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HomeMy WebLinkAboutContract 59470Received Date: 5/24/2023 Received Time: 1:58 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: CFA Number: SRPF D/Cinnamon Industrial, LP 2001 Ross Avenue, Suite 400, Dallas TX 75201 214-560-5096; c2reen(&,,streamrealtv.com Cannon Green, Vice President Cinnamon Creek Industrial Water, Sewer, and Paving NE corner of Keller Haslet and Old Denton Rd. None provided I Plat Name: 008N 23-0043 Council District: None provided 10 City Project Number: ' CPN 104589 1 IPRC22-0229 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: 59470 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 SRPF D/Cinnamon Industrial, LP ("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 Cinnamon Creek Industrial ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. City of Fort Worth, Texas OFFICIAL RECORD Page 2 of 16 Standard Community Facilities Agreement Rev. 9/21 CITY SECRETARY FT. WORTH, TX 2. Incorporation of Engineering Plans City and Developer have executed this Agreement based upon the engineer's Estimate of Probable Costs (as defined below), which Estimate of Probable Costs are incorporated herein by reference. Upon the City's approval of the engineering plans for the Improvements that are prepared by Developer's engineer ("Engineering Plans"), such approval not to be unreasonably withheld, conditioned or delayed, the Engineering Plans shall be deemed incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: ® Exhibit A: Water © Exhibit A-1: Sewer ® Exhibit B: Paving ❑ Exhibit 13-1: Storm Drain ❑ Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). City of Fort Worth, Texas Page 3 of 16 Standard Community Facilities Agreement Rev. 9/21 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 Page 4 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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 Page 5 of 16 Standard Community Facilities Agreement Rev. 9/21 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 OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCLUDING DEATH, OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT 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 INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. City of Fort Worth, Texas Page 6 of 16 Standard Community Facilities Agreement Rev. 9/21 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: SRPF D/Cinnamon Industrial, LP 2001 Ross Avenue, Suite 400 Dallas, TX 75201 Page 7 of 16 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 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 Page 8 of 16 Standard Community Facilities Agreement Rev. 9/21 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 Page 9 of 16 Standard Community Facilities Agreement Rev. 9/21 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 Page 10 of 16 Standard Community Facilities Agreement Rev. 9/21 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'SEMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. City of Fort Worth, Texas Page 11 of 16 Standard Community Facilities Agreement Rev. 9/21 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. 36. Execution of CFA on Estimate of Probable Costs Notwithstanding anything to the contrary herein, City and Developer have executed this Agreement based upon an engineer's estimate of probable construction costs (the "Estimate of Probable Costs") in accordance with Section 9-315 of the CFA Ordinance. City will not issue a notice to proceed to construction until the Engineering Plans are approved by the City (not to be unreasonably withheld, conditioned or delayed). Developer may be required by the City to amend this Agreement to update exhibits and costs estimate, or to provide additional financial guarantees or estimated fees before City issues the notice to proceed to construction. Upon approval of the Engineering Plans by the City, the required amount of the Financial Guarantee as described in the Cost Summary Sheet attached hereto shall be reduced from 150% to 100%. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 16 Standard Community Facilities Agreement Rev. 9/21 37. Cost Summary Sheet Project Name: Cinnamon Creek Industrial CFA No.: 23-0043 City Project No.: 104589 IPRC No.: 22-0229 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 322,282.40 2. Sewer Construction $ 253,051.50 Water and Sewer Construction Total $ 575,333.90 B. TPW Construction 1. Street $ 2,534,782.75 2. Storm Drain $ - 3. Street Lights Installed by Developer $ - 4. Signals $ - TPW Construction Cost Total $ 2,534,782.75 Total Construction Cost (excluding the fees): $ 3,110,116.65 Estimated Construction Fees: C. Construction Inspection Service Fee $51,750.00 D. Administrative Material Testing Service Fee $4,900.00 E. Water Testing Lab Fee $600.00 Total Estimated Construction Fees: $ 57,250.00 Choice Financial Guarantee Options, choose one Amount (Mark one Bond = 150% $ 4,665,174.98 X Completion Aqreement Cash Escrow Water/Sanitary Sewer Cash Escrow Pavinq/Storm Drain Letter of Credit Escrow Pledqe Agreement City of Fort Worth, Texas Page 13 of 16 Standard Community Facilities Agreement Rev. 9/21 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 SRPF D/Cinnamon Industrial, LP v 8� a Delaware limited partnership Dana Burgh doff (M�j 24, 2 :36 CDT) Dana Burghdoff By: SRPF D/Cinnamon Industrial GP, LLC Assistant City Manager a Delaware limited liability company Date: May 24' 2023 its general partner By: SRPF D/Cinnamon Industrial Holdings, LP Recommended by: a Delaware limited partnership Hichson NL(yPYI its sole member Bichson Nguyen (Ma 4, 202310:16 CDT) By: Stream Acquisition CXVII, LLC Dwayne Hollars/Bichson Nguyen a Delaware limited liability company Contract Compliance Specialist Development Services Its general partner Kw Cannon Green (May 24, 2023 07:35 CDT) Approved as to Form & Legality: Cannon Green Vice President RichardRichardA ay 24, 202310:44 CDT) Date: May 24, 2023 Richard A. McCracken Sr. Assistant City Attorney M&C No. n/a Date: May 24, 2023 Form 1295: n/a 444oan4�� FORA* 4o. 0F o AOJ ATTEST: 0,0aoo=� Contract Compliance Manager: oar a o 4L AAq aaa� nEzoo 45bg4 By signing, I acknowledge that I am the person responsible for the monitoring and Jannette S. Goodall administration of this contract, including City Secretary ensuring all performance and reporting requirements. City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Rebecca Diane Owen (May 24, 2023 10:22 CDT) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY Page 14 of 16 FT. WORTH, TX 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: Street Lights and Signs Improvements ® Engineer's 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. 104589 Negotiate changes are incorporated into the body of the Agreement. City of Fort Worth, Texas Page 16 of 16 Standard Community Facilities Agreement Rev. 9/21 9 FORT CFA VICINITY EXHIBIT 1 KELLER — HASLET — ROANOKE LOCATION MAP N.T.S. MAPSCO: 008N CPN: 104589 IPRC NO: IPRC22-0229 CINNAMON CREEK INDUSTRIAL FORT WORTH, TARRANT COUNTY, TEXAS APRIL 2023 of8in ac5 L FORTWORTH OWNER/DEVELOPER: STREAM REALTY PARTNERS 2001 ROSS AVENUE, SUITE 400 DALLAS, TX 75201 CONTACT: GRAYSON HUGHES, P.E. PHONE: (214) 208-0519 Kimley>>> Horn 801 Cherry Street, Unit 11 Suite 1300 Fort Worth, TX 76102 817-335-6511 State of Texas Registration No. F-928 / LOT 1, BLOCK OLD DENTON ROAD ALLIANCE CROSSING PROPOSED 60'ROW (INST. NO. D221258469) 4 EX. 20' WATER ESMT. PROPOSED 30'ASPHALT ROAD — INST. NO _= z - - _� = 1-� -- CONNECT TO EXISTING I I I I I I I I I I I PROPOSED 12" PUBLICS 12" PUBLIC WATER LINE WATER LINE I EXISTING FH I I FLjTmTvL 6T L ri — — —3 — � CINNAM CREEK RANCH LLC (INST. NO. D210199521) c 3= I - J { - C _ IJ r_ LEGEND — — PROPERTY LINE -61 PROP. PUBLIC FIRE HYDRANT PROP. PUBLIC WATER MAIN w EXISTING WATER MAIN 9 PROP. WATER METER EXISTING ROW uulmi FL— h b W.-A JAMES F. WIGGINS GST EXEMPT FAMILY TRUST, ET AL (INST. NOS. D215003607 THROUGH D215003621) APN: 04025237 NO ADDRESS NO BUILDINGS OBSERVED ON PROPOSED 619,393 SF BUILDING GRAPHIC SCALE IN FEET z 0 100 200 400 o 2 M NT OLIVET CEMETERY ASSOCIATION (VOL. 7769, PG. 2050) CPN: 104589 IPRC NO: IPRC22-0229 EXHIBIT A WATERIMPROVEMENTS OWNER/DEVELOPER: Kimley>>)Horn STREAM REALTY PARTNERS 2001 ROSS AVENUE, SUITE 400 801 Cherry St. Unit 11, Suite 1300 DALLAS, TX 75201 Fort Worth, Texas 76102 CONTACT: GRAYSON HUGHES, P.E. Phone: (817) 335 - 6511 PHONE: (214) 208-0519 State of Texas Registration No. F-928 LOT 1, BLOCK A MOUNT OLIVET -- ALLIANCE CROSSING CEMETERY ASSOCIATION (INST. NO. D221258469) EXISTING ROW Z (VOL. 7769, PG. 2050) .,� �-�s,- OLD DENTON ROAD F IIIIIIIIIIIII�IIIIIIIIIII� IIIIIIIIIIIIIIIIIIIIIII PROPOSED 60' ROW M' FL 2 wLW PROPOSED 30' ASPHALT ROAD FL - -IA =3 = � c 3 J lb _�b71 JAMES F. WIGGINS GST EXEMPT FAMILY TRUST, ET AL (INST. NOS. D215003607 THROUGH D215003621) I IFlH APN: 04025237 PROPOSED 15' PUBLIC —f = NO ADDRESS SEWER EASEMENT —� NO BUILDINGS OBSERVED = _ _II PROPOSED 619,393 SFze BUILDING _ I III I ICI �- _L IMF Mvtt sue.—t M H GRAPHIC SCALE IN FEET 0 100 200 400 1 LEGEND • MH PROP. MANHOLE EX.MANHOLE 8„ PROP. PUBLIC 8" SANITARY SEWER EXISTING SANITARY SEWER OWNER/DEVELOPER: STREAM REALTY PARTNERS 2001 ROSS AVENUE, SUITE 400 DALLAS, TX 75201 CONTACT: GRAYSON HUGHES, P.E. PHONE: (214) 208-0519 MATCHLINE \ EXISTING PUBLIC 16" SEWER LINE EXHIBIT Al \ / / CONNECT TO EX. TRA MANHOLE SEWERIMPROVEMENTS // I Z %/ EXISTING PUBLIC Kimley>>> Horn 24" SEWER LINE PROPOSED 15' PUBLIC / ~ 801 Cherry St. Unit 11, Suite 1300 Q 30' TRINITY RIVER AUTHORITY OF SEWER EASEMENT CPN: 104589� Fort Worth, Texas 76102 / TEXAS EASEMENT &RIGHT-OF-WAY 'I IPRC NO: IPRC22-0229 Phone: (817) 335 - 6511 (VOL. 9494, PG. 1053) State of Texas Registration No. F-928 0 �E OLD DNTONROAD PROPOSEDo EXISTING ROW PROPOSED 30'ASPHALT ROAD U— — — — — — — — — -- _ _ _ _ _ _ _ BLUESTONE NATURAL RESOURCES II, _ _ �— Q LLC < (INST. NO. D216074584) (REF: INST. NO. D209005292) I W �— -- — — — — EXISTING ROW J — 2 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ a CINNAMON CREEK RANCH LLC CINNAMON CREEK RANCH LLCI (INST. NO. D210199521) (INST. NO. D210199521) OLD DENTON ROAD PROPOSED 60' ROW PROPOSED 30' ASPHALT ROAD LOT 1, BLOCK A ALLIANCE CROSSING (INST. NO. D221258469) O�ROPIIIIIIIIIIIIIIIII II• lillillillililliiiiiiiiI OSED ROW F l FL 14 1a N W Z J 2 H I N I MOUNT OLIVET CEMETERY ASSOCIATION LLI EXISTING ROW (VOL. 7769, PG. 2050) ''.. Q OLD DENTON ROADI I I I I I I PROPOSED ROW PROPOSED 60' ROW ' PROPOSED 30' ASPHALT ROAD FL I I LEGEND 14 EX. ASPHALT TO BE GRAPHIC SCALE IN FEET MILLED AND OVERLAID z 0 100 200 400 ']] PROPOSED BRIDGE EXHIBIT B PAVING IMPROVEMENTS 2 ��� PROPOSED CONCRETE RIPRAP OWNER/DEVELOPER: Kimley>>)Horn STREAM REALTY PARTNERS 2001 ROSS AVENUE, SUITE 400 801 Cherry St. Unit 11, Suite 1300 CPN: 104589 DALLAS, TX 75201 Fort Worth, Texas 76102 IPRC NO: IPRC22-0229 CONTACT: GRAYSON HUGHES, P.E. Phone: (817) 335 - 6511 PHONE: (214) 208-0519 State of Texas Registration No. F-928 ENGINEER'S ESTIMATE Bidlist Item No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Project Item Information Description Specification Section No. UNIT I: WATER IMPROVEMENTS 3292.0201 Utility Service Surface Restoration Seeding 3292 13 3311.0001 Ductile Iron Water Fittings w/ Restraint 33 11 11 3311.0261 8" PVC Water Pipe 33 11 12 3311.0461 12" PVC Water Pipe 33 11 12 3312.0001 Fire Hydrant 33 1240 3312.0117 Connection to Existing 4"-12" Water Main 33 1225 3312.2203 2" Water Service 33 1210 3312.3003 8" Gate Valve 33 1220 3312.3005 12" Gate Valve 33 1220 9999.0001 Automatic Flusher 00 42 43 DAP - BID PROPOSAL Page 1 of7 Bidder's Proposal Unit of Bid Unit Price Bid Value Measure I Quantity SY 230 $2.75 $632.50 TON 2.91 $6,790.00 $19,758.90 LF 55 $83.00 $4,565.00 LF 1,670 $130.00 $217,100.00 EA 3 $8,930.00 $26,790.00 EA 1 $4,863.00 $4,863.00 EA 3 $3,986.00 $11,958.00 EA 2 $2,699.00 $5,398.00 EA 4 $4,443.00 $17,772.00 EA 1 $13,445.00 $13,445.00 TOTAL UNIT I: WATER IMPROVEMENTS $322,282.40 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVP.LOPI:R AWARDED PROJI-IC'I S Form Version May 22, 2019 00 42 43_Bid Proposal_DAP.xlsx 00 42 43 DAP - BID PROPOSAL Page 2 of 7 ENGINEER'S ESTIMATE Project Item Information Bidder's Proposal �Bidlist Item Description Specification Section Unit of Bid Unit Price Bid Value No. No. Measure Quantity UNIT II: SANITARY SEWER IMPROVEMENTS 1 3292.0201 Utility Service Surface Restoration Seeding 3292 13 SY 4,950 $2.75 $13,612.50 2 3305.0112 Concrete Collar for Manhole 3305 17 EA 2 $750.00 $1,500.00 3 3331.4115 8" Sewer Pipe 33 11 10, 33 31 LF 2,476 12,3331 20 $72.00 $178,272.00 4 3339.0001 Epoxy Manhole Liner 33 39 60 VF 18 $550.00 $9,900.00 5 3339.1001 4' Manhole 33 39 10, 33 39 20 EA 9 $4,739.00 $42,651.00 6 3339.1003 4' Extra Depth Manhole 33 39 10, 33 39 20 VF 19 $314.00 $5,966.00 7 9999.0002 Water-tiqht Hinged Manhole Frame Cover EA 1 $1,150.00 $1,150.00 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 TOTAL UNIT II: SANITARY SEWER I JIPROVEMENTS $253,051.50 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 00 42 43_Bid Proposal_DAP.xlsx 00 42 43 DAP - BID PROPOSAL Page 3 of 7 ENGINEER'S ESTIMATE Project Item Information Bidder's Proposal Item Specification Section Unit of Bid �Bidlist Description Unit Price Bid Value No. No. Measure Quantity UNIT III: DRAINAGE IMPROVEMENT 1 2 3 4 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 TOTAL UNIT III: DRAINAGE IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 00 42 43_Bid Proposal_DAP.xlsx 00 42 43 DAP - BID PROPOSAL Page 4 of 7 ENGINEER'S ESTIMATE Project Item Information Bidder's Proposal �Bidlist Item Description Specification Section Unit of Bid Unit Price Bid Value No. No. Measure Quantity UNIT IV: PAVING IMPROVEMENTS 1 3291.0100 Topsoil 3291 19 CY 385 $6.80 $2,618.00 2 0241.0550 Remove Guardrail 0241 13 LF 310 $30.00 $9,300.00 3 0241.0900 Remove Misc Conc Structure (Ex. Bridge) 0241 13 LS 1 $80,950.00 $80,950.00 4 0241.1100 Remove Asphalt Pvmt 0241 15 SY 845 $76.50 $64,642.50 5 0241.1502 2" Wedge Milling 0241 15 SY 8,166 $6.00 $48,996.00 6 3137.0101 Concrete Riprap 31 3700 SY 615 $90.00 $55,350.00 7 3137.0104 Medium Stone Riprap, dry 31 3700 SY 670 $76.07 $50,968.00 8 3201.0133 6' Wide Asphalt Pvmt Repair, Industrial 3201 17 LF 1,763 $172.50 $304,117.50 9 3211.0113 8" Flexible Base, Type A, GR-1 32 11 23 SY 2,339 $30.53 $71,400.00 10 3212.0302 2" Asphalt Pvmt Type D 32 12 16 SY 10,505 $21.30 $223,756.50 11 3212.0503 6" Asphalt Base Type B 32 12 16 SY 2,339 $72.00 $168,408.00 12 3213.0403 8" Concrete Driveway 32 1320 SF 1,715 $7.00 $12,005.00 13 3217.0101 6" SLD Pvmt Marking HAS (W) 32 1723 LF 7,370 $2.50 $18,425.00 14 3217.0102 6" SLD Pvmt Marking HAS (Y) 32 1723 LF 7,055 $2.50 $17,637.50 15 3217.0501 24" SLD Pvmt Marking HAE (W) 32 1723 LF 15 $12.50 $187.50 16 3292.0400 Seeding, Hydromulch 3292 13 SY 1,155 $2.75 $3,176.25 17 3441.4108 Remove Sign Panel and Post 3441 30 EA 1 $180.00 $180.00 18 3441.4110 Remove and Reinstall Sign Panel and Post 3441 30 EA 3 $550.00 $1,650.00 19 3471.0001 Traffic Control 3471 13 MO 9 $2,500.00 $22,500.00 20 9999.0003 Install Bridge LS 1 $1,378,515.00 $1,378,515.00 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 TOTAL UNIT IV: PAVING IMPROVEMENTS $2,534,782.75 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 00 42 43_Bid Proposal_DAP.xlsx 00 42 43 DAP - BID PROPOSAL Page 5 of7 ENGINEER'S ESTIMATE Project Item Information Bidder's Proposal Item Specification Section Unit of Bid �Bidlist Description Unit Price Bid Value No. No. Measure Quantity UNIT V: STREET LIGHTING IMPROVEMENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 34 35 38 39 40 41 42 43 44 45 TOTAL UNIT V: STREET LIGHTING I JIPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 00 42 43_Bid Proposal_DAP.xlsx 00 42 43 DAP - BID PROPOSAL Page 6 of 7 ENGINEER'S ESTIMATE Project Item Information Bidder's Proposal Item Specification Section Unit of Bid �Bidlist Description Unit Price Bid Value No. No. Measure Quantity UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 TOTAL UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVI'.LOPI:R AWARDED PROJI-:C'I S Form Version May 22, 2019 00 42 43_Bid Proposal_DAP.xlsx ENGINEER'S ESTIMATE IBidlist Item) No. Project Item Information Description 00 42 43 DAP - BID PROPOSAL Page 7 of 7 Bidder's Proposal Specification Section IUnit of I Bid No. Measure Quantity Unit Price Bid Value 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 $322,282.40 $253,051.50 $2,534,782.75 Total Construction Bidl $3,110,116.65 Estimated Number of Working Days = 165 This document is released for the purpose of the City of Fort Worth's Community Facilities Agreement for the Cinnamon Creek Industrial Project (CPN 104589) under the authority of Tyler Reeves, PE (TX #131206), 04 May 2023. It is not to be used for construction purposes. Kimley-Horn and Associates, Inc. has no control over the cost of labor, materials, equipment, or over the Contractor's methods of determining prices or over competitive bidding or market conditions. Opinions of probable construction cost (OPCC) provided herein are based on the information known to the Engineer at this time and represent only the Engineer's judgment as a design professional familiar with the construction industry. Proposals, bids, and actual construction costs will vary from this OPCC CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Forth Version May 22, 2019 00 42 43_Bid Proposal_DAP.xlsx