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HomeMy WebLinkAboutContract 50873 Received Date:6/20/18 Received Time:8:30 a.m. Developer and Project Information Cover Sheet: Developer Company Name: FG Aledo Development,LLC Address, State,Zip Code: F3045 Lackland Rd,Fort Worth,TX,76116 Phone&Email: i k illasableholdin s Authorized Signatory,Title: Kim Gill,President of KTFW Investments,Inc. Manager of Developer Project Name: Morningstar Section 6 Phase 4 Brief Description: Water, Sewer,Paving, Storm Drain, Street Lights Project Location: FM 3325 Parker County Plat Case Number: FP 17-064 Plat Name: Morningstar Development Mapsco: 71OZ Council District: ETJ CFA Number: 2018-057 City Project Number: 101091 OFFICIAL KRCORQ cmy SlCRF-TARY WORTH,TX City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date: 02.20.2017 Page 1 of 11 STANDARD COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 50873 WHEREAS, FG Aledo Development, LLC , ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements") related to a project generally described as Morningstar Section 6 Phase 4 ("Project") within the City or the extraterritorial jurisdiction of Fort Worth, Texas ("City"); and WHEREAS, the City has no obligation to participate in the cost of the Improvements or Project; and WHEREAS,any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA" or "Agreement") in connection with the collective Improvements for the Project. NOW,THEREFORE,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, as amended, is hereby incorporated into this 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 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 11, 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 Improvements. Developer further acknowledges that said acceptance process requires t: e eve oper 5s con tr Aor(s) City of Fort worth,Texas OFFICIAL RECORD Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CITY SECRETARY CFA Official Release Date: 02.20.2017 1 FT,WORTH,TX Page 2 of 11 to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer 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 describe the Improvements and are incorporated herein: Water(A) N. Sewer(A-1) ®_ Paving (B) Z_ Storm Drain(B-1) N. Street Lights & Signs (C) Z. E. The Developer shall award all contracts for the construction of the Improvements in accordance with Section II,paragraph 7 of the Policy and the contracts shall be administered in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its contractor(s)pays the then-current City-established wage rates. F. For all Improvements 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 prequalified, insured,licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater 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 from the date of final acceptance 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. City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date: 02.20.2017 Page 3 of 11 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 Certificate of Insurance (ACORD or other state-approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available;to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces, to not 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 in order to schedule a Pre-Construction Meeting. The 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, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under 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 payment of 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. City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date: 02.20.2017 Page 4of11 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, its 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, its 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 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. City of Fort Worth, Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date: 02.20.2017 Page 5 of 11 N. Upon completion of all work associated with the construction of the 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. 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. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period,the developer may request that the CFA be extended for one additional year. 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 Improvements if at the end of two(2)years from the date of this Agreement(and any extension period) the Improvements 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 Improvements or to cause the payment of costs for City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date: 02.20.2017 Page 6 of 11 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. Q. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. IMMIGRATION AND NATIONALITY ACT R. Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date: 02.20.2017 Page 7of11 Cost Summary Sheet Project Name: Morningstar Section 6 Phase 4 CFA No.: 2018-057 City Project No.: 101091 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 $ 145,309.25 2.Sewer Construction $ 125,572.80 Water and Sewer Construction Total $ 270,882.05 B. TPW Construction 1.Street $ 363,307.00 2.Storm Drain $ 53,431.00 3.Street Lights Installed by Developer $ 31,019.25 4. Signals $ - TPW Construction Cost Total $ 447,757.25 Total Construction Cost(excluding the fees): $ 718,639.30 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 5,417.65 D. Water/Sewer Material Testing Fee(2%) $ 5,417.65 Sub-Total for Water Construction Fees $ 10,835.30 E. TPW Inspection Fee(4%) $ 16,669.52 F. TPW Material Testing(2%) $ 8,334.76 G. Street Light Inspsection Cost $ 1,240.77 H. Signals Inspection Cost $ - H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ 26,245.05 Total Construction Fees: $ 37,080.35 Choice Financial Guarantee Options,choose one Amount Mark omr 2 Bond=100% $ 718,639.30 Completion Agreement=100%/Holds Plat $ 718,639.30 x Cash Escrow Water/Sanitary Sewer-125% $ 338,602.56 Cash Escrow Paving/Storm Drain=125% $ 559,696.56 Letter of Credit=125%w/2yr expiration period $ 898,299.13 City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date:02.20.2017 Page 8 of 11 ACCORDINGLY,the City of Fort Worth and Developer have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER FG Aledo Development,LLC Jesus J.Chapa(Jun 19,2018) Jesus J. Chaps Assistant City Manager Date: Jun 19,2018 KIM GILL(-run Name: Kim Gill Recommended by: Title: President of KTFW INVESTMENTS, INC. MANAGER OF DEVELOPER r ►1 / fr Evelyn Robes(Jinn 11 F2018) Date: Jun 14,2018 Evelyn Roberts/Jennifer Ezernack Project Assistant Planning and Development Contract Compliance Manager: By signing, I acknowledge that I am the Approved as to Form &Legality: person responsible for the monitoring and administration of this contract, including /GLI�� /�GC�GIG`f6`1 ensuring all performance and reporting Richard A.McCracken(Jun 19,2018) requirements. Richard A. McCracken Assistant City Attorney �'c�L `yfi2a/� M&C No. N/A J;�fe Scarlett Morales(Jun 19,2018) Ll Date: Name: Janie Morales Form 1295: N/A Title: Development Manager ATTEST: Mary T. Kgyser MaryJ.Kayser(Jun 20,2018) Mary J. Kayser/Ronald Gonzales City Secretary/Assistant City Secretary City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date: 02.20.2017 Page 9 of 11 Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment i Attachment 1 -Changes to Standard Community Facilities Agreement ® Location Map ® Exhibit A: Water Improvements Exhibit A-1: Sewer Improvements Water and Sewer Cost Estimates ® Exhibit B: Paving Improvements Paving Cost Estimate Exhibit B-1: Storm Drain Improvements Storm Drain Cost Estimate Exhibit C: Street Lights and Signs Improvements Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date:02.20.2017 Page 10 of 11 ATTACBMENT"1" Changes to Standard Agreement Community Facilities Agreement City Project No. 101091 None. City of Fort Worth,Texas Standard Community Facilities Agreement-Morningstar Section 6 Phase 4 CFA Official Release Date:02.20.2017 Page 11 of 11 00 42 43 DAP-BID PROPOSAL PW l or7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM CONTRACT BIDS 3/11/2018 MORNINGSTAR-SECTION 6-PHASE 4 CPN: 101091 UNIT PRICE BID Bidder's Application Project Item Information Bidders Proposal Bidlist Item Specification Unit of Bid Description Section No. Measure Quantity Unit Price Bid Value No. UNIT I:WATER IMPROVEMENTS 1-1 311 0161 6"Water Pipe 133 11 12 LF 10 S28.w S2gu.w 1-2 3311.0261 8"Water Pipe 33 11 12 LF 2,293 $21.25 $48,726.25 1-3 3312.3002 6"Gate Valve 331220 EA 2 $950.00 $1,900.00 1-4 3312.3003 8*Gate Valve 331220 EA 4 $1,050.00 $4,200.00 1-5 3312.0117 Connect.to Existing 4"-12"Water Main 33 1225 EA 3 $800.00 $2,400.00 1-6 3312.0001 Fire Hydrant 331240 EA 2 $3,750.00 $7,500.00 1-7 3311.0001 Ductile Iron Water Fittings 33 11 11 TON 2 $7,500.00 $15,000.00 1-8 3305.0109 Trench Safety 3305 10 LF 2,303 $1.00 $2,303.00 19 3312.2003 1"Water Service 33 12 10 EA 72 $875.00 $63,000.00 TOTAL UNIT I:WATER IMPBQYEMENTIJ $145,309.25 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form V4rrioa April 2.2014 00 42 43-EXECUTED CONTRACT BID ITEMS-MORNINGSTAR-SECTION 6 PHASE 4-03-11-16.xis 00 42 43 DAP-BID PROPOSAL Paga 2 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM CONTRACT BIDS 3/11/2018 MORNINGSTAR-SECTION 6-PHASE 4 CPN: 101091 UNIT PRICE BID Bidder's Application Project Item Information Bidders Proposal Bidlist Item Description Specification Unit ofBid Unit Price Bid Value No. I Section No. Measure Quantity UNIT II: SANITARY SEWER IMPROVEMENTS Z-1 3331.4115 8"Sewer Pipe 33 31 2U Lr 1,328 $36.UU �47,8U8.UU 2-2 3339.1001 4'Manhole 33 39 20 EA 8 $5,100.00 $40,800.00 2-3 3331.3101 4'Sewer Service,Two-way cleanout 33 31 50 EA 48 $525.00 $25,200.00 2-4 3301.0002 Post-CCTV Inspection 330131 LF 1,328 $3.10 $4,116.80 2-5 13301.0101 Manhole Vacuum Testing 33 01 30 EA 8 $165.00 $1,320.00 2.6 3305.0109 Trench Safety 3305 10 LF 1,328 $1.00 $1,328.00 2-7 9999.0001 Connect to Existing Sanitary Sewer Main 33 11 10 EA 3 $500.00 $1,500.00 2-8 3305.0107 Manhole Adjustment,Minor 33 05 14 EA 7 5500.00 $3,500.00 TOTAL UNIT II:SANITARY SEWER IMPROVEMENTS $125,572.80 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version April 2,2014 00 42 43-EXECUTED CONTRACT BID ITEMS-MORNINGSTAR-SECTION 6 PHASE 4-03.11.1 Y.As 00 42 43 DAP-BID PROPOSAL Page 3 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM CONTRACT BIDS 3/11/2018 MORNINGSTAR-SECTION 6-PHASE 4 CPN: 101091 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal 13u11ist Specification Unit of Bid Item Description Section No. Measure Quantity Unit Price Bid Value No. UNIT III: DRAINAGE IMPROVEMENTS 3-1 3305.0109 Trench Safety 33 U5 IU LF 101 b i.W S I61.0U 3-2 3341.0309 36"RCP,Class III 3341 10 LF 160 $112.00 $17,920.00 3-3 9999.0002 TXDOT 2:136"CH-PW-O-HDWL(MODIFIED) 33 49 40 EA 1 $6,800.00 $6,800.00 3-4 3349.5003 29 Curb Inlet 33 49 20 EA 2 $11,300.00 $22,600.00 3-5 3137.0104 Medium Stone,Riprap,Dry 313700 SY 70 $85.00 $5,950.00 TOTAL UNIT III:DRAINAGE IMPROVEMENTS $53,431.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Forth Version April 2,2014 00 42 43-EXECUTED CONTRACT BID ITEMS-MORNINGSTAR-SECTION 6 PHASE 4-03-11.1 S.xls 00 42 43 DAP-BID PROPOSAL Page 4 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM CONTRACT BIDS 3/112018 MORNINGSTAR-SECTION 6-PHASE 4 CPN: 101091 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Specification Unit of Bid Item Description Unit Price Bid Value No. Section No. Measure Quantity UNIT IV:PAVING IMPROVEMENTS 4-1 3213.0101 0"Con,;11ti1nt 32 13 13 SY 7,585 1.41.79 1310,977.13 4-2 3211.0501 6"Lime Treatment 32 1129 SY 8,111 $2.05 $16,627.55 4-3 3211.0400 Hydrate Lime 3211 29 TN 122 $169.00 $20,618.00 4-4 3213.0501 Barrier Fra Ramp-Type R-1 32 13 20 EA 4 $1,249.00 54,996.00 4-5 3213.0504 Barrier Fra Ramp-Type M-2 32 13 20 EA 2 $1,195.00 $2,390.00 4-6 3441.4003 Furnish&Install Ground Mount post W/Stop& 34 41 30 EA 3 $1,161.90 Directive R1-1 $387.30 4-7 9999.0003 Street Name Plates for Street Intersection(4-blades) 3441 30 EA 12 544.70 $536.40 TOTAL UNIT IV:PAVING IMPROVEMENTS $363,307.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Forth Version April 2,2014 00 42 43-EXECUTED CONTRACT BID ITEMS-MORNINGSTAR-SECTION 6 PHASE 4-03.11.18.x15 00 42 43 DAP-BID PROPOSAL Page 5 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM CONTRACT BIDS 3/11/2018 MORNINGSTAR-SECTION 6-PHASE 4 CPN: 101091 UNIT PRICE BID Bidder's Application Project Item Information Bidders Proposal Bidlist Item Description Specification Unit Unit Price Bid Value No Section No. Measure Bid e Quantity UNIT V: STREET LIGHTING IMPROVEMENTS 5-1 9999.000V Install llulizphane-Culunbia Alwwnun Pole, 34 41 20 EA 16 $525.00 $8,400.00 Washington-14.5'Luminaire WFCL2-070HO-30K-AS-BK-L5- 5-2 3441.3001 Furnish/Install Rdwy Illum Foundation TY 7 34 41 20 EA 16 $850.00 $13,600.00 5-3 2605.3015 Furnish/Install 2 Inch Conduit PVC SCH 80(T) 26 05 33 LF 839 $8.50 $7,131.50 5-4 3441.3401 Furnish/Instal11i10 Copper Electric Conductor 3441 10 LF 839 $2.25 51,987.75 Note: Tri-County Electric is providing certain items above TOTAL UNIT V:STREET LIGHTING IMPROVEMENTS $31,019.25 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version April 2,2014 00 42 43-EXECUTED CONTRACT Bm ITEMS-MORNINGSTAR-SECTION 6 PHASE 4-03-11-1 g.xla 00 42 43 DAP-BID PROPOSAL Page 7 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM CONTRACT BIDS 3/11/2018 MORNINGSTAR-SECTION 6-PHASE 4 CPN: 101091 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Specification Unit of Bid Item Description Unit Price Bid Value No. Section No. Measure Quantity Bid Summary UNIT I:WATER IMPROVEMENTS $1_45,309.25 UNIT II:SANITARY SEWER IMPROVEMENTS $125,572.80 UNIT III: DRAINAGE IMPROVEMENTS $53,431.00 UNIT IV:PAVING IMPROVEMENTS _ $363,307.00 UNIT V:STREET LIGHTING IMPROVEMENTS $31,019.25 Total Construction Bid $718,639.30 Contractor agrees to complete WORK for FINAL ACCEPTANCE within #days calendar days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version April 2,2014 00 42 43-EXECUTED CONTRACT BID ITEMS-MORNINGSTAR-SECTION 6 PHASE 4.03-11-18.xls COMPLETION AGREEMENT—LENDER FUNDED This Completion Agreement("Agreement)is made and entered into by and among the City of Fort Worth("City"), and 1+TT, LLC, a Texas LM.TED•Ll14BILITY CO PORA'HC NC'Developer"), and as State Bank;as succe§sor= in-intcrest by merger to Southwest Bank, a Texas State Ba k("Leader"), effective as of the date subscribed by the City's City Manager or Assistant City Manager. 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 22.640 ACRES?[acres that is located in the City,the legal description of which tract of real property is marked Exhibit "A" — Legal Description, attached hereto and incorporated herein for all purposes ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat FP 17-064 or FS<NUmb6r ; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of MORINGS SECTIQT 6a_PRASE 4 ("CFA"); and WHEREAS, the City has required certain assurances of the availability of funds to complete the water and sewer utilities, streets/paving, storm drain, street lights and street signs for the development of the Property ("Improvements"), and 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 granted to the Lender as additional security for the Loan (which term is hereinafter.defined) a security interest in all plans and specifications for the development of the Property (collectively, the "Plans"); and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 1 of 15 NOW THEREFORE,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 are 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 Improvements in the aggregate should not exceed the sum of SEVEN H 11, AAP > .1GKTEEN JTHOid,A,� _S?K kiUNDRED~TFJU-VNINE a#d THIRTY CENTS Dollars ($718,639.30). hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Improvements 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 may from time to time make advances to the Developer for the development of the Property under the development loan that has been made by the Lender to the Developer for the purpose of financing the costs of constructing the Improvements for the Property (the "Loan") subject to, and in accordance with, the terms, 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 "B", attached hereto and incorporated herein for all purposes, with the Hard Costs line items highlighted. The term"Hard Costs" shall mean the actual costs of construction and installation of the Improvements. 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 retainage 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 pursuant to this Agreement shall be released to the City as provided in the Texas Property Code upon expiration of the statutory retainage period. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 2 of 15 4. Completion by the Developer. The Developer agrees to complete the Improvements on or before the date for completion that is established in the Loan Documents plus thirty(30) days (the "Completion Date"), in accordance with the CFA,the Plans approved by the Lender and the City and all documents evidencing or securing the Loan (collectively, the "Loan Documents"). For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Improvements. 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 the Property is not completed by the Completion Date for any reason whatsoever,or(B)the Developer is in default under the Loan, then the Lender, at its sole option, may request the City to complete development.The City may, at its sole option and at the cost and expense of the Developer,within 10 days from receipt of Lender's request, notify Lender that it will undertake to complete the Improvements and the City shall then commence, pursue, and complete the Improvements 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 Improvements. If the City does not timely elect to complete the construction of the Improvements or if the Lender does not request the City to complete construction of the Improvements, then the Lender may at its election terminate this Agreement, or at its option, proceed to complete the Improvements, or foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to the Ci In the event the Lender has requested the City and the City has elected to complete the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in the Approved Budget within 10 days of the date that the City elected to complete and provided Lender with written notice of such election. The Developer hereby authorizes and instructs the Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of notification that the City elects to complete the Improvements. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 3 of 15 In the event the cost to complete the Improvements exceeds the moneys transferred to the City, City shall notify Lender and Developer in writing of the need of additional funds. The additional funds required to complete the Improvements shall be delivered to the City within 10 business days following notification to Lender and Developer. Failure to deliver the additional funds shall relieve the City of the obligation to complete the Improvements, in which event City shall use the Hard Costs funds in its possession to pay the contractor(s)all funds due it/them. Any remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Improvements if there is any default under any Loan Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to complete the Improvements, any Hard 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 Improvements, the Developer (and to the extent necessary the Lender) grants to the City and the Lender open access to the Property and shall execute and deliver such temporary easements over and across the entirety of the Property for the purpose of access and use for the completion of the construction of the Improvements in accordance with this Agreement. To the extent requested by the City and the Lender, written temporary construction easements 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 this Agreement satisfy all requirements of the City with respect to Developer's performance bond or other financial security in connection with the development of the Property and the completion of the Improvements that are contained in the CFA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants contained City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 4 of 15 herein in lieu thereof. To the extent the 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 Improvements; (b) mutual written agreement of all of the Parties; or(c)the reduction of the Completion Amount to zero. However, release of the plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this paragraph 11 shall not require the City to release the plat. 12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property.until the Improvements are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been paid, including but not necessarily limited to lien waivers and bills paid affidavits,the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 13. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Improvements the following: a.A statement that the City is not holding any security to guarantee any payment for work performed on the Improvements; b. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; c.A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property of the Improvements; and d. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in a., b., and c. above. 14. Miscellaneous. A. Non-Assignment of Agreement. This Agreement may not be assigned by any of the Parties without the prior written consent of all the other Parties. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 5 of 15 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) Notice to the City shall be addressed and delivered as follows: City of Fort Worth Planning and Development Department 200 Texas Street Fort Worth,Texas 76102 Attention: CFA Division Janie Morales,Development Manager Email: Janie.Morales@fortworthtexas.gov Confirmation Number: 817-392-7810 and/or Attention: CFA Division Email: cfa@fortworthtexas.gov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: Richard A. McCracken Office of the City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: PG ALEDO DEVELOPMENT,LLC, KIM GILL 3045 LACKLAND ROAD FORT WORTH,TEXAS 76116 Email: kgill@sableholdings.com (iii) Notice to the Lender shall be addressed and delivered as follows: SIMMONS BANK,ALEC BARRY 2200 WEST 7TH STREET FORT WORTH,TEXAS 76102 Email: Alea.Bar,i�y@simm,onsbanik.com City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 6 of 15 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 Annly. This Agreement shall be construed under and in accordance with the laws of the State of 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 contained in this Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement 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 be amended by a written instrument executed by all of the Parties to his Agreement. H. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 7 of 15 ACCORDINGLY,the City of Fort Worth, Developer and Lender have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories'effective as of the date executed by the City's City Manager or his/her designee.: CITY OF FORT WORTH: DEVELOPER: FG ALEDO DEVELOPMENT, LLC. Jesus J.Chapa(Jun 19,2018) Jesus J. Chapa KIM GILL( un 14,12018) Assistant City Manager Name: KIMBERLY GILL Title: PRESIDENT of KTFW INVESTMENTS,INC. Date: Jun 19,2018 MANAGER of DEVELOPER Approved as to Form and Legality: Date: Jun 14,2018 AVIMakWX LENDER: Richard A.McCracken(Jun 19,2018) SIMMONS BANK Richard A. McCracken Assistant City Attorney Alec Bann ATTEST: F FOIZr Alec Barry(Jun 15,2018) !Z Name: TMC BARRY Title: REGIONALPRI"S[M.'NT Mary�Yser �_ Mary J.Kayser(Jun 20,2018) Mary J. Kayser . ........ < Contract Compliance Manager City Secretary �j(q$ By Signing I acknowledge that I am the (( 11 person responsible for the monitoring and M&C: N administration of this contract, including Date: ensuring all performance and reporting r quirements. JJanie S.Morales Development Manage FOF�FICIALRlCORD 71TY SECRETARY a'm WORTH,TX City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 8 of 15 KIlVII ERLY A, the Guarantor of the Development Loan, is executing this Completion Agreement for the sole purpose of acknowledging that advances that are made by the Lender pursuant to this Completion Agreement shall be deemed to be advances that are made under the Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by KIMBERLY GILL. GUARANTOR ByK[M GILL(.run 14,201,9) Name:kIMBERLY GILL Title: PRESIDENT of KTFW 1NETIMENT , INC., MANAGER OEDE'VELOPER City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 9 of 15 List of Exhibits to the Completion Agreement Attachment 1 —Changes to the Standard Completion Agreement Exhibit A- Legal Description Exhibit B - Approved Budget City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 10 of 15 ATTACHMENT"1" Changes to Standard Completion Agreement None City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 11 of 15 EXHIBIT A STATE OF TEXAS COUNTY OF PARKER Being a tract of land out of the P. J. McClary Survey,Abstract No. 907 and the J. Morris Survey, Abstract No. 927, and situated in Parker County,Texas, and surveyed by Miller Surveying, Inc. of Hurst, Texas in May of 2017, said tract being a portion of the same tract of land described in the deed to FG Aledo Development,LLC,recorded as Document No.2014-10308 in the Deed Records of Parker County, Texas, and being a portion of the same tract of land described in the deed to FWFW Holdings, Inc., recorded as Document No. 2014-10303 in said Records and being more particularly described by metes and bounds as follows: Beginning at a 1/2 inch "MILLER 5665" capped steel rod found for the most easterly corner of Lot 16, Block 52, Morningstar, an addition to Parker County, Texas according to the plat thereof recorded in Cabinet D, Slide 560 of the Plat Records of Parker County, Texas; Thence North 25 degrees 20 minutes 46 seconds West a distance of 273.94 feet to a 1/2 inch "MILLER 5665" capped steel rod found for the beginning of a curve to the right with a radius of 910.00 feet and whose chord bears North 01 degrees 24 minutes 25 seconds East at 819.27 feet; Thence with said curve along an arc length of 849.81 feet to a 1/2 inch "MILLER 5665" capped steel rod found for the end of said curve; Thence South 61 degrees 50 minutes 23 seconds East a distance of 40.00 feet to a 1/2 inch "MILLER 5665" capped steel rod set for the beginning of a curve to the right with a radius of 870.00 feet and whose chord bears North 34 degrees 24 minutes 27 seconds East at 189.35 feet; Thence with said curve along an arc length of 189.72 feet to a 1/2 inch "MILLER 5665" capped steel rod set for the end of said curve; City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 12 of 15 Thence North 40 degrees 39 minutes 17 seconds East a distance of 191.88 feet to a 1/2 inch "MILLER 5665" capped steel rod set; Thence North 89 degrees 49 minutes 35 seconds East a distance of 423.81 feet to a 1/2 inch "MILLER 5665" capped steel rod set; Thence South 80 degrees 23 minutes 44 seconds East a distance of 356.43 feet to a 1/2 inch "MILLER 5665" capped steel rod set; Thence South 09 degrees 36 minutes 16 seconds West a distance of 468.51 feet to a 1/2 inch "MILLER 5665" capped steel rod found for the most northerly corner of Lot 20, Block 53, Morningstar, an addition to Parker County,Texas according to the plat thereof recorded in Cabinet , Slide of the Plat Records of Parker County, Texas; Thence South 43 degrees 53 minutes 16 seconds West a distance of 125.43 feet to a 1/2 inch "MILLER 5665" capped steel rod found in the easterly right-of-way line of Gladstone Drive, said rod being the beginning of a curve to the left with a radius of 300.00 feet and whose chord bears North 47 degrees 22 minutes 04 seconds West at 13.15 feet; Thence with said right-of-way line and with curve along an arc length of 13.15 feet to a 1/2 inch "MILLER 5665" capped steel rod found; Thence South 41 degrees 22 minutes 35 seconds West a distance of 170.00 feet to a 1/2 inch "MILLER 5665" capped steel rod found for the northwest corner of Lot 98, Block 57 of said Morningstar Addition Thence North 65 degrees 58 minutes 48 seconds West with the northerly boundary line of said Block 57 a distance of 80.16 feet to a 1/2 inch "MILLER 5665" capped steel rod found; City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 13 of 15 Thence South 89 degrees 14 minutes 16 seconds West continuing with said northerly boundary line a distance of 205.01 feet to a 1/2 inch "MILLER 5665" capped steel rod found; Thence South 00 degrees 45 minutes 44 seconds East with the westerly boundary line of said Block 57 a distance of 58.39 feet to a 1/2 inch "MILLER 5665" capped steel rod found; Thence South 15 degrees 56 minutes 16 seconds East continuing with said westerly boundary line a distance of 106.84 feet to a 1/2 inch "MILLER 5665" capped steel rod found; Thence South 25 degrees 20 minutes 46 seconds East continuing with said westerly boundary line a distance of 264.00.feet to a 1/2 inch "MILLER 5665" capped steel rod found for the northest corner of Lot 30 of said Block 57; Thence South 64 degrees 39 minutes 14 seconds West a distance of 170.00 feet to a 1/2 inch "MILLER 5665" capped steel rod found in the westerly right-of-way line of Mineral Point Drive; Thence South 25 degrees 20 minutes 46 seconds East with said westerly right-of-way line a distance of 9.32 feet to a 1/2 inch "MILLER 5665" capped steel rod found; Thence South 64 degrees 39 minutes 14 seconds West a distance of 240.00 feet to a 1/2 inch "MILLER 5665" capped steel rod found in the easterly right-of-way line of Gill Point Lane; Thence North 25 degrees 20 minutes 46 seconds West with said easterly right-of-way line a distance of 6.84 feet to a 1/2 inch "MILLER 5665" capped steel rod found; Thence South 64 degrees 39 minutes 14 seconds West a distance of 170.00 to the point of beginning and containing 22.640 acres of land, more or less. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 14 of 15 EXHIBIT B APPROVED BUDGET Section I Water $145,369.25 Sewer $1,25,573.80 Subtotal $270,882.05 Section II Interior Streets $363,307.00 Storm Drains $535431.00 Subtotal $416,738.00 Section III Street Lights $1 i,Q19.25 Sub-total $31,019.25 TOTAL $718,639.30 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 15 of 15