HomeMy WebLinkAboutContract 27227� �
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C�MIIdYU�i�YY �ACILIiI�S ��R���IENi
THE STATE OF TEXAS §
COUNTY OF TARRANT §
Cify Secretary
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Cor�tracf No. ,_ + _ _ __ �
WHEREAS, Polo Glub Office Park, hereinafter called "Developer", desires to
make certain improvements to Tiffany Gardens Addition, Lot 1, Block 1, an addition to
the City of Fort Wortn, Texas; and
WHEREAS, the said Developer has requested the City of Fort Worth, a municipa!
corporation af Tarra�t and D�r�ton Counties, Texas, hereinafter called "City", to do
cer�ain work in connection with said improvements;
NOW, THEREFORE, KNOW A�L BY THESE PRESENTS:
That said Dev�loper, acting herein by and through Jahnny Stevens, i#s duly
authorized President and the Ci#y, acting herein by and through Mike Groomer, its duiy
autho�ized Assistant City Martager, for and in consideration of the covenants and
conditions cantained herein, do f�ereby agree as fallows:
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SECTION ONE
COMMUN�TY FACiLlTIES AGREEMENT
to install °
WATER AND SEWER SERVECES
for
iIFF'AI�Y GARD�NS �HASE I
A. The C�ty ag�ees to p�rmit t�e Develo�er to !e� a contract for, in accordance
with �ts accepted �ractices, ordinances, reg�lafions, and the provisians of
the City Cha,r�er, and sublect to the reqUirements of ihe City's Ct�ar#er, and
subject �to the requirements a� the City's Policies and Regula.tions far
Installatian of Community Facilities, alI as cur�en# at the fime of �nstallation:
V1rAi�Ft �ACILITIES serve th� !o#s �s shown on the attaehed Ex�ibit �► ,
and SAA]1TA�Y S�V1J�� ��4Cl�l�°1�S to serve t�e lots as shawn on the
attac��d Exf�ibit Ao�€ a11 in accordance with pfans and specificatiot�s to
be prepared by private engineers empioyed by the Devela�er and
a�proved by the Water Department.
B. The City agrees to allow the De�e[oper ta install, at his �xpense, at the
fime afl other waier mains in this addifiio� are install�d, a servic� line for
each lot as shown o� #�e atiacher3 Exhibit A. TF�� estimated casfi of
these service lines� is $'� i�04. Tne City agrees to record the location of
eac� said service li�e in respect to ��e carner of the lot served, and to
fetain said reaords in its possession.
C. T�e ca�siructian cosi of the water facilities herein concerned, excl�sive of
service Iines and er�gineering is estim�ted io b� NinefiJ-One Thousand,
Nine �l�nd�ed Se�enty Dol[ars [�9'1,9iQ) .
D. Tl�e Cifij agrees to allow the Deve�aper �o install, at his �xp�ns�, at the
#ime a[� other sanitary sewer mains in this ad�ition a�e instalEed, a service
]ine for each lot as shown on the a�tac�ed Exhibit A-1 . The estimated
cost af these service lines is $ 3,�2�. The City a�rees �o record ��e
�ocatio� o'F each said service line in respect #a the corr�er of the Iot ser�ed,
at�d to retair� sa�d records in its possession.
E. T�e construction cost of the sanifary sewer facilities to be Ensialled
hefetan�er, exclusive of servic� �ines a�d engineering, is estimated to he
Fi�vdSeven `�i�oi�sa�d, ih�°ee i�ur�dred Fif�'y Doliars ($�i,3a��.
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PROJECT NA��: Ti�FAAIY GA�DE�1S PHASE l
F. Prior �o a1{owartce of the constr�ctiar� contract by Dev�loper, the DeveloPer
agrees to provide �cceptabie finar�cia! guarar�tee to the city for 100 percent "
of the constructior� of the constr�ction costs along wit� payment o� any
Or�ir�anc� casts and �ees iha� are applicable. Prior to the award afi the
constructian contraet by t�e Ci�y ar the comm�ncing of any work by t}�e
C�#y or its contractors, the De�eloper agrees to pay to the City:
(�) {a) One Htandred percent (100°Io) of the Develaper's cost of all water
and sanitary sewer facilities within the devefa�ment, exclusive of
engir��erir�g and service costs, sized �a �rovicfe water and sanitary sewer
se�vice within t�e de�elo�ment.
(b) One hundred perce�t (� 00%) o� #he Develope�'s cost of all
ap�roach water and sanitary sewer facikities outside the limits af fhe
development sizec� to prov9de water and sanitary sewer service to the
develapment. ,
(c) 4ne hundr�d percert� (100%� of the Dev�lope�'s cos� of any
ap�roach water mai� facilify o� water facility within tF�� developmen� that is
$-inches in si�e for non-industrial �evelapment ar�d '�2-inches in size for:
ind�strial development.
(d)One hundred p�rcer�t (1QQ%j of the Develo�e�s cast of any
approach sa�itary sewer main faciEity or sanitary sewer facifity with�n the
develapment fha� is 8-inches ir� size. ,
�2} An additio�al ten �ercent (� a%) of �he fota! of the Develo�ers cost
of these water and sanitary sewer faciiities, exc�usive of cost of s�rvice
lines, is re�uired for design engineering if such engineerir�g� is performed
by the Ciiy at the DEvelope�'s req�est.
(3} One F�u�d�ed �e�cent (100%} of the De�eloper's cost of aIl service
Ei�es, �stimated under 1-B and �-D a�ove, in aceardanc.� with the
praUisions of the current Fort Wo�tY� Cifij Code.
(4) A co�struction lnspection Fee equal to two (2%) of the Deve�aper's
ac�ua! cost share of the construction cost (inc�uding a31 services) of the
wa�e� artdlar sanitary sewer facifities.
G. The distribution of estimated cor�s#ruction cost b�tw�en the City and t[�e
Developer, as per paragraph �-F abo�e, for ail water and s�nitary sewer
faciiities to be constrvcted Y��reunder is esiimated as foilaws:
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PR�JECT NAME: �'IFF�INY CAR�ENS PHASE_l
('I) V�TATER �A��L�ITI�S :
' Estirnated �*
Developer Estimated Total
Gost City Cost Cost
�a} Mairts, Wit�in
De�elapment $ �8,715 � 33,25�- $ 91,97�
Approach $ -0- $ �0- $ -0-
{b) Easements* $ -Q- � $ ��- � -��
(c) Ser�ic�s
2- single 2") w 1,2Q0
{d)Parlc Participation $ -4-
Sub-Tofais, Water $ 59,915
(2} SANI�ARY S�WER �AC[L1i1�S:,
(a) �e�elo�ment $ 54,45D
A�proach $ -0-
(b) Easements �` $ -D-
(c) SerUices ( 1 -4" & $ 3,825
'� �-6" w/2-4" Wyes)
(d)Park Par�icipation � -�-
Sub-To�als, Sewer $ 58,275
(33 �'8i"�L
co�s��uc�to� co�Y: �� � s, � so
(4} �ONSiRUCT10N
I��P�Ci1�i� ��� : $ 2,383
*to be dedicated by #he deveEoper.
"* see, Page I-4 for Cifij Cost
$ _p- $ 1,200
$ -0- � $ -0-
� 33,255 $ 93,'i 70
� 2,90a $ 57,350
� �Q- $ -�-
� -o- $ -a-
� -0- $ 3,825
$ -0- � -0-
$ 2,900 � 6'i,175
$ 36,1�5 � 154,3�45
$ 723 $ 3,0$S
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** CITY PARTICIPATIDN BREAK-DOWN FOR:
PRO��CT N,�Iv9�: `Tl��'A�IY GARD�NS PHASE [
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OVERSIZED WATER MAIN
{De�eioper pays up ta 8" wafer line; C9ty pays the difference between 1fi"!$" �for
38� L.F. of water iine, gate �alve and fittings, and Ci�ty pays '10Q% of 440
L.F. 16" water line)
16" Water Line ($4a unit cost}
440 L.F. x $4D = $ �'�,600
16"18" Water L.ine ($40-$1T) unEt cost � �
385 L.�. x $23 = � �,5��
� 6"18" Fitiings ($2,5001 tor�)
'i.2 Ton x $2,�00 = $ 3,�40
Pa�ement Repair ($351 L.F.)
8� L.F. x �35 = $ 2,800
Conneciion to Existing Wa�er l.�ne (�5n01 Each.)
Z EA• X$500 -- $ 9 RQOO ..
Subto#al $ 33,2��
OVFRSIZED SFWFR MAIN
(Developer pays t�p to 8" sewer line; City pays �he difference be#ween 12"18",
sewer line. �
12"/S" Sewer Line (�27-$25} unit casts
-�-tF. x �3:�5 - $ 2,90Q
114� �.��• � Z.�
s��total � 2,900
i8�`�L CI`fY �AR�°ICII�A`Ti�3P1 �OR lJYAi"�R L���,4R��gNi
= � 33,2v�-� � 2,900= $36,'1 �5
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PROJEC�' NAME: TIFFANY GARDENS PHASE l
H. The above charges do nof include any front foot charges �'or cannection ta
existing or propased water andlor sanitary sewer ma9ns co�structed or ta
be consiruc�ed ur�der the prov3sions of #he "APPROACH MAIN OPTIC?N"
as described in Section I11 of the Po#icyr fdr the "1NSTAL,LATION OF
CaI1l�MUNfTY FAClLITiES" adopted in Se�iemb�r, 7992. These
add�tronai �ha�ges are as fa�9ows: �
1. Ap�licable to this Cantract in #he amo�ni of $ NIA.
by Contract Na. N/A
App�icabie CFA Name
dated NIA
N/A
Dafe: NIA
Number NIA
�. When water facilities are instalfed by contract, ir�stailation of water
services wiil be included as park o�F ti�e cantract. Snstallation of ineter
boxes on t�os� services may be done by �1�e City, after compietion af
construction of afl relative curb and gutter wo�k on the water facil�ties
project site, at a cost o� $70/$�3� per contract-instatled charge to be d�e
and payable prior ta issUance of a Wark �rder on the water �Facilities
instaflation cantract. The above ck�arges do �ot a�p1y if the Developer
elects �o include meter box installation as part of the contract. Hvwever,
mete� boxes must con�o�m �ity star�dards.
J. W+t��� a reasonabie #ime aft�r completion o� #F�e abave refere�ced
facilities to be co�sfructed by �on�ract awarded by the Develo�er,
provided ali conditior�s far City participation have �een met, the City
agrees to pay the De�eloper the "Estimated Giiy Cns�" set out in �-G
�bove; prnvid�d, F�owever, that said payme�t shal! �e caiculated �sin� tne
actua! canstruetion costs and ac�ual senrice easts under tf�� prov�sians of
the cuITent Fori WortY� City Code, �said payment to be calculated as in 1-
G above), based o� ac�ua! q�anti�ies as reflected in t�e final estimate paid
#o the Contractar by the Developer and on the actual records of cost l�e�#
by th� City as a part af ifs c�stomary pracedures. fn the event tl�e
dEfference in the deposit and tt�e ac�uai cosis exceeds $25, Develaper
agrees tv pay to t�e Cify ar�d undetpayment wl�ich saic� adjustment might
indi�caie �s �eing due, and �the City agrees to pay to Developer any
ove�payment. .
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PRO,l�CT NA��: ii�FANY C.+�RDENS PHAS� 1
K. Work hereUncEer shali be completed wiif�in two (2) years from date hereof,
ar�d if is unde�stoad that any obligation on the �art of the City to make any
ref�an�s with respect to water a�dlar sanitary sewer facilities shall ceas�
uPo� the expiration of iwo (2} years from da�e hereof, except far refur�ds
due frorn "firant foot charges" an water and sanitary sewer mains, wi�ich
�ef�nds may contin�e ta be made '�or a period of ten (� 0) years
c�mmencing on the data that approach mains are accepted by the
Director. !f less than 70% of #�e eiigib�e collectians due to the develo�er
has been collected, the De�elo�er may re�ues� in wri�in� an extension of
�ap to an ad�ittonal 10 years for coliection of fror�� cha�ges. In the e�ent
water andlor sanifary sewer facilities work is not complet�d witl�in the (2)
year period, Ci�ty may, at i�s election, complete such wor� a� Developer's
expense. �
�.. it is further agree� and understood that any addi�ional payme�t required
of Develaper is to cover only such additional work andlor materials as
may be ma�e r��cessary by conditions encauntered �uring canstruc�ion,
and sha[1 �o# inc�ude any change ir� scope of tl�e project.
RECOMMENDE�:
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Dale A. Fiss�E , P.E.
Water Director
�� ? jo�
Date' L
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�B�IINYUNI�Y �ACILITI�S A��EENY�N f
to insgall
SiORfi� �I�AIN IM�RBV�NYI�IV�'S ��R
TIl���►IVY ��RD�N�
A. The Deve�oper(s) agree to install or to ca�se to have installed, storm drainage, and
other eommunity facilities impro�ements shown as "current impra�ements" on the
attached ExhEbit �-1.
B. The Developer agrees to comply with all city acc��ied practic�s, ordinances,
regulations, as well as pro�isions of the City Charter, #he City Subdi�ision
Ordinance, City Design Sfandards and the current Poficy for Instalfatian of
Comm�nity Facilities i� the design, contracting and installation of required "current
improvements".
C. The Developer agrees tv comply with the General Requirements contained h�re9n
(Attachment A).
D. As shown on the attached "Summary of Cost", the Deve[oper agrees to fund �is
share of "current impravement�"' and to pay the City for his share of the cost of,
storm drainag� as shown on the attached Exhibit ��1.
E. Payment is due at the t�me this agreement is executed by the City and the
De�eloper.
F. The �stimated fotal cost of currer�t improvements and related support services
specified in this agreement, including design, construction and ins�ection is
estimated to �11�,49�.
In accordance with the City's currer�� Polic� for Instalfation of Community Facilities
as shown in the Cost Summary an page 3.
The Devefoper shall contributa �ollars $4�,�81 of the total amount.
The City shall contribute �ollars $64,3'I�.
G. Developer agrees fio provide, at his expense, all necessary righ#s of way and
easements required to constr�ct current and future improvements pro�ided for in this
agreemenfi.
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H. Developer agrees to refieve the Cify af any responsibilities for any inadec�uacies in
the preliminary plans, specifications and eost estimates suppiied for the purpose of
this contraet.
I. Deveiaper also agrees to install o� adjust all of the required t�tilities to serve t�e
deuelvpment vr to construct the improvements required herein.
J, De�elo�er agrees that no street canstructian or storm drainage will begin prior to
City Council appraval of this Community Facilities agreement. (Article 104.1 D0,
Ordinance 7234}.
K. Developer agrees that no lat sh�ll be occupied un#il improvements req�ired here�n
ha�e heen cartstructed (Article 104,100, Ordinartce 7234).
L. Developer agrees ta compl�te the improvements covered by this agr�emen� wifihin
90 calendar days after having been instruc#�d to do so, in writing, by the Directar of
Transpor�ation and Public works. 1t is understood that the developer wil! initiate the
construction of a�l impra�ements fio cvnform with his own scF�edule, except for those
improv�ments which the Transportation and Publie IJVorks Directo� deems necessary
for the proper and orderfy de�elopment of the area. In the e�ent Developer fa�ls ta
carry out any such instructions w�thin the 90-day period, the Developer gives the City
the right to design and award a contraet, and inspect the improvements in question,
and agrees to pay ia the Ci#y prior to #he award of the co�tract, the amount of the
low bid.
iVl. City participation in "current improvements" sha{I nat exceeci 125% af cost shown in
Summary of Cost.
2.
P.
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VVlY!llll'9IT r �� VV��
i1�FAfi�Y l�AR9�f�S �DD1Y1811d, �.AT 9, ���CK 9
� � � l�em T Developer �ity �osf
Cost
A. Constructian .
1. Streets (future) � - � - �
2. Storm Drainage $ 47,237_00 $ fi4,317.00 $
3. Street Lights $ - $ - $
�4. Street Name Signs $ -
8. Enc�ineering Design $ -
C. Gonstruction Engineering
and Management by �OE (2%} $ 944.00 {�) $
TOTALS _ `$ 48,181.OQ `$ 64,317.00 � $
,[�OTES:
1. A11 Preliminary f'lats filed afiter July 11, 2000 will require sidewalks an all streets.
Farty-two (42} feet and wider street include sidewalk cost.
2. Construction items {1-2) c�st includes 1 D% contingeneies for Developer and City.
3. Developer's column fior Item G represents two percent (2°/a) costs for construction
inspection and ma#eriaks testing.
('�) Represents City participation for constructidn fees.
4. City not preparing plans and specificatians.
%rar Cost
111,554,00
94�.00
112,498.Q0
�uture lmpro�ements - Developer will pay $1'{2,300 for one-half of the cost far improvements to
Richland Street. This amount includes the cost of sidewalk aiong Richland 5treet to ba installed
by the developer.
CFA COD�: 2011�
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AYiACHtVIgNi A
GEN�RAL REQU1R�fi�ENT5
A. It is agreed and understoad by the parties hereto tnat the cieveloper shal!
em�loy a civil e�gineer, licensed to practice in the State af Yexas, for the
design and prepa�ation r�f plans and specifications for the constr�ction of a!f
current impro�ements co�ered by this contract, subject ta Paragraph B.
B. For any project estimated to cost less than $10,004 or far any �roject
designed to serv� a single iot ar tract, the developer may. at his o�tion requ�st
th� City to pravide the design engEn�ering, and if such request is granted, the
developer shall pay to the City an amount equal ,ta 10 percent of the final
can�truction cost of such project for s�ch engineering services.
C. }n the event the develflper em�aloys his own engineer ta prepare plans anc4
specificatior�s for any or all current im�rovements, the pla�s ar�d specificatians
so prepared shall i�e subjact to appro�al by the departm�n� having jurisdictio�.
One (1) reproducible set of {�lans with � 5 prints and 35 specificatians for each
facility sfi�ali I�e furnished th� department ha�ing jurisdiction. It is agreed and
understood that in the event of any disagreement an the plans and
specificatians, the decisian o# the Tr�nsportationlPublic Works Department
Director, anc4Jar Water Department Dir�ctor will be final. �
D.�� lt is further agreed and understood by the parties hereto that upan acceptance
by the Cifiy, �Citle tfl all facilities anci improvements mentioned hereinabave shall
be �ested at all #imes in the City of �art IMorth, and deveiaper hereby
relinquishes any right, title, or interest in and to said facilities ar any part
hereof.
E, It is further agr�ed that the decisiar� of the City to r�ot ea{lect funds for "future
improvem�nts" rec{uired in previous CFA agreements does not constitute an
obligation on the part of the City to construct such "future improvemer►ts" at
its expense.
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F. Work hereunder s�a11 �e compieted within twa (2) years fram date hereaf, an
it is understond t�at any abiigatian on the part of the City ta make any refunds
with respect to water and/or sanitary sewer #aciliti�s or street, storm drain,
street light and street name sign s�al1 cease upan the expiration of two (2j
years from date hereaf, except for refunds due from "#rant foot charges" an
water and s�nitary sewer mains, which refunds may cantinue to be made for a
period of ten (10? years commencing an the date that approach mains are
accepted by the Director, ff less than 7�% of the eligib{e collections due ta
the de�elaper has been calfected, the Developer may request in writing an
extension of up ta an additional 10 years for �co{iection of front charges, if the
construction under the Cammunity �acilities Cvnttact shall have started vuithin
the two-year periad, the life of the Community Fac9fities Contract shali be
extended for an additiona{ one-year pe�iod. Cammunity Facility Contracts not
comp{eted wit�in the time periods stated above wiil require renewal of the
contract with al1 upda�ed agreements being in compfianc� with the palicies in
effect at the time vf such renewal. Deveiopers miast recognize that CEty funds
� may not be available to pay' alI or a portion of the narmal City share for
rer�ewal cantracts. lt must be understood by a!1 parties to the Community
Facilities Contract that any of the faciiities ar requirements inciuded in the
cor�tract that are to be perfarmed by the developer, bu.t nat performed by the
, devebper within the time periods statecf above, may be comple#ed by tt�e City
at the develfl�aer's expense. The City of Fort Worth shall not be obligated to
make any refunds cfue to the developer on any facilities constructed under this
A agreement until aif pro�isions �of th� agr�ement �re fulfilled.
G, PERFORl�/fANCE AND PAYMENT GUARANT�ES
�. For Street. 5tarm Drain, 5treet Liaht and Street fVame Sian
tmpro�ements ta be Constructed bv the De�eloaer or Citv an Behalf of
the Deveioner:
Perfvrmance and Payment bonds or cash deposits acceptable to the City
are required to be fUrnished by the developer �or the installatinn o'f
stre�ts, starm drains, street lights, and street �ame signs, on a non-
assessment basis, and must be furnished to the Gity priar ta �xecution
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o# this contract. The per#vrmance and payment bonds sha11 be in the
amount of one hundred percent (100%) of the developer's estimated
share of the cast of the streets, storm �rains, street iights, and street
name signs. If t�e de�osit is in the form of cash, the de�osit shall 4�e in
the amount of one hundred twenty five percant j125%? o� the
de�eloper's estimated cost afi the streets, storm drains, street lights,
street name signs, and change arders {during the course of the project).
2. �or Future lmorc�vement:
Performanee and payment bonds or cash cieposits, acceptable to the
City are requiraci to be furn�shed by the devela�rer ftir one hundred
�ercent (140%) of the developer's estimated cost rasuiting fram the
paving, drainage, lig�ting and name signage nf border streets an an
assessment paving basis. (Reference Section Vl, ltem 3, Devefopment
Procedures Manual.} 5aid perfarmance and payment bands or eash
deposits must be furnished to the City prior to execution of this
contract.
Where the City lets the contract, performance and payment bands shall
be deposited, in the amount ofi one hundr�d p�rcan# i100°/o) af the
estirr�ated cost of construction as stated in the construction contract, is
required prior to issUance of a work arder by t�e City.
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3. For Water and Sanitary 5ewer Facilities:
Performance and payment bo�ds, or cash deposits, acceptable ta fihe
City are required tn be furnish�d by the developer for the installatian af
water anci sanitary sewer facil�ties.
a. Where the develaper {ets th� canstructio� contract for water and
sanitary sewer facilities, performance and payment bonds shal{ be
cfepasited, in the amo�nt of one hundred percent (100%j of the
estimated cast of canstruction, cash de�asited shall �e in the
amount of one hunclr�d tw�nty-five percent {125%), as stated in
the constructior� contract, is required to be furnished simultaneQus
. with execution af the constru�ction contract.
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b. Where the City lets the cantract, perfiormance and payment bonds
shall be deposited, in the amaunt of one hundred percent (100%y
af the estimafi�d cast nf construction as stated in ths construction
eontract, is required prior to issuance of a worlc order by the City.
4. Tvp�s of Guarantees:
a. P�rformar�ce and Pavment Bonds: Are required for t1�e
construction af streets, storrn drains, street lights, anc! street
name signs, the following terms and canditions shall apply:
�17 The boncis will be standard performance and paymen� bonds
pro�ided by a ficensed surety company on forms furntsheti
by that surety company.
�2� . The bonds wi11 !�e suk�ject to the review and ap�roval by the
City Attorney.
(3j The performance bond shall be payable ta t1�e City and shal!
guarantee performance of the street, storm drain, street
light, and stre�t name sign construction contemplateci under
this contract.
(4J The Payment Bond sheli guarantee }�ayment for a11 labor,
materials and equipment furnished in con�ection with the
street, storm drain, street fight, and street name sign
constructian contempCated under this cantract.
(5? !n order fior a surety com�any ta l�e acceptable, tf�e name of
the surety sha11 be inclucied on the current U.S. Treasury iist
af acceptable sureties, and the amount of bond written by
any one acceptable �ompany sha11 not exceed the amaunt
shown on tt�e Treasury� list for that �ompany.
b. Cash Denosits: A cash dsposit shall be acc�ptable with
�erification that an attempt to secure a ban� has been denied,
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suc1� deposit shall be made in the T�easury of the City of �ort
Worth. The City of Fort Warth will ncrt gay interest on any such
cash depasit.
(1) At suc� time that th� cantrac� is bid for projects other than
assessment projects, the cash deposit shalf �ae adjusted to
one hcandred twenty five percer�t (� 25%} of the actual bid
pric�. No cantract shall be awarc�ed and no wark order sha11
be issued until such adjustment is made.
(2} When a cash deposit is made, the additionaV twenty-five
percent (�5%} beyond the one hundred percent (1��;%y of
the estimated devefoper's share represents additional func�s
for change orders during the course of the project. This
twenty five percent (25°1oj sha11 be cflnsidered the
develaper's changa order fund.
�3j if the de�eloper makes a cash deposit with the City, t�e
developer may make timefy withdrawais from tY�e cash
funds in order to pay the contractor andfor subcontractor
based on amount af canstruction work completed as
approved an� verified by the City �ngineer or authorized
representative. �or �rojects whose actual tatal contract
cost is $400,ODa or greatar, such refease of security sha11
eq�al the percen�age of work completed for that period
rr�ultiplied by ninety-five percent t95%). This percentage
shai{ be applied ta �he actual current tatal contract cost to
determine the amount that may t�e �ec�uced upan request of
deueloper. For projects whase actuaf total contract cost is
less tha� $�OO,QO�, such release of security sha11 equal the
p�rcentage a# wark completed for that period multiplied by
ninety percent i90%�. This percentage sha11 then b� appliad
to the act�al curren# total contract cost to determinE the
amaunt of security that may be reduced upon reauest of
developer, Th� remaining security, five percent {5°fQ) fot'
projects of �400,OOD or greater ar�d ten percent {10%� for
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projects less than $�D0�000 together with the remaining
funds fram the De�eiaper's Change Order Fur�d, if any, will
be released ta the developer after the project has been
accepted by the City. Partial release of funds shali be limited
to on�e p�r manth. There sha11 be no partial release of �unds
for prajects of les� than $25,000. Praof that the develaper
has paid t�e cantractar sha11 be required for partial releases.
5. Purr�ase. Term and Renewal of Guarantees:
a. Pe�formance and payment �onds, and cash deposits furnished
, , hereunder shall be for the purposes of guaranteeing satisfactory
compliance by the developer with all requirements, terms and
conditions of this agr�ement, including, but not iimited to, the
satisfactory completian of the improvements prescribed herein,
and th� making of payments to an�/ persan, firm, cor�oration or
ather entity with whom the develaper has a direct cantractual
relationship for the performanee of work hereunder.
b. Developer shall keep said performance and payment bo�ds, andlar
cash ti�posits i� fuil fiorce and effect until such time as developer
has � fully com}�1ied with the terms and conditions of this
agreement, and failure to keep same in force and effect shall
constitute a defau(t and breach of this agreement. .
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H. The City shall assum� its share of the cost af the impra�ements cover�d by
this agreement along with the ertgineeri�g fiee only if funds ar� available for
such participatian. ln the event �hafi na funds are available for City
participation, the developer shalk award ths contract and depasit with fhe City
a performance and payment bonds or cash for 1 �0 perc�nt of the estimated
total construction cast of the improvem�nts Ipfus te� percent (1Q%? for
engineerin,g and miscellaneaus costs if the City prepares the plansl.
!. on al1 facilities inclucied in t�ris agreernent for which the developer awards its
own construction co�tract, the developer agrees to follow the #o{lowi�g
procedures:
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�. If the City participates in the cost of t�e facilities, the constructian
contract must be advertised, bid anci awarcied in accardance with State
statutes prescribing th� requirements for the letting of cantracts for the
canstruction of public worl�. This ineludes ad�ertising in a local
newspaper at least twice in ane vr more newspapers ofi ge�eral
circulation in the caunty or eounties in which the work is to 6e
perfarmad. The second publication must tae on or before the tenth
{lOth) day before the first ciate bids may be submitted. The bids must
�e oper�ed by an officer or employee of the Ci#y at or in an office of th�
City.
2. To employ a construct�on contractor, who is approved by th� Director of
the Dep�rtment �raving jurisdictiort o�er t�e facility to be so cQnstructed,
said cantractor to m�et City's �equirements far being ir�sured, licensed
and bonded ta do worlc in public right of way.
3. To require the cantractor ta furnish to the Gity payment, performance
and maintenance bor�ds in th� names of the City and the developer for
one huncired p�rcent (100%) of the contract price of the faciiity, said
bonds ta be furnished before work is commence. Deve{a�er furkher
sha11 require the ca�tractor ta provtcle public iiability insUrance in the
amourrts required by the City's specif�cations coWering that particular.
work.
�� 4. To give 48 hours notice to the departme�t having �Urisdiction of intent
to commence canstruction of the fac.ility so that City ins�ection
personnel wiil be available; and to require the contractor ta allow the
canstruction to he subject to insp�ction at a�ry and all times by City
ins�ection forces, and not to install any paving, sanitary sewer, storm
drain, flr water pip� unless a respansibfe City inspector is present and
gives his consent ta �roc�ed, and to make such laboratory tests of
materials being used as may be required by the City.
5. Ta secure approval by the Directar of the Department having }urisdiction
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af any and afl partial and fina! payments to the contractor. Said
approval sha11 be subject ta and in accordance with requirements of this
agreement, and is not to canstitute approval af the quantities af wnich
payment is based.
6. To delay connectians of buildings to ser�ice lines of sewer and water
mai�s constructed under this contrac# �ntil said sewer and water mains
a�d servic� lines ha�e laeen complet�d ta the satisfaction a# the Water
Department,
7. lt is expressly understood by and between the deveiaper and the City of
Fort Warth, that in the e�ent th� developer elects to award ona singie
construction contract for storm drainage and �avement, said contract
shall be separated in the bidciing and City participation, if any, shafl be
limited to the lowest possible combination af bids as if each of the.
abave were awarded as separate contracts.
J. Ariything to the contrary herein notwithstanding, for and i� consideration of
the pramises and the covenants herein made by the City, the develaper
covenants and agrees as follows;
�. The de�eloper sha11 make separate elections with regard �to wafier andlor
sanitary s�wer facifities, storm cErainage, street improvem�nts and street
lights as to whether the wark prescribed herein shall be performed
� by the City, or by its contractor, ar by tF�e c�e�elo�er; through its
contractor. Each separate election shafl be macie ir� writing and
delivered to City no later than six (6j months prior to tf�e expiration of
t�,�s agreement. �n the event any of such separate e{ections has not
bee� made and delivered ta Gity �y such date, it shall be canclusi�ely
presumed that th� developer has electeci that such work be Qerformed
by the City in accordance with all of the terms of this agreement, and in
particular paragraph V-F h�reof.
2. lrresQective of any s�eh electian and whether the wc�rk is to be
�erformed by the City, or by its contractor or by the deveioper through
its contractor, the developer cavenants and agrees to �eliver ta the City
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a performance and payment guarantee in aecordance with the pr�visions
of Paragraph V-� of this agreement.
3. 1n aciditian to the �uarantse required in th� precedi�g paragraph, iri the
�vent develaper elects tha� the work be performed by the City, or by th�
City's cantractor, or sucf� election is presumed as provided a�ave, the
devefo�er covana.nts and agrees to pay ta the City the developer's s�ar�
of the estimateti �onstructio� costs, The amount of such estimated
payment shall be computed as set aut on the Summary of Cost hereof,
based upon the lawest respansive bid far such work, as defiermineci by
City, vr upon a cost estima�ed ta b� performed by City forces prepared
by the City, as approPriate, and shal! be sub�ect to adjustment to actuai
costs upon final compl�tion afi the subject work. Such estimated
payment shal{ be made promptly� upon demand by City, it bei�g
understood that such payment w�ll be made after the receipt o# bids for
wark, but �n every case prior to t�e awa�d of any eonstruction cantract,
�n{ess otherwise specificaily set aut herein.
4. Developer further cavenants and agrees to, and by these presents does
here�y fully indemnify, hald harmless and defend the City, �ts ofificers,
agents ant4 employees from and against any and a!{ clairns, suits or
causes of action ofi any nature whatsoever, whether r�al or
asserted, brought for or on account af any inj�ries or damages to
persans or property, including death, resulting from, or in a�y irvay
cannected with, this agresment, or the constructian of the
imp�avements or facilities described herein, whether or not caused, in
whole ar in aart. bv ti�e nealiqence of officers, aaents, or emplovees, Qf
the Citv. In additian, the devela�er covenants to indemnify, hold
narmkess and defend th� City, its officers, agents arrd emplayees from
and against all claims, suits, or causes or action of any nature
whatsa�ver brought for, or on account of any injuries ar damages to
persans or praperty, including dEath, resulting from any �ailure to
pro�erly safeguard the wark or an accaunt of any act, intentional or
atherwise, neglect o� misconduct of the develt�per, its contractars,
sufocantractors, agents ar employees, whether nr not
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caused, in wt�ole or in part. hw the neatiipence of officers. aaents, ar
emniovees af the Citv.
5. aeveloper covena�ts and agrees that it disc�iminates against no
inciividual invalving employment as prohibited by the terms of Ordinance
Na. 7278 (as amentied by Ordinance No. 7400�, an ordinance prahibiting
discriminatia� in employment practice because of race, creed, cofor,
r�ligion, national origin (except far itlegal aliensl, sax or aga, unless sex or
age is a bonafide accu�ational quafification, subcontractar or
employment agency, either furnishing or referring app{ica�ts to such
developer, nor any agent of de�eloper is discriminating against any
individua! in�olving amployment as prohibited by the terms ofi such
Ordinance Na. 7278 (as amended by 4rciinance No, 740Q}.
K. Venue of any acti�n brought hereunder shall be in For� Worth, Tarrant County,
Texas.
L, The City's Policy fior the 1�sta{lation of Community Faciiities, as adopted by the
City Council an 5eptember 1992, is here�y incorporated herein 6y reference,
and Develaper cv�enants and agrees ta comply with said Policy. as a condition
of this co�tract and as a condit+or� ta the platting of the subject pro�erty.
M. The following descriptions of work apply, as appropriate, to the areas included
in the Cammunity Facilities Agreement:
1. STREETS
Strests as shown in Exhibit B will be in accordance with plans and
specifications prepared by tF�� Owner's engineer and approved by t�e
Director of Engineering.
2. STORM DRAINAGE
Storm drain as shown in Exhibit B— 1 will be ir� accordarrce with plans a�d
specifications prepared by the Owner's engineer and approved by the
Direciar of Engineering. �
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3. STREET LIGHTING
a. The Develo�er shal! provide for the installation vf streetlights by the City
forces at the approximate locations shown in Exhibit C, immediately
after final acc�ptance of t�e street constructio�, in accordance with
engineering plans and specifications ap�roved I�y the Transportation and
Public Works Department.
b. Streetlights on residential a�d 1 or collector streets can be instalied using
averhead or underground conducta�s with the approva! af t�ie stfeetlight
Engineer.
c. Streetlights on arteriai sireeks sha11 be insta�led with underground conduit
a�d conductors.
d. The Developer shall provide fvr ihe i�stallation of a 1'/4 i�ch sche�ule 40
PVC conduit at th� dep�h not less than 30 fnches and at least 18 inc�►
behind the curb, "clea� from all ot�er utiliti�s".
e. The Developer shall provide for the instaliatiqn of a 1'/4 inch schedule 40
PVC conduit b�tween streetlights propased for installation and the power
source to become operational.
f. A 3 inch schedule 80 PVC conduit is req�ired when crossing streeis at
depth not iess than 30 inch�5, unless in�icated otherwise on the plans.
Concrete pu1! boxes shafl be provide� at the crossing points.
g. Luminaire ballast shall be rated for mUltitap operatior� and each luminaire
shall have it's own photocell.
° 4. TRAFFIC CONTRaL DEVICES
a. T�e Developer agree5 to pay for the street narne sign instafiations required
by this develapment to the extent of $$Q.DO per inspection. This unit cost
will be revised annually by the Depar#ment of Transporkation an� Public
Works ta refiect prevailing costs of materials and labor.
b. This deve{opment creates the following nurr��er intersectbns at a totai cast
as shown to the Devel�per.
c. The Developer may eith�r depasit cash funds with #he City equal to t�e
fo{lowing amount at the time of Community Facilities Agreement ap�roval
or wait unti� the street name signs are to be installed. lf the Developer
efects to wait, the cost of str�et name signs will b� at the rate
prevailing when the Develop�r deposits funds with the City.
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d. The City will install the street name signs upon final approval ofi the street
co�struction, The street name signs wil! remain #he property of, and wil! be
maintained by, the City.
�, OTHER WORKS
ln the event that ather works is required it wi{1 be included as specific
requiremer�ts to Community Facilities Agreernertt.
N. Dev�loper and City agree that this Agreement represents th� complete and
exc{usive statemenfi af tt�e mutual und�rstandings af the �parties and that this
Agreement supersedes and cancels and previous written and oral agreements
and communicatians related to the subject matter ofi this Agreement.
iN TESTIMONY WH�REOF, the City af Fort Worth has caused this instrument to be
executed in quadrupficate in its name and on its 4�ehalf by its City Manager,
attestad by its City Secretary, with the corporate seal of the City afifixed, and said
�eveloper has executed this instrumerrt in quadruplicate, at Fart Worth, Texas this
the �'ciay of ��.., � , 2p . ..
APPR�VED A5 TO FORNi AND
LEGALITY: �
Gary J. Steinberger
A5515��ht �I�j! /�tfOCllEj/
ATTEST:
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City Secretary
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��r�tx��c+� A�uthori�atfan
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R�COMMEND�D:
� '/� . � _,�. ;� ��
I�,�i�ugo Malanga, d�rector
� Transpartion and Public
Works Departmer�t
CITY �F FOI�T WO , T�XAS
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By:
Mike Graomer
Assistant City Manager
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Polo Club Office Park Partnership
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EX�II��T �—�1 1��� . ;z
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ESCROWlPLEDGE AGREEMENT
����
TH,IS E�CROW/PLEDGE AGREEMENT (the "Agreement"), entered into as of
��� ,�, 2041, by and among Polo Club Office Park {"Developer"), the
City of Fort orth, Texas, a municipal corporation of Tarrant County, Texas ("Fart
Worth"} and Comerica Bank-Texas {"Escrow Agent") is to wi.tness the follavtring:
WHEREAS, Develop�r and Fort Worth have entered into a Commuz�.ity Facilities
Agreern�nt for Lot 1, Block 1 Tiffany Gardens, an addition to the City o� Fort Warth,
Tarrant County, Texas (the "CFA"}; and
WHEREAS, the CFA provides that ihe DeveIoper shall subrriit to Fart Worth
�erformance and payment bonds, cash deposits ar other security acceptable to Fort Worth
(co�lectively, the "Intended Security") for the pux�ose of guaranteeing satisfaetory
compliance by Develaper with a11 requirernents, ferms, and conditions of the CFA
(collectively, the "Secured Obligatians"); and
WHEREAS, Developer and Fart Worth desire and a�ree thai Develaper be
allowed to escrow and pFedge cash deposits fo Fort Worth, to �e held by Bank-Texas as
Escrow Agent, in lie�t of and in complete satisfaction af the obligatifln to submit the
Intended Security ta secure the performance of the Secured Ohligations;
NOW THEREFORE, for and in consideratia� af the prerr�ses, ten dollars
{$�a.QO) and other good and valuable cansideration, the receipt, suf�ciency, and
adequacy af which are hereby acknow�edged and confessed, the parties h�reto hereby
agree as fallows:
�ECTION 1. DEFTNED TERMS.
Far the purposes of this Agreement, tinless �he context otherwise clearly requires,
the following terms shall have the following meanings:
"Initial Security Funds" shall mean the cash deposit af $ 341,910, which sum
�epresents 125 percent of the estimated Developer's share of the cvst of
constructing the improvements identified in the CFA. The DevelQper's share of
the total cost of such improvements sha11 h�reinafter be called the "Estimated
Developer's Cost".
"Lien" shall mean any lien, security interest, charge, tax lien, pledge or
encumbrance designed to secure the rcpayment of indebtedness ar ihe satisfactian
of any other obligation to a third parky nat a party to this Agreement.
,
"Payment and Performance Bond" shail mean a bond issued by a corporate surety
or insurance campany acceptable to Fort Wort�i in an amouni �qual to cost of
improvements not yet completed by Developer.
SECTION 2. PLEDGE.
As security for the full and punctual perforrnance of thc �ecured Obligations,
Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fvrt
Worth a security interest in, the Initial Security Funds and alI rig�ts and privileges
pertainin� th�r�to wrth the exception of the interest income to be derived therefrom,
which interest income shall remain the properi.y of Deve�oper and shaIl be distributed by
Comerica Bank-Texas in accordance wi�h Developer's periodic instructions. (Th� Initial
Security Fuinds and a.ny substiiution by Developer with a Payment and Performance Bond
as permiited hereunder, are coIlectively re£erred t� hereafter as the "Pledged Collateral");
TO HAVE AND TO HOLD the Pledged Collateral, tagether with a11 rights, titles,
interests, privileges, and pr�ferences appertairung ta or incidental there�o unto Fort Worth
subject, however, to the terms, cavenants, and conditions hereinafter 5Ct fOP�1. TI1E
security interest granted and the assig�rnents made hereunder are made as security only
and shall not subjset Fort Worth or Comerica Bank-Texas to, or transfer or in any way
aifect or modify, any obligation of Dev�loger with respect to ar�y of the Pledged
Callateral ar any transaction involving or giving rise thereto.
SECTION 3. PHYSICAL POSSESSION OF PLEDGED COLLATERAL.
Concurrcently with the ex�cution of this Agreement, Developer shall ha�e
deli�ered to and deposited wiih Comerica Ba�nk-Texas the Initial Secu�ity Funds
representing or evidencing the Pledged Col�ater�l. The parties actcnowledge and agree
thai Comer�ca Bank-Texas sha�l be required to segregate the PZedgec� ColIateral from
other funds held by Comerica Banlc-Texas fax Developer in accordance with the normal
practices of Comerica Bank-Texas as an Escrow Agent. Comerica Bank-Texas sha�l
xeturn aII funds on deposit representing or evidencing the Pledged Collateral rernaining in
i#s possession to Developer (or talce such other action as Developer rnay request or direci)
immediately after receipt of wriiten natice from Fort Wori� that the Sec�red Obligations
have been fully performed. During such time as Comerica Bank-Texas has possession of
the Pledged Collateral, Comerica Bax�k-Texas shall furnish to Fa�rt Warth (when
xequested by Fort Worth) written acknawledgments signed by an off cer of Corrierica
Bank-Texas detailing the amount of fhe Pledged Collateral.
SEGTTON �4. C�VENANTS.
(a) A�firmative Covenants. So lang as any of the Secured Obligations remain
unperformed, Developex covenants and agrees that Develaper will:
ES�ItOW/PLBDGE AGRE�MENT PAGE 2
(i) from time to time execute and deliver �o Fort Worth ail such
assignments, certificates, supplemental writiz�gs, and other items and do aIi
other acts or tl�ings as Fort Worth may reasonably requesi in order to
evidence and perfect the security interest of Fort Worth in t�e Pledged
Collateral:
(ii) furnish Fort Worth with information which Fort Wa�th may
reasoz�ably request concerning the Pledged Collateral; and
(iii) notify Fort Worth of any claim, actinn, or proceeding affecting title to
the Pledged Collateral or Fort Worth's security interest �herein.
(iv} adjust the Pledged Collateral to an amount equal to the actual co�traci
price, incIuding revisions thereto.
(b) Negative Covenants, So long as any of the Secured Obligatians remain
unperfarrned, Developer covenants and agrees that Developer will nat:
(I) assign or transfer any rights of Developer in the Pledged Col�ateral; or
(ii) create an Lien in the Pledged Collateral, or any part thereof, ar pexnnit
the same fo l�e or become subj�ct to any Lien except the security int�rest
herein created in favor ofFort Worth.
SECTION 5. EVENTS QF DEFAULT.
Developer shall be in default under this Agre�ment ozily u�on the happening of
any of the following events (a "De�aulfi"):
(a) default in the timely payment or performance af the Secured Obligations after
written natice thereof has been given to Dev�laper and Cornerica Bank-Texas and
such default is not cured within seven (7) days after such natice;
(b} any affirmative or negative cavenant is breached by Developer.
SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upan the occurrence of a Deiault, Fort Worth shall have the right to
direct Comerica Bank-Texas to transfer to Fort Worth a�l o� the Pledged
Coilateral. Comerica Bank-Texas is hereby authorized to tra.nsfer tI�e Pledged
Collateral irnmediatefy upon the r�ceipt o� a wriiten statement purparting to be
executed by an autharized repxesen�ative of Fort Worth stating that:
�SCRQW/PLEDGE AGitEEMENT
PAGE 3
(i} a Defauit by Developer has occurred under the Lot �, Block 1 Ti��any
Gardens Community FaciIities Agreement ex�cuted in connection with
ihis Escro�+lPledge Agreement;
(ii) written notice of such Default has been given by Fort Worth to
Developer and Comerica Bank-Texas and such Default was not cured
within seven (7} days after such notice; and
(iii) Fort Worth is enti�led to have the Pledged ColZateral transferred in
accordance with the Agreement.
(b) Notices. Any notice req�ired ox permitted to be given to any party hereta
shall be given in writing, shall be person.al�y delivered or mailed by prepaid
certiiied or registered mail to such party at the address set forth below, and shall
be effective when actual[y z�ecei�ed.
Polo Club Office Park
PO Box 2108Q
Wichita, Kansas 67208
City of Fort Worth
Attn: City Treasurex
1000 Throckmorton
Fort Worth, TX 76102
with a copy to:
City of Fort Warth
Attn: Development Caardinator � 6�,,,(.����
Departrnent a�F,�� �����•"i 1�`�°�� � �+� �
iaoa Tn�o����o�
Fa� wa�n, Tx �� i a2
Comerica Bank-Texas
1601 Elrn St�eet, Suite �00
Dallas, Texas 752q 1� l
./�`f�h : �4-��- � w, [ (,�� �. ,,
ESCROW/PLEDGE AGREEMENT PAGE 4
Any party may c�ange iis address fox natice by giving all other parti�s hereto
notice of such chan�e in the manner set �orth in this Section no later than ten (10)
days before the eifective date of such new address.
SECTION 7. EXCLUSIVE RTGHTS AND REMEDIES.
If the Developer fails to perform its obligations undar the CFA, Fort Warth's sole
and exclusive remedy shall b� to complete the obligations of Developer at Developer's
expense. In fi�rtherance of such sole and excfusive remedy, Fort Worih is entifiled to
exercise its rights as set forth �n Section 6 hereflf.
SECTION 8. SUB,�TITUTiON OF COLLATER.AL.
Notwithstanding any contrary provision in this Agreernent, Developer shall have
the right (vuithout the consent of Fort Worth}, at any time and frpm time to time, to obtain
releases of all or any part of the �ledged Collatera� (hereinaft�r called the "Released
Collateral") upon satisfaction of the follawing conditions:
(a) Developer shall provide Fo� Worth and Cornerica Bank-Texas �w�ritten no#ice
(the "Substitution Notice"} that Developer desires io obtain Released Collateral
{as spec�ed an.d described in such notice} in e�c�aange for a contemporaneous
substit�.ation of a Payment and Performance Bond (as also specified and described
in #he Substitution Notice); and
{b) Develaper shall pledge to, or abtain for the benefit of, Fort Worth, and deliver
to Fort Worth a Payment and Performance Bond from a surety acceptable to Fort
Worth (the "Substituted Collateral") which Substitufied Collateral sha11 in the
aggregate be at least equal to the Estimated Developex's Cost; and
(c) Said Payment and Perfprmance Bonds shall be accompanied by a written
com�ni�nent from the surety that such Performance and Payment Bonds shall
covex all work which has occurred prior to the su�stitution of Collateral provided
for in this Section.
Upon satisfaction of the abave-specified conditions, Comerica Bank-Texas shall be
authorized {without ihe consent o� Fort Worth) to return to Developer the ariginal
Inte�ded Security Funds i� Cornerica Bank-Texas' possession �that re�resent or evidence
the Released CaIlateral or �e such other action with xespeci to the Released Collatera�
as Developer may xequest or ciirect. Developer shall pay the �xpenses incuz7red by
Comerica Bank-Texas in connectian with obtaining each such release and �ubstitution.
ESC1tOW/PLEDC�E AGREEMENT PAGE S
SECTION 9. PERIODIC WITHDRAWAL OF COLLATERAL
Notwithstanding ar�y cantrary provision in this Agxeerr�eni, Developer shall have
t.�.e right to periodic withdrawals a�the Pledged Collateral (hereinafter called "Withdrawn
Collatexal"), upon satisfaction af the �ollowing conditions:
(a) Developer shall provide Fort Worth and Comerica Bank-Tex�.s with written
notice (the "Withdrawal Natice") fhat Developer desir�s to obtain the Withdrawn
Col�at�ral; and
{b) the balanc� af the Pledged Coilateral after withdrawal of the Withdrawn
ColIateraI is at least equal to the estimated value of the Secured Obligaiions #hen
remaining to be performed (such remaining value is hereinafter called the
"Estimated Cost to Complete").
The Withdrawal Natice shall inciude a description of the Withdrawn Callatera� and
Developer's ealculatian oi the Estimated Cost to com�lete. Upon receipt a£ the
Withdrawal Notice, For� Wortlt shall have se�en (7) calendar days to notify Developer of
Fort Worth's objection to Develaper's caiculation of the Estimated Cosi to Complete by
providing Developer with Fort Worth's calcula�ion of the Estimated Cost to Complete.
The grounds for any objeetion are limited salely io a goad faith deterrnination by Fort
Worth that the balance of the Pledged CollateraI zs insufficieni to cover the Estimated
Cost to Complete. If Fart Worth fails to timaly notify Developer and Cornerica Bank-
Texas of any objection, the Developer's calculation shall be deemed to have been
accepted and approved by Fort Worth and Comerica Bank-Texas zs authorized to release
the Withdrawn Collateral requested by DeveIoper without delay. In the event a written
objection is timely filed by Fort Worth and Fort Worth's caiculation is within a range of
five percent (5%} of Developex's Estimated Cost ta Gonaplete, then Developer shall be
allowed to withdraw the arnount cnrresponding to Fort Worth's caiculation of the
Estimated Cost ta Coxnplete. If Fort Worth's caiculation of the Estimated Cost to
Campleie is outside a range of fzve percent (5%} of Developers' Estimated Cost to
Complete, then Fort Worth and Developer, through a designated regresentative, will
reconcile the calculations and jointly approve an Estimat�d Cosf to Cornplete and advise
Comerica Bank-Texas to disburse the arnount originally submitted by Developer, less any
amounts necessary to ensure that the baIance of th� Pledged callateral equals the
Estimated Cost to Complete as jointly determined by Fort Worth and Developer.
If after the expiration of two (2) years from the date of this Agreement either
(i} nane of the Secured Obiigations have been performed;
or
(ii) the texz�rz of the CFA has not been extended by Fort For�h,
then in eiiher event, Fart Wflrth sha�l be en�tled to receive the Pledged Collatexal as
speci�ied in Section 6 and construct the improvements contempIated in the CFA.
ESCROW/PLEDGE AGREEMENT PAGE 6
SECTION 10. NON-ASSIGNABILTTY QF FORT WORTH'S RTGHTS.
The rights, powers, arxd interest held by Fart Worth hereunder in and to th�
Pledged Collateral may not be transferred or assigned by Fort Worth in whoie or in part.
Any attempted transfer or assignment shall be absolutely void and shall entitle Developer
to a release of alI Pledged Collateral.
SECTION 11. NO WAIVER.
No waiver by Fort Worth of any Default shalI be deemed to b� a waiver of any
other subsequent De�ault. No delay or omission by Fort Worth in exercising any right or
poweg hereunder shall impair any such rights or power or be consttued as a waiver
thereof, nor shal� any single ar partial exercise of a.ny such right or power preclude vther
or fw�thex exercise thereof.
SECTTON 12. BINDING EFFECT.
This Agre�ment shall be binding on the parties, their successors and assigns. No
p�ovisian of this Agreernent may be amended, waived, ox modified except pursuant to a
written insi�urnent executed by Fort Watth., Comerica Bank-Texas and Developer.
SECTION 13. CHOICE OF LAVV.
This agreement is to be construed and interpreted in accordance with �e laws of
the State of Texas.
�ECTI4N 14. COUNTERPARTS.
This Agreement rnay be executed in a�y number of rnuttiple counterparts and by
different par�ies on separate counterparts, alI of which when taken togefher shall
constitute one and i1�e same agreement.
SECTION 15. ESCRQW AGENT INDEMNITY.
Developer hereby agrees io reiease, hoid harmless, and indemnify Corner�ca
Bank-Texas (and rts directors, o�cers, employees, agents and representatives) fram and
against all claims, damages, expenses, casts, suits and other Iiability of any kind
E5C12�W/PLEDGE AGR��M�NT PAGE 7
, �
5 I �
, ' 1 • • I I f 1
,
Palo C[ub Office Park
. ��
F ✓F �
BY� � ' � �
CITY OF FORT , TEXAS
By: ,
Title: Assistant City Manager
Date:
Comerica Bank-Texas
By: ���.. ��'���
T�tl�: Uz r:� ��s1 �-� �,�
Date: f-'� �� �,<,ti.a� � % ,.� t� p �
U '
whatsoever tl�at axise o�t of or are directly or indirectly related to the perfaz7man.ce by
Cornerica Bank-Texas of its duties hereunder exCept for the gross negli�ence ar willfui
misconduct of Camerica Bank-Texas or its directors, off"ic�rs, e�nployees, agents or
representatives.
AP�xovED:
CITY OF FORT WORTH�' CIT�t' ATTORNEY
By: � �
Date: � �0� � �4
��ry S#�inb��g��
Ass���t��i ���y At��r�ey
BSCROW/PLEDGE AGREEME]VT
PACE $
���y o,�`�'or�� �o�t��� �`�xr�s
���a� ��� �c����� � �o�������t�ia�
i]A�'� #�FFEREh10E �JUMHEF� �,C7Ca h�AMT PI��E
'f �I9��1 ��'I ���4 � 2O�'OL� '� Of �
su���c.�r' �UM�1l�Nl�`Y F�►CILlifE� A��C��r1CfVT Vtill7�l P�� �Ll�#3 �FFI�E PAF�K
�I�I�T�V�F2�H�P �OR 7F�� IN�TAIRL�TIC7i� U� ��N�MIJ�IiTY F��Il.ITI�� F�R
�`lr�A�l� fiFIRD��� {��DITI�hI, LOT 1, �L��I� �
}� �� �A+I N1 � h1 ��lT���J:
�k Is �c�cammer���d #�at #�� �ity �our�cil a�thorl�e ih� �ity lViansgor ko �x�cut� a ��mmur�it�r Facilities
Agr�em��t wit� Pol� �l�b �ff�c� l�aE1� Psrt���e�hi� F'��#n�rs for t�� in�t�llatkon oi ��rnmur�il� f�cili�i�� �or
ii�fa�� �ar��,ns AddfkEor�, Lot �, B�ock 1.
D���IJ��I�f+J:
Pola �I�b �ffice P�ric P�rtr�er�hip, th� d���l�p�� �f Ti#far�y ����le�s, ��k �, B�ock 'f. ha� �xe��t�d a
�r�p�s�d cantr��# f�r �ommur�il}r fa�Gli#ic� tc� �eEve � si��gl��f�rr7aly ��0� lots� �,riv�tt� d�vefo�m�ni
localed in �o�thw�st F�rt W�rkk�, west of I-��� a�� �as� a� �hapal �rec�� �oul�v�F� {see att�ched
m�p}.
Th� �ev�lo��r's �stirr��#�d ���� for watar ar��l sew�� i� $�18,�I�J�, plu� $2,3fi3 for canstr�c#ian
ins�oct+on fees. ih� wa��r ii�ne will be o�ersi�ed frorr-r �-inch�s to ��i-fr��#�es ar�� t�e sow�r 1€ne w�il I��
en��rg�d fr�m 8-ie��hes to ��-inc�es. W�tc�r D��artm�r�# parti�ipation i� �35,��5, pl�s �anstruc�i�r�
��rsp��ti�n �ees.
The de�relo��r's estim�t��i c�st far ��arm dr�ir�� i� �Q�,��7, pius ����1 fpr con��euction inspect€on fe��.
The �Jt�'s par��cip�tian �or over-sE�ed �lorm dr��ns is $�4,�� �, pl��� constr�,�ction ir�sp�cti�n f��s.
The developer will pa� fi�r or����ralf of kf7e c��t foe f�fure imp�-ave�t�ents k� l�t�hiand �tr$�t, including a
�ide+ualk aC��7� i�ic;�l�r�d �lr�et. 7he tieveEo��r's s��r� f�r �ukur� �tr�et €r��rover�enls I� �i'� 12,��0.
The tot�� prc���cf c�st far t�i� �e��l�pm�nt Is ��G�.9��. �'i�� d�veaop�r's partici�a#iar� i� ���8,7��, ar�d '
th� total estima#ed �i�y partic�palior� is $9 01.195.
PLI��V �Df1�Ml��lOh! �q�PR01lA�. - ihe f�n�l �Eat F�as b��n s�bmlt��d t� �kty staff f�r r�vlav�r.
Thl� �i�v��opm�nt i� I�r.�t��i in ��IJfV�IL DJ�I`I�I�T 7.
�'i� r�, f ' �'r��t ���f�, �'�c�cs
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PA�T�I���hl[P F�F� TFi� Ihf�T►��[.�4TICl�1 �� �Of�Ifv�UNITY �I��I�,ITIE� F�R
TIFFAhiY ��1f�DEi+l� ADDf71DSV, LD7' �, BL{��I� �
FI��AL I�VF�RE��4TIO�lI���TI�I�ATIQfV:
The �ir��nce I�irector �ertiti�s tha# f�nds �r� ava�labf� i�� t�� �ur�enk r��ital bud�efs, as appropriat�d, of
l�e �l�re�l �m�r�vern��f� ��,r�d �nd l�� �1tilafer anc� �ew�:r ��,pli�l Pror�c�� ��nds.
fu��:k
S�tl��uili��xl fut' CiCy �41wtf�g�r's
OfFi�c IFy:
f�fikr Gru�m�r 6 Y�#Q
(}rlg�ua�iug �rp�rtmt�i� Hcll�1:
I Iti}�a l����IIgA
Aclxl�li�M�al [nforM��arlou C'nn1�e1:
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C#TY S�C: Rf!;'I'AEiI'
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