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HomeMy WebLinkAbout066067 - General - Contract - Castle Group Texas, LLCCSC No. 66067 MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT Fort Worth Public Improvement District No. 7 (Heritage) This MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas acting by and through its duly authorized Assistant City Manager, and CASTLE GROUP TEXAS, LLC, a Texas limited liability company, ("Contractor") acting by and through its duly authorized representative. RECITALS The following statements are true and correct and constitute the basis upon which the City and Contractor have entered into this Agreement: WHEREAS, pursuant to Chapter 372 of the Texas Local Government Code on September 26, 2000, the City Council of the City of Fort Worth adopted Resolution No. 2675 establishing Fort Worth Public Improvement District No. 7 ("District"); WHEREAS, the City is authorized to utilize the District to undertake improvements and services that confer special benefits on the part of the City within the District; WHEREAS, the City Council is authorized to levy and collect special assessments on property in the District, based on the special services conferred by the improvements and services, to pay the cost of such improvements and services; WHEREAS, the City desires to enter into a written agreement with Contractor for provision of certain improvements and services in the District, as more specifically set forth in this Agreement; WHEREAS, such improvements and services constitute a supplement to standard City services and an added increment of service to provide other special benefits and services which will enhance the vitality and quality of the District; WHEREAS, Contractor wishes to assist the City by providing, furnishing, or performing such improvements and services; and NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and agreements contained herein, the City and Contractor do hereby covenant and agree as follows: AGREEMENT 1. ENGAGEMENT OF CONTRACTOR. 1.1. The City hereby engages the Contractor, and the Contractor hereby agrees to provide, furnish, oversee, or perform in accordance with this Agreement the improvements and services set forth in Section 2 for the City's 2026-2027 fiscal year (October 1, 2026- September 30, 2027) ("Fiscal Year"). 2. IMPROVEMENTS AND SERVICES FOR THE DISTRICT. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 1 of 27 2.1. Scope of Contractor's Duties. Contractor will provide or cause to be provided those improvements and services ("Improvements and Services") set forth and subject to the Budget and Service Plan for the District, as approved by the City Council for this Fiscal Year ("Budget and Service Plan") (which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes), as may subsequently be amended, and the ordinance adopted by the City Council levying assessments on properties in the District for such Improvements and Services (which ordinance is a public document on file in the City Secretary's Office and is hereby incorporated for all purposes). All PID-funded Improvements and Services must also comply with and be limited to the eligible locations and improvement types described in Exhibit "D" — PID Eligible Locations and Improvement Criteria, which is attached hereto and incorporated herein for all purposes. Contractor will also comply with the following duties and responsibilities: a. Oversee the bidding and awarding of any third -party contracts for the above - referenced Improvements and Services in accordance with all applicable laws and the policy and guidelines set forth in the Policy for Operating Public Improvement Districts adopted by the City Council pursuant to Resolution No. 26-6397 ("PID Policy"), a copy of which Contractor hereby certifies it has received and which is incorporated herein by reference for all purposes. b. Monitor work performed by any subcontractors for any of the above -referenced Improvements and Services to ascertain that all such work is performed completely, professionally, and with the appropriate level of quality and to make whatever changes are necessary to achieve these objectives. c. Obtain, maintain, and pay for insurance necessitated by the above -referenced improvements and Services, as may be directed or reviewed by the City's Risk Manager. d. In accordance with Section 372.013 of the Texas Local Government Code and the PID Policy, prepare a Budget and Service Plan for the first five (5) years following the fiscal year covered by this Agreement, to be adopted by the advisory body for the District or other entity designated by the City and approved by the City Council, with any proposed Budget and Service Plan to include, at the very least, the following: i. Detailed, line item budget of the Management Fee (as defined hereinafter); ii. Summary of Improvements and Services provided in the prior year and highlights of accomplishments; iii. Plans for Improvements and Services over the next five years with highlights of major investments and expenditures; iv. If the plan calls for major investments and expenditures to include capital improvements as defined by the City's Capital Asset Policy, a project plan associated with the acquisition, design, and construction, of the project is also required. v. Projections of assessment rates; and vi. Assessment rates may differ among property classifications within the District (i.e., commercial versus residential). If they do, the Contractor must compute the benefit/expense ratio ensuring the amount paid by types of property is relative to the benefit received upon request by the City. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 2 of 27 e. Maintain a full and accurate accounting of disbursements for reimbursement from District revenues and all other financial reporting requirements set forth in the PID Policy, including, but not limited to, maintaining and providing original receipts for services performed under the Budget and Service Plan. f. Comply with all other duties and responsibilities set forth in the PID Policy. g. Coordinate with the Administrator (as hereinafter defined) to receive advance written approval by the Director of the City's Park & Recreation Department or his/her designee prior to any authorized construction or maintenance of capital improvements in any City park. Adherence to the City's capital improvements application process, as set forth by the City's Park & Recreation Department must be followed. The City within its reasonable discretion, reserves the right to require the PID, at its sole expense, to re -locate, repair and/or remove any PID funded improvements for purpose of carrying out a public service. Publish a newsletter (once per quarter in a month that does not contain a quarterly meeting set out below) for property owners within the District, informing them of news that is pertinent to the District, including, without limitation, upcoming meetings and events, project updates, future projects, and the like. Options for publishing may be allowed to be presented on the official PID district website or may be mailed. Conduct at minimum quarterly advisory board meetings open to the public, which will include, at a minimum: a published agenda; updates on activities occurring within the District including Ambassador Program updates, landscaping, City coordination issues, an overview of upcoming events and activities within District; financial updates (i.e., budget and year-to-date revenues and expenditures); and educational topics that benefit people within the District. At the request of the Contractor's president, arrange for guest presenters to attend meetings. i. Contractor will be required to publish the advisory board agendas on the official PID district website, take minutes at each advisory board meeting and provide those minutes to the Chief Transformation Officer of the FWLab Department or that person's authorized designee ("Administrator") upon request. ii. Contractor must pay the City all such non -assessment revenue generated from the District on or before September 30, 2027. iii. Grant initiatives supported through the PID must be PID-focused, align with the adopted Service and Assessment Plan, and be approved by the City prior to acceptance. Any required matching funds or maintenance of effort commitments must be clearly identified in advance and approved by the City. All grant funds secured on behalf of the PID must be expended and reported in accordance with City financial policies. iv. Annual Property Owner Budget Meeting. In addition to the quarterly advisory board meetings, Contractor shall annually conduct a public meeting (the Annual Property Owner Budget Meeting) for property owners within the District to review the proposed Budget and Service Plan, receive public comments, and encourage participation in the City's annual public hearing prior to City Council action on the Budget and Service Plan. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 3 of 27 Contractor shall mail written notice of this Annual Property Owner Budget Meeting to all property owners of record within the District in substantially the same manner as notice provided by the City pursuant to Section 372.013 of the Texas Local Government Code, including applicable Spanish -language notice requirements. Contractor shall provide the Administrator with documentation of the notice and meeting upon request. Create and maintain a dedicated District website that includes specific information about the District, including without limitation, the following: i. Resolutions passed by the City of Fort Worth Mayor and City Council establishing the District; ii. Map of the District; iii. Contact information for the Contractor and the Administrator, including e- mail addresses and phone numbers; iv. Updates on major activities and events occurring within the District v. District meeting, including advisory board meetings scheduled for the fiscal year, including times, locations, and agendas; vi. Meeting Minutes; vii. Current budget of the District; viii. Current Five -Year Service and Assessment Plan; and ix. Current year's assessment ordinance. k. Ensure that a live person is available to answer phone calls and emails from property owners, residents, and occupants of the District regarding services, activities, and general PID questions between normal or posted business hours (Monday through Friday from 8:00 am to 5:00 pm). The Contractor must return any phone calls and messages within 48 hours. If Contactor receives any non -assessment revenue generated from the District, including, but not limited to, event sponsorships, advertisements or grants, then the Contractor is responsible for ensuring that any such revenue is provided to the City to be receipted into the respective District fund, except as provided below. Funding generated from programs of CASTLE GROUP TEXAS, LLC that are separate from the PID would not be provided to the City. i. Contractor must submit such revenue on a monthly basis with the required report set forth in Section 6.3. ii. Contractor must pay the City all such non -assessment revenue generated from the District on or before September 30, 2027. iii. Grant Funds. Grant funds received by Contractor for PID-related activities may remain with and be administered by Contractor. Grant initiatives supported through the PID must be PID-focused, align with the adopted Service and Assessment Plan, and be approved by the City prior to acceptance. Any required matching funds or maintenance of effort commitments must be clearly identified in advance and approved by the City. 1. Contractor must report grant activity to the City quarterly, including grant funds received, expenditures, remaining balances, and the PID activities and benefits supported by the grant. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 4 of 27 m. Financial Review and Audit Requirements. Contractor must timely respond to requests for information and provide all documents, data, and information necessary to complete any review or audit required under this Agreement or the PID Policy. All records maintained by Contractor relating to District business and activities are subject to review or audit by the City or its auditors. i. Agreed -Upon Procedures (AUP). The District will be subject to an annual AUP engagement performed by an outside auditor selected by the City. The AUP will review selected District transactions and activities in accordance with the procedures established by the City. The cost of the AUP will be included in the District's annual Budget and Service Plan. ii. Contractor External Audit. If Contractor is required to obtain an annual external audit of its financial activities, Contractor shall provide the completed audit to the City. The cost of the external audit may be included in the District's annual Budget and Service Plan to the extent the audit relates to Contractor's administration of the District. iii. Contractor Cooperation. Contractor must cooperate with the AUP and any other City -authorized review or audit and provide requested supporting documentation. n. Procurement Requirements. Contractor shall maintain written procurement practices approved by the City and attached to this Agreement as Exhibit "E." At a minimum, Contractor's procurement practices shall include the following requirements: i. Under $10,000 per vendor, per fiscal year: No additional procurement documentation is required. ii. $10,000 to $99,999.99 per vendor, per fiscal year: Contractor shall maintain documentation demonstrating that the price is reasonable, including at least two vendor quotes or documented price comparisons. iii. $100,000 or more per vendor, per fiscal year: Contractor shall conduct and document a competitive review, including at least three vendor quotes or proposals, when reasonably available, and document the basis for vendor selection. If three quotes or proposals are not reasonably available, Contractor shall document the basis for proceeding with fewer. These requirements establish the minimum procurement standards applicable to Contractor's expenditure of District Funds. Contractor may adopt more restrictive procurement requirements, subject to City approval, but shall not adopt or apply requirements that are less restrictive than those set forth above. Any revisions to Contractor's procurement practices that affect the requirements of this Section must be submitted to and approved by the City and incorporated into Exhibit "E." o. Review the monthly financial reports to ensure compliance with the City's standards on budgetary controls and month -to -date and year-to-date expenditures. Contractor will not incur expenditures that exceed annual appropriations or available resources, including revenue and spendable fund balance. p. In conjunction with the Administrator, complete a mid -year fiscal review of District revenue and expenditure activity and projected year-end spending to confirm that Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 5 of 27 expenditures are expected to remain within annual appropriations and available resources. q. Designate one of its employees as the primary District manager. The Administrator reserves the right, in that person's sole reasonable discretion, to prohibit the designated employee from performing other job functions on behalf of or for the Contractor. r. Participate in meetings of City of Fort Worth departments including but not limited to FW Lab, Economic Development, Financial Management Services, Park & Recreation, Transportation and Public Works, and Internal Audit to coordinate District activities. s. Maintain a full and accurate accounting of disbursements for reimbursement from District revenues, providing the District advisory body or other entity selected by the City with a monthly accounting statement. t. Maintain complete set of all available historical records of all District activity to include resolutions, minutes of meetings, and agreements/contracts with other entities, grant applications, etc. from the beginning of the District to present. u. Work with all District committees to coordinate and handle all details associated with public events that are sponsored by District. v. Comply with all duties and responsibilities set forth in Exhibits A. B, C. D & E which are attached hereto and made a part of this Agreement for all purposes. w. The payment -in -lieu of services ("PILOS") that is set forth in the Budget and Services Plan is intended to act as supplementary funding to provide for the standard level of improvements and services within the PID as comparable to what would be provided by the City for the taxpayers generally. PILOS funding may not be used to fund any improvements or services that go beyond the standard level provided by the City (i.e., enhanced improvements or services). x. Contractor will work with the City's Park & Recreation Department to develop a maintenance allocation plan to ensure that the PILOS is used in accordance with the Budget and Service Plan. Any improvements and services not covered by the Budget and Service plan will be the responsibility of the City with the understanding that the City is not obligated to perform any improvements and services not authorized by the City Council or City Management. i. The PILOS shall be adjusted year over year effective fiscal year 2026 by adding an amount equal to a flat 3%, to the PILOS amount paid during the previous fiscal year. ii. In addition to the PILOS, the Park & Recreation Department may perform the following maintenance within City -owned parks: 1. Fiber installation 2. Pedestrian bridge repairs — includes addressing erosion around abutments ex 3. Trail and court repairs — replacing broken concrete panels, addressing trip hazards or unsafe concrete conditions 4. Routine inspections & repairs to play equipment — includes vandalism Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 6 of 27 5. Repairs to basketball goals 6. Repairs to shelters (pavilions) 7. Repairing/replacing park signs — only those that have been installed by PARD or under the direction of PARD 8. Repair lights 9. Repair Backstops 10. Repair tennis nets or replace nets and fence repair 11. Re -stripe parking lots 12. New Construction — Capital Improvements 2.2. Standard of Care; Nature of Relationship. Contractor will commence, carry on, and provide the Improvements and Services with all practicable dispatch, in a sound, economical, and efficient manner, in accordance with this Agreement and its attachments and all applicable laws. Contractor must ensure that any work on the Improvements and Services is properly coordinated with related work being performed by the City. Contractor represents that it has, or will secure, at its own expense, all materials, supplies, machinery, equipment, accessories, and services necessary to provide the Improvements and Services. Unless otherwise specifically provided herein, all of the Improvements and Services will be performed by the Contractor or under the Contractor's supervision. All personnel engaged by the Contractor must be fully qualified to perform those Improvements and Services delegated to them. 2.3. Security Services; Off -Duty Law Enforcement. Private Security Services. If the District elects to fund private security services, Contractor shall ensure that such services are provided in accordance with all applicable licensing requirements, laws, and the approved Budget and Service Plan. Contractor shall be responsible for the administration and oversight of any private security provider it employs or contracts with. Off -Duty Law Enforcement Personnel. If the District elects to utilize off -duty law enforcement officers for security services, Contractor shall coordinate those services through the Fort Worth Police Department's established off -duty employment program and comply with all applicable City policies, FWPD procedures, and administrative requirements, as amended from time to time. Contractor shall submit requests for reimbursement using the form and supporting documentation prescribed by the City. Hours worked and other required documentation shall be subject to verification by FWPD and review by the PID Administrator prior to reimbursement. Mileage associated with off -duty law enforcement services shall be reported to the PID Administrator in the manner prescribed by the City and shall also be subject to review prior to reimbursement. Nothing in this Agreement authorizes Contractor to direct or control the law enforcement duties or activities of an off -duty Fort Worth police officer. 3. CITY'S DUTIES AND RESPONSIBILITIES. 3.1. The City will provide the following services in connection with the operation of the District and the Contractor's performance under this Agreement: a. Levying and collecting assessments and recording the same in a separate revenue account; Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 7 of 27 b. Making payments to Contractor from special assessment revenues and other District revenues; c. Maintaining complete and detailed records concerning any expenditure of special assessment revenues and other District revenues, which are made through City departments, boards, or agencies; d. Maintaining complete and detailed records concerning any expenditure of special assessment revenues and other District revenues, which are made through City departments, boards, or agencies; e. Retaining and expending revenues from special assessments, penalties, interest, and investment income thereon solely in the District; f. Preparing an annual report of delinquent property assessments and liens thereon to be assigned to the City's delinquent tax collection attorney; g. Making regular reports concerning delinquent assessments and making billings thereon as necessary; h. Producing an annual assessment roll of property owners and property within the District; Adopting the annual budget of the District; Providing monthly budget to actual reports to the Contractor to facilitate a review of month -to -date and year-to-date financial activity; and k. Reporting and publishing the financial activity of the District in the City's audited financial statements. City's Park & Recreation Department ("PARD") will coordinate with the Administrator and PID Manager over the PID District (as hereinafter defined) to conduct a mandatory pre -work coordination meeting prior to commencing any work in City of Fort Worth owned park areas within the District. This meeting must be held to: Review and agree on the project scope and expected outcomes. Discuss and resolve any concerns related to project logistics, timelines, and potential Impacts on park users and amenities. m. PARD will notify the PID Manager immediately if there is any change in the scope of work during the execution of the project. Both parties must: i. Review and approve any changes in scope before any further work is carried out. ii. Document all changed, including the nature of the changes, the reasons for the changes, and any agreed -upon modifications to timelines or budget. 3.2. The City will have no financial obligation to the District other than levying and collecting the assessments levied in the District, except as provided in Section 3(c) above, and, pursuant to and in accordance with this Agreement, paying for Improvements and Services that Contractor performs in the District. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 8 of 27 3.3. Contractor understands and acknowledges that the District is not a separate legal entity; therefore, Contractor agrees that it will not create ownership of anything under the name of the District, including, but not limited to, assets, bank accounts, personal property, real property, and insurance policies. 4. AMENDMENTS. 4.1. This Agreement may not be amended unless executed in writing by both parties. 5. TERM 5.1. This Agreement is effective beginning on October 1, 2026 (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, expires on the later of September 30, 2027 or the date that all obligations of the City and Contractor have been met in accordance with the terms herein ("Term"). 6. FUNDING. 6.1. Management Fee. As full compensation for the provision of all Improvements and Services during the term of this Agreement, City will pay the Contractor a management fee of One Hundred Ninety -Two Thousand, Two Hundred and Five Dollars and No Cents ($192,205.00) in equal monthly installments ("Management Fee"), which is reflected in the Budget and Service Plan as the "Management Fee". The term Management Fee includes any and all administrative costs incurred by the Contractor to perform its duties and responsibilities under this Agreement, including, but not limited to, the insurance requirements set forth in Section 13, rent, office space, telephone charges (wired and wireless), office and general supplies, salaries, clerical costs, project management fees and costs, staff expenses, professional development, training, education, and the like. 6.2. Improvements and Services. City will reimburse the Contractor all actual and necessary expenses incurred to perform the Improvements and Services, exclusive of the Management Fee, up to the amount of each respective line item in the Budget and Service Plan. 6.3. Process for Payment. To receive payment under this Agreement, on or before the tenth (10th) day of each month that this Agreement is in effect, beginning in November of 2026, Contractor must submit a written report to the Director of the City's Financial Management Department or that person's authorized designee ("Administrator") detailing the Improvement and Services provided by Contractor for the prior month, inclusive of the monthly Management Fee, and any non -assessment revenue received by the Contractor. If the tenth (10th) of the month falls on a weekend or City holiday, then the deadline will be extended to the next day that the City is open for regular business. a. The written report must include documentation sufficiently demonstrating to the Administrator any sums paid by Contractor, a summary of any amounts awarded to vendors for contracts, year-to-date payments, original invoices, and any revenues received from non assessment revenue, together with all supporting documentation as requested by the Administrator. Acceptable proof of payment includes a bank statement, credit card statement, ACH/wire confirmation, or Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 9 of 27 cleared check image demonstrating invoices have been paid. Provided that all such necessary reports and supporting documentation have been provided to the Administrator, the City will pay the Contractor for all lawful expenses paid by Contractor within thirty (30) calendar days of receipt of all such written reports and supporting documentation. 6.4. Notwithstanding anything to the contrary herein, the City will not be required to pay Contractor any amount that exceeds the then -current balance of District revenues or that is not in accordance with the Budget and Service Plan for the then -current fiscal year. Contractor must pay or reimburse the City for any unauthorized expenses incurred that are not in accordance with the Budget and Service Plan for the then -current fiscal year, unless otherwise approved by the Administrator. City may withhold Management Fee payments due to the Contractor until such unauthorized expenses are reimbursed. Contractor will be responsible for all Internal Revenue Service reporting and administration requirements associated with paying vendors for services provided under the Budget and Service Plan. Contractor will not be reimbursed for any late fees or interest that accrues as a result of a late payment by the Contractor to a vendor or subcontractor. 6.5. Work Reports. Contractor must submit a quarterly work report to the Administrator. This work report must detail all of the Contractor's significant work activities in the District. The format of the report must be mutually agreed upon by the Contractor and the Administrator. Notwithstanding anything to the contrary herein, payments to Contractor may be withheld if the Administrator does not receive a report in a timely manner. The Administrator reserves the right to verify that the report is complete and accurate. 6.6. Insufficient District Funds. In the event that District revenues are not available or are insufficient for the City to make any payment to Contractor hereunder, the City will promptly notify Contractor. At Contractor's request, the City and the Contractor will meet and attempt to negotiate an amendment to this Agreement so that the scope of Improvements and Services may be reduced to correspond to the amount of District funds that are available or are anticipated to become available. If such an amendment cannot be successfully negotiated, Contractor will have the right to pay the deficit (on a non - reimbursable basis), in which case this Agreement will continue in effect. If such an amendment cannot be successfully negotiated and Contractor does not elect to fund the deficit, either party may terminate this Agreement upon thirty (30) days' advance written notice to the other party. 7. DISCRIMINATION PROHIBITED. 7.1. Contractor, in the execution, performance, or attempted performance of this Agreement, will not discriminate against any person or persons because of sex, race, religion, color, national origin, sexual orientation or familial status, nor will the Contractor permit its officers, agents, employees or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 (Employment Practices) of the Code of the City of Fort Worth, and Contractor hereby covenants and agrees that Contractor, its officers, agents, employees and subcontractors, have fully complied with all provisions of same and that no employee or applicant for employment has been discriminated against under the terms of such ordinances by either Contractor, its officers, agents, employees or subcontractors. 8. CONTRACTOR LIABILITY. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 10 of 27 8.1. Contractor hereby assumes full liability for any damages to any public or private property due to the negligence or willful misconduct of Contractor, its subcontractors, agents, permitees or assigns except to the extent caused by the negligence or willful misconduct of the City. 9. LIABILITY OF CITY; PERSONAL LIABILITY OF PUBLIC OFFICIALS. 9.1. No employee of the City, nor any other agent or representative of the City, will be personally liable for any damages caused by Contractor, its officers, agents, servants, employees, contractors and subcontractors or any other liabilities of Contractor under this Agreement or otherwise related to this Agreement. It is further expressly agreed that the City will not be liable or responsible for any damages caused by Contractor, its officers, agents, servants, employees, contractors and subcontractors or any other liabilities of Contractor under this Agreement or otherwise related to this Agreement, nor will the City be liable or responsible to Contractor or any other person for or on account of any stoppage or delay in the work herein provided for by injunction or other legal or equitable proceedings, or from or by or on account of any delay for any cause over which the City has no control. 9.2. CONTRACTOR MUST LIKEWISE INDEMNIFY AND HOLD HARMLESS THE CITY FOR ANYAND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 9.3. CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL SUITS OR CLAIMS FOR DAMAGES OR INJURIES, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ANY ACT OR OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, EMPLOYEES, OR SUBCONTRACTORS, AND THE CONTRACTOR DOES HEREBY ASSUME ALL LIABILITY AND RESPONSIBILITY FOR INJURIES, CLAIMS, OR SUITS FOR DAMAGES TO PERSONS OR PROPERTY, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, OCCURRING DURING OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT AS A RESULT OF ANY ACT OR OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES, OR SUBCONTRACTORS EXCEPT TO THE EXTENT THAT THE SAME IS CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY. SUCH INDEMNIFICATION MUST INCLUDE WORKERS' COMPENSATION CLAIMS OF OR BY ANYONE WHOMSOEVER IN ANY WAY RESULTING FROM OR ARISING OUT OF CONTRACTOR'S WORK, SERVICES AND OPERATIONS IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, OPERATIONS OF SUBCONTRACTORS EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY. 10. INDEMNIFICATION. 10.1. Insurance coverage specified herein constitutes the minimum requirements and such requirements will in no way lessen or limit the liability of Contractor under the terms of this Agreement. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 11 of 27 11. INDEPENDENT CONTRACTOR. 11.1. It is expressly understood and agreed that Contractor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor will 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. Contractor acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers, representatives, agents, servants, and employees, and Contractor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Contractor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City will in no way be considered a co -employer or a joint employer of Contractor or any employees, representative, agents, servants, officers, contractors, subcontractors, or volunteers of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor will be entitled to any wages or employment benefits from the City. Contractor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. 12. INSURANCE. 12.1. Contractor will not commence work under this Agreement until it has obtained and received approval from the City of all insurance coverage required hereunder. Contractor will be responsible for delivering to the Administrator a certificate or certificates of insurance demonstrating that Contractor has obtained the coverages required under this Agreement. The minimum insurance required of Contractor, throughout the term of this Agreement, is as follows: a. WORKER'S COMPENSATION INSURANCE: Contractor must maintain statutory Worker's Compensation Insurance on all of its employees engaged in undertaking any Improvements and Services hereunder. In case any class of employees engaged in hazardous work under this Agreement is not protected under the state's Worker's Compensation statutes, Contractor must provide adequate employer's general liability insurance for the protection of such employees not so protected. b. COMPREHENSIVE GENERAL LIABILITY INSURANCE: Contractor must maintain a commercial general liability insurance policy in an amount of not less than $1,000,000 covering each occurrence with an aggregate limit of not less than $2,000,000. c. AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE: Contractor must maintain comprehensive automobile liability coverage in an amount not less than $1,000,000 for each accident. This policy must cover any automobile used in the provision of Improvements and Services under this Agreement including the use of off -duty police officers not acting in a law enforcement capacity. d. LAW ENFORCEMENT LIABILITY INSURANCE: If the Contractor hires off -duty police officers to act as security personnel as part of the Services herein, then Contractor agrees to provide general liability insurance coverage for the officers. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 12 of 27 When off -duty officers act in a law enforcement capacity, the officers will be covered under the City. 12.2. Additional Requirements. a. Where applicable, insurance policies required herein must be endorsed to include City as an additional insured as its interest may appear. Additional insured parties must include employees, representatives, officers, agents, and volunteers of City. b. The Workers' Compensation Insurance policy must be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such insurance must cover employees performing work on any and all projects. Contractor or its contractors must maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Contractor must maintain the coverage on such contractor, if applicable, for each applicable contract. c. Any failure on the part of City to request certificate(s) of insurance will not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. d. Insurers of Contractor's insurance policies must be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers must be acceptable to City insofar as their financial strength and solvency and each such company must have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by City. e. The insurer be represented by an agent or agents having an office located within the Dallas- Fort Worth metropolitan area. Each such agent must be duly qualified, upon whom service of process may be had, and must have authority and power to act on behalf of the insurance company to negotiate and settle with the City, or any other claimant, any claims that the City, or any other claimant, or any property owner may have against the Contractor or insurance company. The name of the agent or agents will be set forth on all certificates of insurance. f. Deductible limits on insurance policies must not exceed $10,000 per occurrence unless otherwise approved by City. g. In the event there are any local, federal, or other regulatory insurance or bonding requirements for Contractor's operations, and such requirements exceed those specified herein, the former will prevail. h. Contractor must require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Contractor must require its contractors and subcontractors to provide Contractor and City with certificate(s) of insurance documenting such coverage. Also, Contractor must require its subcontractors to have City and Contractor endorsed as additional insureds (as their interest may appear) on their respective insurance policies. i. All policies must provide that they may not be changed or canceled by the insurer in less than five (5) business days after the City has received written notice of such change or cancellation. Such insurance amounts may be revised upward at City's request, and Contractor must revise such amounts within thirty (30) calendar days after receipt of such request. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 13 of 27 13. TAXES. 13.1. Contractor must pay all federal, state, and local taxes that may be chargeable on any Improvements and Services provided hereunder or otherwise in relation to Contractor's duties and obligations hereunder. 14. PERMITS AND LICENSES. 14.1. Contractor must obtain or cause any of its contractors and subcontractors to obtain and pay for any necessary permits and licenses, whether issued by the state, county or City, before proceeding with any work hereunder that requires any such permits. 15. CHARACTER OF WORK AND OPERATIONS. 15.1. Contractor and Contractor's employees, contractors, and subcontractors must be competent and careful workmen skilled in their respective trades. Contractor will not employ any person who repeatedly engages in misconduct or is incompetent or negligent in the due and proper performance of its duties or has been convicted of any crime of moral turpitude. The City retains the right to require the Contractor to remove any employee who is guilty of misconduct toward the public or is in any way discourteous to the public. The Improvements and Services are being performed for the public benefit, and it is necessary that it be performed in an acceptable manner and at a satisfactory rate of progress. 15.2. Contractor must, at all times, maintain its equipment in a clean and serviceable condition. All equipment must be properly licensed and inspected and clearly marked with the Contractor's name and telephone number. 16. ASSIGNMENT AND SUBCONTRACTING. 16.1. Contractor will have the right to subcontract for the provision of any Improvements and Services authorized hereunder so long as the subcontract is in writing. Contractor must provide the Administrator with a final executed copy of all subcontracts. The existence of a subcontract will not relieve Contractor of any responsibility or liability to the City under this Agreement. Otherwise, Contractor may not assign, transfer, or convey any of its duties and responsibilities under this Agreement to another party without the advance written approval of the City and execution by such party of a written agreement with the City under which such party agrees to be bound by the duties and obligations of Contractor under this Agreement. 17. TERMINATION. 17.1. All terms, conditions, and provisions of this Agreement are considered material, and Contractor's failure to perform any part of this Agreement constitutes an event of default hereunder. Should the Contractor fail to fully cure any default hereunder within fourteen (14) calendar days after receipt from the City of written notice of the default (or, provided that Contractor has diligently commenced and continuously attempted cure within such time, such additional time as may be reasonably necessary to fully cure the default), the City may, at its option and in addition to any other remedies available to it under law or in equity, terminate this Agreement by providing written notice to Contractor. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 14 of 27 17.2. Notwithstanding the foregoing, City may terminate this Agreement for any reason upon thirty (30) calendar days' prior written notice to Contractor. In the event of any termination, any work in progress will continue to completion unless specified otherwise in the City's termination notice. The City will pay for any such work in progress that is completed by Contractor and accepted by the City. 18. COOPERATION WITH CITY. 18.1. Contractor must, at such time and in such form as City may require, furnish periodic information concerning the status of the Improvements and Services and such other statements, certificates, and approvals relative to the same as may be requested by the City. Contractor must meet with the Administrator or other City officials as may be requested to discuss any aspect of this Agreement. 19. BOOKS AND RECORDS; AUDITING RIGHTS. 19.1. Contractor must maintain complete and accurate records with respect to all expenditures and costs incurred for all Improvements and Services provided hereunder. All such records must be clearly identified and readily accessible to the City. Contractor must provide representatives of City or its appointees free access to such records, at all proper times, in order that they may examine and audit the same and make copies thereof. Contractor must further allow the City and its representatives to make inspections of all work data, documents, proceedings, and activities related to this Agreement. Such right of access and audit will continue for a period of three (3) years from the expiration or termination under this Agreement. The City will also have the right to conduct a performance audit and evaluation of Contractor at such times as the City deems necessary. Contractor must fully cooperate with any such performance audit. The City may employ consultants at the City's expense to assist City in such performance audit. Contractor agrees to give the City and its consultants access to all reports, data, schedules and other relevant information that may be required to conduct such performance audit. 19.2. Contractor further agrees to include in any contractor and subcontractor agreements hereunder a provision to the effect that the contractor and subcontractors agree that the City will, until the expiration of three (3) years after the expiration or termination of the contract or subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such contractor or subcontractor involving transactions of the contract or subcontract, and further that City will have access during normal working hours to all contractor and subcontractor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City will give the contractor and subcontractor reasonable advance notice of intended audits. 20. NOTICES. 20.1. Any notices, bills, invoices, or reports required by this Agreement will be conclusively determined to have been delivered three (3) business days after deposit in the United States mail, in a sealed envelope with sufficient postage attached, to the addresses listed below or such other addresses as may from time to time be provided to the other party: City: Contractor: City of Fort Worth CASTLE GROUP TEXAS, LLC Attn: PID Administrator Attn: Will Delgado Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 15 of 27 FWLab 100 Fort Worth Trail Fort Worth, Texas 76102 Copy to: City Manager and City Attorney 100 Fort Worth Trail Fort Worth, Texas 76102 6860 North Dallas Pkwy Plano, TX 75024 21. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. 21.1. 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. 21.2. Contractor is also subject to the City's Donations Policy and Records Retention Schedule, which the City will make available upon request, which includes, but is not limited to, the requirement that all records subject to any litigation, claim, negotiation, audit, public information request, administrative review or other action involving such records not be destroyed until the completion of the action and the resolution of all issues arising from the action (including any seed money received by the Contractor from the City for the benefit of the District). Furthermore, fiscal records must be retained based on final date of repayment, if the repayment date is beyond the end of the Term. 22. GOVERNMENTAL POWERS. 22.1. It is understood that the City does not waive or surrender any of its governmental powers or immunities by execution of this Agreement. 23. NO WAIVER. 23.1. 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 does not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND CHOICE OF LAW. 24.1. 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 will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement will be construed in accordance with the laws of the State of Texas. 25. NO THIRD -PARTY RIGHTS. 25.1. The provisions and conditions of this Agreement are solely for the benefit of the City and Contractor and are not intended to create any rights, contractual or otherwise, to any other person or entity. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 16 of 27 26. INTERPRETATION. 26.1. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 27. CAPTIONS. 27.1. Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 28. COUNTERPARTS. 28.1. This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all of which will constitute one instrument. 29. NO BOYCOTT OF ISRAEL. 29.1. If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Contractor 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. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. 30.1. Contractor acknowledges that, in accordance with Chapter 22764 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 Contractor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 22764 of the Texas Government Code. To the extent that Chapter 22764 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. PROHIBITION ON DISCRIMINATION AGAINST FIREARMS AND AMMUNITION INDUSTRIES. 31.1. Contractor acknowledges that except as otherwise provided by Chapter 22764 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 Contractor 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 Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 17 of 27 discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity", and "firearm trade association" have the meaning ascribed to those terms by Chapter 22764 of the Texas Government Code. To the extent that Chapter 22764 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (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. 32. ENTIRETY OF AGREEMENT. 32.1. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor 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. (Signature Page Follows) Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 18 of 27 EXECUTED in Fort Worth, Tarrant County, Texas as of the date indicated below: City: ova �r(0AGt By • Danaana Bur 21, 2 2613:36:00 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: 10/21/2026 CASTLE GROUP TEXAS, LLC: W/ By: / 61p(Oct 21, 2026 09:00:10 EDT) Name: Will Delgado Title: President Date: 10/21/2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: C41J- By: Christianne Simmons (Oct 21, 2026 09:11:58 CDT) Name: Christianne Simmons Title: Chief Transformation Officer Approved as to Form and Legality By: Name: Taylor Paris Title: Sr. Assistant City Attorney Contract Authorization: M&C: 26-0918 (September 15, 2026) Form 1295: 2026-1490614 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. By: Lacey aw5„rl•�n/. Ni@forlwoMtexes 9�v(0d 21.200408,04A2 COT) Name: Lacey M. Ruiz Title: Management Analyst II City Secretary: FogTna I\ /%%pv O Pv; 0=0 aka*�a oo*1a $a9eas aartnnnBzo54 By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 19 of 27 EXHIBIT "A" BUDGET AND SERVICE PLAN City of Fort Worth Service and Assessment Plan Public Improvement District No. 7 - Heritage FY 27 FY 28 FY 29 FY 30 FY 31 REVENUES PID Assessments $ 2.013,117 $ 2.037,114 $ 2.125,850 S 2,243.204 $ 2,389.343 COFW Assessments 23,900 20,707 20,707 20,707 20,707 COFW Payment In -Lieu of Services 274,050 282,272 290.740 299.462 308.446 PID Generated Revenue 1,050 1,050 1,050 1.050 1.050 Total Budgeted Revenues S 2,312,117 $ 2,341,143 $ 2.438,347 $ 2,564.423 S 2,719,546 Us:: ;A rut';; 6slan::e S 168,483 $ 152,650 $ _ E6.057 Total Revenues S 2,480,600 $ 2,493,793 $ 2.438,347 S 2,620.480 $ 2,719,546 EXPENSES City Administrative Fee 46,242 46,823 48.767 51,288 54.391 Management Fee 192,205 197,971 199,951 201.950 203.970 Association Employee 68,694 70,755 71,462 72.177 72.899 Landscaping 1.059,527 1.060,000 1.090.000 1,120,000 1,150.000 Common Area Maintenance 140,806 144,000 145.000 250.000 300.000 Security 102,173 104,216 105,259 106.311 107.374 Utitilies 283,850 283,500 286,335 289,198 292.090 Captial Improvements 484,420 483,846 139,460 425.025 350.000 Public Events 92,000 92,000 92,920 93.849 94.788 Audit & Compliance 10.683 10,682 10.681 10,680 10.679 Total Budgeted Expenses $ 2,480,600 $ 2,493,793 $ 2,189,835 $ 2,620.480 $ 2,636,191 Contribution to Fund Balance S S $ 248.512 _ S 83.355 Total Expense S 2,480,600 $ 2,493.793 $ 2.438,347 S 2,620.480 S 2,719.546 Net Change in Fund Balance S (168,483) $ (152,650) $ 248,512 S (56.057) $ 83,355 Estimated Fund Balance, Beginning of Year S 754,669 $ 586,186 $ 433.536 S 682.047 S 625.991 Estimated Fund Balance, End of Year 586,186 433,536 682.047 625.991 709.346 Reserve Requirement 415,715 365,045 436.834 439.453 439.453 Over (Under) Reserve S 170,471 $ 68,490 $ 245,213 $ 186,538 $ 269,893 *FY2027 Assessment Rate = $.145 Residential/ $.145 Commercial Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 20 of 27 EXHIBIT "B" INFORMAL ADVISORY BOARD MEMBER INFORMATION AND APPOINTMENT PROCESS 1 Brian Black 2 Jennifer Samuels 3 Marjorie Wofford 4 Keith Simpson 5 Eli Sanders 6 John Crawford 7 Vacant The above -stated board members will transition to the appointment process defined below beginning in October 2026. If there are current vacancies at that time, they will be addressed and updated as part of the midyear adjustment. More generally, any subsequent changes in board composition will also be reflected through the midyear adjustment process. Purpose: The Informal Advisory Board is established to provide input on the Service and Assessment Plan (SAP) and other matters related to the Public Improvement District (PID). The Board serves in an advisory capacity only; all final decisions remain under the authority of the City Council. The composition and eligibility criteria of informal advisory bodies are determined and managed by the City, which retains the right to review, amend, or revise them to ensure alignment with City policy and appropriate representation of assessed property owners. Eligible members must be property owners or assessment payers within the PID, or serve in a role of direct interest, meaning they have a fiduciary duty or recognized governance responsibility on behalf of assessed property owners. Board Composition: The Informal Advisory Board shall be composed of seven (7) members. To ensure balanced representation, the Board should reflect both commercial and residential property interests within the district. If board membership overlaps with that of an Incorporated Neighborhood Council (INC) or Homeowner Association (HOA) board, at least two additional, non-INC/HOA board members must be included to ensure representation of both commercial and residential interests within the district. If no eligible or interested residential/commercial representatives are available at the time of appointment, the sixth and seventh seat may remain vacant until such interest arises. The PID Manager may submit recommendations to the City regarding Board composition in order to reflect a proportionate representation of the diverse interests present within the PID. Appointment Process: Advisory Board members are selected by the sitting Board. In the event of a vacancy, remaining Board members shall review applications submitted by eligible property owners, assessment payers, or individuals with a direct interest, and select a replacement through a majority vote. In the event of a tie, the outcome shall be determined by a simple majority vote of Advisory Board members not subject to the current election. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 21 of 27 Terms : Advisory Board members shall serve staggered two-year terms to promote continuity. Members may be reappointed for additional terms, subject to continued eligibility and City review. For any matters or process questions not specifically addressed herein, please contact the PID Management Company and the City PID Administrator for guidance. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 22 of 27 EXHIBIT "C" ALLOCATION METHODOLOGY This memo serves as a confirmation of the agreed -upon resolution regarding the allocation methodology for shared expenses related to Castle Group Texas, LLC's management of the Public Improvement District 7 — Heritage, as well as the Heritage Homeowners Association's (HOA), own private operations. Castle Group is a private, for-profit organization dedicated to managing PID 7 — Heritage, and the Heritage HOA (a non-profit organization) dedicated to overseeing the Heritage community. PID 7 — Heritage and the Heritage HOA boundaries encompass the same land area. Castle Group contracts with the City of Fort Worth to manage the annual improvements and services for the PID pursuant to this Agreement. As part of the Agreement, the City reimburses Castle Group for all actual and necessary expenses incurred to perform the improvement and services of the PID. Castle Group also contracts with the Heritage HOA to manage the HOA operations. Because certain common Castle Group operations are funded by both PID funds and HOA funds, it is important to set forth the allocation methodology for sharing those expenses so that the City can ensure that the PID funds are not being expended to subsidize the operations of the Heritage HOA. As such, the City's Department of Economic Development, in coordination with Castle Group, has agreed to the following cost allocation methodology: Salary — Castle Group Maintenance Worker: 100% PID 7 - Heritage *Allocated by 40 Hours per week hourly rate Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 23 of 27 EXHIBIT "D" PID ELIGIBLE LOCATIONS AND IMPROVEMENT CRITERIA 1. Applicability and General Standard This framework applies solely to Operating Public Improvement Districts located in residential areas containing HOA-managed common areas and does not establish eligibility for privately owned property generally. PID-funded maintenance and repair shall be limited to improvements authorized under Texas Local Government Code 372.003 and located within the Eligible Locations shown on the map attached as Exhibit D-1 to this Agreement, which reflects the eligible geographic areas identified through the then -current Service and Assessment Plan ("SAP"). The Eligible Locations shown on the map establish the geographic areas within which PID-funded improvements may occur. Individual improvements, including fencing, irrigation, and landscaping, are not required to be separately depicted on the map, provided they are located within or directly serve a mapped Eligible Location and serve a district -wide public function and confer a special benefit on the PID as a definable part of the City pursuant to Texas Local Government Code 372.003(a). Eligibility is determined by: • Location: The improvement is located within or directly serves an Eligible Location shown on the map attached as Exhibit D-1 to this Agreement; and Improvement: The improvement meets the applicable criteria below, serves a district - wide public function, and confers a special benefit on the PID as a definable part of the City consistent with Texas Local Government Code 372.003. Mere adjacency does not establish eligibility, and PID funds shall not be used outside mapped Eligible Locations unless expressly authorized by City Council. 2. Eligible Locations and Improvements HOA-owned or residential privately owned property may qualify only where both location and improvement criteria are met. Ownership alone does not establish eligibility. Eligible improvements are limited to the following types of authorized public improvements under Texas Local Government Code 372.003: A. Street Corridor Areas: Landscaped or improved areas associated with major arterials, collector streets, or locally significant streets forming part of the mapped corridor system, including fencing, irrigation, landscaping, and similar features. Eligible fencing is limited to improvements that directly abut the corridor and are visible as part of the corridor system. Interior or non -corridor fencing is not eligible. B. District Entrance Features: Subdivision entrance monuments, fencing, signage, and associated landscaping serving as primary district entry features and located within Eligible Locations. Private property requires written owner authorization. C. Trail and Connectivity Systems: Areas that are accessible to assessed property owners, function as part of a continuous pedestrian or landscape corridor and connect to other Eligible Locations. Isolated or HOA-exclusive amenities are not eligible. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 24 of 27 D. Public Access Easement Areas (if applicable) Privately owned areas subject to recorded public access easements 3. Eligible Activities PID funds may be used for maintenance, repair, and approved capital improvements of eligible improvements, subject to the Service and Assessment Plan and City approval. 4. Funding and Limitations Inclusion on the SAP map does not guarantee funding or approval. All expenditures are subject to annual PID Board recommendation, City Council approval, and available revenues. Eligibility does not create a City maintenance obligation. If funding is not approved or available, responsibility remains with the HOA or property owner. PID funds shall not be used for the general benefit of private property. 5. HOA and Property Owner Responsibility HOA-owned or privately owned property and improvements that do not satisfy the eligibility requirements of this Exhibit remain the responsibility of the HOA or property owner, as applicable. The use of PID funds for an eligible improvement does not create an ongoing City or PID obligation to maintain, repair, or replace the improvement. The applicable property owner remains responsible for maintaining any required insurance coverage and for claims involving damage or loss to privately owned property, except as otherwise expressly agreed to by the City in writing. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 25 of 27 Yaliiwl` a .vtl.ta/ rise-dt1MiYCY1Nf".d•C3l j is •1 f _ J6E! ^", . Ley - - ♦Y s. ,r.. .i ,': JT' r ��♦ INMr M,� T. 1�IE/iw nu ti a. - �•Y'� - - LONE .a a. - Ysltfl. 0ce oric, BExF'Y 1. yy'riTI1 iip�p� .1+.. � her .`^r�,��'L" „ '"""�..°� Y .ti. � Meu�•E ...+� b ii! • IIOAKff t� p., - ! t y{ ;EVAf . {L. wn Tun* n ; ,MME: fil• .'� r CP(iE�Fq :_-uy{y,. .r i _ $ ,BAR. ' 7 ca}Z .Nfltfv' TCAf aK wm -r.. ,e. jq i ? _ I..rs-. - u.•.., SQL. t._j , 4- 1 ' I :-- • tt r EXHIBIT "E" PROCURMENT REQUIRMENTS The City and Management Company will work collaboratively during the fiscal year to develop and refine applicable procurement requirements. Any finalized requirements will be incorporated into the agreement for the following fiscal year. Management and Improvement Services Agreement with CASTLE GROUP TEXAS, LLC for PID 7 Heritage 27 of 27 FORT WORTH, MAYOR AND COUNCIL COMMUNICATION 12.5 PID07 FY27 DATE: 09/15/26 M&C FILE M&C 26-0918 NUMBER: DEPARTMENT: FWLAB SUBJECT (CD 4 and CD 10) Conduct Public Benefit Hearing for Fort Worth Public Improvement District 7 - Heritage; Adopt the Attached Ordinance (1) Approving and Adopting the Fiscal Year 2026- 2027 Budget, Five -Year Service Plan, Assessment Plan, and Tax Year 2026 Assessment Roll, and (2) Levying Special Assessments for the 2026 Tax Year at a Rate of $0.145 Per Each $100.00 of Residential Property Value and $0.145 Per Each $100.00 of Commercial Property Value; Authorize Execution of Agreement with Castle Group Texas, LLC, in the Amount of $192,205.00 to Manage the Public Improvement District; and Adopt Appropriation Ordinance (PUBLIC HEARING - a. Staff Available for Questions: Lacey M. Ruiz; b. Public Comment; c. Council Action: Close Public Hearing and Act on M&C) RECOMMENDATION It is recommended that the City Council: 1. Conduct a public benefit hearing concerning the proposed special assessments on the property located in Fort Worth Public Improvement District 7 - Heritage for the 2026 tax year; 2. Adopt the attached ordinance (1) approving and adopting the fiscal year 2026-2027 budget in the amount of $2,480,600.00, five-year service plan, assessment plan, and tax year 2026 assessment roll (on file with the City Secretary) for the Heritage Public Improvement District; and (2) levying special assessments on privately -owned property located in the Heritage Public Improvement District for the 2026 tax year at the rates of $0.145 per each $100.00 of residential property value and $0.145 per each $100.00 of commercial property value (Service Assessment Plan and Assessment Ordinance); 3. Direct the City Secretary to record a copy of the Service Assessment Plan and Assessment Ordinance in the real property records of Tarrant County, Texas no later than the seventh (7th) day after adoption by the City Council; 1 of 4 FORT WORTH, 4. Authorize the execution of an agreement with Castle Group Texas, LLC, in the amount of $192,205.00 to provide management of the improvements and services for the Heritage Public Improvement District during Fiscal Year 2026-2027, including Eligible Locations map and associated eligibility requirements; and 5. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Fort Worth Public Improvement District 7 - Heritage Fund in the amount of $2,480,600.00, of which (1) $2,312,117.00 is from available funds and (2) $168,483.00 is from available unreserved fund balance. DISCUSSION On September 26, 2000, the City Council adopted Resolution No. 2675 establishing Fort Worth Public Improvement District No. 7 - Heritage (Heritage PID). The purpose of this benefit hearing is to receive comments from the public regarding the Fiscal Year 2026-2027 budget and five-year service plan for the Heritage PID and the proposed assessments to be levied on each privately -owned property in the Heritage PID for the 2026 tax year. Following the public hearing, it is recommended that the City Council take the following actions: adopt the attached ordinances (1) approving and adopting the budget, five-year service plan, assessment plan, and assessment roll; (2) levying the proposed assessments; and (3) appropriating funds. The improvements and services to be provided in the Heritage PID during the Fiscal Year 2026-2027 and the costs thereof are as follows: Fiscal Year 2027 Budget Improvements Total Budgeted Cost City Administrative Fee $46,242.00 Management Fee 192,205.00 Association Employee 68,694.00 Landscaping 1,059,527.00 Common Area Maintenance 140,806.00 Security 102,173.00 Utilities 283,850.00 Capital Improvements 484,420.00 Public Events 92,000.00 Audit & Compliance 10,683.00 Total Expense $2,480,600.00 The total budgeted costs of the improvements are in the amount of $2,480,600.00. Of this amount, $2,013,117.00 will be funded by assessments collected on privately owned parcels 2 of 4 FORT WORTH, located in the Heritage PID by applying a rate of $0.145 per each $100.00 of property value for residential property and $0.145 per each $100.00 of property value for commercial property, representing an increase of two cents over the prior year. The remainder of the costs in the amount of $467,483.00 will be funded by other revenue sources including: (a) $274,050.00 in direct payments from the City for payment in lieu of services (b) $23,900.00 in direct payment from the City for payment in lieu of assessments, which are calculated at the same rate as privately -owned parcels (c) $168,483.00 transferred from the unaudited, unassigned fund balance, and (d) $1,050.00 in revenues generated by Heritage PID activities. On August 25, 2026, the City Council conducted a public hearing to receive comments on the proposed 2026-2027 Fiscal Year Budget, Five -Year Service Plan, and 2026 Assessments for the Heritage PID. Notice of the August 25, 2026, benefit hearing and this hearing were published in the Fort Worth Star -Telegram and mailed to all owners of property on record in the Heritage PID on August 14, 2026, in accordance with state law. Funding will be budgeted within the FWPID #7 - Heritage Fund for Fiscal Year 2027. The Heritage PID is located in COUNCIL DISTRICTS 4 & 10. This contract requires a Form 1295. FISCAL INFORMATION/ CERTIFICATION The Director of Finance certifies that upon approval of the above recommendations and adoption of the Fiscal Year 2027 Budget by the City Council, funds will be available in the Fiscal Year 2027 operating budget, as appropriated, in the FWPID #7 - Heritage Fund. Prior to an expenditure being incurred, the FWLab has the responsibility to validate the availability of funds. SUBMITTED FOR CITY MANAGER'S OFFICE BY: Christianne Simmons, # 6222 ORIGINATING BUSINESS UNIT HEAD: Christianne Simmons, # 6222 ADDITIONAL INFORMATION CONTACT: Brady Kirk, # 8712 ATTACHMENTS 1. CONFIDENTIAL - PID 07 FID Table FY27 [12.5.1 - 1 page] 2. PID 07 F Y 27 SAP DRAF Tv FINAL [12.5.2 - 3 pages] 3. PID 07 Ortho Map [12.5.3 - 1 page] 4. CONFIDENTIAL - PID 07 Form 1295 [12.5.4 - 1 page] 5. PID 07 SAP and Assessment Ordinance FY27 [12.5.5 - 11 pages] 6. 03PID07 FY27 AO [12.5.6 - 1 page] 3 of 4 FORT WORTH:. 7. CONFIDENTIAL - 03 PI D 07 F Y 27 funds availability [12.5.7 - 1 page] 4 of 4 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Castle Group Texas, LLC Subject of the Agreement: Management of PID 07 (Heritage) for FY27 M&C Approved by the Council? * Yes © No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No IZI If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No IZI If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 10/01/2026 If different from the approval date. Expiration Date: 09/30/2027 If applicable. Is a 1295 Form required? * Yes © No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes © No O 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.