to a party by hand-
delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY: DEVELOPER:
Development Coordination Office RSR-Basswood Owner,LLC
City of Fort Worth 400 S. Record Street Ste. 1200
200 Texas Street Dallas, Texas 75202
Fort Worth, Texas 76102
With copies to:
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City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall,until the expiration of
three(3)years after final payment under the contract,have access to and the right to examine any directly
pertinent books, documents,papers and records of such contractor, involving transactions to the contract,
and further,that City shall have access during normal working hours to all of the contractor's facilities,and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants,officers,contractors,subcontractors,and volunteers shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Developer shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its employees, representatives, agents, servants, officers,
contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat
superior shall not apply as between the City and its officers, representatives, agents, servants and
employees, and Developer and its employees, representatives, agents, servants, officers, contractors,
subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the
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creation of a partnership or joint enterprise between City and Developer. It is further understood that the
City shall in no way be considered a co-employer or a joint employer of Developer or any employees,
representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer.
Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be
entitled to any employment benefits from the City. Developer shall be responsible and liable for any and
all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents,
servants, officers, contractors, subcontractors,and volunteers.
The City, through its authorized representatives and employees, shall have the sole and exclusive
right to exercise jurisdiction and control over City employees.
19.
Applicable Law; Venue
This Agreement shall be construed under and in accordance with Texas law. Venue shall be in
the state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
20.
Non-Waiver
The failure of the City to insist upon the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent
of City's right to assert or rely on any such term or right on any future occasion.
21.
Governmental Powers and Immunities.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
22.
Headings
The paragraph headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
23.
Severability
In the event that any clause or provision of this Agreement shall be held to be invalid by any
court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof.
24.
Review of Counsel
City and Developer, and if they so choose,their attorneys,have had the opportunity to review
and comment on this document;therefore any rule of contract construction or interpretation that would
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normally call for the document to be interpreted as against the drafting party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
construed solely on the basis of the language contained therein, regardless of who authored such
language.
25.
Prohibition on Boycotting Israel
Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
the City is prohibited from entering into a contract with a company with 10 or more full-time employees
that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City 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"have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement,by signing this
Agreement, 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 this Agreement.
26.
Prohibition on Boycotting Energy Companies
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code,as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company" and"company"
have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature
provides written verification to the City that Developer: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
27.
Prohibition on Discrimination Against Firearm and Ammunition Industries
Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 19,§ 1,the City is prohibited from entering
into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the company that it: (1) does not have a practice,policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and"firearm trade association"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Developer's signature provides written verification to the City that
Developer: (1) does not have a practice,policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
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28.
Immigration and Nationality Act
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.
29.
Amendment
No amendment,modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
30.
Assignment and Successors
Developer shall not assign or subcontract all or any part of its rights,privileges,or duties under this
Agreement without the prior 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.
31.
No Third-Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise,to any other person or entity.
32.
Compliance with Laws,Ordinances,Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
33.
Signature Authority
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The person signing this Agreement on behalf of Developer warrants that he or she has the legal
authority to execute this Agreement on behalf of the Developer, and that such binding authority has been
granted by proper order,resolution,ordinance or other authorization of the entity. The City is fully entitled
to rely on this warranty and representation in entering into this Agreement.
34.
Counterparts
This Agreement may be executed in multiple counterparts, each of which will be deemed an
original,but which together will constitute one instrument.
35.
Entire Agreement
This written instrument, together with any attachments, exhibits, and appendices, constitutes the
entire understanding between the City and Developer concerning the work to be performed hereunder,and
any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall
be void.
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36.
Cost Summary Sheet
Project Name: Basswood Landing
CFA No.: 22-0108 City Project No.: 103976 IPRC No.: 22-0038
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction $ 432,078.55
2.Sewer Construction $ 707,633.40
Water and Sewer Construction Total $ 1,139,711.95
B. TPW Construction
1.Street $ 828,326.85
2.Storm Drain $ 447,492.20
3.Street Lights Installed by Developer $ 54,412.96
4. Signals $ -
TPW Construction Cost Total $ 1,330,232.01
Total Construction Cost(excluding the fees): $ 2,469,943.96
Estimated Construction Fees:
C. Construction Inspection Service Fee $28,250.00
D. Administrative Material Testing Service Fee $7,350.00
E. Water Testing Lab Fee $300.00
Total Estimated Construction Fees: $ 35,900.00
Choice
Financial Guarantee Options,choose one Amount Mark one
Bond= 100% $ -
Completion Agreement= 100%/Holds Plat $ 2,163,220.79 X
Cash Escrow Water/Sanitary Sewer= 125% $ -
Cash Escrow Paving/Storm Drain= 125% $ -
Letter of Credit= 125% $ -
Escrow Pledge Agreement= 125%for Off-site Sewer $ 383,403.96 X
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IN WITNESS WHEREOF,the City and Developer have each executed this Agreement by their
duly authorized signatories to be effective on the date executed by the City's Assistant City Manager.
CITY OF FORT WORTH DEVELOPER
RSR-BASSWOOD OWNER,LLC
znmq� A�g/p{C By: RSR-BASSWOOD DEVCO,LLC
Dana Burghdoff(N 28,202 11:59 CST) a Delaware limited liability company,
Dana Burghdoff it's sole member
Assistant City Manager
By: Record Street-Basswood,LLC,
Date: Nov 28,2022 a Texas limited liability company,
it's Managing Member
Recommended by:
J/d Set a rpenter(N ov 21,202212:20 CST)
Dwayne Hollars(Nov21,202212:29 CST) Seth Carpenter
Dwayne Hollars Vice President
Contract Compliance Specialist
Development Services Date: Nov 21,2022
Approved as to Form &Legality:
Richard A.McCracken(N ov 28,202210:49 CST)
Richard A.McCracken
Sr.Assistant City Attorney
M&C No. N/A
Date:
Form 1295: N/A
4��oun
Ppo�F°Rjk°o Contract Compliance Manager:
od
ATTEST:
p o o s d By signing, I acknowledge that I am the person
responsible for the monitoring and
.Tannel-fe Sr. Goodall aIl�hezASoa
Jannette S.Goodall(Nov29,202216:10 CST) administration of this contract,including
Jannette S. Goodall ensuring all performance and reporting
City Secretary requirements.
Na1-)-Til1yon behalf of
M att Tilly on behalf of(Nov 21,202212:58 CST)
Janie Scarlett Morales
Development Manager
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
City of Fort Worth,Texas Page 14 of 16
Standard Community Facilities Agreement
Rev.9/21
The following attachments are incorporated into this Agreement. To the extent a
conflict exists between the main body of this Agreement and the following attachments, the
language in the main body of this Agreement shall be controlling.
Included Attachment
® Attachment 1 -Changes to Standard Community Facilities Agreement
❑ Attachment 2—Phased CFA Provisions
❑ Attachment 3 —Concurrent CFA Provisions
® Location Map
® Exhibit A: Water Improvements
® Exhibit Al: Sewer Improvements
® Exhibit B: Paving Improvements
® Exhibit B 1: Storm Drain Improvements
® Exhibit C: Street Lights and Signs Improvements
® Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth,Texas Page 15 of 16
Standard Community Facilities Agreement
Rev.9/21
ATTACIEMENT"I"
Changes to Standard Community Facilities Agreement
City Project No. 103976
None
City of Fort Worth,Texas Page 16 of 16
Standard Community Facilities Agreement
Rev.9/21
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COUNCIL DISTRICT NO. 2 CPN: 103976
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LOCATION MAP LAND SOLUTIONS
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NORTH 400 S.RECORD ST,SUITE 1200 9800 HILLWOOD PARKWAY
BASSWOOD LANDING SUITE250
NOT TO SCALE DALLAS,TX 75202 FORT WORTH,TX 76177
DATE: 04/29/2022 PHONE#:214.292.3410 PHONE:817-562-3350
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NOTES:
PROPOSED WATER LINE 1. ALL PROPOSED WATER LINES ARE
EXW EXISTING WATER LINE 8" UNLESS OTHERWISE NOTED.
EXHIBIT A - WATER CPN: 103976
WATER OWNER:!PELOTON
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NOTES:
PROPOSED SANITARY SEWER LINE 1. ALL SANITARY SEWER LINES ARE
8" UNLESS OTHERWISE NOTED.
EXSS EXISTING SANITARY SEWER LINE 2. ALL SANITARY SEWER MAHOLES
ARE 4 DIA. UNLESS OTHERWISE
NOTED.
EXHIBIT Al - SEWER CPN: 103976
SEWER OWNER:!PELOTON
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400 S.RECORD ST,SUITE 1200 9800 HILLWOOD PARKWAA
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BASSWOOD LANDING SUITE250
DALLAS,TX 75202 FORT WORTH,TX 76177
GRAPHIC SCALE DATE: 04/29/2022 PHONE#:214.292.3410 PHONE:817-562-3350
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EXHIBIT B - PAVING CPN: 103976
PAVING OWNER: _!!PELOTON
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400 S.RECORD ST,SUITE 1200 9800 HILLWOOD PARKWAA
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DALLAS,TX 75202 FORT WORTH,TX 76177
GRAPHIC SCALE DATE: 04/29/2022 PHONE#:214.292.3410 PHONE:817-562-3350
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PROPOSED STORM DRAIN LINE
EXISTING STORM DRAIN LINE
PP POLYPROPYLENE PIPE
EXHIBIT B1 - STORM CPN: 103976
STORM OWNER:!PELOTON
0 NORTH 200' IMPROVEMENTS REPUBLIC PROPERTY GROUP Illq LAND PARKWAY
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400 S.RECORD ST,SUITE 1200 9800 HILLWOOD PARKWAA
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BASSWOOD LANDING SUITE250
DALLAS,TX 75202 FORT WORTH,TX 76177
GRAPHIC SCALE DATE: 04/29/2022 PHONE#:214.292.3410 PHONE:817-562-3350
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LEGEND
• PROPOSED STREET LIGHT
O EXISTING STREET LIGHT
PROPOSED STREET NAME SIGNS
EXHIBIT C - STREET LIGHTS & STREET SIGNS CPN: 103976
STREET LIGHT & STREET OWNER: ; !!PELOTON
0 NORTH 2O0' SIGN IMPROVEMENTS REPUBLIC PROPERTY GROUP uul LAND PARKWAY
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400 S.RECORD ST,SUITE 1200 9800 HILLWOOD PARKWAA
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BASSWOOD LANDING SUITE250
DALLAS,TX 75202 FORT WORTH,TX 76177
GRAPHIC SCALE DATE: 04/29/2022 PHONE#:214.292.3410 PHONE:817-562-3350
00 42 43
PROPOSALFORM
Page I of2
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
UNIT PRICE BID Bidder's Application
BASSWOOD LANDING
Project Item Information Bidder's Proposal
Bidlist Specification Unit of
Item No. Description Section No. Measure Bid Quantity Unit Price Bid Value
UNIT I:WATER IMPROVEMENTS
1 3311.0261 8"PVC Water Pipe 3311 12 LF 1,960 $62.00 $121,520.00
2 3311.0541 16"Water Pipe 3311 10 LF 167 $382.00 $63,794.00
33 11 12
3 3312.3003 8"Gate Valve 33 12 20 EA 9 $2 811.00 $25,295.00
4 3312.0117 Connect to Existing 4"-12"Water Main 33 12 25 EA 1 $2,177.00 $2,177.00
5 3312.0106 Connect to Existing 16"Water Main 33 12 25 EA 2 $17,545.50 $35,091.00
6 3312.2003 1"Water Service 331210 EA 42 $1,603.93 $67,365.06
7 3312.2103 1 1/2"Water Service 33 12 10 EA 1 $3,616.00 $3,616.00
8 3312.0001 Fire Hydrant 33 12 40 EA 3 $8,290.83 $24,872.49
9 3311.0001 Ductile Iron Water Fittings w/Restraint 3311 11 TON 3.0 $26,477.00 $79,431.00
10 3305.0109 Trench Safety 33 05 10 LF 2,127 $2.00 $4,254.00
11 0241.1303 Remove 8"Water Valve 0241 14 EA 1 $4,659.00 $4,659.00
TOTAL UNIT I:WATER IMPROVEMENTS1 $432,078.55
UNIT It:SANITARY SEWER IMPROVEMENTS
12 3331.4115 8"Sewer Pie 33 31 20 LF 2,112 $70.51 $148,917.12
13 3305.1104 24"Casing By Other Than Open Cut 33 05 22 LF 223 $859.50 $191,668.50
14 3339.1001 4'Manhole 33 39 20 EA 17 $8,804.00 $149,668,00
15 3331.3101 4"Sewer Service 3331 50 EA 48 $1,532.00 $73,536.00
16 3339.0001 Epoxy Manhole Liner 33 39 60 VF 68.5 $507.88 $34,789.78
17 3339.1003 4'Extra Depth Manhole 33 39 20 VF 60.0 $250.00 $15,000.00
18 3305.0202 Imported Embedment/Backfill,CSS 33 05 10 CY 48 $247.00 $11,856.00
19 3305.0113 Trench Water Stops 33 05 15 EA 11 $2,080.00 $22,880.00
20 3305.0109 Trench Safety 33 05 10 LF 2 112 $2.00 $4,224.00
21 3301.0001 Pre-CCTV Inspection 3301 31 LF 2 335 $15.00 $35,025.00
22 3301.0002 Post-CCTV Inspection 3301 31 LF 2 335 $4.00 $9,340.00
23 3301.0101 Manhole Vacuum Testing3301 30 EA 17 $150,00 $2,550.00
24 9999.0001 Connect to Existing Manhole 00 00 00 EA 1 $8,179.00 $8,179.00
TOTAL UNIT II:SANITARY SEWER IMPROVEMENTS $707,633.40
UNIT III:STORM DRAIN IMPROVEMENTS
25 3349.0001 4'Storm Junction Box 33 49 10 EA 2 $10,300.00 $20,600.00
26 3349.0003 6'Storm Junction Box 33 49 10 EA 2 $13,327.00 $26,654.00
27 3349.5001 10'Curb Inlet 33 49 20 EA 5 $6,912.00 $34,560.00
28 3349.5002 15'Curb Inlet 33 49 20 EA 1 $8,737.00 $8,737.00
29 3305.0109 Trench Safety 33 05 10 LF 1,274 $2.00 $2,548.00
30 3349.7001 4'Drop Inlet 33 49 20 EA 1 $8,011.00 $8,011.00
31 9999.0007 24"Sloping Headwall 00 00 00 EA 1 $3,719.00 $3,719.00
32 3137.0102 Large Stone Ri ra ,dry 31 3700 SY 89 $271.00 $24,119.00
33 9999.0002 24"Polypropylene Pipe for Storm 00 00 00 LF 564 $96.80 $54,595.20
34 9999.0004 60"Polypropylene Pipe for Storm 00 00 00 LF 710 $340.80 $241,968.00
35 9999.0005 60"SETP-CD 00 00 00 EA 1 $9,367.00 $9,367.00
36 9999.0006 60"CH-FW-45 00 00 00 EA 1 $12,414.00 $12,414.00
37 9999.0007 Concrete Cap 00 00 00 EA 1 $200.00 $200.06
TOTAL UNIT III:STORM DRAIN IMPROVEMENTS $447,492.20
00 42 43
PROPOSALFORM
Page 2 of 2
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
UNIT PRICE BID Bidder's Application
BASSWOOD LANDING
Project Item Information Bidder's Proposal
Bidlist Specification Unit of
Item No. Description Section No. Measure BrdQuantity Unit Price Bid Value
UNIT IV:PAVING IMPROVEMENTS
38 0241.0100 Remove Sidewalk 0241 13 SF 3,134 $5.00 $15,670.00
39 0241.1300 Remove Cone Curb&Gutter 0241 15 LF 79 $30.00 $2,370.00
40 3201.0614 Cone Pvmt Repair,Residential 32 01 29 SY 125 $187.00 $23,375.00
41 3211.0400 Hydrated Lime 36#/SY 32 11 29 TN 140 $230.00 $32,200.00
42 3211.0501 6"Lime Treatment 32 11 29 SY 7,757 $6.00 $46,542.00
43 3213.0301 4"Conc Sidewalk 33 13 20 SF 19,647 $8.05 $158,158.35
44 3213.0101 6"Conc Pvmt 32 13 13 SY 7,205 $70.50 $507,952.50
45 3213.0501 Barrier Free Ramp,Type R-1 32 13 20 EA 10 $1,500.00 $15,000.00
46 3441.4003 Furnish/Install Alum Sign Ground Mount City Std. 3441 30 EA 6 $575.00 $3,450.00
47 3291.0100 Topsoil 3291 19 CY 311 $50.00 $15,550.00
48 3292.0100 H dromulch 32 92 13 SY 1,867 $1.00 $1,867.00
49 3471.0001 Traffic Control 34 71 13 MO 2 $1,800.00 $3,600.00
50 9999.0008 Connect to EX Paving 02 41 13 LF 108 $24.001 $2,592.00
TOTAL UNIT IV:PAVING IMPROVEMENTS $828,326.85
UNIT V:STREET LIGHT IMPROVEMENTS
51 2605.3015 2"CONDT PVC SCH 80 T 26 05 33 LF 605 $20.00 $12,100.00
52 3441.3050 Furnish/Install LED Lighting Fixture 3441 20 EA 8 $850.00 $6,800.00
70 watt ATBO Cobra Head
53 3441.3301 Rdwy Ilium Foundation TY 1,2,and 4 34 41 20 EA 8 $1,250.00 $10,000.00
54 3441.3351 Furnish/Install Rdwy Ilium TY 11 Pole 34 41 20 EA 8 $2,100.00 $16,800.00
55 3441.1646 Furnish/Install Type 33B Arm 3441 10 EA 8 $635.37 $5,082.96
56 3441.1410 NO 10 Insulated Elec Condr 3441 10 1 LF 1,815 $2.001 $3.630.00
TOTAL UNIT V:STREET LIGHT IMPROVEMENTS1 $54,412.96
Bid Summary
UNIT I:WATER IMPROVEMENTS $432,078.55
UNIT II:SANITARY SEWER IMPROVEMENTS $707,633.40
UNIT III:STORM DRAIN IMPROVEMENTS $447,492.20
UNIT IV:PAVING IMPROVEMENTS $828,326.85
UNIT V:STREET LIGHT IMPROVEMENTS $54,412.96
TOTAL CONSTRUCTION BID $2,469,943.96
This Bid is submitted by the entity named below:
BIDDER: BY:
RSR Basswood,LLC
400 S.Record Street,Suite 1200
Dallas,Texas 75202 TITLE:
DATE:
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 90 working days after the date when the
CONTRACT commences to run as provided in the General Conditions.
COMPLETION AGREEMENT—LENDER FUNDED
This Completion Agreement("Agreement)is made and entered into by and among the City
of Fort Worth ("City"), RSR-Basswood Owner, LLC a Texas limited liability company
("Developer"), and Western Alliance Bank an Arizona Corporation("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".
WITNESSETH:
WHEREAS, the Developer owns that certain tract of real property that contains
approximately 24.647 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 22-132 or FS (N/A); and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development of Basswood Landing("CFA"); 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 that
will be constructed on the Property 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 14
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 Two Million
One Hundred Sixty-Three Thousand Two Hundred Twenty Dollars and Seventy-Nine Cents
($2,163,220.79), 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 14
thirty(30) days (the "Completion Date"), in accordance with the CFA, 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 ME
CFA Official Release Date: 07.01.2015
Page 3 of 14
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 Rights. 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 ME
CFA Official Release Date: 07.01.2015
Page 4 of 14
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 ME
CFA Official Release Date: 07.01.2015
Page 5 of 14
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:
RSR Basswood Owner
400 S Record St, Suite 1200
Dallas, Texas 75202
Email: scarpenter@republicpropertygroup.com
(iii) Notice to the Lender shall be addressed and delivered as follows:
Western Alliance Bank an Arizona Corporation
One E. Washington Street, 5t'Floor
Phoenix,Arizona 85004
Email: daniel.reid(rwesternalliancebank.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 ME
CFA Official Release Date: 07.01.2015
Page 6 of 14
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 14
ACCORDINGLY, the City of Fort Worth, Developer and Lender have each caused this
instrument to be executed in each entity's respective name by its duly authorized signatories
effective as of the date executed by the City's Assistant City Manager.
CITY OF FORT WORTH: DEVELOPER:
RSR-BASSWOOD OWNER,LLC
By: RSR-BASSWOOD DEVCO,LLC
nwa l�Gt�ALlR�O a Delaware limited liability company,
Dana Bu�28,202
it's sole member
Dana Burghdoff
Assistant City Manager By: Record Street-Basswood,LLC,
a Texas limited liability company,
it's Managing Member
Nov 28,2022 Set arpenter(Nov 21,202212:20 CST)
Date: Name: Seth Carpenter
Title: Vice President
Approved as to Form and Legality:
Date: Nov 21,2022
Richard A.McCracken(Nov 28,202210:49 CST) LENDER:
Richard A. McCracken Western Alliance Bank
Sr.Assistant City Attorney
ATTEST:
Name: Daniel Reid
Title: Senior Vice President
Tannel-fe S. Goodall
Jan nette S.Goodall(Nov 29,202216:10 CST)
Contract Compliance Manger
Jannette Goodall
City Secretary By signing I acknowledge that I am the
person responsible for the monitoring and
M&C: N A administration of this contract, including
Date: ensuring all performance and reporting
requirements.
Na*f Tilly on behalf of
Matt Tilly on behalf of(Nov 21,202212:58 CST)
Janie S. Morales
Development Manager
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date: 07.01.2015
Page 8 of 14
Republic Property Group, 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 Seth Carpenter.
GUARANTOR
am�n
By: Set a,peMe,(Nov 21,202212:20 CS-0
Name: Seth Carpenter
Title: Vice President
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date: 07.01.2015
Page 9 of 14
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 ME
CFA Official Release Date: 07.01.2015
Page 10 of 14
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 14
EXHIBIT A
WHEREAS PULTE HOMES OF TEXAS, L.P., IS THE SOLE OWNER OF THAT TRACT OF
LAND SITUATED IN THE MILLY GILBERT SURVEY,ABSTRACT NUMBER 565, CITY OF
FORT WORTH, TARRANT COUNTY, TEXAS,BEING THE REMAINDER OF THAT TRACT
OF LAND DESCRIBED BY DEED TO SAID PULTE HOMES OF TEXAS, L.P.,RECORDED IN
INSTRUMENT NUMBER D210282641, COUNTY RECORDS, TARRANT COUNTY, TEXAS,
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID REMAINDER TRACT, THE
SOUTHEAST CORNER OF LOT 6X,BLOCK 2, LASATER RANCH PHASE 1,AN ADDITION
TO THE CITY OF FORT WORTH, TEXAS,BY PLAT RECORDED IN INSTRUMENT
NUMBER D216223436, SAID COUNTY RECORDS,AND BEING IN THE NORTH LINE OF
BASSWOOD BOULEVARD (A 120 FOOT RIGHT-OF-WAY),AS RECORDED IN
INSTRUMENT NUMBER D215202309, SAID COUNTY RECORDS;
THENCE N 00015'54"W, 1348.77 FEET, TO THE NORTHWEST CORNER OF SAID
REMAINDER TRACT, THE MOST WESTERLY SOUTHWEST CORNER OF LOT 1X,
BLOCK 40,PARR TRUST,AN ADDITION TO SAID CITY OF FORT WORTH,BY PLAT
RECORDED IN INSTRUMENT NUMBER D211138566, SAID COUNTY RECORDS,AND IN
THE EAST LINE OF LOT 29X,BLOCK 12, LASATER RANCH PHASE 3,AN ADDITION TO
SAID CITY OF FORT WORTH,BY PLAT RECORDED IN INSTRUMENT NUMBER
D219264051, SAID COUNTY RECORDS;
THENCE S 72047'12"E, 677.62 FEET, TO THE NORTHEAST CORNER OF SAID
REMAINDER TRACT;
THENCE S 26052'00"E,AT 53 8.10 FEET,PASSING THE MOST SOUTHERLY CORNER OF
SAID LOT 1,BLOCK 40 AND THE MOST WESTERLY CORNER OF LOT 17X,BLOCK 40,
PARR TRUST PHASE 613,AN ADDITION TO SAID CITY OF FORT WORTH,BY PLAT
RECORDED IN INSTRUMENT NUMBER D217020763, SAID COUNTY RECORDS, IN ALL, A
TOTAL DISTANCE OF 744.83 FEET,WITH THE EAST LINE OF SAID REMAINDER TRACT;
THENCE S 54016'00"E, 265.70 FEET, CONTINUING WITH SAID EAST LINE, TO THE MOST
EASTERLY CORNER OF SAID REMAINDER TRACT, THE SOUTHWEST CORNER OF SAID
LOT 17X,AND IN THE AFOREMENTIONED NORTH RIGHT-OF-WAY LINE OF
BASSWOOD BOULEVARD,AS RECORDED IN INSTRUMENT NUMBER D215249905, SAID
COUNTY RECORDS;
THENCE WITH SAID NORTH RIGHT-OF-WAY LINE, THE FOLLOWING COURSES AND
DISTANCES:
S 57039'40"W, 332.01 FEET, TO THE BEGINNING OF A CURVE TO THE RIGHT;
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE
CFA Official Release Date: 07.01.2015
Page 12 of 14
WITH SAID CURVE TO THE RIGHT,AN ARC DISTANCE OF 550.81 FEET,
THROUGH A CENTRAL ANGLE OF 32022'05",HAVING A RADIUS OF 975.00 FEET,
THE LONG CHORD WHICH BEARS S 73050'43"W, 543.51 FEET;
THENCE N 89058'15"W, 390.74 FEET, TO THE POINT OF BEGINNING AND CONTAINING
1,073,634 SQUARE FEET OR 24.647 ACRES OF LAND MORE OR LESS.
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE
CFA Official Release Date: 07.01.2015
Page 13 of 14
EXHIBIT B
APPROVED BUDGET
Section I
Water $432,078.55
Sewer $400,910.23
Subtotal $832,988.78
Section II
Interior Streets $828,326.85
Storm Drains $447,492.20
Subtotal $1,275,819.05
Section III
Street Lights $54,412.96
Sub-total $54,412.96
TOTAL $29163,220.79
City of Fort Worth,Texas
Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME
CFA Official Release Date: 07.01.2015
Page 14 of 14
ESCROW AGREEMENT
Escrow No. 3002-374537 AMESC
This ESCROW AGREEMENT (the "Agreement"), is made and entered into by and
between RSR-BASSWOOD OWNER,LLC("Developer"),the City of Fort Worth,a Texas home-
rule municipal corporation ("Fort Worth") and American Escrow Company, a Texas corporation
and wholly-owned subsidiary of Republic Title of Texas, Inc., a Texas corporation, ("Escrow
Agent") is to witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Basswood Landing, CFA Number 22-0108, City Project Number 103976, IPRC
Number 22-0038 (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 Off-site Sewer 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 Three-Hundred Eighty-Three Thousand
Four-Hundred Three Dollars and Ninety-Six Cents ($383,403.96), which sum represents
one hundred twenty-five percent(125%) of the estimated Developer's cost of constructing
the Off-site Sewer 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.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 1 of 11
As financial security for the full and punctual performance of the Off-site Sewer 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 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 Off-site Sewer 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 Off-site Sewer 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 Off-site Sewer 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.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 2 of 11
(b) Negative Covenants. So long as any of the Off-site Sewer CFA Obligations remain
unperformed, Developer covenants and agrees that Developer will not:
(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 Off-site Sewer 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 Off-site Sewer CFA
Obligations;
(ii) written notice of such Default has been given by Fort Worth to Developer and
Escrow Agent and such Default was not cured within seven (7) days after
delivery of such notice; and
(iii) Fort Worth is entitled to have the Security Funds transferred in accordance with
the Agreement.
(b) Notices. Any notice required or permitted to be given to any party hereto shall be given
in writing, shall be personally delivered or mailed by prepaid certified or registered
mail to such party at the address set forth below, and shall be effective when actually
received.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 3 of 11
To Developer:
RSR Basswood Owner
400 S Record Street, Suite 1200
Dallas, Texas 75202
Attention: Seth Carpenter
Phone: 214-292-3410
Email: Carpenter@republicpropertygroup.com
To: Escrow Agent:
American Escrow Company
Attention: Shauna Dawson
2626 Howell Street, 10th Floor
Dallas, Texas 75204
Phone: 214-754-7768
Email: sdawson(ibrepublictitle.com
With a copy to:
American Escrow Company
Attention: William A. Kramer
2626 Howell St., loth Floor
Dallas, Texas 75204
Phone: 214-855-8850
Email: BKramer@republictitle.com
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: Contract Management Office
200 Texas Street
Fort Worth, TX 76102
Phone: 817-392-8192
Email: Dwayne.Hollars@fortworthtexas.gov
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.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 4 of 11
SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES.
If the Developer fails to perform its obligations under the CFA, Fort Worth's sole and
exclusive remedy shall be to complete the obligations of Developer at Developer's expense. In
furtherance of such sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set
forth in Section 6 hereof.
SECTION 8. SUBSTITUTION OF COLLATERAL.
Notwithstanding any contrary provision in this Agreement, Developer shall have the right,
at any time and from time to time, to obtain releases of all or any part of the Security Funds
(hereinafter called the "Released Collateral")upon satisfaction of the following conditions:
(a)Developer shall provide Fort Worth and Escrow Agent written notice(the"Substitution
Notice") that the Developer desires to obtain Released Collateral in exchange for a
contemporaneous substitution of an alternate Financial Security acceptable to Fort
Worth(as specified and described in the Substitution Notice); and
(b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort
Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted
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) 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
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 5 of 11
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. Fort Worth 's inspectors have verified the amount of the Community
Facilities that have been constructed in accordance with the engineering
plans; and
ii. Fort Worth 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 Fort Worth has confirmed the amount of the Community Facilities that have
been constructed in accordance with the engineering plans and Fort Worth 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.
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; VENUE
This Agreement is to be construed and interpreted in accordance with the laws of the State
of Texas. Venue shall be in the state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas,Fort Worth Division.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 6 of 11
SECTION 14. COUNTERPARTS.
This Agreement may be executed in any number of multiple counterparts and by different
parties on separate counterparts,all of which when taken together shall constitute one and the same
agreement.
SECTION 15. INDEMNITY.
DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND
INDEMNIFY ESCROW AGENT (AND ITS DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS,
DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY KIND
WHATSOEVER THAT ARISE OUT OF OR 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 PROVISIONS CONCERNING ESCROW AGENT
(a) Wire Transfers and Wire Transfer Verifications: All monetary funds to be held in
escrow pursuant to this Escrow Agreement are to be sent to Escrow Agent by Federal
wire transfer. The parties acknowledge that they may be charged fees by their banks in
connection therewith.Automated Clearing House(ACH)transfers,wires or checks will
not be accepted as monetary funds to be held in escrow. Escrow fees may be paid by
check or Federal wire. If requested by a party, Escrow Agent will make disbursements
by check and send such checks by regular mail, or certified mail in accordance with the
notice provisions hereof. Federal wire transfers of monetary disbursements by Escrow
Agent must be verified by a phone call from a representative of Escrow Agent to the
named representative and phone number set forth in the notice provisions hereof prior
to a wire being transmitted. Such phone call will request the party being contacted to
confirm the amount to be wired,the name of the bank to receive the wire,the American
Bankers Association (ABA) routing number of the receiving bank, the name of the
account at such bank to which the wire transfer will be credited, and the bank
identification number of such account. Escrow Agent's fee specified herein
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 7 of 11
contemplates no more than twelve (12) such Federal wire transfers and confirmations
during each twelve (12) month period of this Escrow Agreement and any wire and
verification in excess thereof will be charged $150.00 each within such twelve (12)
month period,beginning on the effective date of this Escrow Agreement.
(b) Escrow Agent is not a party to, or bound by any agreement which may be deposited
under, evidenced by, or which arises out of the foregoing instructions.
(c) Escrow Agent acts hereunder as a depository only and is not responsible or liable in
any manner whatever for the sufficiency, correctness, genuineness, or validity of any
instrument deposited with it hereunder, or with respect to the form or execution of the
same, or the identity, authority, or rights of any person executing or depositing the
same.
(d) Escrow Agent shall not be required to take or be bound by notice of any default of any
person, or to take any action with respect to such default involving any expense or
liability,unless notice in writing is given to an officer of Escrow Agent of such default.
(e) Escrow Agent shall be protected by Developer in acting upon any notice, request,
waiver, consent,receipt,or other paper or document believed by Escrow Agent in good
faith to be genuine and to be signed by the proper party or parties.
(f) Escrow Agent may consult with legal counsel in the event of any dispute or questions
as to the construction of the foregoing instructions, or Escrow Agent's duties hereunder.
(g) Escrow Agent assumes no liability and the parties hereto consent and agree that Escrow
Agent shall have no liability for any defalcation, insolvency, receivership or
conservatorship of the depository institution (Texas Capital Bank), nor shall Escrow
Agent have any liability due to any of the parties other than Escrow Agent filing for
bankruptcy or the consequences or effect of such a bankruptcy on the funds and/or
documents deposited hereunder.
(h) For its ordinary services hereunder, Escrow Agent shall be entitled to a fee of
$1,250.00,payable by Developer concurrently with its acceptance hereof.
(i) Developer further agrees that Escrow Agent assumes no liability for and is expressly
released from any claim or claims whatsoever in connection with the receiving,
retaining and delivering of the above papers and funds except to account for payment
and/or delivery made thereon. Deposit by Escrow Agent of the instruments and funds
(less its charges and expenses incurred herein) comprising this escrow in Court, shall
relieve Escrow Agent of all further responsibility and liability, and Escrow Agent is
hereby expressly authorized after filing a petition with the court and depositing the
funds with the court to disregard in its sole discretion any and all notices or warnings
given by any of the parties hereto, or by any other person or corporation, but the said
Escrow Agent is hereby expressly authorized to regard and to comply with and obey
any and all orders, judgments or decrees entered or issued by any court with
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 8 of 11
jurisdiction. In case of any suit or proceeding regarding this escrow to which Escrow
Agent is or may be at any time a party, Developer agrees to indemnify and hold
harmless Escrow Agent from all loss, costs or damages incurred, including but not
limited to attorneys' fees, by reason of this Agreement or the subject matter hereof or
any cause of action which may be filed in connection therewith and to pay Escrow
Agent, upon demand all such costs, fees and expenses so incurred.
[REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 9 of 11
ACCORDINGLY, the City of Fort Worth, Developer and Escrow Agent have each caused this
instrument to be executed in each entity's respective name by its duly authorized signatories
effective as of the date executed by the Assistant City Manager.
CITY OF FORT WORTH DEVELOPER
RSR-BASSWOOD OWNER,LLC
By: RSR-BASSWOOD DEVCO,LLC
'nmq� A��' a Delaware limited liability company,
Dana Burghdoff(N 28,202 1 :59 CST) its sole member
Dana Burghdoff
Assistant City Manager By: Record Street-Basswood,LLC,
a Texas limited liability company,
Date:
Nov 28,2022 it's Managing Member
Approved at to Form &Legality: Set arpov21 2m21z20CST)
Name: Seth Carpenter
Title: Vice President
Richard A.McCracken(Nov 28,202210:49 CST) Date: Nov21,2022
Richard A. McCracken
Sr. Assistant City Attorney
ESCROW AGENT
M&C No. NSA American Escrow Company
Date:
X. �2C1.lJ�Piz,
W illia m A.Kramer(Nov 28,202210:29 CST)
ATTEST: Name: William A. Kramer
Title: Executive Chairman
Yannei-to S. Goodall Date: Nov 28,2022
Jannette S.Goodall(Nov 29,202216:10 CST)
Jannette Goodall
City Secretary Contract Compliance Manager
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Nal-l-Tillyon behalf of
Matt Tilly on beha If of(Nov 21,2022 12:58 CST)
Janie Scarlett Morales
Development Manager
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 10 of 11
ATTACHMENT "1"
Changes to Standard Agreement
Negotiated changes are contained in the body of the Agreement.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date: 05.26.2022 jle Revised 11.18.2022 DH
Page 11 of 11