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HomeMy WebLinkAbout064365 - Construction-Related - Contract - FG Aledo Development, LLC (3)City of Fort Worth, Texas Page 2 of 16 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: _______________________ STANDARD COMMUNITY FACILITIES AGREEMENT This COMMUNITY FACILITIES AGREEMENT is made and entered into by and between the City of Fort Worth -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and FG Aledo Development, LLC acting by and through its duly authorized representative. City and Developer are referred to 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 Water Improvement ( 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 ( 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 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. City of Fort Worth, Texas Page 3 of 16 Standard Community Facilities Agreement Rev. 9/21 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City 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 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, Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall City of Fort Worth, Texas Page 4 of 16 Standard Community Facilities Agreement Rev. 9/21 not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 6. Completion Deadline; Extension Periods Developer shall complete construction of the Improvements and within two (2) years of the Effective Date 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 . 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 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) 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 G 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) CFA Ordinance, this Agreement, the Financial Guarantee, agreements with contractors, or other related agreements. 8. Termination 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 at preconstruction meetings. City of Fort Worth, Texas Page 5 of 16 Standard Community Facilities Agreement Rev. 9/21 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b)Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer 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. 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 Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d)Developer will require 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 insurance provider, which shall be made a part of the Project Manual. (e) Developer will require contractors to give forty-eight (48) hours advance notice of their intent to commence construction of the Improvements Division so that City inspection personnel will be available contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City 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 a notice to proceed to construction is issued by the City. (g)Developer will not service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any City of Fort Worth, Texas Page 6 of 16 Standard Community Facilities Agreement Rev. 9/21 costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights-of-Way Developer agrees to provide, at its expense, all necessary rights-of-way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a)DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b)THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR 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. City of Fort Worth, Texas Page 7 of 16 Standard Community Facilities Agreement Rev. 9/21 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third-party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the construction of the Improvements, the City will reconcile the actual cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer must pay the difference to the City before the Improvements will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by the Developer, the City will refund the difference to the Developer. If the difference between the actual costs and the estimated payments made bythe 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 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 of Fort Worth, Texas Page 8 of 16 Standard Community Facilities Agreement Rev. 9/21 CITY: DEVELOPER: Development Services FG Aledo Development, LLC Contract Management Office 3045 LACKLAND ROAD City of Fort Worth Fort Worth, Tx 76116 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 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 s 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 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 reasonable advance notice of intended audits. 18. Independent Contractor City of Fort Worth, Texas Page 9 of 16 Standard Community Facilities Agreement Rev. 9/21 It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co-employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non-Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent 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 City of Fort Worth, Texas Page 10 of 16 Standard Community Facilities Agreement Rev. 9/21 In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms and 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 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 2276 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, and redesignated from Chapter 2274 of the Texas Government Code by Acts 2023, 88th Leg., R.S., Ch. 768 (H.B. 4595), Sec. 24.001(22), 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 s ascribed to those terms by Chapter 2276 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2 and redesignated from Chapter 2274 of the Texas Government Code as described above. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that 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 City of Fort Worth, Texas Page 11 of 16 Standard Community Facilities Agreement Rev. 9/21 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 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 Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, 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 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. City of Fort Worth, Texas Page 12 of 16 Standard Community Facilities Agreement Rev. 9/21 Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 13 of 16 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Morningstar Water Improvement CFA No.: 25-0015 City Project No.: 105640 IPRC No.: 25-0005 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction 4,768,250.00$ 2. Sewer Construction -$ Water and Sewer Construction Total 4,768,250.00$ B. TPW Construction 1. Street -$ 2. Storm Drain -$ 3. Street Lights Installed by Developer -$ 4. Signals -$ TPW Construction Cost Total -$ Total Construction Cost (excluding the fees):4,768,250.00$ Estimated Construction Fees: C. Construction Inspection Service Fee $75,937.50 D. Administrative Material Testing Service Fee $8,268.00 E. Water Testing Lab Fee $1,620.00 Total Estimated Construction Fees:85,825.50$ Financial Guarantee Options, choose one Amount Choice (Mark one) Bond = 100%4,768,250.00$ Completion Agreement = 100% / Holds Plat 4,768,250.00$ Cash Escrow Water/Sanitary Sewer= 125%5,960,312.50$ Cash Escrow Paving/Storm Drain = 125%-$ Letter of Credit = 125% 5,960,312.50$ Escrow Pledge Agreement = 125% 5,960,312.50$ X City of Fort Worth, Texas Page 14 of 16 Standard Community Facilities Agreement Rev. 9/21 IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date Assistant City Manager. CITY OF FORT WORTH Jesica McEachern Assistant City Manager Date: __________________ Recommended by: Leonel Rios Sr. Contract Compliance Specialist Development Services Approved as to Form & Legality: Jessika Williams Assistant City Attorney M&C No. N/A Date: Form 1295: N/A ATTEST: Jannette S. Goodall City Secretary DEVELOPER FG Aledo Development, LLC A Texas limited liability company Kimberly Gill 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. Kandice Merrick Contract Manager City of Fort Worth, Texas Page 15 of 16 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment Attachment 1 - Changes to Standard Community Facilities Agreement Attachment 2 Phased CFA Provisions Attachment 3 Concurrent CFA Provisions Location Map Exhibit A: Water Improvements Exhibit 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 Page 16 of 16 Standard Community Facilities Agreement Rev. 9/21 Changes to Standard Community Facilities Agreement City Project No. 105640 None COUNCIL DISTRICT: 3 AND ETJ WALSH RANCHES LIMITED PARTNERSHIP 0 0041 00 DAP BID FORMi FOR PUBLICLY BID PROJECTS ONLY Page 1 of 3 SECTION 00 4100 DAP BID FORM FOR PUBLICLY BID PROJECTS ONLY TO: F.G. Aledo Development, LLC on behalf of the Morningstar MUD 3045 Lackland Road Fort Worth, TX 76116 FOR: Morningstar North Offsite Water Improvements City Project No.: 105640 1. Enter Into Agreement The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement with Developer 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 in the construction contract. 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 anything 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 Developer (b) to establish Bid prices at artificial non-competitive levels, or (c) to deprive Developer of the benefits of free and open competition. CITY OF FORT WORTH STANDARD CONSTRUCTION BID FORM — DEVELOPER AWARDED PROJECTS 00 4100 Bid Form — DAP.docx Form Revised April 2, 2014 00 41 00 DAP BID FORM FOR PUBLICLY BID PROJECTS ONLY Page 2 of 3 c. "collusive practice" means a scheme or arrangement between two or more Bidders, with or without the knowledge of Developer, a purpose of which is to establish Bid prices at artificial, non-competitive levels. 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. Water Transmission, Development, 24-inches and smaller b. Augur Boring - Greater than 24-inch diameter casing and greater c. Cathodic Protection 4. Time of Completion 4.1. The Work will be complete for Final Acceptance within 180 working days after the date when the Contract Time commences to run as provided in the General Conditions. 4.2. Bidder accepts the provisions of the Agreement to liquidated damages, if applicable, 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. Bid Bond (if required), Section 00 43 13 issued by a surety meeting the requirements of the General Conditions. c. Proposal Form, Section 00 42 43 d. MBE Forms (if required) e. Prequalification Statement, Section 00 45 12 f. Any additional documents that may be required by Section 12 of the Instructions to Bidders g. Bidder pre -qualification application (optional) 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. -C. 3. EXuluat.+er�. Bi64tem, , �, ....furil:caU , .1..- d-1 �r U. V 1. ivi VY 1JV V V t Total Base Bid CITY OF FORT WORTH STANDARD CONSTRUCTION BID FORM — DEVELOPER AWARDED PROJECTS Form Revised April 2, 2014 $4,768,250.00 00 4100 Bid Form — DAP.docx TOTAL BID 7. Bid Submittal 00 41 00 DAP BID FORiii FOR PUBLICLY BID PROJECTS ONLY Page 3 of 3 $4,768,250.00 This Bid is submitted on September 26'I', 2025, by the entity named below Respectfully submitted, Receipt is acknowledged of the By: �? following Addenda: (Signature) Dustin Whitman (Printed Name) Title: CEO Company: Acadia Services, LLC Address: 351 W Southlake BLVD Southlake, TX 76092 State of Incorporation: Texas Email: Dustin@acadiatx.com Phone: 817-500-9048 Addendum No. 1 Addendum No. 2 Addendum No. 3 Addendum No. 4 END OF SECTION Initial M.- CITY OF FORT WORTH STANDARD CONSTRUCTION BID FORM — DEVELOPER AWARDED PROJECTS 00 4100 Bid Form — DAP.docx Form Revised April 2, 2014 City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH Page 1 of 9 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the ), is made and entered into by and between FG Aledo Development, LLC (Developer ), the City of Fort Worth, a Texas home-rule 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 Water Improvement, CFA Number 25-0015, City Project Number 105640, IPRC Number 25-0005 CFA 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 all requirements, terms, and conditions of the CFA ; 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 Five Million Nine Hundred Sixty Thousand Three Hundred Twelve and 50/100 Dollars ($5,960,312.50), which sum represents one hundred twenty-five percent (125%) constructing the CFA Obligations (the ). Lien 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 Revised 11.16.2022 DH Page 2 of 9 property of Developer and shall be distributed by Escrow Agent 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. shall be 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 (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 . (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 Revised 11.16.2022 DH Page 3 of 9 (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 (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, Tx 76116 City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH Page 4 of 9 To: Escrow Agent: PlainsCapital Bank 3707 Camp Bowie Blvd. Fort Worth, TX 76107 Dakota.rawls@plainscapital.com 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 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 (a) Developer shall provide Fort Worth and Escrow Agent 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 City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH Page 5 of 9 Substituted Collateral shall in the aggregate be at least equal to the (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 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 (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 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 . City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 11.01.2022 DH Revised 11.16.2022 DH Page 6 of 9 The rights, powers, and interests held by Fort Worth hereunder in and to the Security Funds may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds. SECTION 11. NO WAIVER. No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other subsequent Default. No delay or omission by Fort Worth in exercising any right or power hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof. SECTION 12. BINDING EFFECT. This Agreement shall be binding on the parties, their successors and assigns. No provision of this Agreement may be amended, waived, or modified except pursuant to a written instrument executed by Fort Worth, Escrow Agent and Developer. SECTION 13. CHOICE OF LAW; VENUE This Agreement is to be construed and interpreted in accordance with the laws of the State of Texas. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. SECTION 14. COUNTERPARTS. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together shall constitute one and the same agreement. SECTION 15. INDEMNITY. DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY ESCROW AGENT (AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY 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 Revised 11.16.2022 DH Page 7 of 9 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 9 ACCORDINGLY, the City of Fort Worth, Developer and Escrow Agent have each caused effective as of the date executed by the City Manager or his/her designee. CITY OF FORT WORTH Jesica McEachern Assistant City Manager Date: Approved at to Form & Legality: Jessika Williams Assistant City Attorney Date: ATTEST: Jannette Goodall City Secretary DEVELOPER FG Aledo Development, LLC A Texas limited liability company Kimberly Gill President Date: _________________ ESCROW AGENT PlainsCapital Bank Dakota Rawls 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. Kandice Merrick Contract Compliance 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 9 Changes to Standard Agreement City Secretary’s Office Contract Routing & Transmittal Slip *Indicates the information is required and if the information is not provided, the contract will be returned to the department. Contractor’s Name: Subject of the Agreement: M&C Approved by the Council? *Yes No If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes No If so, provide the original contract number and the amendment number. Is the Contract “Permanent”? *Yes No If unsure, see back page for permanent contract listing. Is this entire contract Confidential?*Yes No 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 No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number:If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes No Contracts need to be routed for CSO processing in the following order: (Approver) Jannette S. Goodall (Signer) Allison Tidwell (Form Filler) City of Fort Worth, Texas Page 1 of 16 Standard Community Facilities Agreement Rev. 9/21 Received Date: _______________ Received Time: _______________ Developer and Project Information Cover Sheet: Developer Company Name: FG Aledo Development, LLC Address, State, Zip Code: 3045 LACKLAND ROAD, Fort Worth, Tx 76116 Phone & Email: 817-562-3350 | KGILL@SABLEHOLDINGS.COM Authorized Signatory, Title: KIMBERLY GILL, PRESIDENT Project Name: Morningstar Water Improvement Brief Description: Water Project Location: MAPSCO 711-T,U, &Y, 761-C&D Plat Case Number: FP-24-067 Plat Name: Morningstar North (42.231 Ac) Council District: 3/ETJ Phased or Concurrent Provisions: None CFA Number: 25-0015 City Project Number: 105640 | IPRC25-0005