HomeMy WebLinkAboutContract 41461 I j
COMMUNITY FACILITIES AGREEMENT
THE STATE OF TEXAS § City Secretary
COUNTY OF TARRANT § Contract No. �
WHEREAS,the undersigned "Developer"desires to make certain improvements(refer
to the name of the project at the bottom of the page)an addition to the City of Fort Worth,
Texas; and
WHEREAS,the said Developer has requested the City of Fort Worth, a home-rule
municipal corporation situated in Tarrant, Denton,Parker,and Wise Counties,Texas,hereinafter
called"City",to do certain work in connection with said improvements.
Developer Information:
Developer Company Name: Comerica Bank
Authorized Signatory:Michael C.Venetis
Title:Vice President-Real Estate
Project Name: Comerica Bank
Project Location:NEC of Magnolia Ave. W. & 8th Ave.
Additional Streets:N/A
Plat Case No.: FS-010-141 Plat Name: J.N. Brookers Subdivision
Mapsco: 76M Council District:9 City Project No: 01650
To be completed b staff. I
Received by: L Date:
CFA: 2010-069 DOE: 6585 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
NOW,THEREFORE, KNOW ALL BY THESE PRESENTS:
For and in consideration of the covenants and conditions contained herein,the City and the
Developer do hereby agree as follows:
General Requirements
A. The Policy for the Installation of Community Facilities ("Policy") dated
March 2001, approved by the City Council of the City of Fort Worth and
subsequently amended from time to time via a Mayor and Council
Communication adopted by the City Council of the City of Fort Worth, is
hereby incorporated into this Community Facilities Agreement ("CFA") as
if copied herein verbatim. Developer agrees to comply with all provisions
of said Policy in the performance of its duties and obligations hereunder
and to cause all contractors hired by Developer to comply with the Policy
in connection with the work performed by said contractors.
B. Developer shall provide financial security in conformance with paragraph
6, Section I1, of the Policy and recognizes that there shall be no reduction
in the collateral until the Project has been completed and the City has
officially accepted the infrastructure. Developer further acknowledges
that said process requires the contractor to submit an Affidavit of Bills
paid signed by its contractor and Consent of Surety signed by its surety
to ensure the contractor has paid the sub-contractor and suppliers in full.
Additionally, the contractor will provide in writing that the contractor
has been paid in full for all the services provided under this contract.
C. Developer agrees to cause the construction of the improvements
contemplated by this Agreement and that said construction shall be
completed in a good and workmanlike manner and in accordance with all
City standards and the City-approved construction plans, specifications and
cost estimates provided for the Project and the exhibits attached hereto.
D. The following checked exhibits are made a part hereof: Water (AE?L__,
,
Sewer (A-1) _X_, Paving (B) X , Storm Drain (B-1) Street
Lights& Signals (C, C-2) X .
E. The Developer shall award all contracts for the construction of community
facilities in accordance with Section 11, paragraph 7 of the Policy and the
contracts for the construction of the public infrastructure shall be
administered in conformance with paragraph 8, Section 11, of the Policy.
Combined CFA final Sept 12,2008 2
F. For all infrastructure included in this Agreement for which the Developer
awards construction contract(s), Developer agrees to the following:
i. To employ a construction contractor who is approved by the director of
the department having jurisdiction over the infrastructure to be
constructed, said contractor to meet City's requirements for being
insured, licensed and bonded to do work in public streets and/or
prequalified to perform water/waste water construction as the case may
be.
ii. To require its contractor to furnish to the City a payment and
performance bond in the names of the City and the Developer for one
hundred percent (100%) of the contract price of the infrastructure, and a
maintenance bond in the name of the City for one hundred percent
(100%) of the contract price of the infrastructure for a period of two (2)
years insuring the maintenance and repair of the constructed
infrastructure during the term of the maintenance bond. All bonds to be
furnished before work is commenced and to meet the requirements of
Chapter 2253, Texas Government Code.
iii. To require the contractor(s) it hires to perform the construction work
contemplated herein to provide insurance equal to or in excess of the
amounts required by the City's standard specifications and contract
documents for developer-awarded infrastructure construction contracts.
The City shall be named as additional insured on all insurance required
by said documents and same will be evidenced on the ACORD
Certificate of Insurance supplied by the contractor's insurance provider
and bound in the construction contract book.
iv. To require its contractor to give 48 hours notice to the City's
Construction Services Division of intent to commence construction 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 or relocate 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.
v. To require its contractor to have fully executed contract documents
submitted to the City to schedule a Pre-Construction Meeting. The
3
submittal should occur no less than 10 working days prior to the desired
date of the meeting. No construction will commence without a City-
issued Notice to Proceed to the Developer's contractor.
vi. To delay connections of buildings to service lines of sewer and water
mains constructed under this Agreement until said sewer and water
mains and service lines have been completed to the satisfaction of the
Water Department.
G. Developer agrees to provide, at its expense, all engineering drawings and
documents necessary to construct the improvements required by this
Agreement.
H. Developer shall cause the installation or adjustment of the required utilities
to serve the development or to construct the improvements required herein.
I. City shall not be responsible for any costs that may be incurred by
Developer in the relocation of any utilities that are or may be in conflict
with any of the community facilities to be installed hereunder.
J. Developer hereby releases and agrees to indemnify, defend and hold the
City harmless for any inadequacies in the preliminary plans, specifications
and cost estimates supplied by the Developer for this Agreement.
K. Developer agrees to provide, at its expense, all necessary rights of way and
easements across property owned by Developer and required for the
construction of the current and future improvements provided for by this
Agreement.
L. The 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 all suits, actions or claims of any character,
whether real or asserted, brought for or on account of any injuries or
damages sustained by any persons (including death) or to any property,
resulting from or in connection with the construction, design, performance
or completion of any work to be performed by said Developer, his
contractors, subcontractors, officers, agents or employees, or in
consequence of any failure to properly safeguard the work, or on account
of any act, intentional or otherwise, neglect or misconduct of said
DEVELOPER, his contractors, sub-contractors, officers, agents or
employees, whether or not such injuries, death or damages are
caused, in whole or in part, by the alleged negligence of the City of
Combined CFA final Sept 12,2009 4
Fort Worth, its officers,servants, or employees.
M. Developer will further require its contractors to indemnify, defend and
hold harmless 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, the construction of the infrastructure contemplated
herein, whether or not such injuries, death or damages are caused, in
whole or in part, by the alleged negligence of the City of Fort
Worth, its officers, servants, or employees. Further, Developer will require
its contractors to indemnify, and hold harmless the City for any losses,
damages, costs or expenses suffered by the City or caused as a result of
said contractor's failure to complete the work and construct the
improvements in a good and workmanlike manner, free from defects, in
conformance with the Policy, and in accordance with all plans and
specifications and shall cause to be executed and delivered to the City an
indemnity agreement from such contractors on a form to be promulgated
by the City.
N. Upon completion of all work associated with the construction of the
infrastructure and improvements, Developer will assign to the City a non-
exclusive right to enforce the contracts entered into by the Developer with
its contractor along with an assignment of all warranties given by the
contractor, whether express or implied. Further, Developer agrees that all
contracts with any contractor shall include provisions granting to the City
the right to enforce such contracts as an express intended third party
beneficiary of such contracts.
O. Inspection and material testing fees are required as follows:
i. Developer shall pay in cash water and wastewater inspection fees and
material testing fees equal to two percent (2%) for a total of 4% of the
developer's share of the total construction cost as stated in the construction
contract.
ii. Developer shall pay in cash paving and storm drain inspection fees equal
to four percent (4%) and material testing fees equal to two percent (2%)
for a total of 6% of the developer's share of the total construction cost as
stated in the construction contract.
5
iii. Developer shall pay in cash the total cost of streetlights or if the city is
not installing the streetlights, inspection fees equal to four percent(4%) of
the developer's share of the streetlight construction cost as stated in the
construction contract.
iv. Developer shall pay in cash the total cost of street signs.
P. COMPLETION WITHIN 2 YEARS
i. The City's obligation to participate (exclusive of front foot charges) in
the cost of the community facilities shall terminate if the facilities are
not completed within two (2) years; provided, however, if construction
of the community facilities has started within the two year period, the
developer may request that the CFA be extended for one year. If the
community facilities are not completed within such extension period,
there will be no further obligation of the City to participate. City
participation in a CFA shall be subject to the availability of City funds
and approval by the Fort Worth City Council.
ii. Nothing contained herein is intended to limit the Developer's
obligations under the Policy, this Agreement, its financial guarantee,
its agreement with its contractor or other related agreements.
iii. The City may utilize the Developer's financial guarantee submitted for
this Agreement to cause the completion of the construction of the
community facilities if at the end of two (2) years from the date of this
Agreement the community facilities have not been completed and
accepted.
iv. The City may utilize the Developer's financial guarantee to cause the
completion of the construction of the community facilities or to cause
the payment of costs for construction of same before the expiration of
two (2) years if the Developer breaches this Agreement, becomes
insolvent or fails to pay costs of construction and the financial guarantee
is not a Completion Agreement. If the financial guarantee is a
Completion Agreement and the Developer's contractors and/or suppliers
are not paid for the costs of supplies and/or construction, the contractors
and/or suppliers may put a lien upon the property which is the subject of
the Completion Agreement.
Combined CFA final Sept 12.2008 6
Cost Summary Sheet
Project Name: Comerica Bank
CFA No.: 2010-069 DOE No.: 6585
An Engineer's Estimate of Probable Cost is acceptable. However, the construction contract
price will ultimately determine the amount of CFA fees and financial guarantee. The bid price
and any additional CFA payments will be required prior to scheduling a pre-construction
meeting.
An itemized estimate corresponding to each project-specific exhibit is required to support the
following information.
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction $ 3,000.00
2.Sewer Construction $ 4,025.00
Water and Sewer Construction Total $ 7,025.00
B. TPW Construction
1.Street $ 55,746.13
2.Storm Drain $ -
3.Street Lights Installed by Developer $ 12,825.00
4.Signals $ 3,000.00'
TPW Construction Cost Sub-Total $ 71,571.13
Total Construction Cost(excluding the fees): $ 78,596.13
Construction Fees:
C. Water/Sewer Inspection Fee(2%) $ 140.50
D. Water/Sewer Material Testing Fee(2%) $ 140.50
Sub-Total for Water Construction Fees $ 281.00
E. TPW Inspection Fee(4%) $ 2,229.85
F. TPW Material Testing(2%) $ 1,114.92
G. Street Light&Signal Inspsection Cost $ 63100
H. Signal Materials $ 382.17
Sub-Total for TPW Construction Fees $ 4,359.94
Total Construction Fees: $ 4,640.94
Choice
Financial Guarantee Options,choose one Amount (ck one)
Bond=100% $ 78,596.13
Completion Agreement=100%/Holds Plat $ 78,596.13
Cash Escrow Water/Sanitary Sewer= 125% $ 8,781 25 X
Cash Escrow Paving/Storm Drain r= 125% $ 89 463 91 X
Letter of Credit= 125%w/2 r expiration period $ 98,245 16
7
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 Developer has
executed this instrument in quadruplicate,at Fort Worth,Texas this } day
of , 20 \�
CITY OF FORT WORTH-Recommended by:
Water Department Transportation & Public Works Department
L Z4�
Wendy Chi-B ulal,EMBA, P.E. William A.V rkest,P.E
Development Engineering Manager Director
Approved as to Form &Legality: Approved by City Manager's Office
Marcia Wise Fernando Costa
Assistant City Attorney Assistant City Manager
ATTEST: OQ
�op0000po ���
Marty Hendrix ""d a
City Secretary o oa S� NO M&C RE-7QUIRED
a�t'LxA�.oa.�
ATTEST W c' Bank
LIX, J
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Signature Signature
(Print)Name:E (Print)Name:Michael C. Venetia
I ��X�!�e �+rl(5���
(Print)Title:Vice President—Real Estate
OFFICIAL RECORD
CITY SECRETARY
Combined CFA final Sept 12.2008 8 FT. WORTH, TX
Check items associated with the project being undertaken; checked items must be
included as Attachments to this Agreement
Included Attachment
® Location Map
® Exhibit A: Water Improvements
® Water Estimate
® Exhibit A-1: Sewer Improvements
® Sewer Estimate
® Exhibit B: Paving Improvements
® Paving Estimate
❑ Exhibit B-1: Storm Drain Improvements
❑ Storm Drain Estimate
® Exhibit C: Street Lights and Signal Improvements
® Street Lights and Signal Estimate
(Remainder of Page Intentionally Left BIank)
9
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Exhibit A-Water
Item Quanti Unit Unit Cost Total Cost
1"Irrigation Meter 1 EACH $ 575.00 $ 575.00
Type"A"Meter Box 1 EACH $ 225.00 $ 225.00
1"Domestic Meter 1 EACH $ 575.00 $ 575.00
1.5"Valve 1 EACH $ 175.00 $ 175.00
Cut and Plug 1"Service Line 4 EACH $ 250.00 $ 1,000.00
Remove Existing Meter Box 6 EACH $ 75.00 $ 450.00
Exhibit Al-Wastewater
Item Quantity Unit Unit Cost Total Cost
4'Standard Manhole 1 EACH $ 2,200.00 $ 2,200.00
6"Sanitary Sewer Pipe 1.6 LF $ 46.88 $ 75.00
Vacum Test 1 EACH $ 1,500.00 $ 1,500.00
6"Cleanout 1 EACH $ 250.00 $ 250.00
as NOW,
Exhibit B-Paving
Item Quanti Unit Unit Cost Total Cost
Brick Pavers 1100 SF $ 8.00 $ 8,800.00
Type'H'Barrier Free Ramp 1 EACH $ 9,850.00 $ 9,850.00
Concrete Sidewalk 540 SF $ 7.00 $ 3,780.00
Concrete Driveway Approach 450 SF $ 4.36 $ 1,960.00
Asphalt Pavement 20 SF $ 3.18 $ 63.64
Standard Curb&Gutter 105 LF $ 30.00 $ 3,150.00
Brick Pavers Removal 1000 SF $ 2.00 $ 2,000.00
Concrete Sidewalk Removal 1100 SF $ 1.75 $ 1,925.00
Concrete Driveway Removal 910 SF $ 1.75 $ 1,592.50
Asphalt Pavement Removal 345 SF $ 3.00 $ 1,035.00
Curb and Gutter Removal 110 LF $ 4.09 $ 450.00
Remove existing Asphalt Alley 3020 SF $ 3.00 $ 9,060.00
Install new alley with Concrete 3020 SF $ 4.00 $ 12,080.00
Nuaw
Exhibit C-Street Lights
Item Quantity Unit Unit Cost Total Cost
Removal of exist.roadway light pole 1 EACH $ 325.00 $ 325.00
Roadway Light Pole 1 EACH $ 2,500.00 $ 2,500.00
Antique Style Pedestrian Light Pole 4 EACH $ 2,500.00 $ 10,000.00
afflow
Exhibit C2-Signals
Item Quantity Unit Unit Cost Total Cost
Pedestal Pole Assembly and Foundation 1 EACH $ 3,000.00 $ 3,000.00
Notes:
Review all notes and assumptions. Kimley-Horn&Associates,Inc.has not prepared engineered and
approved construction drawings for this site;therefore,the final quantities are subject to change.
COMERICA BANK
CORPORATE AUTHORIZATION AND INCUMBENCY CERTIFICATE
DJ Culkar certifies as follows:
1. He is an Assistant Secretary of Comerica Bank, a Texas banking association,
successor in interest by merger to Comerica Bank, a Michigan banking corporation
(the "Bank"), and in this capacity maintains the corporate books and records.
2. As set forth in the resolutions attached hereto as Exhibit A, which resolutions are
now in full force and effect and have not been modified, superseded or rescinded, all
resolutions of Comerica Bank, a Michigan banking corporation (the "Michigan
Bank"),that were valid and effective immediately prior to the merger of the Michigan
Bank into the Bank and that have not been superseded or rescinded are also the
resolutions of the Bank, with the same force and effect as if they had been adopted
by the Board of Directors, a Board committee or the Shareholder, as the case may
be, of the Bank.
3. Attached hereto as Exhibit B is a true copy of resolutions designating the signing
authority of the Bank's officers and others, which resolutions were duly adopted by
the Board of Directors of the Michigan Bank on May 13, 2004 and which are now in
full force and effect with respect to the Bank. They have not been modified,
superseded or rescinded.
4. Attached hereto is a true copy of resolutions clarifying divisional title authority which
resolutions were duly adopted by the board of directors of the Michigan Bank on July
15, 2003 and February 15, 2006, Exhibit C and Exhibit D respectively, and which
are now in full force and effect with respect to the Bank. They have not been
modified, superseded or rescinded.
5. Michael C. Venetis, a Vice President of the Bank, is a duly elected, acting and
qualified officer of the Bank, authorized to sign instruments on behalf of the Bank as
stated in the resolutions attached hereto as Exhibits B, C and D.
6. The specimen signature appearing below, is in e.
Michael C. Venetis
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A tant Secretary
Dated: January 4, 2011 OFFICIAL RECORD
TACORPSEC\CERTS\2011\Comerica BankWenetis doc CITY SECRETARY
T. WORTH, TX
Exhibit A
COMERICA BANK
ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS
NOVEMBER 7, 2007
RESOLUTION: CONTINUING AUTHORIZATIONS OF COMERICA
BANK, A MICHIGAN BANKING CORPORATION
WHEREAS, Comerica Bank, a Michigan banking corporation (the
"Michigan Bank") merged with and into Comerica Bank, a Texas banking
association, which was the survivor (the "Texas Bank") effective October
31, 2007 (the "Merger"); and
WHEREAS, pursuant to the associated Agreement and Plan of Merger, all
corporate acts, plans, policies, approvals and authorizations of the
Michigan Bank, its stockholders, board of directors, committees elected or
appointed by the board of directors, officers and agents, which were valid
and effective immediately prior to the Merger are taken for all purposes as
the acts, plans, policies, approvals, obligations and authorizations of the
Texas Bank and shall be effective and binding thereon as the same were
with respect to the Michigan Bank (collectively, the "Continuing
Authorizations"); and
WHEREAS, the Texas Bank wishes to clarify that the Continuing
Authorizations include, without limitation, all applicable resolutions of the
Michigan Bank.
RESOLVED, that all resolutions of the Michigan Bank that were valid and
effective immediately prior to the Merger and that have not been
superseded (by an equivalent resolution of the Board of Directors or
Shareholder of the Texas Bank or otherwise) or rescinded are hereby
confirmed and ratified as the resolutions of the Texas Bank, with the same
force and effect as if they had been adopted by the Board of Directors, a
Board committee or the Shareholder, as the case may be, of the Texas
Bank; and
RESOLVED FURTHER, that the Secretary or any Assistant Secretary of
the Texas Bank is hereby authorized to amend these resolutions and/or
any exhibits hereto to correct them for any scrivener's or other errors, to
provide clarification thereof or to ensure technical compliance with
applicable law, order or regulation, and such resolutions and/or exhibits
are hereby deemed adopted in haec verbs with the same force and effect
as if set forth herein at length and that copies thereof be filed with the
records of the Texas Bank.
OFFICIAL RECORD
CITY SECRETARY
FT. NORTH, TX
Exhibit B
COMERICA BANK
ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS
MAY 13, 2004
RESOLUTION: DESIGNATING SIGNING AUTHORITIES OF
OFFICERS AND AGENTS
WHEREAS, Article VII, Paragraph A of the Bylaws of Comerica Bank (the
"Bank") provides that the Board of Directors may designate by name or
office the person or persons who shall have authority to execute in the
name of the Bank any instrument or class of instruments; and
WHEREAS, for the information of persons dealing with the Bank, the
Board of Directors desires to designate the authority of the Bank's officers
and agents to sign instruments in the name of the Bank.
1. RESOLVED, that except as otherwise required by this Resolution,
any instrument of any character may be signed in the name of the
Bank by any person holding the office of Chairman, Vice Chairman,
Chief Executive Officer, President, Executive Vice President,
Senior Vice President, First Vice President, Vice President,
Cashier or Assistant Cashier, or Secretary or Assistant Secretary.
2. RESOLVED FURTHER, that the following classes of instruments
may be signed in the name of the Bank by any officer of the Bank:
(a) Checks, drafts and orders for the payment of money drawn
by the Bank on itself or against funds deposited to the credit
of the Bank in any depository.
(b) Drafts and advises of drafts drawn by the Bank on foreign
banks.
(c) Acceptances of drafts drawn on the Bank.
(d) Letters of credit.
(e) Certification of checks, drafts and orders for the payment of
money.
(f) Endorsements on checks, drafts, notes, bills of exchange,
acceptances, bills of lading, warehouse receipts, insurance
policies and certificates and similar documents transmitted
for sale, discount or collection.
f OFFICIAL RECORD
CITY SECRETARY
FT WORTH, TX
(g) Time deposits.
(h) Receipts for money, securities and other property.
(i) Guarantees of signatures on transfers of securities and
powers of attorney to transfer securities.
Q) Certification of United States Savings Bonds, United States
Tax Notes and United Stated Armed Forces Leave Bonds.
(k) Deeds, land contracts, leases, bills of sale, conditional sale
contracts, financing statements, assignments and
discharges of mortgages, disclaimers and releases, whether
these instruments relate to property held by the Bank for its
own account or in a fiduciary, agency or any other capacity.
(1) Pleadings, petitions, accounts, proofs of claim, verifications,
stipulations, satisfactions, powers of attorney, fiduciary
bonds and any other papers necessary or proper to be made
or filed in any proceeding before a judicial or administrative
tribunal or the Treasury Department.
(m) Contracts for property and services to be acquired by the
Bank and services to be rendered to the Bank.
3. RESOLVED FURTHER, that instruments of the following classes
may be signed in the name of the Bank by any Trust Department
Officer or any Private Banking Division Officer responsible for
fiduciary activities:
(a) Trust agreements, trust indentures, acceptances of trusts,
escrow agreements and other agreements under which the
Bank acts or is to act in a fiduciary or agency capacity,
including revisions and revocations of these agreements.
(b) Assignments and powers of attorney to transfer securities
held by the Bank in a fiduciary or agency capacity, orders to
buy and sell these securities and orders to withdraw these
securities from custodial or safekeeping accounts.
(c) Certificates of authentication for securities issued pursuant
to indentures and agreements under which the Bank is
trustee; certificates for securities deposited, interim
certificates and all other certificates issued or signed by the
Bank as depository, transfer agent, registrar or agent; and
cremation certificates covering securities destroyed by the
Bank.
(d) Instruments in connection with the qualification or
resignation of the Bank as a fiduciary or renunciation of
fiduciary nomination.
4. RESOLVED FURTHER, that instruments of the following classes
may be signed in the name of the Bank by any person holding the
position of Branch Manager, Assistant Manager II, Assistant
Manager I, Branch Management Trainee, Customer Service
Administrator, Retail Service Representative or Comerimart
Banking Specialist II:
(a) Checks drawn by the Bank on itself.
(b) Certification of drafts and wire transfers.
(c) Interbank funds transfers.
(d) Certification of United States Savings Bonds, United States
Tax Notes and United States Armed Forces Leave Bonds.
(e) Guarantees of signatures on transfers of securities and
powers of attorney to transfer securities.
(f) Time deposits.
5. RESOLVED FURTHER, that instruments of the following classes
may be signed in the name of the Bank by any person holding the
office of Senior Customer Service Representative:
(a) Checks drawn by the Bank on itself.
(b) Certification of drafts and wire transfers.
(c) Interbank funds transfers.
(d) Certification and encashment of United States Savings
Bonds.
(e) Guarantees of signatures on transfers of securities and
powers of attorney to transfer securities.
The Cashier or Assistant Cashier or Secretary or Assistant
Secretary, however, from time to time may extend the authority of
any Senior Customer Service Representative to include the signing
of any instrument which may be signed in the name of the Bank by
a Retail Service Representative.
6. RESOLVED FURTHER, that instruments of the following classes
may be signed in the name of the Bank by any person holding the
position of Customer Service Representative II, Customer Service
Representative I or Comerimart Banking Specialist I; and that the
transaction authority limits for these instruments will be established
from time to time by branch administration:
(a) Checks drawn by the Bank on itself.
(b) Certification of drafts and wire transfers.
(c) Interbank funds transfers.
(d) Certification and encashment of United States Savings
Bonds.
The Cashier or Assistant Cashier or Secretary or Assistant
Secretary, however, from time to time may extend the authority of
any Customer Service Representative II, or Customer Service
Representative I or Comerimart Banking Specialist I to include the
signing of any instrument which may be signed in the name of the
Bank by a Senior Customer Service Representative III or Retail
Service Representative.
7. RESOLVED FURTHER, that all persons listed in the document
entitled "Selected Authorized Signatures for International Banking
Activities" (as this list may be amended and so designated from
time to time by the bank's Cashier or Assistant Cashier or Secretary
or Assistant Secretary) may sign:
(a) Checks drawn by the Bank on itself.
(b) Certification of checks, drafts and other orders for the
payment of money.
(c) Domestic and foreign drafts.
(d) Interbank funds transfers.
(e) Guarantees of signatures on transfers of securities and
powers of attorney to transfer securities.
(f) Endorsements on checks, drafts and bills of lading.
From time to time, the Bank's Cashier or Assistant Cashier or
Secretary or Assistant Secretary may designate any person listed
in the document entitled "Selected Authorized Signatures for
International Banking Activities" with additional authority to sign, for
example, but not limited to, letters of credit or bankers acceptances.
8. RESOLVED FURTHER, that the Officer in Charge of any
department or division of the Bank may designate, in writing, the
authority of specific lenders, account representatives and branch
managers to sign in the name of the Bank any commitment letters,
loan facility letters and related instruments designated in writing by
such Officer in Charge, which authority shall not exceed the lesser
of the authorities established for such designees by this Board of
Directors or the Credit Policy Committee.
9. RESOLVED FURTHER, that notwithstanding the authorizations set
forth in the foregoing resolutions, the Bank's management is
authorized to further limit the authority of officers and others to sign
in the name of the Bank any instruments designated by
management.
10. RESOLVED FURTHER, that the Cashier or Assistant Cashier or
Secretary or Assistant Secretary, or any other officer designated by
the Cashier or Assistant Cashier or Secretary or Assistant
Secretary, from time to time may designate and rescind the
designation of specific employees to sign in the name of the Bank
any instruments designated by the Cashier or Assistant Cashier or
Secretary or Assistant Secretary.
11. RESOLVED FURTHER, that two signatures are not required by the
Bank.
12. RESOLVED FURTHER, that two signatures are not required by the
Bank in any case except that the signatures of two officers, one of
whom shall be an officer specified in resolution numbered 1 above,
are required on orders to buy, sell, exchange, transfer, deliver or
otherwise dispose of securities held by the Bank for its own account
or to withdraw these securities from any custodial or safekeeping
account; provided however, the Cashier or Assistant Cashier or
Secretary or Assistant Secretary, or any other officer designated by
the Cashier or Assistant Cashier or Secretary or Assistant
Secretary, from time to time may designate and rescind
designations of specific officers and employees to sign these
transactions in the name of the Bank.
13. RESOLVED FURTHER, that certification of resolutions adopted by
the Board of Directors and certifications of incumbency of officers
or designation shall be signed by the Secretary or any Assistant
Secretary of the Bank. The Secretary or any Assistant Secretary
also may execute certifications of records, confirmations,
acknowledgments and affidavits.
14. 14. RESOLVED FURTHER, that mechanical or facsimile
signatures may be used on stock certificates, dividend checks,
interest checks, salary and other payroll checks, pension checks
and checks representing distributions to trust beneficiaries when
any check is drawn by the Bank on itself or one of its depositories.
15. RESOLVED FURTHER, that the Cashier or Assistant Cashier or
Secretary or Assistant Secretary, or any other officer designated by
the Cashier or Assistant Cashier or Secretary or Assistant
Secretary, is authorized and instructed by appropriate means in his
or her discretion to certify to correspondent banks and other
persons dealing with the Bank the authority and signatures of all
persons who are authorized to sign instruments in the name of the
Bank according to the foregoing resolutions, and similarly to certify
all revocations of any authority and to maintain in his or her office a
complete record of these certifications. For purposes of this
resolution, Cashier and Assistant Cashier shall have the same
meaning as Treasurer and Assistant Treasurer.
16. RESOLVED FURTHER, that all prior resolutions inconsistent with
the foregoing resolutions are rescinded.
EXHIBIT C
COMERICA BANK
REGULAR MEETING OF THE BOARD OF DIRECTORS
JULY 15, 2003
RESOLUTION: CLARIFYING DIVISIONAL TITLE AUTHORITY
WHEREAS, Comerica Bank (the "Bank") is the surviving entity in a merger
with Comerica Bank-California and Comerica Bank-Texas;
WHEREAS, certain of the former officers of Comerica Bank-California
("Former California Officers") and Comerica Bank-Texas ("Former Texas
Officers") are now officers of the Bank;
WHEREAS, the Bank titles of Former California Officers generally are
followed with divisional demarcations including, without limitation,
"Western Division," "Technology & Life Sciences-Division," "Financial
Services-Division," "SBA-Division," "Entertainment-Division" or "Merchant
Services-Division" and the Bank titles of Former Texas Officers generally
are followed with divisional demarcations including, without limitation,
"Texas Division" or "Houston Region";
WHEREAS, the titles of Former California Officers and Former Texas
Officers are typically one level higher than the respective titles of
equivalent officers of the Bank; and
WHEREAS, the Bank periodically grants certain officers the authority to
take or cause to be taken various actions, such as is done (by way of
example) in the following sample resolution:
RESOLVED, that the Chairman, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice
President, Senior Vice President or their designees
(collectively, the "Authorized Officers") are individually
authorized to take or cause to be taken any and all actions,
and to execute and deliver or cause to be executed and
delivered all agreements, documents, certificates and
undertakings, in the name and on behalf of the Bank, as the
Authorized Officer shall determine to be necessary,
advisable, appropriate or desirable to carry out the intent of
the foregoing resolutions.
OFFICIAL RECORD!
CITY SECRETARY
FT. WORTH, TX ll
NOW THEREFORE, BE IT RESOLVED, that, unless specifically stated
otherwise, when Bank officers of a particular title level are granted
authority in a Bank Board resolution, such officer title shall be deemed to
mean (i) a non-divisional title or (ii) a divisional title that is one level higher
than the one listed. For example, if a Bank Board resolution grants
authority to any First Vice President, such authority shall only be conferred
upon non-divisional First Vice Presidents or divisional Senior Vice
Presidents.
RESOLVED FURTHER, that the Secretary or Assistant Secretary of the
Bank is hereby authorized to amend these resolutions to correct them for
any scrivener's or other errors, to provide clarification thereof or to ensure
technical compliance with applicable law, order or regulation, and such
resolutions are hereby deemed adopted in haec verbs with the same force
and effect as if set forth herein at length and that copies thereof be filed
with the records of the Bank.
EXHIBIT D
COMERICA BANK
REGULAR MEETING OF THE BOARD OF DIRECTORS
FEBRUARY 15, 2006
RESOLUTION: DIVISIONAL TITLES
WHEREAS, the titles of certain officers of Comerica Bank (the "Bank")
include the following geographical divisional demarcations: "Western
Division," "Texas Division" and "Florida Division"; and
WHEREAS, the Bank desires to change the foregoing "Division"
demarcations to "Market" demarcations.
NOW THEREFORE, BE IT RESOLVED, that any reference to the word
"Division" in the titles of individual officers assigned to any of the foregoing
geographical divisions of the Bank shall be, and the same hereby is,
replaced with the word "Market";
RESOLVED FURTHER, that the Secretary or Assistant Secretary of the
Bank is hereby authorized to amend these resolutions to correct them for
any scrivener's or other errors, to provide clarification thereof or to ensure
technical compliance with applicable law, order or regulation, and such
resolutions are hereby deemed adopted in haec verba with the same force
and effect as if set forth herein at length and that copies thereof be filed
with the records of the Bank.
T:\GENERAL\sudney\WPDATA\DOCS\2009\Exhibits(all)for Signing Authority Certificate.doc
OFFICIAL RECORD
CITY SECRETARY
FT WORTH, TX