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HomeMy WebLinkAboutContract 59254Received Date: Apr 19, 2023 Received Time: 3:15 p.m. Developer and Project Information Cover Sheet: Developer Company Name: PMB Ventana Developer South, LLC 4001 Maple Ave. Ste. 600 Dallas, Texas 75219 Address, State, Zip Code: Phone & Email: (214) 954-7019 1 taylor@pmbinv.com Authorized Signatory, Title: K. Taylor Baird, Vice President Project Name: Ventana Phase 7 Brief Description: Water & Sewer Project Location: Ventana Addition, Lot 1, Block 12 Plat Case Number: Plat Name: Mapsco: 86W Council District: 3 CFA Number: 23-0009 City Project Number: 104529 1 IPRC22-0218 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 25 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 59254 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 PMB Ventana Developer South, LLC ("Developer"), acting by and through its duly authorized representative. City and Developer are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Ventana Phase 7 ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. City of Fort Worth, Texas Page 2 of 25 Standard Community Facilities Agreement OFFICIAL RECORD Rev. 9/21 CITY SECRETARY FT. WORTH, TX 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: E Exhibit A: Water E Exhibit A-1: Sewer ❑ Exhibit B: Paving ❑ Exhibit 13-1: Storm Drain ❑ Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. A completion agreement will not be an acceptable form of financial guarantee for this Agreement. City of Fort Worth, Texas Page 3 of 25 Standard Community Facilities Agreement Rev. 9/21 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. City of Fort Worth, Texas Page 4 of 25 Standard Community Facilities Agreement Rev. 9/21 (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer -awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights -of -Way City of Fort Worth, Texas Page 5 of 25 Standard Community Facilities Agreement Rev. 9/21 Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, 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 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. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. City of Fort Worth, Texas Page 6 of 25 Standard Community Facilities Agreement Rev. 9/21 Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the construction of the Improvements, the City will reconcile the actual cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer must pay the difference to the City before the Improvements will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by the Developer, the City will refund the difference to the Developer. If the difference between the actual costs and the estimated payments made by the Developer is less than fifty dollars ($50.00), the City will not issue a refund and the Developer will not be responsible for paying the difference. The financial guarantee will not be released by the City or returned to the Developer until reconciliation has been completed by the City and any fees owed to the City have been paid by the Developer. 15. Material Testing The City maintains a list of pre -approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtain proof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand - delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: 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 DEVELOPER: PMB Ventana Developer South, LLC 4001 Maple Ave. Ste. 600 Dallas, Texas 75219 City of Fort Worth, Texas Page 7 of 25 Standard Community Facilities Agreement Rev. 9/21 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, 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. City of Fort Worth, Texas Page 8 of 25 Standard Community Facilities Agreement Rev. 9/21 Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review 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 City of Fort Worth, Texas Page 9 of 25 Standard Community Facilities Agreement Rev. 9/21 language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm 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 City of Fort Worth, Texas Page 10 of 25 Standard Community Facilities Agreement Rev. 9/21 Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'SEMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority 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. City of Fort Worth, Texas Page 11 of 25 Standard Community Facilities Agreement Rev. 9/21 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 25 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Ventana Phase 7 CFA No.: 23-0009 City Project No.: 104529 IPRC No.: 22-0218 Items 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 $ 41,927.00 $ 11,474.00 $ 53,401.00 $ 53,401.00 $7, 500.00 $245.00 $120.00 $ 7,865.00 Choice Amount (Mark one) Bond = 100% $ 53,401.00 Completion Agreement = 100% / Holds Plat $ 53,401.00 Cash Escrow Water/Sanitary Sewer= 125% $ 66,751.25 x Cash Escrow Paving/Storm Drain = 125% $ - Letter of Credit = 125% $ - Escrow Pledge Agreement = 125% $ 66,751.25 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 13 of 25 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 Dam &l44Lloff Dana Burghdoff (Ap 18, 20231 :11 CDT) Dana Burghdoff Assistant City Manager Date: Apr 18, 2023 Recommended by: 0M. Dwayne Hollars (Apr 17, 2023 08:55 CDT) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: 4K-2,, Richard A. McCracken (Apr 18, 2023 12:09 CDT) Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Date: Apr 18, 2023 Form 1295: N/A oovvaIlL �'� FopT9Pd ATTEST: � aaR nEop54p� Jannette S. Goodall City Secretary DEVELOPER PMB Ventana Developer South, LLC K. iay 8a� K. Taylor Baird Vice President Date: Apr 17, 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. 9(L d^ Rebecca Diane Owen (Apr 17, 2023 09:01 CDT) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 14 of 25 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment ® Attachment 1 - Changes to Standard Community Facilities Agreement ® Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions ® Location Map ® Exhibit A: Water Improvements ® Exhibit A-1: Sewer Improvements ❑ Exhibit B: Paving Improvements ❑ Exhibit B-1: Storm Drain Improvements ❑ Exhibit C: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 15 of 25 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104529 Negotiated changes within the body of the agreement City of Fort Worth, Texas Page 16 of 25 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "2" Phased CFA Provision City Project No. 104529 The Improvements being constructed by Developer pursuant to this Agreement will be served by and are dependent on the following projects which have not been fully constructed and accepted by the City: (a) Ventana Pumping Facility Expansion (City Project Number 103523; IPRC 22-0042); (b) Ventana 6A-1 (City Project Number 103631; IPRC 21-0105); and (c) Ventana 6A-2 (City Project Number 103437; IPRC 21-0103), each under separate Community Facilities Agreements (hereinafter the "Separate UAW') Therefore, this Agreement shall be considered a "Phased CFA" and the provisions contained in this section shall apply to this Agreement. The improvements being constructed by Developer under the Separate CFA's shall be defined as the "Parent Projects." The improvements being constructed by Developer under this Agreement shall be defined as the "Child Project." Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction Problems"). Construction Problems may include, but are not limited to: failure of the improvements to comply with the approved plans or City Specifications; failure of the improvements in the Parent Project and the Child Project to properly connect to each other; changes to the design or construction of the improvements in the Parent Project that impact the design and construction of the improvements in the Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of some or all of the improvements and Developer having to remove and reconstruct the improvements at Developer's expense. In addition, Developer understands and agrees that disputes may arise between Developer's contractors or their subcontractors relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors or disputes between contractors and subcontractors. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for Developer's decision to proceed with a Phased CFA. In order to assist Developer in proceeding to construction of the buildings for the project related to this CFA, the City has agreed to partially accept certain public infrastructure improvements in the Ventana Phase 6A-2 CFA as set forth in that agreement. The City will not issue building permits in association with the property that is the subject of this CFA until the following conditions are met: City of Fort Worth, Texas Page 17 of 25 Standard Community Facilities Agreement Rev. 9/21 1. The Partial Water Improvements and Partial Sewer Improvements as defined in the Ventana Phase 6A-2 CFA must be constructed and accepted by the City; 2. All Improvements in this Agreement must be constructed, all punch list items completed, passed all final inspections by the Water Department (including passing all CCTV reviews for the sewer line), and passed all testing; 3. The water meters identified in this Agreement have been released by the City for fire protection; and 4. A final plat for the property that is the subject of this Agreement must approved by the City and filed in the deed records. The water meters will be released for fire protection only, no domestic flow will be allowed until all the Parent Projects are constructed and accepted by the City and Improvements in this Agreement are constructed and accepted by the City. No building or structure that requires a fire flow greater than 1,000 gallons per minute will be allowed to be constructed until all the Parent Projects and all Improvements in this Agreement are fully constructed and accepted by the City. The notice to proceed to construction for the Improvements in this Agreement will not be issued by the City until the Partial Water Improvements and Partial Sewer Improvements in the Ventana Phase 6A-2 CFA have been constructed and accepted by the City. No private water or sewer plumbing can be connected to the Improvements being constructed pursuant to this Agreement until the Improvements being constructed pursuant to this Agreement have been constructed, all punch list items completed, passed all final inspections by the Water Department (including passing all CCTV reviews for the sewer line), and passed all testing. Developer shall ensure a minimum 1,000 gallons per minute at 20 psi is available prior to any storage or construction of combustible materials onsite for any building permit. No building permit shall be issued for any building exceeding 3,600 square feet. Combustible vertical construction will be allowed on one point of access, but a fire hydrant that provides at least 1,000 gallons per minute at 20 pounds per square inch pressure shall be located within 600-feet to all points of any building. Fire access roads, to be Orchard Way from its intersection with Jerry Dunn Parkway, shall not be obstructed in any manner, including parking of vehicles, and will meet the specifications listed in Section 503 of the City Fire Code. The Developer acknowledges and agrees that all building permits issued in accordance with the foregoing will have a hold placed on the final electrical inspection and the City will not release the hold on any of the building permits and no person shall be allowed to occupy any of the buildings until all the Parent Projects have been fully constructed and accepted by the City and all the Improvements in this Agreement have been fully constructed and accepted by the City. Acceptance by the City shall mean execution by the City's Assistant City Manager of the document commonly referred to as the green sheet. Developer understands and agrees that the partial acceptance of infrastructure in the Parent Projects and the issuance of building permits described herein is a one-time exception being made by the City to its normal processes and the Developer will not be allowed partial acceptance of any improvements on any other project in the future. City of Fort Worth, Texas Page 18 of 25 Standard Community Facilities Agreement Rev. 9/21 BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY AND ALL ECONOMIC DAMA GES PROPER TYL OSS, PROPER TYDAMAGESAND PERSONAL INJURY, (INCL UDING DEA TH), OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBYEXPRESSLYRELEASESAND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TOANYANDALL ECONOMICDAMAGES, PROPERTYLOSS, PROPERTY DAMAGE AND PERSONAL INJURY(INCLUDINGDEATH) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CFA. DEVELOPER, AT ITS SOLE COSTAND EXPENSE, AGREES TO AND DOES HEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROMAND AGAINSTANYANDALL CLAIMS (WHETHER ATLA W OR INEQUITY), LIABILITIES, DAMAGES (INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTYDAMAGES AND PERSONAL INJURIES INCLUDING DEATH), LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR INANY WAY RELATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY THE CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA 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. DEVELOPER: K. Taylor Baird Vice President City of Fort Worth, Texas Page 19 of 25 Standard Community Facilities Agreement Rev. 9/21 � 46 k "U � < 2 § - LE q» |� vi �Sig< �m | .§R O I |© LU id > |� � R ¥ '27 ƒJb � � k�Uo p \//\\ p � � q � q _ Z«s mk BV _ gm■68�*OJd\ m�, 3% 'S833NION3 «¥o -V o p City « Fort Worth, Texas Page k42 k_ar Community Facilities Ag_em! w92z1 O Z w Uj Uj w `� < � J F F-as= cwn O FK 0 W w a O F O LL ti w w J FF e S Q o N H R a of IL m LLJ a LL Wilk (n m 3 a W Y a z Z L) m O Q O G m ry�ry y i L 5 W[��a F— Z S X W a� pR LI.I > N Z4jAO441)JW WdeO:{-£ZOZ ADZ (pA 6MP'N3LVM — V ilBIHX3\VAO\sa4S lD\UDWJ l0\0-Nu:N oo-ti oUoiUDn-DD-lase\siUDWiSQAUI p!dDO and\sl*OJd\HXL\:D City of Fort Worth, Texas Page 21 of 25 Standard Community Facilities Agreement Rev. 9/21 (00 � I o w = y d a a O XN_ w a gg w w pNp wm _ {ga LU c6LL �5 SNa _ ¢ a Q v m $ X wco p yg SY J Y '�EFE� `w > w � N cLiiR JJ Z Q' �1 � � I ram, _` — ••- `_ a ' LU i- LU '—I k I L I T L4 Lu ! zjM*4ouw wd80:f-VZOZ 'OZ 9a3 bmp-S30M - IV IISIH)3\VAO\9346--I0\OOYO l0\GAUiS-D-Ll--ouoluaA-po-im\sluawisa uI Io4ldo0 8Rd\sWefad\MU\:O City of Fort Worth, Texas Page 22 of 25 Standard Community Facilities Agreement Rev. 9/21 SECTION 00 42 43 DevdoperAwarded Projerts- PROPOSAL FORM UNIT PRICE BID 0042 d CAP - EM PRc7. p5qp I r? Bidder's Application P:cw--.Ivy �fcoai�® BUde; Proposal Ibdti�tlim Dasrapuoa spwmficaftm Sefioallo� d mil of EU U�Pam 1WTlr nu Qom!' UNrr 1= WATER IMPROYENEWS 1 .21311.0001 3 4 5 3M5.01fl9_TrendhSafe4y DucerF lilelranW3bbnqssraitt nJRe M U1161 4- PVC WaW Mppe 3312.41117 Conneclim tD Ex4'-12' Water Main 33122MI 4' Wa1g Meterartd Vauh 33(1510 LF 51 02 51 2 2 #,2.00 $5.000-00 :$75-00 V.500-00 $16.000-00 _ 1102-M $1.000A0 $3.825A0 $5,000A0 $32.0011M 331111 3311 12 331225 331211 TOW LF EA EA 7 9 9 10 11 12 13 14 15 16 17 1d 19 2D 21 22 23 24 25 _ 20 27 28 29 30 31 32 33 TOTAL Arr 1: wATER IMPROVEMENTS 341.050 CITY{'k FMT WiRTH f ANTWU:DCUitYr UCnON3PrARc,STWNTx MAMM-TpYELLI. A^INAPJAMPPCtEM N.— 4tri- rd— NIL f01t City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 wan.r—d-Ta4F.6 Page 23 of 25 SECTION OO 4243 Dew4oper Awaded Pr*j =- PROPOSAL FORM UNIT PRICE BID Lo*: a5 P.m 2.0 Bidder's Application Yn� I1aG=6M pKik"o- k�0.h%of Hld U�Pbra 6;—V bu UNIT II: SANITARY SEWER IMPROVEMENTS 1 33p5.fl1fl9 Trench SM" 331]5 10 LF 47 $2-110 194Ap 2 3331.4115 B' " rPipe 333120 LF 34 1,70.00 V,33DA0 3 3331.3301 B' SewK Services 33 31 50 EA 7 �800.00 19DDA0 4 3339.1001 4' Manhole 33 3B 20 EA 1 P,000_fl0 $8,00DAp 5 33MA115 Trench WaterSOp 330510 EA 1 -00 WJDO B 7 9 P iD 11 12 13 14 15 1d 17 18 19 21) _ 21 22 23 24 25 26 27 28 29 30 TOTAL UNIT II: SANITARY SEWER IMFkY%-EMENTS1 $11,474 CM OF FORT WORTH STAMkMC0QWrk CH0N 3PP,aF1CATKWb0 UMFDM- TpYELEPM AwrFTM PRUEM Tv-4traPdx K4}Lit City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 BUPmF—l_rx p � Page 24 of 25 SECTION 00 42 43 Developer Awacec Prajec#s - PROPOSAL FORM UNIT PRIDE BID « +3 .W - rC� rsa)Kf.,i. r-Ar^or^ Bidder's Application Pn"OI�—:n&= m H"W%Ptopmal ISdaat M� sppaI7ac�tioa kw of Hid Arai P6" Mi Vabw 141k. Sect ddau Bid UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNrr IV- PAVING IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS '.'NIT VI: TRAFFIC SICAgAL IMPROVEMENTS This BA is smbmitGedbv d*ev ih• named WADw: BrDOER: C cwtw C4mrturtmrY.LP. 532' Viirbih St Fact 4: or04 TX 76119 comtmrl or *gees to aomsplrtr WORK for FLti u AC CM--%C.F M&M CONMACT eammoxti to rus a: pmided im Lbr { MF2L Go-m&kom- Tn7A- PmJd" ])ATZ- 0416G 2C23 FM 4F SYMO re41.927A0 411.47#AO ?i caLmiu da; after the date WIND tLe City of Fort Worth, Texas Page 25 of 25 Standard Community Facilities Agreement Rev. 9/21