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Contract 59206
Received Date: Apr 10, 2023 Received Time: 2:42 p.m. Developer and Project Information Cover Sheet: Developer Company Name: Harmony Public Schools Address, State, Zip Code: 9321 W. Sam Houston Pkwy S, Houston, Texas 77099 Phone & Email: 713-343-3333 Ext 26011 nbayhan@harmonytx.org Authorized Signatory, Title: Dr. Nihat Bayhan Ed., Deputy Superintendent Project Name: Harmony Elementary School Brief Description: Paving, Street Lights, Signs & Signal Project Location: SW of S Hulen St & Columbus Tr Intersection Plat Case Number: Plat Name: Mapsco: 49T Council District: 2 CFA Number: 22-0168 City Project Number: 104157 1 IPRC22-0113 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 16 106258.0000030 DMS 300873920A City Contract Number: 59206 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 Harmony Public Schools ("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 Harmony Elementary School ("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. OFFICIAL RECORD City of Fort Worth, Texas CITY SECRETARY Page 2 of 16 Standard Community Facilities Agreement FT. WORTH, TX Rev. 9/21 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 A-1: Sewer ® Exhibit B: Paving ❑ Exhibit 13-1: Storm Drain ® Exhibit C-1: Street Lights & Signs ® Exhibit C-2: Signal Improvements The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, 13-1, C-1, C-2 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 City of Fort Worth, Texas Page 3 of 16 Standard Community Facilities Agreement Rev. 9/21 CFA Ordinance. The City agrees that it will release of the Financial Guarantee after the issuance of a Certificate of Completion for the Improvements by the City following presentation of evidence that Developer has paid all contractors, subcontractors, and material supplies for the Improvements and the project has been reconciled and all fees have been paid to the City as specified by the CFA Ordinance. 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) 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 City of Fort Worth, Texas Page 4 of 16 Standard Community Facilities Agreement Rev. 9/21 (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. City of Fort Worth, Texas Page 5 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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 IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts 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 City of Fort Worth, Texas Page 6 of 16 Standard Community Facilities Agreement Rev. 9/21 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 obtain proof 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: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With copies to: 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 DEVELOPER: Harmony Public Schools 9321 Sam Houston Pkwy S Houston, Texas 77099 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. City of Fort Worth, Texas Page 7 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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. City of Fort Worth, Texas Page 8 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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. City of Fort Worth, Texas Page 9 of 16 Standard Community Facilities Agreement Rev. 9/21 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. 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.. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment City of Fort Worth, Texas Page 10 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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. City of Fort Worth, Texas Page 11 of 16 Standard Community Facilities Agreement Rev. 9/21 [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 16 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Harmony Elementary School CFA No.: 22-0168 City Project No.: 104157 IPRC No.: 22-0113 Ite ms A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Construction Cost (excluding the fees) Estimated Construction Fees: C. Construction Inspection Service Fee D. Administrative Material Testing Service Fee E. Water Testing Lab Fee Total Estimated Construction Fees: Finanria/ ruarantao nntinna rhnnca nna Developer's Cost $ 193,139.35 $ 316,194.00 $ 78,840.00 $ 588,173.35 $ 588,173.35 $ 29,750.00 $ 1,078.00 $ 30,828.00 Choice dmminf [Mark nnal Bond = 100% $ 588,173.35 Completion Agreement = 100% / Holds Plat $ 588,173.35 Cash Escrow Water/Sanitary Sewer= 125% $ - Cash Escrow Paving/Storm Drain = 125% $ 735,216.69 Letter of Credit = 125% $ - Escrow Pledge Agreement = 125% $ 735,216.69 X City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 13 of 16 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 Dana Burghdoff (A 10, 202W.02 CDT) Dana Burghdoff Assistant City Manager Date: Apr 10, 2023 Recommended by: "M Dwayne Hollars (Apr 7, 2023 08:30 CDT) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard A. McCracken (Apr 7, 2023 09:09 CDT) Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Date: Apr 7, 2023 Form 1295: N/A ,00von��� p fORt�.1 ATTEST: V0 �o d�dn nEoa54b Jannette S. Goodall City Secretary DEVELOPER Harmony Public Schools ,)t a Dr. Nihat Bayhan Ed. Deputy Superintendent Date: Apr 6, 2023 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. Rebecca Diane Owen (Apr 7, 2023 08:35 CDT) Rebecca Diane Owen 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 ❑X Location Map ❑ Exhibit A: Water Improvements ❑ Exhibit A-1: Sewer Improvements ® Exhibit B: Paving Improvements ❑ Exhibit 13-1: Storm Drain Improvements ® Exhibit C-1: Street Lights and Signs Improvements ® Exhibit C-2: Signal 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 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104157 None City of Fort Worth, Texas Page 16 of 16 Standard Community Facilities Agreement Rev. 9/21 VICINITY MAP MAPSCO NO.49T (p. 1049) CITY PROJECT NO. 104157 0 400' 800, GRAPHIC SCALE - 1"=400' N ■■■ HARMONY ELEMENTARY SCHOOL OWNED/DEVELOPED S ■■■ HALFF' HARMONY PUBLIC SCHOOLS FORT WORTH, TEXAS CONTACT: NIHAT BAYHAN ■■■ 9321 W SAM HOUSTON PARKWAY 4000 FOSSIL CREEK BLVD CPN: 104157 HOUSTON, TX 77099 FORT WORTH, TEXAS 76137-2720 TEL(817)847-1422 DATE: 08/02/2022 EL: 713-343-3333 EXT: 2601 TBPE FIRM#F-312 AVID: 42686 EMAIL: NBAYHAN@HARMONYTX.ORG EXHIBIT B - PAVING IMPROVEMENTS �POIle wv AR , Es a 3 REMOVAL �HMAC OT 3 LOT 4 LOT 5 / & REPLACEMENT BLOCK 18 BLOCK 18 BLOCK ,B LOT 6 BLOCK 18 ADOBE DRIVE (50' ROW) LOT 7 BLOCK 18 Moro mO T im LOT 8 roro BLOCK 18 Doti �o 0 LOT 9 Hof YQ� m BLOCK 18 W momrow Z ,mroo w U �!m�aza o� H �ro�'�nmm a LOT 10 Q OQ�c¢io Qr� o O� BLOCK 18 JU 00 pYm mm LOT Nf BLOCK118 _Tro 0 00 LOT 12 BLOCK 18 LOT 13 FP BLOCK 18 LOT 14 F BLOCK 18 LOT 15 FP BLOCK 18 LOT 16 BLOCK 18 OT 17 F LEGEND: PROPOSED SIDEWALK - PROPOSED DRIVEWAY HMAC REMOVAL AND REPLACEMENT 0 100, 200' GRAPHIC SCALE - V=100' N ■■■ HARMONY ELEMENTARY SCHOOL OWNED/DEVELOPED BY: ■■■ HALF FORT WORTH, TEXAS HARMONY PUBLIC SCHOOLS CONTACT: NIHAT BAYHAN ■■■ 9321 W SAM HOUSTON PARKWAY 4000 FOSSIL CREEK BLVD O FORT WORTH, S 76137-2720 TEXAS DATE: 08/02/2022 CPN: 104157 HOUSTON, TX 77099 TEL: 713-343-3333 EXT: 2601 TEL (81RTH, AVO: 42686 TBPE FIRM#F-312 EMAIL: NBAYHAN@HARMONYTX.ORG EXHIBIT B - PAVING IMPROVEMENTS "a � LL w _HMAC REMOVAL - ` 4" - X12 P-1 RAMPS & REPLACEMENT Ma P-1 RAMPS (CALLED VARIABLE WIDTH ROW) P-1 RAMPS 10x10' C RNER C27P EASEMENT OTYMOT ONE VOU 439, - 31 O.R. T.C.T. HJ M 0 P-1 RAMP \\ LP2 U SIDEWALK C:;::D - 6' SIDEWALK YO �— �- - CONTINUES IN CFA X-27136, CPN 103786 w rzE oQ I —n Ta— Z r Q W J z Lu I m x 'I x p a pl PaP z A", I ��o ) �Q005 p SPECIAL WARRANTY DEED I MAR AUX COLUMBUS' PARTNERS, LT . CALLED 9.211 ACRES W m m O.T. I Z rD I °z I LEGEND: PROPOSED SIDEWALK - PROPOSED CONCRETE 0 1ao zoo' HMAC REMOVAL AND REPLACEMENT GRAPHIC SCALE - V=100' N ■■■ HARMONY ELEMENTARY SCHOOL OWNED/DEVELOPED BY: ■■■ HALF HARMONY PUBLIC SCHOOLS FORT WORTH, TEXAS CONTACT: NIHAT 8AYHAN ■■■ 9321 W SAM HOUSTON PARKWAY 4000 FOSSIL CREEK BLVD CPN: 104157 HOUSTON, TX 77099 FORT WORTH, TEXAS 76137-2720 TEL(817)847-1422 DATE: 08/02/2022 EL: 713-343-3333 EXT: 2601 TBPE FIRM#F-312 AVO: 42686 EMAIL: NBAYHAN@HARMONYTX.ORG EXHIBIT Cl - STREET SIGN & STREETLIGHTS IMPROVEMENTS PED COLUMBUS TRAIL (CALLED VARIABLE WIDTH ROW) I ' • !01 I NSA INSTALL 1VOLT SINGLE PHASE PEDESTAL • • TO PROVIDE POWER TO THIS POINT L w z 1 J 1 Lu LL PROPOSED HARMONY ELEMENTARY SCHOOL SITE LEGEND PROPOSED PEDESTRIAN LIGHT PROPOSED GROUND BOX - - PROPOSED CONDUIT 240- 480V METERED PEDETSAL h PROPOSED POLE MOUNTED SIGN 0 100' 200' GRAPHIC SCALE - V=100' Q l INSTALL SIGN R3-8B INSTALL SIGN R4-11 INSTALL PEDESTRIAN LIGHT AND IL PER STANDARD DETAILS (TYP) INSTALL GROUND BOX PER STANDARD DETAILS (TYP) 10' CORNER CLIP EASEMENT �1t Cltt TRACT C T RONWORTI VOL 14439, PO. 31 O.R.T.C.T. ui Lvs w W 3 -- tt V) w Z � J W O' = o LP2 i EXHIBIT C2 - SIGNAL IMPROVEMENTS TPED 15 � COLUMBUS TRAIL (CALLED VARIABLE WIDTH ROW) PROPOSED HARMONY ELEMENTARY SCHOOL SITE 0 80' 160' GRAPHIC SCALE - 1 "=80' PROPOSED SIGNAL HEADS ADDED TO EXISTING MAST ARMS EXISTING SIGNAL POLE TO BE RELOCATED PROPOSED PEDESTRIAN -SIGNAL POLE AND HEA _PR-OPOSED1 PPEEDESTRIRI IAN SIGNAL POLE AND HEAD L CORNER CLIP EASEMENT I ATY OF FORT WORTH TRACT ONE VOL. 14439. PG. 31 O.R.T.C.l u ri u u i zAYO LPZ w Of 0 LJ 3 H U) w 0 Ld J o N 1 � a 0 T LP2 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 1 of4 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. I Unit of Measure Bid Quantity Unit Price Bid Value UNIT IV: PAVING IMPROVEMENTS 1 3201.0202 Asphalt Pvmt Repair Beyond Defined Width, Arterial 3213.0102 7" Conc Pvmt 3301 17 SY 1739 $46.65 $81,124.35 2 32 13 13 SY 110 $118.50 $13,035.00 3 3213.0302 4" Conc Sidewalk 32 13 20 SF 3988 $7.75 $30,907.00 4 3213.0506 Barrier Free Ramp, Type P-1 32 13 20 EA 8 $750.00 $6,000.00 5 3216.0101 6" Conc Curb and Gutter 32 16 13 LF 724 $35.75 $25,883.00 6 3217.1002 Lane Legend Arrow 32 17 23 EA 9 $100.00 $900.00 7 3217.2104 REFL Raised Marker TY I I-C-R 32 17 23 EA 33 $8.00 $264.00 8 3471.0001 Traffic Control 3471 13 MO 5 $3,600.00 $18,000.00 9 3471.0020 Single Lane or Shoulder Closure, Weekday, per Mile 3471 13 EA 0.34 $18,000.00 $6,120.00 10 3217.0101 6" SLID Pvmt Marking HAS (W) 32 17 23 LF 880 $3.75 $3,300.00 11 3217.1006 Lane Legend Bike 32 17 23 EA 2 $350.00 $700.00 12 3217.0103 6" BRK Pvmt Marking HAS (W) 3217.0504 Preformed Thermoplastic Contrast Markings - 24" Stop Bars 3217.0502 Preformed Thermoplastic Contrast Markings 24" Crosswalk 32 17 23 LF 97 $3.00 $291.00 13 32 17 23 LF 69 $12.50 $862.50 14 32 17 23 LF 134 $12.50 $1,675.00 15 3217.0201 8" SLID Pvmt Marking HAS (W) 32 17 23 LF 240 $3.50 $840.00 16 3217.0102 6" SLID Pvmt Marking HAS (Y) 32 17 23 LF 1295 $2.50 $3,237.50 17 18 19 20 21 22 23 24 25 26 27 28 TOTAL UNIT IV: PAVING IMPROVEMENTS1 $193,139.35 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 CFA#2 SPREADSHEET SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 2 of 4 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. I Unit of Measure Bid Quantity Unit Price Bid Value UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS 1 2605.3015 2" CONDT PVC SCH 80 (T) 26 05 33 LF 18 $30.00 $540.00 2 2605.3025 3" CONDT PVC SCH 80 (T) 26 05 33 LF 75 $34.00 $2,550.00 3 2605.3026 3" CONDT PVC SCH 80 (B) 26 05 33 LF 236 $67.00 $15,812.00 4 3441.1001 Furnish/Install 3-Sect Signal Head 3441 10 EA 2 $2,165.00 $4,330.00 5 3441.1004 Relocate Signal Head 3441 10 EA 3 $1,173.00 $3,519.00 6 3441.1009 Install Signal Head Assembly 3441 10 EA 4 $830.00 $3,320.00 7 3441.1031 Furnish/Install Audible Pedestrian 3441 10 EA 2 $2,341.00 $4,682.00 8 3441.1311 5/C 14 AWG Multi -Conductor Cable 3441 10 LF 80 $5.00 $400.00 9 3441.1312 7/C 14 AWG Multi -Conductor Cable 3441 10 LF 428 $6.00 $2,568.00 10 3441.1322 3/C 14 AWG Multi -Conductor Cable 3441 10 LF 55 $4.00 $220.00 11 3441.1501 Furnish/Install Ground Box Type B 3441 10 EA 3 $2,105.00 $6,315.00 12 3441.1507 Remove Ground Box 3441 13 EA 3 $500.00 $1,500.00 13 3441.1603 Furnish/Install 10'- 20' Ped Pole Assmbly 3441 10 EA 2 $3,000.00 $6,000.00 14 3441.1618 Install Signal Pole (Type 42, 44, 46) 3441 10 EA 1 $2,600.00 $2,600.00 15 3441.1627 Install Mast Arm 40' - 48' 3441 10 EA 1 $2,600.00 $2,600.00 16 3441.1702 TY 2 Signal Foundation 3441 10 EA 2 $2,600.00 $5,200.00 17 3441.1704 TY 4 Signal Foundation 3441 10 EA 1 $8,130.00 $8,130.00 18 3441.1715 Signal Cabinet Foundation - 352i & BBU 3441 10 EA 1 $4,417.00 $4,417.00 19 3441.1724 Install Signal Cabinet, Ground MNT 3441 10 EA 1 $3,687.00 $3,687.00 20 3441.4005 Install Alum Sign Mast Arm Mount 3441 30 EA 2 $225.00 $450.00 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 TOTAL UNIT VI: TRAFFIC SIGNAL IMPROVEMENTal $78,840.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 CFA#2 SPREADSHEET SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 3 of 4 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. I Unit of Measure Bid Quantity Unit Price Bid Value UNIT VII: STREET LIGHTING IMPROVEMENTS 1 2605.3015 2" CONDT PVC SCH 80 (T) 26 05 33 LF 1219 $26.00 $31,694.00 2 3441.1501 Furnish/Install Ground Box Type B 3441 10 EA 6 $1,910.00 $11,460.00 3 3441.1771 Furnish/Install 120-240 Volt Single Phase 3441 20 EA 1 $9,190.00 $9,190.00 4 3441.3037 Furnish/Install 10'- 14' Washington Standard Light Pole & Fixture LED 3441 20 EA 25 $8,185.00 $204,625.00 5 3441.3303 Rdwy Illum Foundation TY 7 3441 20 EA 25 $2,315.00 $57,875.00 6 3441.4003 Furnish/Install Alum Sign Ground Mount 3441 30 EA 3 $450.00 $1,350.00 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 TOTAL UNIT VII: STREET LIGHTING IMPROVEMENTS1 $316,194.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 CFA#2 SPREADSHEET SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 4 of 4 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid Description Unit Price Bid Value No. Section No. Measure[Quantity Bid Summary UNIT IV: PAVING IMPROVEMENTS $193,139.35 UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS $78,840.00 UNIT VII: STREET LIGHTING IMPROVEMENTS $316,194.00 Total Construction Bid $588.173.35 This Bid is submitted by the entity named below: BIDDER: Ratcliff Constructors 4200 Beltway Drive Addison, Texas 75001 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. BY: Francisco Lozoya drIcanclsco tozo#a TITLE: Assistant Project Manager DATE: 10/17/2022 END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 95 working days after the date when the CFA#2 SPREADSHEET ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement"), is made and entered into by and between Harmony Public Schools ("Developer"), the City of Fort Worth, a Texas home -rule municipal corporation ("Fort Worth") and Regions Bank, an Alabama state banking corporation ("Escrow Agent") is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agreement for Harmony Elementary School, CFA Number 22-0168, City Project Number 104157, IPRC Number 22-0113 (the "CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the "Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with all requirements, terms, and conditions of the CFA (the "CFA Obligations"); and WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent, in complete satisfaction of the obligation to submit the Financial Security to secure the performance of the CFA Obligations. NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. For the purposes of this Agreement, unless the context otherwise clearly requires, the following terms shall have the following meanings: "Security Funds" shall mean the cash deposit of seven hundred thirty-five thousand, two hundred sixteen dollars and sixty-nine cents ($735,216.69), which sum represents one hundred twenty-five percent (125%) of the estimated Developer's cost of constructing the CFA Obligations (the "Estimated Developer's Cost"). "Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance designed to secure the repayment of indebtedness or the satisfaction of any other obligation to a third party not a party of this Agreement. SECTION 2. SECURITY FUNDS. As financial security for the full and punctual performance of the CFA Obligations, Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth a security interest in the Security Funds and all rights and privileges pertaining thereto with the City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 1 of 8 Revised 11.16.2022 DH DMS 300873871v2 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 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 in writing) promptly after receipt of written notice from Fort Worth that the CFA Obligations have been fully performed. During such time as Escrow Agent has possession of the Security Funds, Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth in writing) written acknowledgments signed by an officer of Escrow Agent setting forth the amount of the Security Funds being held by Escrow Agent. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's notwithstanding any terms or understandings (written or otherwise) between Developer and Escrow Agent. SECTION 4. COVENANTS. (a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will: (i) from time to time execute and deliver to Fort Worth all such assignments, certificates, supplemental writings, and other items and do all other acts or things as Fort Worth may reasonably request in order to evidence and perfect the security interest of Fort Worth in the Security Funds; (ii) furnish Fort Worth with information which Fort Worth may reasonably request concerning the Security Funds; (iii) notify Fort Worth of any claim, action, or proceeding affecting title to the Security Funds or Fort Worth's security interest(s) therein; and (iv) adjust the Security Funds to an amount equal to the actual contract price, including revisions thereto, if the original Security Funds were based on an engineer's estimate of costs. (b) Negative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will not: City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 2 of 8 Revised 11.16.2022 DH (i) assign or transfer any rights of Developer in the Security Funds; or (ii) create any Lien in the Security Funds, or any part thereof, or permit the same to be or become subject to any Lien except the security interest herein created in favor of Fort Worth. SECTION 5. EVENTS OF DEFAULT. Developer shall be in default under this Agreement only upon the happening of any of the following events (a "Default"): (a) default in the timely payment for or performance of the CFA Obligations after written notice thereof has been given to Developer and Escrow Agent and such default is not cured within seven (7) days after such notice; (b) any affirmative or negative covenant is breached by Developer. SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER DEFAULT. (a) Remedy. Upon the occurrence of a Default, Fort Worth shall have the right to direct Escrow Agent, by written notice, to transfer to Fort Worth all of the Security Funds. Escrow Agent is hereby authorized to transfer the Security Funds promptly upon the receipt of a written statement purporting to be executed by an authorized representative of Fort Worth, upon which Escrow Agent shall conclusively rely without duty of investigation, stating that: (i) a Default by Developer has occurred related to the CFA Obligations; (ii) written notice of such Default has been given by Fort Worth to Developer and Escrow Agent and such Default was not cured within seven (7) days after delivery of such notice; and (iii) Fort Worth is entitled to have the Security Funds transferred in accordance with the Agreement. (b) Notices. Any notice required or permitted to be given to any party hereto shall be given in writing, shall be personally delivered or mailed by prepaid certified or registered mail to such party at the address set forth below, and shall be effective when actually received. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 3 of 8 Revised 11.16.2022 DH To Developer: Harmony Public Schools Attention: Dr. Nihat Bayhan 9321 W. Sam Houston Pkwy. S. Houston, TX 77099 nbayhan(&,,harmonytx.org To: Escrow Agent: Regions Bank Attention: Doug Milner 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Doug.Milner&Regions. 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 No notice hereunder shall be effective if sent or delivered by electronic means. A party's address may be changed by written notice to all other parties hereto; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Notices given by counsel to a party shall be deemed given by such party. 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. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 4 of 8 Revised 11.16.2022 DH 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, upon receipt of written certification from Developer and Fort Worth that the events in Section 8(a), (b), and (c) have occurred to such certifying party's satisfaction, 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 by written notice to Escrow Agent. 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 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. Fort Worth's inspectors have verified the amount of the Community Facilities that have been constructed in accordance with the engineering plans; and City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 5 of 8 Revised 11.16.2022 DH 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, upon Escrow Agent's receipt of written direction from Fort Worth specifying the amount of the Reduction in Security Funds. SECTION 10. NON -ASSIGNABILITY OF FORT WORTH'S RIGHTS. The rights, powers, and interests held by Fort Worth hereunder in and to the Security Funds may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds. SECTION 11. NO WAIVER. No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other subsequent Default. No delay or omission by Fort Worth in exercising any right or power hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof. SECTION 12. BINDING EFFECT. This Agreement shall be binding on the parties, their successors and assigns. No provision of this Agreement may be amended, waived, or modified except pursuant to a written instrument executed by Fort Worth, Escrow Agent and Developer. SECTION 13. CHOICE OF LAW, 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. 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. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 6 of 8 Revised 11.16.2022 DH SECTION 15. OBLIGATIONS OF ESCROW AGENT, INDEMNITY. Escrow Agent shall not be controlled, limited or bound by any provisions contained in any other agreement, contract, or document between, or among the parties hereto or between them individually or collectively and any other person, unless Escrow Agent is a party to such agreement. Escrow Agent's duties and responsibilities shall be limited to those expressly set forth herein, to hold and deliver the Security Funds under the conditions as herein set forth. Escrow Agent shall not be liable for any act taken or omitted reasonably and in good faith, provided disbursements are made as provided herein, and may reasonably rely on a written notice, demand, certificate, document or court order which it reasonably and in good faith believes to be genuine and to be executed and presented by the proper person. Escrow Agent may resign its duties under this Agreement by providing 60 days' advance written notice of said resignation to the other parties to the Agreement. Escrow Agent shall not be liable to Developer or Fort Worth in connection with the performance of any duty imposed on the Escrow Agent hereunder, or any action taken by the Escrow Agent, which performance or action are made or taken in good faith and in conformity with the provisions of this Agreement, provided that disbursements are made as provided herein, except for Escrow Agent's gross negligence or willful misconduct. 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, including but not limited to, all bank fees and charges associated with establishing the bank account for the Security Funds, to Escrow Agent associated with this Agreement. [REMAINDER OF THIS PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 7 of 8 Revised 11.16.2022 DH 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 City Manager or his/her designee. CITY OF FORT WORTH Ta Is2 3u9L111 Dana Burghdoff (A 10, 202VV.02 CDT) Dana Burghdoff Assistant City Manager Date: Apr 10, 2023 Approved at to Form & Legality: 4K2,,_.__ Richard A. McCracken (Apr 7, 2023 09:09 CDT) Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Date: Apr 7, 2023 ATTEST: Jannette Goodall City Secretary City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 05.26.2022 jle Page 8 of 8 DEVELOPER Harmony Public Schools n)�&9 Dr. Nihat Bayhan Ed. Deputy Superintendent Date: Apr 6, 2023 ESCROW AGENT REGIONS BANK, an Alabama state banking corporation R. Douglgs Milner R. Douglas M er (Apr 7, 2023 07:24 CDT) Doug Milner Escrow Agent Date: Apr 7, 2023 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. M,I^ Rebecca Diane Owen (Apr 7, 2023 08:35 CDT) Rebecca Diane Owen Development Manager Revised 11.16.2022 DH