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Contract 59469
Received Date: May 24, 2023 Received Time: 1:57 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: Mapsco: 102Y CFA Number: 23-0024 Gabriel Southwest LLC 410 N Carroll Ave, Suite 180 Southlake, Texas 76092 817-251-8145 1 de@ccgtrike.com Dean Eldridge, Manager McPherson Blvd Extension Water, Sewer, Paving, Storm Drain, Street Lights and Signal McPherson Blvd Between Vista Grande and Chisholm Trail Pkwy Plat Name: Council District: City Project Number: U 104375 1 IPRC22-0169 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 16 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 59469 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 Gabriel Southwest 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 McPherson Blvd Extension ("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 OFFICIAL RECORD City of Fort Worth, Texas CITY SECRETARY Page 2 of 16 Standard Community Facilities Agreement FT. WORTH, TX Rev. 9/21 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: 0 Exhibit A: Water 0 Exhibit A-1: Sewer 0 Exhibit B: Paving 0 Exhibit 13-1: Storm Drain 0 Exhibit C-1: Street Lights 0 Exhibit C-2: Signal Lights 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-1, C-2, 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 City of Fort Worth, Texas Page 3 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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 City of Fort Worth, Texas Page 4 of 16 Standard Community Facilities Agreement Rev. 9/21 (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. (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 City of Fort Worth, Texas Page 5 of 16 Standard Community Facilities Agreement Rev. 9/21 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. II. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCL UDINGDEATH, OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO PROPERL Y SAFEGUARD THE WORK, OR ON ACCOUNT OFANY ACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGESARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE City of Fort Worth, Texas Page 6 of 16 Standard Community Facilities Agreement Rev. 9/21 MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE 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. 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 of Fort Worth, Texas Page 7 of 16 Standard Community Facilities Agreement Rev. 9/21 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: Gabriel Southwest LLC 410 N Carroll Ave, Suite 180 Southlake, Texas 76092 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 City of Fort Worth, Texas Page 8 of 16 Standard Community Facilities Agreement Rev. 9/21 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. 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 City of Fort Worth, Texas Page 9 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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 City of Fort Worth, Texas Page 10 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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 City of Fort Worth, Texas Page 11 of 16 Standard Community Facilities Agreement Rev. 9/21 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. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 16 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: McPherson Blvd Extension CFA No.: 23-0024 City Project No.: 104375 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 266,170.00 2. Sewer Construction $ 18,500.00 Water and Sewer Construction Total $ 284,670.00 B. TPW Construction 1. Street $ 1,255,846.00 2. Storm Drain $ 333,594.00 3. Street Lights Installed by Developer $ 180,930.00 4. Signals $ 385,582.00 TPW Construction Cost Total $ 2,155,952.00 Total Construction Cost (excluding the fees): $ 2,440,622.00 Estimated Construction Fees: C. Construction Inspection Service Fee $0.00 D. Administrative Material Testing Service Fee $0.00 E. Water Testing Lab Fee $0.00 Total Estimated Construction Fees: $ Financial Guarantee Options, choose one Amount Bond = 100% $ 2,440,622.00 Completion Agreement = 100% / Holds Plat $ 2,440,622.00 Cash Escrow Water/Sanitary Sewer= 125% $ 355,837.50 Cash Escrow Pavinq/Storm Drain = 125% $ 2,694,940.00 Letter of Credit = 125% $ 3,050,777.50 Escrow Pledge Agreement = 125% $ 3,050,777.50 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 IPRC No.: 22-0169 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 DEVELOPER Gabriel Southwest LLC Dam aaa� Dana Burghdoff (Mal 24, 202 1 :36 CDT) Dean Eldridge (May 24, W23 10:44 CDT) Dana Burghdoff Dean Eldridge Assistant City Manager Manager Date: May 24, 2023 Date: May 24, 2023 Recommended by: Dwayne Hollars (May 24, 2023 11:47 CDT) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: Contract Compliance Manager: Thomas Royce Hansen By signing, I acknowledge that I am the person Assistant City Attorney responsible for the monitoring and administration of this contract, including M&C No. N/A ensuring all performance and reporting Date: May 24, 2023 requirements. Form 1295: N/A,�,,� Rebecca Diane Owen (May 24, 2023 11:50 CDT) o� p'Mr ATTEST: 6 �o Rebecca Diane Owen o o o ** > Development Manager U A �� adaIlnn�� asap Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 14 of 16 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment © Attachment 1 - Changes to Standard Community Facilities Agreement ❑ Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions ® Location Map ® Exhibit A: Water Improvements ❑X Exhibit A-1: Sewer Improvements X❑ Exhibit B: Paving Improvements © Exhibit B-1: Storm Drain Improvements © Exhibit C-1: Street Light Improvements ® Exhibit C-2: Signal Light Improvements X❑ Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 15 of 16 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104375 None City of Fort Worth, Texas Page 16 of 16 Standard Community Facilities Agreement Rev. 9/21 �b PRIMROSE Old Granbu ry Rd 1 8 Z L 13s Pr sri t�u4 Lit 00 Pick bar , c %tom 7rc�r E PROJECT LOCATION 1000 500 0 S 1000 2000 GRAPHIC SCALE:1" = 1000 Feet DEVELOPED BY: GABRIEL SOUTHWEST LLC 410 N. CARROLL AVE STE 180 SOUTHLAKE, TX 76092 1 B BAIRD, HAMPTON & BROWN ENGINEERING & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 mail©bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2019.135.000 TBPE Firm F-44 TBPLS Firm 10011300 &T - —% I a - ur 4,n 64u B. "• ws ET t��l LJ ' a ti f' u 3 ' _t ~ McPherrl A ,- k n 4 Q �■ Mkrcw-� © 2022 Microsoft Corporation © 2022 Tom ,11 3 Ep WATER, PAVING, DRAINAGE STREET LIGHT IMPROVEMENTS TO SERVE MCPHERSON BOULEVARD (VISTA GRADE BLVD TO CHISHOLM TRAIL PKWY) IPRC22-0169 COUNCIL DISTRICT: 6 CPN: 104375 MAPSCO: TAR-102Y VICINITY MAP N E S 150 75 0 150 300 GRAPHIC SCALE: 1 "= 15(Feet L E G E N D DESCRIPTION 12" WATER LINE DI i9 W FLUSHING VALVE EXISTING 12" WATER LINE PER X-26521 J • •, o ---- _ \\ — MCPHEI?SON BLIVD _ �- — - -- _ _ _ ► � � 1� - - � � `� MCPHERSON BLVD PRI HFR4ON B - — - — L PROPOSED 12" WATER 1 o ,. LINE EXTENSION Q n, '~ DEVELOPED BY: �� GABRIEL SOUTHWEST LLC 12 WATER LINE 410 N. CARROLL AVE STE 180 PER X-27099 SOUTHLAKE. TX 76092 � � BAIRD, HAMPT❑N & BROWN 13ENGINEERING & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 mail©bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2019.135.000 TBPE Firm F-44 TBPLS Firm 1001 1300 WATER, PAVING, DRAINAGE & STREET LIGHT IMPROVEIv`tNTS TO SERVE MCPHERSON BOULEVARD (VISTA GRADE BLVD TO CHISHOLM TRAIL PKWY) IPRC22-0169 COUNCIL DISTRICT: 6 CPN: 104375 MAPSCO: TAR-102Y EXHIBIT A -WATER N E S 150 75 0 150 300 GRAPHIC SCALE: 1 "= 15(Feet L E G E N D DESCRIPTION EXISTING SEWER LINE ss EXISTING SS EXISTING SS LINE PER LINE PER X-26521 X-26521 - - �- _�- SS III t� A 0 J m W Q ADJUST SSMH RIM TO GRADE DEVELOPED BY: GABRIEL SOUTHWEST LLC 410 N. CARROLL AVE STE 180 > SOUTHLAKE, TX 76092 � � BAIRD, HAMPT❑N & BROWN 13ENGINEERING & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 mail©bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2019.135.000 TBPE Firm F-44 TBPLS Firm 1001 1300 I un a J_ Q J O 0 2 U MCPHERSON F_1VD 1D — U- m n 1 U) Y QL J (f J O U WATER, PAVING, DRAINAGE & STREET LIGHT IMPROVEMrNTS TO SERVE MCPHERSON BOULEVARD (VISTA GRADE BLVD TO CHISHOLM TRAIL PKWY) IPRC22-0169 COUNCIL DISTRICT: 6 CPN: 104375 MAPSCO: TAR-102Y EXHIBIT Al -SEWER N E 6*1 150 75 0 150 300 GRAPHIC SCALE: 1 "= 15(Feet PROPOSED DOI. LEFT TURN I PROPOSED LEFT TURN LANE L E G E N D DESCRIPTION SIDEWALK 10" CONIC. PVMT DI i9 Y d PROPOSED -- PROPOSED LEFT Q SIDEWALK, TYP. TURN LANE J — PROPOSED o 0 RIGHT TURN LANE a -- - MCPHERSON B;L VD — PROPOSED STRIPING �\ PER APPROVED PLANS, TYP. n i a: Y PAVING EXTENSION J DEVELOPED BY: n GABRIEL SOUTHWEST LLC _ 410 N. CARROLL AVE STE 180 v SOUTHLAKE, TX 76092 � BENGINEERING BAIRD, HAMPT❑N & BROWN 13 & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 mail©bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2019.135.000 TBPE Firm F-44 TBPLS Firm 1001 1300 WATER, PAVING, DRAINAGE & STREET LIGHT IMPROVEMrNTS TO SERVE MCPHERSON BOULEVARD (VISTA GRADE BLVD TO CHISHOLM TRAIL PKWY) IPRC22-0169 COUNCIL DISTRICT: 6 CPN: 104375 MAPSCO: TAR-102Y EXHIBIT B-PAVING N E S 150 75 0 150 300 GRAPHIC SCALE: 1 "= 15(Feet L E G E N D DESCRIPTION NEW STORM DRAIN LINE SO EXISTING CULVERTS PER K-2245 EXISTING 24" RCP PER K-2245 PROPOSED 10' PROPOSED 10' CURB INLET CURB INLET �a M PHFP,gnN RI \/n _ _ PROPOSED 20' CURB INLET J m w 0 z Q Q 0 J 0 o � Cn _ aU - 2 - 0 ( MCPHERSON BLVD �D 24" RCP EXTENSION—" 0 ca Y QL PROPOSED 5'x4' RCB Q AND 5'x5' RCB CULVERT EXTENSION DEVELOPED BY: GABRIEL SOUTHWEST LLcn C _ AND HEADWALL 410 N. CARROLL AVE STE 180 SOUTHLAKE, TX 76092 � � BAIRD, HAMPT❑N & BROWN 13ENGINEERING & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 mail©bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2019.135.000 TBPE Firm F-44 TBPLS Firm 1001 1300 = I 01 WATER, PAVING, DRAINAGE & STREET LIGHT IMPROVEIvrNTS TO SERVE MCPHERSON BOULEVARD (VISTA GRADE BLVD TO CHISHOLM TRAIL PKWY) IPRC22-0169 COUNCIL DISTRICT: 6 CPN: 104375 MAPSCO: TAR-102Y EXHIBIT B1—STORM M E S 150 75 0 150 300 GRAPHIC SCALE: 1 "= 150 Feet STREET LIGHT ON TRAFFIC SIGNAL POLE (BY OTHERS) METERED PEDESTAL METERED PEDESTAL STREET LIGHT ON LOCATED AT TRAFFIC SIGNAL MCPHERSON AND W RISINGERRD POLE (BY OTHERS) ON RI Vn `Y STREET LIGHT ON TRAFFIC SIGNAL 0 POLE (BY OTHERS) J m W n Z Q (D DEVELOPED BY: < GABRIEL SOUTHWEST LLC �2 410 N. CARROLL AVE STE 180 > SOUTHLAKE, TX 76092 � � BAIRD, HAMPT❑N & BROWN 13ENGINEERING & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 mail©bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2019.135.000 TBPE Firm F-44 TBPLS Firm 1001 1300 ELECTRICAL LEGEND ISYMBOL I DESCRIPTION EXISTING LIGHT POLE TO REMAIN, UNLESS OTHERWISE NOTED --� EXISTING LIGHT POLE TO REMAIN, UNLESS OTHERWISE NOTED o--& SINGLE ARM LED FIXTURE -SEE NOTE I. DOUBLE ARM LED FIXTURE - SEE NOTE 2. SINGLE ARM LED FIXTURE- INSTALLED ON TRAFFIC SIGNAL BY OTHERS IQ EXISTING GROUND BOX TO REMAIN E= GROUND BOX- REFER TO STREET LIGHTING DETAILS. BRANCH CIRCUIT CONDUIT AND CONDUCTORS, SIZES AS INDICATED EXISTING BRANCH CIRCUIT CONDUIT AND CONDUCTORS, SIZES AS INDICATED LEGEND NOTES: 1. LIGHT FIXTURE FOUNDATION LOCATED 2'-O' FROM FACE OF CURB TO FACE OF PIER UNLESS OTHERWISE SHOWN SINGLE DUAL COBRAHEAD PER CITY OF FORT WORTH STANDARDS POLES, ARMS, AND LUMINAIRES SHALL BE PROVIDED WITH POWDER COATED BRONZE FINISH. LUMINAIRE(1) OR (2) LED, 108 WATT, ATBO-P303-MVOLT-R2-3K-MP-NL-P7-AO-BRONZE-RFD322792 WITH 10 YEAR WARRANTY PER CFN LED ARTERIAL SPECIFICATIONS VOLTAGE. PROVIDE 12OV-27TV AUrOSENSING DRIVER, LUMINAIRES WIRED TO 240V. Y POLE: TYPE 18 WITH (1) ONE OR (2) TWO TYPE 33A ARM WITH BACK TO BACK HEEL PLATES, AS INDICATED IN SYMBOL LEGEND REFER TO CITY OF FORT WORTH STREET LUMINAIRE POLE DETAILS. J BASE: REFER TO CITY OF FORT WORTH STREET LUMINAIRE POLE FOUNDATION DETAILS. Q ry J O o � � a MCPHERSON ELIVD ID WATER, PAVING, DRAINAGE & STREET LIGHT IMPROVEMrNTS TO SERVE MCPHERSON BOULEVARD (VISTA GRADE BLVD TO CHISHOLM TRAIL PKWY) IPRC22-0169 COUNCIL DISTRICT: 6 CPN: 104375 MAPSCO: TAR-102Y EXHIBIT C1-STREET LIGHTS N E S 150 75 0 150 300 GRAPHIC SCALE: 1 "= 15(Feet PROPOSED (T1) 60' MAST ARM - SIGNAL LIGHT WITH TY 45/5 FOUNDATION & LUMINAIRE PROPOSED (P1) PEDESTRIAN LIGHT 4� RSON BLVD PROPOSED P2) r PEDESTRIAN LIGHT PROPOSED (T2) o SIGNAL FOUNDATION J WITH TY 41 /3 co FOUNDATION & LUMINAIRE o z TRANSFORMER c.� Q L E G E N D DESCRIPTION SIGNAL LIGHT DI i9 9 ° Y d Jry Q 0 PROPOSED (T2) 40' MAST ARMCn SIGNAL LIGHT WITH TY 43/4 v FOUNDATION & LUMINAIRE MCPHERSON F-1VD � r PROPOSED (T3) 60' MAST ARM n \U) SIGNAL LIGHT WITH TY 45/5 FOUNDATION & LUMINAIRE J J DEVELOPED BY: > l o GABRIEL SOUTHWEST LLC 410 N. CARROLL AVE STE 180 v SOUTHLAKE, TX 76092 BBAIRD, HAMPT❑N & BROWN ENGINEERING & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 mail©bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2019.135.000 TBPE Firm F-44 TBPLS Firm 1001 1300 WATER, PAVING, DRAINAGE & STREET LIGHT IMPROVEMrNTS TO SERVE MCPHERSON BOULEVARD (VISTA GRADE BLVD TO CHISHOLM TRAIL PKWY) IPRC22-0169 COUNCIL DISTRICT: 6 CPN: 104375 MAPSCO: TAR-102Y EXHIBIT C2-SIGNAL LIGHTS SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Fart Worth CFA DAP- BID PROPOSAL Pegs 1 of 7 Bidder's Application Project Item Infommtion Bidder's Proposal Bidlist Description Specification Section No Unil of Unit Priec Bid Value Itcm No. Measure Bid Qeaatib_, UNIT I: WATER IMPROVEMENTS 1 0170.0100 Mobilization 01 7000 LS I $ 17,000.00 S 17,000.00 2 0171.0101 Construction Staking 0171 23 LS 1 $ 5,000.00 $ 5,000.00 3 0241,1118 4%12" Pressure Plug 0241 14 EA I S 500.00 $ 500.00 4 0241.1218 4"-12" Water Abandonment Plug 0241 14 EA 1 $ 500.00 $ 500.00 5 0241.1405 Abandon 12" Water Valve 0241 14 LF 290 $ 17.00 $ 4.930.00 6 3305,0109 Trench Safety 33 05 10 LF 920 $ 2.00 $ 1,840.00 7 3311.0001 Ductile iron Water Fittings w/ Restraint 33 11 11 TON 1,75 S 16,000.00 $ 28,000.00 8 3311.0161 6" PVC Water Pipe 33 11 12 LF 70 $ 130.00 $ 9,100.00� 9 3311.0457 12" DIP Water, CLSM Backfill 33 11 10 LF 65 $ 290.00 $ 18,850.00 10 3311.0461 12" PVC Water Pipe 33 11 12 LF 785 S 170.00 $ 133,450.00� 11 3312.0001 Fire Hydrant 33 1240 EA 3 $ 6,200.00 $ 18,600.00 12 3312.0117 Connection to Existing 4"-12" Water Main 33 1225 EA 1 $ 3,800.00 $ 3,800.00 13 3312.22032" Water Service 33 1210 EA I $ 4,100.00 $ 4,100.00 14 3312.3002 6" Gate Valve 33 1220 EA 3 $ 1,900.00 $ 5,700.00 15 3312.3005 12" Gate Valve 33 1220 EA 1 $ 4.800.00 $ 4,800.00 16 3312.6002 6" Blow Off Valve 33 1260 EA 1 $ 10,000.00 $ 10,000.00 TOTAL UNIT I: WATER IMPROVEMENTS S 266,170.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Forth Version May 22, 2019 McPherson Extension CFA Bid Form Revised 2023-03-06 Fort Wonh CFA DAP- BID PROPOSAL Page 2 of 7 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application PwIccl Item Infomtauon Bidder's Proposal Bidlisl Description Speeif—tuns Scetion No. Unit of I Unit Prcc Bid Value 1 Item No, Measure Bid Quanlily t UNIT 11: SANITARY SEWER IMPROVEMENTS Project Item Information Bidders Proposal Brdlist Description Spectfcatian Section Ne. Unil of Unit Price Bid Value 1 Item No. Measure Bid Quanull { l 3305.0107 Manhole Adjustment, Minor 33 05 14 EA 5 $ 3,700.00 S 18,500.00 1 I II l� TOTAL UNIT It: SANITARY SEWER IMPROVEMENTS S 18,500.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS McPherwn EMension CFA Ed Farm Revised 2023-03-06 Farm Version May 22. 2019 Fort Worth CFA DAP - BID PROPOSAL Page 3 of 7 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidlisl Desenpnon tcm No- Bidlisl Description Item No. 1 0170 0100 Mobilization 2 0171.0101 Construction Staking, 3 0241.4101 Remove I O' Recessed Inlet 4 0241.4401 Remove HeadWalUSET 5 3137.0102 large Stone Riprap, city 6 3305.0109 Trench Safety 7 3305.0106 Manhole Adjustment, Major 8 3341.0205 24" RCP, Class III 9 3341.0302 30" RCP, Class III 10 3341,1202 5x4 Box Culvert 11 3341.1203 5.5 Box Culvert 12 3349.0001 4' Storm Junction Box 13 3349,1000 Headwall, Box Culvert 14 3349.6001 10' Recessed Inlet 15 3349.6003 20' Recessed Inlet 16 9999.001 Concrete Apron Bidder's Application Projcel It.. Infonwuon Bidder's Proposal Specir—ion Section No. Unit of UnitPncc Bid Value Mo.— Bid Quantity , UNIT III: DRAINAGE IMPROVEMENTS Pralect Item Intomlalion Bidder's Proposal Spectficallon Section No Unit or Unn Price Bid Value Measure Bid Quyllitv 01 7000 LS 1 $ 21,000.00 S 21,000.00 Ol 71 23 LS 1 $ 6,000.00 $ 6,000.00 0241 14 EA 1 S 2,300.00 $ 2,300.00 024114 EA 1 $ 4,500.00 S 415W00 31 3700 SY 104 $ 111.00 S 11,544.00 33 05 10 LF 775 $ 2.00 $ 1,550.00 33 05 14 EA 1 $ 3,900.00 $ 3,900.00 3341 10 LF 635 $ 140.00 $ 89,900.00 33 41 10 LF 20 $ 170.00 $ 3,400.00 3341 10 LF 60 $ 720.00 $ 43,200.00 3341 10 LF 60 5 770.00 $ 46,200.00 3349 10 EA 1 $ 11.000.00 $ 11,000.00 +I 334940 CY 35 $ 1,400.00 $ 49,000.00I 33 49 20 EA 2 $ 8,800.00 $ 17,600.00 33 49 20 EA 1 $ 18,000,00 $ 18,000.00 00 00 00 CY 5 $ 1,100.00 $ 5,500.00 TOTAL UNIT III: DRAINAGE IMPROVEMENTS S 1 333,594.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS McPherson Extension CFA Bid Form Revisetl 2023-03-05 Farm Version May 22, 2019 Fart Worth CFA DAP - BID PROPOSAL Page 4 of 7 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal 81dlist Descnpnon Specification Section No. Unit of Unit Price Bid Value 1 Item No. Mcasurc Bid Quantity , UNIT rV: PAVING IMPROVEMENTS Project item Information Bidder's Proposal Bidlisl Description Specification Section No. Unit of Unit Price 1 Bid Value 1 Item No. Measure Bud Quantity 1 0170.0100 Mobilization Ul 7000 LS I S 76,000.00 $ 76,000.00 ) 1 2 0171.0101 Construction Staking 01 71 23 LS 1 $ 22,000.00 $ 22,000.00 i 3 0241.0100 Remove Sidewalk 0241 13 SF 3700 $ 2,00 $ 7,400.00 1 4 0241.0550 Remove Guardrail 0241 13 LF 130 $ 6.00 $ 780.00 i 5 0241.1000 Remove Cone Pvmt 0241 15 SY 410 $ 27.00 $ 11,070.00 1 6 0241.1100 Remove Asphalt Pvmt 0241 15 SY 1450 S 23.00 $ 33,350.00 7 0241.1300 Remove Cone Curb&Gutter 0241 15 LF 3050 $ 13.00 $ 39,650.00 {� 8 3123.0101 Unclassified Excavation by Plan 31 23 16 CY 1600 $ 26.00 $ 4100.00 1 l 9 3125.0101 SWPPP > 1 acre 31 2500 LS 1 $ 12,000.00 $ 12,000.00 10 3211.0400 Hvdrated Lime 32 11 29 TN Its $ 375.00 $ 44.250.00 1 11 3211.0502 8" Lime Treatment 3211 29 SY 6500 $ 9.00 $ 58,500.00 I 12 3213.0105 10" Cone Pvmt 32 13 13 SY 5900 $ 114.00 $ 672,600.00 1 13 3213.0301 4" Cone Sidewalk 32 1320 SF 10655 $ 9.00 $ 95,895.00 14 3213.0313 6" Cone Sidewalk, Adlacent to Curb (Median Section) 32 1320 SF 500 S 13.00 $ 6,500.00 1 15 3213.0506 Barrier Free Ramp, Type P-1 32 1320 EA 3 $ 2,400.00 S 7,200.00 16 3213,0503 Barrier Free Ramp, Type M-1 33 13 20 EA 1 $ 2,400.00 $ y 2,400.001 17 3214.0100 Brick Pvnmt 32 14 16 SY BO $ 145.00 S 11,600.00 { 18 3216.0101 6" Cone Curb and Gutter 32 16 13 LF 3070 S 2.00 $ 6, 140.00 1 19 3217.0101 6" SLD Pvmt Marking HAS (W) 32 1723 LF 1670 $ 2.00 S 31340.00 1 20 3217.0103 6" BRK Pvmt Marking HAS (W) 32 1723 LF 1620 S 2.00 $ 3,240.00 1 21 3217,0201 8" SLD Pvmt Marking HAS (W) 32 1723 LF 850 $ 3.00 $ 2,550.00 22 3217.0402 18" SLD Pvmt Marking Tape (W) 32 1723 LF too $ 12,00 $ 1200.00 23 32IT0504 Preformed Thermoplastic Contrast Markings - 24" Stop Bars 32 1723 LF 105 $ 28.00 $ 2,940.00 24 3217, 1011 Preformed Thermoplastic Contrast Markings - Legend ONLY 32 1723 EA 12 $ 700.00 $ 8,400.00 25 3217.1012 Preformed Thermoplastic Contrast Markings - Railroad Legend 32 1723 EA 12 $ 1,000.00 $ I2,000.00 26 3217.2104 REFL Raised Marker TY B-C-R 32 1723 EA 100 $ 5.00 $ 500.00 {I 27 3 217.43 02 Remove 6" Pvmt Marking 32 1723 LF 85 S 2.00 $ 170,00 ) 28 3292.0200 Block Sod Placement 3292 13 SY 1600 $ 11.00 $ 17,600.00 1 29 3292.0450 Seeding, Hydromulch with binding agent 3292 13 SY 450 $ 3.00 $ 1,350.00 30 3441,4006 install Alum Sign Ground Mount 34 41 30 EA 3 S 625.00 $ 1,875.00' 31 3441.4108 Remove Sign Panel and Post 34 41 30 EA l $ 150.00 S 150.00 {i{ 32 3471,0001 Traffic Control _ _ 347113 MO_ 6 $ 5,400.00 $_ 32,400.00I 33 9999.0001 Pedestrian Rail (TXDOT PR 1) 00 00 00 LF 55 $ 300.00 $ 16,500.00 {{I 34 9999.0002 Detectable Warning Surface 321320 EA 4 $ 224.00 $ 896.00 35 9999.0003 Barricade with Road Closed Signs 00 00 00 EA 2 $ 900.00 $ I,BDO 00 TOTAL UNIT IV: PAVING IMPROVEMENTS S 1,255,M6.00 1 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS McPhersa, E-sion CFA Bid Farm Revised 2023-03-O6 Farm V..IOn Mey 22, 2019 FM Worth CFA DAP - BID PROPOSAL Page 5 or 7 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project llcm Infommlmn Bidder's Proposal Bidlut Description SpeciOcanon Section No. llnit of Una PriceI Bid Value Item No. Measure Bid Quantity , UNIT V: STREET LIGHTING IMPROVEMENTS Prgiccl Item Information Bidder's Proposal &dlrst Description SpeciLcotion Section No. Unit of UnitPrice 1 Bid Value 1 Item No. Measure Bid Quanlip, 1 0170.0100 Mobilization 01 7000 LS 1 $ 11,000.00 $ 11,000.001 2 017LO101 Construction Staking 01 71 23 LS 1 $ 3,000.00 $ 3,000.00 3 2605.3015 2" CONDT PVC SCH 80IT) 26 05 33 LF 1050 $ 31.00 $ 32,550,00 1 4 2605.3016 2" CONDT PVC SCH 80 (B) 26 05 33 LF 460 $ 38.00 $ 17,480.00 5 3441.1405 NO 2Insulated Elec Condr 3441 10 LF 6820 $ 6,00 $ 40,920.00 11 1 6 3441,1502 Furnish/Install Ground Box Tyne B, w/Apron 3441 10 EA 9 $ 1,500.00 $ 13,500.00 7 3441.3411 Reconnect Conductor 344110 EA 8 $ 200.00 $ 1,600,001 8 3441.3302 Rdwy Illum Foundation TY 3,5,6, and 8 3441 10 EA 7 $ 2,300.00 $ 16,100.001 9 3441.3501 Salvage Street Light Pole 34 41 20 EA 5 $ 400.00 $ 2,000.00 10 9999.0000 Demolish existing 2" conduit and conductors 00 00 00 LF 1020 $ 9.00 $ 9,180.OD 11 9999.0000 Furnish/Install Rdway Mum TY 18 Pole - Powder Coat Bronze 000000 EA 7 $ 3,000.00 $ 21,000.00 12 9999.0000 Furnish/Install Type 33A Arm- Powder Coat Bronze 000000 EA 9 $ 600.00 $ 5,400.00 13 9999.0000 Fumish/Insteill LED Lighting Fixture (137 watt ATB2 Cobra Head) - Powder Coat Bronze 000000 EA 9 $ 800.00 $ 7,200.00 TOTAL UNIT V: STREET LIGHTING IMPROVEMENTS $ 180,930.00 1 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS McPherson E#ensmn CFA Bid Form Revised 2023-03-afi Form Vs.- May 22. 2019 Fart Worth CFA DAP - 810 PROPOSAL Page 6 of 7 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Inronnauon Bidder's Proposal Bidlist Descnption SpeciOwtion Secuon No. I Unit of Unit Price 1 Bid Value ltcm No. _ tUnit- Bid Quantity UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS Project ltem Inromlatron Bidder's Proposal Bidlist Description Specification Secuon No. Unit or Una Price Bid Valuc Itcm No. Measure Bid Quantty 1 0170.0100 Mobilization 017000 LS l S 25,000.00 $ 25,000.00, 2 0171.0101 Construction Staking 01 7123 LS 1 $ 7,000.00 $ 7,000.00 1 3 2605.0111 FumisMnstall Elec S-Pedestal 160500 EA 1 $ 7,000.00 S 7,000.00 4 2605,3015 2" CONDIT PVC SCH 80 (T) (Signal Light) 2605 33 LF 180 $ 31.00 S 5,580 00 5 2605.3016 2" CONDT PVC SCH 80 (B) (Signal Light) 2605 33 LF 450 $ 43.00 $ 19,350.00 6 2605.3025 3" CONDT PVC SCH 80 (T) 26 05 33 LF 185 $ 39.00 S 7,215.00 1 7 2605.3034 4" CONDT PVC SCH 80 (B) 26 05 33 LF 350 $ 55.00 $ 19,250.00 8 3441.1001 Fumish/Install 3-Sect Signal Head Assembly 3441 10 EA 7 $ 1,600.00 $ 11,200.00 9 3441,1003 Furnish/install 5-Sect Signal Head Assembly 344110 EA 2 $ 2,300.00 $ 4,600.00 10 3441.1012 Fumish/Install Ped Signal Head Assmbly 3441 10 EA 6 $ 1,000.00 $ 6,000.00 11 3441,1031 Fumish/Install Audible Pedestrian Pushbutton Station 3441 10 EA 6 $ 945.00 S 5,670.00 12 3441.1211 Fumish/Install BBU System Internal 3441 10 EA 1 S 17,000.00 $ 17,000.00 13 3441.1215 Fumish/Install Hybrid Detection System 3441 10 APR 3 $ 10,000.00 $ 30,000.00 14 3441 1220 Furnish/install Model 711 Preemption Detector 3441 10 EA 3 S 1,215.00 $ 3,645.00 1 15 3441.1224 FumishAnstall Preemption Cable 3441 10 LF 557 $ 3.00 $ 1,671.00 16 3441. 1250 Fumish/Install PTZ Camera 3441 10 EA 1 $ 6,000.00 $ 6,000.00 1 1 17 3441.1255 Fumish/Install Communication Modem 3441 10 LF 1 $ 3,100.00 $ 3,100.00 18 3441.1260 Fumish/Install CATS Ethemet Cable 3441 10 LF 667 $ 3.00 $ 2,001.00 19 3441.1311 5/C 14 AWG Multi -Conductor Cable 3441 10 LF 290 $ 3.00 $ 870.00 _ 20 3441.1312 7/C 14 AWG Multi -Conductor Cable 3441 10 LF 500 $ 3.00 $ 11500.00 21 3441.1315 20/C 14 AWG Multi -Conductor Cable 3441 10 LF 575 S 8.00 $ 4,600.00 22 3441.1322 3/C 14 AWG Multi -Conductor Cable 3441 10 LF 835 S 2.00 S 1,670.001 23 3441.1408 NO 6Insulated Elec Condr 3441 10 LF 30 $ 3.00 $ 90.00 24 3441,1410 NO 10 Insulated Elec Condr 3441 10 LF 1040 $ 2,00 $ 2,080.001 25 3441.1413 NO 6 Bare Elec Condr SLD 3441 10 LF 15 $ 3.00 $ 45.00 26 3441 A414 NO 8 Bare Elec Condr 3441 10 LF 765 $ 3.00 $ 2,295.00 27 3441.1501 Fumish/Install Ground Box Type B 3441 10 EA I $ 1,200.00 S 1,200.00 28 3441.1502 Fumish/Install Ground Box Tyne B, w/Apron (Signal Light) 3441 10 EA 2 S 1,500.00 S 3,000.00 I 29 3441.1503 Fumish/Insiall Ground Box Type D, w/Aaron 3441 10 EA 1 $ 2,200.00 $ 2,200.00 30 3441.1506 Fumish/InstAl Ground Box Type D 3441 10 EA 1 S 1,500.00 $ 1,500.00 31 3441,1603 Fumish/Install 10'- 20' Ped Pole Assmbly 3441 10 EA 2 $ 1,400,00 $ 2,800.00 1 32 3441.1611 Fumish/Install Type 41 Signal Pole 3441 10 EA 1 S 13,000.00 $ 13,000,00 33 3441.1613 Fumish/Install Type 43 Signal Pole 1441 10 EA 1 $ 14,000.00 S 14,000.00 1 34 3441.1615 Fumish/Install Tyne 45 Signal Pole 3441 10 EA 2 $ 17,000.00 S 34,000.00 I 35 3441.1624 Fumish/Install Mast Arm 40' - 48' 3441 10 EA I $ 8,000.00 $ 8,000.00 36 3441.1625 FumishMsWI Mast Arm 52' - 60' 3441 10 EA 2 $ 17,000.00 S 34,000,00 37 3441.1701 TY 1 Signal Foundation 3441 IO EA 2 $ 1,500.Go $ 3,000.00 1 1 38 3441 1703 TY 3 Signal Foundation 3441 10 EA 1 $ 5,000.00 $ 5.000.00 39 3441.1704 TY 4 Signal Foundation 344110 EA 1 $ 7,100.00 $ 7,100.00{1 40 3441.1705 TY 5 Signal Foundation 3441 t0 EA 2 $ 4,000.00 S &000.00 1 41 3441.1715 Signal Cabinet Foundation - 352i & BBU 3441 10 EA I $ 9,000.00 $ 9,000.00 42 3441.1725 Fumish/Install ATC Signal Controller 3441 10 EA 1 $ 6,000.00 $ 6,000.00 43 3441,1741 Fumish/lastall 352i Controller Cabinet Assembly 3441 10 EA 1 $ 30,000.00 $ 30,000.00 44 3441.4001 Fumish/Install Alum Sign Mast Arm Mount 3441 10 EA I I $ 850.00 $ 9,350,00 1 L- TOTAL UNIT VI: TRAFFIC SIGNAL IMPRt VEMENTS $ 385,582.00; CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS McPh¢rs¢n Extension CFA Sid Form Rehsetl 2023-03-06 Form Voreron May 22, 2019 UNIT PRICE BID Bidlist Item No. SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Fon Worth CFA DAP . BID PROPOSAL Page 7 of 7 Bidder's Application Project Item In(brarmion Bidder's Proposal Description Specification Section No. Mmlof Unu Pnee Bid Value Bid Qaanhty Bid Summary UNIT I: WATER IMPROVEMENTS S 266,170.00 1 UNIT II: SANITARY SEWER IMPROVEMENTS I S 18500.00 I UNIT III: DRAINAGE IMPROVEMENTS S 333,594.00 1 UNIT IV: PAVING IMPROVEMENTS S 1.255.846.00 I UNIT V STREET LIGHTING IMPROVEMENTS S 180,930.00 1 UNIT VI: TRAFFIC SIGNALS S 385,582.00 1 Total Construction Bi 1 $2,440,622.00 This Bid is submitted by the entity named below: BIDDER BY: Jackson Construction, LTD. f 5112 Sun Valley Dr j % �r%� l �i11/Ij)( �:✓%]'(/I{��C}-� // Fort Worth, TX 76119 DATE: Contractor agrees to complete WORK for FINAL ACCEPTANCE within 180 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 Varaim May 22, 2019 McPherson Ertensbn CFA Bid Form Revised 2023-03-06 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement"), is made and entered into by and between Gabriel Southwest LLC ("Developer"), the City of Fort Worth, a Texas home -rule municipal corporation ("Fort Worth") and Debby Moore ("Escrow Agent") is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agreement for McPherson Blvd Extension, CFA Number 23-0024, City Project Number 104375, IPRC Number 22-0169 (the "CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the "Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with all requirements, terms, and conditions of the CFA (the "CFA Obligations"); and WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent, in complete satisfaction of the obligation to submit the Financial Security to secure the performance of the CFA Obligations. NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. For the purposes of this Agreement, unless the context otherwise clearly requires, the following terms shall have the following meanings: "Security Funds" shall mean the cash deposit of three million fifty thousand seven hundred seventy-seven dollars and fifty cents ($3,050.777.50). which sum represents one hundred twenty-five percent (125%) of the estimated Developer's cost of constructing the CFA Obligations (the "Estimated Developer's Cost"). "Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance designed to secure the repayment of indebtedness or the satisfaction of any other obligation to a third party not a party of this Agreement. SECTION 2. SECURITY FUNDS. As financial security for the full and punctual performance of the CFA Obligations, Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth a security interest in the Security Funds and all rights and privileges pertaining thereto with the exception of the interest income to be derived therefrom (which interest income shall remain the City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 1 of 8 Revised 11.16.2022 DH property of Developer and shall be distributed by Escrow Agent in accordance with Developer's periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect or modify, any obligation of Developer with respect to the CFA Obligations or any transaction involving or giving rise therefrom. SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS. Concurrently with the execution of this Agreement, Developer shall have delivered to and deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent. Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds remaining in its possession to Developer (or take such other action as Developer may request or direct) immediately after receipt of written notice from Fort Worth that the CFA Obligations have been fully performed. During such time as Escrow Agent has possession of the Security Funds, Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's notwithstanding any terms or understandings (written or otherwise) between Developer and Escrow Agent. SECTION 4. COVENANTS. (a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will: (i) from time to time execute and deliver to Fort Worth all such assignments, certificates, supplemental writings, and other items and do all other acts or things as Fort Worth may reasonably request in order to evidence and perfect the security interest of Fort Worth in the Security Funds; (ii) furnish Fort Worth with information which Fort Worth may reasonably request concerning the Security Funds; (iii) notify Fort Worth of any claim, action, or proceeding affecting title to the Security Funds or Fort Worth's security interest(s) therein; and (iv) adjust the Security Funds to an amount equal to the actual contract price, including revisions thereto, if the original Security Funds were based on an engineer's estimate of costs. (b) Negative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will not: City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 2 of 8 Revised 11.16.2022 DH (i) assign or transfer any rights of Developer in the Security Funds; or (ii) create any Lien in the Security Funds, or any part thereof, or permit the same to be or become subject to any Lien except the security interest herein created in favor of Fort Worth. SECTION 5. EVENTS OF DEFAULT. Developer shall be in default under this Agreement only upon the happening of any of the following events (a "Default"): (a) default in the timely payment for or performance of the CFA Obligations after written notice thereof has been given to Developer and Escrow Agent and such default is not cured within seven (7) days after such notice; (b) any affirmative or negative covenant is breached by Developer. SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER DEFAULT. (a) Remedy. Upon the occurrence of a Default, Fort Worth shall have the right to direct Escrow Agent to transfer to Fort Worth all of the Security Funds. Escrow Agent is hereby authorized to transfer the Security Funds immediately upon the receipt of a written statement purporting to be executed by an authorized representative of Fort Worth stating that: (i) a Default by Developer has occurred related to the CFA Obligations; (ii) written notice of such Default has been given by Fort Worth to Developer and Escrow Agent and such Default was not cured within seven (7) days after delivery of such notice; and (iii) Fort Worth is entitled to have the Security Funds transferred in accordance with the Agreement. (b) Notices. Any notice required or permitted to be given to any party hereto shall be given in writing, shall be personally delivered or mailed by prepaid certified or registered mail to such party at the address set forth below, and shall be effective when actually received. To Developer: Gabriel Southwest LLC 410 N Carroll Ave, Suite 180 Southlake, Texas 76092 City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 3 of 8 Revised 11.16.2022 DH To: Escrow Agent: Debby Moore SVP, Commercial National Escrow Officer Title Partners 5501 LBJ Freeway, Suite 200 Dallas, Texas 75240 214-987-6780 debby.moore@titlepartnersllc.com To: City of Fort Worth City of Fort Worth Attn: City Treasurer 200 Texas Street Fort Worth, TX 76102 With a copy to: City of Fort Worth Attn: Contract Management Office 200 Texas Street Fort Worth, TX 76102 Any party may change its address for notice by giving all other parties hereto notice to such change in the manner set forth in this Section no later than ten (10) days before the effective date of such new address. SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES. If the Developer fails to perform its obligations under the CFA, Fort Worth's sole and exclusive remedy shall be to complete the obligations of Developer at Developer's expense. In furtherance of such sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set forth in Section 6 hereof. SECTION 8. SUBSTITUTION OF COLLATERAL. Notwithstanding any contrary provision in this Agreement, Developer shall have the right, at any time and from time to time, to obtain releases of all or any part of the Security Funds (hereinafter called the "Released Collateral") upon satisfaction of the following conditions: (a) Developer shall provide Fort Worth and Escrow Agent written notice (the "Substitution Notice") that the Developer desires to obtain Released Collateral in exchange for a contemporaneous substitution of an alternate Financial Security acceptable to Fort Worth (as specified and described in the Substitution Notice); and City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 4 of 8 Revised 11.16.2022 DH (b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted Collateral") which Substituted Collateral shall in the aggregate be at least equal to the Estimated Developer's Cost; and (c) Said Substituted Collateral shall be of sufficient amount(s) to cover all work which has occurred prior to the substitution of collateral provided for in this Section. Upon satisfaction of the above -specified conditions, Escrow Agent shall be authorized (without the further consent of Fort Worth) to return to Developer the original Security Funds in Escrow Agent's possession that represent or evidence the Released Collateral or take such other action with respect to the Released Collateral as Developer may request or direct. Developer shall pay the expenses incurred by Escrow Agent In connection with obtaining each such release and substitution. SECTION 9 REDUCTIONS IN SECURITY FUNDS. (a) Notwithstanding any contrary provision in this Agreement, Developer shall have the right to reductions in the Security Funds (hereinafter called a "Reduction in the Security Funds"), in accordance with this Section 9. (b) Every thirty (30) days, Developer may request a reduction in the Security Funds in accordance with Section 9-310-1 of the CFA Ordinance. (c) Developer shall provide the City of Fort Worth and Escrow Agent with written notice (the "Withdrawal Notice") that Developer desires to obtain a Reduction in the Security Funds in any amount less than or equal to the then -completed CFA Obligations as inspected or accepted by Fort Worth. (d) A Reduction in the Security Funds may only be made after: i. Fort Worth's inspectors have verified the amount of the Community Facilities that have been constructed in accordance with the engineering plans; and ii. Fort Worth has received an affidavit and release of lien executed by the contractor indicating that the contractor has been paid by Developer and the contractor has paid all subcontractors and material suppliers for the Community Facilities that have been constructed pursuant to the CFA. (e) After Fort Worth has confirmed the amount of the Community Facilities that have been constructed in accordance with the engineering plans and Fort Worth has received an affidavit and release of lien from the contractor for the Community Facilities that have been constructed, then the Security Funds may be reduced to an amount that is no less than one hundred twenty-five percent (125%) of the value of the Community Facilities that are remaining to be constructed. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 5 of 8 Revised 11.16.2022 DH SECTION 10. NON -ASSIGNABILITY OF FORT WORTH'S RIGHTS. The rights, powers, and interests held by Fort Worth hereunder in and to the Security Funds may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds. SECTION 11. NO WAIVER. No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other subsequent Default. No delay or omission by Fort Worth in exercising any right or power hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof. SECTION 12. BINDING EFFECT. This Agreement shall be binding on the parties, their successors and assigns. No provision of this Agreement may be amended, waived, or modified except pursuant to a written instrument executed by Fort Worth, Escrow Agent and Developer. SECTION 13. CHOICE OF LAW; VENUE This Agreement is to be construed and interpreted in accordance with the laws of the State of Texas. 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. SECTION 14. COUNTERPARTS. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together shall constitute one and the same agreement. SECTION 15. INDEMNITY. DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY ESCROW AGENT (AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY HIND WHATSOEVER THAT ARISE OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO THE PERFORMANCE BY ESCROW AGENT OF ITS DUTIES HEREUNDER EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ESCROW AGENT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY FORT WORTH (AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES, City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 6 of 8 Revised 11.16.2022 DH COSTS, SUITS AND OTHER LIABILITY OF ANY HIND WHATSOEVER THAT ARISE OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO ANY ACTIONS OR INACTION BY FORT WORTH WITH RESPECT TO THIS AGREEMENT. SECTION 16. PAYMENT OF ESCROW FEES Developer will be responsible for the payment of all fees to Escrow Agent associated with this Agreement. ACCORDINGLY, the City of Fort Worth, Developer and Escrow Agent have each caused this instrument to be executed in each entity's respective name by its duly authorized signatories effective as of the date executed by the City Manager or his/her designee. CITY OF FORT WORTH DOM &TAG 62ff Dana Burghdoff(MA524, 202 1 :36 CDT) Dana Burghdoff Assistant City Manager Date: May 24, 2023 Approved at to Form & Legality: Thomas Royce Hansen Assistant City Attorney M&C No. N/A Date: May 24, 2023 ATTEST: Jannette Goodall City Secretary City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 7 of 8 DEVELOPER Gabriel Southwest LLC Dean Eldridge (May 24, A3 10:44 CDT) Name: Dean Eldridge Title: Manager Date: May 24, 2023 ESCROW AGENT Title Partners rlz� Debby Moore (May 24, 2023 11:01 CDT) Name: Debby Moore Title: SVP, Commercial National Escrow Officer Date: May 24, 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. Rebecca Diane Owen (May 24, 2023 11:50 CDT) Rebecca Diane Owen Development Manager Revised 11.16.2022 DH ATTACHMENT "1" Changes to Standard Agreement None City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 8 of 8 Revised 11.16.2022 DH