HomeMy WebLinkAboutContract 64132Received Date: 10/17/2025
Received Time: 10:35 a.m.
Developer and Project Information Cover Sheet:
Developer Company Name:
FG Aledo Development, LLC
Address, State, Zip Code:
3045 Lackland Rd. Fort Worth, Texas 76116
Phone & Email:
kgill@sableholdings.com 1817-732-2291
Authorized Signatory, Title:
Kimberly Gill, President
Project Name:
Morningstar North Offsite Sewer
Brief Description:
Sewer
Project Location:
ETJ North Fort Worth, Mapsco 711-T,U &Y, 761-C&D
Plat Case Number:
Not provided
Plat Name:
Not provided
Council District:
ETJ
Phased or Concurrent
Provision:
None
CFA Number:
25-0011
City Project Number:
105677 I IPRC25-0004
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 1 of 19
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Number: 64132
STANDARD COMMUNITY FACILITIES AGREEMENT
WITH CITY PARTICIPATION
This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by
and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and FG Aledo Development, LLC
("Developer"), a Delaware limited liability company, 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 Morningstar
North Offsite Sewer ("Project"); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement ("Community Facilities" or "Improvements"); and
WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land, pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the City desires to participate in this Agreement by paying for 82.1% of the cost of
the Improvements in an amount not to exceed $8,226,491.34 to enlarge the scope of the Improvements
beyond what Developer is responsible for constructing by oversizing approximately 18,000 linear feet of
sewer mains to various pipe sizes as authorized by City Council through approval of M&C 25-0945 on
September 30, 2025 ("City Participation"); and
WHEREAS, the City Participation includes reimbursement to Developer in amounts not to exceed
$7,576,866.97 for construction costs, $405,234.93 for design costs, $9,404.02 for public bid advertisement
costs, and $151,537.34 for material testing costs. The remaining City Participation in the amount of
$83,448.08 shall not be paid to Developer, but will be used by City to pay for the City's portion of
construction inspection service fees, administrative material testing fees, and water lab testing fees; and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 2 of 19
NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated
into this Agreement by reference, as if it was fully set forth herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exist between the terms and conditions
of this Agreement and the CFA Ordinance, the CFA Ordinance shall control.
2.
Incorporation of Engineering Plans
The engineering plans for the Improvements that have been approved by the City ("Engineering
Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide
at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to
construct the Improvements required by this Agreement.
3.
Description of Improvements; Exhibits and Attachments
The following exhibits describe the general location, nature and extent of the Improvements that
are the subject of this Agreement and are attached hereto and incorporated herein by reference:
❑ Exhibit A: Water
® Exhibit B: Sewer
❑ Exhibit C: Paving
❑ Exhibit D: Storm Drain
❑ Exhibit E: Street Lights & Signs
❑ Exhibit F: Traffic Signal & Striping
The Location Map and Cost Estimates are also attached hereto and incorporated herein by
reference. To the extent that Exhibits A, B, C, D, E, F, 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
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 3 of 19
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. If the Developer's contractors: (a) are not constructing the Improvements in accordance
with the Engineering Plans; (b) the contractors violate federal law, state law or local law, policies, rules
or regulations in connection with the construction of the Improvements; or (c) coordination of the timing
of the construction of adjacent utilities is necessary to avoid having to remove and replace Improvements
that Developer's contractors are about to install, the City may temporarily suspend the construction of
the Improvements by delivering a written notice to Developer and Developer's contractors. The
temporary suspension of the construction of the Improvements shall only occur for the amount of time
necessary for Developer's contractors to correct the violation or for the coordination of the utilities to
be completed, and upon any such suspension, City agrees to reimburse Developer for the City's share
of construction costs for work properly completed through the date City suspended construction.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term").
If construction of the Improvements has started during the Term, the Developer may request that this
Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall
be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement.
In no event shall the Term of this Agreement plus any Extension Periods be for more than three years.
7.
Failure to Construct the Improvements
(a) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements if at the end of the Term, and any Extension Periods, the
Improvements have not been completed and accepted by the City. If the Improvements are not
completed at the end of the Term, and any Extension Periods, there will be no further obligation
for City Participation to be paid to the Developer.
(b) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements or to cause the payment of costs for construction of the
Improvements before the expiration of the Term, and any Extension Period, if the Developer
breaches this Agreement, becomes insolvent, or fails to pay costs of construction.
(c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers
are not paid for construction costs or materials supplied for the Improvements the contractors and
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 4 of 19
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
(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.
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 5 of 19
(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.
(0
(g)
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.
Developer will not allow Developer's contractors to connect buildings to service lines of sewer and
water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and
service lines have been completed to the satisfaction of the City.
(h) Developer shall ensure the contractors are paid the City's wage rates in effect during construction
of the Improvements.
10.
Utilities
Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project;
and (2) to construct the Improvements required herein. City shall not be responsible for payment of any
costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with
any of the Improvements to be constructed pursuant to this Agreement.
11.
Easements and Rights -of -Way
Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for
the construction and dedication to the City of the Improvements provided for by this Agreement.
12.
Liability and Indemnification
(a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND
HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY
PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES
SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT.
(b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES
HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF
ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT
OF ANY INJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCLUDING DEATH,
OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE
CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE
PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS,
OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO
PROPERLY SAFEGUARD THE WORK, OR ON ACCOUNT OF ANY ACT, INTENTIONAL
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 6of19
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
Upon completion of all work associated with the construction of the Improvements, Developer will
assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its
contractors, along with an assignment of all warranties given by the contractors, whether express or implied.
Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City
the right to enforce such contracts as an express intended third party beneficiary of such contracts.
14.
Estimated Fees Paid by Developer; Reconciliation
Prior to execution of this Agreement, Developer has paid to the City the Developer's portion of the
estimated cost of administrative material testing service fees, construction inspection service fees, and water
testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion
of the construction of the Improvements, the City will reconcile the actual cost of administrative material
testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees
paid by Developer. If the actual costs of the Developer's portion of the fees are more than the estimated
payments made by the Developer, the Developer must pay the difference to the City before the Improvements
will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by
the Developer, the City will refund the difference to the Developer. If the difference between the actual costs
and the estimated payments made by the Developer is less than fifty dollars ($50.00), the City will not issue
a refund and the Developer will not be responsible for paying the difference. The financial guarantee will
not be released by the City or returned to the Developer until reconciliation has been completed by the City
and any fees owed to the City have been paid by the Developer.
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 7 of 19
15.
Material Testing
The City maintains a list of pre -approved material testing laboratories. The Developer must
contract with material testing laboratories on the City's list. Material testing laboratories will provide copies
of all test results directly to the City and the Developer. If the Improvements being constructed fail a test,
the Developer must correct or replace the Improvements until the Improvements pass all retests. The
Developer must pay the material testing laboratories directly for all material testing and retesting. The City
will obtain proof from the material testing laboratories that the material testing laboratories have been
paid in full by the Developer before the City will accept the Improvements.
16.
Notices
All notices required or permitted under this Agreement may be given to a party by hand -
delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY:
Development Coordination Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
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
DEVELOPER:
FG Aledo Development, LLC
3045 Lackland Rd.
Fort Worth, Texas 76116
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
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
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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,
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
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 9 of 19
The failure of the City to insist upon the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent
of City's right to assert or rely on any such term or right on any future occasion.
21.
Governmental Powers and Immunities.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
22.
Headings
The paragraph headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
23.
Severability
In the event that any clause or provision of this Agreement shall be held to be invalid by any
court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof.
24.
Review of Counsel
City and Developer, and if they so choose, their attorneys, have had the opportunity to review
and comment on this document; therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
construed solely on the basis of the language contained therein, regardless of who authored such
language.
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. 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
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 10 of 19
Developer acknowledges that in accordance with Chapter 2276 of the Texas Government Code 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. To the extent
that Chapter 2276 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 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. To the extent that Chapter 2274 of the Government Code is applicable
to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides
written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against
a firearm entity or firearm trade association during the term of this Agreement.
28.
Compliance with Public Information Act Requests
The requirements of Subchapter J, Chapter 552, Government Code, may apply to this
Agreement and Developer agrees that the Agreement can be terminated if Developer knowingly or
intentionally fails to comply with a requirement of that subchapter. Developer acknowledges that
section 552.371 of the Texas Government Code applies to this Agreement if: (1) this Agreement has a stated
expenditure of at least $1 million in public funds for the purchase of good or services by the City; or (2)
this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or
services by the City in a fiscal year of the City. To the extent that section 552.371 of the Texas Government
Code applies to this Agreement, Developer shall comply with section 552.372 of the Texas Government
Code by: (1) preserving all contracting information relating to this Agreement as provided by the records
retention requirements applicable to the City for the duration of the Agreement; (2) promptly providing the
City any contracting information related to this Agreement that is in the custody or possession of Developer
on request of the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City
all contracting information related to the Agreement that is in the custody or possession of Developer; or
(b) preserving the contracting information relating to the Agreement as provided by the retention
requirements application to the City.
29.
Immigration and Nationality Act
Developer shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
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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.
30.
Amendment
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
31.
Assignment and Successors
Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this
Agreement without the prior written consent of City. Any attempted assignment or subcontract without the
City's prior written approval shall be void and constitute a breach of this Agreement.
32.
No Third -Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
33.
Compliance with Laws, Ordinances, Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
34.
Signature Authority
The person signing this Agreement on behalf of Developer warrants that he or she has the legal
authority to execute this Agreement on behalf of the Developer, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled
to rely on this warranty and representation in entering into this Agreement.
35.
Counterparts
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 12 of 19
This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but which together will constitute one instrument.
36.
Entire Agreement
This written instrument, together with any attachments, exhibits, and appendices, constitutes the
entire understanding between the City and Developer concerning the work to be performed hereunder, and
any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall
be void.
37.
City Participation; Fiscal Funding Limitation
(a) The City shall reimburse Developer for 82.1% of the cost of the Improvements in amounts not to
exceed $7,576,866.97 for construction costs, $405,234.93 for design costs, $9,404.02 for the public
bid advertisement costs, and $151,537.34 for material testing costs. The remaining City
Participation in the amount of $83,448.08 shall not be paid to Developer but will be used by City
to pay for the City's portion of construction inspection service fees, administrative material testing
fees, and water lab testing fees. During construction of the Improvements, Developer will receive
applications for payment from Developer's contractors. Developer shall verify that each application
for payment is due and payable under the construction contracts between Developer and the
contractors and that the Improvements that are the subject of the application for payment have been
constructed. Developer shall submit payment requests to the City, in the form of an invoice, no
more frequently than one time per month to obtain reimbursement of the City Participation (each a
"Payment Request"). Each Payment Request shall be delivered to the City utilizing the City's
eBuilder software application and the spreadsheet approved by the City. Each Payment Request
submitted by Developer shall be accompanied with proof that: (1) Developer has paid the
contractors for the amount included in the Payment Request; and (2) an affidavit and lien release
from the contractors indicating that Developer has paid the contractors in full for the amount
included in each Payment Request and the contractors have paid all subcontractors and material
suppliers in full. Developer must register as a vendor of the City in order for the City Participation
to be paid to Developer. The cost of any charge orders must be agreed upon in writing by the
parties and the party or parties benefitting from the change order must pay the costs as outlined in
the written change order signed by the parties. The City Participation for construction costs was
calculated as follows:
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 13 of 19
Projecr Item 1nformanom (IPRC2S-0004 CPN9.47.677)
Bidri s Propo-sal
unit 1 - Sanitary Sewer er Improvements
Bid1isl
Item No.
1
7
3
d
3
3._
7,
9
10
11
12
13
14
Ii
1b
17
18
19
20
21
77
23
24
25 ,
26.
20
2g
30
31
32
33
34
35
3b
37
38
39
4U
41
42
43
Dena -ton
Specification
Section No
Urn of Measure
Bid Qmntity
Lott Price
Bid -Value
0171.0101 Con..ructIoo Staking
01 Ti 23
LS
1
$140,0110A0
3140,000.00
0171.0102 As-Butlt'Survey
1 -: '__
! LS
l
$i3,0ff.00
513.000.00
0241.0500 Remove Fence
02.: 1-
! LF
320
$8.00
$2,56011a
3291.0100 Tapsoi.
_' S::9
- C}'
5490
315.00
S82,35000
3292.0200 Seeding. Broadcast
: 2 9= 1:
- 53
49406
$4.00
$197,624.00
3471.0001 Tiafr C n1
:4 :::
MO
12
$5,500.00
7 66,000-00
3125.0101 S11'PPP : 1 acre
•1 '' C 3
-
LS
1
$62,000.00
$62,000.00
3331.4115 8" Sewer Pipe
- - - - 21
LF
2685
3102.00
$273,87000
3331.4201 10' Serer Pipe-
110
$145.00
515,950-40
3331.4205 10" DIP Sewer
= 3 1: 13
LF
174
$187.00
532,538.00
3331.4208 12" Sewer Pine
_ 3 _ : --3
-
LF
1448
$138.00
$206.724.00
3 53:.42:2 12" DIP Sewer
23 1: - J
_
LF
190
$212.00
S40,260.03
3.._.+= _1- 'i'PVC ASTMF1803 SewerPipe_
3 _ _ -_
_
LF
4371
$217.00
$948,507.00
= -.+=': 24- DIP Serer
-
LF
_
568
$373.00
S2- 11,864.00
32:-.4:2- 24"PVC ASIMF1803 5euerPipe
23: - _-
_
LF
55.71
$222.00
$1,2364762-00
333:.43'S '4" PVC ASTM F1803 SEW Er Pipe. CSS Barkfll
_ 3 _ _ -_
- --
-
20
$267.001 $5,34d-00
3331.4336 27" PVC ASThM F1803 Sewer Pipe
_ _ _ _ -_
iF
4065
$33.2.001 $1,349,sa1100
3331.4332 27" PVC ASTMF1S03 Sewei Pipe CSS Baeklill
- 5: --
LF
20
$310.001 $6,200.00
3331.4405 30' DIP Sewer
:3:: - 3
1F
186
$510.00
$94,860_€10
3305.1103 220-Ca:tcgByOther Than Open Cut
=3 C= ''
LF
365
$795.001
$290,175.40
3305.1107 42"Casing ligOther Than Open Ctd
33G522
LF
568
$1,565.001
3.1388.920.04
3305.1108 48' Casing Byother Than open•Cut
=: Cf '-
3F
186
31,815.001 $337,590-00
3301.9002 Po:.[-CCTVInapettoo
-,- C1 51
`LF
19458
$6.00
3116.748_00
3539.1001 s Manhole
,-3 3''3
! EA
25
$7,41:10.00
$185,000-40
9'999.'3001 tifanhole with Vent
99 09 C 3
--
EA
2
$17,000.00
534.00010
3339.1101 5 5.i,.1,n1a
33 39 20
! EA -
21
511,000.00
$231.000.00
9999.0002 3 Sf-nhala with Vent
-�
99 99 00
EA "
10
$22,000.00
5220,000.00
3339.1102 5'Drog Manhole
33 39 20
EA
1
$25,080.00
525,000-00
31:4.0142 6"-1.2' Mee Removal.
-
311000
EA -
241
$9d0.00
$218,700A0
3110.'3103 12"-18" Tree Removal
_
31 10 00
EA
23
$2,220.00
551,060-00
3110.0144 18"-24'Tree lieMtArai
311GOO
EA4
$2,720.00
310,860-00
3110.'3105 24" and Larger Tree Renrokal-�
-
31 10 (bp
EA
3
$3,580.00
570,74010
9-999.0003 Wager USA 2050 - 200 Serves- Inflow Pr eveoter
99 99 00
EA
5
$51,000.00
$255,001100
9999.0004 Waeer USA 2050 - 450 Serves -Inflow Poeveater
99 99 CIO
EA
5
$60,000.001 $300,0013.00
3305.0112 Concrete Collar for 2..faxar4e
33 0.5 17
-
E4
59
$600.O0
S35,400A0
3305.0113 Trench Water Stops
33 G5 15 '
-
EA-
$2,300.00
$4,801100
3339.1003 4' Eats Depth Manhole
33 39 29
VF
254
$430.00
$109,220.00
3339.1103 ] Extra Depth Maraole
33 39 20
-
IT
424
$610.00
$258,640-00
3339.0001 Epox4' Manhole Liner
33 39 69
VF
1026
$565.00
$579,691100
3301.0101 Mrnhaln Vacuum Tenting
33 G1 30
L.4.
59
$325.00
519,175.00
32310221 BarbeelWire Fence_ Wood Po3ts
32 31 26
LF
320
S18.00
$5,760I10
3305.0110 UtI!ItyMarkers
33 05 36
LS
5
$100.01
$5013.00
3305.0109 Trench Safety
33 05 10
LF
18340
$3.00
S55.02000
50.00
Total Bid
$9,220,827.00
Co[r I
Developer Casts (17944)
City Cost (112-l?41
Total Cost
Sewer Imp raven] enrsSummary
51:651_960.03
S7,676,r16697
59,22E Z7.04
(b) Substantial completion of the Improvements shall occur after Developer's contractors notify the
City that the Improvements are constructed and ready for their intended use, the City and
Developer's contractors inspect the Improvements, and the City concurs that the Improvements are
substantially complete. This City will withhold 5% in retainage from each payment made to
Developer. Retainage shall be paid by City to Developer 60 days after the Improvements are
constructed and accepted by the City and Developer delivers an invoice to the City.
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 14 of 19
(c) In the event no funds or insufficient funds are appropriated and budgeted or are otherwise
unavailable by any means whatsoever in any fiscal period for payments due under this Agreement,
then the City will immediately notify Developer of such occurrence and this Agreement shall be
terminated on the last day of the fiscal period for which appropriations were received without
penalty or expense to the City of any kind whatsoever, except to the portions of annual payments
herein agreed upon for which funds shall have been appropriated.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
39.
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 15 of 19
Cost Summary Sheet
Project Name: Morningstar North Offsite Sewer
CFA No. 25-0011
IPRC No. 25-0004 City Project No. 105677
Items
A. Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sewer Construction Total
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Signals
TPW Construction Cost Total
Developer's Cost
City's Cost Total Cost
$ - $ - $
$ 1,651,960.03 $ 7,576,866.97 $
9,228,827.00
$ 1,651,960.03 $
7,576,866.97 $ 9,228,827.00
$ $ $
$ $ - $
$ $ $
$ $ $
$
Total Construction Cost (excluding the fees): $ 1,651,960.03 $
Estimated Construction Fees:
C. Construction Inspection Service Fee
D. Administrative Material Testing Service Fee
E. Water Testing Lab Fee
F. Material Testing Cost
G. Design Services
H. Public Bid Advertisement Cost
Total Estimated Construction Fees:
TOTAL PROJECT COST
Financial Guarantee
7,576,866.97 $ 9,228,827.00
$ 14,740.65 $ 67,609.35 $ 82,350.00
$ 3,453.27 $ 15,838.73 $ 19,292.00
$ - $ - .$ -
$ - $ 151,537.34 �$ 151,537.34
$ 88,352.07 $ 405,234.93 .$ 493,587.00
$ 2,050.33 $ 9,404.02 .$ 11,454.35
$ 108,596.32 $ 649,624.37 $ 758,220.69
$ 1,760,556.35 $
Amount
Escrow Agreement= 125%
$ 2,064,950.04
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
8,226,491.34 $ 9,987,047.69
Page 16 of 19
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
cpct
Jesica McEachern
Assistant City Manager
Date: 10/15/2025
Recommended by:
Dwayne Hollars
Sr. Contract Compliance Specialist
Development Services Department
Approved as to Form & Legality:
Q¢aa ,2 aid&sy u
Jessika Williams
Assistant City Attorney
M&C No. 25-0945
Date: 9/30/25
Form 1295: 2025-1346973
ATTEST:
Jannette Goodall
City Secretary
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
DEVELOPER
FG Aledo Development, LLC
By: KTFW INVESTMENTS, INC.,
A Texas corporation, its manager
Kim GillGill (202510:40:57 CDT)
Kimberly Gill
President
10/13/2025
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.
Kandice Merrick
Development Manager
Page 17 of 19
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 B: Sewer Improvements
❑ Exhibit C: Paving Improvements
❑ Exhibit D: Storm Drain Improvements
❑ Exhibit E: Street Lights and Signs Improvements
❑ Exhibit F: Traffic Signal and Striping Improvements
Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 18 of 19
ATTACHMENT "1"
Changes to Standard Community Facilities Agreement
City Project No. 105677
None
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 4/2/20
Page 19 of 19
derwoo
C eter
IPRC NO. 25-0004
CITY PROJECT NO. 105677
FID NO. 30114-0200431-105677-E07685
X-28264
OWNED/DEVELOPED BY:
FG ALEDO DEVELOPMENT, LLC
CONTACT: KIM GILL
3045 LACKLAND ROAD FORT WORTH, TX 76116
PHONE: (817) 925-9297
OLD WEAT ERFORD
LOCATION MAP
MORNINGSTAR NORTH
OFF -SITE SEWER
MAPSCO NO. 711 - T, U & Y
761 - C & D
SANITARY SEWER IMPROVEMENTS TO SERVE
MORNINGSTAR NORTH DEVELOPMENT
CPN 105677
PREPARED BY:
BURGESS & NIPLE
TBPELS FIRM REGISTRATION NO. 10834
9900 HILLWOOD PKWY., SUITE 130
FORT WORTH, TEXAS 76177
PHONE: (817) 306-1444
SCALE: 1" = 1000'
CALLED: 274.491 ACRES
WALSH RANCHES
LIMITED PARTNERSHIP
P.C.C.I. NO. 20221454,
O.P.R.P.C.T.
IPRC NO. 25-0004
CITY PROJECT NO. 105677
FID NO. 30114-0200431-105677-E07685
X-28264
'cc -Jr
SHEET 1 OF 2
PROP 27" SS
ALIGNMENT 'A'
CALLED: 1,612..42 ACRES
WILLIAM M. BROWN FAMILY
RANCHING OPERATIONS, L.P.
VOL. 1802, PG. 557,
D.R.P.C.T.
PROP 24" SS
ALIGNMENT 'A'
PROP 27" SS
ALIGNMENT 'A'
CALLED: 884.1 ACRES
WALSH RANCHES
LIMITED PARTNERSHIP
VOL. 237, PG. 562 &
VOL. 1699, PG. 1765,
D.R.P.C.T.
EXHIBIT "B"
SEWER IMPROVEMENTS
CALLED: 65.350 ACRES
WILLIAM FREDERIC BONNELLJR
VOL. 1621, PG. 826,
O.P.R.P.C.T.
EX. 21"SS (X-23222)
LEGEND
CONNECT TO
EX. SSMH
EX. 30" SS
(X-NOT KNOWN)
17.9% DEVELOPER'S COST
8", 10", 12", 21", 24" AND 27" SEWER
LINES AND ASSOCIATED
APPURTENANCES
OWNED/DEVELOPED BY:
FG ALEDO DEVELOPMENT, LLC
CONTACT: KIM GILL
3045 LACKLAND ROAD FORT WORTH, TX 76116
PHONE: (817) 925-9297
SANITARY SEWER IMPROVEMENTS TO SERVE
MORNINGSTAR NORTH DEVELOPMENT
CPN 105677
PREPARED BY:
BURGESS & NIPLE
TBPELS FIRM REGISTRATION NO. 10834
9900 HILLWOOD PKWY., SUITE 130
FORT WORTH, TEXAS 76177
PHONE: (817) 306-1444
SCALE: 1" = 1000'
CALLED: 350.42 ACRES
350 LYONS LAND INVESTMENTS, LLC
P.C.C.I.No. 202112419
O.P.R.P.C.T.
MORNINGSTAR NORTH
DEVELOPMENT
NOT EXISTING
INFRASTRUCTURE.
MORNINGSTAR
NORTH - PHASE 2E
NOT EXISTING
INFRASTRUCTURE.
FUTURE OFFSITE
DEVELOPMENT
PROP 21" SS
ALIGNMENT 'A'
FUTURE DEVELOPMENT
FG ALEDO
DEVELOPMENT, LLC
CC DOC NO 201410308
IPRC NO. 25-0004
CITY PROJECT NO. 105677
FID NO. 30114-0200431-105677-E07685
X-28264
/
SHEET 2 OF 2
NOT EXISTING
INFRASTRUCTURE.
MORNINGSTAR
NORTH - PHASE 3E
/
PROP 10"SS
ALIGNMENT'C'
CALLED: 884.1 ACR
WALSH RANCHES
LIMITED PARTNERSHIP
VOL. 237, PG. 562 &
VOL. 1699, PG. 1765,
D.R.P.C.T.
PROP 8" SS
ALIGNMENT'B'
PROP12"SS
ALIGNMENT 'B'
PROP 21" SS
ALIGNMENT 'A'
PROP 24" SS
ALIGNMENT 'A'
/
CALLED: 884.1 ACRES
WALSH RANCHES
LIMITED PARTNERSHIP
VOL. 237, PG. 562 &
VOL. 1699, PG. 1765,
D.R.P.C.T.
FUTURE WESTPOINT BLVD. ‘\\
EXHIBIT "B"
SEWER IMPROVEMENTS
LEGEND
}a
(uJJ
az�
NZOui
.
Q
o Ill c‘f
.Oro
O�o
w 2 z •
,
Q J U
z
17.9% DEVELOPER'S COST
8", 10", 12", 21", 24" AND 27" SEWER
LINES AND ASSOCIATED
APPURTENANCES
OWNED/DEVELOPED BY:
FG ALEDO DEVELOPMENT, LLC
CONTACT: KIM GILL
3045 LACKLAND ROAD FORT WORTH, TX 76116
PHONE: (817) 925-9297
SANITARY SEWER IMPROVEMENTS TO SERVE
MORNINGSTAR NORTH DEVELOPMENT
CPN 105677
PREPARED BY:
BURGESS & NIPLE
TBPELS FIRM REGISTRATION NO. 10834
9900 HILLWOOD PKWY., SUITE 130
FORT WORTH, TEXAS 76177
PHONE: (817) 306-1444
00 41 00
BID FORM
Page 1 of 3
SECTION 00 41 00
BID FORM
TO: The Purchasing Manager
c/o: The Purchasing Division
200 Texas Street
City of Fort Worth, Texas 76102
FOR: Offiste Sanitary Sewer to serve the Morningstar North Development
City Project No.: 105677
Units/Sections: Unit 1 Sanitary Sewer Improvements
1. Enter Into Agreement
The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement with City in the form
included in the Bidding Documents to perform and furnish all Work as specified or indicated in the Contract Documents
for the Bid Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions
of the Contract Documents.
2. BIDDER Acknowledgements and Certification
2.1. In submitting this Bid, Bidder accepts all of the terms and conditions of the INVITATION TO BIDDERS and
INSTRUCTIONS TO BIDDERS, including without limitation those dealing with the disposition of Bid Bond.
2.2. Bidder is aware of all costs to provide the required insurance, will do so pending contract award, and will
provide a valid insurance certificate meeting all requirements within 14 days of notification of award.
2.3. Bidder certifies that this Bid is genuine and not made in the interest of or on behalf of any undisclosed
individual or entity and is not submitted in conformity with any collusive agreement or rules of any group,
association, organization, or corporation.
2.4. Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid.
2.5. Bidder has not solicited or induced any individual or entity to refrain from bidding.
2.6. Bidder has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the Contract.
For the purposes of this Paragraph:
a. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to
influence the action of a public official in the bidding process.
b. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the
bidding process to the detriment of City (b) to establish Bid prices at artificial non-competitive
levels, or (c) to deprive City of the benefits of free and open competition.
c. "collusive practice" means a scheme or arrangement between two or more Bidders, with or without
the knowledge of City, a purpose of which is to establish Bid prices at artificial, non-competitive
levels.
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised 9/30/2021
MORNINGSTAR NORTH OFFSITE SEWER
CITY PROJ. NUM. 105677
00 41 00
BID FORM
Page 2 of 3
d. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their
property to influence their participation in the bidding process or affect the execution of the
Contract.
3. Prequalification
The Bidder acknowledges that the following work types must be performed only by prequalified contractors and
subcontractors:
a. Augur Boring - Greater than 24-inch diameter casing and greater
b. CCTV, 42-inches and smaller
c. Sewer Interceptors, Development, 42-inches and smaller
d. -
e. -
f. -
g. -
h. -
4. Time of Completion
4.1. The Work will be complete for Final Acceptance within 195 days after the date when the
the Contract Time commences to run as provided in Paragraph 2.03 of the General Conditions.
4.2. Bidder accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete
the Work {and/or achievement of Milestones} within the times specified in the Agreement.
5. Attached to this Bid
The following documents are attached to and made a part of this Bid:
a. This Bid Form, Section 00 41 00
b. Required Bid Bond, Section 00 43 13 issued by a surety meeting the requirements of Paragraph
5.01 of the General Conditions.
c. Proposal Form, Section 00 42 43
d. Vendor Compliance to State Law Non Resident Bidder, Section 00 43 37
e. MWBE Forms (optional at time of bid)
f. Prequalification Statement, Section 00 45 12
g. Conflict of Interest Affidavit, Section 00 35 13
*If necessary, CIQ or CIS forms are to be provided directly to City Secretary
h. Any additional documents that may be required by Section 12 of the Instructions to Bidders
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised 9/30/2021
MORNINGSTAR NORTH OFFSITE SEWER
CITY PROJ. NUM. 105677
SECTION 00 42 43
PROPOSAL FORM
UNIT PRICE BID
00 42 43
BID PROPOSAL
Page 1 of 1
Bidder's Application
Project Item Information
Bidder's Proposal
Unit 1 - Sanitary Sewer Improvements
Bidlist Item
No.
Description
Specification
Section No.
Unit of
Measure
Bid
Quantity
Unit Price
Bid Value
1
0171.0101 Construction Staking
01 71 23
LS
1
$140,000.00
$140,000.00
2
0171.0102 As -Built Survey
01 71 23
LS
1
$13 000.00
$13 000.0.0
3
0241.0500 Remove Fence
02 41 13
LF
320
$8.00
$2,560.00
4
3291.0100 Topsoil
32 91 19
CY
5490
$15.00
$82,350.00
5
3292.0200 Seeding, Broadcast
32 92 13
SY
49406
$4.00
$197,624.00
6
3471.0001 Traffic Control
34 71 13
MO
12
$5,500.00
$66,000.00
7
3125.0101 SWPPP > 1 acre
31 25 00
LS
1
$62,000.00
$62,000.00
8
3331.4115 8" Sewer Pipe
33 31 20
LF
2685
$102.00
$273,870.00
9
3331.4201 10" Sewer Pipe
33 31 20
LF
110
$145.00
$15,950.00
10
3331.4205 10" DIP Sewer
33 11 10
LF
174
$187.00
$32,538.00
11
3331.4208 12" Sewer Pipe
33 3120
LF
1498
$138.00
$206,724.00
12
3331.4212 12" DIP Sewer
33 11 10
LF
190
$212.00
$40,280.00
13
3331.4314 21" PVC ASTM F1803 Sewer Pipe
33 31 21
LP
4371
$217.00
$948,507.00
14
3331.4321 24" DIP Sewer
33 11 10
LF
568
$373.00
$211 864 00
15
3331.4327 24" PVC ASTM F1803 Sewer Pipe
33 31 21
LF
5571
$222.00
$1,236,762.00
16
3331 4328 24" PVC ASTM F1803 Sewer Pipe, CSS Backfill
33 31 21
LF
20
$267.00
$5 340.00
17
3331.4336 27" PVC ASTM F1803 Sewer Pipe
33 31 21
LF
4065
$332.00
$1,349,580.00
18
3331.4337 27" PVC ASTM F1803 Sewer Pipe, CSS Backfill
33 31 21
LF
20
$310.00
$6,200.00
19
3331 4405 30" DIP Sewer
33 11 10
LF
186
$510.00
$94,860.00
20
3305.1103 20" Casing By Other Than Open Cut
33 05 22
LF
365
$795.00
$290,175.00
21
3305.1107 42" Casing By Other Than Open Cut
33 05 22
LF
568
$1,565.00
$888,920.00
22
3305.1108 48" Casing By Other Than Open Cut
33 05 22
LF
186
$1,815.00
$337,590.00
23
3301.0002 Post -CCTV Inspection
33 01 31
LF
19458
$6.00
$116,748.00
24
3339.1001 4' Manhole
33 39 20
EA
25
$7,400.00
$185,000.00
25
9999.0001 4' Manhole with Vent
99 99 00
EA
2
$17,000.00
$34 000.00
26
3339.1101 5' Manhole
33 39 20
EA
21
$11,000.00
$231,000.00
27
9999.0002 5' Manhole with Vent
99 99 00
EA
10
$22,000.00
$220,000.00
28
3339.1102 5' Drop Manhole
33 39 20
EA
1
$25,000.00
$25,000.00
29
3110.0102 6"-12" Tree Removal
31 10 00
EA
243
$900.00
$218,700.00
30
3110.0103 12"-18" Tree Removal
31 10 00
EA
23
$2,220.00
$51,060.00
31
3110.0104 18"-24" Tree Removal
31 10 00
EA
4
$2,720.00
$10,880.00
32
3110.0105 24" and Larger Tree Removal
31 10 00
EA
3
$3,580.00
$10,740.00
33
9999.0003 Wager USA 2050 - 200 Series- Inflow Preventer
99 99 00
EA
5
$51 000.00
$255,000.00
34
9999.0004 Wager USA 2050 - 450 Series- Inflow Preventer
99 99 00
EA
5
$60,000.00
$300,000.00
35
3305.0112 Concrete Collar for Manhole
33 05 17
EA
59
$600.00
$35,400.00
36
3305.0113 Trench Water Stops
33 05 15
EA
2
$2,300.00
$4,600.00
37
3339.1003 4' Extra Depth Manhole
33 39 20
VF
254
$430.00
$109,220.00
38
3339.1103 5' Extra Depth Manhole
33 39 20
VF
424
$610.00
$258,640.00
39
3339.0001 Epoxy Manhole Liner
33 39 60
VF
1026
$565.00
$579,690.00
40
3301.0101 Manhole Vacuum Testing
33 01 30
EA
59
$325.00
$19,175.00
41
3231.0221 Barbed Wire Fence, Wood Posts
32 31 26
LF
320
$18.00
$5,760.00
42
3305.0110 Utility Markers
33 05 26
LS
5
$100.00
$500.00
43
3305.0109 Trench Safety
33 05 10
LF
18340
$3.00
$55,020.00
Total Bid
$9,228,827.00
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised 9/30/2021
MORNINGSTAR NORTI I OFFSITE SEWER
CITY PROD. NUM. 105677
00 41 00
BID FORM
Page 3 of 3
6. Total Bid Amount
6.1. Bidder will complete the Work in accordance with the Contract Documents for the following bid amount. In the
space provided below, please enter the total bid amount for this project. Only this figure will be read publicly
by the City at the bid opening.
6.2. It is understood and agreed by the Bidder in signing this proposal that the total bid amount entered below is
subject to verification and/or modification by multiplying the unit bid prices for each pay item by the respective
estimated quantities shown in this proposal and then totaling all of the extended amounts.
6.3.
Total Bid
7. Bid Submittal
This Bid is submitted on -July 31. a0a5 by the entity named below.
Respectfull
By:
(Signature)
gaAP C.arceff
(Printed Name)
Title: Freiiipeivr
Company: AcAoi,Seihral
Address: 35( 14, 50,4,I a Blvd
54414Afix.1bogi
State
Email:
Phone:
of Incorporation: fix.
braxi.a.d;a4X.com
$I7- Sop- Ray$
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised 9/30/2021
$0.00
Receipt is acknowledged of the
following Addenda:
Initial
Addendum No. 1:
Addendum No. 2:
Addendum No. 3:
Addendum No. 4:
Corporate Seal:
MORNINGSTAR NORTH OFFSITE SEWER
CITY PROJ. NUM. 105677
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/30/25 M&C FILE NUMBER: M&C 25-0945
LOG NAME: 60MORNINGSTAR NORTH OFFSITE SEWER
SUBJECT
(CD 3) Authorize Execution of a Community Facilities Agreement with FG Aledo Development, LLC, with City Participation in an Amount Up to
$8,226,491.34 for Oversizing Approximately 18,000 Linear Feet of Sewer Mains to Various Pipe Sizes for Anticipated Future Growth in West
Fort Worth, and Adopt Appropriation Ordinance to Effect a Portion of Water's Contribution to the Fiscal Years 2025-2029 Capital Improvement
Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a Community Facilities Agreement with FG Aledo Development, LLC, with City participation in an amount up to
$8,226,491.34, for oversizing approximately 18,000 linear feet of sewer mains to various pipe sizes for anticipated future growth located in
west Fort Worth; and
2. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the Water & Sewer Rev Bonds Series 2023
Fund by decreasing estimated receipts and appropriations in the Commercial Paper project (City Project No. UCMLPR) in the amount of
$9,363,022.00 and increasing estimated receipts and appropriations in the CFA Bucket Programmable project (City Project No. P00001)
by the same amount for the purpose of funding the Community Facilities Agreement — CFA Morningstar N Offsite sew project (City Project
No.105677) and to effect a portion of Water's contribution to the Fiscal Years 2025-2029 Capital Improvements Program.
DISCUSSION:
FG Aledo Development LLC (Developer) is constructing the Morningstar North Offsite Sewer development project located north of Old
Weatherford Road and east of Farm -to -Market (FM) 3325. The Water Department is requesting to oversize approximately 18,000 linear feet of
various pipe sizes for anticipated future growth in the area. The construction costs for the sewer mains are estimated to be allocated at 17.9% for
the Developer and 82.1% for the City for an estimated cost to the City of $7,576,866.97. The Morningstar North Offsite sewer project is assigned
City Project No. 105677 and Accela System Record IPRC25-0004.
This project has been publicly bid. The City's cost participation in the oversizing of the sewer mains is estimated to be up to $8,226,491.34, as
shown in the table below. Payments to the Developer are estimated to be $7,576,866.97 for construction costs, $151,537.34 for material testing
costs, $9,404.02 for public bid advertisement costs, and $405,234.93 for design costs. The City's cost participation also includes $83,448.08 to
cover the City's portion of construction inspection service fees and administrative material testing fees. An additional $1,136,530.05 in
contingency funds will cover the City's portion of any change orders.
The following table shows the cost -sharing breakdown for the project between all parties:
Sewer
Improvements
Developer
Cost (17.9%)
City Cost
(82.1%)
Total Cost
A. Sewer
$1,651,960.03
$7,576,866.97
$9,228,827.00
Contingency 15%
$0.00
$1,136,530.05
$1,136,530.05
Construction Fees:
B. Construction
Inspection Fee
$14,740.65
$67,609.35
$82,350.00
C. Admin Material
Testing Fee
$3,453.27
$15,838.73
$19,292.00
D. Material Testing
Cost Contingency
$0.00
$151,537.34
$151,537.34
1. Design Costs
$88,352.07
$405,234.93
$493,587.00
2. Public Bid
Advertisement
$2,050.33
$9,404.02
$11,454.35
Total Project Cost
$1,760,556.35
$9,363,021.39
$11,123,577.74
The reimbursement of the City participation, excluding inspection and material testing fees,is not a lump -sum amount and may be less than the
stated amount depending upon the actual quantities and unit prices from the notice of Final Completion package, commonly referred to as the
Green Sheet package.
It is the practice of the Water Department to appropriate its Capital Improvement Program (CIP) plan throughout the Fiscal Year, instead of within
the annual budget ordinance, as projects commence, additional funding needs identified, and to comply with bond covenants.
Funding is available in the Commercial Paper project within the Water & Sewer Revenue Bonds Series 2023 Fund for the purpose of funding the
CFA-Morningstar N Offsite sew project.
Funding for the Community Facility Agreement (CFA) -Morningstar N Offsite project is depicted in the table below:
Fund
Existing
Appropriations
Additional
Appropriations
Project Total
W&S Rev Bonds Series 2023-Fund 56021
0.00
$9,363,022.00
$9,363,022.00
Project Total
0.00
$9,363,022.00
$9,363,022.00
This project is in COUNCIL DISTRICT 3.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Commercial Paper project within the W&S Rev Bonds Series 2023 Fund
and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in W&S Rev
Bonds Series 2023 Fund for the CFA-Morningstar N Offsite sew project to support the approval of the above recommendations and execution of
the agreement. Prior to an expenditure being incurred, the Water Department has the responsibility of verifying the availability of funds.
Submitted for City Manager's Office by: Jesica McEachern 5804
Originating Business Unit Head: Chris Harder 6344
Additional Information Contact: Tamara Fisher 7856
Emami Saleh, Arash 2373
Expedited
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement"), is made and entered into by and
between FG Aledo Development, LLC ("Developer"), the City of Fort Worth, a Texas home -rule
municipal corporation ("Fort Worth") and PlainsCapital Bank, a Texas state bank ("Escrow
Agent") is to witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Morningstar North Offsite Sewer, CFA Number 25-0011, City Project Number
105677, IPRC Number 25-0004 (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 Two Million Sixty -Four Thousand Nine
Hundred Fifty Dollars and Four Cents ($2,064,950.04), which sum represents one hundred
twenty-five percent (125%) of the estimated Developer's cost of constructing the CFA
Obligations (the "Estimated Developer's Cost").
"Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance
designed to secure the repayment of indebtedness or the satisfaction of any other obligation
to a third party not a party of this Agreement.
SECTION 2. SECURITY FUNDS.
As financial security for the full and punctual performance of the CFA Obligations,
Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth
a security interest in the Security Funds and all rights and privileges pertaining thereto with the
exception of the interest income to be derived therefrom (which interest income shall remain the
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 1 of 8
Revised 11.16.2022 DH
property of Developer and shall be distributed by Escrow Agent in accordance with Developer's
periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set
forth. The security interest granted and the assignments made hereunder are made as security only
and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect
or modify, any obligation of Developer with respect to the CFA Obligations or any transaction
involving or giving rise therefrom.
SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS.
Concurrently with the execution of this Agreement, Developer shall have delivered to and
deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow
Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent
for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent.
Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds
remaining in its possession to Developer (or take such other action as Developer may request or
direct) immediately after receipt of written notice from Fort Worth that the CFA Obligations have
been fully performed. During such time as Escrow Agent has possession of the Security Funds,
Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written
acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security
Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's
notwithstanding any terms or understandings (written or otherwise) between Developer and
Escrow Agent.
SECTION 4. COVENANTS.
(a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will:
(i) from time to time execute and deliver to Fort Worth all such assignments,
certificates, supplemental writings, and other items and do all other acts or
things as Fort Worth may reasonably request in order to evidence and perfect
the security interest of Fort Worth in the Security Funds;
(ii) furnish Fort Worth with information which Fort Worth may reasonably request
concerning the Security Funds;
(iii) notify Fort Worth of any claim, action, or proceeding affecting title to the
Security Funds or Fort Worth's security interest(s) therein; and
(iv) adjust the Security Funds to an amount equal to the actual contract price,
including revisions thereto, if the original Security Funds were based on an
engineer's estimate of costs.
(b) Negative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will not:
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 2 of 8
Revised 11.16.2022 DH
(i) assign or transfer any rights of Developer in the Security Funds; or
(ii) create any Lien in the Security Funds, or any part thereof, or permit the same to
be or become subject to any Lien except the security interest herein created in
favor of Fort Worth.
SECTION 5. EVENTS OF DEFAULT.
Developer shall be in default under this Agreement only upon the happening of any of the
following events (a "Default"):
(a) default in the timely payment for or performance of the CFA Obligations after written
notice thereof has been given to Developer and Escrow Agent and such default is not
cured within seven (7) days after such notice;
(b) any affirmative or negative covenant is breached by Developer.
SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upon the occurrence of a Default, Fort Worth shall have the right to direct
Escrow Agent to transfer to Fort Worth all of the Security Funds. Escrow Agent is
hereby authorized to transfer the Security Funds immediately upon the receipt of a
written statement purporting to be executed by an authorized representative of Fort
Worth stating that:
(i) a Default by Developer has occurred related to the CFA Obligations;
(ii) written notice of such Default has been given by Fort Worth to Developer and
Escrow Agent and such Default was not cured within seven (7) days after
delivery of such notice; and
(iii) Fort Worth is entitled to have the Security Funds transferred in accordance with
the Agreement.
(b) Notices. Any notice required or permitted to be given to any party hereto shall be given
in writing, shall be personally delivered or mailed by prepaid certified or registered
mail to such party at the address set forth below, and shall be effective when actually
received.
To Developer:
FG ALEDO DEVELOPMENT, LLC
3045 Lackland Road
Fort Worth, Texas 76116
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 3 of 8
Revised 11.16.2022 DH
To: Escrow Agent:
PlainsCapital Bank
Attn: Dakota Rawls
3707 Camp Bowie Blvd.
Fort Worth, Texas 76107
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
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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 4 of 8
Revised 11.16.2022 DH
(c) Said Substituted Collateral shall be of sufficient amount(s) to cover all work which has
occurred prior to the substitution of collateral provided for in this Section.
Upon satisfaction of the above -specified conditions, Escrow Agent shall be authorized
(without the further consent of Fort Worth) to return to Developer the original Security Funds in
Escrow Agent's possession that represent or evidence the Released Collateral or take such other
action with respect to the Released Collateral as Developer may request or direct. Developer shall
pay the expenses incurred by Escrow Agent In connection with obtaining each such release and
substitution.
SECTION 9 REDUCTIONS IN SECURITY FUNDS.
(a) Notwithstanding any contrary provision in this Agreement, Developer shall have
the right to reductions in the Security Funds (hereinafter called a "Reduction in the Security
Funds"), in accordance with this Section 9.
(b) Every thirty (30) days, Developer may request a reduction in the Security Funds in
accordance with Section 9-310.1 of the CFA Ordinance.
(c) Developer shall provide the City of Fort Worth and Escrow Agent with written
notice (the "Withdrawal Notice") that Developer desires to obtain a Reduction in the
Security Funds in any amount less than or equal to the then -completed CFA Obligations
as inspected or accepted by Fort Worth.
(d) A Reduction in the Security Funds may only be made after:
i. Fort Worth 's inspectors have verified the amount of the Community
Facilities that have been constructed in accordance with the engineering plans; and
ii. Fort Worth has received an affidavit and release of lien executed by the
contractor indicating that the contractor has been paid by Developer and the
contractor has paid all subcontractors and material suppliers for the Community
Facilities that have been constructed pursuant to the CFA.
(e) After Fort Worth has confirmed the amount of the Community Facilities that have
been constructed in accordance with the engineering plans and Fort Worth has received an
affidavit and release of lien from the contractor for the Community Facilities that have
been constructed, then the Security Funds may be reduced to an amount that is no less than
one hundred twenty-five percent (125%) of the value of the Community Facilities that are
remaining to be constructed.
SECTION 10. NON -ASSIGNABILITY OF FORT WORTH'S RIGHTS.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 5 of 8
Revised 11.16.2022 DH
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
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
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 6 of 8
Revised 11.16.2022 DH
OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO ANY ACTIONS OR
INACTION BY FORT WORTH WITH RESPECT TO THIS AGREEMENT.
SECTION 16. PAYMENT OF ESCROW FEES
Developer will be responsible for the payment of all fees to Escrow Agent associated with
this Agreement.
ACCORDINGLY, the City of Fort Worth, Developer and Escrow Agent have each caused
this instrument to be executed in each entity's respective name by its duly authorized signatories
effective as of the date executed by the City Manager or his/her designee.
CITY OF FORT WORTH DEVELOPER
FG ALEDO DEVELOPMENT, LLC
Jesica McEachern
Assistant City Manager
Date: 10/15/2025
Approved at to Form & Legality:
uJd6
Jessika Williams
Assistant City Attorney
M&C No. N/A
Form 1295: N/A
ATTEST:
Jannette Goodall
City Secretary
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 7 of 8
By: KTFW INVESTMENTS, INC.,
A Texas corporation, its manager
4,04
Kim Gill(Oct 13, 10:40:57 CDT)
Name: Kimberly Gill
Title: President
10/13/2025
Date:
ESCROW AGENT
PLAINSCAPITAL BANK, a Texas state
bank
Z24,6,1a, ,e
Name: Dakota Rawls
Title: Vice President
Date:
10/14/2025
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.
Kandice Merrick
Development Manager
Revised 11.16.2022 DH
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ATTACHMENT "1"
Changes to Standard Agreement
None
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 8 of 8
Revised 11.16.2022 DH
Contractor's Name:
FORT WORTH,,
City Secretary's Office
Contract Routing & Transmittal Slip
Subject of the Agreement: CFA with City Participation
M&C Approved by the Council? * Yes 8 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 0 No N
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes 8 No 0
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes 0 No 8 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes N No ❑
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable. 105677
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes N No 0
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.