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HomeMy WebLinkAboutContract 55443Received Date: M a r 23, 2021 Received Time: 3:52 pm Developer and Project Information Cover Sheet: Developer Company Name: Rob Riner Companies GP, LLC Address, State, Zip Code: 3819 Maple Ave., Dallas, TX, 75219 Phone & Email: 817-332-2783, �'iner(�a,robriner.com Authorized Signatory, Title: Rob Riner, CEO Project Name: Oak Grove Road Brief Description: Water, Paving, Storm Drain, Street Lights Project Location: Portion of Oak Grove Road south of Joel East and north of Enon Plat Case Number: Mapsco: CFANumber: CFA21-0004 Plat Name: Council District: 8 City Project Number: � 102802 City of Fort Worth, Texas Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Number: 55443 STANDARD COMMUNITY FACILITIES AGREEMENT WITH CTI'Y PARTICIPATION AND AGREEMENT FOR THE PRELIMINARY DESIGN OF A PORTION OF OAK GROVE ROAD This STANDARD COMMUNITY FACILITIES AGREEMENT WITH CITY PARTICIPATION AND AGREEMENT FOR THE PRELMINARY DESIGN OF A PORTION OF OAK GROVE ROAD ("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 Rob Riner Companies GP, 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 Oak Grove Road (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 reguired to bear a portion of the costs of municipal infrastructure by designing and constructing the public infrastructure for the eastern two lanes and half of the turn lane of Oak Grove Road from Joel East Road to the intersection with Albertsons Driveway and the eastern and western lanes of Oak Grove Road from the intersection with Albertsons Driveway to Enon Road 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, Developer has agreed to provide the City with the preliminary engineering design of the eastern two lanes and western two lanes of Oak Grove Road from Enon Road to Everman Road, which shall include 60% construction plans and Stormwater studies and other studies necessary to support the adequacy of the design for the 60% construction plans ("Preliminary Design"); and City of Fort Worth, Texas Page 2 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 WHEREAS, the City desires to participate in this Agreement in an amount not to exceed $1,400,000.00 to enlarge the scope of the improvements beyond what Developer is responsible for designing and constructing and to provide the preliminary as authorized by the City Council through approval of M&C 20-0928 on December 15, 2020 ("City Participation"); and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements and the Preliminary Design 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: A. IMPROVEMENTS 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 approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide 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 0 Exhibit B: Paving � Exhibit B-1: Storm Drain � Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached heret reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location conflict with the Engineering Plans, the Engineering Plans shall control. Changes to Standard Community Facilities Agreement, Attachment 2— Attachment 3— Concurrent CFA Provisions, are attached hereto and purposes. City of Fort Worth, Texas Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 o and incorporated herein by Map, or the Cost Estimates If applicable, Attachment 1 — Phased CFA Provisions, and incorporated herein for all Page 3 of 25 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 by December 31, 2021 ("Term"). If construction of the Improvements has started during the Term, the Developer may reguest 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. If the Improvements are not completed at the end of the Term, and any Extension Periods, there will be no further obligation for City Participation to be paid to the Developer. (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. City of Fort Worth, Texas Page 4 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 (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 the portion of this Agreement related to the Improvements before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must eXecute a termination of the portion of this Agreement related to the Improvements 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 the portion of this Agreement related to the Improvements, 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. (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 (] 00%) 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 obligee, 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 lnsurance Code. City of Fort Worth, Texas Page 5 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 (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 Certifcate 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 rimes 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. (� 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. (h) Developer shall ensure the contractors are paid the City's wage rates in effect during construction of the Improvements. 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. 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 THE IMPROVEMENTS FOR THIS AGREEMENT. City of Fort Worth, Texas Page 6 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTSAND EMPLOYEES FROMALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSER TED, BRO UGHT FOR OR ONA CCO UNT OFANYINJURIES OR DAMAGESSUSTAINED BYANYPERSONS, INCLUDINGDEATH, OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE CONSTR UCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OFANY FAILURE TO PROPERLYSAFEGUARD 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 SUCH INJURIES, DEATH OR DAMAGES ARE CA USED, 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, INCL UDING 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' Ff1ILURE TO COMPLETE THE WORK AND CONSTR UCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITHALL PLANSAND 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. 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 City of Fort Worth, Texas Page 7 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 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 bythe 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 wi Il 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 obtainprooffrom 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. City Participation; Fiscal Funding Limitation (a) The City shall reimburse Developer for the City Participation for the Improvements in an amount not to exceed $1,200,000.00. The Developer shall submit a payment application, invoice, and affidavits and lien waivers signed by the contractors and material suppliers evidencing that all contractors and material suppliers have been paid for the Improvements that have been constructed ("Payment Application"). The affidavits and lien waivers shall indicate that all contractors and material suppliers have been paid in full for all work completed in all prior Payment Applications. The affidavits and lien waivers will be submitted by the Developer to the City beginning with the second Payment Application. Payment Applications will be submitted by Developer to the City no more frequently than one time per month for all Improvements that have been constructed. The City will pay Developer 36.5% of the paving improvements that are included in each Payment Application that is submitted to and approved by the City. The City will withhold 5% retainage from each payment made to Developer. The final Payment Application will be submitted by Developer to the City after the Improvements have been constructed and accepted by the City and final lien waivers and affidavits signed by the contractors and material suppliers have been delivered to the City that establish all contractors and material suppliers have been paid in full. City will pay all retainage to Developer after the final Payment Application is received and approved by the City. Developer will not be reimbursed for project management costs associated with the Improvements. (b) In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City will immediately notify Developer of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or eXpense to the City of any kind whatsoever, eXcept to the portions of annual payments herein agreed upon for which funds shall have been appropriated. City of Fort Worth, Texas Page 8 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 (c) City and Developer intend to enter into an impact fee credit agreement for the design, right-of-way dedication and construction costs for the Improvements that Developer pays for pursuant to this Agreement for Transportation impact Fee eligible items. 17. Minority Business Enterprise Compliance It is City policy to ensure the full and equitable participation by Minority Business Enterprises (MBE) and Small Business Enterprises (SBE) in the procurement of goods and services on a contractual basis. In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-26712- 2011 (as amended), the City has established a goal of 10% on the City Participation for the Improvements in this Agreement as set forth in Attachment 4, which is attached hereto and incorporated herein by reference. Developer shall comply with the intent of the City's Business Diversity Enterprise Ordinance. Developer shall, upon request by City, provide complete and accurate information regarding actual work performed by an MBE or SBE on this Agreement and payment therefor. Developer will not make additions, deletions, or substitutions of accepted MBE or SBE without written consent of the City. Any unjustified change or deletion shall be a material breach of this Agreement. Developer shall require its contractors to comply with the Diversity Enterprise Ordinance and the 10% goal for the City Participation in the Improvements for this Agreement. B. PRELIMINARY DESIGN 1. Preliminary Design of Oak Grove Road Developer shall cause the engineering design of public infrastructure for the eastern two lanes and western two lanes of Oak Grove Road from Enon Road to Everman Road, which shall include 60% construction plans and Stormwater studies and other studies necessary to support the adequacy of the design for the 60% construction plans ("Preliminary Design") as further depicted in EXhibit D, which is attached hereto and incorporated herein by reference. 2. Design Engineer Developer will retain Kimley-Horn and Associates, Inc.("Design Consultant") to provide the Preliminary Design pursuant to a written agreement, a copy of which is attached hereto as Exhibit E and incorporated herein by reference. Developer covenants to the City that it has selected Design Consultant based on demonstrated competence and quali�cation to provide the Preliminary Design for a fair and reasonable price. City staff have reviewed the scope, fee and schedule for the Preliminary Design and found them to be fair and reasonable. 3. Submission of Engineer Plans Developer will cause Design Consultant to submit plans for the Preliminary Design to the City for review and approval as follows: City of Fort Worth, Texas Page 9 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 City of Fort Worth Attn: Victor Tornero Engineering Manager 200 TeXas Street Fort Worth, Texas 76102 City shall have the ultimate right to approve or disapprove the Preliminary Design after consultation with Developer. 4. Deadline to Complete the Preliminary Design Developer shall cause the Preliminary Design to be completed and obtain the City's approval of the Preliminary Design by 12/31/21. 5. Cost of Preliminary Design City will reimburse Developer in an amount not to exceed $200,000.00 for the Preliminary Design. Developer shall not earn any fee from the City for providing the Preliminary Design. City shall have the ultimate right to approve or disapprove the Preliminary Design, such approval not to be unreasonably withheld, delayed, or conditioned. Developer shall deliver an invoice to the City for the Preliminary Design and proof that Developer has paid Design Consultant for the Preliminary Design after the Preliminary Design has been approved by the City. The City shall reimburse Developer for the Preliminary Design costs contained within the invoice within thirty (30) days of the City receiving from Developer a copy of the invoice from Design Consultant, proof of payment to Design Consultant, and an invoice from Developer. 6. Ownership of Preliminary Design City shall own the plans and other documents and work product Design Consultant creates for the Preliminary Design. In the event the Preliminary Design portion of this Agreement is terminated, City shall have the right to enter into an agreement with Design Consultant to complete the Preliminary Design. Developer shall include the City's ownership right in the Preliminary Design and the City's right to enter into an agreement with Design Consultant to complete the Preliminary Design in Developer's agreement with Design Consultant. 7. Termination (a) Terminarion. The Preliminary Design portion of this Agreement may be terminated without cause by either party upon delivery of written notice to the other party of such intent to terminate. If the City terminates this Agreement after the Preliminary Design work has commenced, then the City shall reimburse Developer for the Preliminary Design costs incurred or paid as of the date of such termination, such reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. City of Fort Worth, Texas Page 10 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 (b) Fiscal Fundin� Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate the portion of the Agreement regarding such obligations to be effective on the later of: (i) delivery by the City to Developer of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement; provided, however, the City shall reimburse Developer for the Preliminary Design costs incurred or paid as of the date of such termination, such reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. 8. Indemnity (a) DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, SERT�ANTS OR EMPLOYEES. (b) DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERT�ANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) DEVELOPER'S BREACH OFANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANYLIABILITYRESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELYINACCORDANCE WITHTHELAWS OFTHESTATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTR UED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXAS. (c) Developer shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. (d) Developer's agreement with the Design Consultant shall include a release and indemnity in favor of City in substantially the following form: "DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH AGAINST LIABILITY FOR ANY City of Fort Worth, Texas Page 11 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 DAMAGE CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE DESIGN CONSULTANT OR DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES CONTROL." 9. INSURANCE (a) �) Developer shall maintain the insurance requirements set forth in Exhibit F, which is attached hereto and incorporated herein for all purposes. Developer shall require in its contract with Design Consultant that City is listed as an additional insured on Design Consultant's insurance policy. Developer shall reguire Design Consultant to maintain the insurance requirements set forth in Exhibit E. C. GENERAL PROVISIONS 1. 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 : CIT'Y: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With copies to: City Attorney's Office 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 DEVELOPER: Rob Riner Companies GP, LLC P.O. Box 907 Fort Worth, Texas City of Fort Worth, Texas Page 12 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 2. 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 norice 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 �nal 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. 3. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, of�cers, 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, 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. City of Fort Worth, Texas Page 13 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 4. 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. 5. 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. 6. 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. 7. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to de�ne or limit the scope of any provision of this Agreement. 8. 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. 9. 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 construed solely on the basis of the language contained therein, regardless of who authored such language. 10. 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 City of Fort Worth, Texas Page 14 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 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 lsrael; 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. 11. 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'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 12. 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. 13. 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. 14. 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 successar of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 15. 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 City of Fort Worth, Texas Page 15 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 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. 16. 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. 17. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 18. 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 16 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 19. Cost Summary Sheet Project Name: Oak Grove Rd. CFA No CFA21-0004 ]PRC No. TPRC20-0127 City Project No.: 102802 Items De�,eloper's Cost City's Cost Total Cost A. Water and Sewer Construction 1. Water Construction $ 491,481.00 $ 491,481.00 2. Sewer Construction $ - $ - $ - Waterand Sev�rConstruction Total $ 491,481.00 $ - $ 491,481.00 B. TPW Construction 1. St reet $ 2, 088,156.49 $ 1, 200, 000.00 $ 3, 288,156.49 2. Storm Drain $ 1,544,429.30 $ 1,544,429.30 3. Street Lights Installed by De�eloper $ 281,392.25 $ 281,392.25 4. Signals $ - $ - $ - TPW Construction Cost Total $ 3,913,978.04 $ 1,200,000.00 $ 5,113,978.04 Total Construction Cost (excluding the fees): $ 4,405,459.04 $ 1,200,000.00 $ 5,605,459.04 Estimated Construction Fees: C. Construction Inspection Service Fee $52,185.00 $52,185.00 D. Administrati�e Material Testing Service Fee $14,994.00 $14,994.00 E. Water Testing Lab Fee $240.00 $240.00 Total Estimated Construction Fees: $ 67,419.00 $ - $ 67,419.00 Preliminary Engineering $ 200,000.00 TOTAL PROJECT COST $ 4,472,878.04 $1,400,000.00 $ 5,872,878.04 Choice Financial Guarantee O tions, choose one Amount Mark one Rnnri - 1M�/ P. �i F,f1F d�iQ fld v Completion Agreement = 100% / Holds Plat Cash Escrow Water/Sanitary Sewer— 125% (�ach Fcrrrnni Pa�nnn/C4nrm flrain - 19�i�/ Letter of Credit = 125% City of Fort Worth, Texas Page 17 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 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 Dana Burghdoff Assistant City Manager Date: Mar 23, 2021 Recommended by: Evelyn Roberts/Jennifer Ezernack Project Assistant Development Services Department Approved as to Form & Legality: Richard A. McCracken (Mar 23, 2021 08:59 CDT) Richard A. McCracken Sr. Assistant City Attomex M&C No. 20-0928 (12/15/20) Date: Mar 23, 2021 Form 1295: 2020-684242 ATTEST: Mary J. Kayser/ Ronald Gonzales City Secretary/ Assistant City Secretary City of Fort Worth, Texas DEVELOPER Rob Riner Companies GP, LLC By: Robert Riner (Mar 22, 202116:53 PDT) NameRobert Riner Title: Manager Date: Mar 22, 2021 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 1.la11ie Jeanett ;1/ptakr Janie Scarlett Morales (Mar 23, 202107:59 CDT) Janie Scarlett Morales Development Manager Pag e 18 of25 Standard Community Facilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 The following attachments are incorporated into this Agreement. To the extent a conflict e�sts between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included ❑X ❑ ❑ 0 ❑X 0 ❑ 0 ❑X ❑X ❑X 0 ❑X ❑X Attachment Attachment 1- Changes to Standard Community Facilities Agreement Attachment 2— Phased CFA Provisions Attachment 3— Concurrent CFA Provisions Attachment 4— Business Diversity Ordinance Compliance 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 Exhibit D: Preliminary Design Exhibit E: Agreement between Developer and Design Consultant EXhibit F: Insurance (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 19 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 ATTACHMENT "1" Changes to Standard Community Facilities Agreement City Project No. 102802 City of Fort Worth, Texas Page 20 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 ATTACHMENT "4" Business Diversity Ordinance Compliance �:z i:�oz1 ez:�� CITY �F FD�T 1N�ftTH ��NTRACT C�MPLIANCE MEM�RANDUM THIS FORM MLJST BE ATTAGHED T� THE ROUTIN� "�+I 8 G" B�FDR� LA1N DEPARTNlEN7 AND CITY MANAGER AP�R�VAL Ta: �ep�r�meE�t Pfa�ec� h��r���er From: B�sEr�ess Eq�ity Divisia� Date: tilar7�ary 2'I, 2�21 In the Amoun# of: $3,���,0��.�� Qevelc�pment--102802 GC=��r. �I'Ja. Pr�j�ctfBid: C�A-�ak Grav� Raad from JoeC East Raad Tfl Er�an Raad 1. Compliance wi#E� the �ity's Business Diversity Enterprise (B�E} Ordinance has been acl�ie�ed by the following mezhod: Texas Steriing Co�structior� Co. is i�� rompfi���ce ��vitf� th� �.Ety's BDE O��i3����ce 4`�y coE7�r���t�in� ta I�°� 1496� �art�c€�atir�n aF� �he tu'ity ��E�de�i �nrt�oR� of this C�A �roject. Tf�e C:ity's h�1BE ���I o�� tf�is CFA pro�e�: is 10°�a. City of Fort Worth, Texas Page 21 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 Exhibit D Preliminary Design City of Fort Worth, Texas Page 22 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 EXHIBIT D � -� i.,}i� � �,w..�.q�,:-�', _ �+-+n� � � L''tir f�E. _ L _ I �� .p...,� _ �9�.. . : ,' � �� . r `� - ' �.. ,r�+i 1 j ` ��::K:..i� �. .. _ �., . � `�'w'. � i a �� ��,. .l... _ i-; � ��.:-...�.� ° ,-- __ � � - . . . :,. , � . � r � . . _ - . '`—r�i`� �� ,� � - - � Y� y � - _,� ..� � 1.w � '' r-+j ��-' — i ti _y~ #I � � �,�, �' ' - � ' , -� . „�i R . � ;� ' •r E � � _ + ��`���� � -. • _ ' � � . r� � �- �:� , _���.s� �, o ; ,� , � � ��y +��— ir�?�'�����,�' —_ - ��y� .� ' � • ': ,� �t i� r��" �' '�- �� �"�. "s� a. - - , . .. _�_ ' �1 � t : ,�;�F r .. � 1r;� :,�� ;��-r � , ffi _ .r�. �Y: Y�_ A .._ .. 7@"��-r`a. : � m � �_:�; J � � :-•�-�.: ' ,.,.� - '� y i . � i �� � l 1 _ �,�~ �'`��''���,•~r�•�� '� � • �' S- � u - `:+ / `�Sr� ,y� -i`�r' : �:H `�y.T.,.�; � `� r �i �� r :,f^�, `"� = �� � �.4 ,Y � y�,_.^ 13 s�:: �,� � ta.�:i`s:�h _ .s . .�. , � t ! 0 t%�` = ' ,� --�.�;a�'�1 Exhibit E Agreement between Developer and Design Consultant City of Fort Worth, Texas Page 23 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 EXHIBIT E Kimley>>> Horn March 9, 2021 Mr. Rob Riner Rob Riner Companies GP, LLC 1029 W Enon Avenue Everman, TX 76140 Re: Agreement for Professional Services - Site Civil Engineering Oak Grove Road (Enon Road to Everman Parkway) Fort Worth, Texas Dear Mr. Riner, Page 1 of 11 Kimley-Horn and Associates, Inc. ("KH" or the "ConsultanY'), is pleased to submit this letter agreement (the "Agreement") to Rob Riner Companies GP, LLC ("the Client") for certain professional services. This agreement may be signed in the section entitled "AUTHORIZATION". PROJECT UNDERSTANDING The Client is engaged with the City of Fort Worth in providing an upgrade to Oak Grove Road between Joel East Road and Enon Road. In addition, the city is requring the Client to provide preliminary engineering plans for Oak Grove Road between Enon Road and Everman Parkway. This scope of services is for assisting the Client with preliminary engineering between Enon Road and Everman A table summarizing our proposed scope of services, by task, is provided below. The table includes projected fees, fee type, and in-house expenses. Only tasks with accompanying fees are included in our proposed scope of services, though we are available to provide other tasks upon request. Detailed descriptions of each task are provided later in this agreement and based upon the Client's needs, as are the notes and assumptions upon which our scope and fee are based. Subject Site - � �..,..� — _�. �.� � ! _ �,,,: . I . i � ;�� r�'' � �� �; .µ�,� - I4 -..r1 !: I �� � . � _ {'. _., � .;i� � �. ' � � � �� �� � �.�.._ _ �R ..�� � , s� �= --.�-- ' -. -.�.'�. i..r'�'�'�t'Y� . . .:i' �." I } a, . 7,� e .� - ��_ �q����'d +� r , �,�'� . � � � a � �. �� �x �'�� , .t" ' , �� - �'���— .�� �. . �` �: .;,�.�. � "4 .��l ! t� I. ; � � , , . .. �. ��� = _ R� .� • � �` •�,�•� � ;, � � '� � _. . ;;, � _ �`e:;�- ��� t�-� , . - --•....�_ -. t� � — � {"..�%� :: ��:�:�����_ . `�...�' � �.,� � ���' ...f�—`_ � -- � _. :., _ � � :�- a {I � 5 � . i ,�� � �, m 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn TASK AND FEE SUMMARY � Copyright 2021 Kimley-Horn and Associates, Inc. All Rights Reserved. Item Task 400 Basic Site Civil Engineering Services 402 Oak Grove Road Drainage Study 403 60% Oak Grove Road Civil Engineering Plans Subtotal Subtotal fees In-house expenses estimated at 6.00% of labor fees Grand Total Fee Type: LS = Lump Sum Fee Fee $24,500 $164,000 $188,500 $188,500 $11,310 $199,810 Page 2 of 11 Fee Type LS LS Expenses: In-house expenses include telecommunications, certain in-house reproduction, postage, supplies, and local mileage. All other reimbursable expenses will be invoiced at cost plus a markup of 15.00%. Sales Tax: Certain survey services are subject to state sales tax of 8.25%. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn OUR SCOPE AND FEE ARE BASED ON THE FOLLOWING Page 3 of 11 For all projects: 1 Fees are to perform each task one time. Revisions to address Jurisdictional review comments will be made on an hourly basis per our then-current hourly rate schedule. 2 Our scope of services terminates at the right of way. 3 Our services will be performed in general accordance with current published City design standards. 4 The city will handle all pricing and bidding of the plans. 5 Private utility information (gas, electric, cable, and telephone) will be shown on the plan for reference only if provided by the appropriate entities in a timely manner. Design of franchise utilities is beyond the scope of this agreement. 6 We shall be entitled to rely on the accuracy and completeness of information provided to us by the others. The following items are anticipated: • Offsite easements, if needed. • A geotechnical investigation report with paving and building subsurface design recommendations. • Timely participation by other members of the consultant team. • Any previously prepared surveys, reports, or documents with bearing on our scope of services. 7 Design of Life Safety lighting and signage is beyond the scope of this agreement. 8 Additional tasks may be necessary to complete the project based on City/Client requirements. If necessary KH will provide the Client with a separate scope and fee for this effort. 9 Any standard details or specifications provided or referenced on KH plans are for the convenience of the Client only. The Client understands thatjurisdictions often mandate use of their standard and that these standards have not been modified or designed by KH. The Client has declined to have these standards updated or made specific to this project and will not hold KH responsible for errors or omissions in these standards should an issue arise from their use. 10 Due to the everchanging circumstances surrounding the COVID-19 Virus, situations may arise during the performance of this Agreement that affect availability of resources and staff of Kimley- Horn, the client, other consultants, and public agencies. There could be changes in anticipated delivery times, jurisdictional approvals, and project costs. Kimley-Horn will exercise reasonable efforts to overcome the challenges presented by current circumstances, but Kimley-Horn will not be liable to Client for any delays, expenses, losses, or damages of any kind arising out of the impact of the COVID-19 Virus. For this project we assume: 1 The adjacent water and wastewater mains are adequate in size, cover and depth, and no study or design is necessary as part of the design. No design or study of offsite improvements to water, wastewater, traffic signals, or any other utility or improvement is known at this time and is therefore excluded. 2 Structural design (such as retaining walls and floor systems) and signage design is beyond the scope of this Agreement. 3 The roadway improvements are not anticipated to impact United States Army Corps of Engineers jurisdictional areas or other Environmentally Sensitive Areas requiring notification. 4 Oak Grove Road is on the City's Master Thoroughfare Plan as being a 110'-wide right of way and consisting of a 5-lane thoroughfare with two lanes northbound, two southbound, and a center two- way-left-turn lane. It is assumed the city will desire the center lane to be a landscaped median between Enon Road and Everman Parkway per the city's recently approved Mayor and Council case for this section of roadway improvements. The scope of work does not include any signal design or signal modifications. 5 The site development is not anticipated to impact any published FEMA floodplain area. 6 Detention of the site's runoff will not be required. No storm water quality design will be required. 7 A Traffic Impact Analysis will not be required. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn Page 4 of 11 8 KH has been provided survey information and instructed to use it for our design. KH will not be liable for errors or omissions in our work that were contributed to by errors or omissions in the survey. 9 The City is requiring 60% engineering plans for the Oak Grove Road Improvements. The design provided will be in general conformance to the city's standards and use similar methodologies in design as the section of Oak Grove Road north of Enon Road. The City's IPRC department requires construction-ready plans at the time of IPRC 1st Submittal which is equivalent to 100% Construction Documents, which the plans prepared under this scope will only achieve 60%, Preliminary Engineering design. KH is not responsible for achieving full city compliance for 100% construction-ready plans and will instead prepare one submittal to the city and address one round of minor, reasonable city comments. 10 A component of the design may include assessing the drainage extending through a culvert system under Oak Grove Road that routes South Fork Chamber Creek. Depending on the results of the study, offsite grading and easements may be necessary for achieving the design which the city will need to assume as a portion of their costs for moving forward with construction. It will be the city's responsiblity for coordinating and obtaining any offsite easements. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn TASK DESCRIPTIONS Page 5 of 11 Task 402 - Oak Grove Road Drainage Study KH will obtain the City-effective existing and fully developed condition hydrologic and hydraulic model of South Fork Chambers Creek (South Fork) from the City. KH assumes these City-effective models are available and executable. KH assumes the City-effective hydrologic models are consistent with existing and fully developed watershed conditions and the City-effective hydraulic model is consistent with existing geometry conditions along South Fork, and no revisions would be required. If these changes are required, KH can perform these modifications as an additional service. KH will prepare a proposed condition hydrologic model of Oak Grove Road by revising the City-effective hydrologic model of South Fork to account for the reconstruction of the roadway from Enon Avenue to Everman Parkway. The proposed condition hydrologic model will be based on one proposed design for Oak Grove Road. KH will prepare 1- , 5-, and 100-year proposed condition hydrologic calculations and a proposed condition drainage area map. KH assumes no detention facilities will be required in proposed conditions. KH will evaluate up to three crossing configurations at Oak Grove along South Fork to support the proposed roadway expansion. KH will prepare a proposed condition hydraulic model of South Fork by revising the City- effective hydraulic model with peak flows from the proposed condition hydrologic modeling output and one Oak Grove crossing configuration. KH will also prepare proposed condition hydraulic models with 100-year fully developed condition and FEMA flows. These flows will be obtained from City and FEMA effective modeling. KH will delineate the 100-year existing and proposed floodplain on two 24" x 36" workmaps. KH will prepare the following in the Oak Grove Road Drainage Study package to the City: • City of Fort Worth Drainage Checklist • Narrative • Proposed Condition Drainage Area Map • Proposed Condition Hydrologic Calculations • Proposed Condition HEC-HMS Output • Existing and Proposed Condition Floodplain Workmaps • South Fork Chambers Creek HEC-RAS Output • Digital Files KH will submit the Oak Grove Road Drainage Study package to the City for review and comment. KH will respond to one round of reasonable comments from the City. If additional rounds of comments are required, KH will invoice the additional effort based upon the then-current hourly rate schedule. KH will endeavor to obtain City approval of the analysis; however, this approval is not guaranteed. Submittals to FEMA or any other review agencies are not included in this task. Task 403 - 60% Oak Grove Road Civil Engineering Plans It is anticipated that Oak Grove Road will require improvements to increase the roadway to a 4-lane roadway (two lanes northbound, two southbound and a central median) based on the City's approved Mayor & Council agenda for this section of road. The extents of improvements is understood to be 1,250 feet of Oak Grove Road immediately south of Enon Road and will consist of designing the full ROW including four lanes. It is possible that franchise utilities will require relocation due to the roadway expansion. This scope does not include the design of the franchise utilities but will show the horizontal alignment of the proposed utilities for visual purposes. Improvement of existing water, sanitary sewer, and other utilities along Oak Grove Road are not anticipated nor included in this scope. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn The roadway plans will consist of: Page 6 of 11 Cover Sheet Final Plat General Notes and Project Specifications: Showing general notes related to proposed construction based on jurisdictional standards. Roadway Plan: Showing horizontal layout with dimensional ties to existing surveyed improvements, easements, and boundaries. Roadway Profile: Showing roadway vertical alignment. Drainaqe Area Map: Depicting the drainage areas contributed to the roadway. Storm Drainaqe Plan and Profile: Showing the location and elevation of proposed storm system. Erosion Control Plan Signage and Stripinq Plan: Indicating traffic movement signage and striping details. Liqhtinp Plans: Showing the location of street lights, conduit and power supply Traffic Control Plans: Providing the location and spacing of temporary traffic control devices. Construction Details: Showing details for the roadway improvements by reference to applicable jurisdictional standard details. The pavement depth will be determined by the local jurisdiction in conjunction with the Owner-provided geotechnical report. There is a potential for additional plans depending on Project specifics. These plans will be part of an off-site civil plan set due to City of Fort Worth requirements. These plans will be reviewed by the City of Fort Worth's Infrastructure Plan Review Committee (IPRC). This scope includes preparing the 30% design plans for Oak Grove Road, submitting once to the point of contact at the IPRC department, and addressing one round of minor, reasonable comments from the city. The Final Design Plans and permitting for Oak Grove Road Public Plans will be prepared under a separate agreement. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn FEE TYPES, EXPENSES, BILLING, STANDARD PROVISIONS Page 7 of 11 Lump Sum (LS) tasks will be invoiced based on the percent completion of the tasks. Hourly tasks will be invoiced according to the hourly rate schedule in effect at the time services are provided. Actual invoiced amounts for Hourly (H) tasks will be based on the effort expended. In-House Expenses: A percentage of the labor fee, as shown in the Task and Fee Summary Table, will be included in each invoice to cover certain expenses: telecommunications, in-house reproduction, postage, supplies, and local mileage. Other Reimbursable Expenses: Direct reimbursable expenses such as FedEx, couriers, print-shop reproduction, travel, and other direct expenses will be billed at cost plus the markup as shown in the Task and Fee Summary Table. All permitting, application, recording, and similar project fees will be paid directly by the Client. Project billing will be monthly and payment will be due within 25 days. The Consultant is not a Contingent Partner in this project. As such the Consultant will be paid in full for all Professional Services rendered. This agreement is subject to, and only to, the attached Standard Provisions. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com K. i m ey >>> H o r n Page 8 of 11 AUTHORIZATION We appreciate the opportunity to provide these services to you. This agreement must be signed within 60 days without being subject to our revision. KIMLEY-HORN AND ASSOCIATES, INC. Gody �rewer, P.E.(TX) Associate F• �� Scott Arnold, P. E. (TX) Vice President Agreed to by: Rob in r pa 'es GP, LLC . �� Signatyx� �� G� n /w( �G Title 3���-2�2/ Date ./'� i/1P�'t8.�'�yr���t�. Gdn� Client emai address for invoicing purposes 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com K. i m ey >>> H o r n Page 9 of 11 STANDARD PROVISIONS (1) ConsultanYs Scope of Services and Additional Services. The Consultant will perform only the services specifically described in this Agreement. If requested by the Client and agreed to by the Consultant, the Consultant will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in writing, the Client shall pay the Consultant for any Additional Services an amount based upon the ConsultanYs then-current hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Other direct expenses will be billed at 1.15 times cost. (2) ClienYs Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall: (a) Designate in writing a person to act as its representative, such person having complete authority to transmit instructions, receive information, and make or interpret the ClienYs decisions. (b) Provide all information and criteria as to the ClienYs requirements, objectives, and expectations for the project and all standards of development, design, or construction. (c) Provide the Consultant all available studies, plans, or other documents pertaining to the project, such as surveys, engineering data, environmental information, etc., all of which the Consultant may rely upon. (d) Arrange for access to the site and other property as required for the Consultant to provide its services. (e) Review all documents or reports presented by the Consultant and communicate decisions pertaining thereto within a reasonable time so as not to delay the Consultant. (� Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary. (g) Obtain any independent accounting, legal, insurance, cost estimating and feasibility services required by Client. (h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the ConsultanYs services or any defect or noncompliance in any aspect of the project. (3) Period of Services. Unless otherwise stated herein, the Consultant will begin work after receipt of a properly executed copy of this Agreement. This Agreement assumes conditions permitting continuous and orderly progress through completion of the services. Times for performance shall be extended as necessary for delays or suspensions due to circumstances that the Consultant does not control. If such delay or suspension extends for more than six months, ConsultanYs compensation shall be renegotiated. (4) Method of Payment. Client shall be pay Consultant as follows: (a) Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held by the Consultant and applied against the final invoice. Interest will be added to accounts not paid within 25 days at the rate of 12% per year beginning on the 25th day. If the Client fails to make any payment due under this or any other agreement within 30 days after the ConsultanYs transmittal of its invoice, the Consultant may, after giving notice to the Client, suspend services and withhold deliverables until all amounts due are paid. (b) If the Client relies on payment or proceeds from a third party to pay Consultant and Client does not pay ConsultanYs invoice within 60 days of receipt, Consultant may communicate directly with such third party to secure payment. (c) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of receipt of the invoice or the ClienYs objections will be waived, and the invoice shall conclusively be deemed due and owing. If the Client objects to only a portion of the invoice, payment for all other portions remains due within 25 days of receipt. (d) If the Consultant initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such expenses shall include the cost, at the ConsultanYs normal hourly billing rates, of the time devoted to such proceedings by its employees. (e) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The Consultant may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right of the Consultant to collect additional amounts from the Client. (5) Use of Documents. All documents and data prepared by the Consultant are related exclusively to the services described in this Agreement, and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not intended or represented to be suitable for use or reuse by the Client or others on extensions of this project or on any other project. Any modifications by the Client or Citv of Fort Worth (Citv) to any of the ConsultanYs documents, or any reuse of the documents without written authorization by the Consultant will be at the ClienYs sole risk and without liability to the Consultant, and the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom. The ConsultanYs electronic files and source code remain the property of the Consultant and shall be provided to the Client and Citv only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the Client, and use of them is at the ClienYs sole risk. In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by the Consultant, 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn Page 10 of 11 (6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including but not limited to the costs of construction and materials, are made solely based on its judgment as a professional familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. ConsultanYs services required to bring costs within any limitation established by the Client will be paid for as Additional Services. (7) Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof, or upon thirty days' written notice for the convenience of the terminating party. The Consultant shall be paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable expenses incurred by the Consultant as a result of such termination. The Citv shall have the riqht to retain the Consultant to complete the Preliminary Desiqn. (8) Standard of Care. The standard of care applicable to ConsultanYs services will be the degree of care and skill ordinarily exercised by consultants performing the same or similar services in the same locality at the time the services are provided. No warranty, express or implied, is made or intended by the ConsultanYs performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client. (9) LIMITATION OF LIABILITY. IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE PROJECT TO THE CLIENT AND THE CONSULTANT, THE RISKS ARE ALLOCATED SUCH THAT, TO THE FULLEST EXTENT ALLOWED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR THE EXISTENCE OF APPLICABLE INSURANCE COVERAGE, THAT THE TOTAL LIABILITY, IN THE AGGREGATE, OF THE CONSULTANT AND THE CONSULTANT'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS TO THE CLIENT OR TO ANYONE CLAIMING BY, THROUGH OR UNDER THE CLIENT, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES UNDER THIS AGREEMENT FROM ANY CAUSES, INCLUDING BUT NOT LIMITED TO, THE NEGLIGENCE, PROFESSIONAL ERRORS OR OMISSIONS, STRICT LIABILITY OR BREACH OF CONTRACT OR ANY WARRANTY, EXPRESS OR IMPLIED, OF THE CONSULTANT OR THE CONSULTANT'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS, SHALL NOT EXCEED TWICE THE TOTAL COMPENSATION RECEIVED BY THE CONSULTANT UNDER THIS AGREEMENT OR $50,000, WHICHEVER IS GREATER. HIGHER LIMITS OF LIABILITY MAY BE NEGOTIATED FOR ADDITIONAL FEE. THIS SECTION 9 IS INTENDED SOLELY TO LIMIT THE REMEDIES AVAILABLE TO THE CLIENT OR THOSE CLAIMING BY OR THROUGH THE CLIENT, AND NOTHING IN THIS SECTION 9 SHALL REQUIRE THE CLIENT TO INDEMNIFY THE CONSULTANT. (10) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits. (11) Construction Costs. Under no circumstances shall the Consultant be liable for extra costs or other consequences due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and specifications. Consultant shall have no liability whatsoever for any costs arising out of the ClienYs decision to obtain bids or proceed with construction before the Consultant has issued final, fully-approved plans and specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans are fully approved and all permits obtained. (12) Certifications. All requests for the Consultant to execute certificates, lender consents, or other third-party reliance letters must be submitted to the Consultant at least 14 days prior to the requested date of execution. The Consultant shall not be required to execute certificates, consents, or third-party reliance letters that are inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the Consultant to violate applicable rules of professional (13) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first to mediation in accordance with the American Arbitration Association as a condition precedent to litigation. Any mediation or civil action by Client must be commenced within two years of the accrual of the cause of action asserted but in no event later than allowed by applicable statutes. (14) Hazardous Substances and Conditions. Consultant shall not be a custodian, transporter, handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. ConsultanYs services will be limited to analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal, or remediation. The Consultant will notify the Client of unanticipated hazardous substances or conditions of which the Consultant actually becomes aware. The Consultant may stop affected portions of its services until the hazardous substance or condition is eliminated. (15) Construction Phase Services. (a) If the Consultant prepares construction documents and the Consultant is not retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents and for construction observation, and the Client waives any claims against the Consultant in any way connected thereto. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Kimley>>> Horn Page 11 of 11 (b) The Consultant shall have no responsibility for any contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall Consultant have any authority or responsibility to stop or direct the work of any contractor. The ConsultanYs visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by the Consultant. Consultant neither guarantees the performance of contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance with the contract documents. (c) The Consultant is not responsible for any duties assigned to it in the construction contract that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job site safety and its means and methods; that the contractor shall indemnify the Client and the Consultant for all claims and liability arising out ofjob site accidents; and that the Client and the Consultant shall be made additional insureds under the contractor's general liability insurance policy. (16) No Third-Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the written consent of the Consultant. The Consultant reserves the right to augment its staff with subconsultants as it deems appropriate due to project logistics, schedules, or market conditions. If the Consultant exercises this right, the Consultant will maintain the agreed-upon billing rates for services identified in the contract, regardless of whether the services are provided by in-house employees, contract employees, or independent subconsultants. (17) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the project and to the use by the Consultant of facts, data and information obtained by the Consultant in the performance of its services. If, however, any facts, data or information are specifically identified in writing by the Client as confidential, the Consultant shall use reasonable care to maintain the confidentiality of that material. (18) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of Texas. This Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous negotiations, representations, agreements or understandings, whether written or oral. Except as provided in Section 1, this Agreement can be supplemented or amended only by a written document executed by both parties. Any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions. The non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceabilitv of that provision or of the remainder of this Aqreement. (19) THE CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH AGAINST LIABILITY FOR ANY DAMAGE TO THE EXTENT CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE CONSULTANT OR CONSULTANT'S AGENT. CONSULTANT UNDER CONTRACT. OR (20) The Consultant will list the Citv as an additional insured under it's commercial qeneral liabilitv and automobile liabilitv policies. 801 Cherry Street, Suite 1300, Unit 11, Fort Worth, Texas, 76102 817 335 6511 � kimley-horn.com Exhibit F Insurance 1.01 Dutv to Acquire and Maintain. Developer shall ensure that a policy or policies of insurance are procured and maintained at all times, in full force and effect, to provide coverage of the types and amounts speci�ed herein, naming the City as an additional insured as set forth herein, and covering all public risks related to this Agreement. The insurance required hereunder may be met by a combination of self-insurance and primary and excess policies. 1.02 Tvpes and Amounts of Covera�e Required a. Commercial General Liabilitv: (1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including coverage for the following: (i) Premises Liability; (ii) independent contractors; (iii) products/completed operations; (iv) personal injury; (v) contractual liability; (vi) explosion, collapse, and underground property damage Property Dama�e Liability: (]) $],000,000.00 per occurrence c. Umbrella Policv (1) $5,000,000.00 d. Environmental Impairment Liabilitv (EIL) &/or Pollution Liability (1) $2,000,000 per occurrence (2) $5,000,000 aggregate e. Automobile Liabilitv: (]) $],000,000.00 Each accident on a combined single-limit basis Worker's Compensation: (1) As required by law g. Employer's Liabilit� (1) $1,000,000.00 per accident 1.03 Revisions to Required Covera�e. At the reasonable recommendation of the City's Risk Manager, the City may at any time revise insurance coverage requirements and limits required by this Agreement. Company agrees that within ten (10) days of receipt of written notice from the City, all such revisions requested by the City will be implemented. The policy or policies of insurance shall be endorsed to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal, City of Fort Worth, Texas Page 24 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 or amendment, shall be made without thirty (30) days' prior written notice to the City. 1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved to do business in the State of Texas. Except for workers' compensation, al I insurers must have a m inimum rating of A: Vll in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, prior written approval of the City's Risk Management Division is required. Within ten (10) business days following eXecution of this License, Developer shall ensure that City is furnished with certifcates of insurance signed by the respective companies as proof that the types and amounts of insurance coverage required herein have been obtained. In addition, Developer shall, on demand, provide the City with evidence that it has maintained such coverage in full force and effect. 1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required herein shall not eXceed $25,000.00 in the annual aggregate unless the limit per occurrence or per line of coverage, or aggregate is otherwise approved by the City. 1.06 No Limitation of Liabilitv. The insurance requirements set forth in this section and any recovery by the City of any sum by reason of any insurance policy required under this License shall in no way be construed or affected to limit or in any way affect Company's liability to the City or other persons as provided by this Agreement or law. 1.07 Umbrella or Excess Liabilitv. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an Additional Insured on the Automobile and Commercial General Liability policies. 1.09 Waiver of Subro�ation. The insurance shall include a waiver of rights of recovery (subrogation) in favor of the City of Fort Worth. 1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable reguests for deletion or revision or modifications ofparticular policy terms, conditions, limitations, or exclusions in order to comply with the requirements of this Agreement eXcept where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. 1.1 ] Certi�cate of Insurance. Developer shall submit to the City a certificate of insurance evidencing all required insurance coverage and any applicable endorsements. City of Fort Worth, Texas Page 25 of 25 Standard Community E'acilities Agreement with City Participation and Agreement for the Preliminary Design of a Portion of Oak Grove Road Rev. 4/2/20 Client#: 25320 KIMLHORN DATE (MM/DDIYYYY) ACORDrM CERTIFICATE OF LIABILITY INSURANCE 3/12/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT .1erry Noyola Greyling Ins. Brokerage/EPIC PHONE 770-552-4225 FAX 866-550-4082 A/C, No, Ext : AIC, No : 3780 Mansell Road, Suite 370 E-MAIL er no ola re lin com ADDRESS: � rY• Y �g Y g• Alpharetta, GA 30022 INSURER S AFFORDING COVERAGE NAIC # INSURED Kimley-Horn and Associates, Inc. 421 Fayetteville Street, Suite 600 Raleigh, NC 27601 COVERAGES CERTIFICATE NUMBER: 20-21 ( ) iNsuReRa,: National Union Fire Ins. Co. 19445 iNsuReR s: Aspen American Insurance Company 43460 iNsuReR c: New Hampshire Ins. Co. 23841 iNsuReR o: Lloyds of London 085202 INSURER E : REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRR TYPE OF INSURANCE NSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 5268169 4/01/2020 04/01/2021 EACH OCCURRENCE $� ���Q���Q CLAIMS-MADE �X OCCUR PREMISES�Ea oNcur° nce $ 500,000 X Contractual Liab MED EXP (Any one person) $25,000 PERSONAL & ADV INJURY $ �,OOO,OOO GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $Z�OOO�OOO PRO- POLICY X JECT X LOC PRODUCTS-COMP/OPAGG $Z�OOO�OOO OTH ER: $ A AUTOMOBILE LIABILITY 4489663 4/01/2020 04/01/2021 Ea aBcideDtSINGLE LIMIT $2 000 000 X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ $ B UMBRELLALIAB X OCCUR CX005FT20 4/01/2020 04/01/2021 EACHOCCURRENCE $rJO��,�00 �( EXCESS LIAB CLAIMS-MADE AGGREGATE $rJ OOO OOO DED X RETENTION $O $ C WORKERSCOMPENSATION 015893685 AOS 04/01/2020 04/01/2021 X PER OTH- AND EMPLOYERS' LIABILITY � � STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVEY�N 015893686(CA) 04/01/2020 04/01/2021 E.L.EACHACCIDENT $���00��00 OFFICER/MEMBER EXCLUDED? � N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $� ��00��00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $� �OOO�OOO D Professional Liab B0146LDUSA2004949 4/01/2020 04/01/2021 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Oak Grove Road (Enon Rd to Everman Pkwy). Rob Riner Companies GP, LLC & The City of Fort Worth are named as Additional Insureds with respects to General Liability where required by written contract. TE HOLD Rob Riner Companies GP, LLC 1029 W. Enon Avenue Everman, TX 76140 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I 'a%�'/� ��'' O 1988-2015 ACORD CORPORATION. All rights reserved. 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C CONG (CAP) Bidders P:oposa{ Specificaiion Uikit of Bid ���t Price Bid Value Secfion No. Measicre QuanFity ; [MPROV�MENTS 0171 23 LS 1 $20,000.06 $ 20,OOO.U€l 017123 LS 1 $i,000.00 $ 1,006.D0 02411A EA 1 $410.D0 $ 410.00 02 41 14 EA 1 $440.D0 $ 440.00 313700 SY 271 $6i.D0 $ 16,53i.00 33 01 3t �F 4,855 $t•D8 $ 5,146.30 33051p LF A,730 $'t.00 $ 9,73fl.00 33 05 22 LF BD $960.00 $ 57,BOO.UO 334t 1q I.F 4S $32.00 $ 4,508.OD 33 41 10 LF 8 $118.00 $ S44.OD 33 43 10 LF 1,4[i8 $9A.D0 $ 132,352.00 33 4'! 10 LF 2D9 $12D.00 $ 25,OSO.OD 334190 L� 876 $153.U0 $ 1A9,328.00 38 41 10 l.F 483 $260.OU $ 125,580.tlQ 33 A1 10 LF 922 $340A0 $ '�A3,ABO.UO 33411U l.F 90 $63D.00 $ 56,70U.00 33491D EA 4 $7,4UD.00 $ 29,600.Ofl 33 49 10 EA 1 $12,70�.Op $ 12,700.00 33491U EA 6 $3,OOO.UO $ 98,0OO.Ofl 334840 CY 1 $10,206.00 $ 90,200.00 33 43 40 EA 1 $3,700.00 $ 3,700.00 33 �{9 20 EA 1 $7,500.Ot1 $ 7,500.00 33 49 20 EA 2 $7,800.60 $ 15,6UO.fl0 33 49 20 EA 1 $9,800.00 $ 9,8U0.00 33 49 20 �A 1 $12,100.00 $ 12,100,00 33 99 20 EA 4 $10,700.00 $ 42,800.0� 33 49 20 £A 1 $14,OOfl.00 $ 14,000.00 33 49 20 EA '[ $17,4(30.00 $ 17,400,00 33 4i i0 LF 1,210 $500.OD $ G05,000.00 TxR�T 420 CY 1 $2,200.00 $ 2,200,OC 544 C1TY OF FORT WORiH STANDARD COiJSTRi1CTION SPECIFICAT30N DOGUMENTS - qEVELOPER AWAROEf] PROJECTS Fomt Ve�siort May 22, 2019 00 A2 d3 DAPPROPOSALFQRM Page 3 af 5 Bidlsst Itern No. Projcct Ltei;i Information �escription Specitication Unit nf Bi Saction No. Meassue Qua� RfIPROVEIVIENTS 01 71 23 L5 pt 79 23 LS 0241 93 SF U2 41 13 SF 02 A1 13 LF 02 41 13 5F 42 41 13 LF 02 41 14 EA 02 41 13 5Y 1 02 41 15 L� 0241 14 I.F 31 10 00 LS 31 10 00 EA 31 23 t8 CY 3'[ 24 00 CY 3t 23 23 CY 37 25 00 LS 32 t 1 23 SY 32 91 29 SY 3' 32 � 1 23 TN 32121fi SY 32 1216 SY Bidder's Progosal a IJnit Price Bid Vafae uiry 1 $46,800.00 $ 46,e0U.00 � $1,0OO.OD $ 1,000.00 99 $`�.30 $ 524.70 7824 $1.34 $ 10,4$4.1fi 4117 $1.00 $ 4,197.00 372 $5.80 $ 2,t57.fi0 87 $9.92 $ 883.04 3 $840.00 $ 9,92U.00 0761 �1.77 $ i9,046.97 20 $21.50 $ 430.00 160 $11.35 $ 1,816,D0 # $$,OOO,OU $ 9,OOO.DO 3 $1,000.00 $ 3,OD0.00 8200 $12.50 $ 302,500.00 8200 $6,15 $ 50,930.00 5090 $15.35 $ �fi,750.00 1 $29,700.00 $ 29,700.00 A64 $12.00 $ 5,566,pD 1 0171.�1U1 Construction SlaKiag 2 0171.o1U2 As-SuillSuroey 3 4241.0100 Remove Sidewalk 4 0241.0401 Remave Concreie Drive 5 0241.OS00 Remave Fence 6 02A1.0&09 Remov�; Ri Ra 7 0241.0550 Remove Guardrail 8 0241.4401 Remove HeadwalilSET 9 0241.1100 Fiemove As halt Pvmt l0 U241.1300 Remove Conc Curb&Gutter 77 0241.3018 Remove 33" Storm Line t2 3110.0101 Sife Cleasing �3 3110.0102 8"-72" Tree Ftemoval 14 3123.0101 Unclassified �xcavation 6 Plan 95 3124.0101 Embankment by Plan 16 3123.0103 Borrow b P[an 17 3125.01D1 SWPPP z t acre 18 3241.U11 t 4" Flexible base, e A, GR-1 19 32t 1.0562 S" l.ime Treaiment 54 iBS15 2D 3211.OAD0 H drated �ime 21 3212A3v2 2" As halE Pvmt Ty e 6 22 3212.0645 8" As hali Base 7ype B 23 3213.0105 t 0" Conc Pvmt (4,OOD PSI 24 3213.0403 8" Concreie �rivBway 25 3213.�301 4" Conc 5idewalk 26 3212.D311 4" Conc Sidewa[k, AdjaCent to Curb 27 3213.6506 Barrier Free Ram , Ty e P-1 28 3217.0901 4" SLp Pvmt Marking HA5 29 3217.D002 4" SLD Pvmt Marking HAS 30 3217.02Q1 8" SL� Pvmt Marking HAS (VV) 31 3217A202 8" SL� Pvmt Marking HAS 32 3217.0004 4" SRK Pvmt Marking HAS {Y) $3 3217.00U3 9" BRK Pvmt Mar€cin HA5 (VV) 34 3217.05U1 24" SI.R Rvmt Markin HRE 35 3217.2102 REFL Raised hAarker TY 1-C 36 3217.2103 REFL Raised NlarkerTY I]-A-A 37 3247.430� Remove 4" Pvmt Marking 38 32�7.4303 Remove 8" Pvmf Marking 33 329'7.4307 Remove Raised Markef 40 3291.0100 To soi[ 41 3282.0100 Slock Sod Piacement 42 34A1.k1 tfl Remove and Reinstall Sign Panel and Post 93 3441.4003 Furnishllnsia[1 Alum S� n Ground Maunt Cit 44 3471.0001 Tra�c Control 45 3471.00(12 Poftabla Messa e Si a 46 3471.0003 Traff€c Controf 17eta[ls 47 8993.a0D1 Remove Gra�el Drive 48 450 &052 RAIL iHANDRAIL)f�Y F; 321313 SY 27221 32 13 20 5F 25788 32 13 20 SF 68566 32 13 20 S� 8074 3213 20 EA 3217 23 LF '32 17 23 l.F 1 '32 17 23 LF 32 17 23 l.F 32 47 23 LF 32 i7 23 LF 33 17 23 LF 32 i7 23 EA 32 i7 23 EA 32 77 23 LF 3217 23 LF 32 17 23 �A 32 91 19 GY 32 92 13 5Y 1 34 41 30 EA 34 A1 3D EA 34 71 13 MO 3q 71 13 WK 35 71 13 FA 02 41 13 SF 7xbOT 45a I.F 1144 48 2440 2390 22 272 246 635fi 1225 160 2221 3329 2 5 12 50 2 6532 179 70.00 $ 152,320.00 36.18 $ 3,437.10 93.11 $ 8,845.95 70.00 $ 1,S05,A70.U0 $7.00 $ 180,516.00 $4.74 $ 325,002,8A $7.10 $ 43,104.10 D0.00 $ 4,4U0,00 $U.89 $ 59'I.85 $4.2D $ 2,928.00 $4.20 $ 2,888.UD $15.00 $ 330.D0 $4.00 $ '[,088.06 $4.00 $ 984.00 $0.65 $ 4,t31.40 $1.75 $ 2,tA3.75 $1.00 $ t60.00 $8.50 $ �$,878.50 $4.OU $ 53,316.U0 $575.00 $ 1,95�.D0 $685.00 $ 3,425.U0 � 1,800.�(1 a,812.16 21,122.D0 88.156.49 cirr oF �o�r woRTH STANDAf2Cl CONSTRL/CTION SPECIFICATiON €�OCUMENTS - D�VELpPER AWAROEO PROJECTS Fvrm Versiort May 22, 2019 00 h2 q3 OAP PROPQSAL FOi2M Pags 4 of 5 CITY OF FORT WORTH STANDAR6 CONSTRUCTION SP�GIFICATIQN �OCUN�ENTS - �EVELOP�R AWAR�E� PROJECTS Fofm Versfoa May 22, 2019 00 42 43 �APPRQPOSALFDRM Page 5 of 5 Praject Item infonEiation I€st [tem No. Descriplion IT lll: pF2AINAGE ��IT lV: PAVING II Specstication LI37Ei OF Bid Section No. Measure Ouant. Total Canstructian Bidder's Proposal Unit Prica Bid Value CITY OF FORT WORTH STANOARD CONSTRUCTION SPEGIFECA'f1p13 b6CUMENTS» D@VELOPEft AWARDED PROJECTS Form Version May 22, 2019 �� ROBRINE-01 JWILLMO ,4CORo` CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) �� 3/12/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Juli Willmott NAME: Gus Bates Insurance & Investments PHONE FAX 3221 Collinsworth St (a/c, No, eXt): (817) 529-5315 �aic, No):(817) 984-7630 Fort Worth, TX 76107 a oREss:Juli@gusbates.com INSURED Rob Riner Companies GP, LLC PO BOX JO% Fort Worth, TX 76101 iNsuRea a: Certain Underwriters at LI �n,suReaa:Texas Mutual Ins Co INSURER C : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TypE OF INSURANCE ADDL SUBR pOLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE g �,OOO,OOO CLAIMS-MADE � OCCUR SCG1020620 9I'I/ZOZO 9/1/2021 DAMAGE TO RENTED �OO,OOO PREMISES Ea occurrence $ MED EXP An one erson $ PERSONAL & ADV INJURY $ �,OOO,OOO GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY �X jE � � LOC PRODUCTS - COMP/OP AGG $ 2,000,000 X OTHER: Per Project Cap: $5,000,00o Per Project cap $ 5,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 'I,OOO,OOO Ea accident $ ANYAUTO SCG1020620 9�'��2020 9/1/2021 gpDILYINJURY Per erson $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per acadent $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE g 5,000,000 EXCESS LIAB CLAIMS-MADE SCX1021620 9�'��202� 9/1/2021 AGGREGATE $ 5,���,��� DED RETENTION $ g B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y�N 0002051961 9/2/2020 9/2/2021 1,000,000 OFFICER/MEMBER/EXCLUDED? ECUTIVE � N� A E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ �,���,��� If yes, describe under 1,000,0�� DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ q Professional Liab ANE4448133.20 9/1/2020 9/1/2021 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PRC20-0127 - Oak Grove Road Workers Compensation WC 42 06 01 Texas Notice of Material Change endorsement 30 day NOC General Liability CG 20 07 04 73 Primary And Noncontributory Other Insurance Condition SG 00 44 11 18 Subcontractor Warranty Endorsement (Increased Deductible) CG 24 04 OS 09 Waiver Of Transfer Of Rights Of Recovery Against Others To Us SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clt of Fort WOrth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. Development Services Department Contract Management Office 200 Texas Street AUTHORIZED REPRESENTATIVE Fort Worth, TX 76102 � '/�_ /�/ ACORD 25 (2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD �� ACORO'" �� AGENCY 3us Bates Insurance & Investments POLICY NUMBER 3EE PAGE 1 CARRIER 3EE PAGE 1 ADDITIONAL REMARKS AGENCY CUSTOMER ID: ROBRINE-01 LOC #: 1 _ ADDITIONAL REMARKS SCHEDULE NAMEDINSURED Rob Riner Companies GP, LLC PO Box 907 Fort Worth, TX 76101 NAIC CODE iEE P 1 EFFECTIVE DATE: JWILLMOTT Page 1 of 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: Professional Liab. Deductible $25,000 ACORD 101 (2008/01) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 0 eX�1,SM t a uu WORKERS' COMPENSATION INSURANCE WORKERS' COMPENSATION AND WC 42 06 01 EMPLOYERS LIABILITY POLICY Agent copy TEXAS NOTICE OF MATERIAL CHANGE ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Number of days advance notice: 2. Notice will be mailed to: 30 PER LIST ON FILE This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 9/2/20 at 12:01 a.m. standard time, forms a part of: Policy no. 0002051961 of Texas Mutual Insurance Company effective on 9/2/20 Issued to: ROB RINER COMPANIES GP LLC NCCI Carrier Code: 29939 This is not a bill PO Box 12058, Austin, TX 78711-2058 1 of 1 texasmutual.com �(800) 859-5995 � Fax (800) 359-0650 r/ �Z/ � Authorized representative 9/ 1 /20 WC 42 06 01 Subcontractor Warranty This endorsement modifies insurance under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCT/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following condition is added to Section IV of the policy — Commercial General Liability Conditions: 10. a. You shall obtain Certificates of Insurance from all contractors or subcontractors providing evidence of General Liability Insurance with a minimum limit and aggregate as follows: General Aggregate Limit: $1,000,000 Products — Completed Operations Aggregate Limit: $1,000,000 Each Occurrence Limit: $1,000,000 b. Such certificates of Insurance shall also specify that you are named as an additional insured under their policy as respects work for which you have engaged their services. c. Provide these documents to us in connection with any "occurrence," claim, or "suiY' that arises in whole or in part from the work of any independent contractors or subcontractors you hire. Failure to comply with this condition does not alter the coverage provided by this policy to the Named Insured; however, should you fail to comply, the deductible on your policy relating to the contractor's work a deductible of three (3) times your policy deductible will apply. NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, OR LIMITATIONS OF THE POLICY TO WHICH THIS ENDORSEMENT IS ATTACHED OTHER THAN AS ABOVE STATED. SG 00 44 11 18 Page 1 of 1 Policy Number: COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and � (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. ` � CG 20 01 0413 O Insurance Services Office, Inc., 2012 Page 1 of 1 POI.iCY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Infarmation required to complete this Schedule, if not shown The fallowing is added to Paragraph 8. 7ransfer Of Rights Of Recovery Against Others To Us of Sect'ton IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. 0 m � � °' CG 24 04 05 09 will be shawn in the Declarations. OO Insurance Services Office, Inc., 2008 Page 1 of 1 O I DATE(MM/DDIYYYY) A�� � CERTIFICATE OF LIABILITY INSURANCE 1/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: COI11101' B8I(@I' Uniondale-Alliant Ins Svc Inc PHONE Fax 333 Earle Ovington Blvd Ste 700 a�c n,o exc : 516-414-8278 AIC No : Uniondale NY 11553 aooR�ess: connor.baker@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # iNsuReRa: Berkshire Hathawa Specialt I 22276 INSURED STERCON-01 iNsuReRa: Executive Risk Indemnity Inc 35181 Texas Sterling Construction Company 20810 Fernbush Lane iNsuReRc: Federal Insurance Company 20281 HOUStOII, TX 77073 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1556987472 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY B X COMMERCIALGENERALLIABILITY Y Y 54309707-02 6/1/2020 6/1/2021 EACHOCCURRENCE $2,000,000 CLAIMS-MADE � OCCUR PREM SES�Ea occur ence $ 300,000 X Contractual Liab MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $4,000,000 POLICY � jE � � LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTH ER: $ C AUTOMOBILELIABILITY Y Y 205430-97-05 6/1/2020 6/1/2021 COMBINEDSINGLELIMIT $2�000,000 � � Ea accident X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ A UMBRELLALIAB X OCCUR Y Y 47-XSF-303345-04 6/1/2020 6/1/2021 EACHOCCURRENCE $10,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTION $ $ � WORKERS COMPENSATION Y 005 4309704 04 6/1/2020 6/1/2021 X PER OTH- AND EMPLOYERS' LIABILITY Y� N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTNE E.L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? � N�A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Oak Grove Road / Project No. 102802 City of Fort Worth, Kimley-Horn and Associates Inc. and Carter Park East Land LLC are included as Additional Insured as respects Liability arising out of work performed by the Named Insured as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Carter Park East Land, LLC 1717 McKinney Avenue,Suite 1900 Dallas, TX 75202 AUTHORIZEDREPRESENTATIVE �N�Y��� OO 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD I DATE(MM/DDIYYYY) A�� � CERTIFICATE OF LIABILITY INSURANCE 1/26/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: COI11101' B8I(@I' Uniondale-Alliant Ins Svc Inc PHONE Fax 333 Earle Ovington Blvd Ste 700 a�c n,o exc : 516-414-8278 AIC No : Uniondale NY 11553 aooR�ess: connor.baker@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # iNsuReRa: Berkshire Hathawa Specialt I 22276 INSURED STERCON-01 iNsuReRa: Executive Risk Indemnity Inc 35181 Texas Sterling Construction Company 20810 Fernbush Lane iNsuReRc: Federal Insurance Company 20281 HOUStOII, TX 77073 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:729276420 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY B X COMMERCIALGENERALLIABILITY Y Y 54309707-02 6/1/2020 6/1/2021 EACHOCCURRENCE $2,000,000 CLAIMS-MADE � OCCUR PREM SES�Ea occur ence $ 300,000 X Contractual Liab MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $4,000,000 POLICY � jE � � LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTH ER: $ C AUTOMOBILELIABILITY Y Y 205430-97-05 6/1/2020 6/1/2021 COMBINEDSINGLELIMIT $2�000,000 � � Ea accident X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ A UMBRELLALIAB X OCCUR Y Y 47-XSF-303345-04 6/1/2020 6/1/2021 EACHOCCURRENCE $10,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTION $ $ � WORKERS COMPENSATION Y 005 4309704 04 6/1/2020 6/1/2021 X PER OTH- AND EMPLOYERS' LIABILITY Y� N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTNE E.L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? � N�A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Oak Grove Road / Project No. 102802 City of Fort Worth, Kimley-Horn and Associates Inc. and Carter Park East Land LLC are included as Additional Insured as respects Liability arising out of work performed by the Named Insured as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE �N�1�6`�!4 �� OO 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A M&C Review CITY COUNCIL AGEND DATE: 12/15/2020 REFERENCE NO.: **M&C 20- LOG NAME: 0928 CODE: C TYPE: CONSENT PUBLIC HEARING: Page 1 of 3 Official site of the City of Fort Worth, Texas FQRT�'4'ORTH -��- 060AK GROVE ROAD JOEL EAST TO ENON NO SUBJECT: (CD 8) Authorize the Revision to the 2018 Bond Program Project Scope for Oak Grove Road Between Joel East Road and Everman Parkway from Asphalt Pulverization and Overlay to Construction of a Concrete, Four-Lane Divided Roadway with Two-Way Turn Lane and Ten-Foot Shared Paths and Authorize the Execution of a Community Facilities Agreement with Rob Riner Companies GP, LLC, with City Participation in an Amount Not to Exceed $1,200,000.00 for Construction of Oak Grove Road from Joel East Road to Enon Road and $200,000.00 for Preliminary Design of Oak Grove Road from Enon Road to Everman Parkway, Adopt Appropriation Ordinances, and Amend the FY2021-2025 Capital Improvement Program (2018 Bond Program) RECOMMENDATION: It is recommended that the City Council: 2. 3 � 5 Revise the scope of the Oak Grove Road project as described in the 2018 Bond Program from an asphalt pulverization and overlay to construction of a concrete, four-lane divided roadway with a two-way turn lane and two ten-foot shared paths, consistent with the City's Master Thoroughfare Plan for Oak Grove Road from Joel East Road to Enon Road; Authorize the execution of a community facilities agreement with Rob Riner Companies GP, LLC, with City participation in an amount not to exceed $1,200,000.00 to construct Oak Grove Road from Joel East Road to Enon Road and City participation in an amount not to exceed $200,000.00 for preliminary design of Oak Grove Road from Enon Road to Everman Pa rkway; Adopt the attached appropriation ordinance adjusting appropriations in the 2018 Bond Program Fund by increasing appropriations in the Community Facilities Agreement-Oak Grove Road South project, in the amount of $1,200,000.00 and decreasing appropriations in the Street Construction/Reconstruction/Rehabilitation programmable project (City Project No. PB0001) by the same amount; Adopt the attached appropriation ordinance adjusting receipts and appropriations in the Transportation Impact Fee Capital Fund by increasing receipts and appropriations in the Community Facilities Agreement - Oak Grove Road South project (City Project No. 102802) in the amount of $200,000.00 and by decreasing receipts in the REVENUE - Service Area X- Transportation Impact Fees project (City Project No. UN9926) by the same amount; and Amend the FY2021-2025 Capital Improvement Program. DISCUSSION: Oak Grove Road between Joel East Road and Everman Parkway was planned as a Technique 2 maintenance project to improvement the pavement condition index for the road in the 2018 Bond Program. The project would pulverize the existing, two-lane, undivided asphalt road and replace it with a new, two-lane, undivided asphalt road as part of the 2018 CIP Year 2, Contract 16 (City Project No. 101476). The project estimate for Oak Grove Road as a Technique 2 project was $1,200,000.00. Oak Grove Road is classified as a Commercial Connector with two-lanes in each direction, a two-way turn lane, and ten-foot shared paths on each side of the street on the adopted 2016 Master Thoroughfare Plan (MTP) update. Additionally, Oak Grove Road from Joel East to Everman Parkway is identified as project X-18 in the adopted 2018 Traffic Impact Fee Study. http://apps.cfwnet.arg/council�acket/mc review.asp?ID=28497&councildate=l2/15/2020 3/23/2021 M&C Review Page 2 of 3 In 2019, Rob Riner Companies GP, LLC, a developer, approached the Transportation and Public Works (TPW) and Development Services departments for a partnership with the City to construct the full MTP roadway section from Joel East to Enon Road. These improvements will be an extension of the concrete improvements of Oak Grove that have been constructed by the developer from Wichita to Joel East Road. The developer requested the opportunity to utilize the bond funds previously allocated to the maintenance project to fund a portion of the full MTP street cross-section in lieu of the City installing asphalt to increase the available capacity of the road as well as provide a long-term, much needed improvement to the roadway. This revises the scope of the Oak Grove Road project in the 2018 Bond Program from a Technique 2 to a Technique 1 reconstruction project for the same estimate of 1,200,000.00. In addition to constructing the full section of Oak Grove Road from Joel East Road to Enon Road, the City and the developer acknowledge Oak Grove between Enon Road and Everman Parkway will require drainage improvements that require additional cost analysis through preliminary design. The developer has agreed to provide the preliminary design for this portion of the roadway. The City will evaluate the costs based on the preliminary design and explore additional opportunities to fund the section of the road at a later date. The cost of the preliminary design will be paid by the City through the use of Transportation Impact Fees. Through this partnership, the City receives increased capacity with the additional two lanes, an increased pavement index rating, and increased roadway lifespan with concrete, for the cost of the asphalt maintenance project. The purpose of this Mayor and Council Communication (M&C) is to authorize the execution of a Community Facilities Agreement (CFA) with Rob Riner Companies GP, LLC (Developer), for the construction of the full, four-lane, concrete roadway with a two-way turn lane and ten-foot shared paths for Oak Grove Road from Joel East Road to Enon Road and the preliminary design of Oak Grove Road from Enon Road to Everman Parkway. This project is included in the 2018 Bond Program. Available resources within the General Fund will be used to provide interim financing until debt is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance No. 23209-05-2018) and subsequent actions taken by the Mayor and Council. Funding for this project was not included in the FY2021-2025 Capital Improvement Program due to a changing the scope of a 2018 Bond Program project and using Transportation Impact Fees to cover additional City costs associated with a CFA project. The action in this M&C will amend the FY2021- 2025 Capital Improvement Program as approved in connection with Ordinance No. 24446-09-2020. The table below reflects the delineation of construction costs and related fees between the developer and the City. The estimated costs provided were based upon the engineer's estimate included as an exhibit and are consistent with the City Council adopted Unit Price Ordinance. The project will be publicly bid, and a 10\% MBE goal has been established for the construction project. Estimated Prolect Expenditures: Project Component Developer"s City"s Cost Total Cost Cost Paving and Street $3,404,290.00 $814,230.00 $4,218,520.00 Improvements Drainage Improvements $1,070,732.00 $256,143.00 $1,326,875.00 Street Light Improvements $541,723.00 $129,627.00 $671,350.00 Contingency (20\%) $1,243,349.00 $0.00 $1,243,349.00 Bid Payment, Performance & Maintenance Bonds (10\ $746,009.00 $0.00 $746,009.00 %� http://apps.cfwnet.arg/council�acket/mc review.asp?ID=28497&councildate=l2/15/2020 3/23/2021 M&C Review Joel East to Enon Engineering Design (10\% Enon to Everman Preliminary Engineering Design TOTAL $746,009 �o $7,752,112 $0.00�� $746,009.0 �200,000.0011 �200,000.0 $1,400,000.00�� $9,152,112.0 Page 3 of 3 FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Revenue- SA X-Transp Imp Fees and the Street Construction/Recon/Reha projects within the Transportation Impact Fee Cap and the 2018 Bond Program Funds and upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in the Transportation Impact Fee Cap and the 2018 Bond Program Funds for the CFA-Oak Grove Rd Joel E— Enon project to support the approval of the above recommendations and execution of the community facilities agreement. Prior to an expenditure being incurred, the Transportation & Public Works Department has the responsibility of verifying the availability of funds. Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 21 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID � ID Year (Chartfield 2) Submitted for Citv Manaqer's Office bv: D.J. Harrell (8032) Oriqinatinq Department Head: Additional Information Contact: Ty Thompson (2120) Mirian Spencer (8702) ATTACHMENTS 060AK GROVE ROAD JOEL EAST TO ENON 30108 A021(R41.docx 060AK GROVE ROAD JOEL EAST TO ENON 34018 A021(R3)r.docx Oak Grove Road OPCC Joel East to Enon (002).pdf PP-20-037 Revised 7-30-2020.pdf http://apps.cfwnet.arg/council�acket/mc review.asp?ID=28497&councildate=l2/15/2020 3/23/2021