HomeMy WebLinkAboutContract 61248-CA1Received Date: 5/24/2024
Received Time: 8:50 a.m.
City Secretary Contract Number 61248-CA1
CONSENT TO ASSIGNMENT OF
COMMUNITY FACILITIES AGREEMENT
(CITY SECRETARY CONTRACT NO. 61248)
This CONSENT TO ASSIGNMENT OF COMMUNITY FACILITIES
AGREEMENT (CITY SECRETARY CONTRACT NO. 61248) ("Consent") is made and
entered into by and between the CITY OF FORT WORTH, a home -rule municipal
corporation organized under the laws of the State of Texas ("City"), D.R. Horton — Texas,
Ltd., a Texas limited partnership ("Assignor"), and Forestar (USA) Real Estate Group Inc.,
a Delaware corporation ("Assignee"), each acting by and through their duly authorized
representatives.
The following recitals are true and correct and form the basis of this Consent:
WHEREAS, effective April 10, 2024, the City and D.R. Horton — Texas, Ltd. entered into
that certain Community Facilities Agreement on file in the City Secretary's Office as City
Secretary Contract No. 61248 ("CFA"). Under the CFA, D.R. Horton — Texas, Ltd. (defined as
"Developer" for purpose of the CFA) agreed to construct certain specific public infrastructure
improvements ("Improvements") in connection with the development of Lone Star Liberty Trails
Phase IA located on a 153.890-acre tract of land situated in the W. C. Hallmark Survey, Abstract
Number 518, City of Fort Worth, Denton County, Texas and being a portion of that tract of land
(Tract 1) described by deed to DOUBLE R DEVCO LLC, LLC, as recorded in Instrument Number
2022-152979, Official Public Records, Denton County, Texas; and
WHEREAS, Assignor desires to assign all of Assignor's right, title and interest in the CFA
to Assignee;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Assignor and Assignee agree as follows:
The City hereby consents to an assignment by Assignor to Assignee of all right, title and
interest granted to Developer by the CFA effective upon execution of this Consent by the
City, Assignor, and Assignee, and delivery of a development bond to the City as outlined
in Section 6 of this Consent ("Effective Date").
2. The City consents to such assignment expressly upon the promise and covenant by
Assignee, and Assignee promises and covenants to the City, that Assignee will comply
with and assume all duties and obligations of Developer set forth in the CFA.
3. Notwithstanding anything to the contrary herein, Assignee understands and agrees that no
act or omission of Assignor, whether before or after the Effective Date, will serve to
mitigate any event of default set forth in the CFA, or limit or modify City's ability to
terminate the CFA.
City of Fort Worth, Texas OFFICIAL RECORD
Consent to Assignment of City Secretary Contract No. 61248 CITY SECRETARY
Page I of 4 FT. WORTH, TX
4. Notwithstanding anything to the contrary herein, Assignee represents and warrants to the
City that Assignee has made a thorough inspection of the Property and that Assignee
understands and agrees that on and after the Effective Date, Assignee shall be responsible
for ensuring that the condition of the Property is in compliance with all applicable laws,
including environmental regulations.
5. By executing this Consent, the City does not ratify or endorse any agreement or
representation between Assignor and Assignee; grant Assignee any rights greater than
those granted to Developer under the CFA; or consent to any amendment to the CFA.
6. Contemporaneous with the execution of this Consent by Assignee, Assignee has delivered
to the City a development bond acceptable to the City in the amount of $16,698,158.94,
and in the name of Assignee as the Principal, that guarantees Assignee will construct the
Improvements in the CFA and pay all cost of labor, materials and equipment furnished in
construction of the Improvements under the CFA.
7. Assignor, Assignee and City agree, that upon delivery of the development bond by
Assignee to the City and execution of this Consent by the City, the City shall execute a
release of surety to cause the release of the development bond in the amount of
$16,698,158.94 that was provided by Assignor to the City in connection with the CFA.
8. Assignor, Assignee and City agree that the CFA application fee in the amount of $2,300.00
and the estimated administrative material testing fees, water testing lab fees and
construction service inspection fees in the combined amount of $49,530.00 that Assignor
paid to the City in connection with the CFA shall become the property of Assignee and
shall remain on deposit with the City as Assignee's payment of the CFA application fee
and payment of the estimated administrative material testing fees, water testing lab fees,
and construction inspection service fees required by the City. After construction of the
Improvements in the CFA has been completed and the Improvements have been accepted
by the City, the City will reconcile the estimated fees with the actual costs. Any refund
owed of the difference between the estimated fees and the actual cost will be paid by the
City to Assignee. If the estimated fees are less than the actual cost, the Assignee shall pay
the difference to the City.
9. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the CFA.
10. The CFA is in full force and effect and has not been modified, supplemented, or amended
in any way unless specifically set forth herein.
11. On and after the Effective Date, all notice which is required or desired to be sent to
Developer under the CFA shall be delivered to the following:
D.R. Horton — Texas, Ltd.
6751 North Freeway
Fort Worth, Texas 76131
City of Fort Worth, Texas
Consent to Assignment of City Secretary Contract No. 61248
Page 2 of 4
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below:
The City:
CITY OF FORT WORTH
Dana out-hdoff
Dana Burghdoff (May 202422:12CDT)
Dana Burghdoff
Assistant City Manager
Date: May 23, 2024
Recommended by:
Bichson Nguyen
Contract Compliance Specialist
Development Services Department
Approved as to Form & Legality:
Richard McCracken (May 23, 2024 16:07 CDT)
Richard A. McCracken
Sr. Assistant City Attorney
No M&C Required
Form 1295: N/A
Contract Compliance Manager:
By signing, I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including all
performance and reporting requirements.
Rebecca Owen (May 23, 202411:54 CDT)
Rebecca Owen
Development Manager
ll
Dny
Q�Rr ➢ad
ATTEST: �e
�o
Jannette Goodall
City Secretary
OFFICIAL RECORD
City of Fort Worth, Texas
CITY SECRETARY
Consent to Assignment of City Secretary Contract No. 61248
FT. WORTH, TX
Page 3 of 4
Assignor:
D.R. Horton — Texas, LTD.,
a Texas limited partnership
By: D.R. Horton Inc.,
a Delaware Corporation,
its authorized agent
Justin Bosworth
Assistant Secretary
Date:
City of Fort Worth, Texas
Consent to Assignment of City Secretary Contract No. 61248
Page 4 of 4
Assignee:
Forestar (USA) Real Estate Group Inc.
Name: Mark Wa cer
Title: Executive Vice President and Chief
Operating Officer
Date: 5 v �• 2 T
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX