Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 56284
Received Date:Sep 8,2021 Received Time: 1:40 PM Developer and Project Information Cover Sheet: Developer Company Name: HT Hwy 114 Development, LP Address, State,Zip Code: 2200 Ross Avenue, Suite 4200W Dallas, Texas 75201 Phone &Email: (972) 716-2914 1 Robert.Witteghines.com Authorized Signatory, Title: Robert W.Witte, Senior Managing Director Project Name: Tradition Central Phase 2B Brief Description: Water, Sewer, Paving, Storm Drain, Street Lights Project Location: Hwy 114, West of 156 and South of Sam Reynolds Rd. Plat Case Number: Not Provided Plat Name: Not Provided Mapsco: Not Provided Council District: 7 CFA Number: CFA21-0071 City Project Number: 103142 1 IPRC20-0163 City of Fort Worth,Texas Standard Community Facilities Agreement OFFICIAL RECORD Rev.9/21 CITY SECRETARY FT.WORTH,TX City Contract Number: 56284 STANDARD COMMUNITY FACILITIES AGREEMENT This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager,and HT Hwy 114 Development, LP ("Developer"),acting by and through its duly authorized representative. City and Developer are referred to herein individually as a"party"and collectively as the"parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Tradition, Central Phase 2B ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement("Community Facilities"or"Improvements"); and WHEREAS,as a condition of approval of the Project,Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land,pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS,the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance("CFA Ordinance"),as amended,is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance,the CFA Ordinance shall control. City of Fort Worth,Texas Standard Community Facilities Agreement OFFICIAL RECORD Rev.9/21 CITY SECRETARY FT.WORTH,TX 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans")are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: 0 Exhibit A: Water 0 Exhibit A-1: Sewer 0 Exhibit B: Paving 0 Exhibit B-1: Storm Drain 0 Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans,the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements,and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. City of Fort Worth,Texas Page 3 of 20 Standard Community Facilities Agreement Rev.9/21 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement,becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts City of Fort Worth,Texas Page 4 of 20 Standard Community Facilities Agreement Rev.9/21 (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including,but not limited,to being prequalified,insured,licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code,and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider,which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight(48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. City of Fort Worth,Texas Page 5 of 20 Standard Community Facilities Agreement Rev.9/21 11. Easements and Rights-of-Way Developer agrees to provide,at its expense, all necessary rights-of-way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO,AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,AGENTS AND EMPLOYEES FROMALL SUITS,ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED,BROUGHT FOR OR ONACCOUNT OF AN Y INJURIES OR DAMAGES SUSTAINED BYANYPERSONS,INCL UDING DEATH, OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE CONSTRUCTION, DESIGN,PERFORMANCE OR COMPLETION OFANY WORK TO BE PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQ UENCE OF ANY FAIL URE TO PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB-CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCH INJURIES,DEATH OR DAMAGES ARE CAUSED,IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS,SERVANTS, OR EMPLOYEES: (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH,RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS,IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS: 13. Right to Enforce Contracts City of Fort Worth,Texas Page 6 of 20 Standard Community Facilities Agreement Rev.9/21 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 Developer with its contractors,along with an assignment of all warranties given by the contractors,whether express or implied. Further,Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees,and water testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the construction of the Improvements, the City will reconcile the actual cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer must pay the difference to the City before the Improvements will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by the Developer,the City will refund the difference to the Developer. If the difference between the actual costs and the estimated payments made by the Developer is less than fifty dollars ($50.00),the City will not issue a refund and the Developer will not be responsible for paying the difference. The financial guarantee will not be released by the City or returned to the Developer until reconciliation has been completed by the City and any fees owed to the City have been paid by the Developer. 15. Material Testing The City maintains a list of pre-approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtainproof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a parry by hand- delivery or by mail, addressed to such parry at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: DEVELOPER: Development Coordination Office HT Hwy 114 Development, LP City of Fort Worth 2200 Ross Avenue, Suite 420OW 200 Texas Street Dallas, Texas 75201 Fort Worth, Texas 76102 City of Fort Worth,Texas Page 7 of 20 Standard Community Facilities Agreement Rev.9/21 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other parry hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3)years after final payment under the contract,have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further,that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants,officers,contractors, subcontractors,and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, City of Fort Worth,Texas Page 8 of 20 Standard Community Facilities Agreement Rev.9/21 subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co-employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer,nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors,and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non-Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review City of Fort Worth,Texas Page 9 of 20 Standard Community Facilities Agreement Rev.9/21 and comment on this document;therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting parry shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and"company"have the meanings ascribed to those terms by Chapter 2271 ofthe Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and(2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice,policy, guidance, or directive that discriminates against a firearm City of Fort Worth,Texas Page 10 of 20 Standard Community Facilities Agreement Rev.9/21 entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services.DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment,modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights,privileges,or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third-Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 32. Compliance with Laws, Ordinances,Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority City of Fort Worth,Texas Page 11 of 20 Standard Community Facilities Agreement Rev.9/21 The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder,and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth,Texas Page 12 of 20 Standard Community Facilities Agreement Rev.9/21 36. Cost Summary Sheet Project Name: Tradition Central Phase 2B CFA No.: CFA21-0071 City Project No.: 103142 IPRC No.: IPRC20-0163 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 262,735.00 2. Sewer Construction $ 281,264.00 Water and Sewer Construction Total $ 543,999.00 B. TPW Construction 1. Street $ 482,927.00 2. Storm Drain $ 713,823.00 3. Street Lights Installed by Developer $ 58,525.20 4. Signals $ - TPW Construction Cost Total $ 1,255,275.20 Total Construction Cost(excluding the fees): $ 1,799,274.20 Estimated Construction Fees: C. Construction Inspection Service Fee $47,000.00 D. Administrative Material Testing Service Fee $11,368.00 E. Water Testing Lab Fee $540.00 Total Estimated Construction Fees: $ 68,908.00 Choice Financial Guarantee Options,choose one Amount Mark one Bond= 100% $ 1,799,274.20 Completion A reement= 100%/Holds Plat $ 1,799,274.20 X Cash Escrow Water/Sanitary Sewer= 125% $ 679,998.75 Cash Escrow Paving/Storm Drain = 125% $ 1,569,094.00 Letter of Credit= 125% $ 2,249,092.75 City of Fort Worth,Texas Page 13 of 20 Standard Community Facilities Agreement Rev.9/21 IN WITNESS WHEREOF,the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH DEVELOPER: b"ta-padw6� HT HWY 114 DEVELOPMENT LP, a Dena Burghdof(( p8,202 3:04 CDT) Texas limited partnership Dana Burghdoff Assistant City Manager By: HT Hwy 114 Development LLC, Date: Sep 8,2021 a Delaware limited liability company, its general partner Recommended by: By: HT Hwy 114 LP, 9-2�-- j�� a Delaware limited partnership, its sole member Evelyn Roberts/Jennifer Ezemack Project Assistant By: Hines Hwy 114 LLC, Planning and Development a Delaware limited liability company, its general partner Approved as to Form&Legality: By: Hines Hwy 114 Associates LP, a Texas limited partnership, its sole member Rich rdA.McCracken(Sep 8,202112:48 CDT) By: Hines Investment Management Richard A. McCracken Holdings Limited Partnership, Sr. Assistant City Attorney a Texas limited partnership, its general M&C No. partner Date: Sep 8,2021 Form 1295: By: ATTEST: Robert W.Witte(Sep 8,202109:32 CDT) DD Name: Robert W. Witte Title: Senior Managing Director Ronald P.Gonzales(Sep 8,20 3:38 Ronald P. Gonzales oa f FORrn�4a Date: Sep 8,2021 Acting City Secretary �r o°°°°°°°°°°�'Oa�� 0 P~0 p� �Av° 02� Y °O ° �� O, ° as °°°°°°°°° 4 nEnn Saba City of Fort Worth,Texas Standard Community Facilities Agreement OFFICIAL RECORD Rev.9/21 CITY SECRETARY FT.WORTH,TX 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. L4L IfteelI 1 !e LL9424 Evelyn Robertson behalf of(Sep 8,2021 09:42 GD ) Janie Scarlett Morales Development Manager City of Fort Worth,Texas Standard Community Facilities Agreement OFFICIAL RECORD Rev.9/21 CITY SECRETARY FT.WORTH,TX The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment 0 Attachment 1 - Changes to Standard Community Facilities Agreement 0 Attachment 2—Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions 0 Location Map 0 Exhibit A: Water Improvements 0 Exhibit A-1: Sewer Improvements 0 Exhibit B: Paving Improvements 0 Exhibit B-1: Storm Drain Improvements 0 Exhibit C: Street Lights and Signs Improvements 0 Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Page 16 of 20 Standard Community Facilities Agreement Rev.9/21 ATTACHMENT"I" Changes to Standard Community Facilities Agreement City Project No. 103142 None City of Fort Worth,Texas Page 17 of 20 Standard Community Facilities Agreement Rev.9/21 ATTACHMENT "2" Phased CFA Provision City Project No. 103142 The improvements being constructed by Developer pursuant to this Agreement will connect to improvements Developer is constructing under a separate Community Facilities Agreement that have not been completed and accepted by the City. Therefore, this Agreement shall be considered a"Phased CFA" and the provisions contained in this section shall apply to this Agreement. The improvements being constructed by Developer under the separate Community Facilities Agreement shall be defined as the "Parent Project." The improvements being constructed by Developer under this Agreement shall be defined as the "Child Project." Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction Problems"). Construction Problems may include, but are not limited to: failure of the improvements to comply with the approved plans or City Specifications; failure of the improvements in the Parent Project and the Child Project to properly connect to each other; changes to the design or construction of the improvements in the Parent Project that impact the design and construction of the improvements in the Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of some or all of the improvements and Developer having to remove and reconstruct the improvements at Developer's expense. In addition, Developer understands and agrees that disputes may arise between Developer's contractors or their subcontractors relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors or disputes between contractors and subcontractors. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for Developer's decision to proceed with a Phased CFA. Developer shall not make the final connection of the improvements in the Child Project to the improvements in the Parent Project until the improvements in the Parent Project have been constructed and accepted by the City and the City has consented to Developer making the connection. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more single family residential homes or structures, the City will not record the plat related to the Project until the improvements are constructed and accepted by the City. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more commercial buildings or structures, the Developer shall not receive a Certificate of Occupancy from the City for the building(s)related to the Project until the improvements in this Agreement are constructed and accepted by the City. Developer further understands and agrees that completion of the improvements under this Agreement does not entitle Developer to obtain a final plat of the property until all other requirements of Federal law, State law, or the City Code relating to the filing and recording of a final plat have been met by Developer. City of Fort Worth,Texas Page 18 of 20 Standard Community Facilities Agreement Rev.9/21 BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY AND ALL ECONOMICDAMAGESPROPERTYLOSS,PROPERTYDAMAGESAND PERSONAL INJURY, (INCLUDING DEATH), OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBYEXPRESSL YRELEASESAND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO ANYAND ALL ECONOMICDAMAGES,PROPERTYL OSS,PROPERTY DAMAGE AND PERSONAL INJURY(INCLUDING DEATH)ARISING OUT OF OR IN CONNECTION WITH,DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CIA, DEVELOPER,AT ITS SOLE COSTAND EXPENSE,AGREES TO AND DOESHEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTA TIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROMAND AGAINSTANYAND ALL CLAIMS(WHETHER ATLA W OR INEQUITY), LIABILITIES, DAMAGES (INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTYDAMAGES AND PERSONAL INJURIES INCL UDING DEATH), LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WA Y RELATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY THE CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA 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. City of Fort Worth,Texas Page 19 of 20 Standard Community Facilities Agreement Rev.9/21 DEVELOPER: HT HWY 114 DEVELOPMENT LP, a Texas limited partnership By: HT Hwy 114 Development LLC, a Delaware limited liability company, its general partner By: HT Hwy 114 LP, a Delaware limited partnership, its sole member By: Hines Hwy 114 LLC, a Delaware limited liability company, its general partner By: Hines Hwy 114 Associates LP, a Texas limited partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, a Texas limited partnership, its general partner By: Robert W.Witte(Sep 8,2021 09:32 CDT) DID Name: Robert W. Witte Title: Senior Managing Director Date: Sep 8,2021 City of Fort Worth,Texas Page 20 of 20 Standard Community Facilities Agreement Rev.9/21 N PROJECT W E LOCATION SAM REYNOLDS RD S SCALE. P _ 2000' 'Q�OO� w m Z w m N 114 N (31 O N N N m TRADITION CENTRAL PHASE 2B N 11 N CITY OF FORT WORTH, TEXAS Q W U i cn c 0 n o PREPARED FOR: PREPARED BY: 0 GOODWI Hines MARSRALL CIVIL,PNGINFFRS-P1 AN'hERS-SURWYORS O (V 240,Muslann()f�Ve,(;ra F�e�ine,Texas 761151 O 2200 Ross Avenue,Suite 4200W JULY, 2021 Dallas,Texas 75201 (972)716-2900 W W (.0 W N ( J N CD a ' 'ONI w N m N 2 U] Q aNv < - zw 3 z z P4 = a co _ W H O H m Ln m X V) o u N W z X H Q � O N W xK PH u � z � w i oa- w - m zu Q = oa N zu N O CL Q LL MPp�E�oPo u NY�N N CP c O N � M N � O N � N a h � � I Q 3 N V V H S c \ O � N ro � J O o 3iaa a od z = _ w j w z W ^> - > CA o Lu 7 � N N 3AIb4 VIIINVZNVW Z w ? W CDti � W CO OLu Lu ® O ; ` O Y� D Z U H O Z CL PH N O u w x nz c� z F d W Q u � W �y O LL Z W z H W In H N L W n z � WHO � QoP 3 3 H O Z N o a � o X O 3 H N X W W a � W W zaa0 PH � o o z z N C6 a N CD W a ' 'ONI 'a 2 U1 aNv < CN - w Z a m O n w Q Q PH u m N CL 0 � / GPN�ON MPP�E ROP u /N N N N N 00 h h n a ry O ofn h ry 3 N h V H S Ln CU v m n U O O 3 1 4 a 3 Od X$ > h� O w - z... Q w � a m o � N N z N ~~ N r^ ry Lu IAI2J4 V�IINVZNVW _ _ O a OO 0 ¢ a a oL oLu e Z < _ Q = L M W Q W Z Z Z N Q z dPH 0 W H l!J d N ul N Q o � o N W v u � o a N v v� 00 Sul � N C6 a N CD W a ' 'ONI w N 'a ONV < _ w 0 6 a Lu z 3 Co -o Q z < z a m N Q Pi u m PQ (N CL CA O N N lai LJ 00 v ^/ M /N LL W N �o `� N v CDo n " LLJ T) m Of N A V H CS \ � � C N L O n M D R U o � U as 3 od W O z �Q - V) � :2 44 < Q U p can z = z o a - LL H _ z X " W L� M x N z 3Ald(I VlI NVZNVW z DU zQ ^� = w w V < U Q W 00 2~ Q _ o Q Q W ~ � zLn 3 z O ~ Cu Ll l Q Z O 447 > N 0 ~ F� Q d F O W '^ z W � H Q cL co oo W W O Q d.p PH u ^ PHW P K O z � z � " » m a cl \ w n ONI \ } ® w } ) — � S m 2 4 \ \ \ § \ y ~® m e \ \ \ e G / gg < apa \ cn 7 } { / 2o ; ƒ / e \ 3 , ! , , 2 6 wG w © 2 \ \ w LIj .1�2 � / ± © :CA ƒ ( ® z % \ / ■ ` G / 2e: ,9#z#, / 2 � \ \ z / \ 0 — 0 — / § w_ e w_ e ■ » \ 6 \ � \ \ R § / / / / / \ Z § $ / PH / k § » � \ - � ^ & ) [\ \ ■ � /3 � � \ m 03 N C6 a N CD W a ' 'ONI 'a 2 U1 aNv < - w m N Q PH u / m N On N Lu o 2 / w Q w u / N C O PPLE kO PO C O o ry ry N N O n N P N P h N Q h N N ry N Q O m N n Of O n ro N m N W Qm O m 0 a 3 Od Y � CA N O � N _ - a o m nea N � m � w N N b 3AI2J4 VIIINVZNVW I Il �L 7/11 l I I Z z 00 zQ 1= w Ow Q Q Iru� O W N N Ui o,moo Fa C I� UT W W v O O ¢ o W W O d d o 0 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Tradition,Phase 2B,City Project#103142 UNIT PRICE BID Project[tell)Information Bidder's Proposal Bidlist Specification Unit of Bid Item Description Unit Price Bid lalue Section No. I Measure I Quantity Water Facilities 1 0241.1118 4"-12"Pressure Plug 0241 14 EA 1 $1,000.00 $1,000.00 2 3305.0109 Trench Safety 330510 LF 3,143 $1.00 $3,143.00 3 3311,0001 Ductile Iron Water Fillings wl Restraint 3311 11 TON 0.7 $6,850.00 $4,795.00 4 3311.0241 6"PVC Water Pipe 3311 10, LF 2,550 $87,975.00 33 11 12 $34.50 5 3311.0241 8"PVC Water Pipe,CSS Backfill 3311 10. LF 150 $47.00 $7,050.00 6 3311.0441 12"PVC Water Pipe 3311 10,3311 12 1 $ ,D0 LF 432 $27,648.00 34 7 3311.0442 12"Water Pipe,CSS Backfill 3311 10, LF 11 $924,00 3311 12 $84,00 8 3312.0001 Std.Fire H drant Assembly wl 6"Gate Valve&Valve Box 33 12 40 EA 4 $5 100.00 $20.400.00 9 3312.0117 Connect to Existing 4"-12"W.L.Stub-out 33 1225 EA 3 $1.000.00 $3,000.00 10 3312,2003 1"Domestic Water Services 33 12 10 EA 11D $900.00 $99,000.00 11 3312,3003 8"Gate Valve&Valve Box 33 12 20 EA 2 $1,500.00 $3,000.00 12 3312.3005 12"Gate Valve&Valve Box 33 12 20 EA 2 $2,400.00 $4,800.00 Water Subtotal $262,735.00 Sanitary Sewer Facilities 13 13301.0002 Post-CCTV Inspection 330131 LF 3,108 $2.00 $6,216.00 14 3301.0101 Vacuum Test Manholes 3301 30 EA 12 $165.00 $2,220.00 15 3305.0109 Trench Safety 3305 10 LF 3.108 $1.00 $3,108.00 16 3305.0113 Trench Water Stops 3305 15 EA 6 $350,00 $2,100.00 17 3331.3101 SDR-26 4"Sewer Services 3331 50 EA 110 $700.OD $77.000.00 3311 10, 18 3331.4115 8"SDR-26 PVC Sewer Pipe 3331 12, LF 2,960 $42.50 $125,800.00 3331 20 19 3331.4116 8"PVC Sanitary Sewer Pipe wt CSS Backfill 3311 10. LF 148 $55.00 $8.140.00 33 11 12 20 3339,1001 4'Std.Dia.Manhole 3339 10, 33 EA 12 $4.325.00 $51.900.00 3920 21 3339.1003 4'Extra Depth Manhole 33 39 10, 33 VF 16 $205.00 $3,280.00 3920 22 0999,0005 Connect to Existing 8"Sewer 00 00 00 EA 1 $1.500.00 $1,500.00 Sanitary Sewer Subtotal $281,264.04 Storm Drain Facilities 23 3137,0104 Medium Ri ra ,dry 31 3700 SY 372 $150.00 $55,800.00 24 3305.0109 Trench Safety 330510 LF 1,977 $1.00 $1,977.00 25 3305.0112 Concrete Collar 330517 EA 2 $1,000,00 $2.000.00 26 3341.0201 21" RCP,Class III 3341 10 LF 235 $55.00 $12,925.00 27 3341,0205 24"RCP,Class 111 3341 10 LF 837 $65,00 $54,405.00 28 3341.0208 27"RCP,Class III 3541 10 LF 300 $73.00 $21.900.00 29 3341.0302 30"RGP,Class Ill 3541 10 LF $74 $85,00 $31.790.00 30 3341.0402 42"RCP,Class III 3541 10 LF 231 $156.00 $36,036.00 31 3349.0001 4'Storm Junction Box 3349 10 EA 2 $4.500.00 $9,000.00 32 3349.0002 5'Storm Junction Box 3349 10 EA 3 $5.500.00 $16,500.00 33 3349.1000 7 10'x 3'Headwall,Box Culvert 34 49 40 CY 14 $1.000.00 $14,000M 34 3349.5001 10'Curb Inlet 33 49 20 EA 10 $3,400,00 $34,000.00 35 9999.0006 Connect to Ex.42"E= d&Plug 00 00 00 EA 1 $1.000.00 $1,000.00 36 9999.00D7 7 10'x 3'RCB 00 00 00 LF 90 $4,200.00 $378,000.00 37 9999.0"N Construct Drop Structure 00 00 00 CY 45 5650.00 $29,250.00 38 9999.0009 Concrete Apron 00 00 00 SY 127 12 )6 $15,240,00 Storm Drain Subtotal L $713,823.00 WaterlSanitary SewerlStorm Drain Facilities Subtotal 1,267,822.00 CITY OF FORT WORTH Tr"ditim Phase 21] STANDARD CONSTRLTCT10N BID PROPOSAL DEVELOPERAWARDED PROTECTS Cih,P,ye1•IG3142 Form R,,uW 3-*219.?0: 0043 43➢id P,q-1 SECTION 00 42 43 Developer Awarded Projects•PROPOSAL FORM Tradition,Phase 2B,City Project#103142 UNIT PRICE BID Project Item information Bidder's Proposal Bidlist Description Specification Unit of Bid Unit PrlCC Bid Value Item Section No. Measure Quantity Pavinq Facilities 39 3211,0400 Hydrated Lime a 30lbs.lS.Y. Residential 3211 29 TON 172.0 $180.00 $30,960M 40 3211,0501 6"Lime Treated Sub grade Residential 3211 29 SY 11,494 $3.00 $34,482.00 41 3213,0101 6"Concrete Pavement Residential 32 13 13 SY 10,752 $36.25 $389,760.00 42 3213.0301 5'Conc Sidewalk 31 1320 SF 980 $4.75 $4,655.00 43 3213.0506 P-1 Ramp 32 1320 EA 4 $1.500,00 $6,000.00 44 3441.4003 Furnishllnstall Alum Sign Ground Mount City Std. 3441 30 EA 4 $750.00 $3,000.00 45 3741.0001 Traffic Control 3471 13 EA 1 $1,500.00 $1,500.00 46 9999.0010 Install End of Road Barricade 00 00 00 EA 1 $750.001 $750.00 47 9999.0011 Remove End of Road Barricade 00 00 00 EA 3 $250.00 $750,00 48 9999,0012 Concrete Header 00 00 00 LF 116 $20 00 $2,320.00 49 9999.0013 Connect to Existing Pavement 00 00 00 EA 3 $1,250.00 $3,750.00 50 9999.0014 R1-1 Stop Sin 00 00 00 EA 4 $750.00 $3,000.00 51 9999.0015 St Marker Blade 00 00 00 EA 8 250.00 $2.000,00 Paving Subtotal $482,927.00 Bid Summary WaterlSanitary SewerlStorm Drain Facilities Subtotal $1,257,822.00 Paving Facilities Subtotal 5482,927.00 Total Bid $1,740,749.00 PerformancelPaymeni and 2-year Maintenance Bonds $32,500.00 Grand Total $1,773,249.00 This bid is submitted by the entity listed below: Company. Construction iffy a Piper Street Address:2105 Waterview Parkway City,State,Zip Code: Richardson,TX 7508D Phone:972-241.2632 tgnature Title,Executive Vice President Date: Contractor agrees to complete WORK for FINAL ACCEPTANCE within 125 working days after the date CONTRACT commences to run as provided in the General Conditions. END OF SECTION CnYOF FORT WORTH Tradition.Ph..2B STANDARD CONSTRUCTION BID PROPOSAL-DEVELOPER AWARDED PROTECTS City 1N j-e 103142 I—Rc.iud J—n 1%2020 W 42 41 Hid N.V—1 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM Tradition,Phase 213,City Project#103142 UNIT PRICE BID Project Item Information Bidder's Proposal Bidlist Specification Unit of Bid Item Description Unit Price Bid Value Section No. Measure Quantity Street Lighting Facilities 52 2605.3011 2"CONDT PVC SCH 40 T 26 05 33 LF 1,452 $14.64 $21,257.28 53 3441.1408 NO 6 Insulated Elec Condr 3441 10 LF 4,356 $1.32 $5,749.92 54 3441.1633 Type 33B Arm 34 41 20 EA 9 $239.00 $2,161.00 55 3441.3201 LED Lighting Fixture R-2 3441 20 EA 9 $294.00 $2,646.00 56 3441.3301 Rdwy Ilium Foundation TY 1,2,and 4 3541 20 EA 9 $1,248.00 $11,232.00 57 3441,3341 Rdwy Ilium TY 11 Pole 3441 20 EA g $15,489.00 Street Lighting Subtotal $58,525.20 Bid Summary Street Lighting Facilities Subtotal $58,525.20 Total Bid $58,525.20 Performance/Payment and 2-year Maintenance Bonds $1,430.00 Grand Total $59,955-20 This bid is submitted by the entity listed below: Company:Independent Utility Construction By: ch Ife Street Address:5109 Sun Valley Drive City,State,Zip Code: Ft.Worth,TX 76119 Phone:817-478-4444 Ignature Title:President Date: Contractor agrees to complete WORK for FINAL ACCEPTANCE within 25 working days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT WORTH Tmditioa,Phase: ST.LNDARD CONSTRUCTION BID PROPOSAL-DEVELOPER AWARDED PROJECTS City Prject#1031 Fwm R—sed January 29.2020 OO 42 43_Bid Propai COMPLETION AGREEMENT— SELF FUNDED This Completion Agreement("Agreement"), is made and entered into by and between the City of Fort Worth, ("City") and HT Hwy 114 Development, LP, a limited partnership, authorized to do business in Texas, ("Developer"), effective as of the last date executed by a Party hereto. The City and the Developer may collectively be called the "Parties". WITNESSETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 23.762 acres of land located in the City, the legal description of which tract of real property is marked Exhibit "A" — Legal Description, attached hereto and incorporated herein for all purposes, ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat FP 21-079 and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development, Tradition, Central Phase 2B for Water, Sanitary Sewer,Paving, Street Lights and Drainage ("Improvements"); and WHEREAS, the City has required certain assurances that the Developer will cause to be constructed to City standards the Improvements pursuant to the Community Facilities Agreement; and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed by and between City and Developer as follows: 1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for this Agreement and they are incorporated into this Agreement for all purposes. 2. The Completion Amount. The City and the Developer agree that the Hard Costs(as shown on Exhibit"B")required to complete the Community Facilities in the aggregate should not exceed the sum of One Million Seven Hundred Ninety Nine Thousand Two Hundred Seventy Four & 20/100 Dollars ($1,799,274.20) hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 1 of 13 completion of the Community Facilities may vary as a result of change orders agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the Completion Amount as used herein. City hereby waives the requirement for developer to deposit a financial guarantee of 100% of the Hard Costs under the CFA Policy. 3. Completion by the Developer. The Developer agrees to complete the Community Facilities and pay all Hard Costs in accordance with City standards, the CFA, the Plat, and the Plans as approved by the City. For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Community Facilities pursuant to Section 6, hereof. 4. Satisfaction of the City Requirements. The City agrees that the assurances and covenants contained in this Agreement satisfy all requirements of the City with respect to Developer's Financial Guarantee, as described in the CFA Policy, or other requirements for security in connection with the development of the Property and the completion of the Community Facilities that are contained in the CFA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants contained herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. 5. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a)acceptance by the City of the Community Facilities; or(b)mutual written agreement of the Parties. 6. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Community Facilities are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been paid, including but not necessarily limited to lien waivers and bills paid affidavits, the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 2 of 13 7. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Community Facilities the following: A. A statement that the City is not holding any security to guarantee any payment for work performed on the Community Facilities; B. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; C. A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property; and D. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in (a), (b) and (c) above. 8. Miscellaneous. A. Non-Assignment of Agreement. This Agreement may not be assigned by any of the Parties without the prior written consent of all the other Parties. B. Notice. Any notice required or permitted to be delivered under this Agreement shall be deemed received on actual receipt by the appropriate party at the following addresses: (i) Notice to the City shall be addressed and delivered as follows: City of Fort Worth Planning& Development Department 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Janie Morales, Development Manager Email: Janie.Morales@fortworthtexas.gov Confirmation Number: 817-392-7810 and/or CFA Division Email: CFAgfortworthtexas.gov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 3 of 13 City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attention: Richard A. McCracken Assistant City Attorney Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: HT HWY 114 Development LP 2200 Ross Avenue, Suite 4200W Dallas, TX 75201 Attention: Robert Witte, Dustin Davidson and Hanna Brown Email: rob.witte(cr�hines.com, dustin.davidson(cr�,hines.com hanna.brown(2hines.com A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. C. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas. D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. E. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. F. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the Parties with respect to the subject matter hereof and supersedes any prior understandings or written or oral agreements among the Parties concerning the subject matter hereof. G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to this Agreement. City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 4of13 H. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 5of13 Executed in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH: DEVELOPER: HT HWY 114 DEVELOPMENT LP, a bwta-BAa Texas limited partnership Da na Burghd off(S6p8,202 3:04CDT) Dana Burghdoff By: HT Hwy 114 Development LLC, Assistant City Manager a Delaware limited liability company, its general partner By: HT Hwy 114 LP, Date: Sep 8,2021 a Delaware limited partnership, its sole member Approved as to Form &Legality: By: Hines Hwy 114 LLC, a Delaware limited liability company, its general partner Rich d A.McCracken(Sep 8,202112:48 CDT) Richard A. McCracken By: Hines Hwy 114 Associates LP, Assistant City Attorney a Texas limited partnership, its sole member ATTEST: By: Hines Investment Management Holdings Limited Partnership, a Texas limited partnership, its general partner Ronald P.Gonzales(Sep 8,20 3:38 Ronald Gonzales By: Acting City Secretary DO M&C: Robert W.Witte(Sep 8,2021 09:32 CDT) DD Date:Sep 8,2021 Name: Robert W. Witte Title: Senior Managing Director Date: Sep 8,2021 City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 6of13 LIST OF EXHIBITS ATTACHMENT "1"-CHANGES TO STANDARD AGREEMENT EXHIBIT A- LEGAL DESCRIPTION EXHIBIT B - APPROVED BUDGET City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 7of13 ATTACHMENT "1" Changes to Standard Agreement Self-Funded Completion Agreement None. City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 8of13 EXHIBIT A LEGAL DESCRIPTION All that certain lot, tract, or parcel of land, situated in a portion of the Guadalupe Cardinas Survey, Abstract No. 214, Denton County, Texas, being part of that certain called 396.67 net acre tract described as Parcel A in a deed to HT HWY 114 Development L.P. recorded in Document No. 201 9-1 31 1 48 of the Deed Records of Denton County, Texas (DRDCT) and being more completely described as follows, to-wit: BEGINNING at a 1/2'' capped iron rod found stamped ''GOODWIN & MARSHALL'' hereinafter referred to as 1/2" capped iron rod found, for the Northwest corner of Tradition Central Phase 1 C, Tract 2 recorded in Document No. 2021-233 of the Plat Records of Denton County, Texas (PRDCT) and being in the East right-of-way line of Manzanilla Drive (50' right-of-way width) recorded in Document No. 2021- 125 (PRDCT); THENCE in a northeasterly direction along the East right-of-way line of said Manzanilla Drive the following seven (7) courses; North 17 deg. 21 min. 14 sec. East, a distance of 115.25 feet to a 1/2'' capped iron rod found; North 62 deg. 21 min. 14 sec. East, a distance of 14.14 feet to a 1/2'' capped iron rod found; North 17 deg. 21 min. 14 sec. East, a distance of 50.00 feet to a 1/2'' capped iron rod found; North 27 deg. 38 min. 46 sec. West, a distance of 14.14 feet to a 1/2'' capped iron rod found; North 17 deg. 21 min. 14 sec. East, a distance of 220.00 feet to a 1/2'' capped iron rod found; North 62 deg. 21 min. 14 sec. East, a distance of 14.14 feet to a 1/2'' capped iron rod found; North 17 deg. 21 min. 14 sec. East, a distance of 50.00 feet to a 1/2'' capped iron rod found for the most southerly Southwest corner of a called City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 9of13 23.964 acre tract described as Tract 3 in a deed to HT Hwy 114 Land L.P. recorded in Document No. 201 9-1 31 81 8 (DRDCT); THENCE departing from said East right-of-way line and continue in an easterly direction along the South line of said 23.964 acre tract and the North line of said 396.67 acre tract the following eleven (1 1) courses; South 72 deg. 38 min. 46 sec. East, a distance of 50.38 feet to a 1/2'' capped iron rod set stamped "GOODWIN & MARSHALL" hereinafter referred to as 1/2'' capped iron rod set, for a Point of Curvature of a circular curve to the left, having a radius of 575.00 feet, a central angle of 08 deg. 19 min. 10 sec., and being subtended by a chord which bears South 76 deg. 48 min. 21 sec. East - 83.42 feet; Continue in an easterly direction along said curve to the left, a distance of 83.49 feet to a 1/2'' capped iron rod set; North 00 deg. 03 min. 45 sec. West non-tangent to said curve, a distance of 121 .94 feet to a 1/2'' capped iron rod set; South 81 deg. 43 min. 13 sec. East, a distance of 50.53 feet to a 1/2'' capped iron rod set; South 87 deg. 57 min. 05 sec. East, a distance of 50.03 feet to a 1/2'' capped iron rod set; North 89 deg. 56 min. 15 sec. East, a distance of 950.00 feet to a 1/2'' capped iron rod set; North 86 deg. 00 min. 59 sec. East, a distance of 50.00 feet to a 1/2'' capped iron rod set; North 79 deg. 07 min. 30 sec. East, a distance of 35.35 feet to a 1/2'' capped iron rod set; South 58 deg. 50 min. 27 sec. East, a distance of 25.46 feet to a 1/2'' capped iron rod set; South 14 deg. 19 min. 50 sec. East, a distance of 101 .66 feet to a 1/2'' capped iron rod set; City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 10 of 13 North 73 deg. 57 min. 58 sec. East, a distance of 106.74 feet to a 1/2'' capped iron rod set for the most southerly Southeast corner of said 23.964 acre tract; THENCE South 18 deg. 20 min. 08 sec. East, a distance of 50.04 feet to a 1/2'' capped iron rod set; THENCE South 62 deg. 11 min. 05 sec. East, a distance of 14.42 feet to a 1/2'' capped iron rod set; THENCE South 18 deg. 20 min. 08 sec. East, a distance of 456.10 feet to a 1/2'' capped iron rod set for a Point of Curvature of a circular curve to the right, having a radius of 470.00 feet, a central angle of 53 deg. 54 min. 51 sec., and being subtended by a chord which bears South 08 deg. 37 min. 18 sec. West - 426.12 feet; THENCE in a southerly direction along said curve to the right, a distance of 442.26 feet to a 1/2'' capped iron rod found for a corner in the East line of Traditional Central, Phase 1 B recorded in Document No. 2021-234 (PRDCT); THENCE North 60 deg. 05 min. 55 sec. West along the northwesterly line of said Tradition Central, Phase 1 B, a distance of 166.86 feet to a 1/2'' capped iron rod found for an ell corner of said same, said point being a Point of Curvature of a non-tangent circular curve to the left, having a radius of 150.00 feet, a central angle of 23 deg. 44 min. 36 sec., and being subtended by a chord which bears North 00 deg. 38 min. 00 sec. West - 61 .72 feet; THENCE in a northerly direction along said curve to the left and the East line of said Tradition Central, Phase 1 B, a distance of 62.16 feet to a 1/2'' capped iron rod found; THENCE North 12 deg. 30 min. 18 sec. West along said East line, a distance of 161 .97 feet to a 1/2'' capped iron rod found for the most northerly Northeast corner of said Tradition Central, Phase 1 B; THENCE in a westerly direction along the North line of said Tradtion Central, Phase 1 B the following four (4) courses; South 77 deg. 29 min. 42 sec. West, a distance of 50.00 feet to a 1/2'' capped iron rod found; City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 11 of 13 South 12 deg. 30 min. 18 sec. East, a distance of 1 .82 feet to a 1/2'' capped iron rod found; South 38 deg. 42 min. 58 sec. West, a distance of 12.53 feet to a 1/2'' capped iron rod found; South 89 deg. 56 min. 15 sec. West, a distance of 521 .48 feet to a 1/2'' capped iron rod found; THENCE North 00 deg. 03 min. 45 sec. West departing said North line and continue along the East line of said Tradition Central, Phase 1 C, Tract 2 a distance of 120.00 feet to a 1/2'' capped iron rod found; THENCE in a westerly direction along the North line of said Tradition Central, Phase 1 C, Tract 2 the following seven (7) courses; South 89 deg. 56 min. 15 sec. West, a distance of 575.51 feet to a 1/2'' capped iron rod found; North 89 deg. 30 min. 15 sec. West, a distance of 74.59 feet to a 1/2'' capped iron rod found; North 83 deg. 54 min. 18 sec. West, a distance of 50.07 feet to a 1/2'' capped iron rod found; North 81 deg. 55 min. 05 sec. West, a distance of 50.03 feet to a 1/2'' capped iron rod found; North 78 deg. 32 min. 08 sec. West, a distance of 50.01 feet to a 1/2'' capped iron rod found; North 70 deg. 53 min. 52 sec. West, a distance of 49.99 feet to a 1/2'' capped iron rod found; North 72 deg. 25 min. 02 sec. West, a distance of 69.03 feet to the POINT OF BEGINNING, containing 1,035,064 square feet or 23.762 acres of land, more or less. City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 12 of 13 EXHIBIT B APPROVED BUDGET Section I Water $262,73 5.00 Sewer $281,264.00 Sub-total $543,999.00 Section II Interior Streets $482,927.00 Storm Drains $713,823.00 Sub-total $1,196,750.00 Section III Street Lights $58,525.20 Sub-total $58,525.20 TOTAL $1,799,274.20 City of Fort Worth, Texas Standard Completion Agreement— Self-Funded Revised 09.07.2017 7LE CFA Official Release Date: 07.01.2015 Page 13 of 13