HomeMy WebLinkAbout064812 - Construction-Related - Contract - CTMGT Alpha Ranch, LLCReceived Date: 03/02/2026
Received Time: 3:08 p.m.
Developer and Project Information Cover Sheet:
Developer Company Name: CTMGT Alpha Ranch, LLC
Address, State, Zip Code:
Phone & Email:
Authorized Signatory, Title
Project Name:
Brief Description:
Project Location:
Plat Case Number:
District:
CFA Number:
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
1800 Valley View, Suite 300, Farmers Branch, TX 75234
(281) 387-1633; aadkins@landmarkinterests.com
Mehrdad Moayedi, Manager
Alpha Ranch Roadways Master Infrastructure
Water, Drainage, Paving, and Street Lights Improvements
South of HWY 114, West of Sendera Ranch Blvd
FP-25-130
Plat Name:
Alpha Ranch Master Infrastructure Roadways
ETJ
Phased or
Concurrent
Provisions:
None
CityProjectNumber: 1i�5524 I iPRC24-0075
25-0184
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1 of 17
City Contract Number: 64812
STANDARD COMMUNITY FACILITIES AGREEMENT
This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by
and between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and CTMGT Alpha Ranch, LLC
("Developer"), a Texas limited liability company acting by and through its duly authorized representative.
Ciry 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 Alpha Ranch
Roadways Master Infrastructure ("Project"); and
WHEREAS, the Project is located within the Alpha Ranch Water Control and Improvement
District of Denton and Wise Counties, formerly the Alpha Ranch Fresh Water Supply District No. 1 of
Denton and Wise Counties ("District"); and
WHEREAS, the property is the subject of the following agreements: the Alpha Ranch
Development Agreement, City Secretary Contract No. 48650, as amended ("Development Agreement");
an Agreement for Construction of Sendera Ranch Boulevard, City Secretary Contract Number 48648, as
amended ("Sendera Ranch Blvd Agreement"); a Utility and Infrastructure Agreement, City Secretary
Contract Number 58579 ("Utility Agreement"); an Agreement Concerning Operation of Alpha Ranch Fresh
Water Supply District No. 1 of Denton and Wise Counties, as amended, City Secretary Contract Number
48647 ("Operation Agreement"); a Sewer Infrastructure Agreement, City Secretary Contract Number
48656 ("Sewer Agreement"); and a Water Infrastructure Agreement, City Secretary Contract Number
48654 ("Water Agreement"); 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 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
�FFICIAL RECORD
City of Fort Worth, Texas �`,�TY C�ECRETAR� Page 2 of 17
Standard Community Facilities Agreement
Rev. 9/21 FT. WORTH, TX
WHEREAS, the City is not participating in the cost of the Improvements or Project; and
WHEREAS, upon completion of construction of the water Improvements ("City Improvements")
the City will accept and maintain the Ciry Improvements; and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated
into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists between the terms and conditions
of this Agreement and the CFA Ordinance, the CFA Ordinance shall control.
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
❑X Exhibit B: Paving
0 Exhibit B-1: Storm Drain
0 Exhibit C-1: Street Lights & Signs
The Location Map and Cost Estimates are also attached hereto and incarparated herein by
reference. To the extent that Exhibits A, B, B-1, G1, 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
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Standard Community Facilities Agreement
Rev. 9/21
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 acknowledge the
completion of the construction of all the Improvements, or accept the City Improvements, until the City
receives affidavits and lien releases signed by Developer's contractors verifying that the contractors,
and all subcontractors and material suppliers, have been paid in full for constructing the Improvements,
and consent of the surety on payment and performance bonds provided for the Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of all of the Improvements in this Agreement and
payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements
("Financial Guarantee"), as required by the Development Agreement. Developer shall keep the
Financial Guarantee in full farce 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 acknowledgment of the construction of the Improvements, and City's acceptance of
the City 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 acknowledged by the City, and the City Improvements
accepted by the City.
(b) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements or to cause the payment of costs for construction of the
Improvements before the expiration of the Term, and any Extension Period, if the Developer
breaches this Agreement, becomes insolvent, or fails to pay costs of construction.
(c) The City may elect not to utilize the Developer's Financial Guarantee to cause the completion of
the construction of the Improvements or payment of the costs for construction, and may instead
enforce its rights under this Agreement through all available means at law and in equity.
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(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 prequaliiied, insured, licensed and bonded to
construct the Improvements in the City.
(c) Developer will require Developer's contractors to provide the City with payment and performance
bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent
(100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and
performance bonds shall guarantee construction of the Improvements and payment of all
subcontractors and material suppliers. Developer agrees to require Developer's contractors to
provide the City with a maintenance bond naming the City as an obligee, in the amount of one
hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in
materials and workmanship for the Improvements by the contractor and surety for a period of two
(2) years after completion and final acceptance of the Improvements by the City. All bonds must
be provided to the City before construction begins and must meet the requirements of the City's
Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code.
(d) Developer will require Developer's contractors to provide the City with insurance equal to or in
excess of the amounts required by the City's standard specifications and contract documents for
developer-awarded infrastructure construction contracts. The City must be named as an additional
insured on all insurance policies. The Developer must provide the City with a Certificate of
Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's
insurance provider, which shall be made a part of the Project Manual.
(e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice
of their intent to commence construction of the Improvements to the City's Construction Services
Division so that City inspection personnel will be available. Developer will require Developer's
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Standard Community Facilities Agreement
Rev. 9/21
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.
(� Developer will not allow Developer's contractors to begin construction of the Improvements until
a notice to proceed to construction is issued by the City.
(g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and
water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and
service lines have been completed to the satisfaction of the City.
10.
Utilities
Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project;
and (2) to construct the Improvements required herein. City shall not be responsible for payment of any
costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with
any of the Improvements to be constructed pursuant to this Agreement.
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
ANYCHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT
OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCLUDING DEATH,
OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE
CONSTR UCTION, 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
PROPERLYSAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL
OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS
CONTRACTORS, SUB-CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES,
WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CA USED, IN WHOLE
OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES.
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(c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM
AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY
NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON
ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY,
INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER
OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN
PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQIIIRE
ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY
FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR
CAIISED AS A RESULT OF SAID CONTRACTORS' FAILIIRE TO COMPLETE THE
WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE
MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE,
AND IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
Upon completion of all work associated with the construction of the water 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 contractars, 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; Inspection and Testing
Prior to execution of this Agreement, Developer has paid to the Ciry the estimated cost of
administrative material testing service fees, construction inspection service fees, and water testing lab fees
for the water Improvement in the amounts set forth in the Cost Summary section of this Agreement. Upon
completion of the construction of the water Improvement, 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 water
Improvement 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.
In accordance with the Development Agreement, City shall be responsible for inspecting the
construction of all water and sewer improvements. The District's engineer may observe the City's
inspections for the purpose of gathering the information required to complete and submit all TCEQ required
reports. The City's inspectors shall cooperate with the District to provide inspection report that satisfy
TCEQ requirements for issuance of bonds by the District.
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Inspection and testing of all other Improvements (other than water and sewer Improvements), shall
be performed by inspectars retain and paid for by the District, or the property owner on behalf of the
District, and approved by the City ("Third Party Inspectors"). The District or property owner shall submit
the names, addresses, and phone numbers of the Third Party Inspectors to the City as part of the submittal
of final construction plans. Construction of the Improvements shall not commence until the Third Party
Inspectors have been approved by the City, which approval shall not be unreasonably withheld or delayed.
The District or property owner shall require all Third Party Inspectors to provide copies of all inspection
and testing reports to the City Inspector within five (5) business days of the date of the inspection.
The City has the right to terminate any Third Party Inspector retained by the District or owner in
accordance with the foregoing paragraph if the inspector (a) fails to perform inspections and testing to
ensure construction in compliance with this Agreement and the Development Agreement; or (b) fails to
timely provide copies of inspection and testing reports to the City's Transportation and Public Works
Department, and does not correct any such deficiencies within ten (10) days after receipt of written notice
from the City. Upon terminate of any Third Party Inspector, the City at its option may: (a) allow the use of
another approved Third Party Inspector, ar(b) perform all necessary inspections and testing. Should the
City elect to perform inspections and testing pursuant to this subsection, the City shall perform such
inspections and testing in a timely manner and the District shall pay the City an inspection fee to reimburse
the City for its reasonable and necessary costs of performing the inspection, not exceeding the City's
generally applicable fee schedule.
The City shall have the right, but not the obligation to inspect and test the Improvements being
inspected by Third Party Inspectors at City sole cost and expense. City shall have the right to participate
in a final inspection of all Improvements. Developer shall require the contractor to notify the City Inspector
when Improvements are ready for a final inspection. Denton County shall inspect all flood control structures
and connections to Denton County Roads. The property owner shall deliver as-built drawings for all
Improvements to the City and County within thirty (30) days after fnal inspection.
15.
Water and Sewer Material Testing Fees and Reports
The City maintains a list of pre-approved material testing laboratories. For water and sewer
Improvements 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 water or
sewer 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 obtainproof from the material testing labaratories that
the material testing laboratories have been paid in full by the Developer before the City will accept any
water or sewer 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 sha11 be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY: DEVELOPER:
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Development Services
Contract Management Ofiice
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
With conies 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
CTMGT Alpha Ranch, LLC
1800 Valley View, Suite 300
Farmers Branch, TX 75234
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3) years after final payment under the contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further, that City shall have access during normal working hours to all of the contractor's facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to
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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, offcers, 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 autharized 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 ar 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
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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 mare 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
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 certiiies 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 iirearm entity ar
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
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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 wark
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Developer shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER,
DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Developer, shall have the right to immediately terminate this Agreement for violations of this
provision by Developer.
29.
Amendment
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
30.
Assignment and Successors
Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this
Agreement without the prior written consent of City. Any attempted assignment or subcontract without the
City's prior written approval shall be void and constitute a breach of this Agreement.
31.
No Third-Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
32.
Compliance with Laws, Ordinances, Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
33.
Signature Authority
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The person signing this Agreement on behalf of Developer warrants that he or she has the legal
authority to execute this Agreement on behalf of the Developer, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled
to rely on this warranty and representation in entering into this Agreement.
34.
Counterparts
This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but which together will constitute one instrument.
35.
Entire Agreement
This written instrument, together with any attachments, exhibits, and appendices, constitutes the
entire understanding between the City and Developer concerning the work to be performed hereunder, and
any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall
be void.
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City of Fort Worth, Texas Page 13 of 17
Standard Community Facilities Agreement
Rev. 9/21
36.
Cost Summary Sheet
Project Name: Alpha Ranch Roadways Master Infrastructure
CFA No.: 25-0184
Items
A. Water and Sewer Construction
1. Water Construction *
2. Sewer Construction
Water and Sewer Construction Total
City Project No.: 105524
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Stripping
TPW Construction Cost Total
Total Construction Cost (excluding the fees):
Estimated Construction Fees:
C. Construction Inspection Service Fee
D. Administrative Material Testing Service Fee
E. Water Testing Lab Fee
Total Estimated Construction Fees:
Financial Guarantee ( For Water Consfruction)
EscrowAqreement = 100%
�Note: Only Water Construction is required to be inspected by City
IPRC No.: 24-0075
Developer's Cost
$ 1,378,986.00
$ -
$ 1,378,986.00
$ 6,489,296.25
$ 5,443,585.00
$ 1,085,320.00
$ -
$ 13,018,201.25
$ 14,397,187.25
$25,312.50
$8,268.00
$2,193.75
$ 35,774.25
City of Fort Worth, Texas Page 14 of 17
Standard Community Facilities Agreement
Rev. 9/21
IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their
duly authorized signatories to be effective on the date executed by the City's Assistant City Manager.
CITY OF FORT WORTH
�-�
Jesica McEachern
Assistant City Manager
Date: 03/01 /2026
Recommended by:
' , -. �/
Dwayne Hollars
Sr. Contract Compliance Specialist
Development Services
Approved as to Form & Legality:
��� c���
Jessika Williams
Assistant City Attorney
M&C No.: N/A
Date: 02/25/2026
Form 1295: N/A
ATTEST:
c�x % �
�i�."
Jannette S. Goodall
City Secretary
anqn
poF FORt�°o
a�° o9•i°v
tio
pv� �=d
Pa� * p o o*�d
dda�°�°�E�A5�4q
DEVELOPER
CTMGT Alpha Ranch, LLC,
a Texas limited liability company
By: Centamtar Terras, L.L.C.,
Its Manager
By: CTMGT, LLC,
Its Manager
MeGc��faal Moa���fi
�,1chrdc�d Mo����cd�i IFcb 19. 70JS iY 3�.�5 CSTj
Mehrdad Moayedi,
Manager
Date: 02/19/2026
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
4FFICIAL RECORD
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
CITY SECRETARY
Page 15 of 17
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
0 Attachment 1- Changes to Standard Community Facilities Agreement
❑ Attachment 2— Phased CFA Provisions
❑ Attachment 3— Concurrent CFA Provisions
0 Location Map
0 Exhibit A: Water Improvements
0 Exhibit B: Paving Improvements
� Exhibit B-1: Storm Drain Improvements
� Exhibit C-1: Street Lights and Signs Improvements
� Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth, Texas Page 16 of 17
Standard Community Facilities Agreement
Rev. 9/21
ATTACHMENT "1"
Changes to Standard Community Facilities Agreement
City Project No. 105524
Negotiated changes are contained in the body of the Agreement.
City of Fort Worth, Texas Page 17 of 17
Standard Community Facilities Agreement
Rev. 9/21
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OWNER/DEVELOPED BY:
CTMGT ALPHA RANCH, LLC
1800 VALLEY VIEW LANE, STE 300
FARMERS BRANCH, TX 75234
281-387-1633
CITY PROJECT N0. 105524
MAPSCO PAGE DEN-641 N
IPRC 24-0075
CPN 105524
ALPHA RANCH, PHASE 1 B
Westw►ood vICINITY MAP EXHIBIT
FORT WORTH - TEXAS
JANUARY2026
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CTMGT ALPHA RANCH, LLC
1800 VALLEY VIEW LANE, STE 300
FARMERS BRANCH, TX 75234
281-387-1633
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LEGEND
PROPOSED WATER LINE
EXISTING WATER LINE
ALPHA RANCH
WATER EXHIBIT A
FORT WORTH - TEXAS
JANUARY2026
NOTE: ALL PROPOSED WATER LINES
ARE 8" UNLESS OTHERWISE NOTED
IPRC 24-0075
CPN 105524
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PROPOSED PAVEMENT
SIDEWALK BY DEVELOPER
SIDEWALK BY HOMEBUILDER
PROPOSED M-2 RAMP
PROPOSED R-1 RAMP
PROPOSED P-1 RAMP
OWNER/DEVELOPED BY:
CTMGT ALPHA RANCH, LLC
1800 VALLEY VIEW LANE, STE 300
FARMERS BRANCH, TX 75234
281-387-1633
NOTE:
A VING IMPROVEMENTS
TO BE INSPECTED AND
MAINTAINED BY THE ALPHA
RANCH WATER CONTROL AND
IMPROVEMENT DISTRICT OF
DENTON AND WISE COUNTIES.
IPRC 24-0075
CPN 105524
ALPHA RANCH
W��"'Od WCID-PAVING IMPROVEMENT EXHIBIT B
FORT WORTH - TEXAS
JANUARY2026
LEGEND
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OWNER/DEVELOPED BY:
CTMGT ALPHA RANCH, LLC
1800 VALLEY VIEW LANE, STE 300
FARMERS BRANCH, TX 75234
281-387-1633
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PROPOSED STORM
EXISTING STORM
PROPOSED STORM DRAIN MH
PROPOSED STORM DRAIN HEADWALL
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ALL DRAINAGE IMPROVEMENTS
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IMPROVEMENT DISTRICT OF
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IPRC 24-0075
CPN 105524
ALPHA RANCH
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FORT WORTH - TEXAS
JANUARY2026
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ALL STREET LIGHT AND SIGN
�� PROPOSED STREET LIGHT 49 IMPROVEMENTS TO BE
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� PROPOSED TRAFFIC SIGNS (28) BY THE ALPHA RANCH WATER
CONTROLANDIMPROVEMENT
DISTRICT OF DENTON AND
WISE COUNTIES.
OWNER/DEVELOPED BY:
CTMGT ALPHA RANCH, LLC
1800 VALLEY VIEW LANE, STE 300
FARMERS BRANCH, TX 75234
281-387-1633
ALPHA RANCH
W��Od WCID-STREET SIGNS & STREET LIGHTS EXHIBIT C1
FORT WORTH, TEXAS
JANUARY 2026
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0(F 42 43
PAP - Em PROPOSAL
Pagc 1 oC6
SEC�'14N 00 A2 A3
Developer Awarded Projects - PROPOSAL FORM
UNIT PRICE B�D
Bidlist ]Eern
No. I
�
� 1
� �
� 3
� �
I S
b
7
8
9
� 10
� I1
� �2
� 13
� 14
� 15
I 16
( 17
�
Projecl Ilem Informalian
Bidder's Application
Bidde�s Proposal
Speeificatiun Unit of
DesCnptlOn Bid Quantiiy Unit Price Bid Value
Section No. Measure
UNIT I: WATER IMPi20VEAILF��ITS
12" PVG WaterPipe 33 11 12 IS' 4,384 SI22.00 �534,848.00
12" 17iP Water 33 11 10 I.F I 168 �I32.00 �22,176.00
12" DII' Water, CSS Backfill 33 11 10 LF 80 SI52.00 ,�12,164.00
8" DI�' Water 33 11 10 LF 28 �72.00 �2,U16.00
8" PVC Water PiPe � 33 11 12 LF 5,469 562.00 5339,fl7$.00
12" GaEa Va[ve 33 1220 EA IO �S,SQ0.00 SSS,OD0.00
... - --....
ConnecYion to Existing 3Q" Water Main 33 1225 EA � 1 56,500.00 $6,500.00
8" Gate Val�e 33 12 20 EA � 14 �2,8(�0.(}0 �53,2Qfl.00
2" Combination Air Valve Assembly foe Water 33 12 30 �A � 2 S12,SOO.i}0 �25,Oa0.00
8" Water Casier Pipe 33 OS 24 LF � 146 �72.00 � 10,512.00
12" Water Carrier Pipe 33 OS 24 LF � 304 �122.�0 537,088.fl0
24" Casing By Open Cut 33 OS 22 LP I 450 �320.UD �144,0�0.00
4"-12" Pressure P[u� 02 41 1� �A 8 51,000.00 58,OQ0.00
Fire Hydrant 33 12 4o EA 3 �7,750.OD �23,250.00
30" x 12" Tappin� Sleeve & Valve 33 12 25 EA I 1 524,540.00 �24,SUO.OD
8" Waterline Lowering 33 05 12 EA � 11 i5,500.OD $60,500.00
Trench Sa€ery 33 OS 16 LF � 10,579 �2.00 �21,I58.OD
TOTAL UNIT 1: WATER IMPROVEMENTS $1,378,986.00
CITY OF FORT NORiH
STAIJ�ARD CONSTRUCTION SP£CIFICATION DQCUMENTS - ni"VELqPER AWARp£A PROlECTS
Fam= Vcasion Afay 22, 2019
Addendum 1 Extei Bid Fomi-
fl0 42 43
�AP - BID PROPOSAL
Page 2 of 6
UNIT PR10E BID
secriot� oo aa as
Dev�loper Awarded Projects - AROPOSAL FORM
Projeet Item Information
IIidlisE Itemj
No. �
Descripiion
ISpeciEcation ( Unit of
Section No. Measure
UNIT 1fL• DRAINAGE 1MPROVEFlJENTS
-- -
33 41 1p LF
33 41 10 L�'
33 41 10 LF
33 41 10 LF
33 41 10 LF
33 41 IO LF
33 41 10 LF
1 l Ox5 Box Culvert
2 l Ux6 Box Culvert
� 3 $x5 Bax Culvert
� 4 SxG Box Culvert
� 5 Sx4 Box Culvert
� 6 3x3 Sox Culvert
� 7 2I" RCP, Class III
� 8 24" RCP, Class IiI
� 9 30" TtCP, Ciass III
� 10 36" RCP. Class III
11 42" itCT'. Class III
12 4' Storm Junction Box
13 5' Storm ]unctian Box
� 14 6' 3tortn Junction Box
� 15 10' Curb Inlet
�16 10' Recessed Inlet
17 4' Drop Inlet
�18 5' Drop Inlet
14 Z4" SET, 1 pine
20 36" SET, 1 pine
� 21 42" SET. 1 aine -
� 2z 60" SET, 1 pipe
� 23 �,ar�e Sfone Rinran, dry
� 24 Medium Stone Ripran, dry
� 25 Type PRI 1 Pedestrian Rail
� 26 2I" S[orm Abandonment PIu�
I 27 24" Sform Abandonment Plu�
� Z8 60" Storm AhandonE►,ent Plu�
� 29 Trencl� Safetv
� 30 Concrete Winewalis , Tvpe PW-1
Bidder's App�icafiion
Sidder's Praposai
Bid Quantity Unit Price IIid Value
1,233
45p
420
_. _._ ._ . 420
302
883
570
�825.00 $1,�17,225.Op1
$875.00 5393,750.00�
�585.06 5245,700.00
$620.00 5260,400.00
537D.06 5111,74D.00
S2GS.OQ 5233,995.06
$85.06 $48,450.00I
�4S.OQ �334,875.00�
�115.00 �14,720.OQf
$145.OQ �53,795.OQ�
�180.OU 595,9ao.oaJ
57,50D.00 a�142,500.00j
�11,SOOAO $23,0OO.OU�
�I3,SOD.00 �13,SOO.00j
�4,OQ0.00 �96,000.00�
55,000.00 $50,000.06�
�S,SU�.00 �11,OOOAO
56,Sfl0.00 $6,500A0�
�3,500.OQ �28,000.00
$4,Sfl0A6 $4,SOD.OQ�
�5,000.00 $S,OODAO
�s,sao.oa �s,soo.00�
si�s.oa ��zz,2�s.oa
S150.00 �223,200.00
5180.00 $248,400A0
51,Ofl0.00 S9,DOO.Oa
$1,200.00 51,204.00
$3,200.00 53,200.00
�2.00 $17,270.00
$i27,500.D0 �1,02Q000.00
$5,443,585.00
33 41 10 LF 3,525
33 41 10 I.F I28
334I ]0 LF 37I
334I1� LF 533
33 49 ] 0 EA 19
-
33491D EA 2
33 49 10 EA I
33 49 20 EA 24
33 49 2p EA 10
33 49 20 �A 2
33 49 20 EA 1
33 49 40 �A 8
33 49 40 EA 1
--
33 49 40 EA 1
--
33 49 40 EA 1
31 37 00 SY 4,127
31 37 00 SY 1,488
00 06 00 LF 1,38�
02 41 14 EA 9
02 41 14 EA 1
02 41 14 EA 1
33 OS 10 LF 8,635
00 00 00 EA 8
TQTAL UNIT III: bRA1NACsE IMPROVEMENTS
CRY OF FORT W6RTH
STANPAREJ C�N57RUCTIOIV SPECEFICATION DOCUMFN7'S - DEV£[.OP£R AWARDED PRO]ECTS
Form Vcrsion hiay?2, 2019 Addcndum ]�cc1 Did Fomi -
00 42 43
DAP - EID PROPO5AL
Page 3 of 6
SECTIQN OU 42 43
17eveloperAwarded Projects - PROPOSAL FORM
UNIT PRICE BID
Project Etem Information
Bidlis3 Item
No.
1
2
3
4
5
6
7
8
9
io
11
12
13
Bidde�'s Proposal
Specification Unit of
DeSCription Sectinn No. Measure Bid Q�antiry U�it P,ice I Bid Value
UiJ1T IV: PAVING IMPROVEMENT5
7.5" Conc Pvmt 32 13 13 5Y 33,525
10" Conc Pvrnt 32 13 13 SY 11,067
8" Lime Treatment 32 ll 24 SY 47,526
Hvdrated Lime 32 11 29 TN 998
S" Conc Sidewalk 32 13 20 5F 170,339
Ins#all Dead End Barricade 00 00 00 � EA 5
Barrier Pree Ramp, Tvpe R-1 32 13 20 � EA 10
Barrier Free Rarnp, Tvqe P-1 32 13 20 � EA 2
Slripin� 00 00 OD LS 1
Street Si2ns (Name Bladesl 00 Dfl OD EA 22
Unc[assified Excavation dnsite o0 oa oo CY 37,584
Unclassi�ed Excavation Directtv Adiac�m, Not Imnort 00 00 00 CY 60.796
Clearin� and Gruhbin� 00 O(100 AC 21.SR6
T07AL UNIT fV: PAVING IMPROVEMENTS
CITY OF PORT WORTEI
S7ANDARD CONSTRUCT]ON SP�CIFICATEON UOCLIMENTS - DEVELOPER AWARDEb PRO]ECTS
Form V ersion May 22, 2�19
Bidder's Application
$78.00
$108.00
�s.ao
$zss.oa
$6.75
$800.OU
$2,400.60
$2,aoo.ao
�roo,000.ao
$950.00
�4.25
$4.75
$2,SQ0.00
52,614,950.00
$1,195,236.00
5237,630.00
5284,430.Ofl
$1,149,788.25
$4,000.00
$24,0OO.OD
$4,400.OD
siao,000.00
$20,900.DD
$159,732.OD
$28$,781.00
$53,965.OD
$6,137,812.25
Addendum I Escel 8id Porm -
Of142 43
PAP • BID PR4POSAL
Pagc 4 of 6
SECTtON 00 k2 A3
Developer Awarded Projecfs - PROPOSAL FORM
UNlT PR10E BID
Bidder's Application
� Prajeef Ilecn Infurma€ion
[Bidlist Itemj DeScriptlon � Specik4cation ] Unit of � Bid Quantity
� Ho. � Section No. � Measure
I UNIT V: 5TREET E.iGHT[NG IklPF�QVEMENTrS
� 1 �" CONDT FVC SCH SO {T) 26 OS 33 LP 13,225
� I�iO 2 Insulated Elec Condr 34 41 10 L�' 38,805
3 Rdwy Illum Foundation TY 3,5.G, and 8 34 41 20 EA 73
4 Furnish/Insiafl LED Lighting Fixture (733 watt ATB2 34 41 20
Cobra Headl �p` 73
_-- ---- --
5 Furnish/insfa[1 Rdwav i13um TY 18 Pole 3441 20 �A 73
6 Furnish/install Tvpe 33A Arm 3441 20 EA 73
� Furnish/install 120-240 'Vc�it Singl Phase Ivletered 34 4120
Pedesta[ -- �A 2
8 Ground Box. 5ma11, w/ Lid Apro€� 34 4I iD �A 22
I iOTAL UN1T V: STREET LIG1iTING iMPROVEMENiS
C[TY OF FOR? 1VOR7'H
STANUAitl7 C01�STRUCTfON SPECiF[CAtION DQCUMENTS - DEVELpPER AWARDEA PR4ILC'IS
Forsn Vcrsian hf ay 22, ?019
Bidde�s f'roposa!
llnit Price I Sid Value
�
�2Q.D0� a�264,500.00[
�4.00 5155,220.00}
$2,OOU.00I Si46,pp0.00�
51,200.00I $$7,640.00�
54,OOD.00� 5292,�00.00�
5I,000.00� $73,QUp.00�
�ll,500.001 $23,a0D.00
�2,000.001 $44,OOD.00I
$1,085,320.00
Addendum t Lxce3IIid Form -
00 R2 43
bAP - BID PROPOSAL
Pagc 5 af5
secriar� oa a2 as
DeveloperAwarded Projects - PROPOSAL FORM
UNIT PRICE BID
�idlisE Item�
No.
Description
Silt Fence
Wash Pit
Rock Check
Inlet Profection
Cons#ruction Entrance
CurEex
Project Item InTocmation
Bidder's Application
ISpecificatian I Unit of I Bid Quantity
Section No. Measure
UN1T Vi: EROSIOAf CONTROL 1MPFZOVEMEN i S
OD UO 00 LP 23,225
00 00 00 �A 1
00 00 UO �A 28
00 00 00 EA 37
a0 00 00 EA 1
�D 00 00 SP 455,2f 8
iOTAL UI+fIT VI: ER0590N CONTROL IMPiiOVEMENTS
Bidder's Proposal
Unit Pricc I Bid Value
53.00 $69,G75.00
53,500.00 $3,500.00
51,200.00 $33,600.00
a�360.00 $I1,IOp.00
�6,aao.ao �6,OUO.OD
S0.50 �227,609.00
$35't,484.E1�
CITX OF FOR7 WORTH
STANDARD CONSTR[1CT3p�i $PECIFfCAi[ON DOCEIMENCS • OEVELOPLR ALVARDEA pROIECTS
Fofm Vasian hiay 22, 2019 Addendum I Excel Bid Fomi -
DO 42 43
DAP-Bm PROPOSAL
Page 6 of 6
UNIT PRiCE BID
Bidlist Item
No.
SECTION 00 42 43
Developer Awarded Projects - PRdPOSAL FpRM
Projecl Item Information
Bid Summary
UNIT l: WATER IMPROVEMENTS
UNIT lII: DRAI�fAGE IMPROVEMENTS
E1NIT �V: PAVING IMPROVEMENTS
E7NlT V: STREE7 LIGH7ING IMPROVEMENTS
UNIT VI: IMPROVEMENTS ��a��
Payment, PerFormance and Mainfenance Bonds
Tvtaf Construction Bid
Bidder's Application
IBidder's Proposa]
De5Ct7ption I Specification Llnit of g�d Quantityl i3nit Price I Bid VaEue
Section No. Measure
$1,378,986.00
$5,443,585.00
$6.'{ 37,812.25
$1,085,320.Q0
_..
$351,484,00
�14.397,787.25
This Bid is submitted hy the entity naroed below:
BIDDER: BY: Bruck Hu��ii�s
CO�ATSER CQNSTRUCTION TX, L.P. a
5327 Wichita St
1'OrE 1'4'oCth, TX 76119 TITLE: President
DATE: 8/6/2024
Contractor agrees to camplete WORK for �'INAL ACCEPTANCE within �� � workin� days after the date when thc
CONTRACT commences to run as provided in the Gencral Conditions.
END qF 5ECTION
%
C[Ty OF FOIt7 WOR'CH
STAT�I7ARD CQN5TRUCTION SPFCIFICATIO�I DOCLIMENTS - �EV Fi.OPEB AWARDHD PROJECPS
Fom� Version May??, 2019 Addendum 1 Excel 6id Porrn -
SPRINGING PARTIAL ASSIGNMENT
THIS SPRINGING PARTIAL ASSIGNMENT (this "Assignment"), is made and
entered into by and between CTMGT Alpha Ranch, LLC ("Developer") and the City of Fort
Worth, a Texas home-rule municipal corporation ("Fort Worth") to witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Alpha Ranch Roadways Master Infrastructure, CFA Number 25-0184, City Proj ect
Number 105524, IPRC Number 24-0075 (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, Public Finance Authority, a unit of government and body corporate and
politic duly organized and existing under the laws of the State of Wisconsin (the "Authority"), TIP
Management Company, LLC, a Texas limited liability company ("TIPCo"), Computershare Trust
Company, National Association, a national banking association duly organized and eXisting under
the laws of the United States of America, acting in its capacity as trustee (the "Trustee"), and
Developer are parties to that certain Program Agreement dated as of December 1, 2024
(the "Program Agreement") relating to the issuance of the Public Finance Authority Texas
Infrastructure Program Tax-Exempt Revenue Anticipation Capital Appreciation Bonds (Alpha
Ranch Project), Series 2024 (the `Bonds"); and
WHEREAS, in lieu of delivering performance bonds, cash deposits or other financial
security, Developer desires to grant, and Fort Worth is willing to accept, this Assignment, which
constitutes a springing partial assignment of Developer's rights under the Program Agreement.
Provided, this Assignment is strictly limited to the rights to receive proceeds of, or draw upon, the
Project Fund, as referenced in the Program Agreement, that is designated for, allocable to, or
otherwise intended to finance or reimburse costs of the Improvements pursuant to the CFA and
shall not in any way include any other costs (collectively, the "Assigned Rights"); and
WHEREAS, the parties intend that this Assignment constitute the Financial Security
required by the CFA, and this Assignment shall completely satisfy the Developer's 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:
City of Fort Worth, Texas
Springing Partial Assignment
Page 1 of 10
SECTION 1. DEFINED TERMS.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in
the Program Agreement or the CFA, as applicable. As used herein:
(a) "Assigned Rights" has the meaning set forth in the Recitals.
(b) "Developer Failure" means Developer's failure to timely construct or cause the
construction of the Improvements pursuant to the CFA, or Developer's failure to pay all
contractors and material suppliers for construction of the Improvements being constructed
pursuant to the CFA, after expiration of all notice and cure periods (if any) provided
therein. Provided, failure by Developer to pay all contractors or material suppliers for the
construction of the Improvements shall not constitute Developer Failure by Developer if
(i) Developer is withholding payment in accordance with applicable Texas law, or (ii) there
eXists a bona fide dispute regarding such payment, provided that Developer is diligently
and in good faith pursuing resolution of such dispute in a reasonable manner.
(c) "Springing Date" means the date on which all of the conditions precedent set forth in
Section 4 have been satisfied.
SECTION 2. GRANT OF SPRINGING PARTIAL ASSIGNMENT
Subject to Section 3 and conditioned upon the occurrence of a Developer Failure,
Developer hereby assigns, transfers, conveys, and sets over to Fort Worth, and Fort Worth hereby
accepts, all of Developer's right, title, and interest in, to, and under the Assigned Rights, together
with all proceeds and products thereof, but excluding all other rights, privileges, and obligations
of Developer under the Program Agreement. Prior to the Springing Date, this Assignment shall
constitute a present, absolute, but dormant conveyance of the Assigned Rights that shall not be
operative or enforceable by Fort Worth unless and until the Developer Failure has occurred and
the conditions precedent in Section 4 have been satisfied, including but not limited to the expiration
of all notice and cure periods.
For the avoidance of doubt, the Assigned Rights granted to Fort Worth under this
Assignment are, and shall at all times be, strictly limited to costs that would have been incurred by
Developer in connection with the Improvements described in and governed by the CFA, but were
not paid due to a Developer Failure. No provision of this Assignment, the CFA, the Program
Agreement, or any other agreement or instrument shall be interpreted to grant Fort Worth any
right, power, or privilege to requisition, draw, or otherwise obtain funds, credits, or disbursements
under the Program Agreement with respect to any infrastructure, facilities, or improvements except
for the Improvements expressly identified in the CFA pursuant to Section 4 of this Assignment.
Any interpretation inconsistent with the foregoing limitations is expressly disclaimed by the
parties. Any provision of this Assignment that could be construed to expand Fort Worth's rights
beyond those expressly limited herein shall be limited to conform to the restrictions set forth in
this paragraph.
City of Fort Worth, Texas
Springing Partial Assignment
Page 2 of 10
SECTION 3. RETENTION OF RIGHTS; NO ASSUMPTION OF LIABILITIES.
Until the Springing Date, Developer shall retain all rights under the Program Agreement,
including under the Assigned Rights, and shall remain solely liable for all covenants, liabilities,
and obligations imposed upon Developer by the Program Agreement and the CFA. Nothing in this
Assignment shall be construed as an assumption by Fort Worth of any liability or obligation of
Developer under the Program Agreement or the CFA except to the limited extent expressly set
forth in Section 5(b) below.
SECTION 4. CONDITIONS PRECEDENT TO ENFORCEMENT.
Fort Worth may invoke and enforce the Assigned Rights only upon satisfaction of each of
the following conditions precedent:
(a) A Developer Failure shall have occurred; and
(b) Fort Worth shall have delivered to the Authority, Trustee, TIPCo and Developer written
notice of Developer Failure, and such Developer Failure is not cured within seven (7) days
after such notice.
Upon satisfaction of the foregoing conditions, the assignment granted herein shall be
automatically and irrevocably activated without further action of any party, and the date on which
all such conditions are first satisfied shall constitute the Springing Date. Provided, however, the
City shall, within thirty (30) days after receiving the written consents to this Assignment as
required by the Program Agreement (which consents may be contained in the acknowledgment
attached hereto), execute and deliver to Developer a counterpart of this Assignment. If the City
fails to execute and deliver such counterpart within such thirty (30) day period, this Assignment
shall be null and void and of no further force or effect.
It is expressly agreed that Fort Worth is under no obligation to invoke and enforce the
Assigned Rights and may instead elect to enforce its rights under the CFA should a Developer
Failure occur.
SECTION 5. RIGHTS AND DUTIES UPON SPRINGING DATE.
(a) Substitution. As of the Springing Date, Fort Worth shall be and be deemed substituted for
Developer under the Program Agreement solely with respect to the Assigned Rights and
solely for the purpose of drawing, receiving, or directing disbursement of funds to complete
or cause the completion of the Improvements or payment of contractors and material
suppliers in conformity with the CFA.
(b) No Broader Assumption. Fort Worth shall not by virtue of this Assignment, or the exercise
of the Assigned Rights, assume or be obligated to perform any covenant or obligation of
Developer under the Program Agreement other than the obligation, if any, to apply the
proceeds of the Assigned Rights toward payment of the costs of the Improvements.
Developer shall remain liable for all other obligations under the Program Agreement.
City of Fort Worth, Texas
Springing Partial Assignment
Page 3 of 10
(c) Requisition Forms. Concurrently with the execution of this Assignment, Developer shall
provide Fort Worth ten (10) executed requisition forms pursuant to the Program
Agreement, which Fort Worth can utilize pursuant to this Assignment upon the Springing
Date. Until the occurrence of the Springing Date, such requisition forms shall be held in
escrow and shall be null and void. Upon termination of this Assignment, Fort Worth shall
return any such unused requisition forms to Developer.
(d) Partial Payment. If the Springing Date occurs prior to the completion of the Improvements
under the CFA, then, upon Fort Worth's receipt from the Project Fund of a sum equal to
the costs necessary for a Developer Failure to be cured, the Assigned Rights shall
automatically revert to their pre-Springing Date status, constituting a dormant conveyance
that is neither operative nor enforceable by Fort Worth.
(e) Termination of Rights. After the Springing Date, the Assigned Rights shall automatically
revert to Developer upon Fort Worth's written acknowledgement to the Authority, the
Trustee and TIPCo that the Improvements have been completed in accordance with the
CFA and that no unreimbursed costs remain outstanding.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF DEVELOPER
Developer represents and warrants to Fort Worth as of the Effective Date and again as of
the Springing Date:
(a) it is duly organized, validly existing, and in good standing under the laws of the
State of Texas;
(b) this Assignment has been duly authorized, executed, and delivered and constitutes
the legal, valid, and binding obligation of Developer, enforceable in accordance
with its terms, subject only to applicable bankruptcy, insolvency, or similar laws
affecting creditors' rights generally and general principles of equity;
(c) Developer holds the Assigned Rights free and clear of any prior pledge, lien,
assignment, or encumbrance other than those created pursuant to the Program
Agreement, and Developer has not previously transferred or agreed to transfer the
Assigned Rights (other than this Assignment);
(d) execution, delivery, and performance of this Assignment do not and will not
conflict with or result in a breach of any organizational document of Developer, the
Program Agreement, the CFA, or any other contract or agreement binding upon
Developer; and
(e) all consents required for the validity and enforceability of this Assignment,
including the consents of the Authority, the Trustee and TIPCo, have been obtained.
SECTION 7. REPRESENTATIONS AND WARRANTIES OF FORT WORTH.
Fort Worth represents and warrants to Developer as of the Effective Date and again as of
the Springing Date that Fort Worth is a duly incorporated home-rule municipality under the
Constitution and laws of the State of Texas, possessing full power and authority to enter into and
perform this Assignment and that this Assignment has been duly authorized, executed, and
delivered by Fort Worth.
City of Fort Worth, Texas
Springing Partial Assignment
Page 4 of 10
SECTION 8. COVENANTS.
Developer covenants and agrees that it will not further assign, pledge, hypothecate, or
otherwise encumber the Assigned Rights without the prior written consent of Fort Worth; and upon
request by Fort Worth, execute and deliver such further instruments or documents and take such
further actions as may reasonably be required to effectuate the purposes of this Assignment.
SECTION 9 NOTICES.
All notices, approvals, or other communications required or permitted under this
Assignment shall be in writing and delivered in the manner, and deemed received at the times,
provided in Section 16 of the CFA; provided, however, that copies of all notices delivered by either
party under this Assignment shall concurrently be delivered to the Authority, the Trustee and
TIPCo at the following addresses:
Authority: Public Finance Authority
22 East Mifflin Street, Suite 900,
Madison, Wisconsin 53703
Attn: Scott Carper
and Michael LaPierre
TIPCo: TIP Management Company, LLC,
c/o The Muller Law Group, PLLC,
202 Century Square Blvd.
Sugar Land, Texas 77478
Trustee: Computershare Trust Company, National Association
1505 Energy Park Drive
St. Paul, Minnesota55108
SECTION 10. NON-ASSIGNABILITY OF FORT WORTH'S RIGHTS.
The rights, powers, and interests held by Fort Worth hereunder in and to the Assigned
Rights 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 the Assigned
Rights.
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.
City of Fort Worth, Texas
Springing Partial Assignment
Page 5 of 10
SECTION 12. BINDING EFFECT.
This Assignment shall be binding on the parties, their successors and assigns. No provision
of this Assignment may be amended, waived, or modified eXcept pursuant to a written instrument
executed by Fort Worth and Developer and acknowledged in writing by the Authority, the Trustee,
TIPCo, and the Trustee.
SECTION 13. CHOICE OF LAW; VENUE
This Assignment 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 Assignment 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 FORT WORTH (AND ITS RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL
CLAIMS, DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY
KIND WHATSOEVER THAT ARISE OUT OF OR ARE DIRECTLY OR INDIRECTLY
RELATED TO ANY ACTIONS OR INACTION BY FORT WORTH WITH RESPECT TO
THIS ASSIGNMENT.
[REMAINDER OF THIS PAGE 1NTENTIONALLY BLANK]
City of Fort Worth, Texas
Springing Partial Assignment
Page 6 of 10
ACCORDINGLY, the City of Fort Worth and Developer 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
�_� �
Jesica McEachern
Assistant City Manager
Date: 03/01 /2026
Approved at to Form & Legality:
DEVELOPER
CTMGT Alpha Ranch, LLC,
A TeXas limited liability company
By: Centamtar Terres, L.L.C.,
Its Manager
By: CTMGT, LLC,
Its Manager
Mel��olaol Moa yeolr
Mchrdad Moayotl�i (Fab �9. 20L6 �,Yi 43�.49 CSI)
Name: Mehrdad Moayedi
Title: Manager
�i�:� u���
Jessika Williams
Assistant City Attorney
Date: 02/25/2026
ATTEST:
� h ��
�
Jannette Goodall
City Secretary
02/19/2026
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
Springing Partial Assignment
Page 7 of 10
ACKNOWLEDGMENT AND CONSENT OF PUBLIC FINANCE AUTHORITY
The undersigned, as the authorized representative of the Authority under the Program
Agreement, hereby (i) acknowledges receipt of the foregoing Springing Partial Assignment of
Rights, (ii) consents to the assignment of the Assigned Rights as contemplated therein, subject to
and in accordance with the terms of the Program Agreement, and (iii) agrees to recognize Fort
Worth as partial assignee of Developer under the Program Agreement with respect to the Assigned
Rights upon the Springing Date.
PUBLIC FI NCE AUT R �
By: �_._.� � ���
Name: Amitv A. Dias �
Title: Assistant Secretary
ACKNOWLEDGMENT AND CONSENT OF TIP MANAGEMENT COMPANY, LLC
The undersigned, as the authorized representative of TIPCo under the Program Agreement,
hereby (i) acknowledges receipt of the foregoing Springing Partial Assignment of Rights, (ii)
consents to the assignment of the Assigned Rights as contemplated therein, subject to and in
accordance with the terms of the Program Agreement, and (iii) agrees to recognize Fort Worth as
partial assignee of Developer under the Program Agreement with respect to the Assigned Rights
upon the Springing Date.
TIP MANAGEMENT COMPANY, LLC
7�c/�/�60��
By:
Name: Michael Libera
Title: Managing Member
4123-7931-3758.7
ACICNOWLEDGMENT AND CONSENT OF COMPUT�RSHARE TRUST COMPANY,
NATI�NAL ASSOCIATION
The undersigned, as the autl�orized t•ep�•esentative of tlfe Trustee under tiie Progratn
Agz•een�ent, l�ereby (i) ackt�o«ledges receipi of tlie fo��egaing Springitig Partial Assignn�ent of
Riglits, (ii) conseuks to tlie assignment of the Assigned Rights as cotite�i�plated therein, st�bject to
and in acco�•danec with t�ae ter�ns of the Prograin Agree�nent, and (iii) agrees to recogt�ize Fort
Worth as partial assignee of Developer under the �'z�og�•am Agreemei�t vvitli respect to tlle Assigned
Rights upon tfle Spi•inging Date.
COMPUTERSI�A_i2C TRUST COMPANY,
NATIONAL ASSOCIATION
By: � ��n,t_�1 =,
N�����: l
Title: �my fhor�psoli
v��,C r-�resider�t
Signature: C.�U<Yh.�t.� C�►,�►.v�e2
Gnslian Ghave� (Mar 2 2026 09�.29�.49 GST)
Email: cristian.chavez@fortworthtexas.gov
Signature: � .�
Sm�
Email: allison.tidwell@fortworthtexas.gov
4123-7931-3758.7
FORT ��RTH�
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: CTMGT Alpha Ranch, LLC
Subject of the Agreement: cFA
M&C Approved by the Council? * Yes ❑ No 8
If �so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, provide the original contract number and the amendment number.
Is the Contract "PermanenY'? *Yes 8 No ❑
If �unsure, see back page for pernianent contract listing.
Is this entire contract Confidential? *Yes ❑ 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 ❑ No 8
*If �so, please ensure it is attached to the approving M&C or attached to the contract.
Proj ect Number: If applicable. 105524
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 8 No ❑
Contracts need to be routed for CSO processin� in the followin� 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.