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Home My WebLink AboutContract 61792City of Fort Worth, Texas Page 1 of 18 Standard Community Facilities Agreement Rev. 9/21 Received Date: _______________ Received Time: _______________ Developer and Project Information Cover Sheet: Developer Company Name: HT HWY 114 Development LP Address, State, Zip Code: 2700 Commerce Street, Suite 1600, Dallas TX 75226 Phone & Email: 972-716-2900; rob.witte@hines.com Authorized Signatory, Title: Robert W. Witte, Senior Managing Director Project Name: Winding Meadows Drive North Brief Description: Water, Sewer, Paving, Storm Drain, and Streetlight Project Location: 114 & Sam Reynolds Rd Plat Case Number: PP-23-013 Plat Name: Tradition North Phase Mapsco: 641D Council District: EJT CFA Number: 24-0077 City Project Number: 105116 City of Fort Worth, Texas Page 2 of 18 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: _______________________ 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 HT HWY 114 Development LP (“Developer”), a Texas limited partnership, 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 Winding Meadows Drive North (“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, the Improvements being constructed pursuant to this Agreement are the subject of a Development Agreement, City Secretary Contract Number 47477, as amended (“Development Agreement”); 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 City of Fort Worth, Texas Page 3 of 18 Standard Community Facilities Agreement Rev. 9/21 Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 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 B-1: Storm Drain Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 – Changes to Standard Community Facilities Agreement, Attachment 2 – Phased CFA Provisions, and Attachment 3 – Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the water and sewer 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 4 of 18 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. 9. City of Fort Worth, Texas Page 5 of 18 Standard Community Facilities Agreement Rev. 9/21 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. In accordance with the Development Agreement, the engineer for the Municipal Utility District (Tradition Municipal Utility District No. 1 of Denton County or Tradition Municipal Utility District No. 2B of Denton County, as applicable) shall attend the pre-construction conference. (g)Developer will not allow Developer’s contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities City of Fort Worth, Texas Page 6 of 18 Standard Community Facilities Agreement Rev. 9/21 Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 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 water and sewer Improvements provided for by this Agreement. Developer shall provide, at its expense, all necessary rights-of-way and easement required for the construction and dedication to the Municipal Utility District or County all other Improvements being constructed pursuant to 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 ON ACCOUNT OF ANY INJURIES OR DAMAGES SUSTAINED BY ANY PERSONS, 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 ON ACCOUNT OF ANY ACT, 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 IN ANY 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 City of Fort Worth, Texas Page 7 of 18 Standard Community Facilities Agreement Rev. 9/21 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 IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the water and sewer 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. Inspections and Acceptance; Estimated Fees Paid by Developer; Reconciliation (a) Water and Sewer Improvements Inspection and Acceptance. Pursuant to the Development Agreement, City employees, or third-party inspectors retained in accordance with generally applicable City policies, shall perform all inspection and testing of the water and sewer Improvements. The City shall notify the property owner and the Municipal Utility District’s inspectors at least 24 hours before each inspection to enable the Municipal Utility District’s engineers to be present during the inspections. The Municipal Utility District’s engineers may observe City inspection for the purpose of gathering the information required to complete and submit all TCEQ required reports. The City’s inspectors shall cooperate with the Municipal Utility District’s inspectors to provide inspection reports that satisfy TCEQ requirements for issuance of bonds by the Municipal Utility District. Developer, or the Municipal Utility District or their agent, shall notify the City’s inspector when the water and sewer Improvements, or any portion thereof, are ready for final inspection. If the City’s inspector concurs that construction of such water or sewer Improvements is substantially complete, the City’s inspector will schedule a final inspection by the City within 30 days. Upon such final inspection and correction of any punch list items and final documentation related to completion of such water and sewer Improvements, written certification by the City’s inspector that the water and sewer Improvements have been constructed in compliance with the City’s infrastructure standards shall constitution compliance with all inspection requirements. The City shall issue a letter to Developer and the Municipal Utility District approving the water and sewer Improvements within fifteen days after all requirements are met. Any duly authorized employee of the City bearing proper credentials and identification shall be granted access to the property as the City may determine necessary for the purpose of inspection and testing of water and sewer Improvements. Within thirty days after the Developer and the Municipal Utility District receive a letter approving water or sewer Improvements, the Developer shall dedicate such water and sewer Improvements to the City along with all appurtenant easements and rights-of-way. Following dedication of any City of Fort Worth, Texas Page 8 of 18 Standard Community Facilities Agreement Rev. 9/21 portion of the water or sewer Improvements to the City, the City shall have full ownership and control of such dedicated Improvements. (b)Paving, Drainage, Streetlight and Sign Improvements Inspection. Pursuant to the Development Agreement, City inspectors, or the Municipal Utility District’s inspectors, at the City’s option, shall perform all inspection and testing of onsite drainage and onsite road improvements. City will conduct the inspections of the paving, drainage, streetlight and sign Improvements being constructed pursuant to this Agreement and Developer will pay the City for the inspections. The City shall notify Developer and the Municipal Utility District’s inspectors at least 48 hours before each inspection to enable the Municipal Utility District’s engineers to be present during the inspections. The Municipal Utility District’s engineers may observe City inspection for the purpose of gathering the information required to complete and submit all TCEQ requirements for issuance of bonds by the Municipal Utility District. Within 30 days after the Municipal Utility District and the City and/or the County approve the paving, drainage, streetlight and sign Improvements, Developer shall dedicate such Improvements to the County or the Municipal Utility District along with all appurtenant easements and rights-of- way. (c)Estimated Fees and 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 for all Improvements in this Agreement 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 City of Fort Worth, Texas Page 9 of 18 Standard Community Facilities Agreement Rev. 9/21 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: DEVELOPER: Development Coordination Office HT HWY 114 Development LP City of Fort Worth 2700 Commerce Street, Suite 1600 200 Texas Street Dallas, TX 75226 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. City of Fort Worth, Texas Page 10 of 18 Standard Community Facilities Agreement Rev. 9/21 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. 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. City of Fort Worth, Texas Page 11 of 18 Standard Community Facilities Agreement Rev. 9/21 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 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 City of Fort Worth, Texas Page 12 of 18 Standard Community Facilities Agreement Rev. 9/21 Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate,” “firearm entity” and “firearm trade association” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer’s signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City’s prior written approval shall be void and constitute a breach of this Agreement. 31. No Third-Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. City of Fort Worth, Texas Page 13 of 18 Standard Community Facilities Agreement Rev. 9/21 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 14 of 18 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Winding Meadows Drive North CFA No.: 24-0077 City Project No.: 105116 IPRC No.: 23-0136 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction 681,657.02$ 2. Sewer Construction 329,865.55$ Water and Sewer Construction Total 1,011,522.57$ B. TPW Construction 1. Street 1,838,787.60$ 2. Storm Drain 1,370,174.02$ 3. Street Lights Installed by Developer 208,815.94$ 4. Signals -$ TPW Construction Cost Total 3,417,777.56$ Total Construction Cost (excluding the fees):4,429,300.13$ Estimated Construction Fees: C. Construction Inspection Service Fee $71,400.00 D. Administrative Material Testing Service Fee $12,250.00 E. Water Testing Lab Fee $1,050.00 Total Estimated Construction Fees:84,700.00$ Financial Guarantee Options, choose one Amount Choice (Mark one) Bond = 100%4,429,300.13$ X Completion Agreement = 100% / Holds Plat Cash Escrow Water/Sanitary Sewer= 125% Cash Escrow Paving/Storm Drain = 125% Letter of Credit = 125% Escrow Pledge Agreement = 125% City of Fort Worth, Texas Page 15 of 18 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 Dana Burghdoff Assistant City Manager Date: __________________ Recommended by: Bichson Nguyen Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Date: Form 1295: N/A ATTEST: Jannette S. Goodall City Secretary DEVELOPER [signature on following page] Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Rebecca Diane Owen Development Manager City of Fort Worth, Texas Page 16 of 18 Standard Community Facilities Agreement Rev. 9/21 DEVELOPER HT HWY 114 DEVELOPMENT LP By: HT Hwy 114 Development LLC, its general partner By: HT Hwy 114 LP, its sole member By: Hines Hwy 114 LLC, its general partner By: Hines Hwy 114 Associates LP, its sole member By: Hines Investment Management Holdings Limited Partnership, its general partner ____________________________________ Robert W. Witte Senior Managing Director Date: Acknowledged by: ___________________________ Dustin Davidson Managing Director City of Fort Worth, Texas Page 17 of 18 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 Exhibit A-1: Sewer Improvements 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 18 of 18 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT “1” Changes to Standard Community Facilities Agreement City Project No. 105116 Negotiated changes are contained in the body of the Agreement. , PROJECT �OCATION 0 � � � w m z w m N W E S SAM REYNOLDS` RD ; WINDWG T�. ;g _ . ,�.. 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C7 O O Z W J � � F � � y d d W / � A -�Q. .. � .... .... .......�.. ..... v� v � H�A F oU � a �U Z w � rn� •� c` � � •' -� `k. V d1�a �ii3"�- � �� ~ � W� � � � � Q � c. � � � � � � � GL` Q � � C. � � � vha � y F ^ v . E'ao^ � Eo` � U Street Lighting Facilities 1 2605.3011 2" CONDT PVC SCH 40 (T)26 05 33 LF 2,449 $17.59 $43,077.91 2 3441.1405 NO 2 Insulated Elec Condr 34 41 10 LF 7,347 $5.49 $40,335.03 3 3441.1501 Ground Box Type B 34 41 10 EA 7 $1,148.00 $8,036.00 4 3441.1632 Type 33A Arm 34 41 20 EA 17 $824.00 $14,008.00 5 3441.1772 Furnish/Install 240-480V Metered Pedestal 34 41 20 EA 1 $8,771.00 $8,771.00 6 3441.3342 Rdwy Illum TY 18 Pole 34 41 20 EA 13 $2,738.00 $35,594.00 7 3441.3302 Rdwy Illum Foundation TY 3,5,6, and 8 35 41 20 EA 15 $2,870.00 $43,050.00 8 3441.3502 Relocate Street Light Pole 35 41 20 EA 2 $7,972.00 $15,944.00 Street Lighting Subtotal $208,815.94 Bid Summary Street Lighting Facilities Subtotal $208,815.94 Total Bid $208,815.94 This bid is submitted by the entity listed below: Company: Independent Utility Construction, Inc. Street Address: 5109 Sun Valley Drive City, State, Zip Code: Ft. Worth, TX 76119 90 END OF SECTION Signature Unit Price SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition, Winding Meadows Drive, North, City Project #105116 UNIT PRICE BID Project Item Information Bidder's Proposal Bid ValueBidlist Item Description Specification Section No. Unit of Measure Bid Quantity By: Title: Date: Contractor agrees to complete WORK for FINAL ACCEPTANCE within working days after the date when the CONTRACT commences to run as provided in the General Conditions. CITY OF FORT WORTH STANDARD CONSTRUCTION BID PROPOSAL-DEVELOPER AWARDED PROJECTS Form Revised January 29, 2020 Tradition, Winding Meadows Drive, North City Project #105116 00 42 43_Bid Proposal Richard Wolfe President 05/13/2024 Signature By:RicRRRicRicicRicRicRiRicRiciRiRicRicRicRicRicRicRicRicRicRicRicRRicRcRicRRRiccRicRRRRRiccRRicccccchard Wolfe Paving Facilities 1 0241.0100 Remove 10' Sidewalk 02 41 15 LF 502 $5.00 $2,510.00 2 0241.1000 Remove Conc Pvmt 02 41 15 SY 1,585 $10.00 $15,850.00 3 0241.1100 Remove Asphalt Pvmt 02 41 15 SY 1,900 $5.00 $9,500.00 4 3211.0400 Hydrated Lime @ 42 lbs./S.Y. 32 11 29 TON 333 $320.00 $106,560.00 5 3211.0502 8" Lime Treatment 32 13 13 SY 15,829 $4.60 $72,813.40 6 3212.0302 2" Asphalt Pvmt Type D 32 12 16 SY 2,720 $18.00 $48,960.00 7 3212.0502 4.5" Asphalt Base Type B 32 12 16 SY 2,720 $37.00 $100,640.00 8 3213.0105 10" Concrete Pavement 32 13 13 SY 12,294 $86.00 $1,057,284.00 9 3213.0301 5' Conc Sidewalk 31 13 20 LF 497 $32.00 $15,904.00 10 3213.0301 10' Conc Sidewalk 31 13 20 LF 3,227 $65.00 $209,755.00 11 3213.0506 Barrier Free Ramp, Type P-1 32 13 20 EA 12 $3,500.00 $42,000.00 12 3217.1002 Lane Legend Arrow 32 17 23 EA 12 $165.00 $1,980.00 13 3217.1004 Lane Legend Only 32 17 23 EA 12 $175.00 $2,100.00 14 3292.0400 Seeding, Hydromulch 32 92 13 SY 7,296 $0.95 $6,931.20 15 3441.4003 Furnish/Install Alum Sign Ground Mount City Std.34 41 30 EA 15 $440.00 $6,600.00 16 3441.4004 Furnish/Install Alum Sign Ex. Pole Mount 34 41 30 EA 6 $500.00 $3,000.00 17 3741.0001 Traffic Control 34 71 13 LS 1 $10,000.00 $10,000.00 18 9999.0015 Concrete Header 00 00 00 EA 6 $500.00 $3,000.00 19 9999.0016 Type III End-of-Road Barricade 00 00 00 EA 6 $2,000.00 $12,000.00 20 9999.0017 Sawcut Existing Asphalt & Connect to Existing Pavement 00 00 00 LF 44 $20.00 $880.00 21 9999.0018 Sawcut Existing Concrete & Connect to Existing Pavement 00 00 00 LF 293 $20.00 $5,860.00 22 9999.0019 Pedestrian Rail Type "PR-11 00 00 00 LF 50 $250.00 $12,500.00 23 9999.0020 St Marker Blade 00 00 00 EA 12 $180.00 $2,160.00 24 9999.0021 Unclassified Fill for Sam Reynolds Road 00 00 00 CY 18,000 $5.00 $90,000.00 Paving Subtotal $1,838,787.60 Bid Summary Paving Facilities Subtotal $1,838,787.60 Total Bid $1,838,787.60 This bid is submitted by the entity listed below: Company: Sinacola Street Address: 10950 Research Rd. City, State, Zip Code: Frisco, TX 75033 Phone: 214-387-3900 50 END OF SECTION Title: Date: Contractor agrees to complete WORK for FINAL ACCEPTANCE within working days after the date when the CONTRACT commences to run as provided in the General Conditions. Signature Unit Price SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition, Winding Meadows Drive, North, City Project #105116 UNIT PRICE BID Project Item Information Bidder's Proposal Bid ValueBidlist Item Description Specification Section No. Unit of Measure Bid Quantity By: CITY OF FORT WORTH STANDARD CONSTRUCTION BID PROPOSAL-DEVELOPER AWARDED PROJECTS Form Revised January 29, 2020 Tradition, Winding Meadows Drive, North City Project #105116 00 42 43_Bid Proposal s�cTioN oo az as Developer Awarded Projects - PROPOSAL FORM Tradition, Wioding Meadows Drive, North, City Project �I105116 UNIT PRIC� BID Project Item Infonnation Bidder's Proposal Bidlist llescription Specification Unit of Bid Unit Price Bid Value Item Seclion No. Measure uantit Water Facilities 1 0241.1118 4"-12" Pressure Plug 02 41 14 EA 6 $301.96 $1,811.76 2 3305.0109 Trencn Safety 33 05 10 LF 4,677 $0.31 $1,449.87 3 3305.1004 24" Casing By Open Cut 33 05 22 LF 55 $262.31 $14,427.05 4 3311.0001 Ductile Iron Water Fittings w/ Restraint 33 11 11 TON 2.8 $12,142.19 $33,998.13 5 3311.0141 6" Water Pipe 33 11 10, LF 42 $43.00 $1,806.00 33 11 12 6 3311.0241 8" PVC Water Pipe 33 11 10, LF 499 $84.97 $42,400.03 33 11 12 7 3311.0441 12" PVC Water Pipe 33 11 10, LF 3,933 $112.07 $440,771.31 33 11 12 8 3311.0442 12" Water Pipe, CSS Backfill 33 11 10, LF 120 $113.92 $13,670.40 33 11 12 9 3311.0451 12" DIP Water 33 11 12 LF 85 $130.70 $11,109.50 10 3311.0452 12" DIP Water, CSS Backfill 33 11 10 LF 40 $158.32 $6,332.80 11 3312.0001 Std. Fire Hydrant Assembly w/ 6" Gate Vaive & Valve Box 33 12 40 EA 4 $6,648.79 $26,595.16 12 3312.0107 Connection to Existin 20" Water Main 33 12 30 EA 1 $3,405.68 $3,405.68 13 3312.1002 2" Combination Air Valve Assembly for Water 33 12 30 EA 1 $15,134.53 $15,134.53 14 3312.3005 12" Gate Valve 33 12 20 EA 10 $4,546.14 $45,461.40 15 3312.3003 8" Gate Valve & Valve Box 33 12 20 EA 5 $2,367.89 $11,839.45 16 9999.0001 12" Cleaning Wye 33 04 40 EA 5 $1,989.27 $9,946.35 17 9999.0002 8"-12" Poll Pi 00 00 00 EA 5 $299.52 $1 497.60 Water Subtotal $681,657.02 3301.0002 Post-CCN Inspection 3301.0101 Vacuum Test Manholes 3305.0109 Trench Safety 3305.0112 Concrete Collar 3305.0113 Trench Water Stops 3305.1003 20" Casing By Open Cut 3305.1103 20" Casing By Other Than Open Cu 3331.3101 SDR-26 4" Sewer Services 3331.4115 8" SDR-26 PVC Sewer Pipe 3331.4119 8" DIP Sewer Pipe 3331.4120 8" DIP Sewer Pipe, CSS Backfill 3331.4201 10" Sewer Pipe 3339.1001 4' Std. Dia. Manhole 9999.0003 Remove, Bore, Replace 4' S.S.M.H. 9999.0004 Deep Trench Backfill 9999.0005 Protecto 401 Coating 9999.0006 8" Piug 9999.0007 Connect to Existing 10" S.S. Sanitary Sewer Subtotal CITY OF' FORT WORTFi STANDARU CONSTRUCTION BID PROPOSAL-0EiVIiLOPPR AWARDFiD PROIIiCTS ra�„ x�„s-a �n�uu� z�, zozo 33 01 31 33 01 30 330510 33 05 17 33 05 15 33 05 22 33 05 22 33 31 50 �s-mv, 33 11 10 33 11 10 33 11 10, ao ��-ro; 00 00 00 00 00 00 EA LF LF LF EA LF LF LF LF EA EA LF LF EA EA 1621 $1.83 $2,966.43 6 $142.13 $852.78 1621 $1.30 $2,107.30 5 $592.24 $2,961.20 3 $1,440.62 $4,321.86 50 $235.80 $11,790.00 120 $549.39 $65,926.80 7 $1,542.73 $10,799.11 321 $76.75 $24,636.75 324 $150.07 $48,622.68 55 $214.90 $11,819.50 542 $105.08 $56,953.36 6 $9,529.80 $57,178.80 1 $11,999.59 $11,999.59 273 $41.14 $11,231.22 379 $10.00 $3,790.00 2 $90.96 $181.92 1 $1.726.25 $1.726.25 Tradition, Winding Meadaws Ddve, North Ciq� Pmject #1051 IG 0o az as_o�d rm�o9ot s�cTroN oo az a3 Developer Awarded Projects - PROPOSAL FORM Tradition, W inding Meadows Drive, North, City Project II ] OS ll 6 UNIT PRIC� I3ID Project Item Information Bidder's Proposal Bidlist Specification Unit of Bid Description Unit Price Bid Value Item Section No. Measure Quantit Storm Drain Facilities 36 0241.4401 Remove Ex. Headwall 02 41 14 EA 2 $496.56 $993.12 37 0241.3014 Remove 21" Storm Line 02 41 14 LF 40 $21.40 $856.00 38 0241.3015 Remove 24" Storm Line (C.M.P.) 02 41 14 LF 105 $16.95 $1,779.75 39 3137.0102 Large Stone Riprap, dry 31 37 00 SY 855 $159.18 $136,098.90 40 3137.0104 Medium Riprap, dry 31 37 00 SY 372 $142.13 $52,872.36 41 3305.0109 Trench Safety 33 05 10 LF 1,770 $1.09 $1,929.30 42 3305.0112 Concrete Collar 33 05 17 EA 1 $709.75 $709.75 43 3341.0201 21" RCP, Class III 33 41 10 LF 363 $83.56 $30,332.28 44 3341.0205 24" RCP, Class III 33 41 10 LF 434 $93.75 $40,687.50 45 3341.0208 27" RCP, Class III 33 41 10 LF 91 $118.34 $10,768.94 46 3341.0302 30" RCP, Class III 33 41 10 LF 199 $129.32 $25,734.68 47 3341.0309 36" RCP, Class III 33 41 10 LF 423 $162.45 $68,716.35 48 3341.0402 42" RCP, Class III 33 41 10 LF 199 $211.55 $42,098.45 49 3341.1302 6x3 Box Culvert 33 41 10 LF 61 $494.75 $30,179.75 50 3349.0001 4' Storm Junction Box 33 49 10 EA 5 $5,969.25 $29,846.25 51 3349.0002 5' Storm Junction Box 33 49 10 EA 1 $8,015.85 $8,015.85 52 3349.4105 24" SET, 1 pipe 33 49 10 EA 4 $2,501.40 $10,005.60 53 3349.4106 27" SET, 1 pipe 33 49 40 EA 1 $2,728.80 $2,728.80 54 3349.4107 30" SET, 1 ipe 33 49 40 EA 1 $2,956.20 $2,956.20 55 3349.4109 36" SET, 1 pipe 33 49 40 EA 4 $3,411.00 $13,644.00 56 3349.4111 42" SET, 1 i e 33 49 40 EA 2 $3,922.65 $7,845.30 57 3349.6001 10' Recessed Inlet 33 49 20 EA 7 $7,390.50 $51,733.50 58 3349.7001 4' Drop Inlet 33 49 20 EA 1 $7,049.40 $7,049.40 59 9999.0008 Bottom of 10' Curb Inlet 00 00 00 EA 3 $2,842.50 $8,527.50 60 9999.0009 3' Drop Inlet 00 00 00 EA 1 $5,912.40 $5,912.40 61 9999.0010 Parallel Wing Wall, 4-8'x3' Boxes 00 00 00 EA 1 $57,987.00 $57,987.00 62 9999.0011 Flared Wing Wall, 4-S'x3' Boxes 00 00 00 EA 1 $36,384.00 $36,384.00 63 9999.0012 Flared Wing Wall, 1-8'x3' Box 00 00 00 EA 1 $16,486.50 $16,486.50 64 9999.0013 Flared Wing Wall, 1-8'x3' Box & 1-6'x3' Box 00 00 00 EA 1 $20,863.95 $20,863.95 65 9999.0014 8x3 Box Culvert 00 00 00 LF 1,086 $595.24 $646 430.64 Storm Drain Subtotal 1,370,174.02 Water/Sanitary Sewer/Storm Drain Facilities Subtotal Bid Summa Water/Sanita Sewer/Storm Drain Facilities Subtotal Total Bid This bid is submitted by the entity listed below: $2,381,696.59 $2,381,696.59 $2,381,696.59 Company: L.H. Lacy Company, Ltd. By: Street Address: 1880 Crown Dr. Suite 1200 City, State, Zip Code: Dallas, TX 75234 Phone: 214-357-0146 Sig , atur Title: �v: �� `U , �.r � �. f ? Date: �.I � � � I z-� Conlrnctm� ngrees �o complete 1VORK for FINAL ACCCPTANCE wifhin 50 working dnys nRer the date when the CONTRAC'T cmnmences to run ns provided in thc Genernl Conditions. END Or SCCTION crry or roar woarEa r�.,a��. �w�a�� rn.��d�,�� d��, rmnn STANUARD CONSTRUCT[ON F3ID PROPOSAL-0GVFiLOPFR AWARD[D PROJIiCTS City Project NI05116 Fomi Rc�i,d Junuurc 29, 2020 00 42 43_f3id Propo.sl