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HomeMy WebLinkAboutContract 61549Received Date: J u n 14, 2024 Received Time: 12:44 p.m. Developer and Project Information Cover Sheet: Developer Company Name: 170 Northstar Ranch Developer, Inc. Address, State, Zip Code: 3045 Lackland Rd. Fort Worth, Texas 76116 Phone & Email: 817-925-9297 1 kgill@sableholdings.com Authorized Signatory, Title: Kim Gill, Vice President Project Name: Northstar West Phase 3 Brief Description: Water, Sewer, Paving, Storm Drain, Street Lights & Signs Project Location: Southwest corner of intersection of Northstar Pkwy and Bates Aston Rd. Plat Case Number: Not given Plat Name: Not given Mapsco: 4G Council District: 10 CFA Number: 24-0048 City Project Number: 104824 1 IPRC23-0051 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 19 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 61549 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 170 Northstar Ranch Developer, Inc. ("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 Northstar West Phase 3 ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in OFFICIAL RECORD City of Fort Worth, Texas CITY SECRETARY Page 2 of 19 Standard Community Facilities Agreement FT. WORTH, TX Rev. 9/21 connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: ® Exhibit A: Water © Exhibit A-1: Sewer ® Exhibit B: Paving © Exhibit 13-1: 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 Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall City of Fort Worth, Texas Page 3 of 19 Standard Community Facilities Agreement Rev. 9/21 not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. City of Fort Worth, Texas Page 4 of 19 Standard Community Facilities Agreement Rev. 9/21 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer -awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any City of Fort Worth, Texas Page 5 of 19 Standard Community Facilities Agreement Rev. 9/21 costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCLUDING DEATH, OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. City of Fort Worth, Texas Page 6 of 19 Standard Community Facilities Agreement Rev. 9/21 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the construction of the Improvements, the City will reconcile the actual cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer must pay the difference to the City before the Improvements will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by the Developer, the City will refund the difference to the Developer. If the difference between the actual costs and the estimated payments made by the Developer is less than fifty dollars ($50.00), the City will not issue a refund and the Developer will not be responsible for paying the difference. The financial guarantee will not be released by the City or returned to the Developer until reconciliation has been completed by the City and any fees owed to the City have been paid by the Developer. 15. Material Testing The City maintains a list of pre -approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtain proof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand - delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Development Coordination Office City of Fort Worth 200 Texas Street City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 DEVELOPER: 170 Northstar Ranch Developer, Inc. 3045 Lackland Rd. Fort Worth, Texas 76116 Page 7 of 19 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 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat City of Fort Worth, Texas Page 8 of 19 Standard Community Facilities Agreement Rev. 9/21 superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City of Fort Worth, Texas Page 9 of 19 Standard Community Facilities Agreement Rev. 9/21 City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that City of Fort Worth, Texas Page 10 of 19 Standard Community Facilities Agreement Rev. 9/21 Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'SEMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. City of Fort Worth, Texas Page 11 of 19 Standard Community Facilities Agreement Rev. 9/21 33. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. 36. Pipeline License from BNSF Railway Company (a) A portion of the Improvements will be constructed on property owned by BNSF Railway Company ("BNSF"). A pipeline license between the City and BNSF is necessary for Developer to construct the portion of the Improvements on BNSF's property ("License"). To date, the License has not been executed. Developer desires to execute this Agreement and begin work outside of BNSF's property pursuant to this Agreement before the License is executed. City consents to Developer beginning the work outside BNSF's property subject to the provisions in this Section 36 and the remaining terms and conditions of this Agreement. (b) Notwithstanding anything to the contrary herein, Developer shall not perform any construction within BNSF's property until the License is executed and Developer has met all requirements of the License to begin construction. Developer shall not enter on BNSF's property until the License is issued. Developer shall ensure its contractors do not enter into or perform any work on BNSF's property until the License is issued. Developer shall ensure that all work performed by its contractors and all entry onto BNSF's property is performed in accordance with the License. (c) Developer understands that the City has no control over the issuance of the License and that the Improvements outside BNSF's property may be completed months before the License is issued. Developer further understands that the License may never be executed, which will require Developer to redesign and reconstruct portions of the Improvements at Developer's sole cost and expense. City shall not be liable in any form for Developer proceeding to construction prior to the License being executed. City shall not release the hold on the final plat for the Project until the Improvements are constructed and accepted by the City. City of Fort Worth, Texas Page 12 of 19 Standard Community Facilities Agreement Rev. 9/21 (d) BY CHOOSING TO PROCEED TO CONSTRUCTION BEFORE THE LICENSE IS EXECUTED, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY AND ALL ECONOMIC DAMAGES PROPERTY LOSS, PROPERTY DAMAGES AND PERSONAL INJURY, (INCL UDINGDEATH), OFANYKINO OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO ANYAND ALL ECONOMICDAMAGES, PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS BEFORE THE LICENSE IS EXECUTED OR DEVELOPER'S DECISION TO PROCEED TO CONSTRUCTION BEFORE THE LICENSE IS EXECUTED. DEVELOPER, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROM AND AGAINST ANYAND ALL CLAIMS (WHETHER AT LA W OR IN EQUIT19, LIABILITIES, DAMAGES (INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTY LOSS, PROPERTY DAMAGES AND PERSONAL INJURIES INCLUDING DEATH), LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELATED TO (1) CONSTRUCTION OF THE IMPROVEMENTS BEFORE THE LICENSE IS EXECUTED OR DEVELOPER'S CHOICE TO CONSTRUCT THE IMPR 0 VEMENTS BEFORE THE LICENSE IS EXECUTED, OR (2) BYREASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY THE CONSTRUCTION OF THE IMPROVEMENTSBEFORE THE LICENSE IS EXECUTED OR DEVELOPER'S CHOICE TO CONSTRUCT THE IMPROVEMENTS BEFORE THE LICENSE IS EXECUTED, WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR INPART, BY THE ALLEGED NEGLIGENCE OF THE CITY OFFORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 13 of 19 Standard Community Facilities Agreement Rev. 9/21 Project Name: Northstar West Phase 3 CFA No.: 24-0048 Items A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Seer Construction Total 37. Cost Summary Sheet City Project No.: 104824 B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Construction Cost (excluding the fees) Estimated Construction Fees: C. Construction Inspection Service Fee D. Administrative Material Testing Service Fee E. Water Testing Lab Fee Total Estimated Construction Fees: Financial Guarantee Options, choose one Bond = 100% Completion Aqreement = 100% / Holds Plat Cash Escrow Water/Sanitary Sewer= 125% Cash Escrow Pavinq/Storm Drain = 125% Letter of Credit = 125% Escrow Pledqe Aqreement = 125% Developer's Cost $ 1,710,870.00 $ 1,909,061.00 $ 3,619,931.00 IPRC No.: 23-0051 $ 2,545,369.65 $ 1,840,969.00 $ 799,039.57 $ 54,800.00 $ 5,240,178.22 $ 8,860,109.22 $187,500.00 $29,400.00 $2,100.00 $ 219,000.00 Choice Amount (Mark one $ 8,860,109.22 $ 8,860,109.22 $ 4,524,913.75 $ 6,550,222.78 $ 11,075,136.53 X City of Fort Worth, Texas Page 14 of 19 Standard Community Facilities Agreement Rev. 9/21 IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH t >AK -1- �au�gLiria Dana Burghdoff (Jun 2, 2024� :42 CDT) Dana Burghdoff Assistant City Manager Date: J u n 12, 2024 Recommended by: Dwayne Hollars (Jun 12, 202410:46 CDT) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard McCracken (Jun 12, 202412:26 CDT) Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Date: Jun 12, 2024 Form 1295: N/A ATTEST: Jannette S. Goodall City Secretary oouvnpb dve o:C %aaab nEXA?ogp DEVELOPER 170 Northstar Ranch Developer, Inc. kiwAlu kim gill (Juh'7, 202408:51 CDT) Kim Gill Vice President Date: Jun 7, 2024 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. -U,Is^ Rebecca Owen (Jun 12, 202411:35 CDT) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 15 of 19 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment © Attachment 1 - Changes to Standard Community Facilities Agreement ® Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions ® Location Map ® Exhibit A: Water Improvements ❑X Exhibit A-1: Sewer Improvements X❑ Exhibit B: Paving Improvements © Exhibit B-1: Storm Drain Improvements © Exhibit C: Street Lights and Signs Improvements © Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 16 of 19 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104824 None City of Fort Worth, Texas Page 17 of 19 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "2" Phased CFA Provision City Project No. 104824 The improvements being constructed by Developer pursuant to this Agreement will connect to improvements Developer is constructing under a separate Community Facilities Agreement that have not been completed and accepted by the City. Therefore, this Agreement shall be considered a "Phased CFA" and the provisions contained in this section shall apply to this Agreement. The improvements being constructed by Developer under the separate Community Facilities Agreement shall be defined as the "Parent Project." The improvements being constructed by Developer under this Agreement shall be defined as the "Child Project." Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction Problems"). Construction Problems may include, but are not limited to: failure of the improvements to comply with the approved plans or City Specifications; failure of the improvements in the Parent Project and the Child Project to properly connect to each other; changes to the design or construction of the improvements in the Parent Project that impact the design and construction of the improvements in the Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of some or all of the improvements and Developer having to remove and reconstruct the improvements at Developer's expense. In addition, Developer understands and agrees that disputes may arise between Developer's contractors or their subcontractors relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors or disputes between contractors and subcontractors. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for Developer's decision to proceed with a Phased CFA. Developer shall not make the final connection of the improvements in the Child Project to the improvements in the Parent Project until the improvements in the Parent Project have been constructed and accepted by the City and the City has consented to Developer making the connection. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more single family residential homes or structures, the City will not record the plat related to the Project until the improvements are constructed and accepted by the City. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more commercial buildings or structures, the Developer shall not receive a Certificate of Occupancy from the City for the building(s) related to the Project until the improvements in this Agreement are constructed and accepted by the City. Developer further understands and agrees that completion of the improvements under this Agreement does not entitle Developer to obtain a final plat of the property until City of Fort Worth, Texas Page 18 of 19 Standard Community Facilities Agreement Rev. 9/21 all other requirements of Federal law, State law, or the City Code relating to the filing and recording of a final plat have been met by Developer. BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANYAND ALL ECONOMIC DAMAGES PROPERTYLOSS, PROPERTY DAMAGES AND PERSONAL INJURY, (INCLUDING DEATH), OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOTLIMITED TOANYANDALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CFA. DEVELOPER, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROM AND AGAINST ANY AND ALL CLAIMS (WHETHER AT LAW OR IN EQUITY), LIABILITIES, DAMAGES (INCLUDINGANY AND ALL ECONOMIC DAMA GES, PROPERTYLOSS, PR OPER TY DAMA GES AND PERSONAL INJURIES INCLUDING DEATH), LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR INPART BY THE CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA 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. DEVELOPER: k4f XU kim gill (Juii7, 2024 08:51 CDT) Name: Kim Gill Title:Vice President City of Fort Worth, Texas Page 19 of 19 Standard Community Facilities Agreement Rev. 9/21 COUNCIL DISTRICT NO. 10 MAPSCO NO.4G v�' D LOCATION MAP NORTH NOT TO SCALE NORTHSTAR WEST PHASE 3 DATE: FEBRUARY 2024 OWNER: SABLE HOLDINGS 706 CINNABAR COURT WESTWORTH VILLAGE, TX 76114 PHONE #: 817-925-9297 I PRC23-0051 CPN 104824 P E LOTO N II LAND SOLUTIONS 9800 HILLWOOD PARKWAY SUITE 250 FORT WORTH, TX 76177 PHONE: 817-562-3350 ;:dJ PROPOSED 1 I1�11111�1yI,11I,�,11 PROPOSED I I 1I II I' PROPOSED l� N—STAR WEST� J.J.JJ r+oRTMs*na WEsr� CONNECT TOEXISTING CONNECT TO EXISTING \ I \ T�I -CPN 101808 CPN 101808 1 E LLLI _EA w OSED NO -PROTPR - \ / PMFSE Esr s.R i EXISTING 16" EXISTING \ \i CONNECT TO EXISTING ' 12" WATERLINE WATER LINE CPN 101755 EXISTING i6" I I_� �i \ RAILROAD d WATER �_ S w — 16" WATER LINE III _ rvEg 7171 \EXISTING 8" WATER LINEi CONNECTTO EXISTING E _ CPN 1017515 I I I LEGEND PROPOSED WATER LINE ExW EXISTING WATERLINE PROPOSED GATE VALVE ExW EXISTING GATE VALVE PROPOSED FIRE HYDRANT ExW � EXISTING FIRE HYDRANT EXHIBIT A - WATER "'T WATER 0 NORTH 800' IMPROVEMENTS NORTHSTAR WEST PHASE 3 GRAPHIC SCALE DATE: APRIL 2024 16"WATER gv LINE 1 J 7 `i" F71TTT CONNECT TO EXISTING CPN 104362 EXISTING 16" WATER LINE �1 I I NOTE: ALL PROPOSED WATER LINES ARE 8" UNLESS OTHERWISE NOTED. I PRC23-0051 CPN 104824 OWNER: ''!! P E LOTO N SABLE HOLDINGS i I LAND SOLUTIONS 706 CINNABAR COURT 9800 HILLWOOD PARKWAY SUITE 250 WESTWORTH VILLAGE, TX 76114 FORT WORTH, TX 76177 PHONE #: 817-925-9297 PHONE: 817-56262-3350350 CONNECT TO PROPOSED / ' ^ 4 \ \ LIFT STATION CPN 105187 \ \ \ �'i I I T III I � �—� PROPOSED \ T PRP�rl I NI 1°rs��W;S N —E TI NORTROSTaRwEST.� CONNECT TO EXISTING \ O I—Ez CPN 101808 m / NO TPNFSEEWEST ✓ �� / i .r— a u<xwv ., — I 1 I I I al ICI — 10" SANITARY 9 �\ CONNECTTO EXISTING I \ SEWER %0 1\ EXISTING T\ CPN 101755 _Po \ RAILROAD III-° eLl°alp __� w w + I Pb� CONNECTTO N , P.oRa oaNE - - �I G EXISTING sso ' 1 ,° CPN 101808 NoR,NsrG nR CONNECT TO EXISTING i noNTPVHASEI li ,1 CPN 101755 cPN l0 10" SANITARY / CONNECT TO EXISTI SEWER p �� CPN 101755 u � °�s° � CO EXISTING CPN 103159 rtTrl7 �- I I p__1 F 11 I —I 11 —i III I I —1 11 LEGEND EXSS EXISTING SANITARY SEWER LINE PROPOSED SANITARY SEWER LINE AND MANHOLE NOTES: 1. ALL PROPOSED SANITARY SEWER LINES ARE 8" UNLESS OTHERWISE NOTED. 2. ALL SANITARY SEWER MANHOLES ARE 4' DIA UNLESS OTHERWISE NOTED. EXHIBIT Al -SEWER "'T SEWER 0 NORTH 800, IMPROVEMENTS NORTHSTAR WEST PHASE 3 GRAPHIC SCALE DATE: APRIL 2024 OWNER: SABLE HOLDINGS 706 CINNABAR COURT WESTWORTH VILLAGE, TX 76114 PHONE #: 817-925-9297 I PRC23-0051 CPN 104824 l`I€ PELOTON II LAND SOLUTIONS 9800 HILLWOOD PARKWAY SUITE 250 FORT WORTH, TX 76177 PHONE: 817-562-3350 . E oc x l,l.lLLl.l,l;l:ll°;1,I,I., - ..Il,� —� �\\ — �_ _ EST, : s . =• PROPOSE D IIu PROPEo — / NORTHSTAR WEST \ PHASEI / S—ON�1SPHASEI CPN IOtT5E � 11 LEGEND O 29' B-B / 50' ROW (TYP) 0 37' B-B / 60' ROW (TYP) SIDEWALK BY DEVELOPER ---- SIDEWALK BY HOMEBUILDER o H.C. RAMPS BY DEVELOPER EXHIBIT B — PAVING ITU EXISTING RARo 0 I Q e�aNE ICI � \ \� T\ — caarsicirzrvul Dail[ �� _ II I � —T— II I I I I �\ PAV I N G 0 NORTH 800' IMPROVEMENTS NORTHSTAR WEST PHASE 3 GRAPHIC SCALE DATE: APRIL 2024 OWNER: SABLE HOLDINGS 706 CINNABAR COURT WESTWORTH VILLAGE, TX 76114 PHONE #: 817-925-9297 _ Ill I II II II II I PRC23-0051 CPN 104824 P E LOTO N II LAND SOLUTIONS 9800 HILLWOOD PARKWAY SUITE 250 FORT WORTH, TX 76177 PHONE: 817-562-3350 x x x X— EFx III �fiTN77T- NCR=7EST PROPOSM —pZoSpToM`WDEST EST t jjj I I—E PRO10SED :'*R12- T TT N XRT . T. F-71 T 7 CPN 101111 LEGEND PROPOSED STORM DRAIN INLET EXISTING STORM DRAIN INLET PROPOSED STORM DRAIN MANHOLE PROPOSED STORM DRAIN HEADWALL EXHIBIT Bl - STORM DRAIN STORM DRAIN 0 NORTH 800, IMPROVEMENTS lm� NORTHSTAR WEST PHASE 3 GRAPHIC SCALE DATE: APRIL 2024 OWNER: SABLE HOLDINGS 706 CINNABAR COURT WESTWORTH VILLAGE, TX 76114 PHONE #: 817-925-9297 LLL—Aw 777-17 7 7 IPRC23-0051 CPN 104824 PELOTON II LAND SOLUTIONS 9800 HILLWOOD PARKWAY SUITE 250 FORT WORTH, TX 76177 PHONE: 817-562-3350 LEGEND • PROPOSED STREET LIGHT O EXISTING STREET LIGHT A PROPOSED STREET NAME SIGNS • EXISTING STREET NAME SIGNS EXHIBIT Cl - STREET NAME SIGNS & STREET LIGHTS STREET NAME SIGNS & OWNER: STREET LIGHTS o NORTH $oo, SABLE HOLDINGS SA IMPROVEMENTS 706 CINNABAR COURT NORTHSTAR WEST PHASE 3 WESTWORTH VILLAGE, TX 76114 GRAPHIC SCALE DATE: APRIL 2024 PHONE #: 817-925-9297 I PRC23-0051 CPN 104824 l=' P E LOTO N II LAND SOLUTIONS 9800 HILLWOOD PARKWAY SUITE 250 FORT WORTH, TX 76177 PHONE: 817-562-3350 00 42 43 DAP - BID PROPOSAL Page I or4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item) Description I Specification I Unit of I Bid Unit Price I Bid Value No. Section No. Measure Quantity UNIT I: WATER IMPROVEMENTS 1 3311.0241 8" Water Pipe 33 11 12 LF 12,435 $ 56.00 $696,360.00 2 3311.0441 12" Water Pipe 3311 10, 33 LF 113 $ 90.00 $10,170.00 3 3311.0451 12" DIP Water 33 11 10 LF 37 $ 70.00 $2,590.00 4 3311.0541 16" Water Pipe 33 11 10, 33 LF 1,925 $ 110.00 $211,750.00 5 3311.0542 16" Water Pipe, CSS Backfill 3311 10, 33 LF 90 $ 185.00 $16,650.00 6 3312.3003 8" Gate Valve 331220 EA 29 $ 2,200.00 $63,800.00 7 3312.3006 16" Gate Valve w/ Vault 33 1220 EA 4 $ 25,000.00 $100,000.00 8 3312.0001 Fire Hydrant 331240 EA 13 $ 7,200.00 $93,600.00 9 3312.2003 1" Water Service 33 12 10 EA 244 $ 1,150.00 $280,600.00 10 3312.2203 2" Water Service 33 12 10 EA 1 $ 2,900.00 $2,900.00 11 3311.0001 Ductile Iron Water Fittings w/ Restraint 33 11 11 TON 15 $ 11,000.00 $165,000.00 12 0241.1118 4"-12" Pressure Plug 0241 14 EA 3 $ 500.00 $1,500.00 13 3312.0117 Connection to Existing 4"-12" Water Main 33 12 25 EA 3 $ 500.00 $1,500.00 14 3312.0106 Connection to Existing 16" Water Main 33 1225 EA 3 $ 500.00 $1,500.00 15 3305.0109 Trench Safety 3305 10 LF 14,600 $ 0.75 $10,950.00 16 3312.6002 6" Blow Off Valve 33 1260 EA 1 $ 25,000.00 $25,000.00 17 3312.1002 2" Combination Air Valve Assembly 33 12 30 EA 2 $ 13,500.00 $27,000.00 TOTAL UNIT I: WATER IMPROVEMENTS $1,710,870.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version Mar 22. 2019 00 42 43_Bid Proposal DT Utilities CO UNIT PRICE BID Bidlist Item l No. SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information Description 00 42 43 DAP - BID PROPOSAL Page 2 of 4 Bidder's Application Specification Unit of Bid Section No. Measure Quantity UNIT II: SANITARY SEWER IMPROV FMENTS 3331.4115 8" Sewer Pipe 3331 20 LF 3331.4119 8" DIP Sewer Pipe 33 11 10 LF 9999.0003 8" PVC SDR-26 (Pressure Rated) 160psi 00 00 00 LF 3331.4201 10" Sewer Pipe 33 11 10, 33 LF 3331.4205 10" DIP Sewer Pipe 3311 10 LF 3331.4202 10" Sewer Pipe, CSS Backfill 3311 10, 33 LF 3331.4225 18" Sewer Pipe 33 11 10, 33 LF 3305.1103 20" Casing By Other Than Open Cut 33 05 22 LF 3339.1001 4' Manhole 33 39 20 EA 10 3339.1004 4' Shallow Manhole 11 3339.1002 4' Drop Manhole 12 3339.1101 5' Manhole 13 3339.1102 5' Drop Manhole 16 3339.1003 4' Extra Depth Manhole 17 3339.1103 5' Extra Depth Manhole 18 3339.0001 Epoxy Manhole Liner 19 9999.0004 Connect to Existing Sanitary Sewer 20 3331.3101 4" Sewer Service 21 3331.3201 6" Sewer Service 22 0241.2103 8" Sewer Abandonment Plug 23 3305.0109 Trench Safety 24 3301.0002 Post -CCTV Inspection 25 3301.0101 Manhole Vacuum Testing 26 3305.0107 Manhole Adjustment, Minor 27 3305.0110 Utility Markers 28 9999.0001 CSS Encasement for Utility Pipes 29 3305.1003 20" Casing by Open Cut 30 0330.0001 Concrete Encase Sewer Pipe TOTAL UNIT II 9,103 399 356 4 636 221 256 89 110 54 33 39 10, 33 EA 1 33 39 10, 33 EA 1 3339 10,33 EA 8 3339 10,33 EA 1 3339 10,33 VF 192.0 3339 10,33 VF 94.0 33 39 60 VF 191.0 00 00 00 EA 13 3331 50 EA 243 3331 50 EA 1 0241 14 EA 1 3305 10 LF 15,060 3301 31 LF 30,120 3301 30 EA 65 3305 14 EA 2 33 05 26 LS 1 00 00 00 LF 630 33 05 22 LF 130 03 30 00 CY 7 SANITARY SEWER IMPROVEMENTS Bidder's Proposal Unit Price I Bid Value $ 60.00 $546,180.00 $ 110.00 $43,890.00 $ 92.50 $32,930.00 $ 66.00 $305,976.00 $ 185.00 $40,885.00 $ 145.00 $37,120.00 $ 120.00 $10,680.00 $ 750.00 $82,500.00 $ 4,200.00 $226,800.00 $ 4,200.00 $4,200.00 $ 5,800.00 $5,800.00 $ 6,800.00 $54,400.00 $ 7,200.00 $7,200.00 $ 150.00 $28,800.00 $ 200.00 $18,800.00 $ 220.00 $42,020.00 $ 500.00 $6,500.00 $ 925.00 $224,775.00 $ 1.600.00 $1,600.00 $ 500.00 $500.00 $ 1.00 $15,060.00 $ 2.50 $75,300.00 $ 150.00 $9,750.00 $ 500.00 $1,000.00 $ 2.500.00 $2,500.00 $ 95.00 $59,850.00 $ 175.00 $22,750.00 $ 185.00 $1295.00 $1,909,061.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Fofm Version Mm 22. 2019 00 4243_Bid Proposal_DT Utilities CO 00 42 43 DAP - BID PROPOSAL Page 3 of 4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item) Description I Specification I Unit of I Bid Unit Price I Bid Value No. Section No. Measure Quantity UNIT III: DRAINAGE IMPROVEMENTS 1 3341.0309 36" RCP, Class III 3341 10 LF 615 $ 160.00 $98,400.00 2 3341.0302 30" RCP, Class III 3341 10 LF 2214 $ 112.00 $247,968.00 3 3341.0205 24" RCP, Class III 3341 10 LF 1652 $ 100.00 $165,200.00 4 3341.0201 21" RCP, Class III 3341 10 LF 1016 $ 85.00 $86,360.00 5 3341.0402 42" RCP, Class III 3341 10 LF 60 $ 201.00 $12,060.00 6 3341.1103 4x4 Box Culvert 3341 10 LF 678 $ 450.00 $305,100.00 7 3341.1201 5x3 Box Culvert 3341 10 LF 93 $ 575.00 $53,475.00 8 3341.1202 5x4 Box Culvert 3341 10 LF 42 $ 500.00 $21,000.00 9 3341.1402 7x4 Box Culvert 00 00 00 LF 208 $ 725.00 $150,800.00 10 9999.0009 21" Sloping Headwall 00 00 00 LF 1 $ 2,100.00 $2,100.00 11 9999.0010 24" Sloping Headwall 00 00 00 LF 2 $ 2,500.00 $5,000.00 12 9999.0011 30" Sloping Headwall 00 00 00 LF 2 $ 3,400.00 $6,800.00 13 9999.0012 48" Sloping Headwall 00 00 00 LF 1 $ 4,800.00 $4,800.00 14 9999.0013 5'x4' Sloping Headwall 00 00 00 LF 1 $ 14,320.00 $14,320.00 15 9999.0014 7'x4' Wingwall Headwall 00 00 00 LF 1 $ 18,500.00 $18,500.00 16 3349.5001 10' Curb Inlet 33 49 20 EA 29 $ 7,500.00 $217,500.00 17 3349.5002 15' Curb Inlet 33 49 20 EA 8 $ 11,250.00 $90,000.00 18 9999.0020 Concrete Weir Outfall Structure (Pond 413 00 00 00 LS 1 $ 15,000.00 $15,000.00 19 3349.0001 4' Storm Junction Box 3349 10 EA 11 $ 4,200.00 $46,200.00 20 3349.0002 5' Storm Junction Box 3349 10 EA 4 $ 5,200.00 $20,800.00 21 3349.0003 6' Storm Junction Box 3349 10 EA 2 $ 6,200.00 $12,400.00 22 3349.7001 4' Drop Inlet 33 49 20 EA 1 $ 7,500.00 $7,500.00 23 3349.7003 6' Drop Inlet 33 49 20 EA 1 $ 6,500.00 $6,500.00 24 9999.0015 4' Pond Outlet Structure 00 00 00 EA 1 $ 5,800.00 $5,800.00 25 9999.0016 5' Pond Outlet Structure 00 00 00 EA 1 $ 6,300.00 $6,300.00 26 9999.0016 Rock Rip Rap 00 00 00 SY 606 $ 115.00 $69,690.00 27 9999.0013 6' Concrete Pilot Channel 3341 10 LF 3686 $ 38.00 $140,068.00 28 3305.0109 Trench Safety 3305 10 LF 6578 $ 1.00 $6,578.00 29 9999.0019 Connect to Existing Storm Draln 00 00 00 EA 2 $ 1,500.00 $3,000.00 30 3349.0102 4' Manhole Riser 3349 10 EA 1 $1,750.00 $1,750.00 TOTAL UNIT III: DRAINAGE IMPROVEMENTS $1,840,969.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Forrn Version Max 22. 2019 00 42 43_Bid Proposa)_DT Utilities CO UNIT PRICE BID Bidlist Item l No SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information Description 00 42 43 DAP - BID PROPOSAL Page 4 or4 Bidder's Application Specification Unit of Bid Section No. Measure Quantity Bid Summary UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT IV: PAVING IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS This Bid is submitted by the entity named below: BIDDER: D.T. Utility Contractors, Inc. 2614 Causbie Road Weatherford, Texas 76087 817-596-0169 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. Total Construction Bid Bidder's Proposal Unit Price I Bid Value BY: TITLE: DATE: END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version Mai 212019 $1,710,870.00 $1,909,061.00 $1,840,969.00 $5,460,900.00 180 working days after the date when the 00 42 43 Bid Proposal DT Utilities CO 00 42 43 DAP - BID PROPOSAL Page I of I SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information I Bidder's Proposal Bidlist Item INo. DescriptionSpecification I Unit of Bid Unit Price I Bid Value Section No. Measure Quantity UNIT IV: PAVING IMPROVEMENTS 1 6" Cone Pvmt 3213 13 1321313 SY 391751 $ 47.80 $1,872 565.00 2 I3213.0101 9999.0021 7.5" Cone Pvmt SY 921 $ 66.85 $61 568 85 3 3213.0301 4" Cone Sidewalk 132 13 20 SF 19081 $ 7.85 $149,785.85 4 13213.0506 Barrier Free Ramp, Type P-1 132 1320 EA 20 $ 1,450.00 $29,000.00 5 13213.0501 Barrier Free Ramp, Type R-1 132 13 20 EA 8 $ 2,700.00 $21,600.00 6 13211.0501 6" Lime Treatment 13211 29 SY 418771 $ 3.401 $142,381.80 7 13211.0502 8" Lime Treatment 132 11 29 SY 9841 $ 3.401 $3 345 60 8 13211.0400 Hydrated Lime 132 11 29 TN 7741 $ 278.001 $215,172.00 9 13292.0200 Seeding, Broadcast 13292 13 SY 18051 $ 2.501 $4,512.50 10 10241.0402 Remove Asphalt Drive 10241 13 SF 113911 $ 3.551 $40,438.05 11 19999.0016 Remvoe End -of -Road Barricade 100 00 00 EA 41 $ 500.001 $2,000.00 12 13212.0401 HMAC Transition 132 12 16 SY 61 $ 500.001 $3,000.00 TOTAL UNIT IV: PAVING IMPROVEMENTS1 $2,545,369.651 UNIT VI: SIGNAL3MP1 E� 1 13441.4003 Furnish/Install Alum Sign Ground MountRAFFIC 30 EA I 16 I 2 3441.4003 Furnish/Install Alum Sign Ground Mount no Stop sign EA $ 2,500.001 $42,500.00 1 TOTAL UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS $54,800.001 Bid Summary UNIT IV: PAVING IMPROVEMENTS UNIT VI: TRAFFIC SIGNAL IMPROVEMENTS This Bid is submitted by the entity named below BIDDER: By. Gilco Contracting, Inc 6331 Southwest Blvd Benbrook, Texas 76132 TITLE: 517-735-1600 DATE: Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS- DEVELOPER AWARDED PROJECTS Fonn Version Mat 22. 2019 $21,545,369 65 $54,800.00 Total Construction Bid l $2,600,169.65 1 END OF SECTION 110 working days after the date when the 00 42 43_Bid Proposal_Gileo UNIT PRICE BID SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information 00 42 43 DAP - BID PROPOSAL Page I or Bidder's Application Bidder's Proposal UNIT V: STREET LIGHTING IMPROV °MENTS 1 2605.3015 2" CONDT PVC SCH 80 (T) 26 05 33 LF 7,080 $ 23.89 $169,141.20 2 2605.3014 2" CONDT RM (Riser) 26 05 33 LF 30 $ 50.00 $1,500.00 3 3441.3303 Rdwy Illum Foundation TY 7 3441 20 EA 77 $ 1,471.00 $113,267.00 4 Standard Liqht Pole & Fixture LED 3441 20 EA 77 $ 5,985.46 $460,880.42 5 3441.1410 NO 10 Insulated Elec Condr 3441 10 LF 21,165 $ 1.68 $35,557.20 6 NO 6 Triplex OH insulated Elec Condr 3441 10 LF 615 $ 5.25 $3,228.75 7 �3441.11403 watt ATB2 Cobra Head) 3441 20 LF 4 $ 750.00 $3,000.00 8 3441.3323 Furnish/Install 8' Wood Liqht Pole Arm 3441 20 LF 4 $ 625.001 $2,500.00 9 NO 6 Insulated Elec Condr 3441 10 LF 405 $ 3.001 $1,215.00 10 13441.3321 Furnish/Install 40' Wood Liqht Pole 3441 20 LF 4 $ 1,950.001 $7,800.00 11 13441.1501 Furnish/Install Ground Box Type B 3441 10 LF 1 $ 950.001 $950.00 TOTAL UNIT V: STREET LIGHTING IMPROVEMENTS $799,039.57 Bid Summary UNIT V: STREET LIGHTING IMPROVEMENTS $799,039.571 Total Construction Bidl $799,039.571 This Bid is submitted by the entity named below: BIDDER: Bean Electrical, LLC 821 E.Enon Avenue Fort Worth, Texas 76140 817-561-7400 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. BY: Ro� E Bea 11 TITLE I �S Region DATE: 4/15/2024 210 END OF SECTION working days after the date when the CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 00 42 43_Birl Proposal Bean. Electrical ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement"), is made and entered into by and between 170 Northstar Ranch Developer, Inc. ("Developer"), the City of Fort Worth, a Texas home -rule municipal corporation ("Fort Worth") and Simmons Bank, an Arkansas chartered bank ("Escrow Agent") is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agreement for Northstar West Phase 3, CFA Number 24-0048, City Project Number 104824, IPRC Number 23-0051 (the "CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the "Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with all requirements, terms, and conditions of the CFA (the "CFA Obligations"); and WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent, in complete satisfaction of the obligation to submit the Financial Security to secure the performance of the CFA Obligations. NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. For the purposes of this Agreement, unless the context otherwise clearly requires, the following terms shall have the following meanings: "Security Funds" shall mean the cash deposit of Eleven Million Seventy -Five Thousand One Hundred Thirty -Six Dollars and Fifty -Three Cents ($11,075,136.53), which sum represents one hundred twenty-five percent (125%) of the estimated Developer's cost of constructing the CFA Obligations (the "Estimated Developer's Cost"). "Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance designed to secure the repayment of indebtedness or the satisfaction of any other obligation to a third party not a party of this Agreement. SECTION 2. SECURITY FUNDS. As financial security for the full and punctual performance of the CFA Obligations, Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth a security interest in the Security Funds and all rights and privileges pertaining thereto with the exception of the interest income to be derived therefrom (which interest income shall remain the City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 1 of 9 Revised 11.16.2022 DH property of Developer and shall be distributed by Escrow Agent in accordance with Developer's periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect or modify, any obligation of Developer with respect to the CFA Obligations or any transaction involving or giving rise therefrom. SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS. Concurrently with the execution of this Agreement, Developer shall have delivered to and deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent. Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds remaining in its possession to Developer (or take such other action as Developer may request or direct) immediately after receipt of written notice from Fort Worth that the CFA Obligations have been fully performed. During such time as Escrow Agent has possession of the Security Funds, Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's notwithstanding any terms or understandings (written or otherwise) between Developer and Escrow Agent. SECTION 4. COVENANTS. (a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will: (i) from time to time execute and deliver to Fort Worth all such assignments, certificates, supplemental writings, and other items and do all other acts or things as Fort Worth may reasonably request in order to evidence and perfect the security interest of Fort Worth in the Security Funds; (ii) furnish Fort Worth with information which Fort Worth may reasonably request concerning the Security Funds; (iii) notify Fort Worth of any claim, action, or proceeding affecting title to the Security Funds or Fort Worth's security interest(s) therein; and (iv) adjust the Security Funds to an amount equal to the actual contract price, including revisions thereto, if the original Security Funds were based on an engineer's estimate of costs. (b) Negative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will not: City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 2 of 9 Revised 11.16.2022 DH (i) assign or transfer any rights of Developer in the Security Funds; or (ii) create any Lien in the Security Funds, or any part thereof, or permit the same to be or become subject to any Lien except the security interest herein created in favor of Fort Worth. SECTION 5. EVENTS OF DEFAULT. Developer shall be in default under this Agreement only upon the happening of any of the following events (a "Default"): (a) default in the timely payment for or performance of the CFA Obligations after written notice thereof has been given to Developer and Escrow Agent and such default is not cured within seven (7) days after such notice; (b) any affirmative or negative covenant is breached by Developer. SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER DEFAULT. (a) Remedy. Upon the occurrence of a Default, Fort Worth shall have the right to direct Escrow Agent to transfer to Fort Worth all of the Security Funds. Escrow Agent is hereby authorized to transfer the Security Funds immediately upon the receipt of a written statement purporting to be executed by an authorized representative of Fort Worth stating that: (i) a Default by Developer has occurred related to the CFA Obligations; (ii) written notice of such Default has been given by Fort Worth to Developer and Escrow Agent and such Default was not cured within seven (7) days after delivery of such notice; and (iii) Fort Worth is entitled to have the Security Funds transferred in accordance with the Agreement. (b) Notices. Any notice required or permitted to be given to any party hereto shall be given in writing, shall be personally delivered or mailed by prepaid certified or registered mail to such party at the address set forth below, and shall be effective when actually received. To Developer: 170 Northstar Ranch Developer, Inc. 3045 Lackland Road Fort Worth, Texas 76116 City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 3 of 9 Revised 11.16.2022 DH To: Escrow Agent: Simmons Bank Attn: David Hassell 2200 West 7th Street Fort Worth, TX 76102 david.hassell@simmonsbank.com To: City of Fort Worth City of Fort Worth Attn: City Treasurer 200 Texas Street Fort Worth, TX 76102 With a copy to: City of Fort Worth Attn: Contract Management Office 200 Texas Street Fort Worth, TX 76102 Any party may change its address for notice by giving all other parties hereto notice to such change in the manner set forth in this Section no later than ten (10) days before the effective date of such new address. SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES. If the Developer fails to perform its obligations under the CFA, Fort Worth's sole and exclusive remedy shall be to complete the obligations of Developer at Developer's expense. In furtherance of such sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set forth in Section 6 hereof. SECTION 8. SUBSTITUTION OF COLLATERAL. Notwithstanding any contrary provision in this Agreement, Developer shall have the right, at any time and from time to time, to obtain releases of all or any part of the Security Funds (hereinafter called the "Released Collateral") upon satisfaction of the following conditions: (a) Developer shall provide Fort Worth and Escrow Agent written notice (the "Substitution Notice") that the Developer desires to obtain Released Collateral in exchange for a contemporaneous substitution of an alternate Financial Security acceptable to Fort Worth (as specified and described in the Substitution Notice); and (b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 4 of 9 Revised 11.16.2022 DH Collateral") which Substituted Collateral shall in the aggregate be at least equal to the Estimated Developer's Cost; and (c) Said Substituted Collateral shall be of sufficient amount(s) to cover all work which has occurred prior to the substitution of collateral provided for in this Section. Upon satisfaction of the above -specified conditions, Escrow Agent shall be authorized (without the further consent of Fort Worth) to return to Developer the original Security Funds in Escrow Agent's possession that represent or evidence the Released Collateral or take such other action with respect to the Released Collateral as Developer may request or direct. Developer shall pay the expenses incurred by Escrow Agent In connection with obtaining each such release and substitution. SECTION 9 REDUCTIONS IN SECURITY FUNDS. (a) Notwithstanding any contrary provision in this Agreement, Developer shall have the right to reductions in the Security Funds (hereinafter called a "Reduction in the Security Funds"), in accordance with this Section 9. (b) Every thirty (30) days, Developer may request a reduction in the Security Funds in accordance with Section 9-310-1 of the CFA Ordinance. (c) Developer shall provide the City of Fort Worth and Escrow Agent with written notice (the "Withdrawal Notice") that Developer desires to obtain a Reduction in the Security Funds in any amount less than or equal to the then -completed CFA Obligations as inspected or accepted by Fort Worth. (d) A Reduction in the Security Funds may only be made after: i. Fort Worth's inspectors have verified the amount of the Community Facilities that have been constructed in accordance with the engineering plans; and ii. Fort Worth has received an affidavit and release of lien executed by the contractor indicating that the contractor has been paid by Developer and the contractor has paid all subcontractors and material suppliers for the Community Facilities that have been constructed pursuant to the CFA. (e) After Fort Worth has confirmed the amount of the Community Facilities that have been constructed in accordance with the engineering plans and Fort Worth has received an affidavit and release of lien from the contractor for the Community Facilities that have been constructed, then the Security Funds may be reduced to an amount that is no less than one hundred twenty-five percent (125%) of the value of the Community Facilities that are remaining to be constructed. SECTION 10. NON -ASSIGNABILITY OF FORT WORTH'S RIGHTS. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH Page 5 of 9 The rights, powers, and interests held by Fort Worth hereunder in and to the Security Funds may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds. SECTION 11. NO WAIVER. No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other subsequent Default. No delay or omission by Fort Worth in exercising any right or power hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof. SECTION 12. BINDING EFFECT. This Agreement shall be binding on the parties, their successors and assigns. No provision of this Agreement may be amended, waived, or modified except pursuant to a written instrument executed by Fort Worth, Escrow Agent and Developer. SECTION 13. CHOICE OF LAW, VENUE This Agreement is to be construed and interpreted in accordance with the laws of the State of Texas. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. SECTION 14. COUNTERPARTS. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together shall constitute one and the same agreement. SECTION 15. INDEMNITY. DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY ESCROW AGENT (AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY HIND WHATSOEVER THAT ARISE OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO THE PERFORMANCE BY ESCROW AGENT OF ITS DUTIES HEREUNDER EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ESCROW AGENT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY FORT WORTH (AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY HIND WHATSOEVER THAT ARISE City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 6 of 9 Revised 11.16.2022 DH OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO ANY ACTIONS OR INACTION BY FORT WORTH WITH RESPECT TO THIS AGREEMENT. SECTION 16. PAYMENT OF ESCROW FEES Developer will be responsible for the payment of all fees to Escrow Agent associated with this Agreement. [REMAINDER OF THIS PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 7 of 9 Revised 11.16.2022 DH ACCORDINGLY, the City of Fort Worth, Developer and Escrow Agent have each caused this instrument to be executed in each entity's respective name by its duly authorized signatories effective as of the date executed by the City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER 170 Northstar Ranch Developer, Inc. lki�pt gitt kim gill (JuY7, 2024 08:51 CDT) Zbcuc� 8��v Dana Burghdoff (Jun 2, 2024'1:42 CDT) Name: Kim Gill Dana Burghdoff Title: Vice President Assistant City Manager Date: J u n 7, 2024 Date: Jun 12, 2024 Approved at to Form & Legality: ESCROW AGENT Simmons Bank Richard M� n 12, 202412:26 CDT) 7 W eTI (Jun 12, 202410:36 CDT) Richard A. McCracken Name: David Hassell Sr. Assistant City Attorney Title: Market Executive M&C No. N/A Date: Jun 12, 2024 Date: Jun 12, 2024 Contract Compliance Manager ATTEST: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting U requirements. Jannette Goodall City Secretary Rebecca Owen (Jun 12, 202411:35 CDT) Rebecca Diane Owen Development Manager City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH Page 8 of 9 ATTACHMENT 66 1" Changes to Standard Agreement None City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Page 9 of 9 Revised 11.16.2022 DH