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HomeMy WebLinkAboutContract 57112 Received Date: 02/15/2022 Received Time: 10:14 AM Developer and Project Information Cover Sheet: Developer Company Name: Quail Valley Devco III,LLC Address, State,Zip Code: 400 S.Record St.,Dallas,Texas 75202 Phone &Email: (214)292-3428, Scarpenter(c republicproperrygroup.com Authorized Signatory,Title: Seth Carpenter,Vice President Project Name: Walsh Ranch Quail Valley—Planning Area 3 East(PA3E) Brief Description: Water, Sewer,Paving, Storm Water, Street Lights Project Location: Fort Worth,Parker County,Texas Plat Case Number: PP-21-017 Plat Name: Walsh PA3E Mapsco: Not Provided Council District: 3 CFA Number: CFA21-0112 City Project Number: 103494/IPRC21-0104 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Page 1 of 16 Standard Community Facilities Agreement Rev.9/21 City Contract Number: 57112 STANDARD COMMUNITY FACILITIES AGREEMENT This COMMUNITY FACILITIES AGREEMENT("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Quail Valley Devco III, LLC ("Developer"),acting by and through its duly authorized representative.City and Developer are referred to herein individually as a"party"and collectively as the"parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Walsh Ranch Quail Valley—Planning Area 3 East(PA3E)("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement("Community Facilities"or"Improvements");and WHEREAS,as a condition of approval of the Project,Developer is required to meet the additional obligations contained in this Agreement,and Developer may be required to make dedications of land,pay fees or construction costs,or meet other obligations that are not a part of this Agreement; and WHEREAS,the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance("CFA Ordinance"),as amended,is incorporated into this Agreement by reference, as if it was fully set out 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. City of Fort Worth,Texas Page 2 of 16 Standard Community Facilities Agreement Rev.9/21 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 ❑X Exhibit B: Paving ❑X Exhibit B-1: Storm Drain ❑X 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 I — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements,and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. City of Fort Worth,Texas Page 3 of 16 Standard Community Facilities Agreement Rev.9/21 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 City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement,becomes insolvent,or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors,or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts City of Fort Worth,Texas Page 4 of 16 Standard Community Facilities Agreement Rev.9/21 (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. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. City of Fort Worth,Texas Page 5 of 16 Standard Community Facilities Agreement Rev.9/21 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 B YANY PERSONS,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 PROPERL Y SAFEGUARD THE WORK, OR ON ACCOUNT OF ANY ACT,INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB-CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCHINJURIES,DEATH OR DAMAGESARE CAUSED,IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS,SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH,RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR 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 City of Fort Worth,Texas Page 6 of 16 Standard Community Facilities Agreement Rev.9/21 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 all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting.The City will obtain proof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand- delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: DEVELOPER: Development Coordination Office Quail Valley Devco III, LLC City of Fort Worth 400 S. Record Street 200 Texas Street Dallas, TX 75202 Fort Worth, Texas 76102 City of Fort Worth,Texas Page 7 of 16 Standard Community Facilities Agreement Rev.9/21 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 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, 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, City of Fort Worth,Texas Page 8 of 16 Standard Community Facilities Agreement Rev.9/21 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 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 City of Fort Worth,Texas Page 9 of 16 Standard Community Facilities Agreement Rev.9/21 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 verification from the company that it: (1)does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and"company"have the 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. Prohibition on Boycotting Energy Companies 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 City of Fort Worth,Texas Page 10 of 16 Standard Community Facilities Agreement Rev.9/21 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 I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services.DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'SEMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. 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. 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 City of Fort Worth,Texas Page 11 of 16 Standard Community Facilities Agreement Rev.9/21 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. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth,Texas Page 12 of 16 Standard Community Facilities Agreement Rev.9/21 36. Cost Summary Sheet PrQj ect Name: Walsh Ranch Quail Valley—Planning Area 3 East(PA3E) CFA No.: CFA21-0112 City Project No.: 103494 IPRC No.: IPRC21-0104 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 1,171,964.00 2.Sewer Construction $ 1,248,444.00 Water and Sewer Construction Total $ 2,420,408.00 B. TPW Construction 1.Street $ 2,054,978.00 2.Storm Drain $ 968,301.00 3.Street Lights Installed by Developer $ 753,576.00 4. Signals $ - TPW Construction Cost Total $ 3,776,855.00 Total Construction Cost(excluding the fees): $ 6,197,263.00 Estimated Construction Fees: C. Construction Inspection Service Fee $50,000.00 D. Administrative Material Testing Service Fee $31,850.00 E. Water Testing Lab Fee $2,490.00 Total Estimated Construction Fees: $ 84,340.00 Choice Financial Guarantee Options,choose one Amount (Mark one) Bond= 100% $ 6,197,263.00 Completion Agreement= 100%/Holds Plat $ 6,197,263.00 X Cash Escrow Water/Sanitary Sewer= 125% $ 3,025,510.00 Cash Escrow Paving/Storm Drain= 125% $ 4,721,068.75 Letter of Credit= 125% $ 7,746,578.75 City of Fort Worth,Texas Page 13 of 16 Standard Community Facilities Agreement Rev.9/21 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 Quail Valley Devco III,LLC 3uGG Seth C �e�rte� Dana Burghdoff(Feb 8,202 5:37 CST) Seth Carpenter(F b 8,202210:08 CST) Dana Burghdoff Seth Carpenter Assistant City Manager Vice President Date: Feb 8,2022 Date: Feb 8,2022 Recommended by: LG&4(-1 Robert- Evelyn roberts(Feb 8,202210:09 CST) Evelyn Roberts/Jennifer Ezernack Project Assistant Planning and Development Approved as to Form &Legality: Contract Compliance Manager: Richard A.McCracken(Feb 8,2022 14:45 CST) Richard A.McCracken By signing, I acknowledge that I am the person Sr.Assistant City Attorney responsible for the monitoring and M&C No. N/A administration of this contract,including ensuring all performance and reporting Date: a�4FORr��a� requirements. Form 1295: NSA pp��k.0--0( 00000o 0 Ij�og'p�1d Tame Sca✓loi°t Morales' 001 Janie Scarlett Morales(Feb 8,202213:25 CST) ATTEST: 0 �°000oceoo0. � Janie Scarlett Morales Bette s n EXASoaQ Development Manager Jannette S.Goodall(Fe 14,202213:12 CST) ��nb4 Jannette S. Goodall/Ronald P. Gonzales City Secretary Assistant City Secretary OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX City of Fort Worth,Texas Page 14 of 16 Standard Community Facilities Agreement Rev.9/21 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 ❑X Attachment 3 —Concurrent CFA Provisions ❑X Location Map ❑X Exhibit A: Water Improvements ❑X Exhibit A-1: Sewer Improvements ❑X Exhibit B: Paving Improvements ❑X Exhibit B-1: Storm Drain Improvements ❑X Exhibit C: Street Lights and Signs Improvements ❑X Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Page 15 of 16 Standard Community Facilities Agreement Rev.9/21 ATTACHMENT"1" Changes to Standard Community Facilities Agreement City Project No. 103494 None City of Fort Worth,Texas Page 16 of 16 Standard Community Facilities Agreement Rev.9/21 00 42 43 DAP-BID PROPOSAL Page 1 of 6 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM _ Walsh Ranch-Quail Valle Planning Area PA3E CPN: 103494 UNIT PRICE BID Bidder's Application i Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No. Description Section No. Measure Quantity Unit Price Bid Value UNIT I:WATER IMPROVEMENT 1 0241.1118 4"-12"Pressure Plug _ _ _ 0241 14 EA 12 �$1 500.00 $18,000.00, R2 3311.0001 Ductile Iron Water Fittings w/Restraint 33 11 11 TON _6.20 $8,500 00_$52 700,00 3 3311.0061 4"PVCipe Water P _33 11 12 LF 962 $34 00 ^Y$32 708 00 5 3311.0251 8"DIP Water 33 lily LF 705 $60 00 _$42,300.00 6 3311.0254 8"DIP Water,CLSM Backfill 33 11 10 _ LF_ 338 $70 00 __$23 660µ00 7 3311.0261 8"PVC Water Pipe 33 11 12 W LF _ 6278 _$48 00,�_$301 344w00 8 _ 9999.0001 8"Fusible PVC Water Pie 00 00 00 _ LF _ 3295 $72 00__$237 240 e00 9 3311.0461 12"PVC Water Pie 3311 12 LF _ 30 $8200 �$2 460 00 10 3305.2002 8"Water Carrier Pie 33 05 24 m _LF 88 $128.00 $1,1,264 00 _11� 3305.1103 20"Casing,By Other Than Open Cut 33 05 22 LF 88 $460.00 $40 480.00 12 3312.0001 Fire Hydrant 33 12 40 _ EA_ _11 _$4,500,00 _$49 500 00 13 3312.0109 Connection to Existing 30"Water Main _33 12 25 _ EA _ 1 $18 500 00 14 3312.0117 Connection to Existing4"-12"Water Main 33 12 25 EA_ _1. __$1.500.00 $1 50000 15 _ 3312.2003 1"Water Service _ 33 12 10� EA 251 _ $1,050._00_ $263 550.00 16 3312.3002 6"Gate Valve _33 12 20 EA 9 __$1,250 00 $11 250.00 __.17_ .3312.3003 8"Gate Valve 33 12 20_ EA 28_ $1n,550�00 $43400.00 18 3312.3005 12"Gate Valve 33 12 20 EA 19 3305.0109 Trench Safety' 33 05 10 LF 11608 _ $1.00 $11 608.00 20 19999.0008 Automatic Flushing Device 00 00 00 _ EA_ _ _1 $4,500,.00 _ $4.500.00 TOTAL UNIT I:WATER IMPROVEMENTS $1,171,964.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 PA3E_00 42 43_Bid Proposal_DAP_rev3 00 42 43 DAP-BID PROPOSAL Page 2 of 6 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Walsh Ranch-Quail Vaft.d Plannig Area PA3E CPN: 103494 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No. Description Section No. Measure Quantity Unit Price Bid Value UNIT II:SANITARY SEWER IMPROVEMENTS _ 33 11 10 1 3331.4115 8"Sewer Pipe 3331 12 LF 10573 3331 20 $52.00 $549,796.00 3311 10 2 3331.4116 8"Sewer Pipe,CSS Backfill 3331 12 LF 605 3331 20 $62.00 $37,510.00 3 3339.1001 4'Manhole 33 39 10 EA 62 33 39 20 $4,200.00 $260,400.00 4 3339.1002 4'Drop Manhole 33 39 10 EA 9 J 33 39 20 $6,200.00 $55,800.00 5 3339.1003 4'Extra Depth Manhole 33 39 10 VF 163 33 39 20 $205.00 $33 415.00 6 3339.0001 Epoxy Manhole Liner 33 39 60 VF 101 $395.00 $39,895.00 7 3331.3101 4"Sewer Service 3331 50 EA 251 $800.00 $200,800.00 8 3305.0109 Trench Safety 33 05 10 LF 11178 $1.00 $11 178.00 10 _ 3301.0002 Post-CCTV Inspection 3301 31 LS 1 $42,500.00 . $42,500.00 11_ 3301.0101 Manhole Vacuum Testing 3301 30 EA 71 $150.00 $10 650.00 12 _9999.0002 8"Drop Connection to Existin:.i Manhole 00 00 00 LS 1 S6 500.00 $6 500.00 TOTAL UNIT II:SANITARY SEWER IMPROVEMENTS $1,248,444.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 PA3E_00 42 43_Bid Proposal_DAP_rev3 00 42 43 DAP-BID PROPOSAL Page 3 of 6 SECTION 00 42 43 _ Developer Awarded Projects-PROPOSAL FORM Walsh Ranch-Quail Valle :, Planning Area PA3E CPN: 103494 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No. Description Section No. Measure Quantity Unit Price Bid Value UNIT III:DRAINAGE IMPROVEMENTS 1 3341.0201 21"RCP,Cla$s III _ 2 ,3341.0205-24",RCP.Class.111 .__ _. ....... _ 33 41_10 _ LF , 3442 $70 00 _$240 940.00 3 3341.0302 30"RCP,Class III 3341 10 LF _ 1699„ $85.00 _$144_,415.00 _ 4 3341.0309 36"RCP,_Class III_ 3341 10 LF 704 $115.00 $80,960.00 5 3341.0402 42"RCP,Class III T - -- 33 41 10 LF 677� - __.$ 0,.,....,,.. ....___..m............_..__..._,. _ _ 145 0 $98,165.00 6� 3341.0409 48"RCP,Class III _ _ 3341 10 _ _ LF_ _ _69 _ _$170.00 _$11 730.00 7 3349.0001 4'Storm Junction Box 33 49 10 EA 15 �$6,000.00 $90,000.00 8 _3349.0002 5'Storm Ju_nction Box _ _ _ _ 33 49 10 _ EA 3 _$9,500 00 _,_ $28,500 00 �9 3349.1003 24"Flared Headwall, 1 pipe _ 33 49 40� EA -1 _„$3.500.00 $3,500 a00 10 3349.1005 30"Flared Headwall, 1 pipe _. .v W W 34 49 40 EA 1 _$4 000 00 _,$4 000.00 11 3349.1007 36"Flared Headwall,_1 pipe ._ 334940 40 EA 1 $4,500.00 _ $4,500;00 _ _ _ �. _...._-_ _ _._ M 12 3349.1009 42"Flared Headwall, 1 pipe w µ w 334940 m EA mT13 3349.1011 48"Flared Headwall, 1 pipe 33 49 40 EA rn 1 14 3349.5001 10'Curb Inlet _ 33 49 20 EA _ 17 _$3,600.00 ._. $61 200�00 15 3349.5002 15'Curb Inlet 33 49 20 EA 14 $4.600.00 _$64 400 00 16 3349.5003 20'Curb Inlet _ _ 34 49 20 _ EA _ _ 2 _ $5,600,00 . _ $1y1,200,00 17 3137.0104 Medium Stone Riprap,dry 31 3700 SY 456 $95.00 _$43 320.00 18 3305.0109 Trench Safe t 33 05 10 LF __7171 _ $1.00 _$,7117100 19_ 3349.9003 4'Grate Inlet .334920 EA_ _3-$6,500.00_ $19,H 0000 20 9999.0003 Facto Strom Wye Connection 00 00 00 EA 20 $400.00 $8 TOTAL UNIT III: DRAINAGE IMPROVEMENTS $968, CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Fonn Version May 22,2019 PA3E 00 42 43_Bid Propowl_DAP_rev3 00 42 43 DAP-BID PROPOSAL Page 4 of 6 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Walsh Ranch-Quail Valley: Planning Area PA3E CPN: 103494 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No Description Section No. Measure Quantity Unit Price Bid Value UNIT IV: PAVING IMPROVEMENTS 1 3213.0101 6"Conc Pvmt 32 13 13 SY 39131 �$3050__ $9,506,543.50 29 0 2 3213.0103 8"Conc Pvmt 32 13 13 SY 586 $50.50 $ 593.0 3 3211.0501 6"Lime Treatment 32 11 29 SY 4481 4 _�$3 25 ,$145.645.50 _4 3211.0502 8"Lime Treatment _32 11 29 SY� 1250 $3.50 �$4375,00 �5 _3211.0400 Hydrated Lime(6"Pave @ 36 Ibs/sy) _ 3211 29 _ TN _ 807 $190.00 $153,330.00 6 3211.0400 _Hydrated Lime(8"Pave @ 48 Ibs/sy) 3311 29 TN __30 $19000 7 3213.0302 5"Conc Sidewalk _ 32 13 20 SF 18798 �$4 50, ,$84,59100 8 3213.0501 Barrier Free Ramp,Type R-1 _ 321320 _EA 12 $1,800 00 _$21 600 00 9 3213.0504 Barrier Free Ramp_Type M-2 __ 32 13 20 EA r _4 ,_,_$7-, _ $1 800 00_ _ 200.00 10 3213.0506 Barrier Free Ramp,Type P-1 �_ 32 13 20_ _ EA_ _ 26 $1,800 00„ $46,800,00 11y 0241.1300_Remove Conc Curb&Gutter_ _ 0241 15_ LF r 480 mn $30.00 _$14,400.00 12 9999.0004 Furnish/Install Walsh Ranch Style Sign Post _ 00 00 00 EA 4 _. &Foundation_w/RegulatorytlSign �s ._ _ $1,200 00_ $4,800.00 13 9999.0005 Furnish/Install Walsh Ranch Style Sign Post 00 00 00 EA 19 &Foundation w/Regulatory Sign&Name Blades $1 600.00 $30.400.00 TOTAL UNIT IV: PAVING IMPROVEMENTS $2,054,978.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 PA3E_0o 42 43_Bid Proposal_DAP_re0 00 42 43 DAP-BID PROPOSAL Page 5 of 6 SECTION 00 42 43 _ Developer Awarded Projects-PROPOSAL FORM Walsh Ranch-Quail Valley_ Plannina Area PA3E l—� CPN: 103494 UNIT PRICE BID - Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No Description Unit Price Bid Value Section No. Measure Quantity UNIT V:STREET LIGHTING IMPROVEMENTS 1 9999.0006 Furnish/Install Walsh Ranch 14ft Street _ _00 00 00 _ EA 82__$4,600.00�_$377,20000 2 3441.3301 Rdwy Ilium Foundation TY 1,2,and 4 R_ 34 41 20 EA 2 $1 500.00 $3 000 -__ .00 _ —.� _ _ _ _ 3 3441.1733 Rdwy Ilium Foundation TY 11 _ _ 34 41 20EA �82__$1.200 00_�$98,400.00 4 9999.0007 4-4-4-4 Quadplex Copper Elec Conductor 00 00 00 LF 10383 $8.00_ $83 064 00 80 � .. __ _ 5 2605.3015 2"CONDT PVC SCH T _ � � F _ � �..__ 260533 „y,LF 10383 914 00 $149 362 00 6 3441.1501 Ground Box Type B_ _ _ __ 34 41 10 EA_ a_39 $950.00 _ _ $97,050 00 7 3441.1771 Furnish/Install 120-240 Volt Single Phase 34 4120 ^EA 1 9 500.00 $9 500.00 TOTAL UNIT V:STREET LIGHTING IMPROVEMENTS $753,576.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Fonn Version May 22,2019 PA3E_00 42 43_Bid Proposal_DAP_rev3 00 42 43 DAP-BID PROPOSAL Page 6 of 6 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Walsh Ranch-Quail Valle . Plannin Area PA3E CPN: 103494 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No. Description Unit Price Bid Value Section No. I Measure Quantity Bid Summary UNIT I:WATER IMPROVEMENTS $1,171,964.00 UNIT II:SANITARY SEWER IMPROVEMENTS $1,248,444.00 UNIT III: DRAINAGE IMPROVEMENTS $968,301.00 UNIT IV.PAVING IMPROVEMENTS $2,054,978.00 UNIT V:STREET LIGHTING IMPROVEMENTS $753,576.00 Total Construction Bidi $6,197,263.00 This Bid is submitted b•the entity named below: BIDDER: BY:BROCK HUGGINS _ CONATSER CONSTRUCTION TX,L.P. 5327 WICHITA ST. TITLE: President FORT WORTH,TX 76119 DATE: i Contractor agrees to complete WORK for FINAL ACCEPTANCE within A &0 working days after the date when the CONTRACT commences to run as provided in the General Conditions. -LEND OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Forth Version May 22,2019 PA3E_00 42 43_Bid Proposal_DAP_rev3 J M Q Q a Uo o a � o JN w ? 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LO Cl) ZOO M O Cl) M s 13 HIS O M o //L ZLON � LO / i J \ Q O ul 04 31 OM0'3CVd 1HOI� VHO\S1181HX3\VAO\IIAIO\NOIS30 90\3CV A — 2JM — 9C'L90C J\`02J J\H WVb l O l IZOZ/l l/90 1�]M132JHf COMPLETION AGREEMENT— SELF FUNDED This Completion Agreement ("Agreement"), is made and entered into by and between the City of Fort Worth, ("City") and Quail Valley Devco III, LLC, a Texas Limited Liability Company , authorized to do business in Texas, ("Developer"), effective as of the last date executed by a Party hereto. The City and the Developer may collectively be called the"Parties". WITNESSETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 60.536 acres of land located in the City, the legal description of which tract of real property is marked Exhibit"A"—Legal Description, attached hereto and incorporated herein for all purposes, ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat PP-21-017 or FS<Number>; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development, Walsh Ranch Quail Valley—Planning Area 3 East (PA3E) for Water, Sewer, Paving, Storm Drain, Paving, and Street Lights ("Improvements"); and WHEREAS, the City has required certain assurances that the Developer will cause to be constructed to City standards the Improvements pursuant to the Community Facilities Agreement; and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed by and between City and Developer as follows: 1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for this Agreement and they are incorporated into this Agreement for all purposes. City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 1 of 14 2. The Completion Amount. The City and the Developer agree that the Hard Costs(as shown on Exhibit"B")required to complete the Community Facilities in the aggregate should not exceed the sum of SIX NHLLION ONE HUNDRED NINETY-SEVEN THOUSAND TWO HUNDRED SIXTY-THREE DOLLARS ($6,197,263.00), hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Community Facilities may vary as a result of change orders agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the Completion Amount as used herein. City hereby waives the requirement for developer to deposit a financial guarantee of 100%of the Hard Costs under the CFA Policy. 3. Completion by the Developer. The Developer agrees to complete the Community Facilities and pay all Hard Costs in accordance with City standards,the CFA,the Plat, and the Plans as approved by the City. For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Community Facilities pursuant to Section 6, hereof. 4. Satisfaction of the City Requirements. The City agrees that the assurances and covenants contained in this Agreement satisfy all requirements of the City with respect to Developer's Financial Guarantee, as described in the CFA Policy, or other requirements for security in connection with the development of the Property and the completion of the Community Facilities that are contained in the CFA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants contained herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. 5. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Community Facilities; or(b)mutual written agreement of the Parties. 6. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Community Facilities are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 2 of 14 paid, including but not necessarily limited to lien waivers and bills paid affidavits,the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 7. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Community Facilities the following: A. A statement that the City is not holding any security to guarantee any payment for work performed on the Community Facilities; B. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; C. A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property; and D. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in (a), (b) and (c) above. 8. Miscellaneous. A. Non-Assignment of Agreement. This Agreement may not be assigned by any of the Parties without the prior written consent of all the other Parties. B. Notice. Any notice required or permitted to be delivered under this Agreement shall be deemed received on actual receipt by the appropriate party at the following addresses: (i) Notice to the City shall be addressed and delivered as follows: City of Fort Worth Planning& Development Department 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Janie Morales, Development Manager Email: Janie.Morales@fortworthtexas.gov Confirmation Number: 817-392-7810 and/or City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 3 of 14 CFA Division Email: CFAkfortworthtexas.gov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attention: Richard A. McCracken Assistant City Attorney Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: Quail Valley Dev Co III, LLC 400 S. Record St. Dallas, Texas 75202 A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. C. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas. D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. E. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. F. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the Parties with respect to the subject matter hereof and supersedes any prior understandings or written or oral agreements among the Parties concerning the subject matter hereof. City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 4 of 14 G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to this Agreement. H. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 5 of 14 Executed in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH: DEVELOPER: Quail Valley Devco III, LLC Dana Burghdoff(Feb 8,202 :37 CST) Seth Carpenter(F b 8,2022 10:08 CST) Dana Burghdoff Name: Seth Carpenter Assistant City Manager Title: Vice President Date: Feb 8,2022 Date: Feb 8,2022 Approved as to Form & Legality: Richard A.McCracken(Feb 8,202214:45 CST) Richard A. McCracken Assistant City Attorney ATTEST: Jannette S.Goodall(Feb 14,202213:12 CST) Jannette Goodall City Secretary M&C: Date: City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 6 of 14 LIST OF EXHIBITS ATTACHMENT"1"-CHANGES TO STANDARD AGREEMENT EXHIBIT A - LEGAL DESCRIPTION EXHIBIT B - APPROVED BUDGET City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 7 of 14 ATTACHMENT "1" Changes to Standard Agreement Self-Funded Completion Agreement None. City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 8 of 14 EXHIBIT A LEGAL DESCRIPTION 81- 'ON a t LE L 'ON 10VH1SE3V 13VH1S8V A3AEHIS -� .13AHrIS NOSM3H31d '3'S N053-itins 'f m e U 31n A3tik6 b o ,6Z'OZB 3.C9ZVo005 ,454Eb ���vM�OU�dr � rj � J� ` � 3.6,Zb000S d l'9ob rq M„9Z,LOv08N �P^�.•• 3 "•d0 Z gi E op gi �rmi 2 � o '�q �¢�' ••o� yo j O dW `� " m o 'd F� 3 zoaoaa 0'. wig W O m m J ti a W cn y:y Qo;• m P w v 70 " dtsi d�o Z Y 3 _ ❑ o O z ¢� _oo � �[ z K O Lo 7 m N r� 3w�W�8y o� SX• Wink,io ❑ ❑ En Z CCS o=a LLIM Q o �o�nw-c�i� O ¢ ti ti O a a � a 7 Q w c�z�a rt m U � LL1 2 T 4 w u - F o uj ra ti o t� W o K m 2 �g y `� c�t-qp^ U W 2 a m C7 W d Vj J m e�o� O E O V f Z a o r M - �^ W xo wo izzzziz a o as ? w w �w.n a�n m C7 m m 'l-�`'p O �?c� g N yye �' U u s m -6 N c c, J r Z Z w w o �° G2 z W mm x OgN ^ 0 City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 9 of 14 EXHIBIT A Continued BEING a 60.07-acre tract of land, situated in Parker County, Texas, being in the I & G.N. R.R. Survey, Abstract No. 2004, and being a portion a called 7, 125.3 acre tract of land conveyed to Walsh Ranches Limited Partnership as recorded in Volume1699, Page 1765, Deed Records of Parker County, Texas, (D.R.P.C.T.) and as recorded in Volume 12624, Page 92, Deed Records of Tarrant County, Texas, (D.R.T.C.T.) and being more particularly described as follows: BEGINNING at a point on the northeasterly right-of-way line of Walsh Ranch Parkway as shown the Final Plat of Lots 1X thru 10X, Block 1 and Walsh Ranch Parkway Right-of-Way, Walsh Ranch , recorded under Cabinet D, Page 637, of the Plat Records of Parker County, Texas (P.R.P.C.T.), from which a 1 /2 inch iron rod found bears North 88 degrees 28 minutes 25 seconds East, a distance of 0.76 feet, and from which a large stone found at the southwest corner of the J. Kelsey Survey, Abstract No. 782, Parker County, Texas, bears North 00 degrees 31 minutes 47 seconds West, a distance of 130.76 feet; THENCE, North 87 degrees 20 minutes 14 seconds East, departing said northeasterly right-of-way line of Walsh Ranch Parkway, over and across said Walsh Ranches Limited Partnership tract, passing at a distance of 0.76 feet a found 1 /2 inch iron rod and continuing a total distance of 3,532.66 feet to a 1 inch iron rod found in a large stone at a northeast corner of said I & G.N. R.R. Survey, Abstract No. 2004, said point being on the south line of said J. Kelsey Survey, Abstract No. 782; ; City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 10 of 14 THENCE, South 00 degrees 42 minutes 57 seconds East, along an east line of said Walsh Ranches Limited Partnership tract a distance of 820.29 feet to a point for corner, from which a wood fence post found for an ell corner of said Walsh Ranches Limited Partnership tract bears South 00 degrees 42 minutes 57 seconds, a distance of 431 .51 feet, THENCE, departing said east line of said Walsh Ranches Limited Partnership tract, over and across said Walsh Ranches Limited Partnership tract, the following calls and distances: North 80 degrees 07 minutes 26 seconds West, a distance of 408.11 feet to a point for corner; North 87 degrees 46 minutes 59 seconds West, a distance of 287.72 feet to a point for corner; South 78 degrees 05 minutes 27 seconds West, a distance of 339.61 feet to a point for corner; North 85 degrees 10 minutes 06 seconds West, a distance of 262.54 feet to a point for corner; South 52 degrees 49 minutes 00 seconds West, a distance of 394.75 feet to a point for corner; South 68 degrees 27 minutes 40 seconds West, a distance of 339.90 feet to a point for corner; North 68 degrees 43 minutes 25 seconds West, a distance of 333.55 feet to a point for corner; North 70 degrees 48 minutes 10 seconds West, a distance of 109.21 feet to a point for corner; North 50 degrees 10 minutes 17 seconds West, a distance of 168.61 feet to a point for corner; North 23 degrees 27 minutes 13 seconds West, a distance of 106.57 feet to a point for corner; City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 11 of 14 North 73 degrees 03 minutes 48 seconds West, a distance of 217.04 feet to a point for corner; South 82 degrees 26 minutes 36 seconds West, a distance of 388.23 feet to a point on the northeasterly right-of-way of said Walsh Ranch Parkway, from which a found 5/8 inch iron rod with plastic cap stamped "DUNAWAY ASSOC. LP" bears South 28 degrees 20 minutes 50 seconds East, a distance of 506.27 feet; THENCE, along the northeasterly right-of-way of said Walsh Ranch Parkway the following calls and distances: North 28 degrees 20 minutes 50 seconds West, a distance of 197.65 feet to a found 5/8 inch iron rod with plastic cap stamped "DUNAWAY ASSOC. LP"; North 73 degrees 20 minutes 50 seconds West, a distance of 36.77 feet to a found 5/8 inch iron rod with plastic cap stamped "DUNAWAY ASSOC. LP"; South 63 degrees 51 minutes 06 seconds West, a distance of 115.60 feet to a found 5/8 inch iron rod with plastic cap stamped "DUNAWAY ASSOC. LP"; North 26 degrees 08 minutes 50 seconds West, a distance of 331 .46 feet to a found 5/8 inch iron rod with plastic cap stamped "DUNAWAY ASSOC. LP" and the beginning of a tangent curve to the right having a central angle of 06 degrees 58 minutes 24 seconds, a radius of 1018.00 feet and subtended by a 123.82 foot chord which bears North 22 degrees 39 minutes 42 seconds West; Along said curve to the right an arc distance of 123.90 feet to a found 5/8 inch iron rod with plastic cap stamped "DUNAWAY ASSOC. LP"; North 70 degrees 49 minutes 30 seconds East, a distance of 0.50 feet to the beginning of a non-tangent curve to the right having a central angle of 03 degrees 53 minutes 15 seconds, a radius of 1017.36 feet and subtended by a 69.02 foot chord which bears North 17 degrees 14 minutes 13 seconds West; City of Fort Worth, Texas Standard Completion Agreement—Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 12 of 14 Along said curve to the right an arc distance of 69.03 feet to the POINT OF BEGINNING and CONTAINING 60.07 acres of land, more or less. NOTES: 1. Bearings are based on the Texas State Plane Coordinate System, North Central Zone(4202), North American Datum 1983 (2011). All distances are surface distances. 2. An exhibit map of even date accompanies this legal description. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 13 of 14 EXHIBIT B APPROVED BUDGET Section I Water $1,171,964.00 Sewer $1,248,444.00 Sub-total $2,420,408.00 Section 11 Interior Streets $2,054,978.00 Storm Drains $968,301.00 Sub-total $3,023,279.00 Section III Street Lights $753,576.00 Sub-total $753,576.00 TOTAL $6,197,263.00 City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 JLE CIA Official Release Date: 07.01.2015 Page 14 of 14