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HomeMy WebLinkAboutContract 59264Received Date: Apr 25, 2023 Received Time: 1:24 p.m. Developer and Project Information Cover Sheet: Developer Company Name: Address, State, Zip Code: Phone & Email: Authorized Signatory, Title: Project Name: Brief Description: Project Location: Plat Case Number: FS-22-008 Mapsco: 642S CFA Number: 22-0190 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Exel Inc., a Massachusetts Corporation, d/b/a DHL Supply Chain (USA) 570 Polaris Parkway Westerville, Ohio 43082 614-865-8646 I Steve.hess@dhl.com Steve Hess, Vice President, Real Estate DHL Alliance C Water West of the center of Wolf Crossing Plat Name: Council District: City Project Number: Dave Addition 7 104636 I IPRC22-0243 Page 1 of 16 City Contract Number: 59264 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 Exel Inc., a Massachusetts Corporation, d/b/a DHL Supply Chain (USA) ("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 DHL Alliance C ("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 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 2of16 Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: X❑ Exhibit A: Water ❑ Exhibit A-1: Sewer ❑ Exhibit B: Paving ❑ Exhibit B-1: Storm Drain ❑ Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the 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"). City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 3 of 16 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 years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 4 of 16 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer -awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. 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. 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 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 5 of 16 costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT 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 ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM 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 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. City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 6 of 16 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the 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 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 DEVELOPER: Exel Inc. d/b/a DHL Supply Chain (USA) 570 Polaris Parkway Westerville, Ohio 43082 Page 7 of 16 With conies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 8 of 16 employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver 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 of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 9 of 16 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 that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 10 of 16 entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment 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. City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 11 of 16 33. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 12 of 16 Project Name: DHL Alliance C CFA No.: 22-0190 36. Cost Summary Sheet City Project No.: 104636 IPRC No.: 22-0243 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total $ 58,945.00 $ 58,945.00 B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Construction Cost (excluding the fees): Estimated Construction Fees: C. Construction Inspection Service Fee D. Administrative Material Testing Service Fee E. Water Testing Lab Fee Total Estimated Construction Fees: $ 58,945.00 $6,250.00 $147.00 $240.00 $ 6,637.00 Financial Guarantee Options, choose one Amount Bond = 100% $ 58,945.00 Completion Agreement = 100% / Holds Plat $ 58,945.00 Cash Escrow Water/Sanitary Sewer= 125% $ 73,681.25 Cash Escrow Paving/Storm Drain = 125% $ Letter of Credit = 125% $ 73,681.25 Escrow Pledge Agreement = 125% $ 73,681.25 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Choice (Mark one) X Page 13 of 16 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 Dana Erg polo f7 Dana Burghdoff (Ap 20, 20231 :11 CDT) Dana Burghdoff Assistant City Manager Date: Apr 20, 2023 Recommended by: Dwayne Hollars (Apr 19, 2023 10:03 CDT) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: .340-eatee,(,___ Thomas Royce Hansen Assistant City Attorney M&C No. N/A Date: Apr 19, 2023 Form 1295: N/A ATTEST: A Jannette S. Goodall City Secretary City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 DEVELOPER Exel Inc., a Massachusetts Corporation, d/b/a DHL Supply Chain (USA) Steve Hess (Apr 19, 2023 10:25 EDT) Steve Hess Vice President, Real Estate Date: Apr 19, 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. ?Obi" Rebecca Diane Owen (Apr 19, 2023 10:07 CDT) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 14 of 16 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 Standard Community Facilities Agreement Rev. 9/21 Page 15 of 16 ATTACHMENT "1" Changes to Standard Community Facilities Agreement City Project No. 104636 None City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 16 of 16 PDF 2D MON FW MR 300.pIt \CADD\SheetsRCH\IPRC - FH\CFA Exhibit - DHL Alliance C Location Map.dgn MAPSCO NO. 642S COUNCIL DISTRICT #7 EXHIBIT: VICINITY MAP 1201 NORTH BOWSER RD. RICHARDSON, TEXAS 75081 - TEL (214) 346-6200 DHL ALLIANCE C •■• HALFF SM TBPE FIRM #F-312 DATE: 03/28/2023 LOCATION MAP NOT TO SCALE TEXAS M TOR rt±L)W1Y OWNED/DEVELOPED BY: EXCEL INC., DB/A DHL SUPPLY CHAIN (USA) 570 POLARIS PARKWAY WESTERVILLE, OH 43082 CONTACT: STEPHEN C. HESS EMAIL: STEVE.HESS@DHL.com TEL: (614) 865-8646 CPN: 104636 PAGE NO.:1 OF 2 PDF 2D MON FW MR 300.pIt OD I:\41000s\41576\001\CADD\SheetsRCH\IPRC - FH\CFA Exhibit A - D_HL - I I LOT 1, BLOCK 1 DAVE ADDITION SPECIAL WARRANTY DEED EXEL, INC.' CALLED 172.91- - DOC. NO. 33800 (2018) O.R.D.C.T. VARIABLE WIDTH WATE EASEry ENT - (BY SEPARATE INSTRUMENT) /\ JJ (PROPOSED WATER f4/ XXXX uwAR EXISTING WATER LOT 2, BLOCK 1 DHL ADDITION DOC. NO. 2020-163 P.R.D.C.T. ••• HALFF N ■■(III' TBPE FIRM #F-312 1201 NORTH BOWSER RD. RICHARDSON, TEXAS 75081 - TEL (214) 346-6200 SM X X X X X DHL ALLIANCE C EXHIBIT A: WATER PLAN DATE: 03/28/2023 EX. 20" W PROPOSED WATER I x x - • EX. 20" W X 3" W 0 50 -2!!!!!!"--Z 100 150 200 SCALE: 1 "=100' LEGEND: EXISTING WATER LINES PROPOSED WATER LINES WOLFF CROSSING [PRIVATE ROAD] "-(60' PUBLIC ACCESS EASEMENT)" EXISTING WATER LOT 1, BLOCK 1 DHL ADDITIONI DOC. NO. 2020-163 P.R.D.C.T. OWNED/DEVELOPED BY: EXCEL INC., D/B/A DHL SUPPLY CHAIN (USA) 0 570 POLARIS PARKWAY WESTERVILLE, OH 43082 CONTACT: STEPHEN C. HESS ... EMAIL: STEVE.HESS@DHL.com TEL: (614) 865-8646 X PREPARED BY: HALFF ASSOCIATES, INC. 1201 NORTH BOWSER ROAD RICHARDSON, TX. 75081 TEL: (214) 346-6347 FAX: (214) 739-0095 CONTACT: PAUL BARTEL, P.E. EMAIL: PBARTEL@HALFF.COM TBPE FIRM# F-312 CPN: 104636 PAGE NO.:2 OF 2 UNIT PRICE BID Bidlist Item No. 1 0241.1118 2 0241.1218 3 0241.1510 4 3305.0109 5 3311.0001 6 3311.0041 7 13311.0161 8 3311.0441 9 3312.0001 10 3312.2203 11 3312.2204 12 3312.2801 13 3312.3005 14 3312.4106 15 9999.0001 16 9999.0002 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information Description UNIT I: WATER 4"-12" Pressure Plug 4"-12" Water Abandonment Plug Salvage Fire Hydrant Trench Safety Ductile Iron Water Fittin :s w/ Restraint 4" Water Pi: e 6" PVC Water Pipe 12" Water Pipe Fire Hydrant 2" Water Service 2" Private Water Service 3" Water Meter and Vault 12" Gate Valve 12" x 6" Tapping Sleeve & Valve Silt Fence w/ Removal Inlet Protection w/ Removal Bidder's Application Specification Section No. 1011PROVEMENTS 102 41 14 102 41 14 02 41 14 133 05 10 133 11 11 133 11 10, 33 11 133 11 12 1331110,3311 331240 33 12 10 33 12 10 33 12 11 33 12 20 133 12 25 199 99 01 199 99 02 Unit of Measure Bid Quantity EA 1 EA 1 EA 1 LF 28.5 TON 1 12 LF 10.5 LF 5 12 LF 7 EA 1 EA 1 LF 6 EA 1 EA 1 EA 1 LF 108 EA 2 TOTAL UNIT I: WATER IMPROVEMENTS! UNIT II: SANITARY SEWER IMPROVEMENTS TOTAL UNIT II: SANITARY SEWER IMPROVEMENTS' UNIT III: DRAINAGE IMPROVEMENTS TOTAL UNIT III: DRAINAGE IMPROVEMENTS' UNIT IV: PAVING IMPROVEMENTS TOTAL UNIT IV: PAVING IMPROVEMENTS! UNIT V: STREET LIGHTING IMPROVEMENTS TOTAL UNIT V: STREET LIGHTING IMPROVEMENTS UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS TOTAL UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS Bid Summary UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT IV: PAVING IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS This Bid is submitted by the entity named below: BIDDER: North Texas Contracting, Inc. 4999 Keller Haslet Road Keller, Texas, 76248 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATIONDOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Total Construction Bid BY: Zack Fusilier TITLE: Vice President DATE: 12/21/22 20 working days after the date when the 00 42 43 DAP- BID PROPOSAL Page 1 of I Bidder's Proposal Unit Price Bid Value $3 500.00 53.500.001 $3,500.00 $3,500.001 S1.375.00 S1,375.00 $48.00 $1,368.00 $200.00 $200.00 $110.00 $1155.00 $197.00 $985.00 $350,00 $2.450.00 56.550,00 56 550.00 $1,200.00 $1,200.00 $72.00 $432.00 $24.890.00 $24,890.00 $7 500.00 S7.500.00 $2,500.00 $2.500.00 $5.00 $540.00 $400.00 $800.00 $58,945.00 $58,945.00 $58,945.00 004243_Bid Proposal DAP CPN-104636