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HomeMy WebLinkAboutContract 54653 Received Date: 10/13/2020 Received Time: 8:36 AM Developer and Project Information Cover Sheet: Developer Company Name: FPMB Ventana Developer,LLC Address, State,Zip Code: 1 4001 Maple Avenue, Ste 600,Dallas,TX,75219 Phone&Email: 214-954-7025,peter@pmbinv.com Authorized Signatory,Title: I Peter Pincoffs,Manager Project Name: Ventana Phase 5A Brief Description: South of Aledo Road,West of Rolling Hill Drive Project Location: South of Aledo Road,West of Rolling Hill Drive Plat Case Number: Plat Name: Mapsco: Council District: 3 CFA Number: CFA20-0042 City Project Number: 102574 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Page 1 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] CSC No.54653 STANDARD COMMUNITY FACILITIES AGREEMENT This COMMUNITY FACILITIES AGREEMENT("Agreement") is made and entered into by and between The City of Fort Worth("City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager,and PMB Ventana Developer, LLC ("Developer"),acting by and through its duly authorized representative. City and Developer are referred to herein individually as a"party"and collectively as the"parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Ventana Phase 5A("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project,Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement("Community Facilities"or"Improvements"); and WHEREAS,as a condition of approval of the Project,Developer is required to meet the additional obligations contained in this Agreement,and Developer may be required to make dedications of land,pay fees or construction costs,or meet other obligations that are not a part of this Agreement.; and WHEREAS,the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this 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: 1. CFA Ordinance The Community Facilities Agreements Ordinance("CFA Ordinance"),as amended,is incorporated into this Agreement by reference, as if it was fully set forth herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exist between the terms and conditions of this Agreement and the CFA Ordinance,the CFA Ordinance shall control. 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been accepted by the City ("Engineering Plans")are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide OFFICIAL RECORD City of Fort Worth,Texas Page 2 of 20 Standard Community Facilities Agreement CITY SECRETARY Rev.10/5/19[NPC] FT. WORTH, TX at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: ® Exhibit A: Water ® Exhibit A-1: Sewer ® Exhibit B: Paving ® Exhibit B-1: Storm Drain ® Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements 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 specifications, the Engineering Plans, the Cost Estimates provided for the Improvements,and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). City of Fort Worth,Texas Page 3 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) 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 construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement,becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors,or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including,but not limited,to being prequalified,insured,licensed and bonded to construct the Improvements in the City. City of Fort Worth,Texas Page 4 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an oblige, in the amount of one hundred percent(100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions,Chapter 2253 of the Texas Government Code,and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with 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 must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider,which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight(48)hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed,and to allow such laboratory tests as may be required by the City. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. 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 Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights-of-Way Developer agrees to provide,at its expense,all necessary rights-of-way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. City of Fort Worth,Texas Page 5 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER 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 ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS,INCLUDINGDEATH, 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 PROPERL Y 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 SUCHINJURIES,DEATH OR DAMAGESARE CAUSED,IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS,SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL 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 INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS 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, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR ERPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS,IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts 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 Developer with its contractors,along with an assignment of all warranties given by the contractors,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. City of Fort Worth,Texas Page 6 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees,and water testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the construction of the Improvements, the City will reconcile the actual cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer must pay the difference to the City before the Improvements will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by the Developer,the City will refund the difference to the Developer. If the difference between the actual costs and the estimated payments made by the Developer is less than fifty dollars($50.00),the City will not issue a refund and the Developer will not be responsible for paying the difference. The financial guarantee will not be released by the City or returned to the Developer until reconciliation has been completed by the City and any fees owed to the City have been paid by the Developer. 15. Material Testing The City maintains a list of pre-approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtainproof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand- delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: DEVELOPER: Development Coordination Office PMB Ventana Developer, LLC City of Fort Worth 4001 Maple Avenue, Ste 600 200 Texas Street Dallas, TX, 75219 Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 City of Fort Worth,Texas Page 7 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other parry hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall,until the expiration of three(3)years after final payment under the contract,have access to and the right to examine any directly pertinent books, documents,papers and records of such contractor, involving transactions to the contract, and further,that City shall have access during normal working hours to all of the contractor's facilities,and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants,officers,contractors,subcontractors,and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co-employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, City of Fort Worth,Texas Page 8 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] servants, officers, contractors, subcontractors,and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 20. Non-Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose,their attorneys,have had the opportunity to review and comment on this document;therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting parry shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. City of Fort Worth,Texas Page 9 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] Prohibition on Boycotting Israel 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 with 10 or more full-time employees that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City 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 term"boycott Israel"has the meaning ascribed to it by Section 808.001 of the Texas Government Code. The term"company"has the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that Chapter 2270 of the Government Code is applicable to this Agreement, by signing this Agreement, 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 this Agreement. 26. Immigration and Nationality Act 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'SEMPLOYEES,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. 27. Amendment No amendment,modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 28. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights,privileges,or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 29. No Third-Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 30. City of Fort Worth,Texas Page 10 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] Compliance with Laws,Ordinances,Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that,if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 31. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 32. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original,but which together will constitute one instrument. 33. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder,and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth,Texas Page 11 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] 34. Cost Summary Sheet Project Name: Ventana Phase 5A CFA No.: CFA20-0042 City Project No.: 102574 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 305,222.00 2.Sewer Construction $ 375,389.00 Water and Sewer Construction Total $ 680,611.00 B. TPW Construction 1.Street $ 679,023.75 2.Storm Drain $ 338,881.00 3.Street Lights Installed by Developer $ 93,266.00 4. Signals $ - TPW Construction Cost Total $ 1,111,170.75 Total Construction Cost(excluding the fees): $ 1,791,781.75 Estimated Construction Fees: C. Construction Inspection Service Fee $46,060.00 D. Administrative Material Testing Service Fee $15,876.00 E. Water Testing Lab Fee $900.00 Total Estimated Construction Fees: $ 62,836.00 Choice Financial Guarantee Options,choose one Amount Mark one Bond=100% $ 1,791,781.75 Completion Agreement=100%/Holds Plat $ 1,791,781.75 x Cash Escrow Water/Sanitary Sewer-125% $ 850,763.75 Cash Escrow Paving/Storm Drain=125% $ 1,388,963.44 Letter of Credit=125% $ 2,239,727.19 City of Fort Worth,Texas Page 12 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC) IN WITNESS WHEREOF,the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH DEVELOPER PMB Ventana Developer,LLC Dana Burghdoff(Oct 9,202 :22 CDT) /CQ,p _ Dana Burghdoff Peter Pincoffs(Oct 8,202016:20 CDT) Assistant City Manager Name: Peter Pincoffs Title: Manager Date: Oct 9,2020 Date: Oct 8,2020 Recommended by: EveG—m Rode, Evelyn froberts(Oct 8,202016:44CDT) Evelyn Roberts/Jennifer Ezernack Project Assistant Planning and Development Approved as to Form &Legality: Richard A.McCracken(Oct 8,202017:43 CDT) Contract Compliance Manager: Richard A.McCracken Sr.Assistant Citv Attorney By signing, I acknowledge that I am the person M&C No. N/ responsible for the monitoring and Date: administration of this contract,including ensuring all performance and reporting Form 1295: N in 4o4on4u requirements. �po�ToRr�aa vp�� °9°d Laurie Lewis ATTEST: o o=$ Laurie Lewis(Oct 8,202016:59 CDT) Ppa*o 81*� Ronald P.Gonzales( ct 020 09:52 CDT) aaab n�0000 Name: Laurie Lewis Title: Interim Development Manager Mary J.Kayser/Ronald Gonzales City Secretary/Assistant City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Page 13 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment ® Attachment 1 -Changes to Standard Community Facilities Agreement ® Attachment 2—Phased CFA Provisions ® Attachment 3 —Concurrent CFA Provisions ® Location Map ® Exhibit A: Water Improvements ® Exhibit A-1: Sewer Improvements ® Exhibit B: Paving Improvements ® Exhibit B-1: Storm Drain Improvements ® Exhibit C: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Page 14 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] ATTACIEMENT"1" Changes to Standard Community Facilities Agreement City Project No. 102574 None City of Fort Worth,Texas Page 15 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] ATTACHMENT "2" Phased CFA Provision City Project No. 102574 The improvements being constructed by Developer pursuant to this Agreement will connect to or be dependent upon improvements Developer is constructing under a separate Community Facilities Agreement that have not been completed and accepted by the City(Ventana Pumping Facility Hydropheumatic Tank Addition, City Project Number 102971). Therefore, this Agreement shall be considered a"Phased CFA" and the provisions contained in this section shall apply to this Agreement. The improvements being constructed by Developer under the separate Community Facilities Agreement shall be defined as the "Parent Project." The improvements being constructed by Developer under this Agreement shall be defined as the "Child Project." Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction Problems"). Construction Problems may include, but are not limited to: failure of the improvements to comply with the approved plans or City Specifications; failure of the improvements in the Parent Project and the Child Project to properly connect to each other; changes to the design or construction of the improvements in the Parent Project that impact the design and construction of the improvements in the Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of some or all of the improvements and Developer having to remove and reconstruct the improvements at Developer's expense. In addition, Developer understands and agrees that disputes may arise between Developer's contractors or their subcontractors relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors or disputes between contractors and subcontractors. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for Developer's decision to proceed with a Phased CFA. Developer shall not make the final connection of the improvements in the Child Project to the improvements in the Parent Project until the improvements in the Parent Project have been constructed and accepted by the City and the City has consented to Developer making the connection. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more single family residential homes or structures, the City will not record the plat related to the Project until the improvements are constructed and accepted by the City. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more commercial buildings or structures, the Developer shall not receive a Certificate of Occupancy from the City for the building(s)related to City of Fort Worth,Texas Page 16 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] the Project until the improvements in this Agreement are constructed and accepted by the City. Developer further understands and agrees that completion of the improvements under this Agreement does not entitle Developer to obtain a final plat of the property until all other requirements of Federal law, State law, or the City Code relating to the filing and recording of a final plat have been met by Developer. BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY AND ALL ECONOMICDAMA GES PROPERTYLOSS,PROPERTYDAMAGESANDPERSONAL INJURY, (INCLUDING DEATH OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBYEXPRESSLYRELEASESAND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TOANYANDALL ECONOMICDAMAGES,PROPERTYLOSS,PROPERTY DAMAGE AND PERSONAL INJURY(INCL UDING DEATH ARISING OUT OF OR IN CONNECTION WITH,DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CFA. DEVELOPER,AT ITS SOLE COSTAND EXPENSE,AGREES TO AND DOES HEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROMAND A GAINSTANYAND ALL CLAIMS(WHETHER ATLA W OR INEQUITI9, LIABILITIES, DAMAGES (INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTYDAIVIAGES AND PERSONAL INJURIES INCLUDING DEATH LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAYRELATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY THE CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA 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. DEVELOPER: Apf Q_ Peter Pincoffs(Oct 8,2020 16:20 CDT) Name: Peter Pincoffs Title: Manager City of Fort Worth,Texas Page 17 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] ATTACHMENT "2" Concurrent CFA Provision City Project No. 102574 The improvements being constructed by Developer pursuant to this Agreement will connect to or be dependent upon improvements being constructed by PB Ventana 1,LLC(Ventana Lift Station, City Project Number 101675),and GRBK Edgewood, LLC (Ventana Phase 4, City Project Number 102239), under separate Community Facilities Agreements, City Secretary Contract Nos. 52888 and 53049 (hereinafter the "Separate CFAs"). Developer has requested and the City has agreed to allow Developer to begin the construction of the improvements contained in this Agreement before the improvements being constructed under the Separate CFAs are completed and accepted by the City. Therefore,this Agreement shall be considered a"Concurrent CFA" and the provisions contained in this Attachment shall apply to this Agreement. The improvements being constructed under the Separate CFAs shall be defined as the "Primary Projects." The improvements being constructed by Developer under this Agreement shall be defined as the "Secondary Project." Developer acknowledges and agrees that due to Developer's election to construct a Concurrent CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction Problems"). Construction Problems may include, but are not limited to: failure of the improvements to comply with the approved plans or City Specifications; failure of the improvements in the Primary Projects and the Secondary Project to properly connect to each other; changes to the design or construction of the improvements in the Primary Projects that impact the design and construction of the improvements in the Secondary Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer or the developers of the Primary Projects; failure of the improvements to pass inspection or material testing;or rejection by the City of some or all of the improvements and Developer or the developers of the Primary Projects having to remove and reconstruct the improvements at the expense of Developer, developers of the Primary Projects, or both. In addition, Developer understands and agrees that disputes may arise between the contractors or subcontractors for the Primary Projects and the contractors or subcontractors for the Secondary Project relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors, disputes between contractors and subcontractors and disputes between Developer and the developers of the Primary Projects. Developer acknowledges and certifies that Developer has entered into written agreements with the developers of the Primary Projects and said agreements: (1)provide Developer with any access needed through property owned by the developers of the Primary Projects; (2) that Developer and the developers of the Primary Projects shall resolve all disputes regarding the design and construction of the Primary Projects and the Secondary Project; and(3)the developers of the Primary Projects will notify Developer of any all changes to the design or construction of the improvements in the Primary Projects, including any field changes. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Concurrent CFA, the provisions of this Attachment, the risks associated with a Concurrent CFA, and that the City shall City of Fort Worth,Texas Page 18 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] not bear any responsibility for construction of the improvements or Developer's decision to proceed with a Concurrent CFA. Developer shall not make the final connection of the improvements in the Secondary Project to the improvements in the Primary Projects until the improvements in the Primary Projects have been constructed and accepted by the City and the City has consented to Developer making the connection. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more single family residential homes or structures, the City will not record the plat related to the Project until the improvements are constructed and accepted by the City. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more commercial buildings or structures, the Developer shall not receive a Certificate of Occupancy from the City for the building(s)related to the Project until the improvements in this Agreement are constructed and accepted by the City. Developer further understands and agrees that completion of the improvements under this Agreement does not entitle Developer to obtain a final plat of the property until all other requirements of Federal law, State law, or the City Code relating to the filing and recording of a final plat have been met by Developer. BY CHOOSING TO CONSTRUCT A CONCURRENT CIA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANYANDALL DAMAGES,INCL UDINGBUTNOTLIIVIITED TO,ANYAND ALL ECONOMICDAIVIAGES,PROPERTYLOSS,PROPERTYDAIVIAGESANDPERSONAL INJURY(INCLUDING DEATH OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBYEXPRESSLYRELEASESAND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL ECONOMIC DAMAGES, PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A CONCURRENT CIA. DEVELOPER, AT ITS SOLE COST AND EXPENSE,AGREES TO AND DOES HEREBYINDEMNIFY,DEFEND,PROTECT,AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES,AND SER VANTS FOR,FROMAND A GAINST ANYAND ALL CLAIMS (WHETHER AT LA W OR INEQUITI9, LIABILITIES, DAMAGES(INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTY LOSS, PROPERTY DAMAGES AND PERSONAL INJURIES INCL UDING DEA TH),LOSSES,LIENS, CAUSES OFACTION, SUITS,JUDGMENTS AND EXPENSES(INCLUDING,BUTNOTLDHTED TO, COURT COSTS, ATTORNEYS'FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELEATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A CONCURRENT CIA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR INPART BY THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A City of Fort Worth,Texas Page 19 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] CONCURRENT CFA, WHETHER OR NOT SUCH INJURIES DEATH OR DAMAGES ARE CA USED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FOR T WORTH,ITS OFFICERS, SERVANTS OR EMPLOYEES. By signing below, Developer certifies that all statements contained in this Attachment"2" Concurrent CFA Provision are true and correct. DEVELOPER: Ap,f!Q Peter Pincoffs(Oct 8,202016:20 CDT) Name: Peter Pincoffs Title: Manager City of Fort Worth,Texas Page 20 of 20 Standard Community Facilities Agreement Rev.10/5/19[NPC] 00 42 43 DAP-BID PROPOSAL Page 1 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Ventana Phase 5A UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Bid Unit Pace Bid Value Measure Quantity UNIT I:WATER IMPROVEMENTS 3311.0001 Ductile Iron Water Fittings w/Res 3311 11 TON 2.88 $4,500.00f $12,960.00 3311.0241 8"Water Pipe 33 11 10,33 11 12 LF 4518 $34.00 $153,612.00 3312.0001 Fire Hydrant 33 12 40 EA 6 $4,250.00 $25,500.00 3312.0117 Connection to Existing 4"-12"Water Main 33 12 25 EA 1 (Phase 4_Dates Branch Lane) $1,000.00 $1,000.00 3312.0117 Connection to Existing 4"-12"Water Main 33 1225 EA 1 (Phase 4;Rhapsody Way) $1,000.00 $1,000.00 Connection to Existing 4"-12"Water Main 3312.0117 33 12 25 EA 1 (Phase 4--Joplin Blues Lane) $1,000.00 $1,000.00 3312.2003 1"Water Service 33 12 10 EA 93 $950.00 $88,350. 00 3312.3003 8"Gate Valve 33 12 20 EA 14 $1,300.00 $18,200.00 00 9999. 01 1"Irrigation Service 00 00 00 EA 3 $1,200.00 $3,6001.001 TOTAL UNIT :WATER IMPROVEMENTS, $305 222.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICA770N DOCUMENTS-DEVELOPER AWARDED PROJECTS Fon"Version May 22,2019 00 42 43 Bid Proposaf_Vmteos Phan SA-CCTX 00 42 43 DAP-BID PROPOSAL Pagc 2 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Ventana Phase SA UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. I Unit of Bid Unit Price Bid Value Measure Quantity UNIT It:SANITARY SEWER IMPROVE EN 3301.0002 Post-CCTV Inspection 3301 31 LF 3904 $3.00 $11,712.00 3301.0101 Manhole Vacuum Testing 3301 30 EA 18 $1510.00 $2,700.00 3305.0109 Trench Safety 33 05 10 LF 3904 $1.00 $3,904.00 3331.3101 4"Sewer Service 3331 50 EA 93 $650.00 $60,450.00 3331.4115 8"Sewer Pipe-SDR 26 33 11 10,33 31 12 LF 3734 $42.00 $159,828.00 3331.4116 8"Se_wer_Pipe-SDR 26,CSS Backfill 33 11 10,33 31 12 LF 170 $52.00 $8,840.00 33 39.0001 Epoxy Manhole Liner 33 39 60 VF 105 $325.00 $34,125.00 3339.1001 4'Manhole- 33 39 10,33 39 20 EA 17 $4 000.00 $66,000.00 3339.1002 4'Drop Manhole 33 39 10,33 39 20 EA 1 $5,000.00 $5,000.00 _,_....... .... b','3.--.-_. _ . 3339.1003 4'Extra Depth Manhole 33 39 10,33 39 20 VF 48 V75.00 $8,050.00 9999.0002 20"Steel Encasement DO 00 00 LF 51 $180.00 $9,180,00 i Connect to Existing 8"Sewer Man sss9.00a3 000000 EA 1 (Phase.4-Oates_Branch_Lane) $1,200.00 $1,200.00 9999.0004 Connect to Existing 8"Sewer Main 00 00 00 EA 1 (Phase 4..Rhapsody Way) $1,200.00 $1,200.00 9999.0005 Connect to Existing 8"Sewer Main 00 00 00 Fes, 1 (Phase 4-Joplin Blues Lane) $1,200.00 $1,200.00 TOTAL UNIT SANITARY SEWER IMPRQVEMENni $375,389.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS F.-Versian May 22,2019 00 42 43_Bid Proposal_Ventana Phase 5A-CCTX 00 42 43 DAP-BIDPROPOSAL Page 3 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Ventana Phase 5A UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlisi Item No. Description Specification Section No. Unit of Bid Unit Price Bid Value Measure Quantity UNIT III:DRAINAGE IMPROVEMENTS 3137.0102 Large Stone Riprap,dry 31 3700 SY 397 $95.00 $37,715.00 3305,0109 Trench Safety 3305 10 LF 1921 $1.00 $1,921.00 3341.0201 21"RCP,Class III 33 41 10 LF 405 $55.00 $22,275.00 3341.0265 24"RCP,Class III 33 41 10 LF 164 $60.00 $9,840.00 3341.0302 90"RCP,Class III 33 41 10 LF 091 $75.00 $74,325.00 3341.0402 42"RCP,Class III 33 41 10 LF 145 $135.00 $19,575.00 3341.1401 7'x3 Box Culvert 3341 10 LF 216 $355.00 $76 680.00 _..a -_ . 3349.0001 4'Storm Junction Box 33 49 10 EA 4 $5,.00_0.0_,.0 $20 000,00 _3349.5001 10'Curb Inlet 33 49.20 EA 5 $3,200.00 $16,000.00 3349.5002 15'Cu_rb Inlet 33 49 20_ EA 2 $4,200.00 $8,4.00.0.0 3349.5003 20'Curb Inlet 33 49 20 EA 2 $5,400.0 0 $10,800.00 9999.0006 42'4 1 Sloped End Headwall 00 00 00 EA 1 $5,000.00 $5,000.00 9999.0007 14'X3'TxDOT Type PW-1 Concrete Wingwall 00 00 00 EA 2 $17,500.00 $35,000.00 99 99.0008 Inlet Protection 00 00 00 EA 9 $150.00 $1,350.00 i TOTAL UNIT III:DRAINAGE IMPROVEMENTS $338,881.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS F.-Version May 22,2019 00 42 43 Bid Proposal_Vcntam Phase 5A-CCTX 00 42 43 DAP-BID PROPOSAL Page 4 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Ventana Phase 5A UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Bid Unit Price Bid Value Measure Quantity UNIT IV:PAVING IMPROVEMENTS 3211.0400 Hydrated Lime(30lbslsy) 3211 29 TON 232 $180.00 $41,760.00 3211.05 6'Lime Treatment 32 11 2 . ..._.. ..01 _ .._ 9 SY 15,477 $3.00 $46,431.00 3213.0101 6"Conc Pvmt 32 13 13 Sy 14,531 $36.00 $523,116.00 3213.6301 4"Conc Sidewalk 32 13 20 SF 4,159 $3.25 $13,518.75 - - 3213.0501 Barrier Free Ramp,Type R-1 32 13 20 EA 4 $.1,300.00 $5,200.00 --__...._._..P yp-_= _...... 0 EA 10 $1,200.00 $12,000.00 3213.0506 Barrier Free Ram ,T e P-1 32 13 2 9999.0009 Construct Type III Barricade 000000 EA 3 $600.00 $1,800.00 9999.0616 Construct Std.Pvmt Header 000000 LF 67 9999.0013 Stap Signs —-pproved Equal 000000 EA 177 $65 9999.0011 Remove Barricade and Connect to -ExistingP_ave_ment' 00 00 00 EA 3 500.00 $1,500.00 9999.0012 Txt)OT PR11 Handrail&r- 0 06 3,01 0 9999.0014 Street Name Blade Pair 00 00 00 EA 8 $250.00 $2,000.00 9999.0015 Street Slgn Pole 00 00 00 EA 8 $300.00 $2,400.00 TOTALUNIT IV:PAVING IMPROVEMENTS, $679,023.75 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 00 42 433id Proposal_Venlans Phase 5A-CCTX 00 42 4i DAP-BID PROPOSAL Page 747 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Ventana Phase 5A UNIT PRICE BID Bidder's Application Project Item information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Bid Unit Price FBd Wluc Meastve Quantity Bid Summary UNIT I:WATER IMPROVEMENTS $305,222.00 UNIT It:SANITARY SEWER IMPROVEMENTS $375,389.00 UNIT III:DRAINAGE IMPROVEMENTS $338,881.00 UNIT IV:PAVING IMPROVEMENTS $679,023.75 UNIT V:STREET LIGHTING IMPROVEMENTS Total Construction Bid $1698 515.75 This Bid is submitted by the entity named below: BIDDER: By. Brock Huggins Conatser Construction TX,L.P. 5327 Wichita St. Fort Worth,TX 76119 TITLE: president DATE: Contractor agrees to complete WORK for FINAL ACCEPTANCE within 150 working 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-DEVEIAPER AWARDED PROJECTS Form Version May 22,2019 00 42 43 Bid Proposal_Vembna Phasc 5A-CCTX 00 42 43 DAP-BID PROPOSAL Page 5 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Ventana Phase 5A UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Bid Measure Quantity Unit Price Bid Value UNIT V:STREET LIGHTING IMPROVEMENTS 2605.3015 2"CONDT PVC SCH 80(T) 26 05 33 LF 1,141 $9.00 $10,269.00 3441.1409 #8 XHHW 3441 10 LF 1,141 $3.00 $3 423.00 3441.1757 Type 11 Pole with 33B Arm 34 41 20 EA 22 $2,317.00 $50,974.00 3441.3050 Residential 50 watt ATBO Cobra Head 34 41 20 EA 22 $350.00 $7 700.00 3441.3301 Typal Foundation 34 41 20 EA 22 $950.00 $20,900.00 TOTAL UNIT V:STREET LIGHTING IMPROVEMENTS $93,266.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form V—ioa May 22,2019 00 42 43_Bid Proposal_Ventana Phase 5A-C&S 00 42 43 DAP-BID PROPOSAL Page 7 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Ventana Phase 5A UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidhst Item No. Description Specification Section No. Unit of Bid Unit Price Bid Value Measure Quaulity Bid Summary UNIT I:WATER IMPROVEMENTS UNIT II:SANITARY SEWER IMPROVEMENTS UNIT III:DRAINAGE IMPROVEMENTS UNIT IV,PAVING IMPROVEMENTS UNIT V:STREET LIGHTING IMPROVEMENTS $9$,266.00 Total Construction Bid $93,266.00 ALTERNATE BID ITEMS Total Alternate Bid Items This Bid is submitted by the entity named below; BIDDER: BY: TITLE: C rles Wesley Saylofs DATE: President 07/16I2020 Contractor agrees to complete WORK for FINAL ACCEPTANCE within 66 working 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-DEVEIAPER AWARDED PROJECTS Fo Version May 22,2019 ofl 4243_Bid Ptopcsal_Vcntano Phasc,5A-C&S N NOT TO SCALE C ALEDO w �O O �QTh 00 c J O Q X: o r Q P�� DUNN PROJECT r LOCATION MAPSCO NO. 86S COUNCIL DISTRICT NO. 3 z� VENTANA PHASE 5A N o VICINITY MAP WA Engineering, Inc. 1A N NOTE: 6060 North Central Expressway Phone 469.621.0710 VENTANA PHASE 5A IS A CHILD PROJECT TO VENTANA PHASE Suite 440 4 (CPN102239), VENTANA LIFT STATION (CPN101675) & Dallas, Texas 75206 FRN - F-1386 VENTANA GRAVITY SEWER AND FORCE MAIN LINE (CPN102076) oa CPN 102574 S \ Sao �q WATERLINES UNDER 0 ^\ \ CONSTRUCTION �� \ REMOVE PLUG& / \ CONNECT i0 NOT REMOVE PLUG&CONNECT TO \ EXISTING INFRASTRUCTURE NOT EXISTING INFRASTRUCTURE \ y VENTANA PHASE 4 VENTANA PHASE 4 23 (CPN102239, X-26126) (CPN102239,X-26126) \ S^ 22 4 21 t' 20 g 19 � ®' 10 9 g 12 15 ® g 17 ,° 9 SX� 12 1 15 2 10 g 1g 12 11 1qi ~ 13 2 14 3 0 14 13 2 bm 3 14 3 13 4 4 15 5 4 ® END&PLUG 15 g 12 g , 4 7 WATER ,g � � „ g 9 g 175 '° EXH I BIT 'A' ,g 12 END& PLUG , ® 13 LEGEND 19 `µb 14 20 g ,g 13 PROPOSED 21 ,g 17 WATER LINE 13 20 19 PROPOSED GATE VALVE 14 24 21 22 23 PROPOSED 15 20 © FIRE HYDRANT 16 EXISTING 17 19 END&PLUG WATER LINE �g LIMITS OF ® PROJECT EXISTING FIRE HYDRANT ' v EXISTING GATE °s VALVE PROPOSED WATER LINES ARE 8" E� UNLESS OTHERWISE INDICATED Zo NOTE: VENTANA PHASE 5A o VENTANA PHASE 5A IS A CHID) PROJECT TO: VENTANA PHASE 4 (CPN102239) — NOT EXISTING INFRASTRUCTURE ��� x VENTANA UFT STATION (CPN101675) WA Engineering, Inc. N — NOT EXISTING INFRASTRUCTUE — NOT SHOWN Expressway 6060 North Central Ex Phone 469.621.0710 Y E o VENTANA GRAVITY SEWER AND FORCE MAIN LINE (CPN102076) Suite 440 — NOT EXISTING INFRASTRUCTURE Dallas, Texas 75206 FRN - F-1386 o� — NOT SHOWN CPN 102574 N �\--7 SANITARY SEWER \\ LINES UNDER CONSTRUCTION Q 'M REMOVE PLUG&CONNECT TO \ NOT EXISTING / INFRASTRUCTURE I/ REMOVE PLUG&CONNECT TO VENTANA PHASE 4 NOT EXISTING INFRASTRUCTURE \ (CPN102239, X-26126) VENTANA PHASE 4 203 (CPN102239, X-26126) 22 \ 21 8 20 \ 8 19 � ® 8 7 9 Pis 12 1e 11 10 ° 12 17 9 10 � sx \1 18 2 10 18 12 11 13 2 14 3 9 14 13 3 2 14 3 13 4 18 4 18 8 & 12 3 8 7 18 M 4 7 8 a 8 11 8 9 17 10 11 8 10 8 18 12 7 ® 13 END&PLUG 19 14 18 20 a + 18 17 21 18 ''3 � 19 ZO 14 2 24 21 22 23 18 1 20 8 17 19 NOTE: ® 18 VENTANA PHASE 5A IS A CHILD PROJECT TO: VENTANA PHASE 4 (CPN102239) — NOT EXISTING INFRASTRUCTURE VENTANA LIFT STATION (CPN101675) r v — NOT EXISTING INFRASTRUCTUE o s — NOT SHOWN s o VENTANA GRAVITY SEWER AND FORCE MAIN LINE (CPN102076) m SEWER - NOT EXISTING INFRASTRUCTURE z' EXHIBIT 'Al ' — NOT SHOWN �N VENTANA PHASE 5A d O O �o LEGEND x PROPOSED SANITARY SEWER WA Engineering, Inc. PROPOSED MANHOLE 6060 North Central Expressway Phone 469.621.0710 EXISTING SANITARY SEWER E o EXISTING MANHOLE Suite 440 LIMITS OF PROJECT — — Dallas, Texas 75206 FRN - F-1386 o� CPN 102574 S \ Sao �q WATERLINES UNDER 0 ^\ \ CONSTRUCTION �� \ REMOVE PLUG& / \ CONNECT i0 NOT REMOVE PLUG&CONNECT TO \ EXISTING INFRASTRUCTURE NOT EXISTING INFRASTRUCTURE \ y VENTANA PHASE 4 VENTANA PHASE 4 23 (CPN102239, X-26126) (CPN102239,X-26126) \ S^ 22 4 21 t' 20 g 19 � ®' 10 9 g 12 15 ® g 17 ,° 9 SX� 12 1 15 2 10 g 1g 12 11 1qi ~ 13 2 14 3 0 14 13 2 bm 3 14 3 13 4 4 15 5 4 ® END&PLUG 15 g 12 g , 4 7 WATER ,g � � „ g 9 g 175 '° EXH I BIT 'A' ,g 12 END& PLUG , ® 13 LEGEND 19 `µb 14 20 g ,g 13 PROPOSED 21 ,g 17 WATER LINE 13 20 19 PROPOSED GATE VALVE 14 24 21 22 23 PROPOSED 15 20 © FIRE HYDRANT 16 EXISTING 17 19 END&PLUG WATER LINE �g LIMITS OF ® PROJECT EXISTING FIRE HYDRANT ' v EXISTING GATE °s VALVE PROPOSED WATER LINES ARE 8" E� UNLESS OTHERWISE INDICATED Zo NOTE: VENTANA PHASE 5A o VENTANA PHASE 5A IS A CHID) PROJECT TO: VENTANA PHASE 4 (CPN102239) — NOT EXISTING INFRASTRUCTURE ��� x VENTANA UFT STATION (CPN101675) WA Engineering, Inc. N — NOT EXISTING INFRASTRUCTUE — NOT SHOWN Expressway 6060 North Central Ex Phone 469.621.0710 Y E o VENTANA GRAVITY SEWER AND FORCE MAIN LINE (CPN102076) Suite 440 — NOT EXISTING INFRASTRUCTURE Dallas, Texas 75206 FRN - F-1386 o� — NOT SHOWN CPN 102574 Q 0 300 800 23 \\ 22 \ 4 21 g 20 \ � 6 19 � ®1 10 9 a 7 eR ® 12 15 ® a 1 > 17 11 : 10 9 SX 1 n 12 15 2 10 16 12 11 13 14 ik 3 13 70b 3 2 2 9 14 13 4 ® 15 14 5 4 3 15 4 7 12 �d a 7 6 18 11 6 y a 17 a 5 5 10 10 11 5 12 18 7 9 13 19 ` 14 15 20 a 1 n6 21 1a 19 i3 20 14 23 24 6 21 22 15 20 16 17 19 NOTE: 1a VENTANA PHASE 5A IS A CHILD PROJECT TO: ® VENTANA PHASE 4 (CPN102239) — NOT EXISTING INFRASTRUCTURE VENTANA LIFT STATION (CPN101675) — NOT EXISTING INFRASTRUCTUE — NOT SHOWN STORM DRAIN VENTANA GRAVITY SEWER AND FORCE MAIN LINE (CPN102076) m — NOT EXISTING INFRASTRUCTURE Z � EXHIBIT B — NOT SHOWN QN VENTANA PHASE 5A LEGEND 01 PROPOSED STORM DRAIN LINE wA Engineering, Inc. PROPOSED INLET PROPOSED MANHOLE 6060 North Central Expressway Phone 469.621.0710 o EXISTING STORM DRAIN LINE Suite 440 Z LIMITS OF PROJECT Dallas, Texas 75206 FRN - F-1386 o� CPN 102574 N ,00 Sao 23 22 \ 21 \ 4 \ 7 5 � 19 0 ®1 10 9 12 15 ® 9 1 11 s 17 9 12 SX� > 10 11 1 15 2 10 1 18 12 1 `b 13 2 14 3 9 k 14 13 e 3 2 14 3 13 4 ® 13 5 4 13 12 5 7 9 7 4 19 5 11 5 y� 17 5 10 6 10 11 18 12 7 ® 9 13 195 14 � 1s 20 8 15 17 21 18 w: 19 13 g 20 '< 14 ' 24 21 22 23 3 15 2 20 16 j17 19NOTE: VENTANA PHASE 5A IS A CHILD PROJECT TO: ® VENTANA PHASE 4 (CPN102239) — NOT EXISTING INFRASTRUCTURE VENTANA LIFT STATION (CPN101675) — NOT EXISTING INFRASTRUCTUE STREET LIGHTS NOT SHOWN VENTANA GRAVITY SEWER AND FORCE MAIN LINE (CPN102076) 8c STREET SIGNS — NOT EXISTING INFRASTRUCTURE — NOT SHOWN EXHIBIT 'C1 ' VENTANA PHASE 5A No LEGEND 0 o X PROPOSED STREET SIGN ALrJA Engineering, Inc. `�� PROPOSED SINGLE STREET LIGHTC N 6060 North Central Expressway Phone 469.621.0710 EXISTING SINGLE STREET LIGHT Suite 440 z LIMITS OF PROJECT Dallas, Texas 75206 FRN - F-1386 oa CPN 102574 COMPLETION AGREEMENT—LENDER FUNDED This Completion Agreement("Agreement)is made and entered into by and among the City of Fort Worth ("City"), and PMB Ventana Developer, LLC, a Texas Limited Liability Company ("Developer"), and Ciera Bank ("Lender"), 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 25.064 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 FP-19-083 or FS<Number>; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Ventana Phase 5A("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. 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 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 16 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 One Million, Seven hundred and ninety one thousand, seven hundred and eighty one dollars and 75 cents Dollars ($1,791,781.75), 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. 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 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 2 of 16 thirty(30) days (the "Completion Date"), in accordance with the CIA, 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. 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 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 16 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 herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 4 of 16 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. 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,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 5 of 16 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: PMB Ventana Developer, LLC 4001 Maple Avenue, Suite 600 Dallas, Texas 75219 Email: Taylor@pmbinv.com (iii) Notice to the Lender shall be addressed and delivered as follows: Ciera Bank 1501 Summit Avenue Fort Worth, TX 76102 Email: justin.cowart@cierabank.com A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 6 of 16 C. Texas Law to Apply. 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 16 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: PMB Ventana Developer, LLC Dana Burghdoff(Oct 9,202 :22 CDT) Dana Burghdoff Assistant City Manager Name: Taylor Baird Title: Manager Date: Oct 9,2020 Date: Oct 8,2020 Approved as to Form and Legality: LENDER: Ciera Bank Richard A.McCracken(Oct 8,202017:43 CDT) Richard A. McCracken �7KNI 60140 Assistant City Attorney Justin Cowart(Oct 8,2020 16:28 CDT) Name: Justin Cowart ATTEST: 44a�nn Title: Regional President �aa *oRr ° °off-�d0 o=° Contract Compliance Manger ° *� Rd56tR.�f7 A. COt^ d����EXA`�a°p Ronald P.Gonzales( ct9,202009:52CDT) By signing I acknowledge that I am the Mary J. Kayser person responsible for the monitoring and City Secretary administration of this contract, including ensuring all performance and reporting M&C: requirements. Date: Laurie Lewis Laurie Lewis(Oct 8,202016:59 CDT) Laurie Lewis Interim Development Manager OFFICIAL RECORD City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CITY SECRETARY 109.07.2017 JLE CFA Official Release Date:07.01.2015 FT. WORTH, TX Page 8 of 16 PB Long Term Hold 2 , LP 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 E. Peter Pincoffs III. GUARANTOR Ae,9i4_ By: Peter Pincoffs(Oct 8,2020 16:20 CDT) Name: E Peter Pincoffs II Title: President OFFICIAL RECORD CITY SECRETARY FT. 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 9 of 16 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 16 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 16 EXHIBIT A Tract 1 BEING A 41.679 ACRE TRACT OF LAND SITUATED IN THE D.T.FINLEY SURVEY,ABSTRACT NO. 1903, AND THE W. ATKINS SURVEY, ABSTRACT NO. 1961, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS,AND BEING PART OF A 162.310 ACRE TRACT OF LAND CONVEYED TO PB LONG TERM HOLD 1, LP., AS RECORDED IN COUNTY CLERK'S FILE NO. D215129626, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY,TEXAS,AND ALL OF A 0.001 ACRE TRACT OF LAND CONVEYED AS TRACT 1,A 0.001 ACRE TRACT OF LAND CONVEYED AS TRACT 2,A 0.001 ACRE TRACT OF LAND CONVEYED AS TRACT 3,AND A 0.001 ACRE TRACT OF LAND CONVEYED AS TRACT 4,CONVEYED TO PB LONG TERM HOLD 1,LP. AS RECORDED IN COUNTY CLERK'S FILE NO. D219071705,OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS. SAID 41.679 ACRE TRACT, WITH BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE COORDINATES, NORTH CENTRAL ZONE, NAD83 (NAD83 (2011) EPOCH 2O10), DETERMINED BY GPS OBSERVATIONS, CALCULATED FROM DALLAS CORS ARP (PID-DF8984)AND ARLINGTON RRP2 CORS ARP (PID-DF5387), BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR THE SOUTHWEST CORNER OF A 66.245 ACRE TRACT OF LAND CONVEYED TO GRBK EDGEWOOD, LLC, AS RECORDED IN COUNTY CLERK'S FILE NO. D218268492, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING ON THE SOUTHEAST LINE OF SAID 162.310 ACRE TRACT AND THE COMMON NORTHWEST LINE OF A 191.349 ACRE TRACT OF LAND CONVEYED TO PB LONG TERM HOLD 2,LP,AS RECORDED IN COUNTY CLERK'S FILE NO. D217119099,OFFICIAL PUBLIC RECORDS, TARRANT COUNTY,TEXAS,FROM WHICH A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED "BURY" FOUND FOR THE SOUTHEAST CORNER OF SAID 66.245 ACRE TRACT, THE COMMON SOUTHWEST CORNER OF VENTANA, PHASE 2, AN ADDITION TO THE CITY OF FORT WORTH, AS RECORDED IN COUNTY CLERK'S FILE NO. D218280750, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, THE COMMON NORTHWEST CORNER OF A 21.204 ACRE TRACT OF LAND CONVEYED TO PB VENTANA 1, LLC, AS RECORDED IN COUNTY CLERK'S FILE NO. D217119095, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS,AND THE COMMON NORTHEAST CORNER OF SAID 191.349 ACRE TRACT, BEARS NORTH 60 DEGREES 58 MINUTES 38 SECONDS EAST, A DISTANCE OF 494.05 FEET; THENCE,SOUTH 60 DEGREES 58 MINUTES 38 SECONDS WEST,ALONG THE SOUTHEAST LINE OF SAID 162.310 ACRE TRACT AND THE COMMON NORTHWEST LINE OF SAID 191.349 ACRE TRACT, A DISTANCE OF 2108.92 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" FOUND FOR THE SOUTHWEST CORNER OF SAID 162.310 ACRE TRACT AND THE COMMON NORTHWEST CORNER OF SAID 191.349 ACRE TRACT, SAID POINT BEING ON THE EAST LINE OF A 3893.555 ACRE TRACT OF LAND CONVEYED TO IONA LAND,L.P.,AS RECORDED IN COUNTY CLERK'S FILE NO.D203145633,OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS; THENCE, NORTH 00 DEGREES 32 MINUTES 29 SECONDS WEST, ALONG THE WEST LINE OF SAID 162.310 ACRE TRACT AND THE COMMON EAST LINE OF SAID 3893.555 ACRE TRACT,A DISTANCE OF 2205.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" FOUND FOR A WEST CORNER OF AFORESAID 66.245 ACRE TRACT; THENCE, ALONG THE SOUTHWEST LINE OF SAID 66.245 ACRE TRACT, THE FOLLOWING COURSES AND DISTANCES: 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 16 SOUTH 48 DEGREES 04 MINUTES 55 SECONDS EAST, A DISTANCE OF 510.31 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 43 DEGREES 11 MINUTES 21 SECONDS EAST,A DISTANCE OF 432.92 FEET TO A POINT FOR CORNER; SOUTH 51 DEGREES 05 MINUTES 48 SECONDS WEST,A DISTANCE OF 24.07 FEET TO A POINT FOR CORNER; SOUTH 38 DEGREES 54 MINUTES 12 SECONDS EAST, A DISTANCE OF 50.00 FEET TO POINT FOR CORNER; NORTH 51 DEGREES 05 MINUTES 48 SECONDS EAST,PASSING AT A DISTANCE OF 10.00 FEET A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS"FOUND FOR AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMON WEST CORNER OF AFORESAID TRACT 1, AND CONTINUING OVER AND ACROSS SAID 66.245 ACRE TRACT AND ALONG THE NORTHWEST LINE OF SAID TRACT 1 A TOTAL DISTANCE OF 20.00 FEET TO A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED"LJA SURVEYING" SET FOR THE NORTH CORNER OF SAID TRACT 1; THENCE,SOUTH 38 DEGREES 54 MINUTES 12 SECONDS EAST,CONTINUING OVER AND ACROSS SAID 66.245 ACRE TRACT AND ALONG THE NORTHEAST LINE OF SAID TRACT 1,PASSING AT A DISTANCE OF 10.00 FEET AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMON EAST CORNER OF SAID TRACT 1,CONTINUING ALONG SAID SOUTHWEST LINE AND PASSING AT A DISTANCE OF 140.00 FEET AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMON NORTH CORNER OF AFORESAID TRACT 2, AND OVER AND ACROSS SAID 66.245 ACRE TRACT AND ALONG THE EAST LINE OF SAID TRACT 2,A TOTAL DISTANCE OF 150.00 FEET TO A POINT FOR THE EAST CORNER OF SAID TRACT 2; THENCE, SOUTH 51 DEGREES 05 MINUTES 48 SECONDS WEST, CONTINUING OVER AND ACROSS SAID 66.245 ACRE TRACT, AND ALONG THE SOUTHEAST LINE OF SAID TRACT 2, PASSING AT A DISTANCE OF 10.00 FEET AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMMON SOUTH CORNER OF SAID TRACT 2,AND CONTINUING ALONG SAID SOUTHWEST LINE,A TOTAL DISTANCE OF 20.00 FEET TO A POINT FOR CORNER; THENCE, CONTINUING ALONG SAID SOUTHWEST LINE, THE FOLLOWING COURSES AND DISTANCES: SOUTH 38 DEGREES 54 MINUTES 12 SECONDS EAST,A DISTANCE OF 60.00 FEET TO A POINT FOR CORNER; NORTH 51 DEGREES 05 MINUTES 48 SECONDS EAST,PASSING AT A DISTANCE OF 10.00 FEET AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMON WEST CORNER OF AFORESAID TRACT 3 AND OVER AND ACROSS SAID 66.245 ACRE TRACT AND ALONG THE NORTHWEST LINE OF SAID TRACT 3,A TOTAL DISTANCE OF 20.00 FEET TO A POINT FOR THE NORTH CORNER OF SAID TRACT 3; THENCE,SOUTH 38 DEGREES 54 MINUTES 12 SECONDS EAST,CONTINUING OVER AND ACROSS SAID 66.245 ACRE TRACT AND ALONG THE NORTHEAST LINE OF SAID TRACT 3,PASSING AT A DISTANCE OF 10.00 FEET AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMON EAST CORNER OF SAID TRACT 3, CONTINUING ALONG SAID SOUTHWEST LINE, AND PASSING AT A DISTANCE OF 140.00 FEET AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMON NORTH CORNER OF AFORESAID TRACT 4, AND OVER AND ACROSS SAID 66.245 ACRE TRACT AND ALONG THE EAST 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 16 LINE OF SAID TRACT 4 A TOTAL DISTANCE OF 150.00 FEET TO A POINT FOR THE EAST CORNER OF SAID TRACT 4; THENCE, SOUTH 51 DEGREES 05 MINUTES 48 SECONDS WEST, CONTINUING OVER AND ACROSS SAID 66.245 TRACT AND ALONG THE SOUTHEAST LINE OF SAID TRACT 4,PASSING AT A DISTANCE OF 10.00 FEET AN ANGLE POINT ON SAID SOUTHWEST LINE AND THE COMMON SOUTH CORNER OF SAID TRACT 4,AND CONTINUING ALONG SAID SOUTHWEST LINE,A TOTAL DISTANCE OF 20.00 FEET TO A POINT FOR CORNER; THENCE, CONTINUING ALONG SAID SOUTHWEST LINE, THE FOLLOWING COURSES AND DISTANCES: SOUTH 38 DEGREES 54 MINUTES 12 SECONDS EAST,A DISTANCE OF 50.00 FEET TO A POINT FOR CORNER; NORTH 51 DEGREES 05 MINUTES 48 SECONDS EAST,A DISTANCE OF 10.00 FEET TO A POINT FOR CORNER; SOUTH 83 DEGREES 54 MINUTES 12 SECONDS EAST,A DISTANCE OF 14.14 FEET TO A POINT FOR CORNER; SOUTH 38 DEGREES 54 MINUTES 12 SECONDS EAST,A DISTANCE OF 10.00 FEET TO A POINT FOR CORNER; NORTH 51 DEGREES 05 MINUTES 48 SECONDS EAST,A DISTANCE OF 50.00 FEET TO A POINT FOR CORNER; NORTH 38 DEGREES 54 MINUTES 12 SECONDS WEST,A DISTANCE OF 10.00 FEET TO A POINT FOR CORNER; NORTH 06 DEGREES 05 MINUTES 48 SECONDS EAST,A DISTANCE OF 14.14 FEET TO A POINT FOR CORNER; NORTH 51 DEGREES 05 MINUTES 48 SECONDS EAST,A DISTANCE OF 218.25 FEET TO A POINT FOR CORNER; SOUTH 83 DEGREES 54 MINUTES 12 SECONDS EAST,A DISTANCE OF 14.14 FEET TO A POINT FOR CORNER; SOUTH 38 DEGREES 54 MINUTES 12 SECONDS EAST,A DISTANCE OF 10.00 FEET TO A POINT FOR CORNER; NORTH 51 DEGREES 05 MINUTES 48 SECONDS EAST,A DISTANCE OF 50.00 FEET TO A POINT FOR CORNER; NORTH 38 DEGREES 54 MINUTES 12 SECONDS WEST,A DISTANCE OF 10.00 FEET TO A POINT FOR CORNER; NORTH 06 DEGREES 05 MINUTES 48 SECONDS EAST,A DISTANCE OF 14.14 FEET TO A POINT FOR CORNER; SOUTH 49 DEGREES 00 MINUTES 28 SECONDS EAST,A DISTANCE OF 56.92 FEET TO A POINT FOR CORNER; 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 16 NORTH 88 DEGREES 05 MINUTES 15 SECONDS EAST,A DISTANCE OF 110.15 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 31 DEGREES 54 MINUTES 51 SECONDS EAST, A DISTANCE OF 236.85 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 79 DEGREES 57 MINUTES 02 SECONDS EAST, A DISTANCE OF 110.65 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 55 DEGREES 16 MINUTES 46 SECONDS EAST, A DISTANCE OF 66.91 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; NORTH 59 DEGREES 43 MINUTES 09 SECONDS EAST,A DISTANCE OF 105.25 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 30 DEGREES 16 MINUTES 51 SECONDS EAST, A DISTANCE OF 50.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 59 DEGREES 43 MINUTES 09 SECONDS WEST, A DISTANCE OF 61.65 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 75 DEGREES 31 MINUTES 43 SECONDS EAST, A DISTANCE OF 49.58 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"FOUND FOR CORNER; SOUTH 53 DEGREES 55 MINUTES 37 SECONDS EAST, A DISTANCE OF 97.87 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA OF 1,815,538 SQUARE FEET OR 41.679 ACRES OF LAND. Tract 2(Easement Estate) Non-Exclusive Easement Estate created in Agreement executed by PB Ventana 1, LLC and GRBK Edgewood LLC, a Texas limited liability company dated December 3, 2018, filed December 7, 2018, recorded in Document D218268493,Deed Records,Tarrant County,Texas. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 15 of 16 EXHIBIT B APPROVED BUDGET Section I Water $305,222.00 Sewer $375,389.00 Subtotal $680,611.00 Section II Interior Streets $679,023.75 Storm Drains $338,881.00 Subtotal $1,017,904.75 Section III Street Lights $93,266 Sub-total $93,266 TOTAL 1,791,781.75 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 16 of 16