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City 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: Quail Valley Devco V, LLC
Address, State, Zip Code: 400 S. Record Street Suite 1200 Dallas, Texas 75202
Phone & Email: 214-292-3410 | scarpenter@republicpropertygroup.com
Authorized Signatory, Title: Seth Carpenter, Vice President
Project Name: Walsh Ranch Quail Valley Planning Area 5A (PA5A)
Brief Description: Water, Sewer, Paving, Drainage, Street Lights & Signs
Project Location: Walsh Ranch Quail Valley Planning Area 5A (PA5A)
Plat Case Number: PP-23-040 Plat Name: Walsh Ranch Planning Area 5
Mapsco: Council District: 3
CFA Number: 24-0107 City Project Number:
105436
761-G
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 Quail Valley Devco V, LLC
(“Developer”), acting by and through its duly authorized representative. City and Developer are referred to
herein individually as a “party” and collectively as the “parties.”
WHEREAS, Developer is constructing private improvements or subdividing land within the
corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Walsh
Ranch Quail Valley Planning Area 5A (PA5A) (“Project”); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement (“Community Facilities” or “Improvements”); and
WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land, pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the City is not participating in the cost of the Improvements or Project; and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance (“CFA Ordinance”), as amended, is incorporated
into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer’s duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists between the terms and conditions
of this Agreement and the CFA Ordinance, the CFA Ordinance shall control.
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Standard Community Facilities Agreement
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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 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
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
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Standard Community Facilities Agreement
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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.
Award of Construction Contracts
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Standard Community Facilities Agreement
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(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
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.
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Standard Community Facilities Agreement
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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 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
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
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Standard Community Facilities Agreement
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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: DEVELOPER:
Development Services Quail Valley Devco V, LLC
Contract Management Office 400 S. Record Street Suite 1200
City of Fort Worth Dallas, Texas 75202
100 Fort Worth Trail
Fort Worth, Texas 76102
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Standard Community Facilities Agreement
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With copies to:
City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
and
City Manager’s Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer’s contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3) years after final payment under the contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further, that City shall have access during normal working hours to all of the contractor’s facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer’s contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Developer shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its employees, representatives, agents, servants, officers,
contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat
superior shall not apply as between the City and its officers, representatives, agents, servants and
employees, and Developer and its employees, representatives, agents, servants, officers, contractors,
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Standard Community Facilities Agreement
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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 and Developer, and if they so choose, their attorneys, have had the opportunity to review
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and comment on this document; therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
construed solely on the basis of the language contained therein, regardless of who authored such
language.
25.
Prohibition on Boycotting Israel
Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
the City is prohibited from entering into a contract with a company with 10 or more full-time employees
that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for
goods or services unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel”
and “company” have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Developer’s signature provides written verification to the City that
Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement.
26.
Prohibition on Boycotting Energy Companies
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Developer certifies that Developer’s signature
provides written verification to the City that Developer: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
27.
Prohibition on Discrimination Against Firearm and Ammunition Industries
Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
“discriminate,” “firearm entity” and “firearm trade association” have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Developer’s signature provides written verification to the City that
Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
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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.
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.
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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.
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36.
Cost Summary Sheet
Project Name: Walsh Ranch Quail Valley Planning Area 5A (PA5A)
CFA No.: 24-0107 City Project No.: 105436 IPRC No.: 24-0023
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction 1,879,435.00$
2. Sewer Construction 2,618,720.75$
Water and Sewer Construction Total 4,498,155.75$
B. TPW Construction
1. Street 3,957,645.90$
2. Storm Drain 1,757,144.00$
3. Street Lights Installed by Developer 1,674,439.40$
4. Signals -$
TPW Construction Cost Total 7,389,229.30$
Total Construction Cost (excluding the fees):11,887,385.05$
Estimated Construction Fees:
C. Construction Inspection Service Fee $101,250.00
D. Administrative Material Testing Service Fee $38,584.00
E. Water Testing Lab Fee $2,868.75
Total Estimated Construction Fees:142,702.75$
Financial Guarantee Options, choose one Amount
Choice
(Mark one)
Bond = 100%11,887,385.05$
Completion Agreement = 100% / Holds Plat 11,887,385.05$
Cash Escrow Water/Sanitary Sewer= 125%5,622,694.69$
Cash Escrow Paving/Storm Drain = 125%9,236,536.63$
Letter of Credit = 125% 14,859,231.31$
Escrow Pledge Agreement = 125% 14,859,231.31$ X
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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
Sr. Contract Compliance Specialist
Development Services
Approved as to Form & Legality:
Jackson Skinner
Assistant City Attorney
M&C No. N/A
Date:
Form 1295: N/A
ATTEST:
Jannette S. Goodall
City Secretary
DEVELOPER
Quail Valley Devco V, LLC
Seth Carpenter
Vice President
Date:
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
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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 16 of 18
Standard Community Facilities Agreement
Rev. 9/21
ATTACHMENT “1”
Changes to Standard Community Facilities Agreement
City Project No. 105436
None
City of Fort Worth, Texas Page 17 of 18
Standard Community Facilities Agreement
Rev. 9/21
ATTACHMENT “2”
Phased CFA Provision
City Project No. 105436
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, CPN 105435, 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 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.
City of Fort Worth, Texas Page 18 of 18
Standard Community Facilities Agreement
Rev. 9/21
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 ANY AND ALL ECONOMIC DAMAGES
PROPERTY LOSS, 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 NOT LIMITED TO ANY AND
ALL ECONOMIC DAMAGES, PROPERTY LOSS, 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 (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 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 IN PART 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
Quail Valley Devco V, LLC
Seth Carpenter
Vice President
Date:
DEVELOPER:QUAIL VALLEY DEVCO V, LLC400 S RECORD ST, SUITE 1200DALLAS, TEXAS 75202LOCATION MAPCPN: 105436MAPSCO NO: 761-GCOUNCIL DISTRICT: 3SCALE: N.T.S.PROJECTSITEWALSH RANCH - QUAIL VALLEYPLANNING AREA 5A - (PA5A)December 10, 2024
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CPN: 105436
WALSH RANCH - QUAIL VALLEY
PLANNING AREA 5A - (PA5A)
December 10, 2024
LEGEND
PROPOSED 8" SEWER MAIN
PROPOSED 16" DIP
8" SEWER MAIN
PROPOSED 15" SEWER MAIN
PROPOSED 8" DIP
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PHONE: (214) 292-3410
JGASCA 12/10/2024 10:00AM H:\PROJ\R303061.41 - WR - PA5\05 DESIGN\CIVIL\CFA\5A\EXHIBITS\PA5A-PAVING-EXHIBIT.DWGEXHIBIT B - PAVING
CPN: 105436
WALSH RANCH - QUAIL VALLEY
PLANNING AREA 5A - (PA5A)
December 10, 2024
LEGEND
6" REINFORCED CONCRETE
8" REINFORCED CONCRETE
9" REINFORCED CONCRETE
H.C RAMPS BY DEVELOPER
SIDEWALK BY DEVELOPER
SIDEWALK BY HOMEBUILDER
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DEVELOPER:
QUAIL VALLEY DEVCO V, LLC
400 S RECORD ST, SUITE 1200
DALLAS, TEXAS 75202
CONTACT: SETH CARPENTER
PHONE: (214) 292-3410
JGASCA 12/10/2024 10:00AM H:\PROJ\R303061.41 - WR - PA5\05 DESIGN\CIVIL\CFA\5A\EXHIBITS\PA5A-STORM-EXHIBIT.DWGEXHIBIT B1 - STORM DRAIN
CPN: 105436
WALSH RANCH - QUAIL VALLEY
PLANNING AREA 5A - (PA5A)
December 10, 2024
LEGEND
PROPOSED STORM INLET
PROPOSED STORM DRAIN HEADWALL
WS
5
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VED IS T A NT ROCK TRAIL GREEN PLATEAU DRB L U F F B E N D T R A I L
DEVELOPER:
QUAIL VALLEY DEVCO V, LLC
400 S RECORD ST, SUITE 1200
DALLAS, TEXAS 75202
CONTACT: SETH CARPENTER
PHONE: (214) 292-3410
JGASCA 12/10/2024 10:00AM H:\PROJ\R303061.41 - WR - PA5\05 DESIGN\CIVIL\CFA\5A\EXHIBITS\PA5A-LIGHTING-EXHIBIT.DWGEXHIBIT C - STREET LIGHTS & SIGNS
CPN: 105436
WALSH RANCH - QUAIL VALLEY
PLANNING AREA - (PA5A)
December 10, 2024
LEGEND
PROPOSED STREET LIGHT
PROPOSED STREET SIGN
00 42 43
DAP - BID PROPOSAL
Page 1 of 3
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM PA5A
���►1��:�C�7�=�1��
Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Specification Unit of
Item No. Description Section No. Measure B�d Quantity Unit Price Bid Value
UNIT I: WATER IMPROVEMENTS
1 0241.1106 16" Pressure Plug 02 41 14 EA 1 $1,100.00 $1,100.00
2 0241.1118 4"-12" Pressure Plug 02 41 14 EA 9 $224.00 $2,016.00
3 3311.0001 Ductile Iron Water Fittings w/ Restraint 33 11 11 TON 19.9 $4,320.00 $85,968.00
4 3305.0109 Trench Safety 33 05 10 LF 12,427 $1.00 $12,427.00
5 3305.1104 24" Casing By Other Than Open Cut 33 05 22 LF 193 $579.00 $111,747.00
6 3311.0141 6" Water Pipe 33 11 10 LF 303 $33.00 $9,999.00
7 3311.0251 8" DIP Water 3311 10 LF 673 $154.00 $103,642.00
8 3311.0254 8" DIP Water, CLSM Backfill 33 11 10 LF 305 $277.50 $84,637.50
9 3311.0261 8" PVC Water Pipe 33 11 12 LF 6,015 $43.50 $261,652.50
10 3311.0264 8" PVC Water Pipe, CLSM Backfill 33 11 12 LF 20 $167.00 $3,340.00
11 3305.2002 8" Water Carrier Pipe 33 05 24 LF 39 $43.50 $1,696.50
12 3311.0451 12" DIP Water 33 11 10 LF 172 $170.50 $29,326.00
13 3311.0457 12" DIP Water, CLSM Backfill 33 11 10 LF 190 $293.50 $55,765.00
14 3311.0461 12" PVC Water Pipe 33 11 12 LF 1,949 $82.00 $159,818.00
15 3311.0467 12" PVC Water Pipe, CLSM Backfill 33 11 12 LF 82 $205.50 $16,851.00
16 3305.2004 12" Water Carrier Pipe 33 05 24 LF 193 $82.00 $15,826.00
17 3311.0551 16" DIP Water 33 11 10 LF 15 $271.00 $4,065.00
18 3311.0557 16" DIP Water, CLSM Backfill 33 11 10 LF 155 $394.50 $61,147.50
19 3311.0561 16" PVC C905 Water Pipe 33 11 12 LF 2,178 $108.50 $236,313.00
20 3311.0567 16" PVC C905 Water Pipe, CLSM Backfill 33 11 12 LF 138 $232.00 $32,016.00
21 3312.0001 Fire Hydrant 33 12 40 EA 10 $6,400.00 $64,000.00
22 3312.0106 Connection to Existing 16" Water Main 33 12 25 EA 1 $19,100.00 $19,100.00
23 3312.0117 Connection to Existing 4"-12" Water Main 33 12 25 EA 1 $3,410.00 $3,410.00
24 3312.1002 2" Combination Air Valve Assembly for Water 33 12 30 EA 3 $11,100.00 $33,300.00
25 3312.2003 1" Water Service 33 12 10 EA 158 $1,410.00 $222,780.00
26 3312.3002 6" Gate Valve 33 12 20 EA 2 $1,960.00 $3,920.00
27 3312.3003 8" Gate Valve 33 12 20 EA 23 $2,790.00 $64,170.00
28 3312.3005 12" Gate Valve 33 12 20 EA 6 $4,980.00 $29,880.00
29 3312.3006 16" Gate Valve w/ Vault 33 12 20 EA 4 $26,200.00 $104,800.00
30 3312.6002 6" Blow Off Valve 33 12 60 EA 1 $12,600.00 $12,600.00
31 3312.0002 Water Sampling Station 33 12 50 EA 2 $3,710.00 $7,420.00
32 9999.0004 Automatic Flushing Device 00 00 00 EA 1 $7,800.00 $7,800.00
33 9999.0002 12" 115 PSI Flexible Encasing Pipe 00 00 00 LF 39 $78.00 $3,042.00
34 3137.0104 Medium Stone Riprap, dry 31 37 00 SY 140 $99.00 $13,860.00
35
36
37
38
39
40
41
42
43
44
45
TOTAL UNIT I: WATER IMPROVEMENTS $1,879,435.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Version May 22, 2019 WR-SA_00 42 43_Bid Proposal_DAP_UtiliTy_2025-01-09.x1s
00 42 43
DAP - BID PROPOSAL
Page 2 of 3
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM PA5A
���►1��:�C�7�=�1��
Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Description Specification Unit of B�d Quantity Unit Pcice Bid Value
Item No. Section No. Measure
UNIT II: SANITARY SEWER IMPROVEMENTS
1 0241.2014 Remove 10" Sewer Line 02 41 14 LF 634 $40.00 $25,360.00
2 0241.2201 Remove 4' Sewer Manhole 02 41 14 EA 5 $1,440.00 $7,200.00
3 3301.0002 Post-CCTV Inspection 33 01 31 LF 11,584 $2.50 $28,960.00
4 3301.0101 Manhole Vacuum Testing 33 01 30 EA 76 $135.00 $10,260.00
5 3305.0109 Trench Safety 33 05 10 LF 11,584 $1.00 $11,584.00
6 3305.0110 Utility Markers 33 05 26 LS 9 $90.00 $810.00
7 3305.0112 Concrete Collar 33 05 17 EA 10 $1,880.00 $18,800.00
8 3331.3101 4" Sewer Service 33 31 50 EA 174 $1,900.00 $330,600.00
9 3305.3002 8" Sewer Carrier Pipe 33 05 24 LF 300 $70.00 $21,000.00
33 11 10,
10 3331.4115 8" Sewer Pipe 33 31 12, LF
33 31 20 9,524 $70.00 $666,680.00
33 11 10,
11 3331.4116 8" Sewer Pipe, CSS Backfill 33 31 12, LF
33 31 20 792 $193.50 $153,252.00
12 3331.4119 8" DIP Sewer Pipe 33 11 10 LF 115 $107.00 $12,305.00
13 3331.4120 8" DIP Sewer Pipe, CSS Backfill 33 11 10 LF 20 $230.50 $4,610.00
33 11 10,
14 3331.4215 15" Sewer Pipe 33 31 12, LF
33 31 20 485 $144.00 $69,840.00
15 3331.4222 16" DIP Sewer 33 11 10 LF 223 $204.00 $45,492.00
16 3305.3006 16" Sewer Carrier Pipe 33 05 24 LF 125 $144.00 $18,000.00
17 3305.1005 30" Casing By Open Cut 33 05 22 LF 125 $477.00 $59,625.00
18 3305.1003 20" Casing By Open Cut 33 05 22 LF 300 $276.00 $82,800.00
19 3339.0001 Epo�ry Manhole Liner 33 39 60 VF 414 $350.00 $144,900.00
20 3339.1001 4' Manhole 33 39 10, EA
33 39 20 64 $7,800.00 $499,200.00
2� 3339.1002 4' Drop Manhole 33 39 10, EA
33 39 20 12 $12,600.00 $151,200.00
22 3339.1003 4' Extra Depth Manhole 33 39 10, VF
33 39 20 354 $550.00 $194,700.00
23 9999.0006 12" 150 PSI Encasing Pipe 00 00 00 LF 38 $78.00 $2,964.00
24 3137.0104 Medium Stone Riprap, dry 31 37 00 SY 575 $99.00 $56,925.00
25 9999.0008 Landlok 450 TRM 00 00 00 SF 1,575 $1.05 $1,653.75
26
27
28
29
30
31
32
33
TOTAL UNIT II: SANITARY SEWER IMPROVEMENTS $2,618,720.75
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Version May 22, 2019 WR-SA_00 42 43_Bid Proposal_DAP_UtiliTy_2025-01-09.x1s
BY:
TITLE:
DATE:
President
Garrett J Moss
BY:
TITLE:
DATE:
Vice President
Harlan Jones
00 42 43
DAP - BID PROPOSAL
Page 1 of 1
1 2605.3015 2" CONDT PVC SCH 80 (T) 26 05 33 LF 11,125 $27.00 $300,375.00
2 3441.1408 NO 6 Insulated Elec Condr 34 41 10 LF 4,264 $3.00 $12,792.00
3 3441.1405 NO 2 Insulated Elec Condr 34 41 10 LF 7,377 $6.20 $45,737.40
4 3441.1501 Furnish/Install Ground Box Type B 34 41 10 EA 64 $1,365.00 $87,360.00
5 3441.1733 Rdwy Illum Foundation TY 11 34 41 20 EA 31 $1,620.00 $50,220.00
6 3441.1772 Furnish/Install 240-480 Volt Single Phase
Transocket Metered Pedestal
34 41 20 EA 3 $10,750.00 $32,250.00
7 3441.3301 Rdwy Illum Foundation TY 1,2, and 4 34 41 20 EA 39 $1,830.00 $71,370.00
8 9999.0010 Furnish/Install Walsh Ranch 30ft Double-Mast
Street Light Pole & LED Fixture
00 00 00 EA 3 $26,880.00 $80,640.00
9 9999.0011 Furnish/Install Walsh Ranch 30ft Single-Mast Street
Light Pole & LED Fixture
00 00 00 EA 36 $22,350.00 $804,600.00
10 9999.0012 Furnish/Install Walsh Ranch 14ft Street Light Pole &
LED Fixture
00 00 00 EA 31 $5,930.00 $183,830.00
11 9999.0003 2" CONDT PVC SCH 80 (BR) 26 05 33 LF 195 $27.00 $5,265.00
12
13
14
15
16
17
18
19
20
This Bid is submitted by the entity named below:
BIDDER: BY:
Mario Sinacola & Sons Excavating, Inc.
10950 Research Road
TITLE:
Frisco, Texas 75033 DATE:
END OF SECTION
Bidlist
Item No.
Vice President
Harlan Jones
$1,674,439.40
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Bid Summary
Bidder's Proposal
Description Bid Quantity
Project Item Information
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.
UNIT PRICE BID Bidder's Application
Specification
Section No.
Unit of
Measure
UNIT V: STREET LIGHTING IMPROVEMENTS
$1,674,439.40Total Construction Bid
PA5A
$1,674,439.40
TOTAL UNIT V: STREET LIGHTING IMPROVEMENTS
UNIT V: STREET LIGHTING IMPROVEMENTS
Unit Price Bid Value
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Version May 22, 2019 WR-5A_00 42 43_Bid Proposal_DAP_Street Lighting_2024-10-24
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 1 of 10
ESCROW AGREEMENT
Escrow No. 3002-407897AMESC
THIS ESCROW AGREEMENT (the “Agreement”), is made and entered into by and
between Quail Valley Devco V, LLC (“Developer”), the City of Fort Worth, a Texas home-rule
municipal corporation (“Fort Worth”) and American Escrow Company (“Escrow Agent”) is to
witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Walsh Ranch Quail Valley Planning Area 5A (PA5A), CFA Number 24-0107, City
Project Number 105436, IPRC Number 24-0023 (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 Fourteen Million, Eight Hundred Fifty-
nine Thousand, Two Hundred Thirty-one Dollars, and Thirty-One Cents ($14,859,231.31),
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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 2 of 10
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
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.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 3 of 10
(b) Negative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will not:
(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:
Quail Valley Devco V, LLC
400 S. Record Street Suite 1200
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 4 of 10
Dallas, Texas 75202
To: Escrow Agent:
American Escrow Company
Attention: Shauna Dawson
2626 Howell Street, 10th Floor
Dallas, Texas 75204
Email: sdawson@republictitle.com
Phone: 214-754-7768
To: City of Fort Worth
City of Fort Worth
Attn: City Treasurer
100 Fort Worth Trail
Fort Worth, TX 76102
With a copy to:
City of Fort Worth
Attn: Contract Management Office
100 Fort Worth Trail
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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 5 of 10
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
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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 6 of 10
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.
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 KIND
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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 7 of 10
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 KIND WHATSOEVER THAT ARISE
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 Revised 11.16.2022 DH
Page 8 of 10
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
Dana Burghdoff
Assistant City Manager
Date:
Approved at to Form & Legality:
Jackson Skinner
Assistant City Attorney
Date:
ATTEST:
Jannette Goodall
City Secretary
DEVELOPER
Quail Valley Devco V, LLC
Name: Seth Carpenter
Title: Vice President
Date: _________________
ESCROW AGENT
American Escrow Company
Name: William A. Kramer
Title: Authorized Signer
Date: _________________
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
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 9 of 10
ATTACHMENT “1”
Changes to Standard Agreement
SECTION 17.PROVISIONS CONCERNING ESCROW AGENT
(a) Wire Transfers and Wire Transfer Verifications: All monetary funds to be held in escrow pursuant
to this Escrow Agreement are to be sent to Escrow Agent by Federal wire transfer. The parties
acknowledge that they may be charged fees by their banks in connection therewith. Automated
Clearing House (ACH) transfers, wires or checks will not be accepted as monetary funds to be
held in escrow. Escrow fees may be paid by check or Federal wire. If requested by a party,
Escrow Agent will make disbursements by check and send such checks by regular mail, or
certified mail in accordance with the notice provisions hereof. Federal wire transfers of monetary
disbursements by Escrow Agent must be verified by a phone call from a representative of Escrow
Agent to the named representative and phone number set forth in the notice provisions hereof
prior to a wire being transmitted. Such phone call will request the party being contacted to confirm
the amount to be wired, the name of the bank to receive the wire, the American Bankers
Association (ABA) routing number of the receiving bank, the name of the account at such bank
to which the wire transfer will be credited, and the bank identification number of such account.
Escrow Agent’s fee specified herein contemplates no more than twelve (12) such Federal wire
transfers and confirmations during each twelve (12) month period of this Escrow Agreement and
any wire and verification in excess thereof will be charged $150.00 each within such twelve (12)
month period, beginning on the effective date of this Escrow Agreement.
(b)Escrow Agent is not a party to, or bound by any agreement which may be deposited under,
evidenced by, or which arises out of the foregoing instructions.
(c) Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner
whatever for the sufficiency, correctness, genuineness, or validity of any instrument deposited
with it hereunder, or with respect to the form or execution of the same, or the identity, authority,
or rights of any person executing or depositing the same.
(d)Escrow Agent shall not be required to take or be bound by notice of any default of any person, or
to take any action with respect to such default involving any expense or liability, unless notice in
writing is given to an officer of Escrow Agent of such default.
(e) Escrow Agent shall be protected by Developer in acting upon any notice, request, waiver, consent,
receipt, or other paper or document believed by Escrow Agent in good faith to be genuine and to
be signed by the proper party or parties.
(f) Escrow Agent may consult with legal counsel in the event of any dispute or questions as to the
construction of the foregoing instructions, or Escrow Agent's duties hereunder.
(g)Escrow Agent assumes no liability and the parties hereto consent and agree that Escrow Agent
shall have no liability for any defalcation, insolvency, receivership or conservatorship of the
depository institution (Texas Capital Bank), nor shall Escrow Agent have any liability due to any
of the parties other than Escrow Agent filing for bankruptcy or the consequences or effect of such
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH
Page 10 of 10
a bankruptcy on the funds and/or documents deposited hereunder.
(h)For its ordinary services hereunder, Escrow Agent shall be entitled to a fee of $2,500.00, payable
by Developer concurrently with its acceptance hereof.
(i)Developer further agrees that Escrow Agent assumes no liability for and is expressly released
from any claim or claims whatsoever in connection with the receiving, retaining and delivering of
the above papers and funds except to account for payment and/or delivery made thereon. Deposit
by Escrow Agent of the instruments and funds (less its charges and expenses incurred herein)
comprising this escrow in Court, shall relieve Escrow Agent of all further responsibility and
liability, and Escrow Agent is hereby expressly authorized after filing a petition with the court
and depositing the funds with the court to disregard in its sole discretion any and all notices or
warnings given by any of the parties hereto, or by any other person or corporation, but the said
Escrow Agent is hereby expressly authorized to regard and to comply with and obey any and all
orders, judgments or decrees entered or issued by any court with jurisdiction. In case of any suit
or proceeding regarding this escrow to which Escrow Agent is or may be at any time a party,
Developer agrees to indemnify and hold harmless Escrow Agent from all loss, costs or damages
incurred, including but not limited to attorneys' fees, by reason of this Agreement or the subject
matter hereof or any cause of action which may be filed in connection therewith and to pay Escrow
Agent, upon demand all such costs, fees and expenses so incurred.