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HomeMy WebLinkAbout065344 - Construction-Related - Contract - Quail Valley Land Company, LLCCSC No. 65344 DESIGN PROCUREMENT AGREEMENT FOR LEGACY PARK BOULEVARD (24-INCH WATER MAIN EXTENSION) This Design Procurement Agreement ("Agreement") is entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Quail Valley Land Company, LLC ("Developer"), a Texas limited liability company, acting by and through its duly authorized representative. City and Developer are referred to herein individually as a Party and collectively as the Parties. RVICITAIN WHEREAS, Developer is designing and constructing a residential development known as Walsh Ranch, Quail Valley, Plats FP-24-141, FP-24-142, FP-24-144 and FP 24-145; and WHEREAS, Developer is required to extend approximately 2,500 liner feet of an 8-inch water main as part of the development's frontage extension requirement; and WHEREAS, the City desires to oversize the 2,500 linear feet of 8-inch water main to 24- inches and to extend the 24-inch water main an additional 4,200 linear feet; and WHEREAS, the total 6,700 linear feet of West Side IV 24-inch water main will extend from an existing 30-inch main along I-20 to an existing 16-inch water main within Old Weatherford Rd as shown in Exhibit A ("Project"); and WHEREAS, City and Developer desire to enter into this Agreement in order to accomplish the goals of the parties; and WHEREAS, Developer has retained Dunaway Associates, LLC ("Design Consultant") to design the Project; and WHEREAS, Developer selected Design Consultant based on demonstrated competence and qualifications to perform the services for a fair and reasonable price, and not on the basis of competitive bids; and WHEREAS, City staff have reviewed the scope, fee and schedule for the design of the Project and find them to be fair and reasonable; and WHEREAS, Developer will initially fund the costs of Design Consultant for the design of the Project and City will reimburse Developer for the design costs in an amount not to exceed $286,225.66; and W REAS, City and Developer intend to execute a Community Facilities Agreement, or other similar agreement, that provides for the Developer to construct the Project and seek Design Procurement Agreement for Legacy Park Boulevard Page 1 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX reimbursement from the City for the City's share of the construction costs and eligible construction expenses as agreed by the parties; and WHEREAS, Developer shall not earn a fee based upon the City's portion of the design fees paid to Design Consultant. NOW, THEREFORE, for and in consideration of the above recitals and the mutual covenants and agreements herein contained, the City and Developer agree as follows: SECTION 1 GENERAL REQUIREMENTS 1.1 City and Developer agree that recitals stated above are true and correct and incorporated into the Agreement by reference. 1.2 Developer will retain Dunaway Associates, LLC as the design consultant for the Project ("Design Consultant") pursuant to a written contract to which the City consents, and to which the City is a third -parry beneficiary. Design Consultant is signing this Agreement to provide the City with the rights and protections that are set forth in Exhibit `B" which is attached hereto and incorporated herein by reference. 1.3 City agrees to pay Developer for 97% of the actual cost for the engineering services of the Design Consultant for the Project, in a total amount not to exceed $286,225.66, as more specifically detailed in the Level of Effort in Exhibit "C," which is attached hereto and incorporated herein by reference. The Cost Share was determined as follows: Description Length Developer City Walsh frontage 2500 783 GPM, 8" minimum 9,883 GPM, 24" Northern portion, connects to Old Weatherford 4200 n/a 9,883 GPM, 24" Walsh frontage% 2500 7.9% 92.1% Northern portion % 4200 0.0% 100% Weighted average - 3.0% 97% The design of the Project includes, as appropriate, the preparation of engineering drawings, renderings, contract specifications, estimates, and other documents necessary to construct the improvements contemplated by this Agreement ("Construction Documents"). The City shall not participate in any costs for easements, permits (including but not limited to TXDOT, railroad, or 404b permits), and Developer's attorney fees. 1.4 Developer shall pay all invoices received by Developer from Design Consultant for the design of the Project. City will pay Developer the City's Share of the design costs for the Project within 30 days after: (1) execution of this Agreement; and (2) Developer delivers Design Procurement Agreement for Legacy Park Boulevard Page 2 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC an invoice from Developer to the City for the City's Share of the design cost. . Developer must register as a vendor of the City in order for City to pay Developer the City's Share of the design costs. City shall have the ultimate right to approve or disapprove the Construction Documents, such approval not to be unreasonably withheld, delayed, or conditioned. 1.5 Provided the City has reimbursed Developer for all submitted invoices that collectively do not exceed the maximum amount of the City's maximum payments in Section 1.3, City shall own the plans and other documents and work product Design Consultant creates for the design of the Project. In the event this Agreement is terminated, City shall have the right to enter into an agreement with Design Consultant to complete the design of the Project. Developer shall include the City's ownership right in the plans for the Project and the City's right to enter into an agreement with Design Consultant to complete the design of the Project if this Agreement is terminated in Developer's agreement with Design Consultant. 1.6 The Parties intend to execute a Community Facilities Agreement ("CFA") for construction of the Project after approval of the CFA and appropriation of funds by the City Council. The CFA must be executed within two years of execution of this Agreement. 1.7 City shall coordinate all concurrent construction and design for the future connection of the 24-inch water line, including consideration of the active design and construction of Old Weatherford Road and TxDOT I-20 frontage. It is intended by the Parties that the Project shall consist of a single design that is publicly bid and constructed.. The Project shall not be considered a parent project to any active phase of Walsh Ranch that is currently in construction, including but not limited to, Walsh Ranch Phases PA5C and PA51). 1.8 Any changes to the design of the Project shall require the consent of all Parties. Any changes in cost sharing shall be approved by all Parties. Upon completion of construction of the Project, the City intends to create a water main capacity charge to recoup the City's costs for oversizing the water main. The City will receive 100% of all collections from the water main capacity charge. Walsh Ranches Limited Partnership, Quail Valley Devco VLO, LLC, Quail Valley Devco V, LLC, and Developer shall not be required to pay the water main capacity charge. SECTION 2 TERMINATION 2.1 Termination. This Agreement may be terminated by either party upon delivery of written notice to the other party of such intent to terminate; provided, however, the City may not terminate this Agreement in bad faith for the purpose of avoiding its reimbursement obligation set forth in Section 1.3 above. If the City terminates this Agreement after the design work for the Project has commenced, then the City shall reimburse Developer for the City's Share of the design costs incurred or paid as of the date of such termination, such Design Procurement Agreement for Legacy Park Boulevard Page 3 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. 2.2 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate the portion of the Agreement regarding such obligations to be effective on the later of. (i) delivery by the City to Developer of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement; provided, however, the City shall reimburse Developer for the City's Share of the design costs incurred or paid by Developer as of the date of such termination, such reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. SECTION 3 FORCE MAJEURE 3.1 If either party is unable, either in whole or part, to fulfill its obligations under this Agreement (other than payment obligations) due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event; provided, however, that any payment obligations of either parry under this Agreement shall not be excused or delayed by any Force Majeure Event. SECTION 4 LIABILITY AND INDEMNIFICATION 4.1 DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 4.2 DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OFANY KIND, INCL UDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS Design Procurement Agreement for Legacy Park Boulevard Page 4 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC (INCLUDING ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS PROVIDED BY THE LAWS OF TEXAS. 4.3 Developer shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of the City in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. 4.4 Developer's agreement with the Design Consultant shall include a release and indemnity in favor of City in substantially the following form: "DESIGN CONSULTANT SHALL INDEMNIFYAND HOLD HARMLESS THE CITY OF FORT WORTHAGAINST LIABILITY FOR DIRECT CLAIMS AGAINST DESIGN CONSULTANT CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAYA SUBCONTRACTOR OR SUPPLIER COMMITTED BYDESIGN CONSULTANT OR DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES CONTROL. " "DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH AGAINST LIABILITY FOR ANY THIRD -PARTY DAMAGE CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAYA SUBCONTRACTOR OR SUPPLIER COMMITTED BYDESIGN CONSULTANT OR DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES CONTROL. " SECTION 5 INSURANCE 5.1 Developer shall require its subcontractors to maintain the insurance requirements set forth in Exhibit "D", which is attached hereto and incorporated herein for all purposes. Design Procurement Agreement for Legacy Park Boulevard Page 5 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC SECTION 6 NONDISCRIMINATION 6.1 Developer shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in performing the services under this Agreement. SECTION 7 VENUE AND CHOICE OF LAW 7.1 Developer and City agree that this Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. SECTION 8 THIRD -PARTY RIGHTS AND ASSIGNMENTS 8.1 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. 8.2 Developer agrees that it will not subcontract or assign all or any part of its rights, privileges or duties hereunder without the prior written consent of the City, and any attempted subcontract or assignment of same without such prior consent of the City shall be void. SECTION 9 BINDING COVENANTS 9.1 Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors, representatives and permitted assigns, if any. SECTION 10 INDEPENDENT CONTRACTOR 10.1 Developer shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of the City. Developer shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees and subconsultants (or subcontractors). Nothing herein shall be construed as creating a partnership or joint venture between the City and Developer, its officers, agents, employees and subconsultants (or subcontractors), and doctrine of respondent superior has no application as between the City and Developer. Design Procurement Agreement for Legacy Park Boulevard Page 6 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC SECTION 11 AMENDMENTS, CAPTIONS, AND INTERPRETATION 11.1 Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon the written consent of both the City and Developer. 11.2 Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.3 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for, or against, any party, regardless of the actual drafter of this Agreement. SECTION 12 GOVERNMENTAL POWERS AND IMMUNITIES 12.1 It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. SECTION 13 AUTHORIZATION AND COUNTERPARTS 13.1 By executing this Agreement on behalf of Developer, the person signing below affirms that he or she is authorized to execute this Agreement and that all representations made herein with regard to the signer's identity, address, and legal status are true and correct. 13.2 This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. SECTION 14 SEVERABILITY AND NO WAIVER 14.1 It is agreed that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision, and does not materially prejudice either Developer or City in connection with the rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 14.2 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that parry's right to insist upon appropriate performance or to assert any such right on any future occasion. Design Procurement Agreement for Legacy Park Boulevard Page 7 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC SECTION 15 COMPLIANCE WITH LAWS 15.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 15.2 If City notifies Developer or any of its officers, agents, employees, contractors, subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations, Developer shall immediately desist from and correct the violation. SECTION 16 NOTICES 16.1 Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand - delivery or via U.S. Postal Service certified mail, postage prepaid, or by electronic mail, to the address of the other party shown below: To the City: Fort Worth Water Department Attn: Matt Kusnir 100 Fort Worth Trail Fort Worth, Texas 76102 Email: Matt.Kusnirgfortworthtexas.gov with copies to: City Attorney's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas, 76102 and City Manager's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 To Developer: Quail Valley Land Company, LLC Attn: Cheryl Turner 400 S Record St., Ste. 1200 Dallas, TX 75202 cturner@republicpropertygroup.com with copy to: Seth Carpenter 400 S Record St., Ste. 1200 Dallas, TX 75202 scarpenter@republicpropertygroup.com Design Procurement Agreement for Legacy Park Boulevard Page 8 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC SECTION 17 HEADINGS 17.1 The 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. SECTION 18 RIGHT TO AUDIT 18.1 Developer agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of 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. 18.2 Developer shall include in its contract with Design Consultant a right, until the expiration of three (3) years after final payment under this Agreement, to have access to and the right to examine any directly pertinent books, documents, papers and records of Design Consultant involving transactions relating to this Agreement and the agreement between Developer and Design Consultant. Design Consultant must agree that the City shall have access during normal working hours to all necessary Design Consultant 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 Design Consultant reasonable advance notice of intended audits. SECTION 19 PROHIBITION ON BOYCOTTING ISRAEL 19.1 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 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. By signing this contract, 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 the contract. SECTION 20. PROHIBITION ON BOYCOTTING ENERGY COMPANIES 20.1 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 Design Procurement Agreement for Legacy Park Boulevard Page 9 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. SECTION 21. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES 21.1 Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. SECTION 22 SOLE AGREEMENT 22.1 This Agreement, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Developer, and any lawful assign and successor of Developer, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (Remainder of Page Intentionally Left Blank) Design Procurement Agreement for Legacy Park Boulevard Page 10 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC IN WITNESS THEREOF, the parties have made and executed this Agreement in multiple originals to be effective on the date signed by the City's Assistant City Manager. CITY OF FORT WORTH: Jesica McEachern Assistant City Manager Date: 06/11 /2026 RECOMMENDED BY: CT-ristopher Harde ay 21, 2026 10:24:31 CDT) Christopher Harder, P.E. Water Department Director APPROVED AS TO FORM AND LEGALITY: 5"� 616)4&��-� Jessika J. Williams Assistant City Attorney ATTEST: rI Os��ho Jannette S. Goodall City Secretary Date: 06/11 /2026 DEVELOPER: Quail Valley Land Company, LLC A Texas limited liability company _��� Se arpenter (Mar 30, 2026 16:28:02 CDT) Seth Carpenter Senior Vice President of Development Date: 03/30/2026 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. Matt Kusnir, P.E. Sr. Capital Projects Officer AGREEMENT AUTHORIZATION: M&C: 26-0306 Date approved: 04/28/2026 OFFICIAL RECORD Form 1295: 2026-1460975 CITY SECRETARY FT. WORTH, TX Design Procurement Agreement for Legacy Park Boulevard Page 11 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC EXHIBIT A Mayor & Council Map FORT WORTH Legacy Park Blvd 24-inch Water Main WSIV Council District 3 Legend r, Council Districts 4 ► �., NAME WIL 3 - Michael D. Crain 1nEAtt�Fur Ttt IV 24 Inch = — •� ' 2.1-.nc h VJM � • �� M � .R • A INTERSTA- UJ7IE r e . IM?0 i t 1sN Dow SDrrce =or, EsE, CGIAR, USGS Scuices Esn, TornTcrn, Gamin. FAO, NOAA, USGS, 0 ODonStroatWo Ort WC mrdnDutors, w4 ft US Uw Comm,nity D o boo 1 QUO 2,000 A -:.v---.uN1LO REPACOU�„tm �s Av,V1A�roN �rAwucAd�t uws F1:1,:1 N ..-ars,5TOBEQSEOFORADRAP+,cuREPRESSNTATONMY 1 •E ALCURACT 6MOT To BETAP-M USEDASOAT►PRODUCEDFOR ET0f1EERE10 PURPOSES OR eT AREOSTERLD PROKSU00ALLx10 SIA,.ETua EWE CITYDf FORT TI'CATR ASSWES wg*%O1C,6L(TV r On TWE ACCLAACr ar SAO OATA Design Procurement Agreement for Legacy Park Boulevard Page 12 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC EXHIBIT B Dunaway Associates, LLC ("Design Consultant") has entered into a contract with Quail Valley Land Company LLC to design the Project. The City of Fort Worth (the "City") is a third - party beneficiary of the contract. Design Consultant is signing this Exhibit B to the Design Procurement Agreement for the purpose of providing the City with the following rights: Provided the City has reimbursed Developer for all submitted invoices that collectively do not exceed the cap amount on the City's Share contemplated in Section 1.4 and Design Consultant has received payment for Services, City shall own the plans and other documents and work product Design Consultant creates for the design of the Project. In the event this Agreement is terminated, City shall have the right to enter into an agreement with Design Consultant to complete the design of the Project. Developer shall include the City's ownership right in the plans for the Project and the City's right to enter into an agreement with Design Consultant to complete the design of the Project if this Agreement is terminated in Developer's agreement with Design Consultant. 2. DESIGN CONSULTANT SHALL INDEMNIFYAND HOLD HARMLESS THE CITY OF FORT WORTH AGAINST LIABILITY FOR DIRECT CLAIMS AGAINST DESIGN CONSULTANT CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BYDESIGN CONSULTANT OR DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES CONTROL. DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF FORT WORTH AGAINST LLABILITY FOR ANY THIRD PARTY DAMAGE CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY DESIGN CONSULTANT OR DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES CONTROL. 3. Design Consultant shall list City as an additional insured on Design Consultant's insurance policy. 4. City shall have the right, until the expiration of three (3) years after final payment under is made by City to Developer pursuant to this Agreement, to have access to and the right to examine any directly pertinent books, documents, papers and records of Design Consultant involving transactions relating to this Agreement and the contract between Developer and Design Consultant. Design Consultant agrees that the City shall have access during normal working hours to all necessary Design Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of Design Procurement Agreement for Legacy Park Boulevard Page 13 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC this section. City shall give Design Consultant reasonable advance notice of intended audits. Design Consultant: Dunawa ociates, LLC Name: , �;charu James Shaheen 111, PE Title: Senior Technical Engineer I Associate Date: 3-30-2026 Design Procurement Agreement for Legacy Park Boulevard Page 14 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC EXHIBIT C LEVEL OF EFFORT City Project No. r1G1 P Prninrt Nn_ 2M11MAIR Basic Besg n Services" Pto ect Summat Total ri159,3500 i—IHowl 1,655 9. T—IP--C—1 $235,078 Design Procurement Agreement for Legacy Park Boulevard Page 15 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC INSURANCE 1.01 Duty to Acquire and Maintain. Developer shall require its subcontractors to ensure that a policy or policies of insurance are procured and maintained at all times, in full force and effect, to provide coverage of the types and amounts specified herein, naming the City as an additional insured as set forth herein,. The insurance required hereunder may be met by a combination of self-insurance and primary and excess policies. 1.02 Types and Amounts of Coverage Required a. Commercial General Liability: (1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including coverage for the following: (i) Premises Liability; (ii) independent contractors; (iii) products/completed operations; (iv) personal injury; (v) contractual liability; (vi) explosion, collapse, and underground property damage b. Property Damage Liability: (1) $1,000,000.00 per occurrence C. Umbrella Policy (1) $5,000,000.00 d. Environmental Impairment Liability (EIL) &/or Pollution Liability (1) $2,000,000 per occurrence (2) $5,000,000 aggregate e. Automobile Liability: (1) $1,000,000.00 Each accident on a combined single -limit basis £ Worker's Compensation: (1) As required by law g. Employer's Liability: (1) $1,000,000.00 per accident Design Procurement Agreement for Legacy Park Boulevard Page 16 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC 1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk Manager, the City may at any time request revised insurance coverage requirements and limits required by this Agreement. Company agrees that within ten (10) days of receipt of written notice from the City, all such revisions requested by the City, and agreed to by Developer, will be implemented. The policy or policies of insurance shall be endorsed to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non -renewal, or amendment, shall be made without thirty (30) days' prior written notice to the City. 1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved to do business in the State of Texas. Except for workers' compensation, all insurers must have a minimum rating of A: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, prior written approval of the City's Risk Management Division is required. Within ten (10) business days following execution of this License, subcontractor shall ensure that City is furnished with certificates of insurance signed by the respective companies as proof that the types and amounts of insurance coverage required herein have been obtained. In addition, subcontractor shall, on demand, provide the City with evidence that it has maintained such coverage in full force and effect. 1.05 Deductibles. Deductible or self -insured retention limits on any line of coverage required herein shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per line of coverage, or aggregate is otherwise approved by the City. 1.06 No Limitation of Liability. The insurance requirements set forth in this section and any recovery by the City of any sum by reason of any insurance policy required under this License shall in no way be construed or affected to limit or in any way affect Company's liability to the City or other persons as provided by this Agreement or law. 1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an Additional Insured on the Automobile and Commercial General Liability policies. 1.09 Waiver of Subro ag tion. The insurance shall include a waiver of rights of recovery (subrogation) in favor of the City of Fort Worth. 1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions in order to comply with the requirements of this Agreement except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. Design Procurement Agreement for Legacy Park Boulevard Page 17 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC 1.11 Certificate of Insurance. Subcontractor shall submit to the City a certificate of insurance evidencing all required insurance coverage and any applicable endorsements. Design Procurement Agreement for Legacy Park Boulevard Page 18 of 18 24-Inch Water Main Extension Quail Valley Land Company LLC CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2026-1460975 Quail Valley Land Company, LLC Dallas, TX United States Date Filed: 05/12/2026 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. CPN 106911 Design Procurement Agreement for Legacy Park Boulevard 24 inch Water Main Extension 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary RPG QVR, LLC Dallas, TX United States X Wagner, Jake Dallas, TX United States X Turner, Cheryl Dallas, TX United States X Chadim, Zach Dallas, TX United States X Carpenter, Seth Dallas, TX United States X Walsh Holdings Quail Valley, LLC Aledo, TX United States X Dorothy Doss 2002 Grantor Trust No 1 Dallas, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Seth Carpenter and my date of birth is My address is 400 S Record St., Ste. 1200 Dallas TX 75202 US (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Dallas County, State of TX on the 12 day of May 2026 (month) (year) Signature of au gent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.b6ef2aab City of Fort Worth, Mayor and Texas Council Communication DATE: 04/28/26 M&C FILE NUMBER: M&C 26-0306 LOG NAME: 60DPA LEGACY PARK BLVD WSIV 24 INCH WATER SUBJECT (CD 3) Authorize Execution of Design Procurement Agreement with Quail Valley Land Company, LLC, with City Participation in an Amount Up to $286,225.66, for Engineering Design and Construction Engineering Services for the Westside IV Water Main Extension in Legacy Park Boulevard Located in West Fort Worth RECOMMENDATION: It is recommended that the City Council authorize the execution of a design procurement agreement with Quail Valley Land Company, LLC, with City participation in an amount up to $286,225.66, for the engineering design and construction engineering services for the Westside IV water main extension in Legacy Park Boulevard located in West Fort Worth (City Project No. 106911). DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is for the City of Fort Worth (City) to participate with Quail Valley Land Company, LLC (Developer) in the engineering design and engineering services cost for a 24-inch water main extension along Legacy Park Blvd. from 1-20 to Old Weatherford Road. Developer is required to extend approximately 2,500 liner feet of an 8-inch water main as part of the development's frontage extension requirement. The City desires to oversize the 2,500 linear feet of 8-inch water main to 24-inches and to extend the 24-inch water main an additional 4,200 linear feet in order to provide additional capacity for future growth. The City's portion of the cost to design the water main extension will be 97% and the Developer's portion of the cost will be 3%. The estimated fee for the City's portion of the engineering design, topographic survey, easement document preparation, construction documents, and public bidding is $286,225.66. The table shows the cost sharing breakdown for engineering design cost between Quail Valley Land Company, LLC and the City. Cost Sharing Breakdown I Amount Quail Valley Land Company, LLC (3%) $8,852.34 City of Fort Worth (97%) $286,225.66 Total Engineering Design Cost $295,078.00 Quail Valley Land Company, LLC, has selected Dunaway Associates, LLC as the engineering consultant to perform the design of the project. Staff concurs that the fees charged by Dunaway are fair and reasonable for the work to be performed. The engineering design will be reviewed through the City's Infrastructure Plan Review Center (IPRC) process. This contract will be funded with current appropriations. Funding is budgeted in the Water & Sewer Bond 2017A Fund for the Water Department for the purpose of funding the Legacy Park Blvd 24-inch Water Main Extension project, as appropriated. Appropriations for the Legacy Park Blvd 24-inch WM project are as depicted in the table below. Fund --] 56011 - Water & Sewer Bond 2017A Fund Existing Appropriations $286,226.00 Additional Appropriations $0.00 Project Total $286,226.00 Project Total $286,226.00 $0.00 $286,226.00 *Numbers rounded for presentation purposes. Upon completion of the design, the construction of the project will be publicly bid. Staff will present an M&C to the City Council seeking approval for the City to enter into a Community Facility Agreement with City participation for the construction of the project. This project is located in COUNCIL DISTRICT 3. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Water & Sewer Bond 2017A Fund for the Legacy Park Blvd 24-inch WM project to support the approval of the above recommendation and award of the agreement. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by. Jesica McEachern 5804 Originating Business Unit Head: Chris Harder 5020 Additional Information Contact: Matt Kusnir 8219 Julie Perez 8226 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Quail Valley Land Company, LLC Subject of the Agreement: Design Procurement Agreement M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes 0 No ❑ If only specific information is Confidential, please list what information is Confidential and the page it is located. Form 1295 Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes 0 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 106911 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 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.