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HomeMy WebLinkAboutContract 60627Received Date: Dec 20, 2023 Received Time: 1:00 P.M. Developer and Project Information Cover Sheet: Developer Company Name: QTS Investment Properties Fort Worth, LLC Address, State, Zip Code: 12851 Foster Street Overland Park, KS 66213 Phone & Email: 913-814-9988 1 Laney.Marinich@Qtsdatacenters.com Authorized Signatory, Title: Laney Marinich, Executive Vice President, Development Project Name: QTS Data Center Brief Description: Water, Sewer and Paving Project Location: 14100 Park Vista Blvd Plat Case Number: FS-22-065 Plat Name: Alliance Gateway North Mapsco: 8M Council District: 7 CFA Number: 22-0051 City Project Number: 104062 IPRC22-0034 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 City Contract Number: 60627 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 QTS Investment Properties Fort Worth, 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 QTS Data Center ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. City of Fort Worth, Texas Page 2 of 25 Standard Community Facilities Agreement OFFICIAL RECORD Rev. 9/21 CORE/9991000.8160/179720710.3 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 has been prepared by Developer's engineer ("Engineering Plans"), 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 City of Fort Worth, Texas Page 3 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 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 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 (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. City of Fort Worth, Texas Page 5 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES 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, EXCEPT FOR SUCH INJURIES, DEATH OR DAMAGES CAUSED BY THE GROSS NEGLIGENCE OF THE CITY OF FORTH 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, EXCEPT FOR SUCHINJURIES, DEATH OR DAMAGES CAUSED BY THE GROSS NEGLIGENCE OF THE CITY OF FORTH WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, City of Fort Worth, Texas Page 6 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 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 IMPRO VEMENTS INA GOOD AND WORKMANLIKE MANNER, FREE FROMDEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. 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 City of Fort Worth, Texas Page 7 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 prepaid: CITY: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With conies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 DEVELOPER: QTS Investment Properties Fort Worth, LLC 12851 Foster Street Overland Park, KS 66213 With copies to: Quality Technology Services, LLC Attn: Legal Real Estate 12851 Foster Street Overland Park, KS 66213 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 ("Transaction Documents"). 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. City of Fort Worth, Texas Page 8 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 In lieu of giving the City physical access to the Transaction Documents at Developer facilities or otherwise, Developer (or any of Developer's contractors) may deliver to City electronic copies of the Transaction Documents. The Transaction Documents, excluding any information or documentation that is Non -Confidential Information ("Confidential Information") are hereby deemed confidential, and the City and the Other Parties shall keep the Confidential Information confidential and shall not disclose or publish the Confidential Information in any manner without the express written consent of Developer (or Developer's contractors, if applicable), except for (i) any disclosure that may be required (A) by law to be made to any applicable governmental or quasi -governmental authorities, or (B) pursuant to any law, court order, subpoena, governmental order or any other legal requirement of disclosure, provided that the City shall give Developer (or Developer's contractors, if applicable) prior notice of any such disclosure and shall use commercially reasonable efforts to cooperate with Developer (or Developer's contractors, if applicable) to the extent Developer (or Developer's contractors, if applicable) elects to challenge any such law, court order, governmental order or other legal requirement, and (ii) disclosure by the City to the Other Parties, provided that all such Other Parties must agree to keep the Confidential Information confidential prior to any disclosure to them. The City shall maintain the confidentiality of the Confidential Information and shall request that the Other Parties to whom the City makes such disclosures to do so as well. Notwithstanding the foregoing, the Transaction Documents shall not be treated as confidential to the extent that the information therein (i) is or becomes publicly available, other than as a result of a disclosure by the City or any of the Other Parties in breach of this Agreement, (ii) is already in the City's or any of the Other Parties' possession prior to the disclosure, (iii) is or becomes available to the City or any of the Other Parties from a source other than Developer that is not known by the City or any of the Other Parties, as the case may be, to be disclosing such information in breach of an obligation of confidentiality owed to Developer with respect to such information, or (iv) is independently developed by or for the City or any of the Other Parties without violating any obligations hereunder (collectively, "Non -Confidential Information"). The provisions of this paragraph shall survive the termination of this Agreement. The term "Other Parties" means the City and its employees, engineers, attorneys and accountants (the "Other Parties"). 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. City of Fort Worth, Texas Page 9 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. City of Fort Worth, Texas Page 10 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act City of Fort Worth, Texas Page 11 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'SEMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority Developer warrants that the person signing this Agreement on behalf of Developer has the legal City of Fort Worth, Texas Page 12 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 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. Developer may be required by the City to amend this Agreement to update exhibits and the cost 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 may be reduced from 150% to 100%. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 13 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 Project Name: QTS Data Center CFA No.: 22-0051 36. Cost Summary Sheet City Project No.: 104062 IPRC No.: 22-0034 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 22,448.00 2. Sewer Construction $ 225,959.00 Water and Sewer Construction Total $ 248,407.00 B. TPW Construction 1. Street $ 230,133.00 2. Storm Drain $ - 3. Street Lights Installed by Developer $ - 4. Signals $ - TPW Construction Cost Total $ 230,133.00 Total Construction Cost (excluding the fees): $ 478,540.00 Estimated Construction Fees: C. Construction Inspection Service Fee $18,750.00 D. Administrative Material Testing Service Fee $1,960.00 E. Water Testing Lab Fee $150.00 Total Estimated Construction Fees: $ 20,860.00 Choice Financial Guarantee Options, choose one Amount (Mark one Bond = 150% $ 717,810.00 x Completion Agreement = 100% / Holds Plat $ Cash Escrow Water/Sanitary Sewer= 125% $ Cash Escrow Paving/Storm Drain = 125% $ Letter of Credit = 125% $ Escrow Pledge Agreement = 125% $ City of Fort Worth, Texas Page 14 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 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 QTS Investment Properties Fort Worth, LLC aaul, 3arakdrLahetl MaMlich Dana Burghdo (Dec G0, 20234 :43 CST) Laney Marinich (Dec 18, 202315:33 EST) Dana Burghdoff Laney Marinich Assistant City Manager Executive Vice President, Development Date: Dec 20, 2023 Date: Dec 18, 2023 Recommended by: Dwayne Hollars (Dec 18, 202314:43 CST) Dwayne Hollars Contract Compliance Specialist Development Services Date: Dec 18, 2023 Approved as to Form & Legality: _ Contract Compliance Manager: Richard A. McCracken (Dec 19, 202313:54 CST) Richard A. McCracken By signing, I acknowledge that I am the person Sr. Assistant City Attorney responsible for the monitoring and administration of this contract, including M&C No. N/A ensuring all performance and reporting Date: Dec 19, 2023 requirements. Form 1295: N/A n'v 4.d4000Q�n F°Rr�y°a°o �"�" ATTEST: ao Rebecca Owen o *=d o° 0 Development Manager A 00 00 nE1100.O Date: Dec 18, 2023 Jannette Goodall City Secretary Date: Dec 20, 2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 15 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/ 179720710.3 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 0 Exhibit A-1: Sewer Improvements 0 Exhibit B: Paving Improvements ❑ Exhibit B-1: Storm Drain Improvements ❑ Exhibit C: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 16 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104062 Negotiated changed are contained in the body of the Agreement. LOCATION MAP City of Fort Worth, Texas Page 17 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 1 F VICINITY MAP N.T.S. MAPSCO No. 8M COUNCIL DISTRICT: 7 CPN:104062 OWNERIDEVELOPER: OTS INVESTMENTS PROPERTIES KIml yoHorn QTS DATA CENTER: 12951 Foster Street 260 East Davis Street, Suite 100 Overland Park, KS 66213 McKinney, TX 75069 14100 Park Vista Boulevard Contact: Mark Westhoff Phone. 469.301.2560 Fort Worth. Texas Phone: (913) 312-2420 State of Texas Registration No. F-928 City of Fort Worth, Texas Page 18 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 EXHIBIT A WATERIMPROVEMENTS LEGEND PROP. WATERLINE 2 a WATER METER O N WATER VALVE 4z W EX WATER LINE GRAPHIC SCALE IN FEET 0 10 20 40 I I I I I I I_ I I -.1.1 ii-J. PARK VISTA BOULEVARD OWNVEST EVSPROPR: Kim1gy*Horn QTS INVESTMENTS PROPERTIES EXHIBIT A QTS DATA CENTER: 12s51 Foster street WATER IMPROVEMENTS 260 east ❑"S Street, Suite 100 14190 Park Vista Boulevard Contact- Park, KS 66213 McKinne , TX 75069 Fort Worth. Texas Contact: Mark Westhoff C P N : 1 D4062 Phone: 469.301.2580 Phone: (913) 312.2420 state of Texas Registration No. F-928 City of Fort Worth, Texas Page 19 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 — — a� QGIAlGO 1 SIG A EXHIBIT A-1 SEWER IMPROVEMENTS — — — — — — — — — — — — — — — — — � I I OWNEWDEVELOPER: OTS INVESTMENTS PROPERTIES QTS DATA CENTER: 12851 Foslersheet 14100 Park Vista Boulevard Ovedand Park, KS 66213 Fort Worth, Texas Contact: Mark Westhoff Ph— (918 812.2420 WE N NORTH GRAPHIC SCALE IN FEET U 5U 100 200 I I I LEGEND EXHIBIT Al SEWER IMPROVEMENTS CPN: 104062 EX. SEWER MAIN EX -MANHOLE P ROP. SEWER MAIN .MH PROP -MANHOLE Kimley*Horn 260 East Davis 512e1, Suite 10n M&Gnney, TX 75069 Phone: 469.301.2580 State of Texas Registration No F-928 City of Fort Worth, Texas Page 20 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 i E —c— W EXHIBIT B PAVING IMPROVEMENTS LEGEND 61 PROPOSED CONCRETE PAVEMENT ® d' CONNCRETECRETE SIDEWALK PRO POSE Q &A RRI ER FREERAMP PARK VISTA BOULEVARD 41Y GRAPHIC SCALE IN FEET 40 80 160 ` --- -------------------------------- 1 1 1 OWNERIDEVELOPER: QTS INVESTMENTS PROPERTIES QTS DATA CENTER: 12851 Foster street 14100 Park Vista Evulevard Overland Park, KS66213 Fort Worth, Texas Contact: Mark Westhoff Phone: (913) 312-2420 EXHIBIT B PAVING IMPROVEMENTS CP N: 104062 Kim1 y*Horn 266 East Davis Street, Suite 100 McKinney, TX 75069 Phone:469-301-2580 State of Texas Registration No. F-928 City of Fort Worth, Texas Page 21 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 Engineer's Estimate 12 13 14 I PMjeet LX=1f0®a= >rt-Df Semm No. MSBSIe UN IT I: WATER IM PROVE M ENTS 2011.001] 1 Ductile Iron Water Fittirgs w Restraint 33 11 11 TON 2311.02-61 F PVC Water Ppe 33 1112 LF 3312.D117 Commzt i)a F 4' T WaDu -N aia 33 1226 EA 3312.2003 1" Water Seruiae 33 12 10 EA 3312.2203 T Water Serwine 33 12 10 EA 3312.3003 X Gate Valve 33 1220 EA Lr�>�toe 1 33.5m.00 14 3&2.00 2 S2,5W.00 1 S3,5m.00 1 S7,5W.00 1 31.800.00 TOTAL UNIT I: WATER IMPROVEMENTS CM 0= -0Rr wKORrH 5TMI6IRE COHSIF&AUTM SPE-MFICAT1C7F10.CiA.E WS - DEVELOPER ,AMRM Q FFODJEC-M F�Verikn May 2Z, 2MS m z243 Ctp- eG PROFS�&U Pape 1 arz »e 53.500.001 51.148.00I $5,000.001 $7.500.001 51.1300.001 $22.448.00 1 OTS FU1'Nvt - = x:m FYvldxtY�� •« : E:C-akyran City of Fort Worth, Texas Page 22 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 Engineer's Estimate 1 12 1 13 1 14 15 PTajeet LX=1D6o®a= 3pmf-acim UL-t-of lecLJC ','J. I 41easT¢e UNIT 11: SANITARY SEINER IMPROVEMENTS 3301.000P Post -CCTV Inspection 330' 3' LF 3301.01-01 Manhole Vacuum Testing 330, 30 EA 3305.0119 Trendy Sa" 33 08 10 LF 33U5.D113 Tmt WatEr Stops 33 06 16 EA 3331.4115 S' Sem Pipe 3311 10.33 LF 333141115 E' Sewer Pipe, CSS Bacdi 3311 10.33 LF 3339.WD1 Epoxy Manhole Liner 333060 VF 21330.1001 4' Manhole 33 39 10. 33 EA 3339.1002 4' Drop Manhole 33 39 10. 33 EA 3339.1003 4' Extra depth ManhDIe 33 39 10. 33 VF Had Uzi Rice r Sol $7.00 11 $350.07 Sol $2.00 3 $760.00 831 160.00 30 $105.00 86 $300.00 10 37.500.00 1 39.500.00 01 $800.00 TOTAL UNIT 11= SANITARY SEWER IMPROVEMENT& CM 0= =ORT AKORrH STAND RE 0C TF&AUTW9PE-UFWAT"DOCiMEWS- DEVELOPERAMRDED MaDJE M F� Verskn May 2Z, 2Q15 m z243 DAP-aGPROfV�E, L Pape 2 ar z Fst�e $0.027.001 $3,B50.001 $1.722.00 1 $2.250.001 $49.600.001 $3,150.001 S25.1300.001 V5.000.001 $9.500.001 $4U(10.001 =5,959.001 UT8 RVI YAM OCi E3pwakm C*y Piakd N61D*DE2 FYd Does— r .Estt loan City of Fort Worth, Texas Page 23 of 25 Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 Engineer's Estimate Pmject loss IabmmLoe > SPK&X oo UW Df Hid No se lap. s QuMary UNIT IV: PAVING IMPROVEMENTS 1 U241.1300 Remove Conc Cu'b&Gutter 0241 15 LF 88 2 3201.0814 Cant PMrnt Repair, Residenba 32 01 29 gY 1C44 3 3213.0302 Y Cane S de -walk 32 13 20 SF 8780 4 3213.0401 8" Gannets driveway 32 13 20 SF 1035 6 3213.0806 Barrier Free Ramp, Type P-1 32 13 20 EA 4 8 3216.0101 8" Cone Curb and Gutter 32 16 13 LF 95 7 3291.0100 Topsoi 3291 19 CY 85 B 3292.0100 Black Sad Placement 32 92 13 gY 770 9 3471.0001 Traffic CDnrd 3471 13 M0 1 10 11 12 13 14 15 1B 1 TOTAL UNIT IV: PAVING IMPROVEMENTS QTrY 0= =Cffr1NORrH S*ANDARD cowl i k-noN 9PE{'.IFlr'ATlON 67CYAENN - aE1-FLOPff2 4MRIEQ PFODJEV E =x q er Mey 22, 2019 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 mt2-03 CAP- BD PR6r{SS'SL Pape 3 cc EEO L"uit Price $35.00 $2.075.001 382.00 $134.803.001 $9.00 $52.020.001 $11.00 $11.385.001 $1,250.00 $5.000.001 SM.00 55-225.001 512.00 $1.020.001 $10.00 57.700.001 510.000.00 $10.000.00 1 V30.133.001 OT8 Fal Mb" 6C1 2WMkm M RULLd No iO4M FFWD:C%-Er ce: E�W-ab'aFao Page 24 of 25 Engineer's Estimate P�ra;ect rte>z rofiv®ar� Hit 11t D,a-7t.- Hid Smzzwf UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT IV: PAVING IMPROVEMENTS Oa z2 43 Ctp- a0 PRCfP DEAL parzKIi UW Of I Hid Uid Ptioe Estee vhan" I Quamiry $22.44.0.001 $225,959.00 1 $230.133.00 1 1 Totil Estate $478,540.041 E,dm tfd Number of WDrkingDns. 60 This document is released for the purpose of the City of Fort Worth's Community Facilities Agreement for the 07S Fort Worth Project;CPN 104062) under the authority of JakeTnrpey. PE (TX ii1431813 .05 Augu5t2022. ft is not to be used for construction purposes- Kimley-Ham and Assaoiates- Inc. has na central Dyer the oast of labor, materials- equip Me-L or over the Convacto-r's methods of detErminiig prices or ouer competith* bidding ar market oonditions- Opnions of probahle canstruction rest(OPCC) prawided herein are based on the rfc•rraton known to the Engirk eer at this time and represent only the Engineersjudgment as a design professional familiar with the canstnration ndushy- Proposals, bids, and actual consmmAtion coats will vary from this OPCC. ETN 0= =oRrltbRrH STAN nARC 0QNSTF4J0T10N SPEC.lFFVAMN DMACWS - nEVELOP[3'2 %M%RMQ PACTS Fmn Ver!Sm Mcy 22- 2019 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 CORE/9991000.8160/179720710.3 UM FW YJaM DC1 EMarek i CA!' Rgtd Nu 1 D *U FY�d[ix�Er�ecv: Estl-ak�m Page 25 of 25