HomeMy WebLinkAbout066060 - Construction-Related - Contract - GRBK Edgewood LLCDocusign Envelope ID: 5E36137A-0346-8FF1-8221-AF65B431A479
CSC No. 66060
DESIGN PROCUREMENT AGREEMENT
FOR CHAPEL HILL WEST PHASE 1
(54 -INCH WATER MAIN ALONG FLEMING RANCH ROAD AND
BONDS RANCH ROAD)
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 GRBK Edgewood 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.
RFCITAT.C
WHEREAS, Developer is designing and constructing a residential development known as
Chapel Hill West Phase 1, Plats FP -24-065; and
WHEREAS, Developer is responsible for constructing portions of Fleming Ranch Road
and Bonds Ranch Road as part of the development; and
WHEREAS, the City has a 54 -inch waterline that the City will be constructing under the
future roadway improvements on Flemings Ranch Road and Bonds Ranch Road, and to avoid
having to reconstruct a new roadway and to assist Developer with meeting development timelines,
City and Developer intend to execute several agreements; and
WHEREAS, under this Agreement, the Developer's engineer will be assisting the City's
engineer as needed in the design of the 54 -inch water main alignment along Fleming Ranch Road
and Bonds Ranch Road, including but not limited to assisting with engineering plans, geotechnical
reports, environmental reports, and engineering responsibilities during the public bidding and
construction of the water main ("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 LJA Engineering ("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
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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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
$38,125.00; 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 LJA Engineering 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 -party 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 100% of the actual cost for the engineering services of
the Design Consultant for the Project, in a total amount not to exceed $38,125.00, as more
specifically detailed in the Level of Effort in Exhibit "C," which is attached hereto and
incorporated herein by reference.
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 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
an invoice from Developer to the City for the City's Share of the design cost. Developer
shall use the City's BIM 360 software to deliver all payment request and supporting
documents to the City. 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.
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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 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.
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
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
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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 party 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 DEA TH, TOANYAND ALL PERSONS, OFANYKIND OR CHARA CTER,
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 OFANYKIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMA GE OR LOSS
(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 CITI), 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:
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"DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF FORT WORTH AGAINST LIABILITY FOR ANY DAMAGE CA USED
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."
SECTION 5
INSURANCE
5.1 Developer shall maintain the insurance requirements set forth in Exhibit "D", which is
attached hereto and incorporated herein for all purposes.
5.2 Developer shall require in its contract with Design Consultant that City is listed as an
additional insured on Design Consultant's insurance policy.
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.
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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.
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.
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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
party's right to insist upon appropriate performance or to assert any such right on any future
occasion.
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:
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To the City:
Fort Worth Water Department
Attn: Matt Kusnir
100 Fort Worth Trail
Fort Worth, Texas 76102
Email: Matt.Kusnir@fortworthtexas.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:
GRBK Edgewood LLC
Attn: Aaron Guthrie
5501 Headquarters Drive, Suite 300W
Plano, Texas 75024
Email: aguthriekareenbrickpartners.com
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
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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
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
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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)
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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:
i
Jesica L. McEachern
Assistant City Manager
Date: 10/20/2026
RECOMMENDED BY:
ChiiJto jhei ffa - (ei-
Christopher H der (Oct 2, 2026 13:48:38 CDT)
Christopher Harder, P.E.
Water Department Director
APPROVED AS TO FORM AND
LEGALITY:
Jessika J. Williams
Assistant City Attorney
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ATTEST:
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Jarmette S. Goodall
City Secretary
Date: 10/20/2026
DEVELOPER:
GRBK Edgewood LLC
A Texas limited liability company
Signed by:
U.rn� ��/l. f✓
Date: 9/22/2026 1 1:50 PM CDT
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.
ME
Matt Kusnir, P.E.
Engineering Manager
AGREEMENT AUTHORIZATION:
M&C: N/A
Date approved: N/A
Form 1295: 2026-150413 2
OFFICIAL RECORD
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GRBK Edgewood LLC
EXHIBIT A
Chapel Hill West
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Legend
Council Districts
NAME
7 -Macy Hill
mChapel Hill West Line
JT
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Design Procurement Agreement for Chapel Hill West
54 -Inch Water Main, Flemings Ranch Road/Bonds Ranch Road
GRBK Edgewood LLC
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EXHIBIT B
LJA Engineering ("Design Consultant") has entered into a contract with GRBK Edgewood LLC
("Developer") to design the Project. The City of Fort Worth 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, 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.
DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF
FORT WORTHAGAINST LIABILITY FOR ANYDAMAGE CA USED BY OR RESULTING FR OMAN
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 CONSUL TANT EXERCISES CONTROL.
Design Consultant shall list City as an additional insured on Design Consultant's insurance policy (except
for professional liability and workers' compensation/employers liability).
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 this
section. City shall give Design Consultant reasonable advance notice of intended audits.
Design Consultant:
Name: yle Salzm
Title: Sr. Vice President
Date: 8/25/2026
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EXHIBIT C
LEVEL OF EFFORT
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EXHIBIT D
INSURANCE
1.01 Duty to Acquire and Maintain. Developer shall 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, and
covering all public risks related to this Agreement. 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) &/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
f. Worker's Compensation:
(1) As required by law
g. Employer's Liability_
(1) $1,000,000.00 per accident
1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk
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54 -Inch Water Main, Flemings Ranch Road/Bonds Ranch Road
GRBK Edgewood LLC
Docusign Envelope ID: 5E361 37A-0346-8FF1 -8221 -AF65B431A479
Manager, the City may at any time revise 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 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, Developer 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,
Developer 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.
1.11 Certificate of Insurance. Developer shall submit to the City a certificate of insurance
Design Procurement Agreement for Chapel Hill West Page 16 of 17
54 -Inch Water Main, Flemings Ranch Road/Bonds Ranch Road
GRBK Edgewood LLC
Docusign Envelope ID: 5E36137A-0346-8FF1 -8221 -AF65B431 A479
evidencing all required insurance coverage and any applicable endorsements.
Design Procurement Agreement for Chapel Hill West Page 17 of 17
54 -inch Water Main, Flemings Ranch Road/Bonds Ranch Road
GRBK Edgewood LLC
FORT WORTH®
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: GRBK Edgewood LLC
Subject of the Agreement: Design Procurement Agreement (DPA)
M&C Approved by the Council? * Yes ❑ No II
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 back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
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.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No 0
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
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 it 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.
2026-1504132
GRBK Edgewood LLC
Plano, TX United States
Date Filed:
08/18/2026
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.
104940-2, 104387, and 105382
Northside III - Phase II - 54 -Inch Water Transmission Main and Chapel Hill West - Phases I and II
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
Meritage Homes of Texas, LLC
Coppell, TX United States
X
GRBK Edgewood LLC
Plano, TX United States
X
Samuel, Bobby
Plano, TX United States
X
Guthrie, Aaron
Plano, TX United States
X
Su, Frank
Coppell, TX United States
X
5 Check only if there is NO Interested Party. o
6 UNSWORN DECLARATION
fay name is Aaron Guthrie , and my date of birth is 02/01/1980
My address is 5501 Headquarters Drive, Suite 300W Plano Tx 75024 USA
(city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Collin County, State of Texas , on the 18 day of August 20 26
(month) (year)
Si ature of authorr agent of contracting business entity
(Declarant)
Forms proviaeo oy i exas ttnlcs commission www.ethics.state.tx.us Version V4.1.0.4a4bf2cb