HomeMy WebLinkAboutContract 60372Received Date: Oct 27, 2023
Received Time: 11:00 AM
Developer and Project Information Cover Sheet:
Developer Company Name:
Address, State, Zip Code:
HTQ Sam Reynolds Owner LP
2700 Commerce St., 41600 Dallas, Texas 75226
Phone & Email:
972-716-2900 1 Rob.Witte(a hines.com
Authorized Signatory, Title:
Robert W. Witte, Senior Managing Director
Project Name:
Tradition, Central Phase 3C
Water, Sewer, Paving, Strom Drain and Street Lights
Brief Description:
Project Location:
Hwy 114, West of 156 and South of Sam Reynolds Rd.
Plat Case Number:
PP-19-008
Plat Name:
Tradition, Central and Southern Phase
Mapsco:
CFA Number:
641D
22-0110
Council District:
City Project Number:
7
103518 1 IPRC21-0092
City of Fort Worth, Texas OFFICIAL RECORD
Standard Community Facilities Agreement CITY SECRETARY
Rev. 9/21 FT. WORTH, TX
City Contract Number: 60372
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 HTQ Sam Reynolds Owner LP
("Developer"), acting by and through its duly authorized representative. City and Developer are referred to
herein individually as a "party" and collectively as the "parties."
WHEREAS, Developer is constructing private improvements or subdividing land within the
corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Tradition,
Central Phase 3C ("Project"); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement ("Community Facilities" or "Improvements"); and
WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land, pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the City is not participating in the cost of the Improvements or Project; and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated
into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists between the terms and conditions
of this Agreement and the CFA Ordinance, the CFA Ordinance shall control.
City of Fort Worth, Texas OFFICIAL RECORD
Standard Community Facilities Agreement CITY SECRETARY
Rev. 9/21 FT. WORTH, TX
2.
Incorporation of Engineering Plans
The engineering plans for the Improvements that have been approved by the City ("Engineering
Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide
at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to
construct the Improvements required by this Agreement.
3.
Description of Improvements; Exhibits and Attachments
The following exhibits describe the general location, nature and extent of the Improvements that
are the subject of this Agreement and are attached hereto and incorporated herein by reference:
❑x Exhibit A: Water
® Exhibit A-1: Sewer
❑X Exhibit B: Paving
® Exhibit B-1: Storm Drain
❑X Exhibit C-1: 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-1, the Location Map, or the Cost Estimates
conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 —
Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and
Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all
purposes.
4.
Construction of Improvements
Developer agrees to cause the construction of the Improvements contemplated by this Agreement
and that said construction shall be completed in a good and workmanlike manner and in accordance with
all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the
Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements
until the City receives affidavits and lien releases signed by Developer's contractors verifying that the
contractors, and all subcontractors and material suppliers, have been paid in full for constructing the
Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
City of Fort Worth, Texas Page 3 of 20
Standard Community Facilities Agreement
Rev. 9/21
6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term").
If construction of the Improvements has started during the Term, the Developer may request that this
Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall
be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement.
In no event shall the Term of this Agreement plus any Extension Periods be for more than three years.
7.
Failure to Construct the Improvements
(a) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements if at the end of the Term, and any Extension Periods, the
Improvements have not been completed and accepted by the City.
(b) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements or to cause the payment of costs for construction of the
Improvements before the expiration of the Term, and any Extension Period, if the Developer
breaches this Agreement, becomes insolvent, or fails to pay costs of construction.
(c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers
are not paid for construction costs or materials supplied for the Improvements the contractors and
suppliers may place a lien upon any property which the City does not have an ownership interest
that is the subject of the Completion Agreement.
(d) Nothing contained herein is intended to limit the Developer's obligations under the CFA
Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's
contractors, or other related agreements.
8.
Termination
If Developer desires to terminate this Agreement before Developer's contractors begin
constructing the Improvements, Developer agrees to the following:
(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any final plats that have been filed with the county where the Project
is located; and
(c) to pay to the City all costs incurred by the City in connection with this Agreement, including
time spent by the City's inspectors at preconstruction meetings.
9.
Award of Construction Contracts
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Standard Community Facilities Agreement
Rev. 9/21
(a) Developer will award all contracts for the construction of the Improvements and cause the
Improvements to be constructed in accordance with the CFA Ordinance.
(b) Developer will employ construction contractors who meet the requirements of the City to construct
the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to
construct the Improvements in the City.
(c) Developer will require Developer's contractors to provide the City with payment and performance
bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent
(100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and
performance bonds shall guarantee construction of the Improvements and payment of all
subcontractors and material suppliers. Developer agrees to require Developer's contractors to
provide the City with a maintenance bond naming the City as an obligee, in the amount of one
hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in
materials and workmanship for the Improvements by the contractor and surety for a period of two
(2) years after completion and final acceptance of the Improvements by the City. All bonds must
be provided to the City before construction begins and must meet the requirements of the City's
Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code.
(d) Developer will require Developer's contractors to provide the City with insurance equal to or in
excess of the amounts required by the City's standard specifications and contract documents for
developer -awarded infrastructure construction contracts. The City must be named as an additional
insured on all insurance policies. The Developer must provide the City with a Certificate of
Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's
insurance provider, which shall be made a part of the Project Manual.
(e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice
of their intent to commence construction of the Improvements to the City's Construction Services
Division so that City inspection personnel will be available. Developer will require Developer's
contractors to allow construction of the Improvements to be subject to inspection at any and all
times by the City's inspectors. Developer will require Developer's contractors to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives
consent to proceed, and to allow such laboratory tests as may be required by the City.
(f) Developer will not allow Developer's contractors to begin construction of the Improvements until
a notice to proceed to construction is issued by the City.
(g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and
water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and
service lines have been completed to the satisfaction of the City.
10.
Utilities
Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project;
and (2) to construct the Improvements required herein. City shall not be responsible for payment of any
costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with
any of the Improvements to be constructed pursuant to this Agreement.
City of Fort Worth, Texas Page 5 of 20
Standard Community Facilities Agreement
Rev. 9/21
11.
Easements and Rights -of -Way
Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for
the construction and dedication to the City of the Improvements provided for by this Agreement.
12.
Liability and Indemnification
(a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND
HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY
PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES
SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT.
(b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES
HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF
ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT
OF AN Y INJURIES OR DAMAGES SUSTAINED B Y AN YPERSONS, 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
PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL
OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS
CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES,
WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE
OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES.
(c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM
AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY
NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON
ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY,
INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER
OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN
PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE
ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY
FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR
CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE
WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE
MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE,
AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
City of Fort Worth, Texas Page 6 of 20
Standard Community Facilities Agreement
Rev. 9/21
Upon completion of all work associated with the construction of the Improvements, Developer will
assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its
contractors, along with an assignment of all warranties given by the contractors, whether express or implied.
Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City
the right to enforce such contracts as an express intended third party beneficiary of such contracts.
14.
Estimated Fees Paid by Developer; Reconciliation
Prior to execution of this Agreement, Developer has paid to the City the estimated cost of
administrative material testing service fees, construction inspection service fees, and water testing lab fees
in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the
construction of the Improvements, the City will reconcile the actual cost of administrative material testing
service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid
by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer,
the Developer must pay the difference to the City before the Improvements will be accepted by the City. If
the actual costs of the fees are less than the estimated payments made by the Developer, the City will refund
the difference to the Developer. If the difference between the actual costs and the estimated payments made
by the Developer is less than fifty dollars ($50.00), the City will not issue a refund and the Developer will
not be responsible for paying the difference. The financial guarantee will not be released by the City or
returned to the Developer until reconciliation has been completed by the City and any fees owed to the City
have been paid by the Developer.
15.
Material Testing
The City maintains a list of pre -approved material testing laboratories. The Developer must
contract with material testing laboratories on the City's list. Material testing laboratories will provide copies
of all test results directly to the City and the Developer. If the Improvements being constructed fail a test,
the Developer must correct or replace the Improvements until the Improvements pass all retests. The
Developer must pay the material testing laboratories directly for all material testing and retesting. The City
will 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 parry by hand -
delivery or by mail, addressed to such parry at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY:
Development Coordination Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
DEVELOPER:
HTQ Sam Reynolds Owner LP
2700 Commerce St., 41600
Dallas, Texas 75226
Page 7 of 20
With copies to:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other parry hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3) years after final payment under the contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further, that City shall have access during normal working hours to all of the contractor's facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Developer shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its employees, representatives, agents, servants, officers,
contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat
superior shall not apply as between the City and its officers, representatives, agents, servants and
employees, and Developer and its employees, representatives, agents, servants, officers, contractors,
City of Fort Worth, Texas Page 8 of 20
Standard Community Facilities Agreement
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subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Developer. It is further understood that the
City shall in no way be considered a co -employer or a joint employer of Developer or any employees,
representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer.
Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be
entitled to any employment benefits from the City. Developer shall be responsible and liable for any and
all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents,
servants, officers, contractors, subcontractors, and volunteers.
The City, through its authorized representatives and employees, shall have the sole and exclusive
right to exercise jurisdiction and control over City employees.
19.
Applicable Law; Venue
This Agreement shall be construed under and in accordance with Texas law. Venue shall be in
the state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
20.
Non -Waiver
The failure of the City to insist upon the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent
of City's right to assert or rely on any such term or right on any future occasion.
21.
Governmental Powers and Immunities.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
22.
Headings
The paragraph headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
23.
Severability
In the event that any clause or provision of this Agreement shall be held to be invalid by any
court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof.
24.
Review of Counsel
City and Developer, and if they so choose, their attorneys, have had the opportunity to review
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Standard Community Facilities Agreement
Rev. 9/21
and comment on this document; therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting 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 20
Standard Community Facilities Agreement
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entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
28.
Immigration and Nationality Act
Developer shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Developer shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Developer shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER,
DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Developer, shall have the right to immediately terminate this Agreement for violations of this
provision by Developer.
29.
Amendment
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
30.
Assignment and Successors
Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this
Agreement without the prior written consent of City. Any attempted assignment or subcontract without the
City's prior written approval shall be void and constitute a breach of this Agreement.
31.
No Third -Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
32.
Compliance with Laws, Ordinances, Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
City of Fort Worth, Texas Page 11 of 20
Standard Community Facilities Agreement
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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 20
Standard Community Facilities Agreement
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36.
Cost Summary Sheet
Project Name: Tradition, Central Phase 3C
CFA No.: 22-0110
Items
A. Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sevmr Construction Total
City Project No.: 103518
B. TPW Construction
1 . Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Signals
TPW Construction Cost Total
Total Construction Cost (excluding the fees)
Estimated Construction Fees:
C. Construction Inspection Service Fee
D. Administrative Material Testing Service Fee
E. Water Testing Lab Fee
Total Estimated Construction Fees:
FlnanniA1 1311aranlaa nnlinnc r_hnn_ca nno
Developer's Cost
$ 355,354.50
$ 341,170.40
$ 696,524.90
1PRC No.: 21-0092
$
992,416.50
$
405,759.50
$
98,006.48
$
1,496,182.48
$ 2,192,707.38
$37,500.00
$8,575.00
$540.00
$ 46,616.00
Choice
Arnnnn! /Mark nno)
Bond = 100%
$ 2,192,707.38
Completion Agreement = 100% / Holds Plat
$ 2,192,707.38
X
Cash Escrow Water/Sanitary Sewer= 125%
$ 870,656.13
Cash Escrow Paving/Storm Drain = 125%
$ 1,870,228.10
Letter of Credit = 125%
$ 2,740,884.23
Escrow Pledge Agreement = 125%
$ 2,740,884.23
City of Fort Worth, Texas Page 13 of 20
Standard Community Facilities Agreement
Rev. 9/21
IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their
duly authorized signatories to be effective on the date executed by the City's Assistant City Manager.
CITY OF FORT WORTH
Dana LGtYGIG k ff
Dana Burghdoff (Oct 2Y202310:0 CDT)
Dana Burghdoff
Assistant City Manager
Date: Oct 27, 2023
Recommended by:
am
Dwayne Hollars (Oct 26, 2023 09 46 CDT)
Dwayne Hollars
Contract Compliance Specialist
Development Services
Approved as to Form & Legality:
Richard A. McCracken (Oct 26, 2023 17:06 CDT)
Richard A. McCracken
Sr. Assistant City Attorney
M&C No. N/A
Date: Oct 26, 2023
Form 1295: N/A
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fORT�YpJ
ATTEST:
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V QdCppjEX�soa"
Jannette S. Goodall
City Secretary
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Contract Compliance Manager:
By signing, I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Vin6.6m
Rebecca Diane Owen (Oct 26, 2023 12:35 CDT)
Rebecca Owen
Development Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DEVELOPER
HTQ Sam Reynolds Owner LP,
a Texas limited partnership
By: HTQ Sam Reynolds GP LLC,
a Delaware limited liability company,
its general partner
By: HTQ Sam Reynolds LP,
a Delaware limited partnership,
its sole member
By: Hines Wildflower Ranch Associates LP,
a Delaware limited partnership,
its general partner
By: Hines Wildflower Ranch GP LLC,
a Delaware limited liability company,
its general partner
By: Hines Investment Management
Holdings Limited Partnership,
a Texas limited partnership,
its sole member
16161t-Gr/. Gr�lztl-
Bv: Robert W. Witte (Oct 26, 2023 0933 CDT)
Name: Robert W. Witte
Title: Senior Managing Director
Date: Oct 26, 2023
ATTEST:
Dustin Davidson
Dustin Davidson (Oct 17, 202315 23 CDT)
Dustua Davidson
Mauagnig Director
OFFICIAL RECORD
City of Fort Worth, Texas CITY SECRETARY
Standard Community Facilities Agreement FT. WORTH, Tx
Rev. 9/21
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
❑X 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
❑X
Exhibit B-1: Storm Drain Improvements
❑X
Exhibit C-1: Street Lights and Signs Improvements
❑X
Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth, Texas Page 16 of 20
Standard Community Facilities Agreement
Rev. 9/21
ATTACHMENT "I"
Changes to Standard Community Facilities Agreement
City Project No. 103518
None
City of Fort Worth, Texas Page 17 of 20
Standard Community Facilities Agreement
Rev. 9/21
ATTACHMENT "2"
Phased CFA Provision
City Project No. 103 518
The improvements being constructed by Developer pursuant to this Agreement will
connect to and are dependent upon improvements being constructed by HT HWY 114
Development LP under a separate Community Facilities Agreement (City Secretary Contract
Number 57873) that have not been completed and accepted by the City. Developer and HT HWY
114 Development LP are ultimately managed by Hines Investment Management Holdings Limited
Partnership. Therefore, this Agreement shall be considered a "Phased CFA" and the provisions
contained in this section shall apply to this Agreement.
The improvements being constructed under the separate Community Facilities Agreement
shall be defined as the "Parent Project." The improvements being constructed by Developer under
this Agreement shall be defined as the "Child Project."
Developer acknowledges and agrees that due to Developer's election to construct a Phased
CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter
"Construction Problems"). Construction Problems may include, but are not limited to: failure of
the improvements to comply with the approved plans or City Specifications; failure of the
improvements in the Parent Project and the Child Project to properly connect to each other;
changes to the design or construction of the improvements in the Parent Project that impact the
design and construction of the improvements in the Child Project; construction delays, delay
claims, or claims for liquidated damages; increased costs for the Developer; failure of the
improvements to pass inspection or material testing; or rejection by the City of some or all of the
improvements and Developer having to remove and reconstruct the improvements at Developer's
expense. In addition, Developer understands and agrees that disputes may arise between
Developer's contractors or their subcontractors relating to responsibility for the Construction
Problems. Developer shall be solely responsible for resolving disputes between contractors or
disputes between contractors and subcontractors.
Developer further acknowledges and agrees that Developer has notified all of Developer's
contractors for the Project that Developer has elected to construct a Phased CFA, the provisions
of this section, the risks associated with a Phased CFA, and that the City shall not bear any
responsibility for Developer's decision to proceed with a Phased CFA.
Developer shall not make the final connection of the improvements in the Child Project to
the improvements in the Parent Project until the improvements in the Parent Project have been
constructed and accepted by the City and the City has consented to Developer making the
connection.
City of Fort Worth, Texas Page 18 of 20
Standard Community Facilities Agreement
Rev. 9/21
Developer agrees that if this Agreement is for improvements relating to the construction,
renovation or modification of one or more single family residential homes or structures, the City
will not record the plat related to the Project until the improvements are constructed and accepted
by the City. Developer agrees that if this Agreement is for improvements relating to the
construction, renovation or modification of one or more commercial buildings or structures, the
Developer shall not receive a Certificate of Occupancy from the City for the building(s) related to
the Project until the improvements in this Agreement are constructed and accepted by the City.
Developer further understands and agrees that completion of the improvements under this
Agreement does not entitle Developer to obtain a final plat of the property until all other
requirements of Federal law, State law, or the City Code relating to the filing and recording of a
final plat have been met by Developer.
BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES
ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY AND ALL
ECONOMICDAMAGESPROPERTYLOSS, PROPERTYDAMAGESAND PERSONAL
INJURY, (INCLUDING DEATH), OFANYKIND OR CHARACTER, WHETHER REAL
OR ASSERTED. DEVELOPER HEREBYEXPRESSL YRELEASESAND DISCHARGES
CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT
LIMITED TO ANYAND ALL ECONOMICD 4M4 GES, PROPERTYLOSS, PROPERTY
DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR IN
CONNECTION WITH, DIRECTL Y OR INDIRECTL Y, THE CONSTRUCTION OF THE
IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CFA.
DEVELOPER, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY
INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S
OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR,
FROMAND AGAINSTANYAND ALL CLAIMS (WHETHER ATLA W OR INEQUITY),
LIABILITIES, DAMAGES (INCLUDING ANY AND ALL ECONOMIC DAMAGES,
PROPERTYLOSS, PROPERTYDAMAGES AND PERSONAL INJURIES INCLUDING
DEATH), LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND
EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS'
FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR
DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELATED
TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO
CONSTRUCT A PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM
WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE
OCCASIONED IN WHOLE OR IN PART BY THE CONSTRUCTIONS OF THE
IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA
WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN
City of Fort Worth, Texas Page 19 of 20
Standard Community Facilities Agreement
Rev. 9/21
WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT
WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES.
DEVELOPER:
HTQ Sam Reynolds Owner LP,
a Texas limited partnership
By: HTQ Sam Reynolds GP LLC,
a Delaware limited liability company,
its general partner
By: HTQ Sam Reynolds LP,
a Delaware limited partnership,
its sole member
By: Hines Wildflower Ranch Associates LP,
a Delaware limited partnership,
its general partner
By: Hines Wildflower Ranch GP LLC,
a Delaware limited liability company,
its general partner
By: Hines Investment Management
Holdings Limited Partnership,
a Texas limited partnership,
its sole member
aI&I-1
Bv: Robert W. Witte (Oct 26, 2023 99:33 CDT)
Name: Robert W. Witte
Title: Senior Managing Director
OFFICIAL RECORD
City of Fort Worth, Texas CITY SECRETARY
Standard Community Facilities Agreement FT. WORTH, Tx
Rev. 9/21
N
W * E
S
SCA-LE. P = 2000'
SAM REYNOLDS ROAD
PROJECT
LOCATION
LOCATED IN
CITY OF FORT WORTH, TEXAS
N APSCO NO.. 641D
PREPARED FOR:
Hines
2200 Ross Avenue, Suite 420OW
Dallas, Texas 75201 AUGUST' 2022
(972) 716-2900
PREPARED BY:
GMcivil
Engineering & Surveying
2559 SV Gropepine Fkm, Grope,,- Te-7605
RI/-329-43/.7
NE, y F rri # F29An I T.i i s Film C M217JC
L-=j
7-]j
TRADITION PHASE 3C
PA Y D1Y G EX EMIT "B"
CPN : 103518
LEGEND
N
W*E
S
SCALE: 1 = 300'
EXISTING SIDEWALK SAM REYNOLDS ROAD
- SIDEWALK PER THIS CONTRACT
SIDEWALK BY HOMEBUILDER
O ADA RAMPS PER THIS CONTRACT
PROPOSED 29' B-B ROADWAY
8 w/ 50' R.O.W.
6" PCC PAVEMENT W/ 6"
LIME -STABILIZED SUBGRADE
]f'RET'A RED BY:
GMcivil
Engineering 8 Surveying
2559 SW Grapevine Pkwy Grcpe —,T-576051
8171291373
T Eng Frm k F2944 1 T6— Frm # 10011700
['RE[ ABED FOR:
Hines
2200 Ross Avenue, Suite 420OW
Dallas, Texas 75201
(972) 716-2900
TRADITION PHASE 3C
CPN :103518
LEGEND
PROPOSED STORM DRAIN LINE
EXISTING STORM DRAIN LINE
N
IPR1EIPAR'EID BYi
GMcivu
Engineering & Surveying
2559 SW Ciup--e Pk'y, Cncpevn'e, Texas 76C5
817-319-4373
TxEng =rm A F-2i44 1 T,,Su-7 FI'm H-0021700
p' 1� ^ p� r� m �y 4
PREP/iRE' II'C_'Pi
G
1"
1
Hines
2200 Ross Avenue, Suite 420OW
Dallas, Texas 75201
(972) 716-2900
N
W*E
S
SCA-LE. P = 300'
NOT EX. INFRASTRUCTURE
((-PN 4 1j n.�J RR)
E:\10720 — Tradition\PIons \CFA\Phase 3C\CFA 3C.dwg Fri Aug 05 2022 16:09
TRADITION PHASE 3C
STREET ]LIGHTS EXHIBIT "C—P
C]PN : 103518
LEGEND
PROPOSED STREET NAME SIGN
PROPOSED STREET LIGHT
EXISTING STREET LIGHT
>('RElf'Alk'LID BY.
GMciva
Engineering & Surveying
2559 SN U,p--, Pkwy, C,cp=vn P. T-3 76Ct
317-319-1373
TnEr,g Ferri A F-o%4 I Tx$wv FI ni H 10021700
Hines
2200 Ross Avenue, Suite 420OW
Dallas, Texas 75201
(972) 716-2900
N
WE
8
SCA-LE. P = 300'
SAM REYNOLDS ROAD
—I 77T
Cb
A
rh
I
yNOT EX. INFRASTRUCTURE
(CPN #103188)
E:\10720 — Tradition\Plans\CFA\Phase 3C\CFA 3C.dv✓g Fri Aug 05 2022 '16:10
DocuSign Envelope ID: 46E9F1D2-87131-40A5-86CC-63123D6CO83F
cc
SECTION 00 42 43
Developer Awardcd Projects - PROPOSAL FORiN
Tradition, Phase 3C, City Project k
I NI l PRICE'. BID
Project Item Information
Bidde s. Proposal
Bidlisr
specification
Unitof
Bid
Item
Description
Section No.
Measure
I OaantitvUnit
Price
Bid Value
Water Facilities
1
3305,0109 Trench Safety
330510
LF
3.251
$2.00
$6.502.00
2
3311.0001 Ductile Iron Water Fittings wr Restraint
3311 11
TON
0.5
$13,010.00
$6.505.00
3
3311,0241 8" PVC Water Pipe
3311 10,
33 11 12
LF
3,171
$57.50
$182,332.50
4
3311,0241 8" PVC Water Pipe, CSS Backfill
3311 10,
LF
60
99,00
$7.920.00
5
3312.0001 Std. Fire Hydrant AssemblZ w16" Gate Valve & Valve Box
33 12 40
EA
4
$5 730.00
$22,920.00
6
3312,0117 Connect to Existing 8" W.L. Stub -out
33 12 25
EA
2
$1,560.001
$31 0,00
7
33122003 1" Domestic Water Services
3312 19
EA
108
$1 040.00
$112,320.00
8
3312.3003 8 Gate Valve &Valve Sox
33 12 20
EA
5
$2 080.00
$10,400.00
9
19M,0001 15' irrigation Service
1 000000
1 EA
1
$3.336,00
$3,335 00
water o upromi
Sardtary Sewer Facilities
I $355,354.50I
10
3301,0002 Post -CCTV Inspection
33 01 31
LF
3.284
$2.60
$8,538.40
11
3301.0101 Vacuum Test Manholes
33 01 30
EA
9
$156.00
$1,404.00
12
3305.0109 Trench Safety
33 05 10
LF
3,284
$2.00
$6,966 00
13
3305.0113 Trench Water Stops
33 05 15
E4
4
$625.00
$2,500.00
14
3331.3101 SDR-26 4" Sewer Services
333160
EA
106
$781,00
$82,786.00
15
3331.4115 8" SOR-26 PVC Sewer Pipe
33 11 10,
3331 12,
33 31 20
LF
3,163
$52.00
$164,476.00
16
3331,4116 8" PVC Sanitary Sewer Pipe wl CSS Backfill
33 11 10,
3311 12
LF
121
$85.00
$10,285.00
17
3339A001 4' Std. Dia. Manhole
33 39 10.
33 39 20
EA
9
$4,687.00
$42,183.00
18
3339.1003 4' Extra Depth Manhole
333910.
33 39 20
VF
33
$380.00
$12,540.00
19
9999.0001 Connect to Existing 8" sewer
00 00 00
EA
2
$1,040.00
12,080A0
20
9999.OD02 Manhole Corrosion Protectien
00 00 00
EA
1
$7,810..
$7,810.00
sanitary Sewer Subtotal
Storm Drain Facilities
I $341,170.40I
21
0241.4401 Remove HeadwalllSET
0241 14
1 EA
1
$1.040.00
$1,040.00
22
3137.0104 Medium Ripra d
313700
SY
120
$135.00
$16,200.00
23
3305.0109 Trench Safety
330510
LF
1,461
$2.00
$2,922.00
24
3341.0201 21" RCP, Class III
3341 10
LF
35
$68.00
$2,380.00
25
3341.0205 24" RCP, Class III
3341 10
LF
137
$80.00
$10,960.00
26
3341,0402 42" RCP, Class Ill
3541 10
LF
1,025
$189.50
$194,237.50
27
3349,0102 5 Storm Junction Box
334910
EA
2
$5,800.00
$11 600,00
28
3349.0103 6 Storm Junction Box
34 49 10
EA
1
$6,800.00
$6,800.00
29
3349.1000 24" Headwall
33 49 40
£A
1
$2.610.00
$2,610.00
30
3349.1202 4Z" Headwall
34 49 40
£A
1
$8,860.00
$8 850,00
31
3349,5001 VY Curb Irdet
33 49 20
1 EA
6
$6,006.00
$36,000.00
32
9999.0001 5' x 4' R.C.B.
00 00 00
LF
264
$415.00
$109,560.00
33
9999.0002 Concrete Apron
00 00 00
SY
10
$260.00
$2 600.00
storm Praln subtotal
WaterlSanitary SewerlStorm brain F2Cflltle5 Subtotai
I $405,759.501
$1,102,284.40
MY Or RrWORTH lr+a."a,n Husv 3C
STAN➢A ODWSTRUCC DID PROPLlS DEVE. PER AwAPMD PKO&,Y, S 0, Auj""
I - We kd lm-y'29.2M WJ3 J3 130R ,,A
DocuSign Envelope ID: 46E9F1D2-87131-40A5-86CC-63123D6CO83F
Paving Facilities
34
3211.D400 Hydrated Lime Q 361bs.IS.Y- Collector
32 1129
1 TON
64
$190-00
$12,160.00
35
3211.0400 Hydrated Lime 301bs.lS.Y- Residential
321129
TON
173
$190,00
$32870.00
36
3211.0601 6" Lime Treated Subgrade Collector
3211 29
SY
3,530
$3,50
$12,355.00
37
3211.0501 6" Lime Treated Subgrade Residential
32 11 29
SY
11,476
$3-50
$40,166.00
38
3213,0101 5" Concrete Pavement Residential
3213 13
SY
10.755
$55.50
$596,902.50
39
3213-0102 7" Concrete Pavement Collector
32 13 13
SY
3,351
$62-00
$207.762.00
40
3213.0301 5' Conc Sidewalk
31 1320
SF
340
$7.25
$2,455.00
41
3213-M2 6' Conc Sidewalk
31 1320
SF
9,480
$7,26
$68,730A0
42
3213.0506 P-1 Ramp_321320
EA
2
$2,550,00
$5,100.00
43
3441.4003 Fumishllnstall Alum Sign Ground Mount City Std,
34 41 30
EA
8
$250,00
$2,000.00
44
3741,0001 Tragic Contrail
3471 13
LS
1
$3,500.00
$3 500.00
45
9999.0001 Sawcut
00 00 00
LF
77
$8-00
$616.00
46
9999.0002 Striping
00 00 Da
LS
1 1
$2,750.00
$2,750-00
47
9999.0003 Remove End of Road Barricade
00 00 00
EA
3
$500.00
$1,500-00
48
9999.0004 Connect to ExistingPavement
00 00 00
EA
3
$800.00
$2,400,00
49
9899.0005 R1-1 Stop Sin
00 00 00
EA
4
$85.00
$340-00
50
9999,0006 St Marker Blade
00 00 00
1 EA
5
$800-00
Pavina Subtotal
Street Lightinm Faoilities
I $992,416.50I
51
2605-3011 2" CONDT PVC SCH 40 T
260533
LF
1,872
$0,00
NO BID
52
3441-1408 NO 6 Insulated Elec Condr
344110
LF
5,616
$0-00
NO BID
53
3441,1633 Type 33B Arm
3441 20
EA
13
NO BID
54
3441,3201 LED Lighting Fixture [R-2]
34 41 20
EA
10
00
NO BID
55
3441,3201 LED Lighting Fixture (R-4)
41
EA
3
.00
NO BID
56
3441.3301 Rdwy Ilium Foundation TY 1,2, and 4
35 41 20
EA
13
NO BID
57
3441.3341 Rdwy Ill um TY 11 Pale
34 41 20
EA
13
Mul
NO BID
Street Lighting Subtotal
Bid Summary
I NO BIDI
WaterlSanitary SewerlStorm Drain Fatalities Subtotal
Paving Facilities Subtotal
Street Lighting Facilities Subtotal
$1,101,184.40
$992,416,50
NO BID
Total Bid
$2,094,7M90
PerformancelPayment and 2-year Maintenance Bonds
$35,000.00
Grand Total
$2,129,700.90
This bid is submitted by the entity listed below
Company: RPM xCONSTRUCTION,LLC
8y: Bill Pe
Street Address: 5208 Tennyson Pkwy, its 130
., f
City, State, Zip Code: Plano, TX-76024
(.
Phone:(214) 2394722
Signat re
Tide: VICE PRESIbENT
Date: 03.03.2022
Contrictor agrees to wmplcte WORK for FINAL ACCEPTANCE w%ldn 90 working days
CONTRACT cammences to run as provided in the General Conditions.
ENO OF SECTION
CITY OFFCRT WORTH T. .ia, M . 3C
YrANDAM OMSTRUCTION DID MAIMM-DF.VFj.t] A AWAR1]CDPROJECTS Ci'y ftjc10
rum. Ra.i J.—y29-2020 W4243_6idl q-1
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Tradition, Phase 3C, City Project #
UNIT PRICE BID
Project item Information
Biddces Propoeal
Bidlist
Item
Description
Specification
Section No.
Unit of
Measure
Bid
[i[v
Unit Price
Rid Vatue
Water FadJlties
1
3305,0109 'french $a
33 05 10
LF
3,251
$0.00
$0.00
2
3311-0001 Ductile Iran Water Fittings wl Restraint
33 11 11
TON
0.5
$0.00
$0.00
3
3311.0241 8" PVC Water Pipe
I'll
3ll 10,
1111 12
LF
3.171
$0.00
$0.00
4
3311.0241 8" PVC Water pipe, CSS Backfll
33 11 10,
LF
80
$0-00
$0.00
5
3312.0001 Std. Fire Hydrant Assembly wl V' Gate Valve & Valve Box
33 12 40
EA
4
$0-00
$0-00
6
3312.0117 Connect to Existing 8" W-L- Stub -out
33 12 25
EA
2
$0-00
$0-00
7
3312,2 003 1" Domestic Water Services
33 12 10
EA
108
$0-00
$0-00
8
3312.3003 8" Gate Valve & Valve Box
33 12 20
EA
5
$0.00
$0.00
9
9999.0001 1.5" Irri abon Service J
00 00 00
EA
7
1 $0.00
$0,p0
..d,dr a."wwl
Sanifary CAw r F-Wtiac
u
10
3301-0002 Post -CCTV Inspection
3301 31
LF
3,284
$0.00
$0.00
11
3301.0101 Vacuum Test Manholes
33 01 30
EA
9
$0.00
$0.00
12
3305.0109 Trench Safety
3,305 10
LF
3,284
$0.00
$0.00
13
3305.0113 Trench Water $too
3,305 15
EA
4
$0,00
$0.00
14
3331.3101 SOR-26 4" Sewer Services
3,33150
EA
106
0,00
$0,00
15
3331,4115 8" 80R-26 PVC Sewer Pipe
3311 10,
33 31 12,
33 31 20
LF
3.163
0.00
0,00
16
3331-4116 6" PVC Sanitary Sewer Pipe wl CSS Backfill
3311 10,
33 11 12
LF
121
$0,00
$0,00
17
3339A001 4' Std- Dia. Manhole
33 39 10,
333920
EA
9
$0 00
$0.00
[21'3i
3339A003 4' Extra Depth Manhole
333910,33
$0.00
;0.00333920
99990001 Connect to Existin 8" sewer
000000
EA
2
$0.00
$0.009999.0002
Manhole Corrosion Protection
00 00 00
EA
1
$0.00
$0.00
o.-w, y a-
-
Storm Drain Facilities
21
0241.4401 Remove HeadwalUSET
024114
EA
1
$0,00
0-00
22
3137.0104 Medium Ri ra , dry
31 37 00
SY
120
$0.00
$0'00
23
$306.0109 Trench Safety
330510
LF
1,461
$0.00
0-QO
24
3341.0201 21" RCP, Class Ili
3341 10
LF
35
$0.00
0.00
25
3341.0205 24" RCP, Class 1I1
3341 10
LF
137
$0.00
0.00
26
3341-0402 42" RCP, Class III
3541 10
LF
1,025
$0.00
0,00
27
3349.0102 5' Storm Junction Box
33 49 10
EA
2
$0.00
$0.00
28
3349-0103 6' Storm Junction Box
34 49 10
EA
1
29
3349-1000 24" Headwali
33 49 40
EA
1
$0.00
0,00
30
3349-1202 42" Headwall
3349.5001 IV Curb Inlet
34 49 40
EA
1
$0-00
$0.00
31
334920
EA
6
$0.00
$0.00
32
999900016 x 4' R.C.B. r
00 00 00
LF
264
$O.QO
$0.00
33
9999-0002 Concrete Apron
00 00 00
SY
10
ownu wrau
Water/Sanitary Sewer/Storm Drain Facilities Subtotal
3ll.�Ol
.00
crrr c W roxT woRm
TeaNdm Pl3o
STANDARD CONgr0.UCilON BID PROPOSAL -DEVELOPER Aw'RltUko PAV,ECrS ci�,p q ��iy
Ferri Re,ud J-, 29- 2020
00 4213 Bld Raposel
Pavinc Facilities
34
3211,0400 H drated Lime Q 36 Ibs.IS.Y. Collector
32 11 29
TON
64
$0.00
$0.00
35
3211-0400 Hydrated Lim® @ 30 ibs.IS.Y. Residential
32 11 29
TAN
173
$0.00
0.00
36
3211.0501 6" Lime Treated Sub rade Collector
32 11 29
SY
3,530
$0.00
$0,00
37
3211.0501 6" Lime Treated Su rade (Residential)
32 11 29
SY
11,476
$0.00
$0.00
38
3213-0101 6" Concrete Pavement Residential
32 13 13
SY
10,755
$0.00
$0.00
39
32110102 7' Concrete Pavement Collector
32 13 13
SY
3,351
$0.00
$0.00
40
3213.0301 5' Conc Sidewalk
31 1320
SF
340
$0.00
$0.00
41
3213-0302 6' Conc Sidewalk
31 1320
SF
9,480
$0.00
$0.00
42
3213-0506 P-1 Ramp
32 13 20
EA
2
$0.00
$0.00
43
3441.4003 Furnishllnstall Alum Sign Ground Mount CIty Std.
34 41 30
EA
8
$0.00
$0.00
44
3741.0001 Traffic Control
3471 13
LS
1
$0.00
$0.00
45
9999,0001 Sawcut
00 00 00
LF
77
$0.00
$0.00
46
9999-0002 Wiping
00 00 00
LS
1
$0.00
$0.00
47
9999X003 Remove End of Road Barricade
00 00 00
EA
3
$0.00
$0.00
48
9999.0004 ConnectW E)Cistl ng Pavemem
00 00 00
EA
3
$0.00
$0.00
49
9999.0005 Ri-1 StopSin
00 00 00
EA
4
$0.00
$0.00
50
9999,0006 St Marker Blade
00 00 00
EA
$0.00
Paving Subtotal
Street Liahtina Facilities
I au.uul
51
2605,3011 2" CCNDT PVC SC 40 T)
26 05 33
LF
1,872
$1.46
$2,733.12
52
3441,1408 NO 6 Insulated Elec Condr
34 41 10
LF
5,616
$1.46
$8.199.35
53
3441 J633 TTo 333 Arm
34 41 20
EA
13
$298.00
$3 874.00
54
3441.3201 LED Lighting Fixture R-2
34 41 20
EA
10
$37&00
$3 750.00
55
3441-3201 LED Lighting Fixture (R-4)
3.44120
EA
3
$375,00
$1,126.00
56
3441-3301 Rdwy Illum Foundation TY 1,2, and 4
3,54120
EA
13
$3.020.00
$39 260.00
57
3441.3341 Rdwy Illum TY 11 Pole
34 41 20
EA
13
TYMTM
$39,065.00
5treet Lignbng subtotal
Aid Sllmmam
I $98,Q05.481
WaterlSanitary SawerlStorm Drain Facilities Subtotal
Paving Facilities Subtotal
Street UqMing Facilities Subtotal
$0.00
$0.00
$98,606.48
Total Bid
$98,006.48
Performance/Payment and 2-year Maintenance Bonds
$1,403.00
Grand Total
$99,409.48
This bH IS submitted by the entity listed below:
Independent Utility Construction. Inc.
5109 Sun Valley Dr
Fart Worth, TX 76119
817-478-4444 -- of5ce@tuctx.com
Coelnctor agrrea to complete WORK for FINAL ACCEPTANCE v4ihia
CONTRACT commeecea to rue as provided ie the GmerRI CmdRions.
: chard Wolfe
i
8=9
President
arV2022
END OF SECTION
30 workteg d2ys
CrrY OF FORT WORTH Tnditlm Phase 3C
STA}DARD COI ,TRLTY10H BfD PROROFAL-DEVIF.L P- R AWARDED PROILLT3 City P.Jecle
Furor i[eroaE larmr I9, 3920 N4? 43_Bw Pmp
Proposal for Street Lights
PROJECT Tradition Central Phase 3C
BID DATE 03/03/22 2:30PM (Thursday)
OWNER City of Fort Worth
PROJECT# 103518
iNDEPENDENT
Independent Utility Construction, Inc.
5109 Sun Valley Drive, Fort Worth TX 76119
817-478-4444 1 estimating@iuctx.com
CoFW Pre -Qualification Expires: 03/01/2023
7sL-53
:�
2605.3011
- i
2" CONDT PVC SCH 40 T
R ■
1,872 LF
1.46
-
2,733.12
3441.1408
NO 6 Insulated Elec Condr
5,616
LF
1.46
8,199.36
3441.1633
Type 33B Arm
13
EA
298.00
3,874.00
SL-54
3441,3201
LED Lighting Fixture (R-2)
10
EA
375.00
3,750.00
SL-55
3441,3201
LED Lighting Fixture R-4
3
EA
375.00
1,125.00
SL-56
3441.3301
Rdwy Illum Foundation TY 1,2, and 4
13
EA
3,020.00
39,260.00
SL-57
3441.3341
Rdwy Illum TY 11 Pole
13
EA
3,005.00
39,065.00
X-1
PP&M bonding
1
LS
1,403.00
1,403.00
GRAND TOTAL: $99,409.48
BID BOND
The American Institute of Architects,
A I A Document No. A31 0 (February, 1970 Edition)
KNOW ALL MEN BY THESE PRESENTS, that we Independent Utility Construction, Inc.
as Principal hereinafter called the Principal, and Westfield Insurance Company
as Surety, hereinafter called the Surety, are held and firmly bound unto -City of Fort Worth TX
as Obligee, hereinafter called the Obligee, in the sum of Five Percent of Sid Amount (5°/6
Dollars ($ - ---------------- ), for the payment of which sum well and truly to be made, the said Principal and the
said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally,
firmly by these presents.
WHEREAS, the Principal has submitted a bid for Tradition Central Phase 3C
NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into
a Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as
may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful
performance of such Contract and for the prompt payment of labor and material furnished in the
prosecution thereof, or in the event of the failure of the Principal to enter such Contract and give such
bond or bonds, if the Principal shall pay to the Obligee the difference not to exceed the penalty hereof
between the amount specified in said bid and such larger amount for which the Obligee may in good
faith contract with another party to perform the Work covered by said bid, then this obligation shall be
null and void, otherwise to remain in full force and effect.
Signed and sealed this
3rd
day of
March
2022
INDEPENDENT UTILITY CONSTRUCTION, INC.
(Seal)
By: Pus t-
y 1 NamelTitle
WESTFIEL❑ INSURANCE COMPANY
Surety (Seal)
e
By:
Elizabeth Gray Attorney -in -Fact
THIS POWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEAHINU I tll5 sAMt
POWER # AND ISSUED PRIOR TO 041`20111, FOR ANY PERSON OR PERSONS NAMED BELOW.
General POWER No- 4220052 as
Power Westfield Insurance Co.
of Attorney Westfield National Insurance Co.
CERTIFIED COPY Ohio Farmers Insurance Co.
Westfield Center, ❑hit?
Know All Men by These Presents, That WESTRELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO
FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company" and collectively as "Companies," duly
organized and existing under the laws of the State of Ohio, and having its prirtcipat office in Westfield Center, Medina County, Ohio, do by these
presents make, constitute and appoint
CHARLES D. SWEENEY, MICHAEL A. SWEENEY, KYLE W. SWEENEY, ELIZABETH GRAY, JOFNTLY OR SEVERALLY
of FORT WORTH and State of TX its true and lawful Attorney($) -in -Fact, with full power and authority hereby conferred in its name,
place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of
suretyship- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED To EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE
GUARANTEE, OR BANK DEPOSITORY BONDS,
and to bind any of the Companies thereby as fully and to the same extent as if such bonds were signed by the President, sealed with the corporate
seal of the applicable Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in
the -premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the
WESTFIELD INSURANCE COMPANY, WESTPIELD NATIONAL fNSURANCE COMPANY and OH10 FARMERS INSURANCE COMPANY:
"Be It Resolved, that the President, any ben€or Executive, any Secretary or any Fidelity & Surety Operations Executive or other Executive shall
be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for
and on behalf of the Company subject to the following provisions:
The Attorney -in -Fact. may be given full power and authority for and I the name of and on behalf of the Company, to execute, acknowledge and
deliver, any and all bonds, recognizances, contracts, agreements of indemnity and other conditional or obligatory undertakings and any and all
notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such
Attorney -in -Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary. -
"Se it Further Resolved, that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any
power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing fats€mile signatures or facsimile
seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached," (Each adopted at a meeting
held on February 8, 2000).
In Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL_ INSURANCE COMPANY and ❑HtO FARMERS INSURANCE
COMPANY have caused these presents to be signed by their Senior Executive and their corporate seals to be hereto affixed this lath day of
APRIL A-D., 2o11 .
CorpcLrateS�N� 40
Sealsq
'tS
L
WESTFIELD INSURANCE COMPANY
{moo
.�
-¢
" r•��,
WESTFIELD NATIONAL INSURANCE COMPANY
OHIO
i§
? :'
SEAL:rn-
2���•:��'�
FARMERS INSURANCE COMPANY
yea:=
•
State of Ohio
* •� ""•
��
`"'••° M as
ByRichard L. Kinnaird, Jr., !Natrona! Surety Leader and
County of Medina ss.:
Senior Executive
On this lath day of APRIL A.D., 2011 before me personally came Richard L. Kinnaird, Jr. to me known, who, being by me duly
sworn, did depose and say, that he resides -in Medina, Ohio; that he is Senior Executive of WESTFIELD INSURANCE COMPANY, WESTFIELD
NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, the companies described in and which executed the above
instrument: that he knows the seals of said CompanIesr that the seals affixed to said ina"ment are such corporate seals; that they were so a#Fxed
by order of the Boards of Directors of said Companies; and that he signed his name thereto by like order.
Notarial -
Seat eRl !1 L
Affixed
• William J. Kahelia, A rney at Law, !Votary Public
State of Ohio .: 11 p My Commission Does Not Expire (Sec. 147.03 Ohio Revised Code)
=
County of Medina ss.: , ,r
C or
1, Frank A. Carrino, Secretary of WESTRELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OH10 FARMERS
INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said
Companies, which is still in full force and effect; and furthermore, the resolutions of the Boards of directors, set out In the Power of Attorney are
in full force and effect.
In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, ❑hio, this rd day of
A.D
March Luc Q22
«,
,� ,,.,NA
3
SEAL�W:a='
;W
f r+� 5'esr�tury
Frank A. Carrino, Secretary
BPOAC2 (combined) (06-02)
COMPLETION AGREEMENT — SELF FUNDED
This Completion Agreement ("Agreement"), is made and entered into by and between the
City of Fort Worth, ("City") and HTQ Sam Reynolds Owner LP, a Texas limited partnership,
authorized to do business in Texas, ("Developer"), effective as of the last date executed by a Party
hereto. The City and the Developer may collectively be called the "Parties".
WITNESSETH:
WHEREAS, the Developer owns that certain tract of real property that contains
approximately 25.924 acres of land located in the City, the legal description of which tract of real
property is marked Exhibit "A" — Legal Description, attached hereto and incorporated herein for
all purposes, ("Property"); and
WHEREAS, the Developer intends to develop the Property as an addition to the City
through plat FP-22-133; and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development, Tradition, Central Phase 3C for Water, Sewer, Storm
Drain, Paving and Street Lights ("Improvements"); and
WHEREAS, the City has required certain assurances that the Developer will cause to be
constructed to City standards the Improvements pursuant to the Community Facilities Agreement;
and
WHEREAS, the Parties desire to set forth the terms and conditions of such
accommodations as are described above.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
hereinafter set forth, it is hereby agreed by and between City and Developer as follows:
1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for
this Agreement and they are incorporated into this Agreement for all purposes.
2. The Completion Amount. The City and the Developer agree that the Hard Costs (as shown
on Exhibit "B") required to complete the Community Facilities in the aggregate should not
exceed the sum of Two Million One Hundred Ninety -Two Thousand Seven Hundred Seven
Dollars and Thirty -Eight Cents ($2,192,707.38), hereinafter called the "Completion
Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 1 of 10
completion of the Community Facilities may vary as a result of change orders agreed to by
the Parties, but such variances for the purposes of this Agreement shall not affect the
Completion Amount as used herein. City hereby waives the requirement for developer to
deposit a financial guarantee of 100% of the Hard Costs under the CFA Policy.
3. Completion by the Developer. The Developer agrees to complete the Community Facilities
and pay all Hard Costs in accordance with City standards, the CFA, the Plat, and the Plans
as approved by the City. For the purposes of this Agreement, the development of the
Property shall be deemed complete upon acceptance by the City of the Community
Facilities pursuant to Section 6, hereof.
4. Satisfaction of the City Requirements. The City agrees that the assurances and covenants
contained in this Agreement satisfy all requirements of the City with respect to Developer's
Financial Guarantee, as described in the CFA Policy, or other requirements for security in
connection with the development of the Property and the completion of the Community
Facilities that are contained in the CFA or in any other agreement relating thereto, and the
City hereby accepts the assurances and covenants contained herein in lieu thereof. To the
extent the CFA irreconcilably conflicts with this Agreement, the provisions of this
Agreement shall control.
5. Termination. This Agreement shall terminate upon the earlier to occur of the following:
(a) acceptance by the City of the Community Facilities; or (b) mutual written agreement of
the Parties.
6. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the
Property until the Community Facilities are completed and accepted by the City and all
Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and
receipt of evidence from the Developer showing that all Hard Costs contractors have been
paid, including but not necessarily limited to lien waivers and bills paid affidavits, the City
shall within a reasonable time file the final plat for the Property in the Plat Records of the
county where the Property is located. The purpose of the City retaining the final plat of
the Property as provided herein is to guarantee the Developer's obligations under the CFA
are completed.
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 2 of 10
7. Construction Contracts. Developer agrees to include in each Construction contract that it
enters into for the completion of the Community Facilities the following:
A. A statement that the City is not holding any security to guarantee any payment for work
performed on the Community Facilities;
B. A statement that the Property is private property and that same may be subject to
mechanic's and materialman's liens;
C. A requirement that each contractor contracting with the Developer release the City
from any claim that is related to the Property; and
D. A requirement that each contractor contracting with the Developer include in each
subcontract the statements contained in (a), (b) and (c) above.
8. Miscellaneous.
A. Non -Assignment of Agreement. This Agreement may not be assigned by any of the
Parties without the prior written consent of all the other Parties.
B. Notice. Any notice required or permitted to be delivered under this Agreement shall
be deemed received on actual receipt by the appropriate party at the following
addresses:
(i) Notice to the City shall be addressed and delivered as follows:
City of Fort Worth
Planning & Development Department
200 Texas Street
Fort Worth, Texas 76102
Attention: CFA Division
Rebecca Owen, Development Manager
Email: Rebecca. Owen@fortworthtexas.gov
Confirmation Number: 817-392-7810
and/or
CFA Division
Email: CFA(a�fortworthtexas.gov
Confirmation Number: 817-392-2025
With a copy thereof addressed and delivered as follows:
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 3 of 10
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attention: Richard A. McCracken
Sr. Assistant City Attorney
Confirmation Number: 817-392-7611
(ii) Notice to the Developer shall be addressed and delivered as follows:
HTQ Sam Reynolds Owner LP
2700 Commerce Street, Suite 1600
Dallas, Texas 75226
Email: Dustin.Davidson@hines.com
A party may change its address for notice upon prior written notice to the other parties
pursuant to the terms hereof.
C. Texas Law to Apply. This Agreement shall be construed under and in accordance with
the laws of the State of Texas.
D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective legal representatives, successors and assigns.
E. Legal Construction. In case any one or more of the provisions contained in this
Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other
provision of this Agreement, and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained in this Agreement.
F. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement
of the Parties with respect to the subject matter hereof and supersedes any prior
understandings or written or oral agreements among the Parties concerning the subject
matter hereof.
G. Amendment. This Agreement may only be amended by a written instrument executed
by all of the Parties to this Agreement.
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 4 of 10
H. Headings. The headings that are used in this Agreement are used for reference and
convenience purposes only and do not constitute substantive matters to be considered
in construing the terms and provisions of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 5 of 10
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:
Dana &446ff
Dana Burghdaff (Oct 17, 2023 100 CDT)
Dana Burghdoff
Assistant City Manager
Date: Oct 27, 2023
Approved as to Form & Legality:
Richard A. McCracken (Oct 26, 2023 17:06 CDT)
Richard A. McCracken
Senior Assistant City Attorney
M&C: N/A
Date: Oct 26, 2023
ATTEST: an,
FOgr °�a
hg °-0d
Pv° o=G
PaQ*a ° * A
� 3aann�z 4s4
Jannette Goodall
City Secretary
DEVELOPER:
{signature on following page}
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 6of17
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
HT HWY 114 DEVELOPMENT LP, a Texas limited partnership
By: HT Hwy 114 Development LLC, its general partner
By: HT Hwy 114 LP, its sole member
By: Hines Hwy 114 LLC, its general partner
By: Hines Hwy 114 Associates LP, its sole member
By: Hines Investment Management Holdings Limited
Partnership, its general partner
By: HIMH GP LLC, its general partner
By: Hines Real Estate Holdings Limited
Partnership, its sole member
By: JCH Investments, Inc.,
its general partner
a�2.tGr/. Gr/dt
By: Robert W. Witte (Oct 26, 2023 09:33 CDT)
Name: Robert W. Witte
Title: Senior Managing Director
ATTEST:
Dustin Davidsan
Dustin Davidson (Oct 17, 202315:23 CDT)
Dustin Davidson
Managing Director
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 9 of 19
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LIST OF EXHIBITS
ATTACHMENT "1"-CHANGES TO STANDARD AGREEMENT
EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT B - APPROVED BUDGET
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 7of10
ATTACHMENT "1"
Changes to Standard Agreement
Self -Funded Completion Agreement
None.
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 8of10
EXHIBIT A
TRACT 1:
All that certain lot, tract, or parcel of land, situated in a portion of the Guadalupe Cardinas Survey,
Abstract No. 214, Denton County, Texas, being part of that certain called 25.693 acre tract
described as Tract 2 in a deed to HT HWY 114 LAND LP recorded in Document No. 2019-131818
of the Deed Records of Denton County, Texas (DRDCT), and part of that certain called 396.67 net
acre tract described as Parcel Ain a deed to HT HWY 114 Development LP recorded in Document
No.2019-131148 (DRDCT), and being more completely described as follows, to -wit:
BEGINNING at a P.K. nail found with washer stamped 'RUNAWAY" for the Northeast corner of
said 25.693 acre tract, the Northwest corner of Payton Place, Phase One recorded in Cabinet M,
Page 266 of the Plat Records of Denton County, Texas (PRDCT), and being in the approximate
centerline of Sam Reynolds Road, from which a P.K. nail found bears South 08 deg. 59 min. 19
sec. West - 0.93 feet;
THENCE South 00 deg. 15 min. 21 sec. East along the East line of said 25.693 acre tract, the West
line of said Payton Place, Phase One, and the West line of said Payton Place, Phase 2 recorded in
Cabinet P, Slide 50 (PRDCT), a distance of 920.01 feet to a 1/2 " capped iron rod set stamped
"GOODWIN & MARSHALL" hereinafter referred to as 1/2" capped iron rod set, for the Southeast
corner of said 25.693 acre tract;
THENCE South 89 deg. 56 min. 15 sec. West departing said West line and continue along the
South line of said 25.693 acre tract, a distance of 456.98 feet to a 1/2" capped iron rod set;
THENCE North 45 deg. 03 min. 45 sec. West along said South line, a distance of 28.28 feet to a
1/2" capped iron rod set;
THENCE North 00 deg. 03 min. 45 sec. West departing said South line, a distance of 90.00 feet to
a 1/2" capped iron rod set;
THENCE North 44 deg. 56 min. 15 sec. East, a distance of 14.14 feet to a 1/2" capped iron rod
set;
THENCE North 00 deg. 03 min. 45 sec. West, a distance of 50.00 feet to a 1/2" capped iron rod
set;
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 13 of 17
THENCE South 89 deg. 56 min. 15 sec. West, a distance of 388.85 feet to a 1/2" capped iron rod
set for a Point of Curvature of a circular curve to the left, having a radius of 525.00 feet, a central
angle of 14 deg. 42 min. 24 sec., and being subtended by a chord which bears South 82 deg. 35
min. 03 sec. West - 134.39 feet;
THENCE in a westerly direction along said curve to the left, a distance of 134.76 feet to a 1/2"
capped iron rod set;
THENCE North 61 deg. 49 min. 31 sec. West non -tangent to said curve, a distance of 14.51 feet
to a 1/2" capped iron rod set;
THENCE South 73 deg. 58 min. 08 sec. West, a distance of 50.04 feet to a 1/2" capped iron rod
set;
THENCE South 27 deg. 48 min. 55 sec. West, a distance of 13.86 feet to a 1/2" capped iron rod
set;
THENCE South 73 deg. 57 min. 58 sec. West, a distance of 105.10 feet to a 1/2" capped iron rod
set in the West line of said 25.693 acre tract;
THENCE North 62 deg. 11 min. 05 sec. West along said West line, a distance of 14.42 feet to a
1/2" capped iron rod set;
THENCE South 73 deg. 57 min. 58 sec. West departing said West line, a distance of 60.05 feet to
a 1/2" capped iron rod set for the most easterly Southeast corner of a called 23.964 acre tract
described as Tract 3 in a deed to HT HWY 114 Land LP recorded in Document No. 2019-131818
(DRDCT);
THENCE North 18 deg. 20 min. 08 sec. West along the East line of said 23.964 acre tract, a
distance of 106.00 feet to a 1/2" capped iron rod set for a Point of Curvature of a circular curve to
the right, having a radius of 530.00 feet, a central angle of 18 deg. 16 min. 23 sec., and being
subtended by a chord which bears North 09 deg. 11 min. 56 sec. West-168.31 feet
THENCE in a northerly direction along said East line and curve to the right, a distance of 169.03
feet to a 1/2" capped iron rod set;
THENCE North 00 deg. 03 min. 45 sec. West tangent to said curve and continue along said East
line, a distance of 493.21 feet to a 1/2" capped iron rod set;
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 14 of 17
THENCE North 45 deg. 03 min. 39 sec. West along said East line, a distance of 14.14 feet to a
1/2" capped iron rod set;
THENCE North 00 deg. 03 min. 45 sec. West along said East line, a distance of 55.00 feet to a
1/2" capped iron rod set for the Northeast corner of said 23.964 acre tract and being in the North
line of said 396.67 acre tract, from which a P.K. nail found in the North line of a called 26.323 acre
tract, described in a deed as Tract 4 in a deed to HT HWY 114 Land LP recorded in Document No.
2019-131818 (DRDCT) and being in the approximate centerline of said Sam Reynolds Road bears
South 89 deg. 56 min. 15 sec. East - 2114.38 feet;
THENCE North 89 deg. 56 min. 15 sec. East along the North line of said 396.67 acre tract, the
North line of said 25.693 acre tract, and the approximate centerline of said Sam Reynolds Road, a
distance of 1,294.87 feet to the POINT OF BEGINNING, containing 1,055,895 square feet or
24.240 acres of land, more or less
TRACT 2:
All that certain lot, tract, or parcel of land, situated in a portion of the Guadalupe Cardinas Survey,
Abstract No. 214, Denton County, Texas, being part of that certain called 25.693 acre tract
described as Tract 2 in a deed to HT HWY 114 Land LP recorded in Document No. 2019-131818
of the Deed Records of Denton County, Texas (DRDCT), and being more completely described as
follows, to -wit:
COMMENCING at a P.K. nail found with washer stamped 'RUNAWAY" for the Northeast corner
of said 25.693 acre tract, the Northwest corner of Payton Place, Phase One recorded in Cabinet M,
Page 266 of the Plat Records of Denton County, Texas (PRDCT), and being in the approximate
centerline of Sam Reynolds Road, from which a P.K. nail found bears South 08 deg. 59 min. 19
sec. West - 0.93 feet, and from which a P.K. nail found in the North line of a called 26.323 acre
tract, described in a deed as Tract 4 in a deed to HT HWY 114 Land LP recorded in Document No.
2019-131818 (DRDCT) and being in the approximate centerline of said Sam Reynolds Road bears
South 89 deg. 56 min. 15 sec. East - 3409.24 feet;
THENCE South 89 deg. 56 min. 15 sec. West along the North line of said 25.693 acre tract and
the approximate centerline of said Sam Reynolds Road, a distance of 533.87 feet;
THENCE South 00 deg. 03 min. 45 sec. East departing said North line and said approximate
centerline, a distance of 800.00 feet to a 1/2" capped iron rod set stamped "GOODWIN &
MARSHALL" hereinafter referred to as 1/2" capped iron rod set, for the TRUE POINT OF
BEGINNING;
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 15 of 17
THENCE South 45 deg. 03 min. 45 sec. East, a distance of 14.14 feet to a 1/2" capped iron rod
set;
THENCE South 00 deg. 03 min. 45 sec. East, a distance of 90.00 feet to a 1/2" capped iron rod set
in the South line of said 25.693 acre tract;
THENCE South 44 deg. 56 min. 15 sec. West along the said South line, a distance of 28.28 feet to
a 1/2" capped iron rod set;
THENCE South 89 deg. 56 min. 15 sec. West along said South line, a distance of 308.43 feet to a
1/2" capped iron rod set for a Point of Curvature of a circular curve to the left, having a radius of
358.00 feet, a central angle of 15 deg. 58 min. 17 sec., and being subtended by a chord which bears
South 81 deg. 57 min. 07 sec. West - 99.47 feet;
THENCE in a westerly direction along said South line and curve to the left, a distance of 99.79
feet to a 1/2" capped iron rod set;
THENCE South 73 deg. 57 min. 58 sec. West tangent to said curve and continue along said South
line, a distance of 166.30 feet to a 1/2" capped iron rod set for the Southwest corner of said 25.693
acre tract;
THENCE North 18 deg. 20 min. 08 sec. West along the West line of said 25.693 acre tract, a
distance of 110.10 feet to a 1/2" capped iron rod set;
THENCE North 27 deg. 48 min. 55 sec. East along said West line, a distance of 13.86 feet to a
1/2" capped iron rod set;
THENCE North 73 deg. 57 min. 58 sec. East departing said West line, a distance of 161.54 feet to
a 1/2" capped iron rod set for a Point of Curvature of a circular curve to the right, having a radius
of 475.00 feet, a central angle of 15 deg. 58 min. 17 sec., and being subtended by a chord which
bears North 81 deg. 57 min. 07 sec. East - 131.98 feet;
THENCE in an easterly direction along said curve to the right, a distance of 132.41 feet to a 1/2"
capped iron rod set;
THENCE North 89 deg. 56 min. 15 sec. East tangent to said curve, a distance of 318.85 feet to the
POINT OF BEGINNING, containing 73,342 square feet or 1.684 acres of land, more or less.
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 16 of 17
EXHIBIT B
APPROVED BUDGET
Section I
Water $3 5 5,3 54.50
Sewer $341,170.40
Subtotal
Section II
Interior Streets $992,416.50
Storm Drains $405,759.50
Subtotal
Section III
Street Lights $98,006.48
Sub -total
TOTAL
$696,524.90
$1,398,176:00
$2,192,707.38
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH
CFA Official Release Date: 07.01.2015
Page 17 of 17