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HomeMy WebLinkAboutContract 56954 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E Received Date: Jan 11,2022 Received Time: 9:31 am Developer and Project Information Cover Sheet: Developer Company Name: Hines Waterside LLC Address, State,Zip Code: 2000 Ross Ave., Suite 420OW Dallas,Texas 75201 Phone &Email: Not Provided,Rob.Witte&hines.com Authorized Signatory,Title: Robert W. Witte, Senior Managing Member Project Name: Waterside Townhomes Phase 1 Brief Description: Water, Sewer,Paving Project Location: 3964-4001 Watercourse Dr. Plat Case Number: PP-19-059 Plat Name: Waterside Townhomes Mapsco: Not Provided Council District: 3 CFA Number: CFA21-0074 City Project Number: 102794 1 IPRC20-0122 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Page 1 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E City Contract Number: 56954 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 Hines Waterside LLC("Developer"), acting by and through its duly authorized representative. City and Developer are referred to herein individually as a"parry"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 Waterside Townhomes Phase 1 ("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 City of Fort Worth,Texas Page 2 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E 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. 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: ❑X Exhibit A: Water ❑X Exhibit A-1: Sewer ❑X Exhibit B: Paving ❑ Exhibit B-1: Storm Drain ❑ 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 City of Fort Worth,Texas Page 3 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 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. City of Fort Worth,Texas Page 4 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E 9. Award of Construction Contracts (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 City of Fort Worth,Texas Page 5 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E 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. II. 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 FROM ALL SUITS,ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED,BROUGHT FOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED B YANY PERSONS,INCL UDING 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, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO PROPERL Y SAFEGUARD THE WORK, OR ONACCOUNT OF ANY ACT,INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB-CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCHINJURIES,DEATH OR DAMAGESARE 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. City of Fort Worth,Texas Page 6 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E 13. Right to Enforce Contracts 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 parry 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 obtain proof 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 party by hand- delivery or by mail, addressed to such party 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 Hines Waterside, LLC City of Fort Worth 2000 Ross Ave., Suite 420OW 200 Texas Street Dallas, Texas 75201 Fort Worth, Texas 76102 City of Fort Worth,Texas Page 7 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E 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 party 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 City of Fort Worth,Texas Page 8 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E employees, and Developer and its employees, representatives, agents, servants, officers, contractors, 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 of Fort Worth,Texas Page 9 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E City and Developer, and if they so choose,their attorneys, have had the opportunity to review 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 party 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 of the 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 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 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 I-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'SEMPLOYEES,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. City of Fort Worth,Texas Page 11 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E 33. Signature Authority 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 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E 36. Cost Summary Sheet Pro]ectName: Waterside Townhomes Phase 1 CFA No.: CFA21-0074 City Project No.: 102794 IPRC No.: IPRC2O-0122 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 214,649.50 2.Sewer Construction $ 321,854.00 Water and Sewer Construction Total $ 536,503.50 B. TPW Construction 1.Street $ 62,999.50 2.Storm Drain $ - 3.Street Lights Installed by Developer $ 4. Signals $ - TPW Construction Cost Total $ 62,999.50 Total Construction Cost(excluding the fees): $ 599,503.00 Estimated Construction Fees: C. Construction Inspection Service Fee $21,250.00 D. Administrative Material Testing Service Fee $2,940.00 E. Water Testing Lab Fee $1,140.00 Total Estimated Construction Fees: $ 25,330.00 Choice Financial Guarantee Options,choose one Amount Mark one Bond= 100% $ 599,503.00 Completion Agreement= 100%/Holds Plat $ 599,503.00 X Cash Escrow Water/Sanitary Sewer= 125% $ 670,629.38 Cash Escrow Paving/Storm Drain= 125% $ 78,749.38 Letter of Credit= 125% $ 749,378.75 City of Fort Worth,Texas Page 13 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 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 �c 3�GG HINES WATERSIDE LLC, a Delaware limited Dana Burghdoff(Jan 5,202 2:59 CST) liability company Dana Burghdoff Assistant City Manager By: Hines Waterside Associates LP,a Texas limited partnership,its sole member Date: Jan 5,2022 By: Hines Interests Limited Partnership,a Recommended by: Delaware limited partnership,its general partner Ra6eff W. W6`t By: Robert W.Witte(Jan 3,2022 21:32 CST) J iferEzern Jan4,202 .52CST) Name: Robert W. Witte velyn Roberts/Jennifer Ezernack Title: Senior Managing Director Contract Compliance Specialist Planning and Development �� tj k(Jan 3,2022 16:17 CST) Approved as to Form &Legality: Contract Compliance Manager: 4K2-�._. By signing,I acknowledge that I am the person Richard A.McCracken(Jan 5,2022 12:46 CST) responsible for the monitoring and Richard A.McCracken administration of this contract,including Sr.Assistant City Attorney ensuring all performance and reporting M&C No. requirements. Date: Jan 5,2022 (� yanie scarlett Morales Form 1295: Janie Scarlett Morales(Jan 5,2022 07:59 CST) Janie Scarlett Morales ATTEST: p���R��L��aa Development Manager O Ok-�O- 0000000000004 o Jannette S.Goodall(Jan 10,202216:55 CST) OOO��� OYY Jannette Goodall 000 °_ City Secretary �� *�d 0000° ��nEXAS-oAp OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Page 14 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 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 ❑X Attachment 1 -Changes to Standard Community Facilities Agreement ❑ Attachment 2—Phased CFA Provisions ❑ Attachment 3 —Concurrent CFA Provisions ❑X Location Map ❑X Exhibit A: Water Improvements ❑X Exhibit A-1: Sewer Improvements ❑X Exhibit B: Paving Improvements ❑ Exhibit B-1: Storm Drain Improvements ❑ Exhibit C: Street Lights and Signs Improvements ❑X Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Page 15 of 16 Standard Community Facilities Agreement Rev.9/21 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E ATTACHMENT"1" Changes to Standard Community Facilities Agreement City Proj ect No. 102794 None. City of Fort Worth,Texas Page 16 of 16 Standard Community Facilities Agreement Rev.9/21 S.. 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b 31SvpjVn) o �a 3S�noo�3leM ` = (O \ O LL N LL - - o LULU o / U � � w LLIW I I I w Lu JLu wow LLJ i Q(n oL�U Q ''/^ oo N L <O>NIr Lu c Q =� z Lu OQ z °� gJ00 C) oQ U I Nv mot LZoz/Et/6 03AVS 1SVl QO I / OMO'lIBIHX3 ONNVd\SIIBIHX3\N00B 1OV81NW- V9 3SVHAZ-306N3LVM-BSotLtt80\1IA10-ML!\:N 3NVN OMO WV wot tzoz/ft/8 M3HLLVN'SN3A3LS AB 03L101d DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E M 42 43 DAP-BID PROPOSAL Page I of 4 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal BidlistItem Specification Unit of Bid DescriptionUnit Pr ce Bid Value No. Section No, Measure Quantity UNIT 1:WATER IMPROVEMENTS 1 0241.1012 Remove 6"Water Line 0241 14 LF 91 $19.00 $1,729.00 2 0241.1013 Remove 8"Water Line 0241 14 LF 75 $19.00 $1,425.00 3 0241,1015 Remove 12"Water Line 024114 LF 786 $18.00 $14,148.00 4 0241.1118 4"-12"Pressura Plu& 024114 EA 2 $500.00 $1,000.00 5 0241,1302 Remove 6"Water Valve 0241 14 EA 6 $260.00 $1,500.00 6 024L1305 Remove 12"Water Valve 0241 14 EA 6 $250.00 $1,500.00 7 0241,1510 Salvage Fire Hydrant 0241 14 EA 1 $2,400.00 $2,400.00 8 3125,010t SWPPP >1 acre 31 25 00 LS 1 $5,100.00 $5,100.00 9 3305,0103 Ex ]oratory Excavation ofFxisting Utilities 33 05 30 EA 2 $1,500.00 $3,000.00 10 3305.0109 Trench Safety 3305 10 LF 1147 $1.00 $1,147.00 11 13311.000t Ductile Iron Water Fittings w/Restraint 33 11 11 TON 4.5 $1,977.00 $8,896.50 12 3311.016.1 6"PVC Water Pie 33 11 12 LF 82 $32.00 $2,624.00 13 3311.0461 12"PVC Water Pie 33 11 12 LF 1025 $77.00 $78,925.00 14 3311.0467 12"PVC Water Pipe,CLSM 13ackfill 33 1112 LF 40 $103,00 $4,120.00 15 33I2.0001 Fire Hydrant 33 1240 EA 4 $4,089.00 $16,356.00 16 3312.0117 Connection to Existing 4"-12"Water Main 33 1225 EA 2 $1,648,00 $3,296,00 17 3312,1002 2"Combination Air Valve Assembly for Water 33 1230 EA 1 $8,047.00 $8,047.00 18 3312.2003 1"Water Service 33 1210 EA 40 $996.00 $39,840.00 19 3312.3002 6"Crate Valve 33 1220 EA 4 $1,053.00 $4,212.00 20 3312.3005 12"Crate Valve 33 1220 EA 6 $2,564.00 $15,384.00 21 22 24 25 26 27 28 29 30 31 32 33 34 35 37 36 - — -.. 38 39 40 41 42 43 44 45 TOTAL UNIT I:WATER IMPROVEMENT $214,649.50 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form varsion May 22,2019 X 42 43_B!d Proposal_DAPA,� DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 00 42 43 DAP-AID PROPOSAL Page af4 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Infonnation Bidder's Proposal Bidlist Item Specification I Unit of Bid Description Unit Price Bid Value No. Section No, Measure Quantify UNIT II:SANITARY SEWER IMPROVEMENTS 1 0241.1118 4"-12"Pressure Plug 0241 14 FA 1 $500.00 $500.00 2 0241.2013 Remove 8"Sewer Line 0241 14 LF 75 $16.00 $1,200.00 3 0241.2301 Remove Sewer Junction Structure 0241 14 L5 1 $1,650.00 $1,650.00 4 3301.0002 Post-CCTV Inspection 33 01 31 LF 920 $2.00 $1,840.00 5 3301,0101 Manhole Vacuum Testing 33 0130 LA 10 $250.00 $2,500,00 6 3305,0109 Trench Safety 33 05 10 LF 9201 $1.00 $920.00 7 3305,0103 Exploratory Excavation of Existing Utilities 33 05 30 EA 1 $1,500.00 $1,500.00 8 3305.0113 Trench Water Stops 33 05 15 FA 9 Mom $4p500.00 9 3331.3101 4"Sewer Service 33 31 50 EA 40 $4,648,00 $185,920,00 10 3331.4201 10"Sewer Pie 33 11 10,33 31 1 LF 175 $42,00 $7,350.00 11 3331,4202 10"Sewer Pipe,CSS Backfill 33 11 10,3331 1 LF 20 $77.00 $1,540.00 12 3331.4205 10"DIP Sewer 33 11 10 LF 712 $112,00 $79,744.00 13 3331.4206 10"DIP Sewer,CSS Backfill 33 t 110 LF 20 $142.00 $2,840.00 14 3339.1001 4'Manhole 33 39 10,33 39 EA 2 $2,969.00 $5,938.00 15 3339.1004 4'Shallow Manhole 33 39 10,33 39 EA 8 $2,989.00 $23,912,00 16 17 18 19 20 21...—.---- -_... .._. _._--_.._ _. . _.___...___.___._..,._._._ 22 23 _ ..... .... 24 25 _.............._ .._ ._ _...__- ............ .. 26 27 28 29 -_ __ -._.-._.,.__..._--_ 30 31 32 33 34 35 36 - 37 ................ ...__._ .,..._,., ..._,.._ ._ _.,-, .......... _....._. . 38 39 40 41 42 - - - - ... ...... ... _ - 43 44 45 TOTAL UNIT II:SANITARY SEWER IMPROVEMENT $321,854.00 CITY OF PORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Fomi Version May 22,2019 0042 43_Bid Proposal DAPx19 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 00 42 43 DAP-BIT)PROPOSAL Page 3 ef4 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Itom Information Bidder's Proposal BidlistItern Specification Unit of Bid id Description Unit PriceFB Value No, Section No, Measure Quantity UNIT IV: PAVING IMPROVEMENTS 1 3211.0400 Hydrated Lime 32 11 29 TN 17 $225.00 $3,825,00 2 3211.0501 6"Lime Treatment 32 1129 SY 630 $7.15 $4,504.50 3 3213,0301 4"Cone Sidewalk 32 1320 SF 514 $6.25 $3,212.50 4 3213A101 6"Conc Pvmt 32 13 13 SY 494 $58.50 $28,899.00 5 3213.0507 Barrier Free Ramp,Type P-2 32 1320 EA 2 $290.00 $580.00 6 13291.0100 Topsoil 329119 CY 130 $18,00 $2,340.00 7 3292.0100 Block Sod Placement 3292 13 SY 11431 $9.50 $10,858.50 8 3441.4003 FurnishAnstall Alum Sip Ground Mount City Std 34 41 30 EA 1 $950.00 $950.00 9 3123.0103 Borrow by Plan 31 23 23 CY 736 $6.00 $4,416.00 10 3124.0101 Embankment by Plan 31 24 00 CY 47 $12.00 $564.00 11 347L0001 Traffic Control 3471 13 MO 1 $2,850.00 $2,850.00 12 13 14 15 16 17 18 19 20 21 22 23 24 25 zs 27 _.-28 ._ _.. .... _.... . . _ .._. _..._... ... 29 ...-.,. _ .,...-.-- ._,--_,._-._ -_,.__-.... ..-_ _.__..,_.. _._.__.. _ _.._. _ _. .___.._.. 30 31 32 33 ._.,... .. . ..........._.. .,. ..,__.._ .._. - - __.. _. 34 3537 ._.... .... 3fi - _ 38 39 40 41 - 42 44 45 TOTAL UNIT IV:PAVING IMPROVEMENLO $62,999.50 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-PEVLLOPRR AWARDED PROJECTS Form Version May 22,2019 9042 43_131d Proposnl_DAPxIs DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 00 42 43 DAP-BID PROPOSAL Page 4 or4 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No. Description Section No. Measure Quantity Unit Price Bid Value Sid Summary UN7 I:WATER IMPROVEMENTS $214,649.50 UNIT II:SANITARY SEWER IMPROVEMENTS $321,854.00 UNIT IV: PAVING IMPROVEMENTS $62,999.50 Total Construction Bid $599,503.00 This Bid is submitted by the entity named below: BIDDER: BY: Scott Denny Dennett Construction LC, 2313 Cullen Street Fort Worth.TX 76106 TITLE: 0tsiijfrl City,State Zip Code Here> DATE: 9116126 Contractor agrees to complete WORK for FINAL ACCEPTANCE within 68 working days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Version May 22,2019 00 42 43_Bid Proposal—DAPxIs DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E COMPLETION AGREEMENT—LENDER FUNDED This Completion Agreement("Agreement)is made and entered into by and among the City of Fort Worth ("City"), and Hines Waterside LLC, a Delaware limited liability company ("Developer"), and Providence Bank("Lender"), effective as of the date subscribed by the City's City Manager or Assistant City Manager. The City, the Developer and the Lender are hereinafter collectively called the "Parties". WITNESSETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 6.2 acres that is located in the City, the legal description of which tractof 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 PP-19-059; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Waterside Townhomes Phase 1 ("CFA");and WHEREAS, the City has required certain assurances of the availability of funds to complete the water and sewer utilities,streets/paving, storm drain, street lights and street signs for the development of the Property("Improvements"), and WHEREAS, in order to provide such assurances as have been required by the City, the Lender has agreed to advance certain funds to the City for Hard Costs (which term is hereinafter defined)subject to,and in accordance with,the terms,provisions and conditions of this Agreement; and WHEREAS, the Developer has granted to the Lender as additional security for the Loan (which term is hereinafter defined) a security interest in all plans and specifications for the development of the Property (collectively,the"Plans"); and WHEREAS,pursuant to Ordinance Number 23656-05-2019, the Fort Worth City Council has approved completion agreements as a financial guarantee authorized to be used in connection with Community Facilities Agreements; and WHEREAS, the Parties desire to set forth the terms and conditions of such City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 1 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E accommodations as are described above. NOW THEREFORE,for and in consideration of the benefits to be derived from the mutual observance by the Parties of the terms and conditions hereof, and for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration,the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agree 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 required to complete the Improvements in the aggregate should not exceed the sum of Five Hundred Ninety-Nine Thousand Five Hundred and Three Dollars ($599,503.00), hereinafter called the "Completion Amount". Notwithstandingthe foregoing, it is acknowledged that the actual costs of completion of the Improvements 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. 3. Adjustments to the Completion Amount. The Lender may from time to time make advances to the Developer for the development of the Property under the development loan that has been made by the Lender to the Developer for the purpose of financing the costs of constructing the Improvements for the Property (the "Loan") subject to, and in accordance with, the terms, conditions and provisions of the Loan Documents (which term is hereinafter defined) evidencing and securing the Loan. Some of those advances shall be for Hard Costs as specified in the "Approved Budget" relating to the Loan, a copy of which Approved Budget is marked Exhibit "B", attached hereto and incorporated herein for all purposes, with the Hard Costs line items highlighted. The term "Hard Costs" shall mean the actual costs of construction and installation of the Improvements. To the extent that advances under the Loan are for the payment of Hard Costs, the Completion Amount shall be deemed reduced, dollar for dollar. The Lender may withhold statutory retainage from any advances under the Loan or pursuant to this Agreement. All such retainage withheld, to the extent it is attributable to Hard Costs, shall also reduce the Completion Amount dollar for dollar. All retainage withheld by the Lender for Hard Costs that are advanced City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 2 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E to the City pursuant to this Agreement shall be released to the City as provided in the Texas Property Code upon expiration of the statutory retainage period. 4. Completion by the Developer. The Developer agrees to complete theImprovements on or before the date for completion that is established in the Loan Documents plusthirty(30) days (the "Completion Date"), in accordance with the CFA, the Plans approved by theLender and the City and all documents evidencing or securing the Loan(collectively,the"Loan Documents").For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Improvements. The City shall promptly notify the Lender and the Developer upon such acceptance. 5. Completion by the City. In the event that either: (A) the development of the Property is not completed by the Completion Date for any reason whatsoever,or(B)the Developer is in default under the Loan, then the Lender, at its sole option, may request the City to complete development. The City may, at its sole option and at the cost and expense of the Developer,within 10 days from receipt of Lender's request, notify Lender that it will undertake to complete the Improvements and the City shall then commence, pursue, and complete the Improvements in a reasonably timely, diligent and workmanlike manner in accordance with the Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City may use the Plans as necessary to complete the Improvements. If the City does not timely elect to complete the construction of the Improvements or if the Lender does not request the City to complete construction of the Improvements, then the Lender may at its election terminate this Agreement, or at its option, proceed to complete the Improvements, or foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to the Ci . In the event the Lender has requested the City and the City has elected to complete the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in the Approved Budget within 10 days (or such later date if agreed to by City and Lender) of the date that the City elected to complete and provided Lender with written notice of such election. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 3 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E Developer hereby authorizes and instructs-Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days ofnotification that the City elects to complete the Improvements Developer agrees that suchadvances made by Lender shall be treated as advances of loan proceeds and, as such, governed and secured by the Loan Documents. In the event the cost to complete the Improvements exceeds the moneys transferred to the City, City shall notify Lender and Developer in writing of the need of additional funds. (which may include, if agreed to by Lender, funds to satisfy any Mechanic's liens which have been generated by nonpayment of all or a portion of the cost of construction of the Improvements). The additional funds required to complete the Improvements shall be delivered to the City byDeveloper within 10 business days following notification to Lender and Developer. Failure to deliver the additional funds shall relieve the City of the obligation to complete the Improvements,in which event City shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them. Any remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Improvements if there is any default under any Loan Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the Completion Amount and Developer agrees that all advances made by Lender as stated in the proceeding sentence shall constitute advances of Loan proceeds and thus governed and secured by the Loan Documents. 8. Easements. In the event the City or the Lender undertakes the completion of the Improvements, the Developer (and to the extent necessary the Lender) grants to the City and the Lender open access to the Property and shall execute and deliver such temporary easements over and across the entirety of the Property for the purpose of access and use for the completion of the construction of the Improvements in accordance with this Agreement. To the extent requested by the City and the Lender,written temporary construction easements in form acceptable to the City City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 4of14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents. 9. Lender's Rights. Nothing in this Agreement shall affect any portion of the Lender's collateral for the Loan or limit or impair the Lender's right to foreclose the same or deal with the collateral as it elects in accordance with the Loan Documents. 10. 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 performance bond or other financial security in connection with the development of the Property and the completion of the Improvements 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. 11. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Improvements; (b)mutual written agreement of all of the Parties; or (c) the reduction of the Completion Amount to zero. However, release of theplat shall be governed by paragraph 12 hereof and termination pursuant to (b) or(c) of this paragraph 11 shall not require the City to release the plat. 12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Improvements 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. 13. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Improvements the following: a.A statement that the City is not holding any security to guarantee any payment for work performed on the Improvements; City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 5of14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 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 of the Improvements; and d. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in a.,b., and c. above. 14. 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 and 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 Attention: CFA Division Email: cfa@fortworthtexas.gov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: Richard A. McCracken Office of the City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Confirmation Number: 817-392-7611 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 6of14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E (ii) Notice to the Developer shall be addressed and delivered as follows: HINES WATERSIDE LLC 2700 Commerce Street DALLAS,TEXAS 75229 Email:jeff.kennemer@hines.com (iii) Notice to the Lender shall be addressed and delivered as follows: PROVIDENCE BANK 325 East Southlake Boulevard P.O. Box 94003 Southlake, Texas 76092 Email: rmcauley@providencebanktx.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, provided, however, that this Agreement shall not supersede, amend or modify any of the Loan Documents or any portion thereof. G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to his Agreement. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 7of14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E 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—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 8of14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E ACCORDINGLY,the City of Fort Worth,Developer and Lender have each caused this instrument to be 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 HINES WATERSIDE LLC, a Delaware limited liability company Dana Burghdoff(Jan 5,202 2:59 CST)jW By: Hines Waterside Associates LP, Dana Burghdoff a Texas limited partnership, Assistant City Manager its sole member By: Hines Interests Limited Partnership, a Delaware limited partnership, Date: Jan 5,2022 its general partner R�6e�t W. W6`t Approved as to Form & Legality: By: Robert W.Witte(Jan 3,2022 21:32 CST) Name: Robert W. Witte Title: Senior Managing Director Date: Jan 3,2022 Richard A.McCracken(Jan 5,2022 12:46 CST) p4�R� Richard A. McCracken pq�foilr� , LENDER: a o°°°°°°° �f► d Providence Bank Assistant City Attorney ��o° °00�d 01.o °o��d ATTEST: d0O °=d d TUstin Slosse� A ° ° 6 00 � Justin Slosser(Jan 3,2022 21:59 CST) �C � ooOppOo° ,✓ �a rEX Name: Justin Slosser Jannette S.Goodall(Jan 10,202216:55 CST) Title: President and CEO Jannette Goodall /Ronald Gonzales City Secretary/Asst. City Secretary tjk(Jan 3,2022 16:17 CST) M&C: Date: Jan 10,2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 9of14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E HINES INVESTMENT MANAGEMENT HOLDINGS LIMITED PARTNERSHIP, a Texas limited partnership, the Guarantor of the Development Loan, is executing this Completion Agreement for the sole purpose of acknowledging that advances that are made by theLender pursuant to this Completion Agreement shall be deemed to be advances that are made underthe Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by Mark A. Cover. GUARANTOR DS DocuSigned by; 13' Name: ar . Cover Title: Senior Managing Director/ Chief Executive Officer: City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 10 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E List of Exhibits to the Completion Agreement Attachment 1 -Changes to the Standard Completion Agreement Exhibit A- Legal Description Exhibit B - Approved Budget City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 11 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60D034B41 D8E ATTACHMENT"I" Changes to Standard Completion Agreement Negotiated changes located within the body of this agreement. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 12 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E EXHIBIT A BEING a 11.2004-acre (487,891 square foot) tract of land situated in the Evan H Burke Survey, Abstract No. 160, City of Fort Worth, Tarrant County, Texas; said tract being part of Phase 3, Tract 1 described in Special Warranty Deed to FW Waterside Land LLC recorded in Instrument No. D214224895 of the Official Public Records of Tarrant County, Texas; said tract being more particularly described as follows: BEGINNING at a point for the southwest corner of Lot 1, Block O, Waterside Addition, an addition to the City of Fort Worth according to the plat recorded in Instrument No. D217101002 of said Official Public Records; said point also being in the north line of Lot 2R2A, Block 4, Country Day Meadows, The Fourth Filing, an addition to the City of Fort Worth according to the plat recorded in Volume 388-161, Page 53 of the Plat records of Tarrant County, Texas; from said point a 1/2-inch iron rod found in the south line of said Lot 1 bears South 75005'06"West, a distance of 196.02 feet; THENCE North 75005'06" West, along the said north line of Lot 2R2A, a distance of 167.68 feet to a point for corner in the north line of Lot 1-R, Block 5, Country Day Meadows, an addition to the City of Fort Worth according to the plat recorded in Volume 388-156, Page 73 of said Plat Records; THENCE,in a westerly direction along the said north line of Lot 1-R,the following five (5) calls: North 800 19'23" West, a distance of 163.50 feet to a point for corner; North 71019'23" West, a distance of 139.20 feet to a point for corner; North 78°49'23" West, a distance of 203.20 feet to a point for corner; North 83°56'23" West, a distance of 227.00 feet to a point for corner; North 89059'23" West, a distance of 0.87 feet to a point for corner in the east line of that tract of land described in Warranty Deed to Texas Electric Service Company recorded in Volume 2593, Page 64 of the Deed Records of Tarrant County, Texas; THENCE North 18047'29" East, along the east line of said Texas Electric Service Company tract, at a distance of 15.97 feet passing the northeast corner of said Texas Electric Service Company tract; said point being the southeast corner of that tract of land described in Warranty Deed to Texas Electric Service Company recorded in Volume 2587,Page 72 of said Deed Records,continuing along the east line of the second said Texas Electric Service Company tract a total distance of 580.14 feet to a point for corner; said point being the southwest corner of Lot 1, Block F, Waterside Addition, an addition to the City of Fort Worth according to the plat recorded in Instrument No. D214269853 of said Official Public Records; City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 13 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E THENCE in an easterly direction along the south line of said Lot 1, Block F, the following three (3) calls: South 80039'00" East, a distance of 211.15 feet to a point for corner; South 66053'53" East, a distance of 296.48 feet to a point for corner; North 46040'24" East,a distance of 104.94 feet to a point for corner; said point being the most easterly southeast corner of said Lot 1, Block F; THENCE South 44030'12" East, a distance of 274.98 feet to a point for corner; said point being the northwest corner of said Lot 1, Block O; THENCE in a southerly direction along the west line of said Lot 1, Block O, the following five (5) calls: South 57041'28" East, a distance of 16.78 feet to a 5/8-inch iron rod with "KHA" cap set for corner; South 23'18'47" East, a distance of 197.09 feet to a point for corner; South 10°15'55" East, a distance of 64.53 feet to a point for corner; South 44031'35" West, a distance of 171.13 feet to a point for corner; South 27005'42" West, a distance of 87.13 feet to the POINT OF BEGINNING and containing 11.2004 acres or 487,891 square feet of land,more or less. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 14 of 14 DocuSign Envelope ID:OFEEEA08-9F2F-4D69-BC67-60DO34B41 D8E EXHIBIT B APPROVED BUDGET Items Developer's Cost A. Water and Sewer Construction 1. Water Construction 5 21 4,649.50 2. Sewer Construction 5 32l,354.00 Waterand Sewer struct'on Total 5 53&,503.50 B. TPVW Construction 1. Street $ 62,999.50 2. Storm Drain S - 3. Street Lights Installed by DevelDper 5 - 4. Signals S - TPW Can struction CostTotat 3 62.999.50 Total Construction Cost♦;excludiFig the fees): 3 991�.51 3A0 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 15 of 14