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Contract 60740
Received Date: Jan 11, 2024 Received Time: 6:17 a.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: Not Given 93G 23-0166 Mid -Cities Logistics Owner, LLC 2300 North Field Street, #2000, Dallas, Texas 75201 919-741-3282 1 Jef£Knowles@transwestern.com Jeff Knowles, Authorized Signatory Buttercup Lane & Boswell Drive 16-Inch Water Main Rehabilitation Water & Paving Improvements Intersection of State Highway 180 and Sandy Lane Plat Name: Not Given Council District: 15 City Project Number: 105037 I IPRC23-0116 City of Fort Worth, Texas Standard Community Facilities Agreement with City Participation Rev. 4/2/20 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 20 City Secretary Number: 60740 STANDARD COMMUNITY FACILITIES AGREEMENT WITH CITY PARTICIPATION 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 Mid -Cities Logistics Owner, 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 Buttercup Lane & Boswell Drive 16-Inch Water Main Rehabilitation ("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 desires to participate in this Agreement in an amount not to exceed $1,719,637.82 to enlarge the scope of the Improvements beyond what Developer is responsible for constructing by replacing approximately 2,600 linear feet of 16-inch cast iron water main as a result of the Water Department's Cast Iron Replacement Program as authorized by City Council through approval of M&C 23-1073 on December 12, 2023 ("City Participation"); and WHEREAS, the City Participation includes reimbursement to Developer in amounts not to exceed $1,551,257.67 for construction costs, $31,025.15 for material testing costs, $3,870.00 for Infrastructure Plan Review Center fees, and $84,500.00 for engineering costs. The remaining City Participation in the amount of $48,985.00 shall not be paid to Developer, but will be used by City to pay for the City's portion of construction inspection service fees, administrative material testing service fees, and water lab testing fees; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; City of Fort Worth, Texas Page 2 of 20 Standard Community Facilities Agreement with City Participation OFFICIAL RECORD Rev. 4/2/20 CITY SECRETARY FT. WORTH, TX 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 forth 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 exist between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: ❑X Exhibit A: Water ❑ Exhibit A-1: Wastewater ❑X Exhibit B: Paving ❑ Exhibit B- 1: Storm Drain ❑ Exhibit C-1: 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-1, 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 City of Fort Worth, Texas Page 3 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 Improvements. If the Developer's contractors: (a) are not constructing the Improvements in accordance with the Engineering Plans; (b) the contractors violate federal law, state law or local law, policies, rules or regulations in connection with the construction of the Improvements; or (c) coordination of the timing of the construction of adjacent utilities is necessary to avoid having to remove and replace Improvements that Developer's contractors are about to install, the City may temporarily suspend the construction of the Improvements by delivering a written notice to Developer and Developer's contractors. The temporary suspension of the construction of the Improvements shall only occur for the amount of time necessary for Developer's contractors to correct the violation or for the coordination of the utilities to be completed, and upon any such suspension, City agrees to reimburse Developer for the City's share of construction costs for work properly completed through the date City suspended construction. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 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. If the Improvements are not completed at the end of the Term, and any Extension Periods, there will be no further obligation for City Participation to be paid to the Developer. (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. City of Fort Worth, Texas Page 4 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 (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. 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 City of Fort Worth, Texas Page 5 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 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. (h) Developer shall ensure the contractors are paid the City's wage rates in effect during construction of the Improvements. 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 OF ANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, City of Fort Worth, Texas Page 6 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGESARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the Developer's portion of 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 Developer's portion 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 City of Fort Worth, Texas Page 7 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 The City maintains a list of pre -approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtain proof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand - delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 DEVELOPER: Mid -Cities Logistics Owner, LLC 2300 North Field Street, #2000 Dallas, Texas 75201 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 City of Fort Worth, Texas Page 8 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. 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. City of Fort Worth, Texas Page 9 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 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. 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 City of Fort Worth, Texas Page 10 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 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 meaning 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 against a firearm entity or firearm trade association," "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. Compliance with Public Information Act Requests The requirements of Subchapter J, Chapter 552, Government Code, may apply to this Agreement and Developer agrees that the Agreement can be terminated if Developer knowingly or intentionally fails to comply with a requirement of that subchapter. Developer acknowledges that section 552.371 of the Texas Government Code applies to this Agreement if: (1) this Agreement has a stated expenditure of at least $1 million in public funds for the purchase of good or services by the City; or (2) this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a fiscal year of the City. To the extent that section 552.371 of the Texas Government Code applies to this Agreement, Developer shall comply with section 552.372 of the Texas Government Code by: (1) preserving all contracting information relating to this Agreement as provided by the records retention requirements applicable to the City for the duration of the Agreement; (2) promptly providing the City any contracting information related to this Agreement that is in the custody or possession of Developer on request of the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting information related to the Agreement that is in the custody or possession of Developer; or (b) preserving the contracting information relating to the Agreement as provided by the retention requirements application to the City. 29. 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 City of Fort Worth, Texas Page 11 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 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. 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. 35. Counterparts City of Fort Worth, Texas Page 12 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 36. 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. 37. City Participation; Fiscal Funding Limitation (a) The City shall reimburse Developer in amounts not to exceed $1,551,257.67 for construction costs, $31,025.15 for material testing costs, $3,870.00 for Infrastructure Plan Review Center fees, and $84,500.00 for design fees. The remaining City Participation in the amount of $48,985.00 shall not be paid to Developer, but will be used by City to pay for the City's portion of construction inspection service fees, administrative material testing fees, and water lab testing fees. Developer must register as a vendor of the City in order for the City Participation to be paid to Developer. The City Participation for construction costs was calculated as follows: [CHART ON FOLLOWING PAGE] City of Fort Worth, Texas Page 13 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 pro.ecthem in'ottunon Westem>luciupa: N-Cm 814�-LtYiT A'.Sa15 Aelat.d Bidlt�-t `,ec:8caoon ne�mptoo Unit o: Bid Quantin• L'ou 9r a :d--.vipd UW—t Bid �'atue Q 0• Item ie:oon No. -Y-ea,t¢e Water Fac+ties 1 02411D01WaterLine Grouting 024114 CY 139 $25135 S34.93785 2 0241 1301 Remove anc Savage 6' Gate Valve02 41 14 EA 4 S770 98 S3.093.92 3 0241 1305 Remove atw Savage 12* Gate Valv02 41 14 EA 3 $747.81 S2.243.43 4 0241 1510 Remove Y c Savage Fre Hydrant 0241 14 EA 4 $5286 88 $21,147.44 5 3311 0161 d' PVC Water Pipe 3311 12 LF 105 $12902 $13.547.10 B 3311-0261 8- PVC Water Pipe 3311 12 LF 230 5158.18 $36,378.80 36 $5,893.76 - 3311 D461 12' PVC Wate, Pipe 3311 12 LF 28 $175 80 $4,922.40 8 3311 0561 td' PVC C905 Water P oe 3311 12 LF 2'47 $228 74 S5777,508.78 9 3311 D467 12PVC Water Pipe, CLSM 63cldil33 11 12 LF 20 $393 14 $7,882.80 10 33110567 16'PVC C905Water Pae,CLSME331112 LF 40 $39788 $15,915.20 11 33110551 16'CIPWater 331110 LF 24 $27581 $6,819.44 12 3311 0557 16' CIP Water. CLSM Badcfll 3311 10 LF 33 $47522 $15.892.26 13 330E 0109 Tench Safety 330510 LF 3.027 $1 00 S3,027.00 14 33051DDE 30'Casng By Open Cut 330522 LF 33 $59822 $19.741.26 15 33122003 1' WalerSerwoe 331210 EA 5 S4,643.58 $23.217.80 5 $23.217.80 16 33122203 2' WaterSemce 331210 EA 5 $5,75426 $28,771.30 5 $28,771.30 17 0241 1303 Remove 8' Water Valve 0241 14 EA 1 S907 37 S907.37 18 0241 1351 Savage 16- W ate, Valve 0241 14 EA 3 $2.388 95 $7,100.85 19 9999 DOO1 Remove 2' A, Re -ease Valve aro V00 OD 00 EA 1 $1.872 53 $1.872.53 20 3312 310d 16' Cut-m Gate Valve w Vault 33 12 20 EA 1 $27,023 90 $27,023.00 21 9999 D002 ' 8' x 10' Cut In Tee 00 OD 00 EA 1 S 19,875 85 $19,875.85 22 3312 3002 6' Gate Valve 0241 14 EA 4 32.071 89 $10,888.78 23 3312.3DO3 8' Gate Valve 33 12 20 EA 10 S3,577.01 $35,779.10 9 $32.201.19 24 3312.300E 12' Gate Valve 33 12 20 EA $6.798.69 $6,798.69 25 3312 3006 16' Gate Valve w; VatIt 33 12 20 EA 11 523,403 90 S257,442.90 26 (1241-1118 4'-12'Pressure Plug 024114 EA 10 $926-36 $9,283.60 9 S8,337.24 27 0241 1106 16 Press,.�e Plug 0241 14 EA 1 $4.624 7 5 S4.824.75 28 3312 1D02 2' Combinaton Air Valve Assembly 33 1230 EA 1 314.192 38 $14.192.38 29 3312 6002 d' Slow Off Valve 33 12 60 EA 1 S10.886 86 $10.888.88 30 3312-0001 FireHyc•a^t 331240 EA 4 S8.40448 $33.817.92 31 3312 0117 Connection to Existing 4'-12' W ater33 12 25 EA 2 S7.18466 $14,329.72 32 3312 010d Connection to Ec)song ' E' Water M 33 12 25 EA 2 $10.479 86 S20,g59.72 33 3311 D001 Ductile ron Water Fittings vB Res1r33 11 11 TON 3.10 312.D63 87 $37,398.00 Water Subtotal $1,327.163.48 Non City Related $98.221.29 City Participation $1228.942.19 Paving Fac ities 34 3201 0203 Asphalt Pvmt Repair Beyond Define34 01 17 SY 1.672 $28.36 $47.417.92 35 0241 1506 2' Surface Ming 024115 SY 5232 $12,17 $63,873.44 36 3212 0201 2' Aso^ah Pvmt Type C 32 12 16 SY O.WX S2d.56 $183.370.24 37 3741 DDD 1 T•aFic Control 3471 13 MO 2 3 * 3,92d.94 $27.853.83 Paving Subtotal $322.315.48 Bid Summary Der Cost CFW Cost Total Cost Water Facilrties Subtotal $98,22129 $1.228,942.19 $1,327,163.48 Paving Facilrties Subtotal 0 $322.315.48 $322,315.48 Total Bid $98,72129 $1.551257-67 $1.649,478.96 R'orltat6DM 120 (b) As construction of the Improvements commences, Developer will receive applications for payment from Developer's contractors. Developer shall verify that each application for payment is due and payable under the construction contract between Developer and the contractor and that the Improvements that are the subj ect of the application for payment have been constructed. Developer shall submit payment requests to the City, in the form of an invoice, no more frequently than every thirty days in order to obtain reimbursement of the City Participation (each a "Payment Request"). Each Payment Request shall be delivered to the City through the City's E-Builder software system. (c) Each Payment Request may seek reimbursement of the Improvements that have been constructed. Commencing with the second Payment Request, Developer shall provide an affidavit of payment and lien release signed by Developer's contractors covering the amount of the previous Payment Request. Each affidavit and lien release shall verify Developer's payment to the contractor for the previous Payment Requests and the contractors' payment to all subcontractors and material suppliers of all amounts owed in connection with the previous Payment Requests. The City shall pay the amount of each Payment Request to Developer within 30 days after receiving the invoice. City shall have no obligation to pay Developer for the second Payment Request or any City of Fort Worth, Texas Page 14 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 subsequent Payment Request until Developer provides the City with the affidavit of payment and lien release signed by Developer's contractors verifying Developer's payment to the contractors for the previous Payment Requests and the contractors' payments to all subcontractors and material suppliers of all amounts owed in connection with the previous Payment Requests. (d) In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City will immediately notify Developer of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. (e) Substantial completion of the Improvements shall occur after Developer's contractors notify the City that the Improvements are constructed and ready for their intended use, the City and Developer's contractors inspect the Improvements, and the City concurs that the Improvements are substantially complete. This Agreement does not provide for any retainage to be withheld from the City Participation. 38. Minority Business Enterprise Compliance It is City policy to ensure the full and equitable participation by Minority Business Enterprises (MBE) and Small Business Enterprises (SBE) in the procurement of goods and services on a contractual basis. In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-26712- 2011 (as amended), the City has established a goal of 22% on the City Participation for the Improvements in this Agreement as set forth in Attachment 4, which is attached hereto and incorporated herein by reference. Developer shall comply with the intent of the City's Business Diversity Enterprise Ordinance. Developer shall, upon request by City, provide complete and accurate information regarding actual work performed by an MBE or SBE on this Agreement and payment therefor. Developer will not make additions, deletions, or substitutions of accepted MBE or SBE without written consent of the City. Any unjustified change or deletion shall be a material breach of this Agreement. Developer shall require its contractors to comply with the Diversity Enterprise Ordinance and the 22% goal for the City Participation in the Improvements for this Agreement. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 15 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 39. Cost Summary Sheet Project Name: Buttercup Lane & Boswell Drive 16-Inch Water Main Rehabilitation CFA No. 23-0166 Items A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Construction Cost (excluding the fees) Estimated Construction Fees: C. Construction Inspection Service Fee D. Administrative Material Testing Service Fee E. Material Testing Cost E. Water Testing Lab Fee F. Design Fees G. IPRC Fees Total Estimated Construction Fees: TOTAL PROJECT COST Financial Guarantee Options, choose one Bond = 100% IPRC No. 23-0116 City Project No.105037 Developer's Cost City's Cost Total Cost $ 98,221.29 $ 1,228,942.19 $ 1,327,163.48 $ 98,221.29 $ 1,228,942.19 $ 1,327,163.48 $ - $ 322,315.48 $ 322,315.48 $ $ 322,315.48 $ 322,315.48 $ 98,221.29 $ 1,551,257.67 $ 1,649,478.96 $ $ 45,000.00 $ 45,000.00 $ $ 2,695.00 $ 2,695.00 $ $ 31,025.15 $ 31,025.15 $ $ 1,290.00 $ 1,290.00 $ $ 84,500.00 $ 84,500.00 $ $ 3,870.00 $ 3,870.00 $ - $ 168,380.15 $ 168,380.15 $ 98,221.29 $ 1,719,637.82 $ 1,817,859.11 Choice Amount (Mark one $ 98,221.29 I X City of Fort Worth, Texas Page 16 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 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 baru>r Bcr,� Dana Burghdoff (Jan 0, 2024 :37 CST) Dana Burghdoff Assistant City Manager Date: Jan 10, 2024 Recommended by: Q _ ,d:¢. Dwayne Hollars (Jan 10, 202411:34 CST) Dwayne Hollars Contract Compliance Specialist Development Services Department Approved as to Form & Legality: Thomas Royce Hansen Assistant City Attorney DEVELOPER Mid -Cities Logistics Owner, LLC a Delaware limited liability company By: Mid -Cities Logistics Investor Holdings, LLC its sole member By: Jeff Knowles Authorized Signatory Date: Jan 10, 2024 M&C No. 23-1073 Date: 12/12/2023 Contract Compliance Manager: Form 1295: 2023-1092140 By signing, I acknowledge that I am the person oa44�n��11 responsible for the monitoring and ATTEST: O�°F 00000 A administration of this contract, including � , °� �� ensuring all performance and reporting 0 911.0 1. g g.I D requirements. °2 Jannette Goodall �� o° o d CICity Secretary �a'F 000 o° �,d"� Secret0 °O .d Rebecca Diane Owen (Jan 10, 202411:52 CST) 0Opp00 �d ��ti nEXASaAp Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 17 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 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 ❑X Attachment 4 — Business Diversity Ordinance Compliance ❑X Location Map ® Exhibit A: Water Improvements ❑ Exhibit A-1: Wastewater Improvements ® Exhibit B: Paving Improvements ❑ Exhibit B-1: Storm Drain Improvements ❑ Exhibit C-1: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 18 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 105037 None City of Fort Worth, Texas Page 19 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 ATTACHMENT "4" Business Diversity Ordinance Compliance CITY OF FORT WORTH CONTRACT COMPLIANCE MEMORANDUM THIS FORM MUST BE ATTACHED TO THE ROUTING "M & C" BEFORE LAW DEPARTMENT AND CITY MANAGER APPROVAL To: Department Project Manager From. Office of Business Equity Date: November 27, 2023 In the Amount of: S1,649,478.96 105037 _�]@FroJaa Ru iProje old: Buttercup Lane and Boswell Drive 16inch water line replacment. 1, Compliance with the City s Business Equity Ordinance has been achieved by the following method: Western Municipal Construction of Texas, LLC is in compliance with the City's Business Equity Ordinance by committing to 36% MWBE participation on this project. The City's MWBE goal on this project is 22%. .a.e�. 0�P� „ 17AM40 City of Fort Worth, Texas Page 20 of 20 Standard Community Facilities Agreement with City Participation Rev. 4/2/20 z w m w w I J (D I w a d- It w O U I l< U l< U N S N rn c 0 a_ O U N 3 rn O m M HILLS E) I;s� tit rOitll RVER Gm r! eve. �R W ti (CARVEI EIGHTS E (rent-Acod Stair Ro 5 'b c LAKFWOOD ADDITION C. PROJECT ,LOCATION tiar,C..rer E3 Hve ter A,re I taftL I. oreer Pk AY N or EAST r� w0ZTir W E S ►v.T.S. WEST ARLI �3C3 woo r+ WEST W Al*&nsas Lr ac R � � r z T- ]BUTTERCUP LANE & BOSWELL DRIVE VIE 16-INCH[ WATER MAIN REHABILITATION LOCATED IN CITY OF FORT WORTH, TEXAS MiAPSCO NO.: 93 G E)EVELt)PEP BY: TRANSWESTERN' 2300 NORTH FIELD STREET SUITE 2000 DALLAS, TEXAS 75201 PR P1REI) BY: GMcivit Engineering & Surveying 25595W Grapevine Pkwy, Grapevine, Texas 76051 817-329-4373 TxEng Firrn # F-2944 I TrS— Firm # 10021700 N W E S I DEVELOPED BY: U LEGEND PREPARED BY: GMcivitTRANSWESTERN® W PROPOSED WATER LINE EXISTING WATER LINE Engineering & Surveying 2300 NORTH FIELD STREET 2559 SW Grapevine P", Grapevine, Texas 76051 SUITE 2000 IEng Rrm k F2944 12TKS— Frm M 10021700 DALLAS, TEXAS 75201 E:\10961 — Transwestern — Boswell CoFW\Plans\SHEETS\CFA\CFA 16 WL — REPLACEMENT — 10961.dwg Wed Dec 13 2023 16:49 BUTTERCUP LANE & BOSW ELL DRIVE 16-INCH WATER MAIN REHABILITATION V1I C] N: 105037 I PAVIN CX-HI1BI'1' " 8" i 1 F a 1 4 1 z s� 1 ~I 1 MILL AND — Y PAVEMENT r r N W*E S SCALE: P = 400' U.S. i[`' Ily NO. w� DEVELOPED BY: IG ® LEGEND PREPARED RY GMcivitTRANSWESTERN© MILL AND OVERLAY PAVEMENT Engineering & Surveying 2300 NORTH FIELD STREET 2559 SW Grapevine Pkwv, Grapevine, Texas 76051 SUITE 2000 lEng A- M 1-2944 12T Sur vFm # 10021700 DALLAS, TEXAS 75201 E:\10961 — Transwestern — Boswell CoFW\Plans\SHEETS\CFA\CFA 16 WL — REPLACEMENT — 10961.dwg Wed Nov 08 2023 12:44 00 42 43 DAP - BID PROPOSAL Page I ,f2 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Boswell 16-Inch, City Project q 105037 UNIT PRICE BID Project Item Information Bidder's Proposal Bidlist Description p Specification I Unit of I Bid Quantity Unit Price I Bid Value Item No. Section No. Measure Water Facilities 1 0241.1001 Water Line Groutinq 0241 14 10241 CY 139 $251.35 $34,937.65 2 0241.1301 Remove and Salvaqe 6" Gate Valve 14 EA 4 $770.98 $3,083.92 3 0241.1305 Remove and Salvage 12" Gate Valve 10241 14 EA 3 $747.81 $2,243.43 4 0241.1510 Remove and Salvage Fire Hydrant 10241 14 EA 4 $5,286.86 $21,147.44 5 3311.0161 6" PVC Water Pie 133 11 12 LF 105 $129.02 $13,547.10 6 3311.0261 8" PVC Water Pie 133 11 12 LF 230 $158.16 $36,376.80 7 3311.0461 12" PVC Water Pipe 11 12 LF 28 $175.80 $4,922.40 8 3311.0561 16" PVC C905 Water Pipe �33 33 11 12 1 LF 2,547 $226.741 $577,506.78 9 3311.0467 12" PVC Water Pige, CLSM Backfill 18311 12 I LF 20 $393.141 $7,862.80 10 3311.0567 16" PVC C905 Water Pipe, CLSM Backfill 13311 12 I LF 40 $397.881 $15,915.20 11 3311.0551 16" DIP Water 133 11 10 I LF 24 $275.811 $6,619.44 12 3311.0557 16" DIP Water, CLSM Backfill 133 11 10 I LF 33 $475.221 $15,682.26 13 3305.0109 Trench Safety 13305 10 I LF 3`027 $1.001 $3,027.00 14 1' 305.1005 30" Casinq B� Open Cut 133 05 22 1 LF 33 $598.22 1 $19,741.26 15 13312.2003 1" Water Service 133 12 10 1 EA 5 S4,643.561 $23,217.80 16 13312.2203 2" Water Service 133 1210 I EA 5 1 $5,754.261 $28,771.30 17 10241.1303 Remove 8" Water Valve 102 41 14 1 EA 1 1 1 $907.371 $907.37 18 10241.1351 Salvage 16" Water Valve 02 41 14 I EA 1 3 1 $2,366.95 1 $7,100.85 19 19999.0001 Remove 2" Air Release Valve and Vault Assembly 100 00 00 I EA I 1 1 $1,872.531 $1,872.53 20 13312.3106 16" Cut -in Gate Valve w/ Vault 133 12 20 I EA I 1 1 $27,023.901 $27,023.90 21 19999.0002 16" x 16" Cut In Tee 100 00 00 I EA 1 1 1 $19,675.851 $19,675.85 22 13312.3002 6" Gate Valve 10241 14 I EA I 4 1 $2,671.691 $10,686.76 23 13312.3003 8" Gate Valve 133 12 20 I EA 1 10 1 $3,577.911 $35,779.10 24 13312.3005 12" Gate Valve 133 12 20 I EA 1 1 1 $6,798.691 $6,798.69 25 3312.3006 16" Gate Valve w/ Vault j 33 12 20 1 EA I 11 1 $23,403.901 $257,442.90 26 0241.1118 4"-12" Pressure Plug 10241 14 1 EA 1 10 1 $926,361 $9,263.60 27 10241.1106 16" Pressure Plug 10241 14 1 EA 1 1 1 $4,624.751 $4,624.75 28 13312.1002 2" Combination Air Valve Assembly for Water 133 12 30 I EA I 1 1 $14,192.381 $14,192.38 29 13312.6002 6" Blow Off Valve 133 1260 I EA I 1 I $10,886.861 $10,886.86 30 13312.0001 Fire Hydrant 133 1240 I EA 1 4 1 $8,404.481 $33,617.92 31 13312.0117 Connection to Existing 4"-12" Water Main 133 1225 1 EA I 2 1 $7,164.861 $14,329.72 32 13312.0106 Connection to Existing 16" Water Main M 1225 I EA I 2 1 $10,479.861 $20,959.72 33 13311.0001 Ductile Iron Water Fi ings w/ Restraint 133 11 11 1 TON 1 3.10 1 $12,063.871 $37,398.00 Water Subtotal M $1,327,163.48 CfrY OF FORT WORTH Buvercup to Boswell Or 16" Water Main Rehabilitation Addendum NI STANDARD CONSTRUCTION SPEC FICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS City Prje No. 105037 Faun Ver m May 22, 2019 Addendum Na 1 Workbaok.1. 00 42 43 DAP - BB) PROPOSAL Page 2 of2 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Boswell 16-Inch, City Project # 105037 UNIT PRICE BID Project Item Information Bidders Proposal Bidlist Specification Unit of Description Bid Quantity Unit Price Bid Value Item No. I Section No. Measure PavinlFacilities 34 3201.0203 Asphalt Pvmt Repair Beyond Defined Width, Industrial 3401 17 SY 1.672 s2a.36 S47,a17.1 35 0241.1506 2" urface Milling 0241 15 SY 5.232 512.17 $63,673.44 36 3212.0201 2" Asphalt Pvmt Type C 32 12 16 SY 6 $26.s6 $183,370.24 37 3741.0001 Traffic Control 3471 13 MO \904 Z $13,926.94 $27.853.88 Paving Subtotal I $322,315A8 Bid Summary Water Facilities Subtotal Pavina Facilities Subtotal Total Bid This bid is submitted by the entity listed below: Company: Western Municipal Construction of Texas, LLC. Street Address: 402 Gulf Ave. City, State, Zip Code: Justin, Texas 76247 Phone: (940) 648-0020 Contactor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided In the General Conditlons. I $1.327,163.48 I` $322,315.48 $1,649,478.96 By: Signature Title: General Manager Date: November grit, 2o23 END OF SECTION /" werldng days CnY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Foam Venion My 22, 2019 B,mncup rn B-11 Dr 16" Water Alin Rehabilitation Addendum MI City Project No. 105037 Addendum No. 1 Workbookxh 12/22/23, 9:41 AM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 12/12/2023 REFERENCE **M&C 23- LOG NAME: NO.: 1073 CODE: C TYPE: CONSENT PUBLIC HEARING. Official site of the City of Fort Worth, Texas FoRTWORni 60BUTTERCUP LANE & BOSWELL DRIVE 161NCH WATER LINE NO SUBJECT: (CD 5) Authorize Execution of a Community Facilities Agreement with Mid -Cities Logistics Owner, LLC, with City Participation in an Amount Up to $1,696,502.82 for the Replacement of Approximately 2,600 Linear Feet of 16-Inch Cast Iron Water Main as a Result of the Water Department's Cast Iron Replacement Program and Adopt Appropriation Ordinance to Effect a Portion of Water's Contribution to the Fiscal Years 2024-2028 Capital Improvement Program RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Community Facilities Agreement with Mid -Cities Logistics Owner, LLC, with City participation in an amount up to $1,696,502.82 for the replacement of approximately 2,600 Linear Feet of 16-inch cast iron water main as a result of the Water Department's Cast Iron Replacement Program; and 2. Adopt the attached appropriation ordinance adjusting appropriations in Water & Sewer Bond 2015A Fund by increasing estimated receipts and appropriations in the Community Facility Agreements Bucket programmable project (City Project No. P00001) in the amount of $1,929,192.00 and decreasing the estimated receipts and appropriations in the Unspecified - All Funds project (City Project No. UNSPEC) by the same amount for the purpose of funding the CFA-Buttercup Lane & Boswell D project (City Project No. 105037) and effect a portion of Water's contribution to the Fiscal Years 2024-2028 Capital Improvement Program. DISCUSSION: Mid -Cities Logistics Owner, LLC., (Developer) is constructing Mid -Cities (Development) west of the Texas Motor Speedway and north of Interstate Highway 114. The Water Department is seeking to participate in the project for the replacement of approximately 2,600 linear feet of 16-inch cast iron water main as a result of the Water Department's Cast Iron Replacement Program. The Buttercup Lane and Boswell Drive water line project is assigned City Project No. 105037 and Accela System Record IPRC23-0116. This project has been publicly bid. The City's cost participation in the construction and oversizing of the water main is estimated to be in an amount not to exceed $1,696,502.82 as shown in the table below. Payments to the Developer are estimated to be $1,551,257.67 for construction costs, $31,025.15 for material testing costs, $3,870.00 for Infrastructure Plan Review Center (IPRC) fees, and $84,500.00 for design services. The City's cost participation also includes $25,850.00 to cover the City's portion of construction inspection service fees, administrative material testing service fees, and water lab testing fees. An additional $232,688.65 in contingency funds will cover the City's portion of any change orders. A. Public Improvements Developer Cost City Cost Total Cost 1. Water Improvements $98,221.29 $1,228,942.19 $1,327,163.48 2. Paving Improvements $0.00 $322,315.48 $322,315.48 Contingency $0.00 $232,688.65 $232,688.65 apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31698&counci ddate=12/12/2023 1/3 12/22/23, 9:41 AM B. Inspections & Testing 1. Construction Inspection Fee 2. Admin Material Testing Fee 3. Material Testing Cost 4. Water Lab Fee 5. Design Fees 6. IPRC Fees Total Project Cost M&C Review $0.00 $22,500.00 $22,500.00 $0.00 $2,450.00 $2,450.00 $0.00 $31,025.15 $31,025.15 $0.00 $900.00 $900.00 $0.00 $84,500.00 $84,500.00 $0.00 $3,870.00 $3,8701 $98,221.29 $1,929,191.47 $2,027,412.76 *Numbers will be rounded up for accounting purposes. The reimbursement of the participation, excluding inspection and material testing fees, is not a lump - sum amount and may be less than the stated amount depending upon the actual quantities and unit prices from the Notice of Final Completion package, commonly referred to as the Green Sheet package. BUSINESS EQUITY — Western Municipal Construction of Texas, LLC is in compliance with the City's Business Equity Ordinance by committing to 36\% MWBE participation on this project. The City's MWBE goal on this project is 22\%. It is the practice of the Water Department to appropriate its CIP plan throughout the Fiscal Year instead of within the annual budget ordinance, as projects commence, additional funding needs are identified, and to comply with bond covenants. The actions in the M&C will amend the City of Fort Worth's Fiscal Year 2024-2028 Capital Improvement Program as follows: 60BUTTERCUP LANE & BOSWELL DRIVE 161NCH WATER LINE Capital project FY2024 CIP Budget Change Revised Fund Name Appropriations Authority (Increase/Decrease) FY2024 Name Budget Water 105037 — & Sewer C FA - Bond Buttercup $0.00 This M&C $1,929,192.00 $1,929,192.00 2015A Lane & -Fund Boswell 56007 D Funding is available in the Unspecified -All Funds project within the Water & Sewer Bonds 2015A Fund for the purpose of funding the CFA-Buttercup Lane & Boswell D project. Funding for the CFA-Buttercup Lane & Boswell Dr project is depicted below: Fund Existing Additional Project Total* Appropriations Appropriations Water & Sewer Bond 201A Fund $0.00 $1,929,192.00 $1,929,192.00 56007 Project Total $0.00 $1,929,192.00 $1,929,192.00 *Numbers rounded for presentation purposes. This development is located in Council District 5. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Unspecified -All Funds project within the Water & Sewer Bond 2015A Fund and upon approval of the above recommendations apps.cfwnet.org/counciI_packet/mc_review.asp?ID=31698&counciIdate=12/12/2023 2/3 12/22/23, 9:41 AM M&C Review and adoption of the attached appropriation ordinance, funds will be available in the Water & Sewer Bond 2015A Fund for the CFA-Buttercup Lane & Boswell D project to support the above recommendations and execution of the contract. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Dana Burghdoff (8018) Originating Department Head: Chris Harder (5020) Additional Information Contact: Suby Varughese (8009) ATTACHMENTS 105037 Sianed Compliance Memo 11.27.23 AI.pdf (CFW Internal) 20231109144831563.pdf (CFW Internal) 60 CFA- Buttercup Lane FID Table (WCF 12.06.23).XLSX (CFW Internal) 60BUTTERCUP LANE & BOSWELL DRIVE.docx (CFW Internal) Buttercup Boswell Overall water line plan.pdf (Public) ORD.APP 60BUTTERCUP LANE & BOSWELL DRIVE 161NCH WATER LINE 56007 A024revmh.docx (Public) PBS CPN 105037.pdf (Public) apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31698&counci ddate=12/12/2023 3/3