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Developer and Project Information Cover Sheet:
Developer Company Name: Hillwood Alliance Services,LLC
Address, State,Zip Code: 13600 Heritage Parkway, Suite 200 1 Fort Worth,TX 76177
Phone,E-Mail: (817)224-6000,russell.laughlin @hillwood.com
Authorized Signatory/Title: L. Russell Laughlin, Senior Vice President,Properties Division
Project Name and Brief Description: Paving,Drainage& Street Light Improvements to serve Alliance
Town Center North Ph. 3—Amador Drive
Project Location: North of Heritage Trace Pkwy.,between 1-35W and Old Denton Rd.
Plat Case No.: FP-13-087 Plat Name: Amador Drive Right-Of-Way,Alliance Town Center
Council District: 4 City Project No: 02253
CFA: 2014-037 DOE: 7207
To be complete by staff ,.
Received by: N (�,:�1.� Date:
OFFICIAL 1REC,*M
Combined CFA Agreement—Revised January 01 4 , ��N n RECEIVED AUG 4 2g14
COMMUNITY FACILITIES AGREEMENT
THE STATE OF TEXAS § City Secretary
COUNTY OF TARRANT § Contract No.
WHEREAS, the undersigned Developer ("Developer") desires to make certain
specific improvements as described below and on the exhibits attached hereto
("Improvements") related to a project generally described as Alliance Town Center North
Ph. 3 —Amador Drive ("Project")within the City of Fort Worth, Texas ("City"); and
WHEREAS, the City has no obligation to participate in the cost of the
Improvements or Project; and
WHEREAS, any future City participation in this CFA is subject to the availability
of City funds and approval by the Fort Worth City Council and shall be memorialized as an
amendment to this Agreement; and
WHEREAS, the Developer and the City desire to enter into this Community
Facilities Agreement ("CFA" or "Agreement") in connection with the Improvements and the
Project.
NOW,THEREFORE,For and in consideration of the covenants and
conditions contained herein,the City and the Developer do hereby agree as follows:
General Requirements
A. The Policy for the Installation of Community Facilities ("Policy") dated March
2001, approved by the City Council of the City of Fort Worth, as amended, is
hereby incorporated into this Agreement as if copied herein verbatim.
Developer agrees to comply with all provisions of said Policy in the
performance of its duties and obligations hereunder and to cause all
contractors hired by Developer to comply with the Policy in connection with
the work performed by said contractors.
B. Developer shall provide financial security in conformance with paragraph 6,
Section II, of the Policy and recognizes that there shall be no reduction in the
collateral until the Project has been completed and the City has officially
accepted the Improvements. Developer acknowledges that the said
acceptance process requires the Developer's contractor(s) to submit an
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affidavit of bills paid signed by its contractor and consent of surety signed
by its surety to ensure the contractor has paid any sub-contractors and
suppliers in full. Additionally, the contractor must also provide in writing
that the contractor has been paid in full by Developer for all the services
provided under their contract.
C. Developer agrees to cause the construction of the Improvements contemplated
by this Agreement and that said construction shall be completed in a good and
workmanlike manner and in accordance with all City standards and the City-
approved construction plans, specifications and cost estimates provided for the
Project and the exhibits attached hereto.
D. The following checked exhibits are made a part hereof. Water (Al-_N/A_,
Sewer (A-1) N/A , Paving (B)_X Storm Drain (B-1) Street Lights
& Signs (C)_2L.
E. The Developer shall award all contracts for the construction of the
Improvements in accordance with Section II, paragraph 7 of the Policy and the
contracts shall be administered in conformance with paragraph 8, Section lI, of
the Policy.
F. For all hnprovements included in this Agreement for which the Developer
awards construction contract(s), Developer agrees to the following:
i. To employ a construction contractor who is approved by the director of the
department having jurisdiction over the infrastructure to be constructed,
said contractor to meet City's requirements for being prequalified, insured,
licensed and bonded to do work in public streets and/or to perform
water/waste water construction as the case may be.
ii. To require its contractor to furnish to the City a payment and performance
bond in the names of the City and the Developer for one hundred percent
(100%) of the contract price of the Improvements, and a maintenance bond
in the name of the City for one hundred percent (100%) of the contract price
of the Improvements valid for a period of two (2) years from the date of
final acceptance insuring the maintenance and repair of the constructed
infrastructure during the term of the maintenance bond. All bonds to be
furnished before work is commenced and to meet the requirements of
Combined CFA Agreement—Revised January 2014
Chapter 2253, Texas Government Code.
iii. To require the contractor(s) it hires to perform the construction work
contemplated herein to provide insurance equal to or in excess of the
amounts required by the City's standard specifications and contract
documents for developer-awarded infrastructure construction contracts.
The City shall be named as additional insured on all insurance required by
said documents and same will be evidenced on the Certificate of Insurance
(ACORD or other state-approved form) supplied by the contractor's
insurance provider and bound in the construction contract book.
iv. To require its contractor to give at least 48 hours' advance notice of intent
to commence construction to the City's Construction Services Division so
that City inspection personnel will be available; to require the contractor to
allow the construction to be subject to inspection at any and all times by
City inspection forces, to not install or relocate any sanitary sewer, storm
drain, or water pipe unless a responsible City inspector is present and gives
his consent to proceed, and to make such laboratory tests of materials being
used as may be required by the City.
v. To require its contractor to have fully executed contract documents
submitted to the City in order to schedule a Pre-Construction Meeting. The
submittal should occur no less than 10 working days prior to the desired
date of the meeting. No construction will commence without a City-issued
Notice to Proceed to the Developer's contractor.
vi. To delay connections of buildings to service lines of sewer and water mains
constructed under this Agreement until said sewer and water mains and
service lines have been completed to the satisfaction of the Water
Department.
G. Developer shall provide, at its expense, all engineering drawings and
documents necessary to construct the improvements under this Agreement.
H. Developer shall cause the installation or adjustment of the required utilities to
serve the development or to construct the Improvements contemplated herein.
L City shall not be responsible for any costs that may be incurred by Developer in
the relocation of any utilities that are or may be in conflict with any of the
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community facilities to be installed hereunder.
J. Developer hereby releases and agrees to indemnify, defend and hold the
City harmless for any inadequacies in the preliminary plans, specifications
and cost estimates supplied by the Developer for this Agreement.
K. Developer agrees to provide, at its expense, all necessary rights of way and
easements across property owned by Developer and required for the
construction of the current and future improvements provided for by this
Agreement.
L. The Developer further covenants and agrees to, and by these presents
does hereby, fully indemnify, hold harmless and defend the City, its
officers, agents and employees from all suits, actions or claims of any
character, whether real or asserted, brought for or on account of any
injuries or damages sustained by any persons (including death) or to any
property, resulting from or in connection with the construction, design,
performance or completion of any work to be performed by said
Developer, his contractors, subcontractors, officers, agents or employees,
or in consequence of any failure to properly safeguard the work, or on
account of any act, intentional or otherwise, neglect or misconduct of said
DEVELOPER, his contractors, sub-contractors, officers, agents or
employees,whether or not such injuries, death or damages are caused, in
whole or in part, by the alleged negligence of the City of Fort Worth, its
officers, servants, or employees.
M. Developer will further require its contractors to indemnify, defend and
hold harmless the City, its officers, agents and employees from and against
any and all claims, suits or causes of action of any nature whatsoever,
whether real or asserted, brought for or on account of any injuries or
damages to persons or property, including death, resulting from, or in any
way connected with, the construction of the infrastructure contemplated
herein, whether or not such injuries, death or damages are caused, in
whole or in part, by the alleged negligence of the City of Fort Worth, its
officers, servants, or employees. Further, Developer will require its
contractors to indemnify, and hold harmless the City for any losses,
Combined CFA Agreement—Revised January 2014
damages, costs or expenses suffered by the City or caused as a result of said
contractor's failure to complete the work and construct the improvements
in a good and workmanlike manner, free from defects, in conformance with
the Policy, and in accordance with all plans and specifications.
N. Upon completion of all work associated with the construction of the
Improvements, Developer will assign to the City a non-exclusive right to
enforce the contracts entered into by the Developer with its contractor along
with an assignment of all warranties given by the contractor, whether express or
implied. Further, Developer agrees that all contracts with any contractor shall
include provisions granting to the City the right to enforce such contracts as an
express intended third party beneficiary of such contracts.
O. Inspection and material testing fees are required as follows:
i. Developer shall pay in cash water and wastewater inspection fees and
material testing fees equal to two percent (2%) for a total of 4% of the
developer's share of the total construction cost as stated in the construction
contract.
ii. Developer shall pay in cash paving and storm drain inspection fees equal to
four percent (4%) and material testing fees equal to two percent (2%) for a
total of 6% of the developer's share of the total construction cost as stated in
the construction contract.
iii. Developer shall pay in cash the total cost of streetlights or if the city is not
installing the streetlights, inspection fees equal to four percent (4%) of the
developer's share of the streetlight construction cost as stated in the
construction contract.
iv. Developer shall pay in cash the total cost of street signs.
P. COMPLETION WITHIN 2 YEARS
i. Developer shall complete the Improvements within two (2) years,
provided, however, if construction of the Improvements has started within
the two year period, the developer may request that the CFA be extended
for one additional year.
ii. Nothing contained herein is intended to limit the Developer's
obligations under the Policy, this Agreement, its financial guarantee, its
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agreement with its contractor or other related agreements.
iii. The City may utilize the Developer's financial guarantee submitted for this
Agreement to cause the completion of the construction of the Improvements
if at the end of two (2) years from the date of this Agreement (and any
extension period) the Improvements have not been completed and accepted.
iv. The City may utilize the Developer's financial guarantee to cause the
completion of the construction of the Improvements or to cause the payment
of costs for construction of same before the expiration of two (2) years if
the Developer breaches this Agreement, becomes insolvent or fails to pay
costs of construction and the financial guarantee is not a Completion
Agreement. If the financial guarantee is a Completion Agreement and the
Developer's contractors and/or suppliers are not paid for the costs of
supplies and/or construction, the contractors and/or suppliers may put a lien
upon the property which is the subject of the Completion Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
Combined CFA Agreement—Revised January 2014
Cost Summary Sheet
Project Name: Alliance Town Center North Ph. 3—Amador Dr.
CFA No.: 2014-037 DOE No.: 7207
An Engineer's Estimate of Probable Cost is acceptable. However, the construction contract price
will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any
additional CFA payments will be required prior to scheduling a pre-construction meeting.
An itemized estimate corresponding to each project-specific exhibit is required to support the
following information.
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction
2.Sewer Construction
Water and Sewer Construction Total $ -
B. TPW Construction
1.Street $ 677,421.80
2.Storm Drain $ 774,696.75
3.Street Lights Installed by Developer $ 143,250.00
TPW Construction Cost Total $ 1,595,368.55
Total Construction Cost(excluding the fees): $ 1,595,368.55
Construction Fees:
C. Water/Sewer Inspection Fee(2%) $
D. Water/Sewer Material Testing Fee(2%) $
Sub-Total for Water Construction Fees $
E. TPW Inspection Fee(4%) $ 58,084.74
F. TPW Material Testing(2%) $ 29,042.37
G. Street Light Inspsection Cost $ 5,730.00
H. Street Signs Installation Cost $ -
Sub-Total for TPW Construction Fees $ 92,857.11
Total Construction Fees: $ 92,857.11
Choice
Financial Guarantee Options,choose one Amount ck one
Bond=100% $ 1,595,368.55
Completion Agreement=100%/Holds Plat $ 1,595,368.55
Cash Escrow Water/Sanitary Sewer=125% $
I;?
Cash Escrow Paving/Storm Drain=125% $ 1,994,210.69
Letter of Credit=125%w/2 r expiration period $ 1,994,210.69
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IN TESTIMONY WHEREOF,the City of Fort Worth has caused this instrument to be executed
in quadruplicate in its name and on its behalf by its Assistant City Manager,attested by its City
Secretary, � loper has execut, , s
instruent in quadruplicate, t Fort Worth,Texas this sj�..� �'� day of t ............,
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CITY OF FORT WORTH-Recommended by:
Water Department Transportation&Public Works Department
Wendy Chi-Babulal, EMBA,P.E. Douglas . Wiersig, P.E.
Development Engineering Manager Director
Approved as to Form &Legality: Approved by City Manager's Office
° >
Douglas"W.Black Fernando Costa
Assistant City Attorney Assistant City Manager
M&C No. iP-
Date:
ATTEST: .
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ATTEST: DEVELOPER:
Hillwood Alliance Services,LLC
Signature Si nature
(Print)Name: Print Name:
Title: 5 ,
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OFFICIAL RECORD
1,',3TY SE NH&6E A GA iY
Combined CFA Agreement—Revised January 2014
Check items associated with the project being undertaken; checked items must be included
as Attachments to this Agreement
Included Attachment
® Location Map
❑ Exhibit A: Water Improvements
❑ Water Estimate
❑ Exhibit A-1: Sewer Improvements
❑ Sewer Estimate
® Exhibit B: Paving Improvements
® Paving Estimate
® Exhibit 13-1: Storm Drain Improvements
® Storm Drain Estimate
® Exhibit C: Street Lights and Signs Improvements
® Street Lights and Signs Estimate
(Remainder of Page Intentionally Left Blank)
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OWNER/ DEVELOPER: ENGINEER:
ALLIANCE TOWN HILLWOOD ALLIANCE 1 L.Mb OTOHN
NORTH CENTER NORTH SERVICES, L.P.
5751 KROGER DRIVE
NOT TO SCALE PHASE 3 (AMADOR DRIVE) 1360 FORT WORTH,PARKWAY,
EXAS 76177E 200 SUITE 7
PHONE: (817) 224-6000 KENE:8 TX 62-33
DATE:JUNE,2014 PHONE:817-562-3350
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ALLIANCE TOWN OWNER/DEVELOPER: �j it PELOTON
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PHASE 3 (AMADOR DRIVE)
13600 ORT WORTH,TEXAS 76U��E 200 SUITE 7
KELLER,TX 76244
GRAPHIC SCALE DATE:JUNE,2014 PHONE: (817) 224-6000 PHONE:817-562-3350
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PROPOSED STORM DRAIN HEADWALL
EXHIBIT B1 - STORM DRAINAGE
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ALLIANCE TOWN OWNER/ DEVELOPER: �il� PELOTON
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CENTER NORTH SERVICES, L.P. 5751 KROGER DRIVE
PHASE 3 (AMADOR DRIVE) 13600 HERITAGE PARKWAY,SUITE 200 KELLER,TX 76244
FORT WORTH,TEXAS 76177 PHONE:817-562-3350
GRAPHIC SCALE DATE:JUNE,2014 PHONE: (817) 224-6000
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--------------------- - - -------------------------------------------------------
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CENTER NORTH 1 SERVICES, L.P. 5751 KROGER DRIVE
PHASE 3 (AMADOR DRIVE) 13600 HERITAGE PARKWAY,SUITE 200 KELLER,TX FORT WORTH,TEXAS 76177 PHONE:817-562-3350
GRAPHIC SCALE DATE:JUNE,2014 PHONE: (817) 224-6000
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