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HomeMy WebLinkAboutContract 51259 Received Date: 9/18/2018 Received Time: 9:46 a.m. Developer and Project Information Cover Sheet: Developer Company Name: Jabez Development,L.P. Address, State,Zip Code: 1038 Texan Trl,Grapevine,TX 76051 Phone &Email: 817-507-1100,bruce.frenchkhistorymaker.com Authorized Signatory,Title: Bruce French,Vice President Project Name: Chapin Village Phase 1 Brief Description: Water, Sewer,Paving, Storm Drain, Street Lights Project Location: West of the intersection of Chapin Rd.and Chapel Creek Blvd. Plat Case Number: FP-18-003 Plat Name: Mapsco: None Council District 3 CFA Number: 2018-032 City Project Number: 101456 City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 1 of 11 STANDARD COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 51259 WHEREAS, Jabez Development, L.P. , ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements")related to a project generally described as Chapin Village Phase 1 ("Project") within the City or the extraterritorial jurisdiction of Fort Worth, Texas ("City"); and WHEREAS, the City has no obligation to participate in the cost of the Improvements or Proj ect; and WHEREAS,any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA" or "Agreement") in connection with the collective Improvements for the Proj ect. NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer further acknowledges that said acceptance process requires the Developer's contractor(s) City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 2of11 to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under this contract. C. Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water(A) 2J, Sewer(A-1) ®, Paving (B) ®, Storm Drain (B-1) ®, Street Lights & Signs (C) Z. E. The Developer shall award all contracts for the construction of the Improvements in accordance with Section II,paragraph 7 of the Policy and the contracts shall be administered in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its contractor(s)pays the then-current City-established wage rates. F. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified,insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure, and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 3of11 iii. To require the contractor(s)it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents and same will be evidenced on the Certificate of Insurance (ACORD or other state-approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available; to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces,to not install or relocate any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. I_ 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 community facilities to be installed hereunder. City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 4of11 J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans, specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify, hold harmless and defend the City, its officers, agents and employees from all suits, actions or claims of any character,whether real or asserted,brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, 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 allezed nezli,-ence of the City of Fort Worth, its officers, servants, or employees. M. Developer will further require its contractors to indemnify, defend and hold harmless the City,its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from, or in any way connected with,the construction of the infrastructure contemplated herein, whether or not such injuries, death or damages are caused, in whole or in part, by the allemed nezli,-ence of the City of Fort Worth, its officers, servants, or employees. Further,Developer will require its contractors to indemnify, and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. City of Fort Worth,Texas Standard Community Facilities Agreement- Chapin Village Phase 1 CFA Official Release Date: 02.20.2017 Page 5 of 11 N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor,whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent (2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent (4%) and material testing fees equal to two percent (2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent (4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period,the developer may request that the CFA be extended for one additional year. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements if at the end of two(2)years from the date of this Agreement(and any extension period) the Improvements have not been completed and accepted. iv. The City may utilize the Developer's financial guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 6of11 construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. Q. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. IMMIGRATION AND NATIONALITY ACT R. 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'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 City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 7of11 Cost Summary Sheet Project Name: Chapin Village Phase 1 CFA No.: 2018-032 City Project No.: An Engineer's Estimate of Probable Cost is acceptable. However, the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 430,550.02 2. Sewer Construction $ 547,388.50 Water and Sewer Construction Total $ 977,938.52 B. TPW Construction 1. Street $ 1,000,711.69 2. Storm Drain $ 662,066.28 3. Street Lights Installed by Developer $ 111,545.75 4. Signals $ - TPW Construction Cost Total $ 1,774,323.72 Total Construction Cost(excluding the fees): $ 2,752,262.24 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 19,558.77 D. Water/Sewer Material Testing Fee(2%) $ 19,558.77 Sub-Total for Water Construction Fees $ 39,117.54 r E. TPW Inspection Fee(4%) $ 66,511.12 F. TPW Material Testing (2%) $ 33,255.56 G. Street Light Inspsection Cost $ 4,461.83 H. Signals Inspection Cost $ - H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ 104,228.51 Total Construction Fees: $ 143,346.05 Choice Financial Guarantee Options, choose one Amount Mark one Bond = 100% $ 2,752,262.24 Completion Agreement= 100%/Holds Plat $ 2,752,262.24 x Cash Escrow Water/Sanitary Sewer= 125% $ 1,222,423.15 Cash Escrow Paving/Storm Drain= 125% $ 2,217,904.65 Letter of Credit= 125%w/1 r expiration period $ 3,440,327.80 City of Fort Worth,Texas Standard Community Facilities Agreement- Chapin Village Phase 1 CFA Official Release Date: 02.20.2017 Page 8 of 11 ACCORDINGLY,the City of Fort Worth and Developer have each caused this instrument to be executed in quadruplicate 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 Jabez Development,L.P. a Texas limited _ partnership JesusJ.C�(Sep1,2018) By:BNMJR,Inc.,a Texas Corporation Jesus J. Chapa Its: General Partner Assistant City Manager Date: Sep 14,2018 Br�cce-�reycc� Recommended by: Bruce French(Sep 7,2018) Name: Bruce French Title: Vice President Evelyn Roo s(Sep 13,2018) Sep 7,2018 Evelyn Roberts/Jennifer Ezernack Date: Project Assistant Planning and Development Contract Compliance Manager: Approved as to Form & Legality: By signing, I acknowledge that I am the person responsible for the monitoring and Rid A. 4WQraek&m, administration of this contract, including Richard A.McCracken(Sep 14,2018) ensuring all performance and reporting Richard A. McCracken requirements. Assistant City NIA Attorney M&C No. Janie Scarlett Morales(Sep 13,2018) Date: Name: Janie Morales Form 1295: N/A Title: Development Manager ATTEST: Mary J.K ZKr (Se ,2018) Mary J. ayser/Ronald Gonzales City Secretary/Assistant City Secretary City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 9of11 Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment ® Attachment 1 - Changes to Standard Community Facilities Agreement ® Location Map ® Exhibit A: Water Improvements ® Exhibit A-1: Sewer Improvements ® Water and Sewer Cost Estimates ® Exhibit B: Paving Improvements ® Paving Cost Estimate ® Exhibit B-1: Storm Drain Improvements ® Storm Drain Cost Estimate ® Exhibit C: Street Lights and Signs Improvements ® Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 10 of 11 ATTACHMENT"1" Changes to Standard Agreement Community Facilities Agreement City Project No. 101456 None. City of Fort Worth,Texas Standard Community Facilities Agreement-Chapin Village Phase 1 CFA Official Release Date:02.20.2017 Page 11 of 11 V Lacy Construction Civil Construction As Planned wvnv.ihiacy.corn Project: Chapin Village Phase 1-Utilities Engineer: Teague,Nall,&Perkins,Inc. City: Fort Worth Attn: Chris A.Edwards Date:June 29,2018 Owner: zena Mgmt Time:2:00 PM Attn: Dee DiFonzo ITEM CODE ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT ••• WATER IMPROVEMENTS 1 Trench Safely LF 6,073 $0.15 $910.95 2 20"Casing By Other Than Open Cut LF 84 $528.74 $44,414.16 3 Ductile Iron Water Fillings w/Restraint TN 3.23 $7,870.47 $25,421.62 4 8"PVC(DR-14)Water Pipe LF 6,073 $26.25 $159,416.25 5 Fire Hydrant Assembly EA 9 $4,030.01 $36,270.09 6 Connection to Existing 16"Water Main EA 1 INCL W/TAPP SLV 7 Connection to Existing 4"-12"Water Main EA 2 $891.45 $1,782.90 8 1"Water Service EA 132 $877.37 $115,812.84 9 8"Gate Valve EA 34 $1,222.87 $41,577.58 10 16"x 8"Tapping Sleeve&Valve EA 1 $4,943.63 $4,943.63 SUBTOTAL: $430,550.02 •• SANITARY SEWER IMPROVEMENTS 1 Post-CCTV Inspection of Sewer Line LF 5719 $1.02 $5,833.38 2 Manhole Vacuum Testing EA 24 $200.00 $4,800.00 3 Trench Safety LF 5719 $0.62 $3,545.78 4 20"Steel Casing By Open Cut LF 236 $152.35 $35,954.60 5 4"Sewer Service EA 132 $836.34 $110,396.88 6 8"PVC(SDR-26)Sewer Pipe LF 5048 $44.46 $224,434.08 7 8"Sewer Pipe,CSS Backfill LF 453 $58.04 $26,292.12 8 8"DIP Sewer Pipe LF 218 $106.31 $23,175.58 9 Epoxy Manhole Liner VF 71 $227.18 $16,129.78 10 4'Manhole EA 22 $3,427.99 $75,415.78 11 4'Drop Manhole EA 2 $5,159.50 $10,319.00 12 4'Extra Depth Manhole VF 88 $126.04 $11,091.52 SUBTOTAL: $547,388.50 DRAINAGE IMPROVEMENTS i Block Riprap,Dry SY 295 $88.37 $26,069.15 2 Trench Safety LF 1947 $0.38 $739.86 3 21"RCP,Class III LF 123 $61.31 $7,541.13 4 24"RCP,Class III LF 1498 $69.19 $103,646.62 5 36"RCP,Class III LF 152 $122.30 $18,589.60 6 5-3'x2'Box Culvert LF 57 $806.88 $45,992.16 7 3'x3'Box Culvert LF 57 $528.46 $30,122.22 8 10'x5'Box Culvert LF 60 $710.58 $42,634.80 $4,359.27 $21,796.35 9 4'Storm Junction Box EA 5 10 24"Straight Headwall,1 Pipe EA 2 $1,885.09 $3,770.18 11 36"Straight Headwall,1 Pipe EA 1 $2,709.82 $2,709.82 12 10'Curb Inlet EA 16 $5,301.82 $84,829.12 13 15'Curb Intel EA 3 $6,480.00 $19,440.00 14 6"Concrete Flume w/6"Curbs SF 219 $10.73 $2,349.87 15 Pedestrian Rail per TxDOT PR1 SF 456 $144.86 $66,056.16 16 Culvert#1 Headwall EA 2 $46'444.81 $92'889.62 17 Culvert#2 Headwall EA 2 $46,444.81 $92,889.62 SUBTOTAL: $662,066.28 TOTAL: $1,640,004.80 TO BE BILLED BY SEPARATE INVOICE UPON DELIVERY OF EXECUTED BONDS City of Fort Worth Bonds(Utilities) LS 1 $34,000.00 $34,000.00 NOTE:THIS PROPOSAL IS BASED ON THE ATTACHED SPECIAL CONDITIONS,WHICH WILL BECOME A PART OF ANY CONTRACT RESULTING FROM IT. NOTE:THIS PROPOSAL IS BASED ON MATERIALS BEING AVAILABLE IN SUFFICIENT QUANTITY AND BID DATE PRICES AT TIME WORK IS PERFORMED. L.H.Lacy Company,Ltd. Submitted By:L.H.Lacy Company,Ltd. Signed: Printed Benjamin Drake Title:Chief Estimator Date:June 29,2018 1880 Crown Road P.O.Box 541297 T:214.357.0146 Dallas,Texas 75234 Dallas,Texas 75354-1297 F,214-350.0662 +�► Lacy Construction Civil Construction As Planned www.lhlacy.com Project: Chapin Village,Phase 1 -Paving Engineer: Teague,Nall,&Perkins,Inc. City: Fort Worth Attn: Chris A.Edwards Date: June 29,2018 Owner: Big 5 Development,L.P. Time: 2:00 PM Attn: Kyle Joyce ITEM CODE ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT UNIT IV:PAVING IMPROVEMENTS 1 Hydrated Lime(33lb/SY) TN 362 $147.70 $53,467.40 2 6"Lime Treatment(33lb/SY) SY 21,891 $2.34 $51,224.94 3 HMAC Transition SY 154 $76.68 $11,808.72 4 6"Conc Pvmt SY 20,590 $37.41 $770,271.90 5 4"Conc Sidewalk SF 13,002 $5.40 $70,210.80 6 Barrier Free Ramp,Type R-1 EA 7 $1,525.62 $10,679.34 7 Barrier Free Ramp,Type M-2 EA 3 $1,502.18 $4,506.54 8 Barrier Free Ramp,Type P-1 EA 11 $1,451.55 $15,967.05 11 Pavement Markings/Signage LS 1 $9,850.00 $9,850.00 12 Remove Signage/Barricade EA 2 $1,362.50 $2,725.00 TOTAL: $1,000,711.69 TO BE BILLED BY SEPARATE INVOICE UPON DELIVERY OF EXECUTED BONDS City of Fort Worth Bonds(Paving) LS 1 $22,909.62 $22,909.62 NOTE:THIS PROPOSAL IS BASED ON THE ATTACHED SPECIAL CONDITIONS,WHICH WILL BECOME A PART OF ANY CONTRACT RESULTING FROM IT. NOTE: THIS PROPOSAL IS BASED ON MATERIALS BEING AVAILABLE IN SUFFICIENT QUANTITY AND BID DATE PRICES AT TIME WORK IS PERFORMED. NOTE:AS OF THE DATE ABOVE,LACY CANNOT COMMIT TO A START DATE BEFORE DEC.2018 L.H.Lacy Company,Ltd. Submitted By: L.H.Lacy Company,Ltd, Signed: � � l� )U r Printed Michelle Fieseler Title:Estimator Date:June 29,2018 1880 Crown Road P.O.Box 541297 T:214.357.0146 Dallas,Texas 75234 Dallas,Texas 75354-1297 F:214.350.0662 Proposal for Street Lights PROJECT Chapin Village Phase 1 BID DATE 07/10/18 5:OOPM(Tuesday) Independent Utility Construction, Inc. OWNER City of Fort Worth 5109 Sun Valley Drive, Fort Worth TX 76119 PROJECT# 101456 817-478-4444 / estimating@iuctx.com quoTEDATE 07/10/18 CoFW Pre-Qualification Expires: 03/2612019 EXPIRES 08/09/18 C • 71tem DescriptionQuantitylUOMI V-01 2605.3015 2"CONDT PYC SCH 80(T) 1,305 LF 7.58 9,891.90 g 43441.3301 441.1502 Ground Box Type B,w/Apron 26 EA 57.00 1,482.00 441.3002 Rdwy Ilium Assembly TY 11 28 EA 2,130.00 59,640.00 Rdwy Ilium Foundation TY 1 28 EA 1,303.55 36,499.40 V-05 19999.9999 #10 XHHW 3,915 LF 1 1.03 4,032.45 GRAND TOTAL: $111,545.75 This proposal is offered as a complete package and any deviations from the quantities listed could result in price adjustments and/or withdrawal of the entire proposal. 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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 44.1 Iacres that is 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 18-003 or FS<Number>; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Chapin Village 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, 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 benefits to be derived from the mutual observance by the Parties of the terms and conditions hereof, and for and in consideration of Ten City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 1 of 16 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 Two Million, Seven Hundred Fifty-Two Thousand, Two Hundred Sixty-Two, Twenty-Four One Hundredths Dollars ($2,752,262.24), hereinafter called the "Completion Amount". Notwithstanding the 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 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 the Improvements on or before the date for completion that is established in the Loan Documents plus City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 2 of 16 thirty (30) days (the "Completion Date"), in accordance with the CFA, the Plans approved by the Lender 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 of the date that the City elected to complete and provided Lender with written notice of such election. The Developer hereby authorizes and instructs the Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of notification that the City elects to complete the Improvements and Developer agrees that advances made by Lender to the City shall be deemed to be advances on the Loan and secured by the Loan Documents. . 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 16 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. The additional funds required to complete the Improvements shall be delivered by the Developer to the City within 10 business days following notification to Lender and Developer. Failure by the Developer 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 funds Lender expends shall be deemed advances on the Loan 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 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 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 4of16 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 the plat 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; 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. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 5of16 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 (ii) Notice to the Developer shall be addressed and delivered as follows: Jabez Development, L.P. 1038 Texan Trail Grapevine, Texas 76051 Email kylejoyce@historymaker.com (iii) Notice to the Lender shall be addressed and delivered as follows: Simmons Bank P.O.Box 7009 Pine Bluff,Arkansas 71611 Email: Alec.BaMksimmonsbank.com City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 6of16 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. 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 JLE CFA Official Release Date:07.01.2015 Page 7of16 ACCORDINGLY, the City of Fort Worth, Developer and Lender have each caused this instrument to be executed in quadruplicate 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: Jabez Development, L.P., a Texas limited partnership By: BNMJR, Inc., a Texas Corportation Jesus J.Chapa(Sep 14,2018) Its: General Partner Jesus J. Chapa Assistant City Manager Se 14 2018 Brice Date: p Bruce French(Sep 7,2018) Name: Bruce French Recommended by: Title: Vice President Evelyn Rop s(Sep 13,2018) Evelyn Roberts Contract Compliance Specialist Date: Sep 7,2018 Planning and Development LENDER: SIMMONS BANK, an Arkansas state bank Approved as to Form and Legality: ktdwrd A. McC,Ack&n, Richard A.McCracken(Sep 14,2018) kec B6 Lr'! Alec Barry(Sep 13,2018) Richard A. McCracken Assistant City Attorney Name: Alec Barry Title: Regional President ATTEST: Contract Compliance Manger By signing I acknowledge that I am the person responsible for the monitoring and Mary J.Kay r(SZZ,2018) administration of this contract, including Mary J Kayser ensuring all performance and reporting City Secretary requirements. ('� 7gel �� Gett�Io�ctGel M&C. Janie Scarlett Morales(Sep 13,2018) Date: Janie S. Morales Development Manager City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 8of16 HMH Lifestyles, L.P., a Texas Limited Partnership, the Guarantor of the Loan, is executing this Completion Agreement for the sole purpose of acknowledging that advances that are made by the Lender pursuant to this Completion Agreement shall be deemed to be advances that are made under the Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by HMH LIFESTYLES, L.P. GUARANTOR HMH LIFESTYLES, L.P., a Texas limited partnership by BNMJR, Inc., a Texas corporation, Its: General Partner By: Bruce French(Sep 7,2018) Name: Bruce French Title: Vice President City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 9of16 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 10 of 16 ATTACHMENT"1" Changes to Standard Completion Agreement None City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 11 of 16 EXHIBIT A WHEREAS JABEZ DEVELOPMENT, L.P. is the owner of a tract of land situated in the C.K. Gleason Survey,Abstract No. 559, Tarrant County, Texas and being all of a tract of land to same as recorded in Instrument Number D218096393 of the Official Public Records of Tarrant County, Texas, and a portion of County Road No. 1029, and being more particularly described by metes and bounds as follows: BEGINNING at a 3/8 inch iron rod found lying on the north line of County Road No. 1029 said point also being the southwest corner of a tract of land described by deed to Donna Adams recorded in Volume 8448, Page 1968 of the Deed Records of Tarrant County, Texas and lying on the east line of said Jabez tract; THENCE South 00 degrees 12 minutes 55 seconds West departing the north line of said County Road a distance of 18.90 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" found for corner lying in the near center of said County Road; THENCE South 89 degrees 40 minutes 39 seconds East along the near center of said County Road, a distance of 51.13 feet to a I iron rod found for corner; THENCE South 00 degrees 18 minutes 29 seconds West continuing along the near center of said County Road, a distance of 592.24 feet to a 5/8 inch iron rod with cap stamped "TNP" found for the most northerly northeast corner of Palmilla Springs, an addition to the City of Fort Worth as recorded in Cabinet A, Slide 12306 of the Plat Records of Tarrant County, Texas said point lying on the north right-of-way line of Chapin Road a called(80 foot right-of-way) and at the beginning of a curve to the right; THENCE with said curve to the right along the north line of said Chapin Road passing a 5/8 inch iron rod with cap stamped "TNP" found for the northwest corner of said Palmilla Springs at a distance of 370.83 feet, said overall curve having a radius of 1010.00 feet, a central angle of 36 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 12 of 16 degrees 10 minutes 14 seconds, an arc length of 637.61 feet, a chord bearing of North 70 degrees 44 minutes 04 seconds West, a distance of 627.07 feet to a 5/8 inch iron rod with cap stamped "TNP" found for corner; THENCE North 52 degrees 38 minutes 57 seconds West continuing along the north line of said Chapin Road, a distance of 145.62 feet to a 5/8 inch iron rod with cap stamped "TNP" found for corner at the beginning of a curve to the left; THENCE with said curve to the left continuing along the north line of said Chapin Road having a radius of 1690.00 feet,a central angle of 20 degrees 30 minutes 50 seconds, an arc length of 605.08 feet, a chord bearing of North 62 degrees 54 minutes 22 seconds West, a distance of 601.85 feet to a 5/8 inch iron rod with cap stamped "TNP" found for the southwest corner of said Jabez tract; THENCE North 02 degrees 21 minutes 40 seconds East departing the north line of said Chapin Road, a distance of 29.90 feet to a PK nail found in the near center of said County Road; THENCE South 89 degrees 40 minutes 39 seconds East along the near center of said County Road, a distance of 120.33 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 02 degrees 15 minutes 31 seconds East departing said County Road and along the west line of said Jabez tract, passing a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" found for reference at a distance of 19.33 feet same lying on the north line of said County Road and continuing along the west line of said Jabez tract a total distance of 1167.40 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" found for the southwest corner of a called 3.50 acre Drill Site Lease recorded in Instrument No.D205267559 of the Official Public Records of Tarrant County,Texas; THENCE South 89 degrees 59 minutes 48 seconds East, along the south line of said Drill Site Lease, a distance of 420.40 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" found for the southeast corner of same, said point also being an inner "ell" corner of said Jabez tract; 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 16 THENCE North 00 degree 00 minute 12 seconds East, along the east line of said Drill Lease Site, a distance of 368.88 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" found for the northeast corner of same, also lying on the south line of a tract of land described by deed to John W. Cantwell recorded in Volume 10916, Page 2018 of the Deed Records of Tarrant County,Texas and at the most northerly northwest corner of said Jabez tract; THENCE South 89 degrees 58 minutes 53 seconds East along the common line of said Jabez tract and said Cantwell tract, a distance of 660.42 feet to a 1/2 inch iron rod found for the southeast corner of said Cantwell tract, the northeast corner of said Jabez tract and lying on the west line of Trail Ridge Estates, an addition to the City of Fort Worth,Texas according to the plat recorded in Cabinet A, Slide 9906 of the Plat Records of Tarrant County,Texas; THENCE South 00 degree 03 minutes 37 seconds West,along the common line of said Trail Ridge Estates and said Jabez tract, a distance of 194.11 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" found at an angle point of said Jabez tract, the most westerly southwest corner of said Trail Ridge Estates and for the northwest corner of Trail Ridge Estates, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet A, Slide 8728 of the Plat Records of Tarrant County,Texas; THENCE South 00 degrees 22 minutes 28 seconds West, along the common line of said last mentioned Trail Ridge Estates and said Jabez tract, a distance of 570.00 feet to a 1/2 inch iron rod with cap stamped`BEASLEY" found at an angle point in same; THENCE South 12 degrees 48 minutes 27 seconds East, continuing along said common line, a distance of 100.22 feet to a 5/8 inch iron rod with cap stamped R.P.L.S. 5430 found for the northeast corner of said previously mentioned Adams tract; THENCE along the common line of said Jabez tract and said Adams tract the following courses and distances; 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 16 THENCE North 86 degrees 41 minutes 04 seconds West, a distance of 106.96 feet to a 1/2 inch iron rod found for corner; THENCE South 01 degrees 20 minutes 00 seconds West, a distance of 199.80 feet to a 1/2 inch iron rod found for corner; THENCE South 81 degrees 13 minutes 30 seconds East, a distance of 42.60 feet to a to a 1/2 inch iron rod found for corner; THENCE South 00 degrees 12 minutes 55 seconds West a distance of 460.39 feet to the POINT OF BEGINNING containing 1,920,865 square Feet, or 44.097 acres of land. 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 16 EXHIBIT B APPROVED BUDGET Section I Water $430,550.02 Sewer $547,388.50 Subtotal $977,938.52 Section II Interior Streets $1,000,711.69 Storm Drains $662,066.28 Subtotal $1,662,777.97 Section III Street Lights $111,545.75 Sub-total $111,545.75 TOTAL $2,752,262.24 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 16 of 16