HomeMy WebLinkAbout024912 - Construction-Related - Contract - Hillwood Services, L.P., through Hillwood Development CorporationCOMMUNITY FACILITIES AGREEMENT
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THE STATE OF TEXAS 6 City Secretary
COUNTY OF TARRANT 6 Contract No. I1' /)—
WHEREAS, Hillwood Services L.P., a Texas Limited Partnership, by and
through Hillwood Development Corporation, hereinafter called "Developer",
desires to make certain improvements to Columbus Heights, Phase I, previously
known as Hulen Heights, Phase I, 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 Denton and Tarrant Counties, Texas, hereinafter called
"City", to do certain work in connection with said improvements;
NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:
e,EA r I��I LI
That said Developer, acting herein by and throughits duly
authorized Vice President and the City, acting herein by and through Mike
Groomer, its duly authorized Assistant City Manager, for and in consideration of
the mutual terms and covenants contained herein agree as follows, to -wit:
u �!DCog G' CO c�
COFf cECG1MIA O
SECTION ONE
COMMUNITY FACILITIES AGREEMENT
to install
WATER AND SEWER SERVICES
for
CO1.UMBUS HEIGHTS PHASE I
A. The City agrees to permit the Developer to let a contract for, in accordance
with its accepted practices, ordinances, regulations, and the provisions of
the City Charter, and subject to the requirements of the City's Charter, and
subject to the requirements of the City's Policies and Regulations - for
Installation of Community Facilities, all as current at the time of installation:
WATER FACILITIES serve the lots as shown on the attached Exhibit A
and SANITARY SEWER FACILITIES to serve the lots as shown on the
attached Exhibit A-1 all in accordance with plans and specifications to
be prepared by private engineers employed by the Developer and
approved by the Water Department.
B. The City agrees to allow the Developer to install, at his expense, at the
time all other water mains in this addition are installed, a service line for
each lot as shown on the attached Exhibit A . The estimated cost, of
these service lines is $_98.700. 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.
C. The construction cost of the water facilities herein concerned, exclusive of
service lines and engineering is estimated to be Two Hundred Ninety
Thousand, Six Hundred Fifty Dollars ($290,650).
D. The City agrees to allow the Developer to install, at his expense, at the
time all other sanitary sewer mains in this addition are installed, a service
line for each lot as shown on the attached Exhibit A-1 . The estimated
cost of these service lines is $ 84,600. 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.
E. The construction cost of the sanitary sewer facilities to be installed
hereunder, exclusive of service lines and engineering, is estimated to be
Four Hundred Fifty -One Thousand. Two Hundred Forty Dollars
($451,240).
I-1
PROJECT NAME: COLUMBUS HEIGHTS PHASE I
F. Prior to allowance of the construction contract by Developer, the Developer
agrees to provide acceptable financial guarantee to the city for 100 percent
of the construction of the construction costs along with payment of any
Ordinance costs and fees that are applicable. Prior to the award of the
construction contract by the City or the commencing of any work by the
City or its contractors, the Developer agrees to pay to the City:
(1) (a) One Hundred percent (100%) of the Developer's cost of all water
and sanitary sewer facilities within the development, exclusive of
engineering and service costs, sized to provide water and sanitary sewer
service within the development.
(b) One hundred percent (100%) of the Developer's cost of all
approach water and sanitary sewer facilities outside the limits of the
development sized to provide water and sanitary sewer service to the
development.
(c) One hundred percent (100%) of the Developer's cost of any
approach water main facility or water facility within the development that is
8 -inches in size for non -industrial development and 12 -inches in size for
industrial development.
(d)One hundred percent (100%) of the Developer's cost of any
approach sanitary sewer main facility or sanitary sewer facility within the
development that is 8 -inches in size.
(2) . An additional ten percent (10%) of the total of the Developers cost
of these water and sanitary sewer facilities, exclusive of cost of service
lines, is required for design engineering if such engineering is performed
by the City at the Developer's request.
(3) One hundred percent (100%) of the Developer's cost of all service
lines, estimated under 1-B and 1-D above, in accordance with the
provisions of the current Fort Worth City Code.
(4) A construction Inspection Fee equal to two (2%) of the Developer's
actual cost share of the construction cost (including all services) of the
water and/or sanitary sewer facilities.
G. The distribution of estimated construction cost between the City and the
Developer, as per paragraph 1-F above, for all water and sanitary sewer
facilities to be constructed hereunder is estimated as follows:
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PROJECT NAME: COLUMBUS HEIGHTS PHASE I
(1) WATER FACILITIES:
Estimated
**
Developer
Estimated
Total
Cost
City Cost
Cost
(a) Mains, Within
Development
$ 290,650.00
$ -0-
$290,650.00
Approach
$ -0-
$ -0-
$ -0-
(b) Easements*
$ -0-
$ -0-
$ -0-
(c) Services
282 - single 1")
$ 98,700.00
$ -0-
$ 98,700.00
(d)Park Participation
$, -0- -
$ -0-
$ -0-
Sub-Totals, Water
$ 389350.00
$ -0-
$389,350.00
(2) SANITARY SEWER FACILITIES:
(a) Development
$ 425,680.00
$ -0-
$
425,680.00
Approach
$ -0-
$25,560.00
$
25,560.00
(b) Easements *
$ -0-
$ -0-
$
-0-
(c) Services (282 -4")
$ 84,600.00
$ -0-
$
84,600.00
(d)Park Participation
$ -0-
$ -0-
$
-0-
Sub-Totals, Sewer
$ 510,280.00
$25,560.00
$
535,840.00
(3) TOTAL
CONSTRUCTION COST:
$ 899,630.00
$25,560.00
$
925,190.00
(4) CONSTRUCTION
INSPECTION FEE:
$ 17,993.00
$ 511.00
$
18,504.00
*to be dedicated by the developer.
** see Page 6 for City Cost
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PROJECT NAME: COLUMBUS HEIGHTS PHASE I
H. The above charges do not include any front foot charges for connection to
existing or proposed water and/or sanitary sewer mains constructed or to
be constructed under the provisions of the "APPROACH MAIN OPTION"
as described in Section III of the Policy for the "INSTALLATION OF
COMMUNITY FACILITIES" adopted in September, 1992. These
additional charges are as follows:
1. Applicable to this Contract in the amount of $ N/A.
by Contract No. N/A dated N/A
Applicable CFA Name N/A
Date: N/A Number N/A
I. When water facilities are installed by contract, -installation of water
services will be included as part of the contract. Installation of meter
boxes on those services may be done by the City, after completion of
construction of all relative curb and gutter work on the water facilities
project site, at a cost of $70/$135 per contract -installed charge to be due
and payable prior to issuance of a Work Order on the water facilities
installation contract. The above charges do not apply if the Developer
elects to include meter box installation as part of the contract. However,
meter boxes must conform City standards.
J. Within a reasonable time after completion of the above referenced
facilities to be constructed by contract awarded by the Developer,
provided all conditions for City participation have been met, the City
agrees to pay the Developer the "Estimated City Cost" set out in 1-G
above; provided, however, that said payment shall be calculated using the
actual construction costs and actual service costs under the provisions of
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PROJECT NAME: COLUMBUS HEIGHTS PHASE I
the current Fort Worth City Code, (said payment to be calculated as in 1-
G above), based on actual quantities as reflected in the final estimate paid
to the Contractor by the Developer and on the actual records of cost kept
by the City as a part of its customary procedures. In the event the
difference in the deposit and the actual costs exceeds $25, Developer
agrees to pay to the City and underpayment which said adjustment might
indicate as being due, and the City agrees to pay to Developer any
overpayment.
K. Work hereunder shall be completed within two (2) years from date hereof,
and it is understood that any obligation on the part of the City to make any
refunds with respect to water and/or sanitary sewer facilities shall cease
upon the expiration of two (2) years from date hereof, except for refunds
due from "front foot charges" on water and sanitary sewer mains, which
refunds may continue to be made for a period of ten (10) years
commencing on the date that approach mains are accepted by the
Director. If less than 70% of the eligible collections due to the developer
has been collected, the Developer may request in writing an extension of
up to an additional 10 years for collection of front charges. In the event
water and/or sanitary sewer facilities work is not completed within the (2)
year period, City may, at its election, complete such work at Developer's
expense.
L. It is further agreed and understood that any additional payment required
of Developer is to cover only such additional work and/or materials as
may be made necessary by conditions encountered during construction,
and shall not include any change in scope of the project.
RECOMMENDED:
Lod C. Brbdley, Jr.,
Director
Water Department
Date
I-5
** CITY PARTICIPATION BREAK -DOWN FOR:
COLUMBUS HEIGHTS PHASE I
OVERSIZED SEWER MAIN
(Developer pays up to 8" sewer line; City pays the difference between 15"/8",
12"/8" & 10"/8" sewer line.
Approach:
15"/8" Sewer Line ($34-$22)
1,360 L.F. x $12.00 =
$ 16,320.00
12"I8" Sewer Line ($30-$22)
630 L.F. x $ 8.00 =
$ 5,040.00
10" /8" Sewer Line ($26-$22)
1,050 L.F. x $ 4.00=
$ 4,200.00
Subtotal .
$ 25,560.00
TOTAL CITY PARTICIPATION FOR WATER DEPARTMENT
$25,560.00
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GENERAL REQUIREMENTS
A. It is agreed and understood by the parties hereto that the developer shall
employ a civil engineer, licensed to practice in the State of Texas, for the
design and preparation of plans and specifications for the construction of all
facilities covered by this contract, subject to Paragraph B.
B. For any project estimated to cost less than $10,000 or for any project
designed to serve a single lot or tract, the developer may at his option request
the City to provide the design engineering, and if such request is granted, the
developer shall pay to the City an amount equal to 10 percent of the final
construction cost of such project for such engineering services.
C. In the event the developer employs his own engineer to prepare plans and
specifications for any or all facilities, the plans and specifications so prepared
shall be subject to approval by the department having jurisdiction. One (1)
reproducible set of plans with 15 prints and 35 specifications for each facility
shall be furnished the department having jurisdiction. It is agreed and
understood that in the event of any disagreement on the plans and
specifications, the decision of the Transportation/Public Works Department
Director, and/or Water Department Director will be final.
D. It is further agreed and understood by the parties hereto that upon acceptance
by the City, title to all facilities and improvements mentioned hereinabove shall
be vested at all times in the City of Fort Worth, and developer hereby
relinquishes any right, title, or interest in and to said facilities or any part
hereof.
E. Work hereunder shall be completed within two (2) years from date hereof, and
it is understood that any obligation on the part of the City to make any
obligation on the part of the City to make any refunds with respect to water
and/or sanitary sewer facilities shall cease upon the expiration of two (2) years
from date hereof, except for refunds due from "front foot charges" on water
and sanitary sewer mains, which refunds may continue to be made for a period
of ten (10) years commencing on the date that approach mains are accepted
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by the Director. If less than 70% of the eligible collections due to the
developer has been collected, the Developer may request in writing an
extension of up to an additional 10 years for collection of front charges. If the
construction under the Community Facilities Contract shall have started within
the two-year period, the life of the Community Facilities Contract shall be
extended for an additional one-year period. Community Facility Contracts not
completed within the time periods stated above will require renewal of the
contract with all updated agreements being in compliance with the policies in
effect at the time of such renewal. Developers must recognize that City funds
may not be available to pay all or a portion of the normal City share for
renewal contracts. It must be understood by all parties to the Community
Facilities Contract that any of the facilities or requirements included in the
contract that are to be performed by the developer, but not performed by the
developer within the time periods stated above, may be completed by the City
at the developer's expense. The City of Fort Worth shall not be obligated to
make any refunds due to the developer on any facilities constructed under this
agreement until all provisions of the agreement are fulfilled.
F. PERFORMANCE AND PAYMENT GUARANTEES
1. For Street, Storm Drain, Street Light and Street Name Sign Facilities on
a Non -Assessment Basis:
Performance and Payment bonds or cash deposits acceptable to the City
are required to be furnished by the developer for the installation of
streets, storm drains, street lights, and street name signs, on a non -
assessment basis, and must be furnished to the City prior to execution
of this contract. The performance and payment bonds shall be in the
amount of one hundred percent (100%) of the developer's estimated
share of the cost of the streets, storm drains, street lights, and street
name signs. If the deposit is in the form of cash, the deposit shall be in
the amount of one hundred twenty five percent (125%) of the
developer's estimated cost of the streets, storm drains, street lights,
street name signs, and change orders (during the course of the project).
2. For Paving Assessment:
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Performance and payment bonds or cash deposits, acceptable to the
City are required to be furnished by the developer for one hundred
percent (100%) of the developer's estimated cost resulting from the
paving, drainage, lighting and name signage of border streets on an
assessment paving basis. (Reference Section VI, Item 3, Development
Procedures Manual.) Said performance and payment bonds or cash
deposits must be furnished to the City prior to execution of this
contract.
3. For Water and Sanitary Sewer Facilities:
Performance and payment bonds, or cash deposits, acceptable to the
City are required to be furnished by the developer for the installation of
water and sanitary sewer facilities.
a. Where the developer lets the construction contract for water and
sanitary sewer facilities, performance and payment bonds shall be
deposited, in the amount of one hundred percent (100%) of the
estimated cost of construction, cash deposited shall be in the
amount of one hundred twenty-five percent (125%), as stated in
the construction contract, is required to be furnished simultaneous
with execution of the construction contract.
b. Where the City lets the contract, performance and payment bonds
shall be deposited, in the amount of one hundred percent (100%)
of the estimated cost of construction, as stated in the
construction contract, is required prior to issuance of a work order
by the City.
4. Types of Guarantees:
a. Performance and Payment Bonds: Are required for the
construction of streets, storm drains, street lights, and street
name signs, the following terms and conditions shall apply:
(1) The bonds will be standard performance and payment bonds
provided by a licensed surety company on forms furnished
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by that surety company.
(2) The bonds will be subject to the review and approval by the
City Attorney.
(3) The performance bond shall be payable to the City and shall
guarantee performance of the street, storm drain, street
light, and street name sign construction contemplated under
this contract.
(4) The Payment Bond shall guarantee payment for all labor,
materials and equipment furnished in connection with the
street, storm drain, street light, and street name sign
construction contemplated under this contract.
(5) In order for a surety company to be acceptable, the name of
the surety shall be included on the current U.S. Treasury list
of acceptable sureties, and the amount of bond written by
any one acceptable company shall not exceed the amount
shown on the Treasury list for that company.
b. Cash Deposits: A cash deposit shall be acceptable with
verification that an attempt to secure a bond has been denied,
such deposit shall be made in the Treasury of the City of Fort
Worth. The City of Fort Worth will not pay interest on any such
cash deposit.
(1) At such time that the contract is bid for projects other than
assessment projects, the cash deposit shall be adjusted to
one hundred twenty five percent (125%) of the actual bid
price. No contract shall be awarded and no work order shall
be issued until such adjustment is made.
(2) When a cash deposit is made, the additional twenty-five
percent (25%) beyond the one hundred percent (100%) of
the estimated developer's share represents additional funds
for change orders during the course of the project. This
11-4
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twenty five percent (25%) shall be considered the
developer's change order fund.
(3) If the developer makes a cash deposit with the City, the
developer may make timely withdrawals from the cash
funds in order to pay the contractor and/or subcontractor
based on amount of construction work completed as
approved and verified by the City Engineer or authorized
representative. For projects whose actual total contract
cost is $400,000 or greater, such release of security shall
equal the percentage of work completed for that period
multiplied by ninety-five percent (95%). This percentage
shall be applied to the actual current total contract cost to
determine the amount that may be reduced upon request of
developer. For projects whose actual total contract cost is
less than $400,000, such release of security shall equal the
percentage of work completed for that period multiplied by
ninety percent (90%). This percentage shall then be applied
to the actual current total contract cost to determine the
amount of security that may be reduced upon request of
developer. The remaining security, five percent (5%) for
projects of $400,000 or greater and ten percent (10%) for
projects less than $400,000 together with the remaining
funds from the Developer's Change Order Fund, if any, will
be released to the developer after the project has been
accepted by the City. Partial release of funds shall be
limited to once per month. There shall be no partial release
of funds for projects of less than $25,000. Proof that the
developer has paid the contractor shall be required for partial
releases.
11-5
5. Purpose, Term and Renewal of Guarantees:
a. Performance and payment bonds, 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 agreement, including, but not limited to, the
satisfactory completion of the improvements prescribed herein,
and the making of payments to any person, firm, corporation or
other entity with whom the developer has a direct contractual
relationship for the performance of work hereunder.
b. Developer shall keep said performance and payment bonds, and/or
cash deposits in full force and effect until such time as developer
has fully complied with the terms and conditions of this
agreement, and failure to keep same in force and effect shall
constitute a default and breach of this agreement.
G. The City shall assume its share of the cost of the improvements covered by
this agreement along with the engineering fee only if funds are available for
such participation. In the event that no funds are available for City
participation, the developer shall award the contract and deposit with the City
a performance and payment bonds or cash for 100 percent of the estimated
total construction cost of the improvements [plus ten percent (10%) for
engineering and miscellaneous costs if the City prepares the plans].
H. On all facilities included in this agreement for which the developer awards its
own construction contract, the developer agrees to follow the following
procedures:
1. If the City participates in the cost of the facilities, the construction
contract must be advertised, bid and awarded in accordance with State
statutes prescribing the requirements for the letting of contracts for the
construction of public work. This includes advertising in a local
newspaper at least twice in one or more newspapers of general
circulation in the county or counties in which the work is to be
performed. The second publication must be on or before the tenth
(10th) day before the first date bids may be submitted. The bids must
be opened by an officer or employee of the City at or in an office of the
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City.
2. To employ a construction contractor who is approved by the Director of
the Department having jurisdiction over the facility to be so constructed,
said contractor to meet City's requirements for being insured, licensed
and bonded to do work in public streets.
3. To require the contractor to furnish to the City payment, performance
and maintenance bonds in the names of the City and the developer for
one hundred percent (100%) of the contract price of the facility, said
bonds to be furnished before work is commence. Developer further
shall require the contractor to provide public liability insurance in the
amounts required by the City's specifications covering that particular
work.
4. To give 48 hours notice to the department having jurisdiction of intent
to commence construction of the facility so that City inspection
personnel will be available; and to require the contractor to allow the
construction to be subject to inspection at any and all times by City
inspection forces, and not to install any sanitary sewer, storm drain, or
water pipe unless a responsible City inspector is present and gives his
consent to proceed, and to make such laboratory tests of materials
being used as may be required by the City.
5. To secure approval by the Director of the Department having jurisdiction
of any and all partial and final payments to the contractor. Said
approval shall be subject to and in accordance with requirements of this
agreement, and is not to constitute approval of the quantities of which
payment is based.
6. To delay connections of buildings to service lines of sewer and water
mains constructed under this contract until said sewer and water mains
and service lines have been completed to the satisfaction of the Water
Department.
7. It is expressly understood by and between the developer and the City of
Fort Worth, that in the event the developer elects to award one single
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construction contract for storm drainage and pavement, said contract
shall be separated in the bidding and City participation, if any, shall be
limited to the lowest possible combination of bids as if each of the
above were awarded as separate contracts.
I. Anything to the contrary herein notwithstanding, for and in consideration of
the promises and the covenants herein made by the City, the developer
covenants and agrees as follows:
1. The developer shall make separate elections with regard to water and/or
sanitary sewer facilities, storm drainage, street improvements and street
lights as to whether the work prescribed herein shall be performed by
the City, or by its contractor, or by the developer, through its
contractor. Each separate election shall be made in writing and
delivered to City no later than six (6) months prior to the expiration of
this agreement. In the event any of such separate elections has not
been made and delivered to City by such date, it shall be conclusively
presumed that the developer has elected that such work be performed
by the City in accordance with all of the terms of this agreement, and in
particular Paragraph V -F hereof.
2. Irrespective of any such election and whether the work is to be
performed by the City, or by its contractor or by the developer through
its contractor, the developer covenants and agrees to deliver to the City
a performance and payment guarantee in accordance with the
provisions of Paragraph V -F of this agreement.
3. In addition to the guarantee required in the preceding paragraph, in the
event developer elects that the work be performed by the City, or by the
City's contractor, or such election is presumed as provided above, the
developer covenants and agrees to pay to the City the developer's share
of the estimated construction costs. The amount of such estimated
payment shall be computed as set out in Section I hereof, based upon
the lowest responsive bid for such work, as determined by City, or upon
a cost estimated to be performed by City forces prepared by the City, as
appropriate, and shall be subject to adjustment to actual costs upon
final completion of the subject work. Such estimated payment shall be
11-8
made promptly upon demand by City, it being understood that such
payment will be made after the receipt of bids for work, but in every
case prior to the award of any construction contract, unless otherwise
specifically set out herein.
4. Developer further covenants and agrees to, and by these presents does
hereby fully indemnify, hold harmless and defend the City, its officers,
agents and employees from and against any and all claims, suits or
causes of action of any nature whatsoever, whether real or asserted,
brought for or on account of any injuries or damages to persons or
property, including death, resulting from, or in any way connected with,
this agreement or the construction of the improvements or facilities
described herein, whether or not causes, on whole or in part, by the
negligence of officers, agents, employees, licensees, invitees,
contractors or subcontractors of the City; and in addition the developer
covenants to indemnify, hold harmless and defend the City, its officers,
agents and employees from and against all claims, suits, or causes or
action or any nature whatsoever brought for, or on account of any
injuries or damages to persons or property, including death, resulting
from any failure to properly safeguard the work or an account of any
act, intentional or otherwise, neglect or misconduct of the developer, its
contractors, subcontractors, agents or employees, whether or not
caused, on whole or in part, by the negligence of officers, agents,
employees, licensees, invitees, contractors or subcontractors of the
City.
5. Developer covenants and agrees that it discriminates against no
individual involving employment as prohibited by the terms of Ordinance
No. 7278 (as amended by Ordinance No. 7400), an ordinance
prohibiting discrimination in employment practice because of race,
creed, color, religion, national origin (except for illegal aliens), sex or
age, unless sex or age is a bonafide occupational qualification,
subcontractor or employment agency, either furnishing or referring
applicants to such developer, nor any agent of developer is
discriminating against any individual involving employment as prohibited
by the terms of such Ordinance No. 7278 (as amended by Ordinance
No. 7400).
11-9
a
J. The attached Exhibits Appendix "A", A and Al and Location Map are made a
part hereof for all intents and purposes.
K. Venue of any action brought hereunder shall be in Fort Worth, Tarrant County,
Texas.
L. The City's Policy for the Installation of Community Facilities, as adopted by the
City Council on September 1992, is hereby incorporated herein by reference,
and Developer covenants and agrees to comply with said Policy as a condition
of this contract and as a condition to the platting of the subject property.
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 City Manager, attested
by its City Secretary, with the corporate seal of the City affixed, and said Deve per
has executed this instrument in quadruplicate, at Fort Worth, Texas this the / day
of ¶cinQi , 1911.
ATTEST: CIT1' OF FOR1f" QOFt EXAS
GLORIA'PEARSON
City Secretary
APPROVED AS TO FORM AND
LEGALITY:
Gary J. St berger
Assistant City Attorney
Contract Authorization
-
Date
1121
Assistant City Manager
DEVELOPER:
HILLWOOD SERVICES, L.P.,
A TEXAS LIMITED PARTNERSHIP
BY: HIL wao3 v�pi&i aor 'or AT.IoN
FdjBa (A �, W At
Vice resident
O
LOCATION MAP
COLUMBUS HEIGHT
PHASE I
iCarwg.s
CATEt&,t.
SW
LIMITS OF
PROJECT -
PROPOSED
WATER LINES ARE
8" UNLESS
OTHERWISE
INDICATED
(1R\ r. T v\ 7OR Inn. (inn
. 1
SCALE. 1" = 300'
WAXER -
-
EXHIBIT 'A'
COLUMBUS HEIGI
PHASE I
X comet & SUMM INC
$= 1I 7
fmr10Q1�v7'mI-rm
•o rvT wn a,.,.. nrLl_.
SCALE. 1" = 300'
PROP. SANITARY SEWER
PROP. MANHOLE
EXIST. SANITARY SEWER
EXIST. MANHOLE
LIMITS OF PROJECT
PROPOSED SEWER LINES ARE
8" UNLESS OTHERWISE
1 ND 1 CATED _.
GAICL►1tDG► IRA1L _ .__ I_7
Ti r
vvi
SAN iTHR(ONSITE)
Y- OC
EXHIBIT - 'A -1'
COLUMBUS HEIGH
PHASE I .
11 11c: c_
na\ „i.A Ina i-f., .i.,.,
C*I & llJI0GES5, MC.
ma _ram
oon.Icrr Un a -pi -ma
0�'.39dd LL5559 b t 2 Q SP:Pt v t 86 , C2 irnr
COMPLETION AGREEMENT.
This Completion Agreement (hereinafter called the "Agreement") is made and entered
into by and among the City of Fort Worth (hereinafter called the " it "), Hillwood Services, L.P.,
a Texas Limited Partnership, by and through Hillwood Development Corporation, a Texas
Corporation, its general partner (hereinafter called the "Developer"), and South Trust Bank,
(hereinafter called the "Lender"), effective as of 1998. The City, the Developer and the
Lender are hereinafter collectively called the "Parties".
WITNESSETH:
WHEREAS, the Developer owns that certain tract of real property that contains
approximately 132.725 acres that is located in the City, the legal description of which
tract ol'rcal property is marked Exhibit A — Legal Description, attached hereto and
incorporated herein for all purposes (which tract of real property is hereinafter called
Columbus Iieights); and
WHEREAS, the Developer intends to develop Phasc I Columbus Heights as an
addition to the City, which Phase (is shown on the map of Columbus Heights that is
marked Exhibit D — MaDof Sections of the nronerty, attached hereto and incorporated
herein for all purposes (Phase I is hereinafter collectively called Columbus Heights —
Phase ; and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development of Columbus Heights Phase I (hereinafter called
"ii"); and
WHEREAS, the City has required certain assurances ol'the availability of funds
to complete the streets, street signs and lights, and the water and sewer utilities for the
development of Columbus Heights Phase! (hereinafter collectively called the
"Community Facilities"); and
CeO: a9dd LLSSS29 t'12 O O 6v : v t 86. C2 inc
WHEREAS, in order to provide such assurances as have been required by the
City, the Lender has agreed to advance certain funds to the City for Hard Costs (which
term is hereinafter defined) subject to, and in accordance with, the terms, provisions and
conditions of this Agreement; and
WHEREAS, the Developer has panted to the Lender as additional security for
the Loan (which term is hereinafter defined) a sccurity interest in all plans and
specifications for the development of Columbus Heights Phase I (hereinafter collectively
called the "Plans"); and
WHEREAS, the Parties desire to set forth the terms and conditions of such
accommodations as arc described above.
NOW Th EREFORE, for and in consideration of the benefits to be derived from
the mutual observance by the Parties of the terms and conditions hereof, and for and in
consideration of Ten Dollars ($10.00) and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Recitals. The foregoing recitals arc true, correct and complete and constitute
the basis for this Agreement and they are incorporated into this Agreement for
all purposes.
2. The Completion Amount. The City and the Developer agree that the Hard
Costs required to complete the Community Facilities in the aggregate should
not exceed the sum of Two Million Fifty -Four Thousand Seven Hundred Fifty
Seven Dollars ($2,054,757.00) (hereinafter called the "Completion
Amount"). Notwithstanding the foregoing, it is acknowledged that the actual
costs of completion of the Community Facilities may vary as a result of
change orders agreed to by the Parties but such variances for the purposes of
this Agreement shall not affect the Completion Amount as used herein.
3. Adjustments to the Completion Amount. The Lender will from time to time
make advances to the Developer for the development of Columbus Heights
Phase I under the development loan that has been made by the Lender to the
Developer for the purpose of financing the costs of constructing the
Community Facilities of Columbus Heights Phase I (hereinafter called the
'@09dd LLSSS29 t't z O! O 0S : r t e6 eia -inc
"Loan") subject to, and in accordance with, the teens, conditions and
provisions of the Loan Documents (which term is hereinafter defined)
evidencing and securing the Loan. Some of those advances shall be for Hard
Costs as specified in the "Approved Budget" relating to the Loan, a copy of
which Approved Budget is marked Exhibit C. attached hereto and
incorporated herein for all purposes, with the Hard Costs (which term is
hereinafter defined) line items highlighted. The term "Hard Costs" shall mean
the actual costs of construction and installation of the Community Facilities.
To the extent that advances under the Loan are for the payment of Hard Costs,
the Completion Amount shall be deemed reduced, dollar for dollar. The
Lender may withhold statutory retainagc from any advances under the Loan or
pursuant to this Agreement. All such retainage withheld, to the extent it is
attributable to Hard Costs, shall also reduce the Completion Amount dollar for
dollar. All retainage withheld by the Lender for Hard Costs that are advanced
to the City as provided in the Texas Property Code upon expiration of the
statutory retainage period.
To keep the City advised of the Hard Costs, the Developer shall
promptly deliver to the City those portions of all draw requests delivered to
the Lender which contain requests for the payment of Hard Costs and such
draw request shall itemize Hard Costs in such form and detail as shall he
reasonably acceptable to the tender and the City. Upon the Lender's advance
of any draw request containing requests for Hard Costs to the Developer, the
Lender shall give notice to the City setting forth the amount of any Hard Costs
advanced. I f the City has its own inspector examine and evaluate the
construction, the Lender and the City shall cause their respective inspectors or
consultants to cooperate and shall use their best reasonable of orts to settle any
dispute over the appropriateness of any advance. The Developer
acknowledges that the Lender's obligation to fund advances under the Loan
within a specified time frame shall be deemed waived by the Developer if the
City and the Lender are in dispute with respect to any requested advance. If
any such dispute is not resolved promptly, the two consultants shall agree
S�0 '99tid ',LLSSS29 biz 0 0 OS v i e6. cz lnf
within five (5) business days on a qualified third party to resolve the dispute
whose decision shall be final and binding on all Parties and shall be rendered
within five (5) business days of such consultant's selection. Any delay
occasioned by any such dispute shall extend the Completion Date by such
period of time.
4. Completion by the Developer. The Developer agrees to complete the
Community Facilities on or before the date for completion that is established
in the Loan Documents plus thirty (30) days (hereinafter called the
"Completion Datc"), in accordance with the CFA, the plans that are approved
by the Lender and the City and all documents evidencing or securing the Loan
(which documents are hereinafter collectively called the "Loan Documents").
For the purposes of this Agreement, the development of Columbus Heights
Phase I shall be deemed complete upon such acceptance by the City of the
Community Facilities. The City shall promptly notify the Lender and the
Developer upon such acceptance.
5. Completion by the City. In the event that either: (A) the development of
Columbus Heights Phase T is not completed by the Completion Date for any
reason whatsoever, or (13) the Developer is in default under the T.oan and the
Lender notifies the City that the Developer is in default and, at the Lender's
sole option, requests the City to complete development, whichever shall first
occur, then, the City may, at the costand expense of the Developer,
commence, pursue and complete the installation of the Community Facilities
in a reasonably timely, diligent and workmanlike manner in accordance with
the Plans, subject to the terms of this Agreement. The Lender and the
Developer agree that the City may use the Plans as necessary to complete the
Community Facilities. Prior to the commencement of any work by the City,
the City shall provide evidence of insurance reasonably required by the
Lender naming the Lender and the Developer as additional insureds.
6. Advance of Completion Costs to the Cif and Delivery of [lard Costs
Collateral to the City. Upon the occurrence of either event described in
paragraph 5 above, if the City elects within then (10) business days of the
900 - -9 id 'LLSSS29 b i 2 O 0S = b i 86 E2 inc
Completion Date or notice from the Lender, as the case may be, to complete
the construction of the Community Facilities, the Lender shall thereafter
advance to the City any remaining undisbursed Hard Costs specified in the
Approved Budget relating to the Loan that are incurred by the City in
completing the Community Facilities in an aggregate stun not to exceed the
Completion Amount, as adjusted, by funding monthly draws to the City as
described herein.
The Developer hereby authorizes and instructs the Lender to make
periodic advances of any remaining undisbursed Hard Costs specified in the
Approved Budget not to exceed the Completion Amount in increments paid to
the City within the same time period specified in the Loan Documents after
receipt of advance requests meeting the requirements of the Loan Document
from the City to the Hard Costs remaining to be drawn under the Loan as
specified in the Approved Budget incurred by it and approved by the Lender,
subject to retainage. The advance requests from the City shall be made not
more frequently than monthly (save and except for final payment) and shall be
accompanied by reasonably acceptable evidence of the Hard Costs specified
in the Approved Budget that have been incurred by the City. The City shall
use the funds advanced from the payment of such Hard Costs as are described
in the advance request, and if the City fails to do so, the Lender's obligation to
fund additional advances shall thereafter be terminated and of no continuing
force and/or effect. The City shall provide mechanics and materialmen's
releases as may be reasonably requested by the Lender. Upon request to the
City, the Lender may pay such advances directly to the suppliers and
contractors described in the advance request.
If the City does not timely elect to complete the construction of the
Community Facilities, then the Lender may at its election terminate this
Agreement, and its option, proceed to complete the Community Facilities,
foreclose on any of its collateral, or take any and all such action as may be
provided under the Loan Documents.
L00' �Jtid LLSSS29 VI .O O T S: P I 86, c 1nr,
7. Completion by the Lender. The Lender may, at its discretion, but shall not be
obligated to, undertake to complete the Community Facilities if there is any
default under any Loan Documents in lieu of requesting the City to complete
the Community Facilities. In such event, however, the lender must complete
the Community Facilities by the Completion Date or the City shall complete
the same as provided above. If the Lender elects to complete the Community
Facilities, any I•lard Costs it expends shall, dollar for dollar, reduce the
Completion Amount.
8. Easements. In the event the City or the Lender undertakes the completion of
the Community Facilities, the Developer (and to the extent necessary the
Lender) grants to the City and the Lender open access to Columbus Heights
Phase I shall execute and deliver such temporary casements over and across
the entire Columbus heights Phase 1 for the purpose of access and use for the
completion of the construction of the Community Facilities in accordance
with this Agreement. To the extent requested by the City and the Lender,
written temporary construction casements in form acceptable to the City and
the Lender shall be executed by the Developer and filed of record. Nothing in
this paragraph shall reduce any rights of the Lender or obligations of the
Developer under the Loan Documents.
9. Lender's Rights. Nothing in this Agreement shall affect any portion of the
Lender's collateral for the Loan or limit or impair the Lender's right to
foreclose the same or deal with the collateral as it elects in accordance with
the Loan Documents.
10. Satisfaction of the City Requirements. The City agrees that the assurances
and covenants contained in the Agreement satisfy all requirements of the City
with respect to payment and performance bonds or other requirements for
security in connection with the development of Columbus Heights Phase I and
the completion of the Community Facilities that are contained in the CFA or
in any other agreement relating thereto, and the City hereby accepts the
assurances and covenants contained herein in lieu thereof. To the extent the
800 : 9lid 'LLSSS29 V12 I S b i 86 EC 1111
CFA irreconcilably conflicts with this Agreement, the provisions of this
Agreement shall control.
11. Termination. This Agreement shall terminate upon the earlier to occur of the
following: (A) acceptance by the City of the Community Facilities; (B)
mutual written agreement of all of the Parties; or (C) the reduction of the
Completion Amount to zero.
12. Final ['tat. The Parties acknowledge and agree that the City shall hold the
final plat of Columbus Heights Phase I until the Community Facilities are
substantially completed and all Hard Costs contractors have been paid, less
retainage. Upon receipt and acceptance by the City of evidence of substantial
completion and the payment by the Developer of all Hard Costs contractors,
the City shall immediately file the final plat of Columbus Heights Phase I in
the Tarrant County Plat Records. The purpose of the City retaining the final
plat of Columbus Heights Phase I as prescribed herein is to guarantee the
Developer's obligations under the CFA.
13. Construction Contracts. The Developer agrees to include in all construction
contracts that it enters into liar the completion of the Community Facilities the
following;
(A) A statement that the City is not holding any security to
guaranty payment for work performed on the Community
Facilities;
(B) A statement that Columbus Heights Phase T is private property
and that same may be subject to mechanic's and materialmen's
liens;
(C) A requirement that the contractor release the City from any
claim that is related to any work on Columbus Heights Phase I and
(D)A requirement that the contractor include in its subcontracts the
statements contained in (A), (B) and (C) above.
14. Miscellaneous.
(A) Non-Assi mment of Agreement. This Agreement may not be
assigned by any of the Parties without the prior written consent of
all the other parties.
60' Jtid . LLSSSZ9 PI Z 0 0 t S: t'T 88 E2 1(1t'
(B) Notice. Any notice required or permitted to be delivered under
this agreement shall be deemed received on actual receipt by the
appropriate party at the following addresses:
(i) Noticc to the City shall be addressed and delivered as follows:
CITY OF FORT WORTH
1000 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
A'1+1'ENTION:Q11g RAQUEL VELASQUEZ
ILK ffi'X�1 COORDRtYM ADM. ASSISTANT/DEVELOP ENT ENGINEER
TELECOPY NUMBER: 817-871-8359
CONFIRMATION NUMBER: 817-871-7600
With a copy thereof addressed and delivered as follows:
CITY OF FORT WORTH
1000 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
ATTENTION: GARY STEINBERGER, ESQ.
ASSISTANT CITY ATTORNEY
•I'El ..COPY NUMBER: 817-871-8359
CONFIRMATION NUMBER: 817-871-7600
(ii) Notice to the Developer shall be addressed and delivered as follows:
HILL WOOD DEVELOPMENT CORPORATION
17480 DALLAS PARKWAY, STE. 200
DALLAS, TEXAS 75287
ATTENTION: ANGIE WAl)I)I.F
VICE PRESIDENT
TELECOPY NUMBER: 972-713-2001
CONFIRMATION NUMBER: 972-713-2000
B10'293d ''99dd ', LLSSS29 b t 2 O
O2S:vt 881 Cz -hr'
With a copy thereof addressed and delivered as follows:
TONY SOARDS
HUGfJS & LUCE
1717 MAIN ST., STE. 2800
DALLAS, TEXAS 75201
I CLECOPY NUMBER: 214-939-6100
CONFIRMATION NUMBER: 214-939-5500
(iii) Notice to the Lender shall be addressed and delivered as follows:
SOUTH TRUST BANK
230 4Th1 AVE. NORTH 8" FLOOR
NASHVILLE, TENN. 37219
A'I"l'ENTION: DAN I-IARRIN GTON
VICE PRESIDENT
TELECOPY NUMBER: 615-880-4073
CONFIRMATION NUMBER: 615-880-4064
A party may change its address for notice upon prior written notice to the other
Parties pursuant to the terms hereof.
(C) Texas Law to Apply. This Agreement shall be construed under and in
accordance with the laws of the State ol'Texas.
(D) Parties Bound. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective legal representatives, successors and assigns.
(E) Legal Construction. In case any one or more of the provisions in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforeability shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained in this Agreement.
(F) Prior Agreements Superseded. This Agreement constitutes the sole and
only agreement of the Parties with respect to the subject matter hereof and supersedes any
prior understandings or written or oral agreements among the Parties concerning the
subject matter hereof; provided, however, that this Agreement shall not supersede, amend
or modify any of the Loan Documents or any portion thereof
(G) Amendment. This Agreement may only he amended by a written
instrument executed by all of the Parties to this Agreement.
I C0= 39ldd LSSS29 Pt Z O O zS: T 9, e8 irff
(H) Headings. The headings that are used in this Agreement are used for
reference and convcnience purposes only and do not constitute substantive matters to be
considered in constructing the terms and provisions of this Agreement.
2 ; 0.' 39dd LLSSS29 PI
ZS:pt 86, C2 -111f
Executed by the Pm -lies to be eitective as oCthe date first stated above.
APPROVED AS TO FORM
AND LEGALITY:
Name: -CG7L
Title: ST a 4Tt[
HILLWOOD SERVICES, L.P.
A Texas Limited Partnersh
By: Hillwood Development
A Texas Corporation,
general partner
TH
By
Name:
Title:
Name: Tj
Title: V. P • _.._
CT9dd ZZSSS9 PTz
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s
LIST OF EXHIBITS TO THE COMPLETION AGREEMENT
BY AND AMONG THE CITY OF FORT WORTH
EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT B - MAP OF SECTIONS OF THE PROPERTY
EXHIBIT C - APPROVED BUDGET
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S L0 ' 3L9tid 'LLSSS29 t7 t2
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EXHIBIT B
LEA- DEIPTWN
13x.725 ACRETRACT
BEING a tract of land situated in the Isabel Pions Survey, Abstract Number 507, Tatront County
Texas, and being a portfon of the two tracts cortvey.d to W. Cordsting and wile NeWs, as
recorded in Volume 2804, Page 479, Deed Record$. Tarrant County, Texas, said tract being
more Pardatfarty described by motes and bawds as Mows:
BEGINNING at a Point in Columbus Trill, and being the northwest corner of the "h=erd Tracr
ds$c Hoed by dead to W. Coufating and wGs NiL., and recorded in Volume 2904, pap 479,
Deed Records, Tarrant County, Texas, said point aRso being described as a _e-entrarl>t" comer of
the saId Isabel Flores Survey and witnessed by a 1' Iron pipe found 6 00'00, 8.99 feet;
T"ENC:E S 69'4S'23'E, 139a.33 foot along and in said Columbus Trarl to a Found 112 inch son
d by deed lOthi City of
Font Wortsaid h and recorint also ded n Volume 6560 Page M. Deed Records, the northwest corner of a tract of lend Tarr County,Te s;
THENCE 8 oo°o3.52`W, 43.20 at along the west line of the parcel conveyed to the qty of Fort
Worth, to a 112 inch iron rod found In the southerly rlght.ofLway line of Columbus Try
THENCE al the
�Asoutherly ripht-oFywy fins of Columbus Tra'l and the southerly one of the
Parcel conveyed to the City of Fort worth es follows`
S 8v'51'4t3"E, 709-05 fast to a found 112 Inch won rod;
N 88.55'44"E, 405.52 feet to a found 112 inch Iron rod;
N 5512E 458.40 foot to a point witnessed by a found 1!2 inch Iron rod besting N
2212'01E„ 0.27 feat
S 8A'STOO"i, 328.31 fit to a set 5/8 Inch ion rod with plastic cP stamped "Caller &
Burgess';
THENCE 3 OO°O0'00"E.1714.50 feet, leaving the southerly right-otwvay 8ne of Columbus Trt
and the southerly I of said qty of Fort Worth trad to a SB inch Iron rod with plastic cop
mess' set in the southerly Ina of then afomrnentlon.d W. Coulstinhg lraet;
THENCE N 89°44'42W, 3349.56 feet along the southerly line of said W. Coulating to a found 112
inch Iron pM beside a sandstone, said point also being the southwest corner of said W. Coufsting
Theta
9T9'39dd 1LSSSZ9 biZ Q CS:bT 86, E2 inc.
EXIIIBIT C: APPROVED BUDGET
WATER
SANITARY SEWER (ONSI'I +')
SANITARY SEWER (OFFSITE)
STORM DRAIN
PAVING
$ 389,350.00
$ 510,280.00
$ 173,267.00
$ 981,860.00
TOTAL: $2,054,757.00
City of Fort Worth,. Texas
"agoe And Council communivation
DATE REFERENCE NUMBER LOG NAME PAGE
1/5/99 **C-17194 20COLUMBUS 1 of 2
SUBJECT COMMUNITY FACILITIES AGREEMENT WITH HILLWOOD SERVICES L.P., A TEXAS
LIMITED PARTNERSHIP, BY AND THROUGH HILLWOOD DEVELOPMENT
CORPORATION FOR THE INSTALLATION OF COMMUNITY FACILITIES FOR WATER
AND SEWER SERVICES TO SERVE COLUMBUS- HEIGHTS PHASE I (PREVIOUSLY
HULEN HEIGHTS)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Community Facilities
Agreement with Hillwood Services L.P., a Texas Limited Partnership, by and through Hillwood
Development Corporation, its general partner, for the installation- of community facilities for water and
sewer services to serve Columbus Heights Phase I.
DISCUSSION:
Hillwood Services, L.P., a Texas Limited Partnership, by and through Hillwood Development
Corporation, its general partner, the developer of Columbus Heights Phase I, has executed a proposed
contract for community facilities to serve a single-family development (288 lots) located in southwest
Fort Worth, west of 1-35, south of 1-820.
This development is located in COUNCIL DISTRICT 6.
This Community Facilities Agreement is in compliance with standard City policy.
ESTIMATED COSTS:
Project Cost
Developer
.it,y
Total
Water
389,350
-0-
389,350
Sewer
510,280
25,560
535,840
Construction Inspection Fee
17,993*
511
18,504
TOTAL
917,623
26,071
943,694
*2% Construction Inspection
PLAN COMMISSION APPROVAL
On November 28, 1998, the Plan Commission approved application for Preliminary Plat (PP 98002).
Final Plat (FP 98087) has been subafitted to City staff for review.
City of Fort, Worth, Texas
Aar andcouncil C
ommunication
�� y
DATE
1/5/99
REFERENCE NUMBER
**C-17194,
LOG NAME
20COLUMBUs
PAGE
2 of 2
SUBJECT
COMMUNITY FACILITIES AGREEMENT` WITH HILLWOOD SERVICES L.P., A TEXAS
LIMITED PARTNERSHIP, BY AND THROUGH HILLWOOD DEVELOPMENT
CORPORATION FOR THE INSTALLATION OF COMMUNITY FACILITIES FOR WATER
AND SEWER SERVICES TO SERVE COLUMBUS HEIGHTS" PHASE I (PREVIOUSLY
HULEN HEIGHTS)
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of
the Commercial Paper -Sewer Fund.
MG:j
Submitted for City Manager's
Office by:
Mike Groomer 6140
FUND ACCOUNT CENTER AMOUNT
CITY SECRETARY
(to)
APPROVED
CITY COUNCIL
JAN 5jggg
mQ'"r-1
City Secretary of the
City of Fort Worth, Texas
Originating Department Head:
Hugo Malanga 7801
(from)
PS46
539140
J 070460133800
$25,560.00
Additional Information Contact:
Hugo Malanga 7801
PS46
531350
030460133800
$ 511.00