HomeMy WebLinkAboutContract 55820Received Date: Jun 9, 2021
Received Time: 8�43 am
Developer and Project Information Cover Sheet:
Developer Company Name: NP-OV Fort Worth Project 2, LLC
Address, State, Zip Code: 4825 NW 41 �t Street, Suite 500, Riverside, MO, 64150
Phone & Email: 816-888-7380, nathaniel(a�northpointkc.com
Authorized Signatory, Title: Nathaniel Hagedorn, Manager
Project Name: Intermodal Logistics Center
Brief Description: Water , Sewer
Project Location:
Plat Case Number:
Mapsco: 641 T-Z
CFA Number: CFA21-043
West of FM 156 and South of Hwy ll 4
Plat Name:
Council District: 7
City Project Number: 10
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
OFFICIAL RECORD
CITY SECRETARY
FT. VIIORTH, TX
City Secretary Number: 55820
STANDARD COMMUNITY FACILITIES AGREEMENT
WITH CITY PARTICIPATION
This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by
and between The City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and NP-OV Fort Worth Project 2, LLC
("Developer"), acting by and through its duly authorized representative. Ciry 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 Intermodal
Logistics Center ("Project"); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement ("Community Facilities" or "Improvements"); and
WHEREAS, as a condition of approval of the Proj ect, Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land, pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the City desires to participate in this Agreement by reimbursing Developer for
construction costs in an amount not to exceed $92,695.40 to enlarge the scope of the Improvements beyond
what Developer is responsible for constructing in order to oversize the 20 inch casing pipe to a 30 inch
casing pipe ("City Participation"); and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated
into this Agreement by reference, as if it was fully set forth herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
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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:
0 Exhibit A: Water
❑X Exhibit A-1: Sewer
❑ Exhibit B: Paving
❑ Exhibit B-1: Storm Drain
❑ Exhibit C: Street Lights & Signs
The Location Map and Cost Estimates are also attached hereto and incorporated herein by
reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates
conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1—
Changes to Standard Community Facilities Agreement, Attachment 2— Phased CFA Provisions, and
Attachment 3— Concurrent CFA Provisions, are attached hereto and incorporated herein for all
purposes.
4.
Construction of Improvements
Developer agrees to cause the construction of the Improvements contemplated by this Agreement
and that said construction shall be completed in a good and workmanlike manner and in accordance with
all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the
Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements
until the City receives affidavits and lien releases signed by Developer's contractors verifying that the
contractors, and all subcontractors and material suppliers, have been paid in full for constructing the
Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
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Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term").
If construction of the Improvements has started during the Term, the Developer may request that this
Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall
be agreed to in writing by the Ciry 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.
(c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers
are not paid for construction costs or materials supplied for the Improvements the contractors and
suppliers may place a lien upon any property which the City does not have an ownership interest
that is the subject of the Completion Agreement.
(d) Nothing contained herein is intended to limit the Developer's obligations under the CFA
Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's
contractors, or other related agreements.
8.
Termination
If Developer desires to terminate this Agreement before Developer's contractors begin
constructing the Improvements, Developer agrees to the following:
(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any final plats that have been filed with the county where the Project
is located; and
(c) to pay to the City all costs incurred by the City in connection with this Agreement, including
time spent by the City's inspectors at preconstruction meetings.
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Standard Community Facilities Agreement with City Participation
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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
(100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and
performance bonds shall guarantee construction of the Improvements and payment of all
subcontractors and material suppliers. Developer agrees to require Developer's contractors to
provide the Ciry with a maintenance bond naming the Ciry 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 Insurance Code.
(d) Developer will require Developer's contractors to provide the City with insurance equal to or in
excess of the amounts required by the City's standard specifications and contract documents for
developer-awarded infrastructure construction contracts. The City must be named as an additional
insured on all insurance policies. The Developer must provide the City with a Certificate of
Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's
insurance provider, which shall be made a part of the Proj ect Manual.
(e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice
of their intent to commence construction of the Improvements to the City's Construction Services
Division so that City inspection personnel will be available. Developer will require Developer's
contractors to allow construction of the Improvements to be subject to inspection at any and all
times by the City's inspectors. Developer will require Developer's contractors to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives
consent to proceed, and to allow such laboratory tests as may be required by the City.
(� 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
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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 THIS AGREEMENT.
(b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES
HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF
ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT
OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCL UDING DEATH,
OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE
CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE
PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS,
OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO
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 SUCHINJURIES, 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.
(c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM
AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY
NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON
ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY,
INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER
OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN
PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE
ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY
FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR
CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE
WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE
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MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE,
AND INACCORDANCE WITHALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
Upon completion of all work associated with the construction of the Improvements, Developer will
assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its
contractors, along with an assignment of all warranties given by the contractors, whether express or implied.
Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City
the right to enforce such contracts as an express intended third party beneficiary of such contracts.
14.
Estimated Fees Paid by Developer; Reconciliation
Prior to execution of this Agreement, Developer has paid to the City the estimated cost of
administrative material testing service fees, construction inspection service fees, and water testing lab fees
in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the
construction of the Improvements, the City will reconcile the actual cost of administrative material testing
service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid
by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer,
the Developer must pay the difference to the City before the Improvements will be accepted by the City. If
the actual costs of the fees are less than the estimated payments made by the Developer, the City will refund
the difference to the Developer. If the difference between the actual costs and the estimated payments made
by the Developer is less than fifty dollars ($50.00), the City will not issue a refund and the Developer will
not be responsible for paying the difference. The financial guarantee will not be released by the City or
returned to the Developer until reconciliation has been completed by the City and any fees owed to the City
have been paid by the Developer.
15.
Material Testing
The City maintains a list of pre-approved material testing laboratories. The Developer must
contract with material testing laboratories on the City's list. Material testing laboratories will provide copies
of all test results directly to the City and the Developer. If the Improvements being constructed fail a test,
the Developer must correct or replace the Improvements until the Improvements pass a11 retests. The
Developer must pay the material testing laboratories directly for a11 material testing and retesting. The City
will obtainproof from the material testing laboratories that the material testing laboratories have been
paid in full by the Developer before the City will accept the Improvements.
16.
Notices
All notices required or permitted under this Agreement may be given to a party by hand-
delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
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Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
CITY:
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:
NP-OV Fort Worth Project 2, LLC
4825 NW 41 sr Street, Suite 500
Riverside, MO, 64150
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3) years after final payment under the contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further, that City shall have access during normal working hours to all of the contractor's facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
seroants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to
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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 aclrnowledges 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,
seroants, officers, contractors, subcontractors, and volunteers.
The City, through its authorized representatives and employees, shall have the sole and exclusive
right to exercise jurisdiction and control over City employees.
19.
Applicable Law; Venue
This Agreement shall be construed under and in accordance with Texas law. Venue shall be in
the state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
20.
Non-Waiver
The failure of the City to insist upon the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent
of City's right to assert or rely on any such term or right on any future occasion.
21.
Governmental Powers and Immunities.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
22.
Headings
The paragraph headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
23.
Severability
In the event that any clause or provision of this Agreement shall be held to be invalid by any
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court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof.
24.
Review of Counsel
City and Developer, and if they so choose, their attorneys, have had the opportunity to review
and comment on this document; therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
construed solely on the basis of the language contained therein, regardless of who authored such
language.
25.
Prohibition on Boycotting Israel
Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
the City is prohibited from entering into a contract with a company with 10 or more full-time employees
that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for
goods or services unless the contract contains a written verifcation from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Developer's signature provides written verification to the City that
Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement.
26.
Immigration and Nationality Act
Developer shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Developer shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER,
DEVELOPER'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.
27.
Amendment
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
28.
Assignment and Successors
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Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this
Agreement without the prior written consent of City. Any attempted assignment or subcontract without the
City's prior written approval shall be void and constitute a breach of this Agreement.
29.
No Third-Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
30.
Compliance with Laws, Ordinances, Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
31.
Signature Authority
The person signing this Agreement on behalf of Developer warrants that he or she has the legal
authority to execute this Agreement on behalf of the Developer, and that such binding authoriry has been
granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled
to rely on this warranty and representation in entering into this Agreement.
32.
Counterparts
This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but which together will constitute one instrument.
33.
Entire Agreement
This written instrument, together with any attachments, exhibits, and appendices, constitutes the
entire understanding between the City and Developer concerning the work to be performed hereunder, and
any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall
be void.
34.
City Participation; Fiscal Funding Limitation
(a) The City shall reimburse Developer for construction costs in an amount not to exceed $92,695.40
for the City Participation after presentation of proper documentation by Developer to the City that
the Improvements have been constructed and accepted by the City and all contractors and material
suppliers have been paid. The City Participation shall not include any participation by the City for
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material testing laboratory costs, administrative material testing fees, construction inspection fees,
or water lab testing fees.
(b) The City Participation has been calculated as follows:
IPRC20-0152 CPN Unit
Unit of Unit Total Cost
103117 INTERMODAL Measure Quantity price* Price participation
LOGISTICS CENTER Delta
3305.1105 30" Casing By Other Than LF $ 602.07
O en Cut 730 $126.98 $92 695.40
3305.1103 20" Casing By Other Than LF $ 475.09
O en Cut
*CFA Unit Prices
(c) As a condition of the City's approval of the Project, Developer is required to construct a 12 inch
water line with a 20 inch casing pipe. During the review of the Engineering Plans, the City
requested and the Developer agreed to oversize the 12 inch water line to a 16 inch water line
and to oversize the 20 inch casing pipe to a 30 inch casing pipe. Due to Developer's desire to
proceed to construction quickly and not be delayed by Ciry Council approval of City
Participation that exceeds $100,000.00, Developer chooses to construct the 16 inch water line
without requesting that the City reimburse Developer for the difference between the cost of
constructing the 16 inch water line the City requested and the cost of constructing the 12 inch
water line the Developer was required to construct. As outlined in this Agreement, City will
participate in the cost of oversizing the 20 inch casing pipe to a 30 inch casing pipe. BY
EXECUTING THIS AGREEMENT, DEVELOPER AGREES THAT DEVELOPER
SHALL NOT RECEIVE ANY REIMBURSEMENT FROM THE CITY FOR THE COST
TO OVERSIZE THE WATER LINE FROM A 12 INCH WATER LINE TO A 16 INCH
WATER LINE AND DEVELOPER WAIVES ALL CLAIMS AGAINST THE CITY FOR
THE COST OF OVERSIZING THE WATER LINE.
(d) 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 Ciry of any kind whatsoever, except to the portions of annual payments
herein agreed upon for which funds shall have been appropriated.
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35.
Cost Summary Sheet
Project Name: Intermodal Logistics Center
CFA No CFA21-0043 IPRC No. IPRC20-Ol 52
Items
A. Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sewer Construction Total
City Project No.: 103117
Developer's Cost City's Cost Total Cost
$ 2,272,966.00 $ 92,695.40 $ 2,365,661.40
$ 1,096,902.00 $ - $ 1,096,902.00
$ 3,369,868.00 $ 92,695.40 $ 3,462,563.40
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Signals
TPW Construction Cost Total
Total Construction Cost (excluding the fees)
Estimated Construction Fees:
C. Construction Inspection Service Fee
D. Administrative Material Testing Service Fee
E. Water Testing Lab Fee
Total Estimated Construction Fees:
TOTAL PROJECT COST
Financial Guarantee Options, choose one
Bond = 100%
Completion Agreement = 100% / Holds Plat
Cash Escrow Water/Sanitary Sewer= 125%
Cash Escrow Paving/Storm Drain = 125%
Letter of Credit = 125%
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ 3,369,868.00 $ 92,695.40 $ 3,462,563.40
$31,250.00 $31,250.00
$19,698.00 $19,698.00
$1, 500.00 $1, 500.00
$ 52,448.00 $ 92,695.40 $ 52,448.00
$ 3,422,316.00 $92,695.40 $ 3,515,011.40
Choice
Amount Mark one
$ 3.462.563.40 x
Page 13 of 19
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
b� Br�AGcr7r�
DanaBurghdoff( in3,202 922CDT)
Dana Burghdoff
Assistant City Manager
DEVELOPER
NP-OV Fort Worth Project 2, LLC
a Delaware limited liability company
By: NPD Management, LLC
a Missouri limited liability company,
Manager
Date: J u n 8, 2021
Recommended by:
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rr
Evelyn Roberts/Jennifer Ezernack
Project Assistant
Development Services Department
Approved as to Form & Legality.•
���_
Richard A. Mdracken (Jun 8, 20210821 CDT)
Richard A. McCracken
Sr. Assistant City Attorney
M&C No.
Date: J u n 8, 2021
Form 1295:
ATTEST:
��` � G'�
Mary J. Kayser/ Ronald Gonzales
City Secretary / Assistant City Secretary
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
By �
Name: Nathaniel Hagedorn
Title: Manager
Date: J u n 7, 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.
L7Gibl%G� G�GG�� /�ID`GIGG�J'
Janie Scarlett Morales (Jun 7, 202119:49 CDT)
Janie Scarlett Morales
Development Manager
OFFICIAL RECORD
CITY SECRETARY
FT. VIIORTH, TX
The following attachments are incorporated into this Agreement. To the extent a
conflict exists between the main body of this Agreement and the following attachments, the
language in the main body of this Agreement shall be controlling.
Included Attachment
� Attachment 1- Changes to Standard Community Facilities Agreement
❑ Attachment 2— Phased CFA Provisions
� Attachment 3— Concurrent CFA Provisions
X❑ Location Map
� Exhibit A: Water Improvements
� Exhibit A-1: Sewer Improvements
❑ Exhibit B: Paving Improvements
❑ Exhibit B-1: Storm Drain Improvements
❑ Exhibit C: Street Lights and Signs Improvements
� Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth, Texas Page 15 of 19
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
ATTACHMENT "1"
Changes to Standard Community Facilities Agreement
City Project No. 103117
Negotiated changes are included in the body of the Agreement.
City of Fort Worth, Texas Page 16 of 19
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
ATTACHMENT "3"
Concurrent CFA Provision
City Project No. 103117
The improvements being constructed by Developer pursuant to this Agreement will
connect to improvements being constructed by HT HWY 114 Development, LP, under a separate
Community Facilities Agreement, City Secretary Contract No. 54220 (hereinafter the "Separate
CFA"). Developer has requested and the City has agreed to allow Developer to begin the
construction of the improvements contained in this Agreement before the improvements being
constructed under City Secretary Contract No. 54220 are completed and accepted by the City.
Therefore, this Agreement shall be considered a"Concurrent CFA" and the provision contained
in this Attachment shall apply to this Agreement.
The improvements being constructed under the Separate CFA shall be defined as the
"Primary Proj ect." The improvements being constructed by Developer under this Agreement shall
be defined as the "Secondary Project."
Developer acknowledges and agrees that due to Developer's election to construct a
Concurrent CFA, the potential exists for technical, delivery, acceptance or performance problems
(hereinafter "Construction Problems"). Construction Problems may include, but are not limited
to: failure of the improvements to comply with the approved plans or City Specifications; failure
of the improvements in the Primary Project and the Secondary Project to properly connect to each
other; changes to the design or construction of the improvements in the Primary Proj ect that impact
the design and construction of the improvements in the Secondary Project; construction delays,
delay claims, or claims for liquidated damages; increased costs for the Developer or the developer
of the Primary Project; failure of the improvements to pass inspection or material testing; or
rejection by the City of some or all of the improvements and Developer or the developer of the
Primary Project having to remove and reconstruct the improvements at the eXpense of Developer,
developer of the Primary Project, or both. In addition, Developer understands and agrees that
disputes may arise between the contractors or subcontractors for the Primary Project and the
contractors or subcontractors for the Secondary Project relating to responsibility for the
Construction Problems. Developer shall be solely responsible for resolving disputes between
contractors, disputes between contractors and subcontractors and disputes between Developer and
the developer of the Primary Project.
Developer acknowledges and certifies that Developer has entered into a written agreement
with the developer of the Primary Project and said agreement: (1) provides Developer with any
access needed through property owned by the developer of the Primary Proj ect; (2) that Developer
and the developer of the Primary Project shall resolve all disputes regarding the design and
construction of the Primary Project and the Secondary Project; and (3) the developer of the Primary
Project will notify Developer of any all changes to the design or construction of the improvements
in the Primary Project, including any field changes.
Developer further acknowledges and agrees that Developer has notified all of Developer's
contractors for the Project that Developer has elected to construct a Concurrent CFA, the
provisions of this Attachment, the risks associated with a Concurrent CFA, and that the City shall
City of Fort Worth, Texas Page 17 of 19
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
not bear any responsibility for construction of the improvements or Developer's decision to
proceed with a Concurrent CFA.
Developer shall not make the final connection of the improvements in the Secondary
Project to the improvements in the Primary Project until the improvements in the Primary Project
have been constructed and accepted by the City and the City has consented to Developer making
the connection.
Developer agrees that if this Agreement is for improvements relating to the construction,
renovation or modification of one or more single family residential homes or structures, the City
will not record the plat related to the Project until the improvements are constructed and accepted
by the City. Developer agrees that if this Agreement is for improvements relating to the
construction, renovation or modification of one or more commercial buildings or structures, the
Developer shall not receive a Certificate of Occupancy from the City for the building(s) related to
the Project until the improvements in this Agreement are constructed and accepted by the City.
Developer further understands and agrees that completion of the improvements under this
Agreement does not entitle Developer to obtain a final plat of the property until all other
requirements of Federal law, State law, or the City Code relating to the filing and recording of a
final plat have been met by Developer.
BY CHOOSING TO CONSTRUCT A CONCURRENT CFA, DEVELOPER
ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE
FOR ANYAND ALL DAMA GES, INCL UDING BUT NOT LIMITED TO, ANYAND ALL
ECONOMICDAMAGES, PROPERTYLOSS, PROPERTYDAMAGESANDPERSONAL
INJURY (INCL UDING DEA TH), OF ANYKIND OR CHARACTER, WHETHER REAL
OR ASSERTED. DEVELOPER HEREBYEXPRESSL YRELEASESAND DISCHARGES
CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT
LIMITED TO, ANY AND ALL ECONOMIC DAMAGES, PROPERTY L05S,
PROPERTY DAMAGE AND PERSONAL INJURY (INCL UDING DEA TH) ARISING
OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE
CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO
CONSTRUCT A CONCURRENT CFA. DEVELOPER, AT ITS SOLE COST AND
EXPENSE, AGREES TOANDDOESHEREBYINDEMNIFY, DEFEND, PROTECT, AND
HOLD HARMLESS' CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS,
EMPLOYEES, AND SERVANTS FOR, FROMAND AGAINST ANYAND ALL CLAIMS
(WHETHER AT LA W OR INEQUITY), LIABILITIES, DAMAGES (INCLUDING ANY
AND ALL ECONOMIC DAMAGES, PROPERTY LOSS, PROPERTY DAMAGES AND
PERSONAL INJURIES INCL UDING DEATH), LOSSES, LIENS, CA I�SES OFACTION,
SUITS, JUDGMENTSAND EXPENSES (INCL UDING, BUTNOT LIMITED TO, COURT
COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NA TURE,
KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WA Y
RELEATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S
CHOICE TO CONSTRUCT A CONCURRENT CFfI, OR (2) BY REASON OF ANY
OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR
ALLEGED TO BE OCCASIONED IN WHOLE OR INPART BY THE CONSTRUCTION
OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A
City of Fort Worth, Texas Page 18 of 19
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
CONCURRENT CFA, WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGES
ARE CA USED, IN WHOLE OR INPART, BY THE ALLEGED NEGLIGENCE OF THE
CITY OFFORT WORTH, ITS OFFICERS, SER UANTS, OR EMPLOYEES.
By signing below, Developer certifies that all statements contained in this Attachment "3"
Concurrent CFA Provision are true and correct.
DEVELOPER:
�
NameiVathaniel Hagedorn
Tltle: Manager of Northpoint Development, LLC
City of Fort Worth, Texas Page 19 of 19
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
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DAP - BID PROPOSAL
Pagel ot 3
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Intermodal Logiscics Center. CPS�IG3117
UNIT PRICE BID Bidder's Application
Projcct Item Infomiation Biddar's Vroposal
Bidlist Icem Descrip�ion Specificanon Section \o. Gnit of �leasure Bid Quantin� Unit Price Bid Valuc
\o
UNIT I: WATER IMPROVEMENTS
I 0241.1106 16" Pressure Plu� 02 41 I-� EA I $954.00 $9�4.00
2 0241.1118 4"-12" Pressure Plu 02 41 14 EA 10 56�4.00 $6,�40.00
3 330�.0110 Utili Markers 33 0� 26 LS 1 �628.00 $628.00
4 330�.0109 Trench Safe 33 0� 10 LF 16,9� 1 51.00 $16,9� 1.00
� 330�.1 103 20" Casina By Other Than O en Cut 33 0� 22 LF 1�4 $�48.00 �84,392.00
6 330�. I 10� 30" Casin� B Other Than O en Cut 33 0� 22 LF TO $620.00 $4�2.600.00
7 3311.0001 Ductile Iron Water Fittines w/ Restraint 33 11 11 TON 7.2 $14,797.00 $106_�38.�10
8 3311.0261 8" PVC W'ater Pi e 33 11 12 LF 20 $41.00 �820.00
9 33ll.0451 12" DIP Water 33 11 10 LF 154 $70.00 $10.780.00
10 3311.0461 12" PVC Water Pi e 33 1 I 12 LF 2,648 �>8.00 �1�3,�84.00
11 3311.05�7 ]6" DIP Warer, CLSM Backfill 33 11 10 LF 168 $222.00 $37,296.00
1? 3311.0��1 16" DIP Water 33 11 10 LF 769 $1li.00 $86.89Z00
13 3311.0�61 16" PVC C90� Water Pi e 32 11 12 LF 13,1 �2 $72.00 �946.944.00
14 3311.0�67 16" PVC C90� Water Pi e, CLSM Backfill 32 11 12 LF 40 $194.00 �7,760.00
1 � 3312.0001 Fire Hydrant 33 12 40 EA 2 $4,484.00 �8,968.00
16 3312.0002 Water Sam lin� Station 33 12 �0 EA 28 $6�3.00 �18?84.00
17 3313.0106 Connection to Eaistin� 16" Water Main 33 12 2� EA 1 $�,189.00 $�,189.00
18 3312.1002 2° Combination Air Valve Assembl � for Water 31 12 30 EA 7 $4,776.00 $33,432.00
19 33122?03 2" Water Service 33 12 10 EA 10 $2,266.00 �22,660.00
20 33122802 4" Water Meter and Vault 33 12 11 EA 6 $1 1,763.00 $70.�78.00
21 3312.3002 6" Gate Valve 33 12 20 EA 6 $1.170.00 $7,020.00
22 33123003 8" Gate Valve 33 12 20 EA I $1,496.00 $1,496.00
23 3312.3005 12" Gate Valve 33 12 20 EA 11 $2,67�.00 $29,425.00
24 3312.3006 16" Gare Valve w/ Vault 33 13 20 EA ]0 $14,»4.00 $14�_�40.00
2� 3312.4211 24" a 12" Ta in Sleeve & Valve 33 12 25 EA 1 $7,22�.00 $7,22>.00
26 3312.600? 6" Blow OfY Valve 33 12 60 EA 4 $13,839.00 $>j,3�6.00
27 9999.0001 Remove & Re lace Existin Gravel Drive 00 00 00 SY 1,833 $3.00 $�,499.00
28 9999.0002 Automatic Flusher 00 00 00 EA 2 ��,770.00 $1 1,�40.00
29 3292.0200 Seeding, Broadcast (Giant Bermuda) 32 92 li SY 30,76� �1.00 $30,76�.00
TOTAL UNIT I: WATER IMPROVEMENTS S2,36J,661.40
Clil' OF PORT \1'ORTH
Si'AVDARD COV STRUCTIO\ $PECIFlCATIOK DOCUMENT$ - DEVELOPER AW'ARDED PROJECT$
Fom� Vcrsion Mac 22. 201) - 00 J2 13_Bid Proposal_DAP_Rcv_OS-22-19
00 42 43
DAP - BID PROPOSAL
Page'_ of +
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Intemiodal Lo3istics Center. CPSd 1031 I7
UNIT PRICE BID Bidder's Application
ProjccU[em Infortnazion Biddcr'a Propos�l
Bidlist Itcm Dcscri uon $ ecificadon $cction So. l;nit of INeazure B�d -
��o P p - Quannn� Gnit Pricc Bid Valuc
UNIT II: SANITARY SEWER IMPROVEMENTS
1 0241 0�00 Remove Fence 02 41 13 LF 40 $12.00 $480.00
2 0330.0001 Concrere F;ncase Sewer Pi e 03 30 00 LF 60 $]0�.00 $6.300.00
3 312�.0101 SWPPP > I acre ;l 2500 LS 1 �50,0�0.00 $50.0�0.00
4 3137.0102 Lar e Stone Ri ra , d 31 37 00 SY 252 $1? 1.00 �30,492.00
� 3231.0211 Barbed Wire Fence, Metal Posts 32 31 26 LF 40 $28-00 $1,120.00
6 3301.000? Post-CCTV Ins ection 33 Ol 31 LF 8,790 $1.00 $8J90.00
7 3 i01.0101 Manhole Vacuum Testin 33 Ol 30 EA 31 $1 10.00 $3,410.00
8 330�.0109 Trench SaYety 33 0� 10 LF 8,790 $I.00 $8,790.00
9 330�.01 li Trench W'ater Sto s 33 0� 15 EA 3 $1,88� 00 ��,6��.00
10 3305.1102 16" Casine By Other Than O en Cut 33 0� 22 LF �2 ��27.00 $27.404.00
1 1 330�.1 103 20" Casin� By Other Than O en Cut 33 0� 22 LF 6� ��48.00 $3�,620.00
12 3331.4101 4" Sewer Pi e 33 1 I 10, 33 31 20 LF 310 $39.00 $12,090.00
li 3331.411 � 8" Sewer Pi e 33 11 10, 33 31 12, 22 LF 1,278 $66.00 $84,348.00
14 3331.41 16 8" Sewer Pi e, CSS Backfill 33 1 1 10, 33 31 13, 22 LF 42 $162.00 �6.804.00
1� 3331.4208 12" Sewer Pi e 33 11 10, 33 31 12, 22 LF 5,998 $63.00 $377,874.00
16 3331.4209 12" Sewer Pi e, CSS BackYill 33 11 10, 33 31 12, 22 LF 68 5184.00 $12,�1?.00
17 >;39.0001 E oxv Manhole Liner 33 ;9 60 VF 2�2 $402.00 $101,304.00
18 3339.1001 4' Manhole 33 39 10, 33 39 20 EA 31 $3,303.00 $103,393.00
19 3339.1003 4' Eatra De th Manhole 33 39 10, 33 39 20 VF 2.i2 $213.00 $49,a16.00
20 3292.0200 Seedin�_ Broadcast (Giant Bermuda) 32 92 13 SY 37,33� $1.00 $37,33�.00
21 9999.0003 Connect 1?" Sewer to Existin� 5' Manhole 33 1 1 10 EA 2 $3,770.00 $7,�40.00
?2 9999.0004 HydraulicSlide 3311 10 EA 2 $3,�76.00 $7,1�2.00
23 9999.000� 8" Sewer Pi e, Dee Trench Backtill 33 ] 1 10 LF 462 $77.00 $3�,�74.00
24 9999.0006 8" Sewer Pi e, CSS BackYill, Dee Trench Backfill 33 11 10 LF 40 $177.00 $7.080.00
2� 9999.0007 b" DIP Se��er Pi e, Dee Trench Backfill 33 11 10 LF 316 $107.00 $33,812.00
26 9999.0008 12" Se�aer Pi e. Dee Trench Backtill 33 1 1 10 LF 17 $98.00 $1,666.00
27 3331.4212 12" DIP Sewer Pi e 33 11 10 LF 2�9 �136.00 $3�224.00
28 9999.0009 Remove & Replace Large Stone Riprap, dry 00 00 00 SY �9 S1 li.00 $6,667.00
TOTAL UNIT II: SANITARY SEWER IMPROVEMENTS S1,096,902.00
CITY' OF FORT \1'ORTH
STA\DARD CO\STRCCTIO\ $PECIFICATIO\ DOCUMEVT$- DEVELOPER A\4�ARDED PROJECT$
Fomi Vcrsion Afnc 2'_. 2U19 00 J2 43_Bid Proposal_DAP_Rcc_OS-22-19
00 42 43
DAP - 6ID PROPOSAL
Page3 of'3
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
In[emiodal Logistics Ccn[cr, CPS=103117
UNIT PRICE BID
Bidlis[ Itcm
10.
Dcscrip[ion
This Bid is submitted bv the entiri named beloH�:
BIDUER:
�1'right Construction Company, Inc.
601 �Y. Wall Sireet
Crapcvine, TX 76051
Bidder's Application
Projec[ I[em Infortna[ion Bidd.r's Proposal
Spzcif cation Section No. Gni[ of Meazurt Bid Qua�nin� Unit Price B�d Vahm
Bid Summary
UNIT I: WATER IMPROVEMENTS _,� j,
IT II: SANITARY SEWER IMPROVEMENTS �� 1.096 —90
To�alCons[ructionBi � .1 S3_462_56.
Conaacror agrees to complete �t'ORK for FI.\AL ACCEPTASCk: within
CO.\TR:�CT commences to run as provided in the General Conditions.
END OF SECTIOA
CIT1' OF FORT�4�ORTH
STA\DARD C0.\STRCCTION SPECIFICATIOV DOCUME\TS - DEVELOPER AW'ARDED PROJECTS
Fortn Vcrsion ltnv >_2. 20I9
BY: Kyle V1a �/
:i
TITLE: pr�� nt -`
o.are: 5/7/2021
700 worAin� da}�s a(ter thc date when the
00 �12 a3_Bid Proposnl_DAP_Rcc_Oi-22-19