HomeMy WebLinkAboutContract 52955 Received Date: 10/21/19
Received Time: 3:37 PM
Developer and Project Information Cover Sheet:
Developer Company Name: 170 Northstar Ranch Developer,Inc.
Address, State,Zip Code: 3045 Lackland Rd. ,Fort Worth TX,76116
Phone&Email: 817-731-7595,k ig_ll&sableholdings.com
Authorized Signatory,Title: Kimberly Gill,Vice President
Project Name: Northstar Parkway
Brief Description: Water,Sewer,Paving,Storm Drain, Street Lights
Project Location: FM 3325 Parker County
Plat Case Number: FP-18-091 Plat Name: Northstar Development
Mapsco: 710-Z Council District: ETJ
CFA Number: CFA19-0014 City Project Number: 101808
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 1 of 11 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
STANDARD COMMUNITY FACILITIES AGREEMENT
THE STATE OF TEXAS § City Secretary
COUNTY OF TARRANT § Contract No. 52955
WHEREAS, 170 Northstar Ranch Developer,Inc.,("Developer"),desires to make certain
specific improvements as described below and on the exhibits attached hereto ("Improvements")
related to a project generally described as Northstar Parkway ("Project") within the City or the
extraterritorial jurisdiction of Fort Worth, Texas ("City"); and
WHEREAS, the City has no obligation to participate in the cost of the Improvements or
Project; and
WHEREAS,any future City participation in this CFA is subject to the availability of City
funds and approval by the Fort Worth City Council and shall be memorialized as an amendment
to this Agreement; and
WHEREAS, the Developer and the City desire to enter into this Community Facilities
Agreement ("CFA" or "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:
General Requirements
A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001,
approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated
into this Agreement as if copied herein verbatim. Developer agrees to comply with all
provisions of said Policy in the performance of its duties and obligations hereunder and to
cause all contractors hired by Developer to comply with the Policy in connection with the
work performed by said contractors.
B. Developer shall provide financial security in conformance with paragraph 6, Section II, of
the Policy and recognizes that there shall be no reduction in the collateral until the Project
has been completed and the City has officially accepted the Improvements. Developer
further acknowledges that said acceptance process requires the Developer's contractor(s)
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 2 of 11 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
to submit a signed affidavit of bills paid and consent of Surety signed by its surety to
ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally,
the contractor will provide in writing that the contractor has been paid in full by Developer
for all the services provided under this contract.
C. 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 the City-approved construction plans,
specifications and cost estimates provided for the Project and the exhibits attached hereto.
D. The following checked exhibits describe the Improvements and are incorporated herein:
Water(A) ®, Sewer(A-1) ®,Paving(B) ®, Storm Drain(B-1) ®, Street Lights & Signs
(C) Z.
E. The Developer shall award all contracts for the construction of the Improvements in
accordance with Section II,paragraph 7 of the Policy and the contracts shall be administered
in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its
contractor(s)pays the then-current City-established wage rates.
F. For all Improvements included in this Agreement for which the Developer awards
construction contract(s), Developer agrees to the following:
i. To employ a construction contractor who is approved by the director of the
department having jurisdiction over the infrastructure to be constructed, said
contractor to meet City's requirements for being prequalified,insured,licensed and
bonded to do work in public ways and/or prequalified to perform water/wastewater
construction as the case may be.
ii. To require its contractor to furnish to the City a payment and performance bond in
the names of the City and the Developer for one hundred percent (100%) of the
contract price of the infrastructure, and a maintenance bond in the name of the City
for one hundred percent (100%) of the contract price of the infrastructure for a
period of two (2) years from the date of final acceptance insuring the maintenance
and repair of the constructed infrastructure during the term of the maintenance
bond. All bonds to be furnished before work is commenced and to meet the
requirements of Chapter 2253, Texas Government Code.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 3 of 11
iii. To require the contractor(s)it hires to perform the construction work contemplated
herein to provide 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 shall be named as additional insured
on all insurance required by said documents and same will be evidenced on the
Certificate of Insurance (ACORD or other state-approved form) supplied by the
contractor's insurance provider and bound in the construction contract book.
iv. To require its contractor to give 48 hours advance notice of intent to commence
construction to the City's Construction Services Division so that City inspection
personnel will be available;to require the contractor to allow the construction to be
subject to inspection at any and all times by City inspection forces,to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a responsible City
inspector is present and gives his consent to proceed, and to make such laboratory
tests of materials being used as may be required by the City.
V. To require its contractor to have fully executed contract documents submitted to
the City in order to schedule a Pre-Construction Meeting. The submittal should
occur no less than 10 working days prior to the desired date of the meeting. No
construction will commence without a City-issued Notice to Proceed to the
Developer's contractor.
vi. To delay connections of buildings to service lines of sewer and water mains
constructed under this Agreement, if any, until said sewer and water mains and
service lines have been completed to the satisfaction of the Water Department.
G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering
drawings and documents necessary to construct the improvements under this Agreement.
H. Developer shall cause the installation or adjustment of the required utilities to serve the
development or to construct the Improvements required herein.
I. 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 community facilities
to be installed hereunder.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 4of11
J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless
for any inadequacies in the preliminary plans,specifications and cost estimates supplied
by the Developer for this Agreement.
K. Developer agrees to provide, at its expense, all necessary rights of way and easements across
property owned by Developer and required for the construction of the current and future
improvements provided for by this Agreement.
L. The Developer further 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 on account of any injuries or damages sustained by any persons (including 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 properly 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 such iniuries, 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.
M. Developer will further 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 in any way connected with,the construction of the infrastructure 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,and hold harmless the City
for any losses, damages, costs or expenses suffered by the City or caused as a result of
said contractor's failure to complete the work and construct the improvements in a good
and workmanlike manner, free from defects, in conformance with the Policy, and in
accordance with all plans and specifications.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 5of11
N. 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 the Developer with its contractor along with an assignment of all warranties given by the
contractor,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.
O. Inspection and material testing fees are required as follows:
i. Developer shall pay in cash water and wastewater inspection fees and material
testing fees equal to two percent(2%) for a total of 4% of the developer's share of
the total construction cost as stated in the construction contract.
ii. Developer shall pay in cash paving and storm drain inspection fees equal to four
percent(4%) and material testing fees equal to two percent(2%) for a total of 6%
of the developer's share of the total construction cost as stated in the construction
contract.
iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing
the streetlights, inspection fees equal to four percent(4%) of the developer's share
of the streetlight construction cost as stated in the construction contract.
iv. Developer shall pay in cash the total cost of street signs.
P. COMPLETION WITHIN 2 YEARS
i. Developer shall complete the Improvements within two (2) years, provided,
however, if construction of the Improvements has started within the two year
period,the developer may request that the CFA be extended for one additional year.
ii. Nothing contained herein is intended to limit the Developer's obligations
under the Policy, this Agreement, its financial guarantee, its agreement with
its contractor or other related agreements.
iii. The City may utilize the Developer's financial guarantee submitted for this
Agreement to cause the completion of the construction of the Improvements if at
the end of two(2)years from the date of this Agreement(and any extension period)
the Improvements have not been completed and accepted.
iv. 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
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 6of11
construction of same before the expiration of two (2) years if the Developer
breaches this Agreement, becomes insolvent or fails to pay costs of construction
and the financial guarantee is not a Completion Agreement. If the financial
guarantee is a Completion Agreement and the Developer's contractors and/or
suppliers are not paid for the costs of supplies and/or construction, the contractors
and/or suppliers may put a lien upon the property which is the subject of the
Completion Agreement.
Q. 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 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" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this contract, 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 the contract.
IMMIGRATION AND NATIONALITY ACT
R. Developer shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification
Form(I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Developer shall adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any Developer
employee who is not legally eligible to perform such services. DEVELOPER SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Developer, shall have the right to immediately
terminate this Agreement for violations of this provision by Developer.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 7of11
Cost Summary Sheet
Project Name:Northstar Parkway
CFA No.: CFA19-0014 City Project No.: 101808
An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price
will ultimately determine the amount of CFA fees and financial guarantee. The bid price and
any additional CFA payments will be required prior to scheduling a pre-construction meeting.
An itemized estimate corresponding to each project-specific exhibit is required to support the
following information.
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction $ 1,202,480.30
2.Sewer Construction $ 313,905.80
Water and Sewer Construction Total $ 1,516,386.10
B. TPW Construction
1.Street $ 3,510,152.82
2.Storm Drain $ 3,591,157.50
3.Street Lights Installed by Developer $ 297,106.50
4. Signals $ -
TPW Construction Cost Total $ 7,398,416.82
Total Construction Cost(excluding the fees): $ 8,914,802.92
Construction Fees:
C. Water/Sewer Inspection Fee(2%) $ 30,327.73
D. Water/Sewer Material Testing Fee(2%) $ 30,327.73
Sub-Total for Water Construction Fees $ 60,655.46
E. TPW Inspection Fee(4%) $ 284,052.41
F. TPW Material Testing(2%) $ 142,026.21
G. Street Light Inspsection Cost $ 11,884.26
H. Signals Inspection Cost $ -
H. Street Signs Installation Cost $ -
Sub-Total for TPW Construction Fees $ 437,962.88
Total Construction Fees: $ 498,618.34
Choice
Financial Guarantee Options,choose one Amount Mark one
Bond=100% $ 8,914,802.92
Completion A reement=100%/Holds Plat $ 8,914,802.92
Cash Escrow Water/Sanitary Sewer--125% $ 1,895,482.63
Cash Escrow Paving/Storm Drain=125% $ 9,248,021.03
Escrow Pledge A reement=125% $ 11,143,503.65 x
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 8of11
ACCORDINGLY,the City of Fort Worth and Developer have each caused this instrument to be
executed in quadruplicate 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
170 Northstar Ranch Developer,Inc.
Dana Burghclolf(OlflS,20193
Dana Burghdoff
Interim Assistant City Manager KI Cr I 1
Date: Oct 18,2019 Kim gill(Oct 17,2019)
Name: Kimberly Gill
Recommended by: Title: Vice President
C 11J Date: Oct 17,2019
1 Y
Evelyn Robe (Oct 18,2019)
Evelyn Roberts/Jennifer Ezernack
Project Assistant
Planning and Development Contract Compliance Manager:
By signing, I acknowledge that I am the
person responsible for the monitoring and
Approved as to Form &Legality: administration of this contract,including
ensuring all performance and reporting
requirements.
Richard A.McCracken(Oct 18,2019)
Richard A. McCracken 7l 3�--
Assistant City Attorney Jennifer Ezernack on behalf of Janie Morales(Oct 18,2019)
M&C No. N/A Name: Janie Morales
Date: Title: Development Manager
Form 1295: N/A `�O R T
of �o
ATTEST:
Mary Kayser(Oct 21,2019)
J
Mary J.Kayser/Ronald Gonzales
City Secretary/Assistant City Secretary
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway rFT. WORTH,
ECO�d
CFA Official Release Date:02.20.2017
Page 9 of 11 ETARY p
TX
Check items associated with the project being undertaken; checked items must be
included as Attachments to this Agreement
Included Attachment
® Attachment 1 -Changes to Standard Community Facilities Agreement
® Location Map
® Exhibit A:Water Improvements
® Exhibit A-1: Sewer Improvements
® Water and Sewer Cost Estimates
® Exhibit B: Paving Improvements
® Paving Cost Estimate
® Exhibit B-1: Storm Drain Improvements
® Storm Drain Cost Estimate
® Exhibit C: Street Lights and Signs Improvements
® Street Lights and Signs Cost Estimate
(Remainder of Page Intentionally Left Blank)
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 10 of 11
ATTACHMENT"1"
Changes to Standard Agreement
Community Facilities Agreement
City Project No. 101808
None.
City of Fort Worth,Texas
Standard Community Facilities Agreement-Northstar Parkway
CFA Official Release Date:02.20.2017
Page 11 of 11
004243
DAP-BID PROPOSAL
Page I of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification Unit of Bid Unit Price Bid Value
Item No Section No. Measure Quantity
UNIT 1:WATER IMPROVEMENTS
1-1 3311.0141 6"Water Pipe 33 11 12 LF 20 $25.00 $500.00
1-2 3311.0241 8"Water Pipe 33 1112 LF 1,400 $28.00 $39,200.00
1-3 3311.0441 12"Water Pipe 33 11 12 LF 157 $45.00 $7,065.00
1-4 3311.0541 16"Water Pipe 3311 12 LF 12,046 $68.00 $819,128.00
1-5 33123002 6"Gate Valve 33 1220 EA 1 5 $850.00 $4,250.00
1-6 3312.3003 8"Gate Valve 33 1220 EA 17 $975,00 $16,575.00
1-7 3312.3005 12"Gate Valve 33 1220 EA 1 $2,000.00 $2,000.00
1-8 3312.3006 16"Gate Valvew/vault 33 1220 EA 5 $14,500.00 $72,500.00
1-9 3312.1002 2"Combination Air Valve Assembly 33 1230 EA 2 $7,800.00 $l5fi00,00
1-10 3312,4211 24"x 12"Tapping Sleeve and Valve 33 1225 EA 1 $5,200.00 $5,200.00
1-11 3312,4212 24"x 16"Tapping Sleeve and Valve 33 1225 EA 1 $15,500.00 $1 5,500.00
1-12 13312.0117 Connect.to Existing 4"-12"Water Main 331225 EA 1 $500.00 $500.00
1-13 3312.0106 Connection to Existing 16"Water Main 33 1225 FA 1 $1,000.00 $1,000.00
1-14 3312.0001 Fire Hydrant 331240 EA 5 $3,400.00 $17,000,00
1-15 3311,0101 Ductile Iron Water Fittings w/Restraint 33 11 11 TON 12 $9.500.00 $1 14,000.00
1-16 3305,0109 Trench Safety 33 05 10 LF 13,623 $0.10 $1,362.30
1-17 3305,0116 Concrete Encasement for Utility Pipes 3305 10 CY 30 $125.00 $3,750.00
1-18 3312,2003 1"Water Service 33 12 10 FA 1 $850.00 $850,00
1-19 3312.2103 1-1/2"Water Set-vice 33 12 10 EA 1 $1,500.00 $1,500.00
1-20 347 1,0001 Traffic Control 347113 mo 3 $10,000.00 $30,000.00
1-21 9999,0010 30"Pipe Bare Linder RR Tracks 3471 13 LF 100 $350.00 $35,000,00
TOTAL UNIT 1:WATER IMPROVEMENT 4 $1,202,486.30
CITY OF FORT WORTH
STANDARD CONSTRUCTION 1111C.111CATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version April 2,2014 201708F.00 42 43-FINAL CONTRACT BID ITEMS-DAP NORTI-IsTAR PARKWAY IMPROVEMENTS-08-26-19
004243
DAP-BID PROPOSAL
Page 2 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification U.it:,t, Quantity
Unit Price Bid Value
Item No. Section No. Measure Quantity
UNIT II:SANITARY SEWER IMPROVEMENTS
2-1 3331,4115 8"Sewer Pipe 33 11 10 1,17 2,226 $28.50 $63,441,0C
2-2 3331,4116 8"Sewer Pipe,CSS Backfill 33 11 10 LF 301 $76.00 $22,876.00
2-3 9999.0001 8"Sewer Pipe,Concrete Encasement 33 11 10 LF 40 $96.00 $3,840,001
2-4 3331.4201 10"Sewer Pipe 33 11 10 LF 1,162 $32,00 $37,184.00
2-5 3331.4202 10"Sewer Pipe,CSS Backfill 33 11 10 LF 103 $98.00 $10,094.00
2-6 13331.4215 15"Sewer Pipe 33 11 10 LF 240 $51.00 $12,240.00
2-1 3319,1001 4'Manlolo 33 39 20 EA 14 $3,0X00 $42,000.00
2-8 33 39,100 2 4'Drop Manhole 3339 10 EA 1 $4,500.00 $4,500.00
2-9 3339.1003 4'Extra Depth Manhole 33 39 20 VF 25 $150.00 S3,750.0O
2-10 3331.3102 4"Sewer Service,Two-way cleanout 33 31 50 EA 2 $450.00 $900,00
2-11 3301.0002 Post-CCTV Inspection 330131 LF 4,072 $3,80 $15,47160
2-12 3301.0101 Manhole VaCULIm Testing 33 01 30 EA 15 $150.00 $2,250.00
2-13 33390001 Epoxy Manhole Liner 33 39 60 VF 15 $250,00 $3,750.00
2-14 3305.0109 Trench Safety 3305 10 LF 4,072 $0.10 $407.20
2-15 9999,0020 24"Pipe Bore under Northstar Parkway 33 11 10 LF 240 $380.001 $91,200.00
TOTAL UNIT 11:SANITARY SEWER IMPROVEMENT $313,905.80
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMINTI,DEVELOPER AWARDED PR OIECTS
Form Version Arid 2,2014 201708F-00 42 43-FINAL CONTRACT BID ITEMS-DAP NORTFISTAR PARKWAY IMPROVEMENTS-09-26-19
004243
DAP-BID PROPOSAL
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SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification I Unit� t' B,,d Unit Price Bid Value
Item No I Section No. I Measure Quantity
UNIT III:DRAINAGE IMPROVEMENTS
3-1 3305.0109 Trench Safety 3 305 10 LF 12,345 $0,50 $6,172,50
3-2 3341,0602 60"RCP,Class 111 3341 10 LF 425 $255.00_$108,375.013
3-3 3341,0502 54"RCP,Class 111 3341 10 LF 1,295 $205.0() $265,475.0()
3-4 3341.0409 49"RCP,Class 111 3341 10 LF 665 $170.00 $113,050.00
3-5 13341.0402 42"RCP,Class 111 3341 10 LF 105 $145.00 $15,225.00
3-6 3341,0403 42"RCP,Class IV 3341 10 LF 1,015 $1 60.00 $162,400.0C
3-7 3341.0319 36"RCP,Class 111 3341 10 LF too $11 0.0c $1 1,00U()
3-8 3341,0302 30 RCP,Class 111 33 41 10 LF 805 $85.00 $68,425.00
3-9 3341.0208 27"RCP,Class 111 3341 10 LF 85 $71.00 $6,035.00
3-10 3341.0205 24"RCP,Class 111 3341 10 LF 2,480 $67.00 $166,160.013
3-11 3341.0201 21"RCP,Class 111 3341 10 LF 1,695 $58.00 $98,31000
3-12 3341.1201 5'x3'BUX Culvert 3341 10 LF 185 $235.00 $43,475,00
3-13 3341.1202 5'x4'Box Culvert 3341 10 LF 105 $250.00 $26,250.00
3-14 3341*1302 6'x3'Box Culvert 3341 10 LF 190 $290.00 $55,1 00.0c
3-15 13341.1303 6'x4'Box Culvert 3341 10 LF 1,320 $310.00 $409,200.0C
3-16 3341.1303 6'x6'Box Culvert 3341 10 LF 1,035 $409.00 $423,31 5.00
3-17 3341.1501 8'x4p Box Culvert 3341 10 LF 260 $427.00 $111,020.6C
3-18 3341.2001 1 O'x4'Box Culvert 3341 10 LF 580 $564.00 $327,120.0C
3-19 3349.0001 4'Storm Junction Box 3349 10 EA 6 $4,600.00 $27,600,00
3-20 3349.0002 5'Storm Junction Box 3349 10 EA 8 $6,250,0C $50,000.00
3-21 13349.0003 6'Storm Junction Box 3349 10 EA 8 $10,500,00 $84,000.00
3-22 13349.0005 8'Storm Junction Box(JB-1-02)(FW) 3349 10 EA 8 $15,350.00 $122,800.00
3-23 3349.0006 14'x I O'Storin Junction Box .3349 10 EA 4 $26,500,00 $106,000.00
3-24 33490006 Storm Junction Structure(Discharge Str.JShL 113) 3349 10 EA 1 $5,250.00 $5,250.00
3-25 9999.0001 6'x 5'SAFETY END TREATMENT PIPE SET 33 49 20 EA 4 $13,500.00 $54,000.00
3-26 9999.0002 6'x YSAFETY END TREATMENT PIPE SET 33 49 20 EA 4 $11,500.00 $46,000.00
3-27 9999.0003 5'x 4'SAFETY END TREATMENT PIPE SET 33 49 20 EA 1 $10,250.00 $10,250.00
3-28 9999.0004 5'x YSAFETY END TREATMENT PIPE SET 33 49 20 EA 2 $10,250.00 $20,500.00
3-29 3349,4115 60"4:1 SAFETY HEADWALL,SET 33 49 40 EA 1 $7,500.00 $7,500.001
3-30 3349.4114 54"41 SAFETY HEADWALL,SET 33 49 40 EA 4 $6,500.00 $26,000.00
3-31 3349A]11 42"SLOPED END SECTION,SET 33 49 40 EA 2 $5,200.00 $10,400.00
3-32 3349.4109 36"SLOPED END SECTION,SET 33 49 40 EA 1 $4,800.00 $4,800.00
3-33 13349.4106 27"SLOPED END SECTION,SET 33 49 40 EA 1 $3,800,00 $3,800.00
3-34 3349.4105 24"HWL-CFI-FW-0 33 49 40 EA 3 $3,800.00 $11,400,00
3-35 3349,4104 21 SETP-CD TXDOT 4:1 33 49 40 EA 2 $2,800.00 S5,600.00
3-36 3349.6001 10 Recessed Curb Inlet- 33 49 20 EA 1 $4,200.00 $4,200.00
3-37 3349.6002 15'Recessed Curb Inlet 33 49 20 EA 8 $5,200,00 $41,600.00
3-31 3349*6113 21'R,,,,,el Curb Intel 33 49 20 EA 21 $8,250,00 $173,250.0C
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTI,DEVELOPER AWARDED PIOIECTI
Fonn Version April 2,2014 201708F-00 42 43-FINAL CONTRACT BID ITEMS-DAP NORTI ISTAR PARKWAY IMPROVEMENTS-08-26-19
004243
DAP-BID PROPOSAL
Page 4 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification Unit of Bid Unit Price Bid Value
Item No, Section No. Measure Quantity
3-39 3349.6004 30'Recessed Curb Inlet 33 49 20 CA 1 $10,500.00 $10,500.00
3-40 3137.0100 Heavy Stone,Riprap,dry(24"/12") 31 3700 Sy 2,000
$105.00 $2 1 0,000.00
3-41 3137,0101 Concrete Riprap 31 3700 Sy 210 $75.00 $15,750.00
3-42 9999.0005 TxDOT Parallel Headwall(PW) 33 49 20 EA 1 $32,350,00 $32,350,00
3-43 9999,0006 24"TxDOT Headwall(CH-FW-0) 33 49 20 EA 1 $4,500.00 $4,500.00
3-44 3349,5000 10'Recessed Curb Inlet(Bottom Only) 33 49 20 EA 2 $2,500.00 $5,000.00
3-45 .3349.5000 15'Recessed Curb Inlet(Bottom Only) 33 49 20 EA 2 $4,500.00 S9,000.00
3-46 3349.5000 20'Recessed Curb fillet(Bottom Only) 33 49 20 EA 12 $5,000.00 $60,000.00
3-47 3349.6004 30'Recessed Curb Inlet(Bottom Only) 33 49 20 EA 2 $6,500.00� $13,000.00
TOTAL UNIT III:DRAINAGE IMPROVEMENT $3,591,157.50
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version April 2,2014 101708F-00 42 43-FINAL CONTRACT BID ITEMS-DAP NORTHSTAR PARKWAY IMPROVEMENTS-08-26-19
004243
DAP-BID PROPOSAL.
Page 8 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification Unit of Bid Unit Price Bid Value
Item No. Section No. Measure Quantity
Bid Summary
UNIT 1:WATER IMPROVEMENTS $1,202,480.30
UNIT 11:SANITARY SEWER IMPROVEMENTS $313,905.80
UNIT III: DRAINAGE IMPROVEMENTS $3,591,157.50
UNIT IV: PAVING IMPROVEMENTS
UNIT V:STREET LIGHTING IMPROVEMENTS
1 Total Construction Bid l $5,107,543.60
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 160days calendar days after the date when the
CONTRACT commences to run as provided in the General Conditions,
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DIVFI.OPIR AWARDED PROJECTS
Form Version April 2,2014 201708F-00 42 43-FINAL CONTRACT BID ITEMS-DAP NORT14STAR PARKWAY IMPROVEMENTS-08-26-19
004243
DAP-BIDPROPOSAL
Page 5 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Specification Unit,�fB Unit Price Bid Value
'd Item No. Description Section No. I mea,"', Q anlit,
UNIT IV:PAVING IMPROVEMENTS
4-1 3213,0102 7"Cone Pvmt (Bates Ashton) 32 13 13 SY 3,454 $40.09 $138,470.86
4-2 3211.0501 8" Lime Treatment 32 11 29 SY 3,699 $3.04 $11,2 A 4.96
4-3 3211,0400 Hydrate Lime 32 11 29 TN 56 $151.63 $8,491,28
4-4 32110105 10"Cone Pvnit(Sendara Ranch) 32 13 13 Sy 2898 $57.14 $165,591.72
4-5 13211.0502 8"Lime Treatment 32 11 29 SY 3105 $2.85 $8,849,25
4-6 3211,0400 Hydrate Lime 32 11 29 TN 47 $151.63 $7,12661
4-7 32 13.0104 9"Conc Pvmt (Northstar Parkway) 32 13 13 SY 43642 $45.20 $1,972,618.4(�
4-8 3211 0502 8"Lime Treatment 32 11 29 SY 46501 $2.17 $100,907.17
4-9 32 11.0400 Hydrate Lime 32 11 29 TN 698 $151.63 $105,83T74
4-10 3213,0102 7"Cone Pvmt (Residental Street Extensions) 32 13 13 SY 606 $40.09 $24,2945
4-11 32 11.0501 8"Lime Treatment 32 11 29 SY 684 $3.04 $2,07936
4-12 3211,0400 Hydrate Lime 32 11 29 TN 11 $151.63 $1,66793
4-13 32 110302 2"Asphalt Pvmt Type D 32 12 16 SY 1067 $1197 $13,83899
4-14 3212.0501 4"Asphalt Pvmt Type B 32 12 16 SY 1067 $19.58 $20,89 1.86
4-15 3211.0501 6"Lime Treatment 3211 29 SY 1192 $330 $3,933.60
4-16 3211.0400 Hydrate Lfi= 32 11 29 TN 18 $173.33 $3,119.94
4-17 32110301 4"Concrete Sidewalk (6'Width) 32 1320 SF 16,818 $5.27 $88,630.86
4-18 3213,0301 4"Concrete Sidewalk (I O'Width) 32 1320 SF 1051,410 $5.27 $555,51070
4-19 3213.0506 Barrier Free Ramp-Type P-I(MOD.) 32 1320 EA 22 $1,630.74 $35,876,28
4-20 3213.0506 Barrier Free Ramp-Type P-1 32 1320 EA 14 $1,630.74 $22,830.36
4-21 3213,0502 Barrier Free Ramp-Type U-1 32 1320 EA 6 $2,115.50 $12,693.00
4-22 13213.0401 6"Cone.Driveway Pvmt. 32 1320 SY 20 $76.20 $1,524.00
4-23 99990040 Gravel Drive Transition 321320 SY 614 $18.26 $11,211.64
4-24 0241 0402 Existing Asphalt Pvmt,Removal 33 49 40 SF 35,913 $1.43 $51,355.59
4-25 0241.0401 Existing Conc.Pvrnt Removal 334940 SY 1,396 $18.74 $26,161 04
4-26 9999.0041 Misc.Pavernent Words and Arrows 33 49 40 EA 2 $504.53 $1,009,06
4-27 3217.0004 4"White Dash Striping 33 49 40 LF 10 $1.25 $1?.00
4-28 1 3217.0203 8"White Solid Striping 33 49 40 LF 1,784 $2.50 $4,460.00
4-29 3217.0105 Crosswalk 33 49 40 LF 294 $10.00 $2,940.00
4-30 32170002 4"Yellow Solid 33 49 40 LF 7,275 $1.25 $9,093.75
4-31 3217 0201 Gore Striping-8"White Solid Striping 33 49 40 LF 513 $2.50 $1,28150
4-32 3217,0001 Gore Striping-4"White Solid Striping 33 49 40 LF 1,624 $2.50 $4,060.00
4-33 9999.0042 Miscellaneous Traffic and nd Directions Signs(Refer to 3441 30 EA 68 $500.00 $34,000.00
Sheet 70 for list of signs)(NON-DECOR) $3,000.00
4-34 9999.0043 Washington Style Sign Post 3441 30 EA 3 $1,0000
4-35 9999.0044 Street Name Blades for Street Inters,(Washington) 3441 30 EA 10 $1,000001 $10,000,00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS,DEVELOPER AWARDED PROJECTS
Form version April 2,2014 201708F-00 42 43-FINAL CONTRACT BID ITEMS-DAPNORTFISTAR PARKWAY IMPROVEMENTS-0-26-19
004243
DAP-BID PROPOSAL
Page 6 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTnSTAR PARKWAY IMPROVEMENTS 1PRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification Unit of Bid Unit Price Bid Value
Hen,No Section No. Measure Quantity
4-36 9999.0045 Street Name Blades for Street Intersections(D3-1) 3441 30 EA 16 $244.13 $3,906,08
4-37 9999.0046 Street barricade(street dead ends) 31 3600 LF 1140 $28.85 $32,889,00
4-38 3213.0301 4"Concrete Sidewalk (5'Width) 32 1320 SF 1,325 $5.27 $6,982.75
4-39 9999.0047 DetectableWariiiiigscgRailroad Crossing 33 49 40 SF 64 $27.501 $1,760,00
TOTAL UNIT IV:PAVING IMPROVEMENTS $3,610,152.821
CITY 01:FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version April 2,2014 201708F-00 42 43-FINAL CONTRACT BID ITEMS-DAP NORTHSTAR PARKWAY IMPROVEMENTS-08-26-19
004243
DAP-BID PROPOSAL
Page 8 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
UNIT PRICE BID Bidder's Application
Project Item information Bidder's Proposal
Bidlist Description Specification Unit,1 B,1 Unit Price Bid Value
Item No Section No. Measure Quantity
Bid Summary
UNIT 1:WATER IMPROVEMENTS
UNIT II: SANITARY SEWER IMPROVEMENTS
UNIT III: DRAINAGE IMPROVEMENTS
UNIT IV: PAVING IMPROVEMENTS $3,510,152.82
UNIT V:STREET LIGHTING IMPROVEMENTS
Total Construction Bid l $3,510,152.82
4!
Contractor agrees to coinplete WORK for FINALACCEPTANCE within days ay's calendar days after the date when the
CONTRACT commences to run as provided in the General Conditions.
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version April 2,2014 201708F-00 42 43-FINAL CONTRACT BID ITEMS-DAP NORTFISTAR PARKWAY IMPROVEMENTS-08-26-19
004243
DAP-BID PROPOSAL
Page 7 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/20/2019
NORTHSTAR PARKWAY IMPROVEMENTS IPRC No.: 18-0059
C.P.No.: 101808
KNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification Unit of Bid Unit Price Bid Value
fItem No. Section No. I Measure Quantity
1
UNIT V:STREET LIGHTING IMPROVEMENTS
9999.0050 Install-Holophane-Type 18 Pole-40'with Truss
5-1 Type 33A, Luminaire(two)Heads 11 AT132-40BLEDEI0-MVOLT- 34 41 20 EA 62 $650.00 $40,300.00
R2-3K-MP-NL-RFD
9999.0051 Install-Holophane-Type 18 Pole-40'with Truss
5-2 Type 33A, Luminaire(single)Head II ATB2-40BLEDEI O- 34 41 20 EA 1 $650.00 $650.00
M V OLT-R2-3 K-MP-NL-RFD
5 3 9999.0052 Install-Holophane-Type 8 Pole,32.5'with Luminaire 34 41 20 EA 5 $500.00 $2,500.00
Heads It ATBO-20BLEDE70-MVOLT-R2-NL-P70SH
9999 0053 Install-Holophane-Columbia Aluminum Pole,
5-4 Washington-14.5'Luminaire WFCL2-070HO-30K-AS-BK-L5- 3441 20 EA 4 $2,000.00
RFD-AO-H-PCS $500.00
5-5 3441,3303 FumishlInstall Rdwy Ilium Foundation-TYPE 3 3441 20 EA 63 $1,250.00 $78,750.00
5-6 3441.3303 Furnish/Install Rdwy Ilium Foundation-TYPE 2 34 41 20 EA 5 $1,250.00 $6,250.00
5-7 13441.3303. Furnish/histall Rdwy Ilium Foundation-TYPE 7 3441 20 EA 4 1 $950.00 $3,400.00
5-8 2605.3015 Furnish/Install 2-Inch Conduit PVC SCH 80(T) 260533 LF 13631 $9.00 $122,679.00
5-9 3441,3401 Fumish,Znstall g 10 Copper Electric Conductor 3441 10 CLF 13631 $2.501 $34,077.50
5-10 3441.1501 Fumishtlnstall Ground Box Type B 3441 10 EA 13 $500 00 $6,500 00
TOTAL UNIT V:STREET LIGHTING IMPROVEMENTS $297,106.50
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS
Form Version April 2,2014 201708F-00 42 43-FINAL CONTRACT BID ITEMS-DAP NORTHSTAR PARKWAY MIPRO VEMENTS-08.26-19
DAP-BID PROPOSAL
Page 8 of 8
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM CONTRACT 8/2012019
NORT11STAR PARKNVANANIPROVEMENTS 1PRC No.: 18-0059
C.P.No,: 101808
UNIT PRICE BID Bidder's Application
Project Item IntbrMation Bidder's Proposal
Bid;ist Specification Unit
Item No Section No.Description Unit Nice Bid Value
'vleasure Quantity
Bid Summary
UNIT 1:WATER IMPROVEMENTS
................
fi UNIT IL SANITARY SEWER IMPROVEMENTS
UNIT lll� DRAINAGE IMPROVEMENTS
UNIT IV: PAVING IMPROVEMENTS
UNIT V:STREET LIGHTING IMPROVEMENTS $297,106,50
Total Construction Sid l $297,106.50
60days calendar clays after the date when the
CONTIRM.-Ir conitnences to run as provided in the General Conditions.
CITY OF FORT WORTH
STANDARD CONSTRUCI!ON SPECIFICATION DO(`1,T11F.\TS-DEVELOVS.R AWARDED PROXCTS
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Developer and Project Information Cover Sheet:
Developer Company Name: 170 NORTHSTAR RANCH DEVELOPER,INC.
Address, State,Zip Code: 3045 LACKLAND ROAD,FORT WORTH,TEXAS 76116
Phone&Email: (817)717-7133,fleet@lacklandholdings.com
Authorized Signatory,Title: TIMOTHY H.FLEET,PRESIDENT
Project Name and Brief NORTHSTAR PARKWAY IMPROVEMENTS
Description: STREET
Project Location: NORTH FORT WORTH,ETJ
Plat Case Number: FP18-091 Plat Name: NORTHSTAR PARKWAY
Mapsco: 4F-5J Council District: #7 City Project Number: 101808
CFA Number: CFA 19-0014 DOE Number: N/A
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 1 of 12
ESCROW AGREEMENT
This ESCROW AGREEMENT ( "Agreement"), entered into by and among 170
NORTHSTAR RANCH DEVELOPER,INC., ("Developer"),the CITY OF FORT WORTH,
a Texas home-rule municipal corporation ("Fort Worth") and SIMMONS BANK, an Arkansas
State Bank("Escrow Agent") is to witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for NORTHSTAR PARKWAY (CFA#19-0014, DOE# N/A, CFA #101808 City
Secretary No. ,) in the City of Fort Worth, Tarrant County, Texas (the "CFA"); and
WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance
bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the
"Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with
all requirements,terms, and conditions of the CFA(the"CFA Obligations"); and
WHEREAS, City staff have determined that the amount of this Escrow Agreement is
adequate financial security to guarantee satisfactory compliance by the Developer with all CFA
Obligations; and
WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to
escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent,
in complete satisfaction of the obligation to submit the Financial Security to secure the
performance of the CFA Obligations.
NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and
other good and valuable consideration,the receipt, sufficiency and adequacy of which are hereby
acknowledged,the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS.
For the purposes of this Agreement, unless the context otherwise clearly requires, the
following terms shall have the following meanings:
"Security Funds"shall mean the cash deposit of ELEVEN MILLION ONE HUNDRED
FORTY THREE THOUSAND FIVE HUNDRED THREE DOLLARS AND SIXTY
FIVE CENTS,($ 11,143,503.65),which sum represents one hundred twenty-five percent
(125%) of the estimated Developer's cost of constructing the CFA Obligations (the
"Estimated Developer's Cost").
"Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance
designed to secure the repayment of indebtedness or the satisfaction of any other obligation
to a third party not a party of this Agreement.
SECTION 2. SECURITY FUNDS.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 2 of 12
As financial security for the full and punctual performance of the CFA Obligations,
Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth
a security interest in the Security Funds and all rights and privileges pertaining thereto with the
exception of the interest income to be derived therefrom (which interest income shall remain the
property of Developer and shall be distributed by Escrow Agent in accordance with Developer's
periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set
forth. The security interest granted and the assignments made hereunder are made as security only
and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect
or modify, any obligation of Developer with respect to the CFA Obligations or any transaction
involving or giving rise therefrom.
SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS.
Concurrently with the execution of this Agreement, Developer shall have delivered to and
deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow
Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent
for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent.
Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds
remaining in its possession to Developer (or take such other action as Developer may request or
direct) within two (2)business days after receipt of written notice from Fort Worth that the CFA
Obligations have been fully performed. During such time as Escrow Agent has possession of the
Security Funds, Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort
Worth) written acknowledgments signed by an officer of Escrow Agent detailing the amount of
the Security Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow
Agent's notwithstanding any terms or understandings (written or otherwise) between Developer
and Escrow Agent.
SECTION 4. COVENANTS.
(a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will:
(i) from time to time execute and deliver to Fort Worth all such assignments,
certificates, supplemental writings, and other items and do all other acts or
things as Fort Worth may reasonably request in order to evidence and perfect
the security interest of Fort Worth in the Security Funds;
(ii) furnish Fort Worth with information which Fort Worth may reasonably request
concerning the Security Funds;
(iii) notify Fort Worth of any claim, action, or proceeding affecting title to the
Security Funds or Fort Worth's security interest(s)therein; and
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 3 of 12
(iv) adjust the Security Funds to an amount equal to the actual contract price,
including revisions thereto, if the original Security Funds were based on an
engineer's estimate of costs.
(b) Negative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will not:
(i) assign or transfer any rights of Developer in the Security Funds; or
(ii) create any Lien in the Security Funds,or any part thereof,or permit the same to
be or become subject to any Lien except the security interest herein created in
favor of Fort Worth.
SECTION 5. EVENTS OF DEFAULT.
Developer shall be in default under this Agreement only upon the happening of any of the
following events (a"Default"):
(a) default in the timely payment for or performance of the CFA Obligations after written
notice thereof has been given to Developer and Escrow Agent and such default is not
cured within seven(7)days after such notice;
(b) any affirmative or negative covenant is breached by Developer.
SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upon the occurrence of a Default, Fort Worth shall have the right to direct
Escrow Agent to transfer to Fort Worth all of the Security Funds. Escrow Agent is
hereby authorized to transfer the Security Funds within two(2)business days upon the
receipt of a written statement purporting to be executed by an authorized representative
of Fort Worth stating that:
(i) a Default by Developer has occurred related to the CFA Obligations;
(ii) written notice of such Default has been given by Fort Worth to Developer and
Escrow Agent and such Default was not cured within seven (7) days after
delivery of such notice; and
(iii) Fort Worth is entitled to have the Security Funds transferred in accordance with
the Agreement.
(b) Notices.Any notice required or permitted to be given to any party hereto shall be given
in writing, shall be personally delivered or mailed by prepaid certified or registered
mail to such party at the address set forth below, and shall be effective when actually
received.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 4 of 12
To Developer:
170 NORTHSTAR RANCH DEVELOPER,INC.
Attention: TIMOTHY H. FLEET
3045 LACKLAND ROAD
FORT WORTH,TEXAS 76116
To: Escrow Agent:
SIMMONS BANK, an Arkansas State Bank,
Attention: JORDAN SENOR
2200 WEST 7TH STREET
FORT WORTH,TEXAS 76102
To: City of Fort Worth
City Of Fort Worth
Attn: City Treasurer
200 Texas Street
Fort Worth, TX 76102
With a copy to:
City of Fort Worth
Attn: CFA Administration
200 Texas Street
Fort Worth, TX 76102
Any party may change its address for notice by giving all other parties hereto notice to such
change in the manner set forth in this Section no later than ten(10) days before the effective date
of such new address.
SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES.
If the Developer fails to perform its obligations under the CFA, Fort Worth's sole and
exclusive remedy shall be to complete the obligations of Developer at Developer's expense. In
furtherance of such sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set
forth in Section 6 hereof.
SECTION 8. SUBSTITUTION OF COLLATERAL.
Notwithstanding any contrary provision in this Agreement,Developer shall have the right,
at any time and from time to time, to obtain releases of all or any part of the Security Funds
(hereinafter called the "Released Collateral")upon satisfaction of the following conditions:
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 5 of 12
(a)Developer shall provide Fort Worth and Escrow Agent written notice(the"Substitution
Notice") that the Developer desires to obtain Released Collateral in exchange for a
contemporaneous substitution of an alternate Financial Security acceptable to Fort
Worth(as specified and described in the Substitution Notice); and
(b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort
Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted
Collateral") which Substituted Collateral shall in the aggregate be at least equal to the
Estimated Developer's Cost; and
(c) Said Substituted Collateral shall be of sufficient amount(s)to cover all work which has
occurred prior to the substitution of collateral provided for in this Section.
Upon satisfaction of the above-specified conditions, Escrow Agent shall be authorized
(without the further consent of Fort Worth)to return to Developer the original Security Funds in
Escrow Agent's possession that represent or evidence the Released Collateral or take such other
action with respect to the Released Collateral as Developer may request or direct.Developer shall
pay the expenses incurred by Escrow Agent In connection with obtaining each such release and
substitution.
SECTION 9 REDUCTIONS IN SECURITY FUNDS.
(a) Notwithstanding any contrary provision in this Agreement, Developer shall have the
right to reductions in the Security Funds(hereinafter called a"Reduction in the Security
Funds"), in accordance with this Section 9.
(b) Developer may request a Reduction in the Security Funds only if the initial term of the
CFA is more than four(4)months.
(c) Developer may make no more than two (2)Reductions in the Security Funds.
(d) The first Reduction in the Security Funds may only be made after:
(i) One-third of the value of Community Facilities being constructed pursuant to
the CFA have been verified by the City's inspectors to have been constructed in
accordance with the engineering plans; and
(ii) The City has received an affidavit and release of lien executed by the contractor
indicating that the contractor has been paid by the Developer and the contractor
has paid all subcontractors and material suppliers for one-third of the value of
the Community Facilities being constructed pursuant to the CFA.
(iii) After the City has confirmed that one-third of the Community Facilities have
been constructed in accordance with the engineering plans and the City has
received an affidavit and release of lien from the contractor in the amount of
one-third of the value of the Community Facilities being constructed pursuant
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 6 of 12
to the CFA,then the Security Funds may be reduced in an amount that does not
exceed one-third of the amount of the Security Funds.
(e) The second Reduction in the Security Funds may only be made after:
(i) Two-thirds of the value of Community Facilities being constructed pursuant to
the CFA have been verified by the City' s inspectors to have been constructed
in accordance with the engineering plans; and
(ii) The City has received an affidavit and release of lien executed by the contractor
indicating that the contractor has been paid by the Developer and the contractor
has paid all subcontractors and material suppliers for two-thirds of the value of
the Community Facilities being constructed pursuant to the CFA.
(iii) After the City has confirmed that two-thirds of the Community Facilities have
been constructed in accordance with the engineering plans and the City has
received an affidavit and release of lien from the contractor in the amount of
two-thirds of the value of the Community Facilities being constructed pursuant
to the CFA,then the financial guarantee may be reduced in an amount that does
not exceed two-thirds of the amount of the financial guarantee if more than
thirty calendar days have passed since the first reduction in the financial
guarantee.
(f) The Developer must pay the CFA amendment fee to the City before a Reduction in the
Security Funds will be authorized by the City.
(g) City, Developer and Escrow Agent will execute an amendment to this Agreement to
authorize a Reduction in the Security Funds.
SECTION 10. NON-ASSIGNABILITY OF FORT WORTH'S RIGHTS.
The rights,powers,and interests held by Fort Worth hereunder in and to the Security Funds
may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or
assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds.
SECTION 11. NO WAIVER.
No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other
subsequent Default. No delay or omission by Fort Worth in exercising any right or power
hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any
single or partial exercise of any such right or power preclude other or further exercise thereof.
SECTION 12. BINDING EFFECT.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 7 of 12
This Agreement shall be binding on the parties,their successors and assigns.No provision
of this Agreement may be amended, waived, or modified except pursuant to a written instrument
executed by Fort Worth, Escrow Agent and Developer.
SECTION 13. CHOICE OF LAW.
This Agreement is to be construed and interpreted in accordance with the laws of the State
of Texas.
SECTION 14. COUNTERPARTS.
This Agreement may be executed in any number of multiple counterparts and by different
parties on separate counterparts,all of which when taken together shall constitute one and the same
agreement.
SECTION 15. INDEMNITY.
Developer hereby agrees to release,hold harmless,and indemnify Escrow Agent(and
its directors, officers, employees, agents and representatives) from and against all claims,
damages,expenses,costs,suits and other liability of any kind whatsoever that arise out of or
are directly or indirectly related to the performance by Escrow Agent of its duties hereunder
except for the gross negligence or willful misconduct of Escrow Agent or its directors,
officers, employees, agents or representatives and Developer hereby agrees to release, hold
harmless,and indemnify Fort Worth(and its respective directors,officers,employees,agents
and representatives) from and against all claims, damages, expenses, costs, suits and other
liability of any kind whatsoever that arise out of or are directly or indirectly related to any
actions or inaction by Fort Worth with respect to this Agreement.
SECTION 16. PAYMENT OF ESCROW FEES
Developer will be responsible for the payment of all fees to Escrow Agent associated with
this Agreement.
SECTION 17. ESCROW AGENT DUTIES
a. Duties Limited. The Escrow Agent shall perform only the duties expressly set forth
herein and no further duties or responsibilities shall be implied. The Escrow Agent
shall have no liability under and no duty to inquire as to the provisions of any
agreement other than this Agreement. The Escrow Agent shall have no duty to
solicit any funds that may be required to be deposited hereunder with Escrow
Agent.
b. Reliance. The Escrow Agent may rely upon, and shall be protected in acting or
refraining from acting upon, any written notice, instruction or request furnished to
it hereunder and believed by it to be genuine and to have been signed or presented
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 8 of 12
by the proper party or parties. The Escrow Agent shall be under no duty to inquire
into or investigate the validity, accuracy or content of any such document.
C. Good Faith. The Escrow Agent shall not be liable for any action taken or omitted
by it in good faith except to the extent that a court of competent jurisdiction
determines that the Escrow Agent's negligence, gross negligence or willful
misconduct was the primary cause of any loss to Fort Worth or Developer. The
Escrow Agent may execute any of its powers and perform any of its duties
hereunder directly or through agents or attorneys (and shall be liable only for the
careful selection of any such agent or attorney) and may consult with counsel,
accountants and other skilled persons to be selected and retained by it.
d. Adverse Claim; Interpleader. If there is any disagreement or dispute in connection
with this Agreement or the subject matter hereof, or in the event of adverse or
inconsistent claims or demands upon,or inconsistent instructions to,Escrow Agent,
or if Escrow Agent in good faith is in doubt as to what action to take pursuant to
this Agreement,Escrow Agent may, at its election,refuse to comply with any such
claims, demands, or instructions, or refuse to take any other action pursuant to this
Agreement until:
(i) the rights of all persons involved in the dispute have been fully and finally
adjudicated by a court of competent jurisdiction; or
(ii) all disputes have been resolved between the parties involved, and Escrow
Agent has received written notice thereof satisfactory to it from all such persons. Without
limiting the generality of the foregoing, Escrow Agent may, at its election, institute an
action for interpleader and deposit the Escrow Fund or any portion thereof into the registry
of a court of competent jurisdiction in Tarrant County, Texas, or commence judicial
proceedings for declaratory judgment, and Escrow Agent shall be entitled to recover from
Developer, its attorneys' fees and costs in connection with any such interpleader or
declaratory judgment action. Anything in this Agreement to the contrary notwithstanding,
in no event shall the Escrow Agent be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the
Escrow Agent has been advised of the likelihood of such loss or damage and regardless of
the form of action.
REMAINDER OF THIS PAGE INTENTIONALLY BLANK
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 9 of 12
ACCORDINGLY,the City of Fort Worth,Developer and:Escrow Agent have each caused
this instrument to be executed in quadruplicate in each entity's respective name by its duly
authorized signatories effective as of the date executed by the City Manager or his/her designee.
CITY OF FORT WORTH DEVELOPER
170 NOR HSTAR RANCH DEVELOPER,
INC.
Am
Dana eurghdoff(O 18,2019
Dana Burghdoff nc�w H
Interim Assistant City Manager Tim H.Fleet(Oct 17,2019)
Name: TIMOTHY H.FLEET
Date: Oct 18,2019 Title: PRESIDENT
Approved at to Form &Legality: Date: Oct 17,2019
ESCROW AGENT
Richard A.McCracken(Oct 18,2019) _ SIMMONS BANE, an Arkansas State
Richard A. McCracken Bank
Sr. Assistant City Attorney
M&C No.N/A
Date: Tordan Senor
Jordan Senor(Oct 18,2019)
ATTEST: Name: JORDAN SENOR
s Title: VICE PRESIDENT
Date: Oct 18,2019
Mary Kayser(Oct 21,2019)
Mary J. Kayser
City Secretary "� ' ;'* Contract Compliance Manager
By signing I acknowledge that I am the
person responsible for the monitoring and
AS ' administration of this contract, including
ensuring all per'10111 ante and reporting
requirements.
Jennifer Ezernack on behalf of Janie Morales(Oct 18.20191
Janie S. Morales
Development Manager
City of Fort Worth,Texas
Escrow Pledge Agreement pEFJCIAL RECORD
CFA Official Release Date:07.01.2015 Revised 09.07.2JLE
Page 10 of 12 CITY SECRETARY
FT. WORTH,TX
ATTACHMENT "1"
Changes to Standard Agreement
Escrow Pledge Agreement
Section 3—change"immediately"to"within two (2)business days"
Section 6—change"immediately"to"within two (2)business days"
Section 10—change"NON-ACCESSIBILITY"to "NON-ASSIGNABILITY"
Add new section:
SECTION 17. ESCROW AGENT DUTIES
e. Duties Limited. The Escrow Agent shall perform only the duties expressly set forth
herein and no further duties or responsibilities shall be implied. The Escrow Agent
shall have no liability under and no duty to inquire as to the provisions of any
agreement other than this Agreement. The Escrow Agent shall have no duty to
solicit any funds that may be required to be deposited hereunder with Escrow
Agent.
f. Reliance. The Escrow Agent may rely upon, and shall be protected in acting or
refraining from acting upon, any written notice, instruction or request furnished to
it hereunder and believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Escrow Agent shall be under no duty to inquire
into or investigate the validity, accuracy or content of any such document.
g. Good Faith. The Escrow Agent shall not be liable for any action taken or omitted
by it in good faith except to the extent that a court of competent jurisdiction
determines that the Escrow Agent's negligence, gross negligence or willful
misconduct was the primary cause of any loss to Fort Worth or Developer. The
Escrow Agent may execute any of its powers and perform any of its duties
hereunder directly or through agents or attorneys (and shall be liable only for the
careful selection of any such agent or attorney) and may consult with counsel,
accountants and other skilled persons to be selected and retained by it.
h. Adverse Claim, Interpleader. If there is any disagreement or dispute in connection
with this Agreement or the subject matter hereof, or in the event of adverse or
inconsistent claims or demands upon,or inconsistent instructions to,Escrow Agent,
or if Escrow Agent in good faith is in doubt as to what action to take pursuant to
this Agreement,Escrow Agent may, at its election,refuse to comply with any such
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 9 of 12
claims, demands, or instructions, or refuse to take any other action pursuant to this
Agreement until:
(i) the rights of all persons involved in the dispute have been fully and finally
adjudicated by a court of competent jurisdiction; or
(ii) all disputes have been resolved between the parties involved, and Escrow
Agent has received written notice thereof satisfactory to it from all such persons. Without
limiting the generality of the foregoing, Escrow Agent may, at its election, institute an
action for interpleader and deposit the Escrow Fund or any portion thereof into the registry
of a court of competent jurisdiction in Tarrant County, Texas, or commence judicial
proceedings for declaratory judgment, and Escrow Agent shall be entitled to recover from
Developer, its attorneys' fees and costs in connection with any such interpleader or
declaratory judgment action. Anything in this Agreement to the contrary notwithstanding,
in no event shall the Escrow Agent be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the
Escrow Agent has been advised of the likelihood of such loss or damage and regardless of
the form of action.
City of Fort Worth,Texas
Escrow Pledge Agreement
CFA Official Release Date:07.01.2015 Revised 09.07.2017 ME
Page 10 of 12