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HomeMy WebLinkAboutContract 61514-CA1City of Fort Worth, Texas Consent to Assignment of City Secretary Contract No. 61514 Page 1 of 4 City Secretary Contract Number CONSENT TO ASSIGNMENT OF COMMUNITY FACILITIES AGREEMENT (CITY SECRETARY CONTRACT NO. 61514) This CONSENT TO ASSIGNMENT OF COMMUNITY FACILITIES AGREEMENT (CITY SECRETARY CONTRACT NO. 61514) (“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 June 6, 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. 61514 (“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 at Liberty Trails Phase 1B 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: 1. 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 Consent to Assignment of City Secretary Contract No. 61514 Page 2 of 4 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 $5,901,563.22, 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 $5,910,000.00 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 $26,180.00 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. Forestar (USA) Real Estate Group Inc. 6751 North Freeway 2221 E Lamar Blvd, Ste. 790 Fort Worth, Texas 76131 Arlington, TX 76006 City of Fort Worth, Texas Consent to Assignment of City Secretary Contract No. 61514 Page 3 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 Burghdoff Assistant City Manager Date: Recommended by: Dwayne Hollars Contract Compliance Specialist Development Services Department Approved as to Form & Legality: 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 Development Manager ATTEST: Jannette Goodall City Secretary City of Fort Worth, Texas Consent to Assignment of City Secretary Contract No. 61514 Page 4 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: ______________ Assignee: Forestar (USA) Real Estate Group Inc. Name: Stephen Brim Title: Vice President Investments & Development Date: