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HomeMy WebLinkAboutContract 58755Received Date: 1/23/23 Received Time: 4:12 p.m. Developer and Project Information Cover Sheet: Developer Company Name: Velocis Mercantile JV, LP Address, State, Zip Code: 300 Crescent Court, Suite 850, Dallas, TX 75201 Phone & Email: 214-702-0217 1 paul.smith@velocis.com Authorized Signatory, Title: Paul R. Smith, Vice President Project Name: Mercantile Beach Brief Description: Water, Sewer, and Paving Project Location: NW Corner of N. Beach St. & Old Denton Rd. Plat Case Number: FP-22-184 Plat Name: Mercantile Center Addition — Lots 5 and 6, Block 9 Mapsco: 49V Council District: 4 CFA Number: 22-0149 City Project Number: 104306 1 IPRC22-0157 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 City Contract Number: 58755 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 Velocis Mercantile JV, LP, a Delaware limited partnership ("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, or causing the construction of, certain industrial improvements within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Mercantile Beach ("Project"); and WHEREAS, in connection with the Project Developer has submitted a final plat of the property, Mercantile Center Addition — Lots 5 and 6, Block 9 (FP-22-184); 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, or causing the construction of, 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 in accordance with state and local ordinances, rules and regulations, including all ordinances, rules and regulations of City, 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 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 2 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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 as such work relates to the Improvements or the Project. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: ® Exhibit A: Water ❑X Exhibit A-1: Sewer ® Exhibit B: Paving ❑ Exhibit B-1: Storm Drain ❑ Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement, and to cause the construction of the Improvements to 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 unconditional 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 City of Fort Worth, Texas Page 3 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("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 (3) years (the "Outside Completion Date"). The Improvements shall be deemed to be completed upon execution by the City of Notices of Project Completion (commonly referred to as a green sheet) for all of the Improvements. Notwithstanding the foregoing, the Term and Outside Closing Date shall each be extended, on a day -for -day basis, by the total number of days of Force Majeure. "Force Majeure" shall mean (a) fire, windstorm or other casualties beyond the control of the Developer, (b) strikes, lockouts or other labor disputes or actions which are not the fault of or specific to Developer, (c) government action or inaction with respect to the Project or the Improvements, including delays in issuing any required permits, notices to proceed or making inspections, emergency declarations connected with a pandemic or similar disaster circumstance, that (i) directly interrupts, delays or prohibits the development or construction of the Improvements, and (ii) is enacted following the commencement of construction of the Improvements, (d) adverse weather conditions of unusual duration, (e) changes in applicable state or local ordinances, rules or regulations after the commencement of construction of the Improvements which cause a delay in the construction of the Improvements, (f) delayed delivery of materials, volatile commodity prices or shortages in materials generally affecting the market, and (g) similar unanticipated events or circumstances beyond the control of Developer. 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 the Improvements have not been completed and accepted by the City by the Outside Completion Date. (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 Outside Completion Date, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction; provided, however, that the City may not utilize the Developer's Financial Guarantee if the Developer cures any such breach, insolvency or failure to pay costs of construction within thirty (30) days of receipt of written notice from City. City of Fort Worth, Texas Page 4 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 (c) Intentionally deleted. (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 mutual termination of this Agreement in writing; (b) that Developer will vacate any final plats for the Project that have been approved by the City and recorded with the county where the Project is located; and (c) that Developer will pay to the City any construction inspection service fees that have been charged to the project. 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements to contractors of Developer's choosing, in Developer's sole discretion, 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 as provided in Section 6 of this Agreement. 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 City of Fort Worth, Texas Page 5 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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, the issuance of which shall not be unreasonably withheld, conditioned or delayed. (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. 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 ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH 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 ANYCHARACTER, WHETHERREAL ORASSERTED, BROUGHTFOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, 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, City of Fort Worth, Texas Page 6 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGESARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES, EXCEPT TO THE EXTENT CAUSED BY THE CITY OF FORT WORTH'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (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 ACTUALLY 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 IN ACCORDANCE WITH THE PRELIMINARY PLANS, SPECIFICATIONS, AND ENGINEERING PLANS. 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied, to the extent assignable. 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 City of Fort Worth, Texas Page 7 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 DEVELOPER: Velocis Mercantile JV, LP 300 Crescent Court, Suite 850 Dallas, TX 75201 Attn: Paul R. Smith and Travis Gallivan With a copy to: Velocis Mercantile JV, LP 2828 N. Harwood St. Suite 1900 Dallas, TX 75201 Attn: Tony Creme Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. City of Fort Worth, Texas Page 8 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. City of Fort Worth, Texas Page 9 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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 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 City of Fort Worth, Texas Page 10 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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 entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be City of Fort Worth, Texas Page 11 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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 OR DEVELOPER'S EMPLOYEES. 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 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. City of Fort Worth, Texas Page 12 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 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 13 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 36. Cost Summary Sheet Project Name: Mercantile Beach CFA No.: 22-0149 City Project No.: 104603 IPRC No.: 22-0157 Ite ms A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Construction Cost (excluding the fees) Estimated Construction Fees: C. Construction Inspection Service Fee D. Administrative Material Testing Service Fee E. Water Testing Lab Fee Total Estimated Construction Fees: Financial Guarantee Ontions_ choose one Developer's Cost $ 159,069.00 $ 94,489.00 $ 253,558.00 $ 56,366.37 $ 56,366.37 $ 309,924.37 $18,750.00 $1,225.00 $390.00 $ 20,365.00 Choice Amount (Mark one) Bond = 100% $ 309,924.37 X Completion Agreement = 100% / Holds Plat $ 309,924.37 Cash Escrow Water/Sanitary Sewer= 125% $ 316,947.50 Cash Escrow Paving/Storm Drain = 125% $ 70,457.96 Letter of Credit = 125% $ - Escrow Pledge Agreement = 125% $ 387,405.46 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 Page 14 of 17 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 T�� 3G��L�eLL Dana Bur¢hdoff (Jan 23, 20 11:07 CST Dana Burghdoff Assistant City Manager Date: Jan 23, 2023 Recommended by: ofim "--e Dwayne Hollars (Jan 23, 2023 09:23 CST) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard A. McCracken (Jan 23, 2023 09:29 CST) Richard A. McCracken Sr. Assistant City Attorney IU(eTo\� Date: Jan 23, 2023 Form 1295: 4d�noogn 0 .p-oo . op ATTEST: p o I o o�'=v P�Q* °°° °°° *�a % S2vxa da4� nEXA?o4p Jannette S. Goodall City Secretary City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 DEVELOPER VELOCIS MERCANTILE JV, LP a Delaware limited partnership By: VIF GP, LLC, a Delaware limited liability company its General Partner By: Paul Smith (Jan 23,202309:14 CST) Paul R. Smith Vice President Date: Jan 23, 2023 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. , A#\ Rebecca Diane Owen (Jan 23, 2023 09:24 CST) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 15 of 17 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment © Attachment 1 - Changes to Standard Community Facilities Agreement ❑ Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions © Location Map © Exhibit A: Water Improvements © Exhibit A-1: Sewer Improvements X❑ Exhibit B: Paving Improvements ❑ Exhibit B-1: Storm Drain Improvements ❑ Exhibit C: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 16 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104306 Negotiated changes are contained in the body of this Agreement. City of Fort Worth, Texas Page 17 of 17 Standard Community Facilities Agreement Rev. 9/21 4858-6320-4932v.5 WHICHHHTY HAP MEACHAM yl � `o � oP s� .�RPN PROJECT LOCATION z QwQ� ONNA 0 w Q Cn P 0 Y Q w Q DO LE E LONG TARRANT COUNTY MAPSCO TAR-049V VICINITY MAP (NOT TO SCALE) OWNER/DEVELOPER TONY CREME: KBC ADVISORS 2828 N. HARWOOD STREET DALLAS, TX 75201 4060 BRYANT IRVIN ROAD VICINITY MAP EXHIBIT Pacheco Koch FORT WORTH, TX 76109 817.412.7155 TX REG. ENGINEERING FIRM F-469 CITY PROJECT #104306 TX REG. SURVEYING FIRM LS-10008001 MERCANTILE BEACH INDUSTRIAL DEVELOPMENT LOCATED IN THE CITY OF FORT WORTH, TEXAS DRAWN BY I CHECKED BY SCALE DATE JOB NUMBER TARRANT COUNTY, TEXAS RDF HI N.T.S. 09/22/2022 1 2406-21.684 6 ;PROPOS�EDRIVATE PROPOSED PUBLIC E LOOP8" FIRELINE PROPOSED PRIVATE 2" NIRR. WATER SERVICE o 00 PROPOSED PRIVATE AUTOMATIC FLUSH VALVE PROPOSED PRIVATE 10" FIRELINE PROPOSED PRIVATE 8" FIRE LOOP LEGEND PROPOSED PUBLIC WATER LINE PROPOSED PRIVATE WATER LINE -12"-EXISTING 12" WATER Pacheco Koch FORT WORTH,BRYANX 7 ROAD FORT WORTH, TX 76109 817.412.7155 - TX REG. ENGINEERING FIRM F-469 TX REG. SURVEYING FIRM LS-10008001 DRAWN BY I CHECKED BY SCALE DATE JOB NUMBER RDF HPB 1"=500' 09/22/2022 1 2406-21.684 0 250 500 1000 GRAPHIC SCALE IN FEET PROPOSED PUBLIC 12" WATER MAIN CONNECT TO EXISTING 12" WATER LINE (X-18531) PROPOSED PRIVATE 2" IRR. WATER SERVICE PROPOSED PUBLIC °I FIRE HYDRANT PROPOSED PRIVATE 3" DOM. WATER SERVICE OWNER/DEVELOPER TONY CREME: KBC ADVISORS 2828 N. HARWOOD STREET DALLAS, TX 75201 WATER IMPROVEMENTS EXHIBIT CITY PROJECT #104306 MERCANTILE BEACH - INDUSTRIAL DEVELOPMENT LOCATED IN THE CRY OF FORT WORTH, TEXAS TARRANT COUNTY. TEXAS LEGEND • PROPOSED PUBLIC SEWER MANHOLE PROPOSED PUBLIC SEWER PROPOSED PRIVATE SEWER g" EXISTING 8" SEWER Pacheco Koch FORT WORTH,BRYANX 7 ROAD FORT WORTH, TX 76109 817.412.7155 TX REG. ENGINEERING FIRM F-469 TX REG. SURVEYING FIRM LS-10008001 DRAWN BY CHECKED BY SCALE DATE JOB NUMBER I I- HPB I 1"=500� 09/22/2022 2406-21.684 I 0 250 500 1000 GRAPHIC SCALE IN FEET XISTING 8" SEWER MAIN (X-18531) $� r PROPOSED 6" AUTOMATIC FLUSHING DEVICE PROPOSED PUBLIC 8" SEWER SERVICE PROPOSED PRIVATE 8" SEWER SERVICE V// OWNER/DEVELOPER TONY CREME: KBC ADVISORS 2828 N. HARWOOD STREET DALLAS, TX 75201 SEWER IMPROVEMENTS EXHIBIT CITY PROJECT #104306 MERCANTILE BEACH - INDUSTRIAL DEVELOPMENT LOCATED IN THE CRY OF FORT WORTH. TEXAS TARRANT COUNTY. TEXAS MATCHLINE A PROPOSED CONCRETE SIDEWALK LEGEND 0 PROPOSED CONCRETE SIDEWALK ® PROPOSED CONCRETE DRIVEWAY 0 30 60 120 GRAPHIC SCALE IN FEET MATCHLINE B I PROPOSED CONCRETE SIDEWALK W I � W � y W PROPOSED ♦ CONCRETE SIDEWALK PROPOSED DRIVEWAY � `/ I � pC QO 2 PROPOSED DRIVEWAY O I Z I MATCHLINE A MATCHLINE B OWNER/DEVELOPER TONY CREME: KBC ADVISORS 2828 N. HARWOOD STREET DALLAS, TX 75201 APacheco Koch FORT BRYANWORTH, IRVIN ROAD PAVING IMPROVEMENTS EXHIBIT FORT WORTH, TX 76109 817.412.7155 TX REG. ENGINEERING FIRM F-469 CITY PROJECT #104306 TX REG. SURVEYING FIRM LS-10008001 MERCANTILE BEACH INDUSTRIAL DEVELOPMENT LOCATED IN THE CITY OF FORT WORTH, TEXAS DRAWN BY I CHECKED BY SCALE DATE JOB NUMBER TARRANT COUNTY, TEXAS RDF HPB 1"=60' 09/22/2022 2406-21.684 00 42 43 DAP - BID PROPOSAL Page 1 of 4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT I: WATER IMPROVEMENTS 1 3311.0141 6" Water Pipe 33 11 10, 3311 12 LF 14 $60.00 $840.00 2 3311.0241 8" Water Pipe 3311 10, 3311 12 LF 23 $105.00 $2,415.00 3 3311.0441 12" Water Pipe 3311 10, 3311 12 LF 638 $125.00 $79,750.00 4 3311.0443 12" Water Pipe, Select Backfill 3311 10, 3311 12 LF 202 $135.00 $27,270.00 5 3312.2203 2" Water Service 33 12 10 EA 4 $3,456.00 $13,824.00 6 3305.0109 Trench Safety 33 05 10 LF 877 $1.00 $877.00 7 3312.3002 6" Gate Valve 33 12 20 EA 1 $2,345.00 $2,345.00 8 3312.3003 8" Gate Valve 33 12 20 EA 3 $2,789.00 $8,367.00 9 3312.3005 12" Gate Valve 33 12 20 EA 1 $5,125.00 $5,125.00 10 3311.0001 Ductile Iron Water Fittings w/ Restraint 3311 11 TON 1.9 $2,800.00 $5,320.00 11 13312.0117 Connection to Existing 4"-12" Water Main 33 12 25 EA 1 $750.00 $750.00 12 10241.1118 4"-12" Pressure Plug 0241 14 EA 1 $469.00 $469.00 13 3312.0001 Fire Hydrant 331240 EA 1 $6,148.001 $6,148.00 14 9999.0001 Automatic Flushing Device NS EA 1 $5,569.00 $5,569.00 TOTAL UNIT I: WATER IMPROVEMENTS1 $159,069.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Copy of 00 42 43_Bid Proposal DAP 00 42 43 DAP - BID PROPOSAL Page 2 of 4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT II: SANITARY SEWER IMPROVEMENTS 1 3331.4117 8" Sewer Pipe, Select Backfill 3305.0109 Trench Safety 3311 10, 3331 12, 3331 20 LF 130 $85.00 $11,050.00 2 33 05 10 LF 141 $1.00 $141.00 3 3339.1001 4' Manhole 33 39 10 EA 4 $12,458.00 $49,832.00 4 3339.0001 Epoxy Manhole Liner 33 39 60 VF 38 $325.00 $12,350.00 5 13305.0112 Concrete Collar 33 05 17 EA 2 $500.00 $1,000.00 6 3301.0002 Post -CCTV Inspection 3301 31 EA 141 $1.00 $141.00 7 3301.0101 Manhole Vacuum Testing 33 01 30 EA 6 $150.00 $900.00 8 0241.2201 Remove 4' Sewer Manhole 0241 14 EA 1 $1,250.00 $1,250.00 9 3331.4110 6" Sewer Pipe, Select Backfill 33 11 10, 33 31 12,3331 20 LF 11 $75.001 $825.00 10 3339.1004 4' Shallow Manhole 33 39 10, 33 39 20 EA 2 $8,500.00 $17,000.00 TOTAL UNIT II: SANITARY SEWER IMPROVEMEN[TSJ $94,489.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Copy of 00 42 43_Bid Proposal DAP 00 42 43 DAP - BID PROPOSAL Page 3 of 4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT IV: PAVING IMPROVEMENTS 1 Remove Gravel Driveway TxDOT Item 247 0241 15 SY 24 $16.13 $387.12 2 0241.1300 Remove Conc Curb&Gutter LF 180 $10.00 $1,800.00 3 3213.0301 4" Conc Sidewalk 32 13 20 SF 5267 $5.25 $27,651.75 4 3471.0001 Traffic Control 3471 13 MO 1 $1,500.00 $1,500.00 5 3213.0403 8" Concrete Driveway 32 13 20 SF 1492 $5.75 $8,579.00 6 13291.0100 Topsoil 3291 19 CY 10 $6.30 $63.00 7 3292.0100 Block Sod Placement 32 92 13 SY 85 $3.30 $280.50 8 3211.0501 6" Lime Treatment 3211 29 SY 250 $60.00 $15,000.00 9 3211.0400 Hydrated Lime 3211 29 TN 3.4 $325.00 $1,105.00 TOTAL UNIT IV: PAVING IMPROVEMENTS1 $56,366.37 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Copy of 00 42 43_Bid Proposal DAP 00 42 43 DAP - BID PROPOSAL Page 4 of 4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Description Specification Section Unit of Bid Unit Price Bid Value No. No. Measure Quantity Bid Summary UNIT I: WATER IMPROVEMENTS $159,069.00 UNIT II: SANITARY SEWER IMPROVEMENTS $94,489.00 UNIT IV: PAVING IMPROVEMENTS $56.366.37 Total Construction This Bid is submitted by the entity named below: BIDDER: BY: Tray Hardin Bob Moore Construction, Inc. 3611 William D Tate Ave zc�— L—zt�-, 1, Grapevine, TX 76051 TITLE: Vice P e dent DATE: Contractor agrees to complete WORK for FINAL ACCEPTANCE within 60 working days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Copy of 00 42 43_Bid Proposal DAP