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Contract 55150
Received Date: 01/08/2021 Received Time: 2:00 PM Developer and Project Information Cover Sheet: Developer Company Name: BBLbc,LLC Address, State,Zip Code: 1 5217 Tennyson Parkway,Plano,Texas 75024 Phone&Email: 214-276-0433,mlear@bblbuildingco.com Authorized Signatory,Title: I Mark Lear,Managing Director Project Name: Palladium Fain Street Brief Description: Water,Paving, Street Lights Project Location: 1069 Kings Highway,Fort Worth,Texas 76111 - TPlat Case Number: Plat Name: Mapsco: Council District: 4 CFA Number: CFA20-0098 City Project Number: 102792 OFFICIAL RECORD CITY SECRETARY City of Fort Worth,Texas FT.WORTH, TX Standard Community Facilities Agreement Rev.10/5/19[NPC] CSC No.55150 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 BBLbc, LLC, a Texas limited liability company ("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 Palladium Fain Street("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 City of Fort Worth,Texas OFFICIAL RECORD 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, Attachment 3 —Concurrent CFA Provisions, and Attachment 4—Additional Requirements 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, which shall occur upon City acceptance of the Improvements,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 City of Fort Worth,Texas Page 3 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). 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, or work with the owner of the property to have the final plat vacated; 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 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] (c) Developer will require its 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 its 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 its 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 liability 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 its 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 its 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 its 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 its contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow its 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 in accordance with the construction plans and specifications 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 25 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 PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT,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 EXPENSES 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, subject City of Fort Worth,Texas Page 6 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] to the restrictions of lender and the U.S.Department of Housing and Urban Development("HUD")insured construction loan. 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 BBLbc,LLC City of Fort Worth 5217 Tennyson Parkway 200 Texas Street Plano, Texas 75024 Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth,Texas Page 7 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 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 party 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 General Contractor for the Improvements a provision to the effect that the General 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 General Contractor, involving transactions to the contract, and further,that City shall have access during normal working hours to all of the General 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 General 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, City of Fort Worth,Texas Page 8 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] 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, 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 party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be City of Fort Worth,Texas Page 9 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 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 terms "boycott Israel" and"company" have the meaning ascribed to those terms by Section 2271.001 of the Texas Government Code. To the extent that Chapter 2271 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 City of Fort Worth,Texas Page 10 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] 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. 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 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] 34. Cost Summary Sheet Project Name: Palladium Fain Street CFA No.:CFA20-0098 City Project No.: 102792 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 88,046.00 2.Sewer Construction $ 7,550.00 Water and Sewer Construction Total $ 95,596.00 B. TPW Construction 1.Street $ 62,832.70 2.Storm Drain 3.Street Lights Installed by Developer $ 86,512.25 4. Signals $ - TPW Construction Cost Total $ 149,344.95 Total Construction Cost(excluding the fees): $ 244,940.95 Estimated Construction Fees: C. Construction Inspection Service Fee $27,685.00 D. Administrative Material Testing Service Fee $1,421.00 E. Water Testing Lab Fee $300.00 Total Estimated Construction Fees: $ 29,406.00 Choice Financial Guarantee Options,choose one Amount Mark one Bond=100% $ 244,940.95 X Completion Agreement=100%/Holds Plat $ 244,940.95 Cash Escrow Water/Sanitary Sewer-125% $ 119,495.00 Cash Escrow Paving/Storm Drain=125% $ 186,681.19 Letter of Credit=125% $ 306,176.19 City of Fort Worth,Texas Page 12 of 25 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 BBLbc,LLC., a Texas limited liability company Dana Burghdoff(Ja 8,2021 1:35CST) �����/� /VLGtf'7G L.sst.N Dana Burghdoff By:Mark Lear(Jan 7,202113:04 CST) Assistant City Manager Mark Lear,Managing Director Date: Jan 8,2021 Recommended by: JonniferEzernack Date: Jan 7,2021 Jennifer Ezernack(Jan 7,202113:15 CST) Evelyn Roberts/Jennifer Ezernack Project Assistant Planning and Development Approved as to Form &Legality: =a= Richard K.McCracken(Jan 7,202114:33 CST) Richard A.McCracken Sr.Assistant Nils Attorney M&C No. /A Date: Contract Compliance Manager: Form 1295: N/A pa�4F4OnRnnT�� , B signing, I acknowledge that I am the person aoF° � p ° °° a > op Od responsible for the monitoring and ATTEST: �v° p=a administration of this contract,including p� o o*�� ensuring all performance and reporting da °°°°°°°°°°°° a requirements. �444L XASoQ 1 Mary J.Kayser/Ronald Gonzales �{e Scarlett Morales 7,202114:32 CST) City Secretary/Assistant City Secretary �,! Name: Janie Scarlett Morales Title: Development Manager OFFICIAL RECORD CITY SECRETARY City of Fort Worth,Texas FT.WORTH, TX 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 ® Attachment 4—Additional Requirements ® 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 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] ATTACIEMENT"1" Changes to Standard Community Facilities Agreement City Project No. 102792 None City of Fort Worth,Texas Page 15 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] ATTACHMENT 4 Additional Requirements City Project No. 102792 WHEREAS, Palladium Fain Street, Ltd. a Texas limited partnership ("Owner") is executing an agreement with the City relating to Project by which the City will pay grant funds from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program to Owner under certain conditions; and WHEREAS, Owner has hired Developer to construct the public infrastructure improvements necessary to construct the Project; and WHEREAS, the agreement between the City and Owner will require that certain provisions be included in this Agreement; NOW THEREFORE,in consideration of the foregoing, City and Developer agree as follows: 1. The Plans and construction for the Improvements shall (i) conform to all applicable Federal, State, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; and (ii) must pass a HUD Compliance Inspection Report and inspection by City's Neighborhood Services Department inspectors. 2. The following sections must be included in bid documents and contracts or subcontracts involving the use of United States Department of Housing and Urban Development (HUD) HOME Investments Partnership(HOME)funds. 2.1. Lead-Based Paint Requirements If applicable,Developer will comply with Federal lead-based paint requirements including lead screening in housing built prior to 1978 in accordance with 24 CFR Part 570.608 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule,40 CFR Part 745, in any construction and/or rehabilitation of the Improvements. 2.2. Terms Applicable to Contractors, Subcontractors and Vendors Developer understands and agrees that all terms of this Agreement,whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME funds or who perform any work in connection with the Improvements. Developer shall cause all applicable provisions of this Agreement to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including if applicable its obligations regarding the HOME Regulations, the HOME Requirements,and the City Requirements during the Construction Period. Developer shall monitor the services and work performed by its contractors,subcontractors,vendors and others on a regular basis for compliance, as applicable, with the HOME Regulations, the HOME Requirements, and the City Requirements as well as the Agreement provisions. Developer must cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Agreement and be applicable for the length of the Construction Period and City of Fort Worth,Texas Page 16 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] for 5 years thereafter. 2.3 Contractor,Vendor and Subcontractor Requirements Developer will use commercially reasonable efforts to ensure that all contractors, subcontractors or vendors utilized in the construction of the Improvements are appropriately licensed and such licenses are maintained throughout the construction of the Improvements. Developer shall ensure that all contractors, subcontractors or vendors utilized by Developer in the construction of the Improvements are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. Developer acknowledges that 24 CFR Part 85.35 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal Excluded Parties List System for Award Management,www.sam.Eov("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed as being debarred, both prior to hiring and prior to submitting a Partial Pay Estimate which includes invoices from any such contractor, subcontractor or vendor. Failure to submit such rp oofs of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred,suspended,or is not properly licensed,Developer shall immediately cause such contractor, subcontractor or vendor to stop work on the Improvements. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to SAM shall survive the termination of this Agreement and be applicable for the length of the Construction Period. 2.4. Environmental Review Funds will not be paid, and costs cannot be incurred, until City has conducted and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with,modify,or cancel the project. 3. Mitigation If applicable,Developer must implement mitigation actions outlined in the Environmental Review Record. Failure to complete the required mitigation action is an event of default under this Agreement. 4. Compliance With All Applicable Laws and Regulations Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the term of this Agreement and throughout the Construction Period. Those laws include,but are not limited to: • HOME Investment Partnerships Act,defined above as"Act" • Title VI of the Civil Rights Act of 1964(42 U.S.C.Sections 2000d et seq.)including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency • The Fair Housing Act,Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) • Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by City of Fort Worth,Texas Page 17 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] Department of Labor regulations 41 CFR,Part 60 • The Age Discrimination in Employment Act of 1967 • The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24)("URA") • Section 504 of the Rehabilitation Act of 1973(29 U.S.C. Sections 794 et seq.)and 24 CFR Part 8 where applicable • National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA")and the related authorities listed in 24 CFR Part 58. • The Clean Air Act,as amended, (42 U.S.C. Sections 1251 et seq.)and the Clean Water Act of 1977,as amended(33 U.S.C. Sections 1251 et seq.)and the related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. • Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees • The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards,24 CFR Part 40,Appendix A • Regulations at 24 CFR Part 87 related to lobbying,including the requirement that certifications and disclosures be obtained from all covered persons • Drug Free Workplace Act of 1988(41 U.S.C.Sections 701 et seq.)and 24 CFR Part 23,Subpart F • Executive Order 12549 and 24 CFR Part 5.105(c)pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities • Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review • Section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act • Guidelines of the Environmental Protection Agency at 40 CFR Part 247 • For contracts and subgrants for construction or repair, Copeland "Anti-Kickback" Act (18 U.S.C. 874)as supplemented in 29 CFR Part 5 • For construction contracts in excess of$2,000, and in excess of$2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C. 327A 300)as supplemented by 29 CFR Part 5 • Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A,B,M,and R • Regulations at 24 CFR Part 92,Home Investment Partnerships Program Final Rule • Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,2 CFR Part 200 et seq. • Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as amended by Section 6205(a)of Pub.L. 110-252 and Section 3 of Pub.L. 113-101) • Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C.4310. • Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the Telecommunications Act of 1996,47 U.S.C. 1302 • Violence Against Women Act of 1994,42 U.S.C. 13981 City of Fort Worth,Texas Page 18 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] 5. HUD-Assisted Projects and Employment and other Economic Opportunities; Section 3 Requirements 5.1. Requirement that Law Be Quoted in Covered Contracts. —Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as Amended(12 U.S.C. Sections 1701 et seq.)and its Related Rregulations at 24 CFR Part 135 If the construction of the Improvements will cause the creation of new employment, training, or contracting opportunities on a Contractor or Subcontractor level resulting from the expenditure of the HOME Funds,Developer shall comply with the following and will ensure that its contractors and subcontractors also comply. If the work performed under this Agreement is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the following clause, shown in italics,be inserted in all covered contracts("Section 3 Clause"): Section to be quoted in covered contracts begins: `A. The work to be performed under this contract is subject to the requirements of Section 3 of Housing and Urban Development Act of 1968, as amended, 12 U.S.C. section 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD-assisted programs covered by Section 3, shall to the greatest extent feasible, be directed to low-and very-low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers'representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference,shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each;and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, City of Fort Worth,Texas Page 19 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] including training positions that are filled.• (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were notfilled to circumvent the contractor's obligations under 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD-assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self- Determination and Education Assistance Act(25 U.S.C.section 450e)also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii)preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b)." Section to be quoted in covered contracts ends. 5.2. Developer Responsibilities for Section 3 Requirements Developer understands and agrees that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the Project binding upon City and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors, subcontractors and vendors and their respective successors and assigns to those sanctions specified by this Contract through which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: 5.2.1. Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 5.2.2. Notifying potential contractors working on Section 3 covered projects of their responsibilities; 5.2.3. Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 5.2.4. Assisting and actively cooperating with the NSD in making contractors and subcontractors comply; 5.2.5. Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; City of Fort Worth,Texas Page 20 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] 5.2.6. Documenting actions taken to comply with Section 3; and 5.2.7. Submitting Section 3 Annual Summary Reports (form HUD-60002) in accordance with 24 CFR Part 135.90. 5.3. Section 3 Reporting Requirements. 5.3.1. Developer must report all applicants for employment by Developer and any contractor or subcontractor to City on an annual basis. This shall include name, address, zip code, date of application, and status (hired/not-hired) as of the date of the report. 5.3.2. Developer must advertise available positions to the public for open competition, and provide documentation to City with a quarterly report that demonstrates such open advertisement,in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement,copy of flyers and listing of locations where flyers were distributed, and the like. 5.3.3. Developer must report all contracts awarded by Developer, contractors and subcontractors to City on an annual basis. This shall include name of contractor and/or subcontractor,address,zip code,and amount of award as of the date of the report. 6. Prohibition Against Discrimination 6.1. General Statement Developer,in the execution,performance or attempted performance of this Agreement,and in operation of services provided on the Property, shall comply with all non-discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17,Article III,Division 4 —Fair Housing of the City Code. Developer may not discriminate against any person because of race, color, sex, gender,religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, vendors, or project participants to engage in such discrimination. This Agreement is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees, vendors,and contractors,have fully complied with all provisions of same and that no employee,or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers,members,agents,employees,vendors, or contractors. 6.2. No Discrimination in Employment during the Performance of this Contract During the performance of this Agreement, Developer agrees to the following provision, and will require for the construction of the Improvements that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: City of Fort Worth,Texas Page 21 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] [Contractor's, Subcontractor's or Vendor's Name] will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Namel will take affirmative action to ensure that applicants are hired without regard to race,color,sex,gender,religion,national origin,familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation,gender identity,gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation, and selection for training, including apprenticeship. [Contractor's, Subcontractor's or Vendor's Name] agrees to post in conspicuous places, available to employees and applicants for employment,notices setting forth the provisions of this nondiscrimination clause. [Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or advertisements for employees placed by or on behalf of[Contractor's, Subcontractor's or Vendor's Name], state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Name]covenants that neither itnor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of abona fide occupational qualification,retirement plan or statutory requirement. [Contractor's, Subcontractor's or Vendor's Name]further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 6.3. Developer's Contractors and the ADA In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"),Developer warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public,nor in the availability,terms and/or conditions of employment for applicants for employment with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF City of Fort Worth,Texas Page 22 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] DEVELOPER'S AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS AGREEMENT. 7. Labor Standards 7.1. As applicable,Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act(40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq.)and all other applicable Federal, State and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. Developer agrees to comply with the Copeland Anti- Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Agreement and the CDBG Regulations. Such documentation shall be made available promptly to City for review upon request. 7.2. Contractor agrees that, where required by the CDBG Regulations, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Contractor of its obligation, if any, to require payment of the higher wage. Contractor shall cause or require to be inserted in full provisions meeting the requirements of this paragraph in all such contracts subject to such regulations. 7.3. If applicable, Contractor and all lower tier subcontractors will comply with the Davis-Bacon Act as described and attached as Federal Labor Standards Provisions — Davis- Bacon Requirements (form HUD-4010). Contractor shall provide City access to employee payrolls, Subcontractor payrolls and other wage information for persons performing construction of the Project. Payrolls must be submitted to the Neighborhood Services Department weekly, and must be available to Neighborhood Services Department staff upon request. In addition,Contractor shall ensure that City will have access to employees and Subcontractors and their employees in order to conduct onsite interviews with laborers and mechanics. Contractor shall inform its Subcontractors that City staff and/or Federal agencies may conduct periodic employee wage interview visits during the construction of the Work to ensure compliance. 8. Subcontracting with Small and Minority Firms,Women's Business Enterprises and Labor Surplus Areas 8.1. For procurement contracts $50,000.00 or larger, Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services,purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement City of Fort Worth,Texas Page 23 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 8.2. It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"),and women's business enterprises("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment,construction and services. 8.3. In order to comply with Federal reporting requirements, Developer must submit the form Contract and Subcontract Activity(form HUD-2516) for each contract or subcontract with a value of$10,000.00 or more paid or to be paid with the CDBG Funds. Developer shall submit this form annually by the date specified in the form and in the manner and to the person identified in writing,which shall be provided to Developer at the pre-construction conference. 9. Right to Inspect Contractor Contracts It is agreed that City has the right to inspect and approve in writing, prior to any charges being incurred, any proposed contracts between Developer and (i) its Contractors, including any lower tier subcontractors engaged in any activity that is funded as a part of the construction of the Improvements to ensure they contain Davis-Bacon Act and Section 3 requirements, (ii) Vendor contracts arising out of the construction of the Improvements,and (iii) any third party contracts to be paid with CDBG Funds. 10. Certification Regarding Lobbying The undersigned representative of Developer hereby certifies,to the best of his or her knowledge and belief,that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any Contractor, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Contractor, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, `Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation offact upon which reliance was placed when this Agreement was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Agreement imposed by 31 U.S.C.Section 1352. Anyperson who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. City of Fort Worth,Texas Page 24 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. BBLbc,LLC., a Texas limited liability company Ma.,k Lear Mark Lear(Jan 7,202113:04 CST) Name: Mark Lear Title: Managing Director Developer agrees that Developer is bound by the terms and conditions set out in this Attachment and further agrees that this Attachment is part of the Contract Documents and is incorporated into the Agreement for all purposes. City of Fort Worth,Texas Page 25 of 25 Standard Community Facilities Agreement Rev.10/5/19[NPC] 00 42 43 DAP-BID PROPOSAL Page I of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item frifonnation Bidder's Proposal Bidlist Item Specification Unit of Bid Description Unit Price Bid Value No. Section No. Measure Quantity UNIT I:WATER IMPROVEMENTS 1 3312.0117 Connection to Ex. 10"Water Main 33 1225 EA 3 $5,000.00 $15,000.00 2 3312.4103 10"x 8"Tapping Sleeve&Valve 33 1225 EA 2 $4,300.00 $8,600.00 3 3312.4102 10"x 6"Tapping Sleeve&Valve 33 12 25 EA 2 $4,800.00 $9,600.00 4 3311.0001 Ductile Iron Water Fittings w/Restraint 3311 11 TON 1 $4,000.00 $4,000.00 5 3312.2801 3"Water Meter and Vault 33 12 11 EA 1 $14,600.00 $14,600.00 6 3312.2203 2"Water Service 3312 10 EA 1 $1,900.00 $1,900.00 7 3312.0001 Fire Hydrant 33 1240 EA 1 $3,500.00 $3,500.00 8 3311.0241 8"Water Line 3311 12 LF 50 $160.00 $8,000.00 9 3311.0141 6"Water Line 33 11 12 LF 13 $160.00 $2,080.00 10 3311.0041 4"Water Line 33 11 12 LF 20 $160.00 $3,200.00 11 3201.0201 Asphalt Pavement Repair,Water Service 3201 17 LF 10 $1,200.00 $12,000.00 12 3471.0001 Traffic Control 3471 13 EA 1 $5,400.00 $5,400.00 13 3305.0109 Trench Safety 3305 10 LF 83 $2.00 $166.00 14 15 16 17 18 19 20 21_ _ 22 _ 23 24 25 26 27 28 _ 29 30 31 32 33 34 35 36 37 38 39 40 41 _ 42 43 44 45 TOTAL UNIT I:WATER IMPROVEMENTS $88,046.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 00 42 43_Bid Proposal DAP Rumsey.xls 00 42 43 DAP-BID PROPOSAL Page 2 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid Description Unit Price Bid Value No. Section No. Measure Quantity UNIT II: SANITARY SEWER IMPROVEMENTS 1 3331.4115 8"Sanitary Sewer Line 3331 20 LF 7 $100.00 $700.00 2 3339.1001 Connect to Ex.Concrete SS Manhole 33 39 10 EA 1 $1,800.00 $1,800.00 3 3301.0101 Manhole Vacuum Testing 3301 30 EA 1 $150.00 $150.00 4 3339.1001 4'Manhole 33 39 20 EA 1 $3,700.00 $3,700.00 5 3305.0112 Concrete Collar 33 05 17 EA 1 $500.00 $500.00 6 3301.0002 Post-CCTV Inspection 3301 31 LF 7 $50.00 $350.00 7 3305.0109 Trench Safety 33 05 10 LF 7 $50.00 $350.00 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 _33 34 35'_ 36 37 38 39 40 41 _ 42 43 44 45 TOTAL UNIT II:SANITARY SEWER IMPROV'EMENTSI $7,550.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 00 42 43_Bid Proposal DAP Rumsey.xls 00 42 43 DAP-BID PROPOSAL Page 7 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item hrfonnation Bidder's Proposal Bidlist Item Specification Unit of Bid No Description Section No. Measure Quantity Unit Price Bid Value Bid Summary UNIT I:WATER IMPROVEMENTS $88,046.00 UNIT II:SANITARY SEWER IMPROVEMENTS $7,550.00 UNIT III:DRAINAGE IMPROVEMENTS UNIT IV:PAVING IMPROVEMENTS UNIT V:STREET LIGHTING IMPROVEMENTS UNIT VI:TRAFFIC SIGNAL IMPROVEMENTS Total Construction Bid $95,596,00 This Bid is submitted by the entity named below: BIDDER: BY: Gary Wells Rumsey Construction,LLC / 4329 Reeder Drive Carrollton,Texas 75010 TITLE: COO DATE: k 7- Contractor agrees to complete WORK for FINAL ACCEPTANCE within 30 days 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-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 00 42 43_Bid Proposal_DAP Rumsey.xls fD424, DAP-BID PROPOSAL Page 4 of SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No Description Specification No. Measure Quantity Unit Price Bid Value Y i P 1 3211.0211 6"Fle)dble Base,Type B 32 11 23 Sy 62 $7.50 $465.00 2 3211.0501 6"Lime Treatment 321129 Sy 137 $8.50 $1.,164.50 3 3212.0303 3"Asphalt Pvmt Type D 32 12 16 Sy 248 $33.00 $8,184.00 4 3212.0102 7"Conc IPvmt 32 1313 Sy 274 $55.10 $15,997.40 5_ 3213. 302 4"Conc Sidewalk 32 13 20 SF 3120 $6.00 $18,720.00 6 3213.0501 Barrier Free Ramp 321320 EA 5 $249.96 $1,249.80 7 3216.0101 6"Conc Curb and Gutter 321613 LF 528 $34.00 $17,952.00 .8 9 10 11 12 13 14 15 16 17 18 19 20 21 _zz-- 23 24 25 26 27 . 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 TOTAL NIT IV:PAVING IMP OVE $62 832.70 CITY OF FORT WORTH STANDARD OONSTRUCTION SPECIFICATION DOCUNIF:NIS-DEVFLOPER AWARDED PROJEC-IS Frem Version May 22.2019 00 42 4. Bid Prupowl DAP XII.xb 00 42 43 DAP-BID PROPOSAL Page 7 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidders Proposal Bidlist Item Specification Unit of Bid No Description Section No. Measure Quantity Unit Price Bid Value Bid Sumazary UNIT I:WATER IMPROVEMENTS UNIT 11:SANITARY SEWER IMPROVEMENTS UNIT III:DRAINAGE IMPROVEMENTS UNIT IV:PAVING IMPROVEMENTS _ $fit 832.70 UNIT V.STREET LIGHTING IMPROVEMENTS UNIT VI:TRAFFIC SIGNAL IMPROVEMENTS Total Construction Bid $62 832.T0 This Sid is submitted by the entity named below: BIDDER: BY:Eryn Seifert XIT Paving and Construction,hie. 3934 S.Highway 287 Waxahachie,Texas 75165 TITLE:CFO DATE: Contractor agrees to complete WORK for FINAL ACCEPTANCE within 30 days: worlting days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT NORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Forts Vcmon May 22,2019 (r)42 43-Bid Propnwl_DAP XI T,* 00 42 43 DAP-BID PROPOSAL Page 5 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No. Description Section No. I Measure Quantity Unit Price Bid Value UNIT V:STREET LIGHTING IMPROVEMENTS _ 1 2605.0111 Furnish/Install Elec Sery Pedestal 34 41 20 _ EA 1_ _ $6,500.00 $6 500.00 2 _2605.3015 2"Condt PVC Sch 80(T 34 41 20 LF 718 — $21.00 $15,078.00 3 3441.1408 No.6 Insulated Elec Condr _ _ 344120 LF 2154 _ $1.80 $3,877.20 4 3441.1502 Ground Box Type B,W/Apron — 344120 EA 3 _ $950.00 $2 850.00 5 3441.3302 RDWY Ilium Foundation TY 1 _ 34 41 20 EA 3 $1,580.00 $4 740.00 6 3441.3003 RDWY Illum A_ssmbiy TY 11 _ _ 34 41 20 EA 3 — $2,015.00 $6,045.00 _ 7 3441.3050 Furnish/Install LED Lighting Endure(ATBO— 344120 EA 3 $600.00 $1.800.00 8 3441.3037 Furnish/Install 10'Washingon Pole&Fixture 34 41 20 EA 8 $4,099.00 $32 792.00 9 3441.3302 RDWY Illum_Foundation TY 7 34 41 20 EA 8 $1,340.00 $10,720.00 Payment/Performance/Maintenance Bonds 344120 EA 1 $2.110.05 $2110.05 11 _ 12 13 14 15 16 17 18 19 - -- 20 21 22 23 ----�— -- -- 24 - — 25 26 27 - — -- 28 29 30 31 32 ----- — 33 34 _ 35 36 37 — 38 —--— —--- 39 -- -- — -- 40 41 — —_ _ --- ----- -- 42 43 44 45 TOTAL UNIT V:STREET LIGHTING IMPROVEMENTS $86,512.25 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 00 42 43_Bid Proposal DAP Bean.sls 00 42 43 DAP-BID PROPOSAL Page 7 of 7 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No, Description Section No. Measure Quantity Unit Price Bid Value Bid Summary UNIT I:WATER IMPROVEMENTS UNIT II:SANITARY SEWER IMPROVEMENTS UNIT III:DRAINAGE IMPROVEMENTS UNIT IV:PAVING IMPROVEMENTS UNIT V:STREET LIGHTING IMPROVEMENTS $86,512.25 UNIT VI:TRAFFIC SIGNAL IMPROVEMENTS Total Construction Bid $86,512.25 This Bid is submitted by the entity named below: BIDDER: BY: Roy Be L. Bean Electrical Inc. 821 Enon f Evermon,Texas 76140 TITLE: resident MV-?i oaf ( Contractor agrees to complete WORK for FINAL ACCEPTANCE within 30 days working days after the date when the CONTRACT commences to run as provided in the General Conditions. 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