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Home My WebLink AboutContract 29230 COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No.,�qm(� WHEREAS, SO#7, L. P., hereinafter called "Developer", desires to make certain improvements to The South of Seventh (S07) Addition, an addition to the City of Fort Worth, Texas; and WHEREAS, the said Developer has requested the City of Fort Worth, a municipal corporation of Tarrant and Denton Counties, Texas, hereinafter called "City", to do certain work in connection with said improvements. NOW, THEREFORE, KNOW ALL BY THESE PRESENTS: That said Developer, acting herein by and through Ken Hughes, its duly authorized sole General Partner, and the City, acting herein by and through Marc Ott, its duly authorized Assistant City Manager, for and in consideration of the covenants and conditions contained herein,do hereby agree as follows: I. General Conditions A. As used herein, "public infrastructure' shall mean waterlines, fire lines, and sanitary sewer mains, streets, storm drainage, street lighting, street name sign, the right-of-way crossing over railroad property, valley detention pond, and sanitary sewer lift station as shown of Exhibits A through M attached hereto and incorporated herein for all purposes. B. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, is hereby incorporated into this Community Facilities Agreement ("Agreement") as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder. C. The requirements of the Policy shall govern this Agreement, provided, however, that any conflict between the terms of this Agreement and the Policy shall be resolved in favor of this Agreement. D. Developer and City previously executed an Economic and Community Development Agreement ("ECDA"), effective as of May 15, 2003, related to The South of Seventh (S07) Addition. The ECDA is incorporated herein by reference for all purposes. Any conflict between this Agreement and the ECDA shall be resolved in favor of the ECDA. E. Developer shall provide a letter of credit in the amount of$2,200,000 from a financial institution meeting the requirements of paragraph 6.B.d of Section H, of the Policy as a financial security to guarantee Developer's obligations hereunder. F. The Developer shall award all contracts for the construction of community facilities in accordance with Section II,paragraph 7 of the Policy. G. The contracts for the construction of the public infrastructure shall be administered in conformance with paragraph 8, Section II, of the Policy. H. Subject to paragraph 4.1 of the ECDA, City participation for all public infrastructure shall be the lesser of(i) $940,000 or (ii) ten percent (10%) of the cost of Phase I Improvements as defined in the ECDA. City participation shall become due and payable to the Developer upon (i) the completion of the public infrastructure contemplated by this Agreement, (ii) the Developer complying with its obligations contained in paragraph 4.1 of the ECDA, and(iii) completing the Phase I Improvements. I. DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY BIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO,ARISE OUT OF OR BE OCCASIONED BY (i) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, (ii) THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED PURSUANT TO OR ON ACCOUNT OF THIS COMMUNITY FACILITIES AGREEMENT SOUTH OF SEVENTH Page 2 of 2 AGREEMENT BY DEVELOPER, ITS CONTRACTORS (OTHER THAN THE CITY), SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR ON ACCOUNT OF ANY FAILURE TO PROPERLY SAFEGUARD SUCH WORK; OR (iii)ANY NEGLIGENT ACT OR OMISSION OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN TIIE CITY) OR SUBCONTRACTORS, RELATED TO THE PROJECT, AS THAT TERM IS DEFINED IN THE ECDA, OR THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE 17VDEMVITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LLABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND TUE CITY, RESPONSIBILITY, IF ANY, SHALL BE APPROR TIONED COMPARA77VELYINACCORDANCE KIIH THE LAWS OF THE STATE OF TEXAS, J. DEVELOPER FURTHER AGREES TO REQUIRE ITS CONTRACTORS (OTHER THAN THE CITY) TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIM[TED TO, THOSE FOR PROPERTY DAMAGE OR LOSS ANVIOR PERSONAL INJURY, INCLUDDJ NG DEATH, THAT MAY RELATE TO,ARISE OUT OF OR BE OCCASIONED BY rz) THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED PURSUANT TO OR ON ACCOUNT OF THIS AGREEMENT OR ANY AGREEMENT BETWEEN DEVELOPER AND ITS CONTRACTORS, AND ANY SUBCONTRACTORS, OFFICERS,AGENTS OR EMPLOYEES OF SUCH CONTRACTORS, COMMUNITY FACILTPIES AGREEMENT SOUTH OF SEVENTH Page 3 of 3 OR ONACCOU.NT OFANYFAILURE TO PROPERLYSAFEGUARD SUCH WORK; OR (ii) ANY NEGLIGENT ACT OR OMISSION OF SUCH CONTRACTORS, THEIR OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, OR SUBCONTRACTORS, RELATED TO THE PROJECT, AS THAT TERM IS DEFINED I7V THE ECDA, OR THE PERFORMANCE OF THIS AGREEMENT. K. TO THE EXTENT THAT DEVELOPER FAILS TO REQUIRE A CONTRACTOR TO PROVIDE THE LVDEA17VIFICATION AS REQUIRED ABOVE IN PARAGRAPH (H), AND TO THE EXTENT THAT SUCH INDEUMFICATION WOULD HAVE APPLIED TO ANY LAWSUITS, ACTIONS OR CLAIMS IF NOT FOR THE FAILURE OF DEVELOPER TO MEET SUCH REQUIREMENT, DEVELOPER AGREES TO FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS ANDIOR PERSONAL INJURY, LNCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED PURSUANT TO OR ON ACCOUNT OF THIS AGREEMENT OR ANY AGREEMENT BETWEEN DEVELOPER AND ITS CONTRACTORS, AND ANY SUBCONTRACTORS, OFFICERS,AGENTS OR EMPLOYEES OF SUCH CONTRACTORS, OR ON ACCOUNT OF ANY FAILURE TO PROPERLY SAFEGUARD SUCH WORK, OR (ii) ANY NEGLIGENT ACT OR OMISSION OF SUCH CONTRACTORS, THEIR OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, OR SUBCONTRACTORS, RELATED TO THE PROJECT, AS THAT TERM IS DEFINED IN THE ECDA, OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL COMMUNITY FACHMES AGREEMENT SOUTH OF SEVENTH Page 4 of 4 NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF J017VT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND THE CITY, RESPONSIBILITY, IF ANY, SHALL BEAPPRORTIONED COMPARATIVELYINACCORDANCE WITH THE LA WS OF THE STATE OF TEX4 S. L. Developer shall install or adjust all of the required utilities to serve the development or to construct the improvements required herein. M. Developer agrees that no lot shall be occupied under a certificate of occupancy until the improvements required herein have been constructed. (Article 104.100, Ordinance 7234) N. Developer hereby releases and agrees to indemnify and hold the City harmless for any- inadequacies in the plans, specifications and cost estimates supplied by the Developer for this contract. O. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer required to construct the community facilities contemplated by the Agreement as shown in the exhibits attached hereto. P. Developer agrees to construct the proposed Public Infrastructure improvements as shown on the exhibits attached hereto. The following exhibits are made a-part hereof: Exhibit A Vicinity Map Exhibit B Water Improvements Section B Exhibit C Water Improvements Section A Exhibit D Sewer Improvements Section B Exhibit E Sewer Improvements Section A Exhibit F Street Improvements Section B Exhibit G Street Improvements Section A Exhibit H Storm Drain Improvements Section B Exhibit I Storm Drain Improvements Section A Exhibit J Street Light Improvements Section B Exhibit K Street Light Improvements Section A Exhibit L Franchise Utilities Exhibit M Landscape and Irrigation COMMUNITY FACILITIES AGREEMENT SOUTH OF SEVENTH Page 5 of 5 II. Water and Sewer Facilities A. Developer shall install the proposed water line(s), fire line(s) and/or meters as shown on Exhibits B and C. The City agrees to record the location of each said service line in respect to the corner of the lot served, and to retain said records in its possession. B. Developer shall install sanitary sewer mains as shown on Exhibits D and E. The City agrees to record the location of each said service line in respect to the corner of the lot served, and to retain said records in its possession. III. Street and Storm Drain Facilities A. The Developer agrees to install or to cause to have installed, the street, storm drainage, street lighting, street name sign and other community facilities improvements as shown on the attached Exhibits F, G, H, I, J, K, L and M. IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be executed in quadruplicate in its name and on its behalf by its Assistant City Manager, attested by its City Secretary,with the corporate seal of the City affixed, and said Dev open has executed this instrument in triplicate, at Fort Worth, Texas this the St}`day of I)nnz LVVJ. Approval Recommended: Water Department Transportation and Public Works Department Maebel Brown, P. E. Rob Goode, P. E. Acting Director Director ATTEST: City yFortWorth B COMMUNITY FACILITIES AGREEMENT SOUTH OF SEVENTH Page 6of6 Contract Authorization Date Gloria Pearson Marc Ott City Secretary Assistant City Manager Approved as to Form: Assistant:Nty Attorney ATTEST: REVEL S07'7 1, L.P By ;l' Y V11 — Vs�u es Sole General Partner COMMUNITY FAC=ES AGREEMENT SOUTH OF SEVENTH Page 7 of WE SENBi)��?Gcp I? D K(EL Q) < z Z. =c—, -___ ____ G 6TH cr- < 7TH -1 jjj Trinity Pork T�-x s z ry :)R TON p m :F, �Y'l w 7711 "Nf R-Eos < 's, L) "I P s il 0 fit i I i a JEC-LT r } IV 1 0 GRAN CKE 'q y � DAGOCTT DA dot,GE T T' fir z BRC)AI�WAY LIJ ,OA WAY B� 9 i 11 Trini'ty Park 7- H Lo X- E�)-A� Tuc�t!-m ely- ANI T -'A N b 7 �_C N ON e) 1-171)DA TER....., ER L UMR0 T* C_ k4 OR TN' 0 PULA KI Hl C)D V) LLJ A IRWIN -1 L) C)l R Mll �MSTLE'�C)E LL :_ Itirn�-M,_� L-,I - k L Q�y Tj R T MAD Y VICINITY MAP 7 ADDITION DUNAWAY MSOMM, ine. leffoDgm - PLANNER! - otmvmovm lrowr "Mv. Tam QA!j cn C4 1 cc CIL CC) ic ---LACL Q3 LLJ LQ ZZ MEE coi X,4 I Let vi 69$ 44 L'I Ln t oc Ny lk z Tj 0 7 Ln zz LO r L4 Ij Lj V5 6 1., CL Coo L14 O vi N G cc LLj It ZI/ J El L'i CL zz 4A jr 44 XL It ;14 JZ� w LU r rt Z I CL co W Or CL Wit ' j! -!L i El,0 50 FT i a o � ..... ...... ... r� 3 11 77tt +t y4 1 I I I � k I t r All ti ev I�CL U iii 4L I cT 1. ry 94.1cl. E-- aI jam„ fJj y it if ci k k CL At-- D p Ll MEM V) aLU LU CL Ln LO A.y, Lj is Q� Ir ztz Z4 Ij em L tz tZ k4 tj 1;3 R JOA.f la LIO.J.Ifd J- .mvmmw� Eli ILI Z-11 i IL LL Uj Is i E k4 -Nf TexasBank Mik October 1, 2003 City of Fort Worth, Texas 1000 Throckmorton Fort Worth, Texas 76102 Attn: Mr. Reid Rector Re: S07#1, L.P.; TexasBank; Letter of Credit No. 651 Mr. Rector: As you know, TexasBank(the "Bank")has agreed to finance, in part, residential lot development (the "Project") of real property described in Exhibit "A" attached to this correspondence (commonly referred to as "The South of Seventh rS071 Addition") by extending to S07#1 , L.P. (the "Borrower") a loan (the "Loan") in the amount of $3,953,000.00. The City of Fort Worth (the "C 1 ity") requires that the Borrower include as part of the Project water and sewer improvements, street improvements, storm drain improvements, street lighting, and similar infrastructure customary for a residential development (the "Infrastructure"). In order to ensure that the Infrastructure is provided and completed as required, the City has requested that the Borrower's Infrastructure performance be supported by a standby letter of credit issued by the Bank, for the benefit of the City, in the original face amount of$2,200,000.00 (the "Letter of Credit"). The Bank has issued such Letter of Credit and a copy of such is attached to this correspondence as Exhibit "B"; provided, however, the parties agree that the Borrower and the Bank are not affiliated in any manner and the Bank is not responsible for the Borrower's completion of the Project except as set forth in this correspondence and the Letter to Credit. The purpose of this correspondence is to outline the parties' understanding regarding three important conditions to the Bank's agreement to issue the Letter of Credit, notwithstanding any language to the contrary contained in the Letter of Credit. For purposes of this letter, the term "Infrastructure Advance" means an advance by the Bank under the Loan to finance the construction of the Infrastructure as required by the City. 1. The first condition is that each Infrastructure Advance which is paid by the Bank and received by the general contractor will constitute an automatic reduction in the face amount of the Letter of Credit and, in turn,a reduction in the amount the City can draw under the Letter of Credit. As Infrastructure Advances are made by the Bank,the Bank will notify the City that the Letter of Credit has been amended and the face amount of the Letter of Credit has been reduced by the amount of each such Infrastructure Advance. The City does not need to respond to such notification for the amendment to the Letter of Credit to become effective. 1 (10/21103) October 1, 2003 Page 2 2. The second condition is that notwithstanding anything to the contrary in the Letter of Credit or in any other document to which the Bank, the Borrower, or the City may be a party, the Bank's maximum liability, in the aggregate, under the Letter of Credit and the Loan is$3,953,000.00. In other words,the Bank shall not be required by the Borrower, or the City, or any other party to advance more than $3,953,000.00, in the aggregate, under the Loan and the Letter of Credit, collectively. The proceeds of any draw under the Letter of Credit must be used to complete the Infrastructure. 3. The third condition involves what is referred to as the "Phase I Reimbursement" in the Economic and Community Development Agreement between the City and the Borrower. The City agrees that when the Phase I Reimbursement is eligible for distribution, and the Borrower has executed and delivered to the City an Assignment in the form of Exhibit "C,"the Phase I Reimbursement will be paid directly to the Bank for application to the unpaid balance of the Loan. If the foregoing accurately reflects our mutual understanding, please sign below and return the original of this correspondence to the undersigned. THE BALANCE OF THIS PAGE IS LEFT INTENTIONALLY BLANK. THE SIGNATURES OF THE PARTIES BEGIN ON THE FOLLOWING PAGE. 2 TEXASBANK By: �iz� tb' Charles Yager, PosiAnt Medical District CITY OjFORT WORT By: Na e: Title: Date: Reviewed and Agreed: S07#1, L.P. By: SO GP I L s General Partner " r B - Nam c Title: .01 365947.9 '.,UnV!)al(INV WHOA 01 SV(13AO)IddY 3 Exhibit "A" `TRACT 3 Being a tract of land situated in the J.M.C. Lynch Survey, Abstract No. 955, Tarrant County, Texas and being part of the land described in the deed to Trinity Park Center II Joint Venture, recorded in Volume 8621, Page 2185, Deed Records, Tarrant County, Texas, and being part of the land described in the deed to Trinity Park Center II Joint Venture, recorded in Volume 8911, Page 691, Deed Records, Tarrant County, Texas and being more particularly described . by metes and bounds as follows: COMMENCING at a 1/2" iron rod found at the northeast corner of a 2.496 acre tract of land described in said deed to Trinity Park Center II Joint Venture, recorded in Volume 8621, Page 2185, said Deed Records, being in the West right-of-way line of the St. Louis, San Francisco and Texas Railway Company Line, and being South 89 degrees 50 minutes 09 seconds West, 107.75 feet and South 22 degrees 04 minutes 58 seconds West, 449.80 feet from a galvanized spike found at the Northwest corner of a 11.859 acre tract described in said deed to Trinity Park Center II Joint Venture, recorded in Volume 8621, Page 2185, said Deed Records, and in the South right-of-way line of West Seventh Street (a 100' right-of-way) ; THENCE South 22 degrees 04 minutes 58 seconds West, along the East line of said 2.496 acre tract and the West right-of-way line of said St. Louis, San Francisco and Texas Railway Company Line, a distance of 573 .94 feet to a 5/8 inch iron rod with yellow cap marked "Dunaway Assoc. Inc" set (hereinafter called 5/8 inch iron rod set) , for the POINT OF BEGINNING; THENCE South 22 degrees 04 minutes 58 seconds West, 271.98 feet to a 5/8 inch iron rod set at the beginning of a curve to the left having a central angle of 03 degrees 50 minutes 00 seconds, a radius of 1711.70 feet and a chord bearing and distance of South 20 degrees 09 minutes 58 seconds West, 114. 50 feet, from which a 1/2 inch iron rod found bears South 84 degrees 55 minutes 23 seconds East, 0.26 feet; THENCE in a southwesterly direction, along the east line of said 2.496 acre tract and the West right-of-way line of said St. Louis, San Francisco and Texas Railway Company Line, and along said curve to the left, an arc length of 114. 52 feet to a 5/8 inch iron rod set in the North right-of-way line of Lancaster Avenue; THENCE North 88 degrees 52 minutes 21 seconds West, leaving said East line of said 2.496 acre tract and the West right-of-way line of said St. Louis, San Francisco and Texas Railway Company Line, along the said North right-of-way line of Lancaster Avenue, at 111.27 feet passing a 5/8 inch iron rod found, in all 343.00 feet to a 5/8 inch iron rod set; THENCE North 00 degrees 00 minutes 21 seconds West, leaving said North right-of-way line of Lancaster Avenue, 74.91 feet to a 5/8 inch iron rod set; THENCE South 89 degrees 59 minutes 39 seconds West, 20. 00 feet to a 5/8 inch iron rod set; THENCE North 00 degrees 00 minutes 21 seconds West, 49.99 feet to a 5/8 inch iron rod set; THENCE North 89 degrees 57 minutes 39 seconds East, 12.32 feet to a 5/8 inch iron rod with red cap marked "Curtis" found; THENCE North 00 degrees 00 minutes 21 seconds West, a distance of 540.02 feet to bois d'arc stake found in the South line of a tract of land described in the deed to Foch St. , LP, recorded in Volume 14952, Page 135, said Deed Records;_ THENCE North 89 degrees 59 minutes 39 seconds East, along the South line of said Foch St. , LP tract and then along the South line of Lot 1, Block 1, Seventh Street Station, an Addition to the City of Fort Worth, according to the plat recorded in Cabinet A, Slide 4296, Plat Records, Tarrant County, Texas, 362.68 feet to a 5/8 inch iron rod set; THENCE South 00 degrees 00 minutes 21 seconds East, 312 .22 feet to a 5/8 inch iron rod set; THENCE North 89 degrees 59 minutes 39 seconds East, 129. 69 feet to the POINT OF BEGINNING and CONTAINING 262, 991 square feet or 6.037 acres. t. CTexas, Exhibit 1111311 AW A MA • October 1, 2003 Letter of Credit No. 651 City of Fort Worth 1000 Th rockmorton Fort Worth, Texas 76102 Attn: Mr. Reid Rector City of Fort Worth: At-the request of S07#1, L.P., hereinafter referred to as Developer" in connection with the development of S07#1, L.P., City of Fort Worth, County of Tarrant, State of Texas pursuant to the terms of the Community Facilities Agreement("CFA")for such development (the "Project") TexasBank ("Bank") hereby establishes an Irrevocable Letter of Credit ("Credit") in favor of City of Fort Worth ("Beneficia ") for a sum not exceeding the aggregate amount of TWO MILLION TWO HUNDRED THOUSAND AND NO1100 DOLLARS ($2,200,000.00). These funds shall be made available by Beneficiary's drafts drawn on Bank at 1600 West Rosedale, Fort Worth, Texas 76104 (or such other address that Bank may provide Beneficiary with written notice of in the future) and accompanied by the signed written statements or documents indicated below. Drafts and said signed written statements and documents must be presented to Bank during regular business hours, on any Business Day, only in person, by mail, or by express delivery service. "Business Day" means any day on which banks located in Fort Worth, Texas, are not authorized or required to close. ' 1. Draft Terms and Conditions. Bank shall honor the drafts submitted by Beneficiary under the following terms and conditions: (a) presentation of the original Credit(as modified below)to Bank; (b)a signed statement by Beneficiary stating that S07#1, L.P. has failed to complete construction of the Project in accordance with the CFA or has failed to make payment to its contractors for work performed on the Project; and (c) the amount drawn does not exceed the availability under the Credit as reduced according to the CFA and the letter agreement of even,date with this Credit,among Bank, Beneficiary, and Developer. Upon Bank's honor of such drafts and payment to Beneficiary, Bank, once the full amount of credit available under this Credit has been drawn, shall be fully discharged of its obligations underthis Credit and shall not thereafter be obligated to make any further payments under this Credit to Beneficiary or any other person or entity. Beneficiary shall have no recourse against Bank for any amount paid under this Credit after Bank honors any draft or other document which complies strictly with this Credit, and which on its face appears otherwise in order but which is signed, issued, or presented by any party or under the name of any party Irrevocable Letter of Credit Page 2 purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as Beneficiary. Beneficiary shall return to Bank any funds received by Beneficiary in excess of the Credit's maximum drawing amount. 2. Use Restrictions. All drafts must be marked "DRAWN UNDER IRREVOCABLE LETTER OF CREDIT NO. 651 DATED OCTOBER 1 , 2003." Only Beneficiary may complete a draft and accompanying statements or documents required by this Credit and make a draw under this Credit. Partial draws are permitted under this Credit. If partial draws are permitted under this Credit, a copy of this Credit must accompany each draft with the original Credit accompanying the final draft. Bank's honor of a draft shall automatically reduce the amount of credit available under this Credit by the amount of the draft. 3. Expiration Date. This Credit shall expire ("Expiration Date") upon the earlier of (a) 12:00 p.m., Fort Worth, Texas time, on October 1, 2004, and all drafts and accompanying statements or documents must be presented to Bank on or before that date and time; or(b)the day that Bank honors a draw under which the full amount of this Credit is drawn. 4. Assignment or Transfer. This Credit shall be nontransferable, except for: (a) a transfer by direct operation of law to the original Beneficiary's administrator, executor, bankruptcy trustee, receiver, liquidator, successor, or other representatives at law; and (b)the first immediate transfer by such legal representative to a third party after express approval of the applicable governmental body {judicial, administrative, or executive). 5. Timing of Dishonor. To the extent not prohibited by law, Bank shall be entitled to honor or dishonor any draft submitted in connection with this Credit within five (5) calendar days not counting the day Bank receives the draft. Although Bank shall be entitled to honor a draft subsequent to the Expiration Date, Beneficiary shall not be entitled to submit a draft or provide Bank with any documents in support of a draft after the Expiration Date. If Bank fails to make payment on the appropriate payment date because of an Act of God or other act beyond the control of Bank, the amount of the payment will automatically be increased by a daily amount of interest equal to the per them rate that is derived from the Prime Rate set forth in The Wall Street Journal from time to time, as applicable, for each day that the payment is delayed and Bank's sole obligation and liability shall be to make the payment due together with the additional interest computed as provided above. 6. Modification. This Credit sets forth in full the terms of Bank's undertaking. A modification or waiver of any of Bank's or Beneficiary's obligations or rights under this Credit must be contained in writing signed by Bank. A waiver on one occasion shall not constitute a waiver on any other occasion. Irrevocable Letter of Credit Page 3 7. Compliance Burden. Under no circumstances shall Bank be held responsible for any impossibility or other difficulty in Beneficiary achieving strict compliance with the requirements of this Credit. Beneficiary understands and acknowledges that (a) unless and until the present wording of this Credit is amended with Bank's priorwritten consent,the burden of complying strictlywith such wording remains solely upon Beneficiary, and (b)Bank is relying upon the lack of such amendment as constituting Beneficiary's initial and continued approval of such wording. 8. Non-Severability. If any aspect of this Credit is ever declared unenforceable for any reason by any court or government body having jurisdiction, Bank's entire engagement under this Credit shall be deemed null and void, and both Bank and Beneficiary shall be restored to the position each would have occupied with all rights available as though this Credit had never occurred. This non-severability provision shall override all other provisions in this Credit, no matter where such provision appears within the Credit's body. 9. Choice of Law/Jurisdiction. This Credit shall be governed by the laws of the State of Texas to the extent not governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and to the extent such laws are not inconsistent with the terms of this Credit. VENUE OF ANY LITIGATION INVOLVING THIS CREDIT MUST BE MAINTAINED IN A COURT OF COMPETENT JURISDICTION LOCATED IN TARRANT COUNTY, TEXAS, WHERE THIS CREDIT IS PERFORMABLE. Sincerely, TEXASBANK Charles Yag Medical District Banking Center President 373458.4 Exhibit "C" ASSIGNMENT FOR VALUE RECEIVED o I I (-. P - .("Assignor"), hereby assigns to T7,-'ZA-& 13Akii:41 ("Assignee")all right, title and interest in and to any and all sums of money now due or to become due from the City of Fort Worth under City Secretary Contract/Purchase Order Number This assignment is irrevocable. M- Dated the day of 12003. UU6' 2Leffinl Comp /CO /Entity Name By: Title: NOTARY ACKNOWLEDGMENT On the Z2 171/ day of 12oZr � 2003, personally appea red y 4-(j6,m3.k who acknowledged to me t (s)he is i6e act=-- iitajzz4*e- ,P L-4 of S03tit-t , t- - and t # (s a cuted this document for the purposes and consideration contained herein. S r76ff4eerof Company �I SUBSCRIBED TO before me on this �22",day of � 2003. �2 SYDNEY TONEY I Notary Public,State of Texas "N—otary Pdblic in iih'd for thi6/State of -7-e�A�a My Commission Expires May 09, 2006 My Commission Expires: 2f6t, g gas CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment by (Assignor), to (Assignee), of all funds due or to become due under City Secretary Contract/Purchase Order Number FORM AND LEGALITY: TH Cl FO TH oxll� By CITY /ASSISTANT ASST. CITY ATTOffY CITY MANAGOIASOSISTANT DATE: City of Fort Worth, Texas Mayor, and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 1128/03 C-19464 � 17ENHANCED � 1 of 2 SUBJECT ENHANCED COMMUNITY FACILITIES AGREEMENT WITH S07#1, L.P., FOR THE INSTALLATION OF COMMUNITY FACILITIES FOR THE SOUTH OF SEVENTH (S07) ADDITION RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Enhanced Community Facilities Agreement in the amount of $940,000 with So7#1, L.P. (the Developer) for the installation of community facilities for the South of Seventh (So7) Addition. DISCUSSION: On August 14, 2001, the City Council approved the Developer's request to rezone the 25 acre So7 site to MU-2 (ZC-01-01 1). On April 18, 2002, the Plan Commission approved a preliminary plat (PP-02- 022) of the site. The final plat has been submitted to City staff for review. This project has been selected by the North Central Texas Council of Governments for inclusion in the Transportation-Land Use Joint Venture Grant Program. Pursuant to an Economic Development Program Agreement, the City will contribute new development funds to the So7 project. The proposed Enhanced Community Facilities Agreement will address the first phase of the project, which consists of the construction of a main entry road (Museum Way) and related improvements, construction of infrastructure for 60 townhome lots and related improvements to the site. The community facilities to be constructed under this agreement include: • Water and sewer with related construction inspection fees; and • Streets, storm drainage, traffic signal modifications, street lights, street name signs, landscape amenities, franchise utilities, engineering design and related construction inspection fees; and • Signalization for a four-quadrant gate system and modifications to the railroad crossing signalization at the existing crossing of the Fort Worth and Western Railroad at West Seventh Street in accordance with Ordinance No. 14935 related to quiet zones, and a concrete grade crossing and quiet zone for the planned crossing of the Fort Worth and Western Railroad at Museum Way. The total costs for the above public infrastructure is $3,257,610. The Developer's share of all infrastructure improvements is $2,317,610. The City's share shall not exceed $940,000 from the New Development Fund. This development is located in COUNCIL DISTRICT 8. ON of Fort Worth, Texas Mayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 17ENHANCED 2 of-2 1/28/Al 0 C-19454 SUBJECT ENHANCED COMMUNITY FACILITIES AGREEMENT WITH S07#1, L.P., FOR THE INSTALLATION OF COMMUNITY FACILITIES FOR THE SOUTH OF SEVENTH (S07) I ADDITION FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the Critical Projects Fund. RR:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Reid Rector 6140 Originating Department Head: Tom Higgins 6192 (from) APPROVED 2/4/03 C116 541200 020116136360 $851,645.88 Additional Information Contact: C116 531200 020116136360 $ 48,141.87 C116 541200 020116136801 $ 32,500.00 -1, C116 541200 020116136802 1 $ 875.00 Christine Maguire 8187 C116 541200 020116095219 $ 6,837.25