HomeMy WebLinkAboutContract 56953 Received Date:
Jan 11, 2022
Received Time: 9:29 am
Developer and Project Information Cover Sheet:
Developer Company Name: LPC Bluestone, LP
Address, State,Zip Code: 1 N.Wacker Dr., Suite 1925 Chicago, IL 60606
Phone &Email: (817)692-2596,jmartellklo ig sticspropco.com
Authorized Signatory, Title: James G. Martell, President
Project Name: LPC Bluestone
Brief Description: Water, Sewer
Project Location: North of SH114 and West of Ben-Bert Road
Plat Case Number: Not Provided Plat Name: Not Provided
Mapsco: Not Provided Council District: 2
CFA Number: CFA21-0138 City Project Number: 103519 IPRC21-0094
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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City Secretary Number: 56953
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 LPC Bluestone, LP, a Delaware
limited partnership ("Developer"), acting by and through its duly authorized representative. City and
Developer are referred to herein individually as a"parry"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 LPC
Bluestone ("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
shown on Exhibit A and Exhibit A-1 hereto and as described in this Agreement ("Community Facilities"
or"Improvements"); and
WHEREAS,as a condition of approval of the Project,Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land,pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the City participation in this Agreement shall be in an amount not to exceed
$686,620.85 to enlarge the scope of the Improvements beyond what Developer is responsible for
constructing to oversize a 12-inch water main to a 24-inch water main and to oversize an eight-inch sewer
main to 15-inch sewer main as authorized by City Council through approval of M&C 21-0917 on November
30,2021 ("City Participation");and
WHEREAS, the City Participation includes reimbursement to Developer in an amount not to
exceed $640,848.09 for construction costs, $15,200.00 for engineering costs, and $12,816.96 for material
testing. The remaining City Participation in the amount of $17,755.80 will cover the City's portion of
construction inspection service fees,administrative material testing service fees,and water testing lab fees,
which will not be paid to Developer; and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
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NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance("CFA Ordinance"),as amended,is incorporated
into this Agreement by reference, as if it was fully set forth herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists 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:
❑X 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
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Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two(2)years of the Effective Date(as extended
pursuant to any Extension Periods,the "Term"). If construction of the Improvements has started during
the Term, the Developer may request that this Agreement be extended for an additional period of time
("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as
set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement including
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(including 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 (including 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(including 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
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If Developer desires to terminate this Agreement before Developer's contractors begin
constructing the Improvements, Developer agrees to the following:
(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any final plats that have been filed with the county where the Project
is located; and
(c) to pay to the City all costs incurred by the City in connection with this Agreement, including
time spent by the City's inspectors at preconstruction meetings.
9.
Award of Construction Contracts
(a) Developer will award all contracts for the construction of the Improvements and cause the
Improvements to be constructed in accordance with the CFA Ordinance.
(b) Developer will employ construction contractors who meet the requirements of the City to construct
the Improvements including,but not limited,to being prequalified,insured,licensed and bonded to
construct the Improvements in the City.
(c) Developer will require Developer's contractors to provide the City with payment and performance
bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent
(100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and
performance bonds shall guarantee construction of the Improvements and payment of all
subcontractors and material suppliers. Developer agrees to require Developer's contractors to
provide the City with a maintenance bond naming the City as an 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 Project Manual.
(e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice
of their intent to commence construction of the Improvements to the City's Construction Services
Division so that City inspection personnel will be available. Developer will require Developer's
contractors to allow construction of the Improvements to be subject to inspection at any and all
times by the City's inspectors. Developer will require Developer's contractors to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives
consent to proceed, and to allow such laboratory tests as may be required by the City.
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(f) Developer will not allow Developer's contractors to begin construction of the Improvements until
a notice to proceed to construction is issued by the City.
(g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and
water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and
service lines have been completed to the satisfaction of the City.
(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 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 FROMALL SUITS,ACTIONS OR CLAIMS OF
ANY CHARACTER, WHETHER REAL OR ASSERTED,BROUGHT FOR OR ONACCOUNT
OF AN Y INJURIES 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 CONSEQ UENCE OF ANY FAIL URE TO
PROPERLY SAFEGUARD THE WORK, OR ONACCO UNT OF ANY ACT,INTENTIONAL
OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS
CONTRACTORS, SUB-CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES,
WHETHER OR NOT SUCH INJURIES,DEATH OR DAMAGES ARE CAUSED,IN WHOLE
OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS,SERVANTS, OR EMPLOYEES.
(c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM
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AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY
NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON
ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY,
INCLUDING DEATH,RESULTING FROM, OR INANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER
OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN
PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE
ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY
FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR
CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE
WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE
MANNER, FREE FROM DEFECTS,IN CONFORMANCE WITH THE CFA ORDINANCE,
AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
Upon completion of all work associated with the construction of the Improvements,Developer will
assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its
contractors,along with an assignment of all warranties given by the contractors,whether express or implied.
Further,Developer agrees that all contracts with any contractor shall include provisions granting to the City
the right to enforce such contracts as an express intended third party beneficiary of such contracts.
14.
Estimated Fees Paid by Developer; Reconciliation
Prior to execution of this Agreement,Developer has paid to the City the Developer's portion of 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 Developer's portion 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 Developer's portion 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 of Developer's portion of the fees 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
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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 parry by hand-
delivery or by mail, addressed to such parry at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY: DEVELOPER:
Development Coordination Office LPC Bluestone, LP
City of Fort Worth c/o Logistics Property Company, LLC
200 Texas Street 1 N.Wacker, Suite 1925
Fort Worth, Texas 76102 Chicago, IL 60606
Attn: James G. Martell
With copies to: With copies to:
City Attorney's Office LPC Bluestone, LP
City of Fort Worth c/o Logistics Property Company, LLC
200 Texas Street 1 N.Wacker, Suite 1925
Fort Worth, Texas 76102 Chicago, IL 60606
Attn: Erica Lauer
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
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transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3)years after final payment under the contract,have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further,that City shall have access during normal working hours to all of the contractor's facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants,officers,contractors, subcontractors,and volunteers shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Developer shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its employees, representatives, agents, servants, officers,
contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat
superior shall not apply as between the City and its officers, representatives, agents, servants and
employees, and Developer and its employees, representatives, agents, servants, officers, contractors,
subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Developer. It is further understood that the
City shall in no way be considered a co-employer or a joint employer of Developer or any employees,
representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer.
Neither Developer,nor any officers, agents, servants, employees or subcontractors of Developer shall be
entitled to any employment benefits from the City. Developer shall be responsible and liable for any and
all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents,
servants, officers, contractors, subcontractors,and volunteers.
The City, through its authorized representatives and employees, shall have the sole and exclusive
right to exercise jurisdiction and control over City employees.
19.
Applicable Law; Venue
This Agreement shall be construed under and in accordance with Texas law. Venue shall be in
the state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
20.
Non-Waiver
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The failure of the City to insist upon the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent
of City's right to assert or rely on any such term or right on any future occasion.
21.
Governmental Powers and Immunities.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
22.
Headings
The paragraph headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
23.
Severability
In the event that any clause or provision of this Agreement shall be held to be invalid by any
court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof.
24.
Review of Counsel
City and Developer, and if they so choose, their attorneys, have had the opportunity to review
and comment on this document;therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
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 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company with 10 or more full-time employees
that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City for
goods or services unless the contract contains a written verification from the company that it: (1) does not
boycott Israel;and(2)will not boycott Israel during the term of the contract. The term"boycott Israel"has
the meaning ascribed to it by Section 808.001 of the Texas Government Code. The term "company"has
the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that Chapter
2270 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer
certifies that Developer's signature provides written verification to the City that Developer: (1) does not
boycott Israel; and (2)will not boycott Israel during the term of this Agreement.
26.
Prohibition on Boycotting Energy Companies
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Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code,as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company" and "company"
have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 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 energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
27.
Prohibition on Discrimination Against Firearm and Ammunition Industries
Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering
into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To
the extent that Chapter 2274 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 have a practice,policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
28.
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 1-9 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.
29.
Amendment
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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.
30.
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.
31.
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.
32.
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.
33.
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.
34.
Counterparts
This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but which together will constitute one instrument.
35.
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.
36.
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City Participation; Fiscal Funding Limitation
(a) The City shall reimburse Developer for the City Participation in an amount not to exceed
$640,848.09 for construction costs, $15,200.00 for engineering cost, and $12,816.96 for material
testing. The remaining City Participation in the amount of $17,755.80 shall not be paid to
Developer by the City,but will be used by the City to pay the City's share of construction inspection
service fees, administrative material testing service fees, and water testing lab fees. The City
Participation will be paid to Developer within forty-five (45) days after:presentation of an invoice
to the City and delivery of proper documentation by Developer to the City that the Improvements
have been constructed and accepted by the City by way of an executed Greensheet and all
contractors and material suppliers have been paid. Developer must register as a vendor of the City
in order for the City Participation to be paid to Developer.
(b) The City Council of the City of Fort Worth has appropriated$686,620.85 for the City Participation
in this Agreement. Any additional City Participation in this Agreement is subject to review and
approval by the City Council and appropriation of additional funds.Notwithstanding any statement
to the contrary herein,the City's obligation to pay the City Participation to Developer shall survive
the expiration of the Term (including any Extension Period(s))until the City Participation due and
owing to Developer is paid.
(c) Substantial completion of the Improvements shall occur after Developer's Contractor notifies the
City that the Improvements are constructed and ready for their intended use, the City and
Developer's Contractor inspect the Improvements,and the City concurs that the Improvements are
substantially complete, which concurrence shall not be unreasonably withheld, conditioned or
delayed. This Agreement does not provide for any retainage to be withheld from the City
Participation.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
City of Fort Worth,Texas Page 13 of 17
Standard Community Facilities Agreement with City Participation
Rev.4/2/20
37.
Cost Summary Sheet
Project Name: LPC Bluestone
CFA No.: CFA21-0138 IPRC No. IPRC21-0094 City Project No.: 103519
Items Developer's Cost City's Cost Total Cost
A. Water and Sewer Construction
1. Water Construction $ 298,030.91 $ 486,178.09 $ 784,209.00
2.Sewer Construction $ 359,423.00 $ 154,670.00 $ 514,093.00
Water and Sewer Construction Total $ 657,453.91 $ 640,848.09 $ 1,298,302.00
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): $ 657,453.91 $ 640,848.09 $ 1,298,302.00
Estimated Construction Fees:
C. Construction Inspection Service Fee $8,389.50 $15,110.50 $23,500.00
D. Administrative Material Testing Service Fee $139.23 $250.77 $390.00
E. Water Testing Lab Fee $1,329.47 $2,394.53 $3,724.00
F. Material Testing Cost $12,816.96 $12,816.96
G. Design $0.00 $15,200.00 $15,200.00
Total Estimated Construction Fees: $ 9,858.20 $45,772.76 $55,630.96
TOTAL PROJECT COST $ 667,312.11 $ 686,620.85 $ 1,353,932.96
Choice
Financial Guarantee Options,choose one Amount Mark one
Bond =100% $ 657,453.91
Completion Agreement=100%/Holds Plat $ 657,453.91
Cash Escrow Water/Sanitary Sewer=125% $ 821,817.39
Cash Escrow Paving/Storm Drain= 125% $ -
Letter of Credit= 125% $ 821,817.39
City of Fort Worth,Texas Page 14 of 17
Standard Community Facilities Agreement with City Participation
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 DEVELOPER
LPC BLUESTONE,LP,
Dana Burghdoff(Jan5,202 :18 CST) a Delaware limited partnership
Dana Burghdoff
Assistant City Manager By: LPC Bluestone GP, LLC,
Jan 5, 2022 a Delaware limited liability company,
Date: its general partner
Recommended by: By:james artell(Jan 5,202216:33 EST)
James G. Martell, President
Jennifer Ezernack(Jan 5,202215:53 CST)
Evelyn Roberts/Jennifer Ezernack
Contract Compliance Specialist
Development Services Department
Approved as to Form&Legality:
0 —
Richard A.McCracken(Jan 5,202216:16 CST)
Richard A. McCracken
Sr. Assistant City Attorney
Contract Compliance Manager:
M&C No. 21-0917 By signing, I acknowledge that I am the person
Date: 11/30/21 responsible for the monitoring and
Form 1295: 2021-816211 administration of this contract, including
�4ann� ensuring all performance and reporting
o� requirements.
ATTEST: ��o°°O°000°O°`yOa��
0 °
a�o °o'p d TG�hie SGG1�lBft Mai'Glles
7��. C1GLGl/ �O °� Janie Scarlett Morales(Jan 5,202216:11 CST)
O
Jannette S.Goodall(Jan 10,202216:53 CST) tom, 00 � 0
p O d Janie Scarlett Morales
Jannette Goodall *o o.*'d
City Secretary °°°O °°° a Development Manager
0000
�nEX ASaA"
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City of Fort Worth,Texas Page 15 of 17
Standard Community Facilities Agreement with City Participation
Rev.4/2/20
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
❑X Attachment 1 - Changes to Standard Community Facilities Agreement
❑ Attachment 2—Phased CFA Provisions
❑ Attachment 3 — Concurrent CFA Provisions
❑X Location Map
❑X Exhibit A: Water Improvements
❑X Exhibit A-1: Sewer Improvements
❑ Exhibit B: Paving Improvements
❑ Exhibit B-1: Storm Drain Improvements
❑ Exhibit C: Street Lights and Signs Improvements
❑X Cost Estimates
❑X Approved M&C
(Remainder of Page Intentionally Left Blank)
City of Fort Worth,Texas Page 16 of 17
Standard Community Facilities Agreement with City Participation
Rev.4/2/20
ATTACHMENT"I"
Changes to Standard Community Facilities Agreement
City Project No. 103519
Changes negotiated within the body of this contract.
City of Fort Worth,Texas Page 17 of 17
Standard Community Facilities Agreement with City Participation
Rev.4/2/20
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SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
TBA
UNIT PRICE BID
Pmjecr Item Ivlamneov Nerth Tease C.-,iag
Bid4v a- D-riptivv SpceJ edvv Satmv No. Uvk of Bid Uvil Pdve Bid Value
No. Measwe Queraity
UN IT I: TER IMPROVEMENTS
1 0241.1118 4'-12"Pressure Plu 024114 EA 2 $ 400.00 $ 8o0.00
2 3137.0105 Medium Slone Ri routed 31 3700 SY 118 5 120.00 $ 14,160.00
3 3292.0401 H dromulch 329213 SY 4770 $ 1.00 $ 4.770.00
4 3311.0001 Ductile Iron Water Fillingsw/Restraint 331111 TON 1 $ 12,OOD.00 $ 12 ODO.OD
5 3305.0109 Trench Safet 330510 LF 2155 5.00 S 10.775.00
6 3305.011D Utiii Maher Pale 330528 LS 2 100.00 $ 200.00
7 3305.0116 Concrete Encasement for Ulili Pipes 33 OS 10 GV 611 214.00 7,284.00
8 3311.0641 24"PVC Water Pipe 3311 10,33 11 12.3311 13,33 LF 2045$ 210.00 $ 429.450.00
11 14
9 3311.0657 24"DIP Water CLSM Backfill 3311 10 LF 78 500.00 39-oo0.0o
10 3311.0461 12"PVC Water P' 3311 22 LF So $ loo.00 I 8.000.00
11 3312.OtOB Connectlo Enlin 2C Water Main 331225 EA 1 $ 6000.00 6.000.00
12 3312.16024 Combination Air Valve Assembl for Water _331230 EA t f 25 000.00 5 25.000.00
13 3305.1007 42"Casino B n Gut 33 06 22 LF 68 3 70D.00 $ 47,600.00
14 3312.22012"Water SerWrz,Meter Rewnnection 331210 EA 2$ 3,085.00 $ 6.170.00
15 3312.2204 2"Private Water Service 33 31 50 LF 30 $ 100.00 $ 3 OD0.00
16 3312.3005 12"Gale Valve 33 12 20 EA IS 4000.00 12 000.00
17 3312.3008 24'Gale Valve w/Vaull 33 12 20 EA 3 $ 38 000.00 i 114.00.00
18 3312.6003 B'Blow off Valve 331260 EA 2 5 19,D00.00 $ 38.000.00
19 19999.OGOI Fire Hydrant Assembl y w/Auto Flushing OeAce 199o9ol EA 1 S 12.000.00 $ 12000.00
TOTAL UNIT I:WATERI f784,209.00
1 0241.210615"Sewer Abandonment Rue 024114 EA i s 500.00 f 500.00
2 3137.0105 Medium Slone Ri ra routed 313700 SY 54 $ 120.00 $ 8480.00
3 3292.0401 H romulch 329213 SY 5324 $ 1.00 $ 5.324.00
4 3301.0002 Pos1LCTV In lion 330131 LF 1034 5 1DO $ 1,034.00
5 3301.0101 Manhole Vawum TesOn 3301 30 EA 4 $ 200.00 $ B00.o0
6 3304.0112 Concrete Cellar 330517 EA 4 $ 500.00 $ 2000.00
7 3306.0109 Trench safe 33 OS 10 LF 1034 $ 10.00 $ 10 340.00
8 3305.0110 UOlit Marker Pale 530526 LS 1 100.00 $ 100.00
9 3305.01/3 Trench Water stops330515 EA 1 600.00 $ 6D0.0D
10 3305.1104 24"Casin S Other Than nCut 330522 LF 251 $ 725.D0 f 181.975.00
11 9331.4215 15"Sewer Pie 3311 10,3331 12,3331 20 LF 537 S 150-00 $ 80 550.00
12 3331.5753 15"Sewer Pine,CLSM Backfill 3311 10.3331 12 33 31 20 LF 30 $ 200.00 $ 6.000.00
13 3339.0001 Manhole Liner 333960 VF 71116 400.00 f 28.400.00
14 3339.1701 5'Manhole 333910 33392 EA 1 $ 12,00D00 S 12,000.00
15 3331.3401 Ductile Iron Sewer Fitlin s 3311 11 TON 1 $ 7,000.00 $ 1 000.00
16 9999.0002 5'Manhole w/Boll Down Lid 99 99 02 EA 3 13-oo.00 39.000.00
17 9999.0004 15"Ductile Iron Pi 999904 LF 437 i 270.00 $ 117.990.00
18 9999.0006 15"Ductile Iron Pi ,CLSM Backfill 99 99 O6 33 OS 10 LF 30 400.00 $ 12,000.00
19 9999.0007 Connect to Erdslin Manhole 999907 EA 1 5 8.000.00 $ 8.000.00
1 V $514 093.00
FILEY P E
1 0241.2103 B'Sewer Abandonment Plu 024114 EA 1 200.00 $ 200.00
2 3305.1002 16"CaaIn B- n Cut 33 05 22 LF 251 S 400.00 S 100.400.00
3 3331.4115 8"Sewer Pipe 3311 111 33 31 12,33 31 20 LF 537 100.00 S 53 700.00
4 3331.5747 8"Sewer Pipe,CLSM Backfill 33 11 10,33 31 12.33 31 20 LF 30 S 175.00 $ 5,250.00
5 3339.0001 E . Manhole Liner far 8"WW 333960 VF 36$ 400.00 $ 14AD0.00
6 9999.0003 B"Duc8le lmn Pie 999903 LF 437 $ 150.00 f 65,550.00
7 9999.0005 B"Duc8le Iron P' CLSM Backfill 999905330510 LF 30 $ 225.00 f 6.750.00
246 250.00
TOTAL NIT III: EN
N
R
v
T T L NITV• TR
Vi:TR FF7 I NAL IMPfl E EN
Of AL U NIT W TRAFFIC SIaNAL 1 P
BW S-"
UNIT I:WATER IMPROVEMENTS
UNIT II:SANITARY SEWER IMPROVEMENTS
UNIT III:DRAINAGE IMPROVEMENTS _
UNIT IV:PAVING IMPROVEMENTS
UNIT V:STREET LIGHTING IMPROVEMENTS
IG S
UNIT VI:TRAFFIC SIGNAL IMPROVEMENT
... ____........ ......... ........,... ... .............. ........ .._.._.... ................ .........
ALTERNATE DEDUCT
Tom canrawruen Bid $1,298302.00
$1,052,052.00
TLU Bid U aubndrted by the entity named below:
BD)DER: BY:22ij
V nrth'le�u+<',nern,tin;;
arty Knp<r 11-l"Rd.
Ke11n,7elds 1tiZ14 TITLE:ILL I'-i1-
DATE:11/08/2021
CO-r agree to..Id,W WORK for FINALACCEPTANCE wIWv 16 W.Hft Days
CONTRACT rammcrcer to rav as pmNded W Ibe General CnMid-
END OF SECTION
IT
wura 0 SPECnI BrwDec-a--0avatnraaA au PaaraCTS aad2dl
emav<�,<a N.yuyaw eu e,�d nut
12/6/21, 1:24 PM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRTWORTII
'14�
DATE: 11/30/2021 REFERENCE **M&C 21- LOG NAME: 60BLUESTONE WATER AND
NO.: 0917 SEWER
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 7) Authorize Execution of a Community Facilities Agreement with LPC Bluestone, LP
with City Participation in an Amount Not to Exceed $686,620.85 for Oversizing to a 24-Inch
Water Main and 15-Inch Sewer Main in the Vicinity West of Interstate Highway 35W and
North of State Highway 114 to Serve LPC Bluestone Development and Anticipated Future
Growth in North Fort Worth and Adopt Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a community facilities agreement with LPC Bluestone, LP with City
participation in an amount not to exceed $686,620.85 for oversizing a 12-inch water main to
a 24-inch water main and an eight-inch sewer main to 15-inch sewer main in the vicinity
west of Interstate Highway 35W and north of Highway 114 to serve Bluestone development
and anticipated future growth in north Fort Worth; and
2. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations
in the Water and Sewer Bond 2016 Fund, in the amount of $1,211,467.00 by
increasing estimated receipts and appropriations in the Community Facilities Agreement
Bucket programmable project (City Project No.P00001), and decreasing estimated receipts
and appropriations in the Unspecified project (City Project No. UNSPEC).
DISCUSSION:
LPC Bluestone, LP (Developer) is constructing LPC Bluestone (Development) west of Interstate
Highway 35W and north of State Highway 114. The Water Department would like to cost participate to
oversize an eight-inch water main to a 24-inch water main and an eight-inch sewer main to 15-inch
sewer main. The Bluestone project is assigned City Project No. 103519 and Accela System
Record I PRC21-0094.
This water and sewer project will be publicly bid. The City of Fort Worth's (City) cost participation in the
construction and oversizing of the water mains are estimated to be in an amount not to exceed
$686,620.85 as shown in the table below. Payments to the Developer are estimated to be
$640,848.09 for construction costs, $15,200.00 for design service fees and $12,816.96 for material
testing. The remaining City participation in the estimated amount of$17,755.80 will cover the City's
portion of inspection fees, administrative material testing fees, and water lab testing fees.
A. Construction Developer City Cost Total Cost
Cost
1. 24" Water $298,030.91 $486,178.09 $784,209.00
2. 15" Sewer $359,423.00 $154,670.00 $514,093.00
Contingency 25\% $0.00 $524,845.59 $524,845.59
Construction Fees
A. Construction Inspection Fee $8,389.50 $15,110.50 $23,500.00
B. Admin Material Testing Fee $1,329.47 $2,394.53 $3,724.00
C. Water Testing Lab Fee $139.23 $250.77 $390.00
apps.cfwnet.org/council_packet/mc_review.asp?ID=29465&councildate=11/30/2021 1/3
12/6/21, 1:24 PM M&C Review
D. Material Testing Cost $0.00 $12,816.96 $12,816.96
3. Design $0.00 $15,200.00 $15,200.00
Total Project Cost $667,312.11 $1,211,466.44 $1,878,778.55
*Numbers will be rounded up for accounting purposes.
The reimbursement of the participation, excluding inspection and material testing fees, is not a lump-
sum amount and may be less than the stated amount depending upon the actual quantities and unit
prices from the Notice of Final Completion package, commonly referred to as the Green Sheet
package. Funding for the Community Facility Agreement (CFA) —LPC Bluestone project as depicted in
the table below:
Fund Existing Additional Project Total*
Appropriations Appropriations
Water/Sewer Bond
2016 - Fund 56005 $0.00 $1,211,467.00 $1,211,467.00
Project Total $0.00 $1,211,467.00 $1,211,467.00
*Numbers rounded for presentation purposes.
BUSINESS EQUITY—A goal is not required under Business Equity Ordinance 25165-10-2021 when
City spending participation on Community Facilities Agreements are less than $1,000,000 dollars.
Offerors are strongly encouraged to comply with the intent of the City's Business Diversity Enterprise
Ordinance to utilize Minority Business Enterprises or Small Business Enterprises on the City-funded
portion of the Community Facilities Agreement.
This development is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Unspecified - All Funds
project within the Water/Sewer Bond 2016 Fund and upon approval of the above recommendation and
adoption of the attached appropriation ordinance, funds will be available in the Water/Sewer Bond
2016 Fund for the CFA Bucket programmable project to support the approval of the above
recommendation and execution of the agreement. Prior to an expenditure being incurred, the Water
Department has the responsibility of verifying the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID I I ID I I I Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Dana Burghdoff(8018)
Originating Department Head: Chris Harder (5020)
Additional Information Contact: Soon Wong (8369)
apps.cfwnet.org/council_packet/mc_review.asp?ID=29465&councildate=11/30/2021 2/3
12/6/21, 1:24 PM M&C Review
ATTACHMENTS
60BLUESTONE WATER AND SEWER 56005 AO22(r2),pdf
LPC Bluestone-Cost Share Exhibit.pdf
Vicinity. Map.pdf
apps.cfwnet.org/council_packet/mc_review.asp?ID=29465&councildate=11/30/2021 3/3
12/28/21,4:11 PM BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY
TEXAS SECRETARY of STATE
JOHN B. SCOTT
BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY
Filing Number: 803809792 Entity Type: Foreign Limited Partnership
Original Date of Filing: October 26, 2020 Entity Status: In existence
Formation Date: N/A
Tax ID: 32076435554 FEIN: 853605477
Name: LPC Bluestone, LP
Address: 1 N.Wacker Drive, Suite 1925
Chicago, IL 60606 USA
Fictitious Name: N/A
Jurisdiction: DE, USA
Foreign Formation October 22, 2020
Date:
ASSOCIATED
REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES
Name Address Inactive Date
Co, rporation Service Company dba CSC-Lawyers Incorporating Service Company 211 E.7th Street,Suite 620
Austin,TX 78701-3218 USA
Order Return to Search
Instructions:
4 To place an order for additional information about a filing press the 'Order button.
https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?:Sfiling_number-803809792&:Nsession_id=61674625&:Ndocument_number-110624... 1/1