HomeMy WebLinkAboutContract 60375Received Date: Oct 30, 2023
Received Time: 10:30 AM
Developer and Project Information Cover Sheet:
Developer Company Name:
HT Hwy 114 Development
LP
Address, State, Zip Code:
2700 Commerce Street, Suite 1600, Dallas, Texas 75226
Phone & Email:
972-716-29001rob.witte@hines.com
Authorized Signatory, Title:
Robert W. Witte, Senior Managing Director
Project Name:
Tradition Phase 4A
Brief Description:
Water, Sewer, Paving, Storm Drain, Street Lights & Signs
Project Location:
114 & Sam Reynolds Rd
Plat Case Number:
Plat Name:
Mapsco:
64D
Council District:
10
CFA Number:
23-0100
City Project Number:
104083 1 IPRC22-0083
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Contract Number: 60375
STANDARD COMMUNITY FACILITIES AGREEMENT
This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by
and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and HT Hwy 114 Development LP
("Developer"), acting by and through its duly authorized representative. City and Developer are referred to
herein individually as a "party" and collectively as the "parties."
WHEREAS, Developer is constructing private improvements or subdividing land within the
corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Tradition
Phase 4A ("Project"); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement ("Community Facilities" or "Improvements"); and
WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land, pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the City is not participating in the cost of the Improvements or Project; and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated
into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists between the terms and conditions
of this Agreement and the CFA Ordinance, the CFA Ordinance shall control.
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
2.
Incorporation of Engineering Plans
The engineering plans for the Improvements that have been approved by the City ("Engineering
Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide
at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to
construct the Improvements required by this Agreement.
3.
Description of Improvements; Exhibits and Attachments
The following exhibits describe the general location, nature and extent of the Improvements that
are the subject of this Agreement and are attached hereto and incorporated herein by reference:
E Exhibit A: Water
E Exhibit A-1: Sewer
E Exhibit B: Paving
E Exhibit B-1: Storm Drain
Exhibit C: Street Lights & Signs
The Location Map and Cost Estimates are also attached hereto and incorporated herein by
reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates
conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 —
Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and
Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all
purposes.
4.
Construction of Improvements
Developer agrees to cause the construction of the Improvements contemplated by this Agreement
and that said construction shall be completed in a good and workmanlike manner and in accordance with
all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the
Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements
until the City receives affidavits and lien releases signed by Developer's contractors verifying that the
contractors, and all subcontractors and material suppliers, have been paid in full for constructing the
Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 3 of 19
6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term").
If construction of the Improvements has started during the Term, the Developer may request that this
Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall
be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement.
In no event shall the Term of this Agreement plus any Extension Periods be for more than three years.
7.
Failure to Construct the Improvements
(a) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements if at the end of the Term, and any Extension Periods, the
Improvements have not been completed and accepted by the City.
(b) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements or to cause the payment of costs for construction of the
Improvements before the expiration of the Term, and any Extension Period, if the Developer
breaches this Agreement, becomes insolvent, or fails to pay costs of construction.
(c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers
are not paid for construction costs or materials supplied for the Improvements the contractors and
suppliers may place a lien upon any property which the City does not have an ownership interest
that is the subject of the Completion Agreement.
(d) Nothing contained herein is intended to limit the Developer's obligations under the CFA
Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's
contractors, or other related agreements.
8.
Termination
If Developer desires to terminate this Agreement before Developer's contractors begin
constructing the Improvements, Developer agrees to the following:
(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any final plats that have been filed with the county where the Project
is located; and
(c) to pay to the City all costs incurred by the City in connection with this Agreement, including
time spent by the City's inspectors at preconstruction meetings.
9.
Award of Construction Contracts
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 4 of 19
(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.
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.
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
Standard Community Facilities Agreement
Rev. 9/21
Page 5 of 19
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 ON ACCOUNT
OF ANY INJURIES OR DAMAGES SUSTAINED BYANYPERSONS, 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 ANYA CT, 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 IN ANY 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 IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 6 of 19
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 party by hand -
delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY: DEVELOPER:
Development Coordination Office HT Hwy 114 Development LP
City of Fort Worth 2700 Commerce Street, Suite 1600
200 Texas Street Dallas, Texas 75226
Fort Worth, Texas 76102
With copies to:
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 7 of 19
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3) years after final payment under the contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further, that City shall have access during normal working hours to all of the contractor's facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Developer shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its employees, representatives, agents, servants, officers,
contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat
superior shall not apply as between the City and its officers, representatives, agents, servants and
employees, and Developer and its employees, representatives, agents, servants, officers, contractors,
subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 8 of 19
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
and comment on this document; therefore any rule of contract construction or interpretation that would
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 9 of 19
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
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 10 of 19
28.
Immigration and Nationality Act
Developer shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Developer shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER,
DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Developer, shall have the right to immediately terminate this Agreement for violations of this
provision by Developer.
29.
Amendment
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
30.
Assignment and Successors
Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this
Agreement without the prior written consent of City. Any attempted assignment or subcontract without the
City's prior written approval shall be void and constitute a breach of this Agreement.
31.
No Third -Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
32.
Compliance with Laws, Ordinances, Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
33.
Signature Authority
City of Fort Worth, Texas
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Rev. 9/21
Page 11 of 19
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.
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City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
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36.
Cost Summary Sheet
Project Name: Tradition Phase 4A
CFA No.: 23-0100
City Project No.: 104083 IPRC No.: 22-0083
Items Developer's Cost
A. Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sewer Construction Total $ 3,210,535.43
$ 1,530,610.24
$ 1,679,925.19
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Signals
TPW Construction Cost Total $ 4,866,779.00
$ 3,192,873.85
$ 1,305,143.89
$ 368,761.26
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:
Financial Guarantee Options, choose one
$ 8,077,314.43
$63,600.00
$27,685.00
$2,940.00
$ 94,225.00
Amount
Choice
Mark one
Bond = 100%
$ 8,077,314.43
Completion Agreement = 100% / Holds Plat
$ 8,077,314.43
X
Cash Escrow Water/Sanitary Sewer= 125%
$ 4,013,169.29
Cash Escrow Paving/Storm Drain = 125%
$ 6,083,473.75
Letter of Credit = 125%
$ 10,096,643.04
Escrow Pledge Agreement = 125%
$ 10,096,643.04
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 13 of 19
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 Burghdoff (Oct 14, 2023 CDT)
Dana Burghdoff
Assistant City Manager
Date: Oct 27, 2023
Recommended by:
Dwayne Hollars (Oct 27, 2023 16:08 CDT)
Dwayne Hollars
Contract Compliance Specialist
Development Services
Approved as to Form & Legality:
Richard A. McCracken (Oct 27, 2023 16:18 CDT)
Richard A. McCracken
Sr. Assistant City Attorney
M&C No. N/A
Date: Oct 27, 2023
Form 1295: N/A
ATTEST:
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.
Rebecca Diane Owen (Oct 27, 2023 16:12 CDT)
Rebecca Diane Owen
Development Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DEVELOPER
HT HWY 114 DEVELOPMENT LP
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
Robert W. witte
Robert W. Witte (Oct 27, 2023 16:01 CDT)
Robert W. Witte
Senior Managing Director
Date: Oct 27, 2023
ATTEST:
buts -an Nwidsvtt,
Dustin Davidson (Oct 17, 2023 15:00 CDT)
Dustin Davidson
Managing Director
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The following attachments are incorporated into this Agreement. To the extent a
conflict exists between the main body of this Agreement and the following attachments, the
language in the main body of this Agreement shall be controlling.
Included Attachment
® Attachment 1 - Changes to Standard Community Facilities Agreement
Attachment 2 — Phased CFA Provisions
❑ Attachment 3 — Concurrent CFA Provisions
® Location Map
® Exhibit A: Water Improvements
® Exhibit A-1: Sewer Improvements
® Exhibit B: Paving Improvements
® Exhibit B-1: Storm Drain Improvements
® Exhibit C: Street Lights and Signs Improvements
Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 16 of 19
ATTACHMENT "1"
Changes to Standard Community Facilities Agreement
City Project No. 104083
None
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 17 of 19
ATTACHMENT "2"
Phased CFA Provision
City Project No. 104083
The improvements being constructed by Developer pursuant to this Agreement will connect to
improvements Developer is constructing under a separate Community Facilities Agreement that have not
been completed and accepted by the City. Therefore, this Agreement shall be considered a "Phased CFA"
and the provisions contained in this section shall apply to this Agreement.
The improvements being constructed by Developer under the separate Community Facilities
Agreement shall be defined as the "Parent Project." The improvements being constructed by Developer
under this Agreement shall be defined as the "Child Project."
Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA,
the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction
Problems"). Construction Problems may include, but are not limited to: failure of the improvements to
comply with the approved plans or City Specifications; failure of the improvements in the Parent Project
and the Child Project to properly connect to each other; changes to the design or construction of the
improvements in the Parent Project that impact the design and construction of the improvements in the
Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the
Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of
some or all of the improvements and Developer having to remove and reconstruct the improvements at
Developer's expense. In addition, Developer understands and agrees that disputes may arise between
Developer's contractors or their subcontractors relating to responsibility for the Construction Problems.
Developer shall be solely responsible for resolving disputes between contractors or disputes between
contractors and subcontractors.
Developer further acknowledges and agrees that Developer has notified all of Developer's
contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this
section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for
Developer's decision to proceed with a Phased CFA.
Developer shall not make the final connection of the improvements in the Child Project to the
improvements in the Parent Project until the improvements in the Parent Project have been constructed and
accepted by the City and the City has consented to Developer making the connection.
Developer agrees that if this Agreement is for improvements relating to the construction, renovation
or modification of one or more single family residential homes or structures, the City will not record the
plat related to the Project until the improvements are constructed and accepted by the City. Developer
agrees that if this Agreement is for improvements relating to the construction, renovation or modification
of one or more commercial buildings or structures, the Developer shall not receive a Certificate of
Occupancy from the City for the building(s) related to the Project until the improvements in this Agreement
are constructed and accepted by the City. Developer further understands and agrees that completion of the
improvements under this Agreement does not entitle Developer to obtain a final plat of the property until
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 18 of 19
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 ECONOMIC DAMAGES PROPERTY LOSS,
PROPERTY DAMAGES AND PERSONAL INJURY, (INCLUDING DEATH), OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBY EXPRESSLY
RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES,
INCLUDING, BUT NOT LIMITED TO ANY AND ALL ECONOMIC DAMAGES, PROPERTY LOSS,
PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR
IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE
IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED 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, FROM AND AGAINST
ANY AND ALL CLAIMS (WHETHER AT LAW OR IN EQUITY), LIABILITIES, DAMAGES
(INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTY LOSS, PROPERTY DAMAGES
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
WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES.
DEVELOPER
HT HWY 114 DEVELOPMENT LP
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
Robert W. wi�l-e
Robert W. Witte (Oct 27, 2023 16:01 CDT)
Oct 27, 2023
Robert W. Witte Date
Senior Managing Director
City of Fort Worth, Texas
Standard Community Facilities Agreement
Rev. 9/21
Page 19 of 19
E:\10720 — Tradition\Plans\CFA\Phase 4A\10720—PH-4A—CFA.dwg Tue Aug 08 2023
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817-329-4373
TxEng Firm # F-2944 I TxSury Firm # 10021700
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E:\10720 — Tradition\Plans\CFA\Phase 4A\10720—PH-4A—CFA.dwg Tue Aug 08 2023 15:26
E:\10720 — Tradition\Plans\CFA\Phase 4A\10720—PH-4A—CFA.dwg Tue Aug 08 2023 15:26
E:\10720 — Tradition\Plans\CFA\Phase 4A\10720—PH-4A—CFA.dwg Tue Aug 08 2023
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Tradition, Phase 4A, City Project #104083
UNIT PRICE BID
Project Item Information
Bidders Proposal
Bidlist
Item
Description
Specification
Section No.
Unit of
Measure
Bid
Quantity
Unit Price Bid Value
Water Facilities
1
0241.1118 4"-12" Pressure Plug
02 41 14
EA
9
$232.54
$2,092.86
2
3305.0109 Trench Safety
33 05 10
LF
13,948
$0.27
$3,765.96
3
3305.2002 8" DIP Water Carrier Pipe
3315 24
LF
52
$104.24
$5,420.48
4
3305.1103 20" Casing By Other Than Open Cut
33 05 22
LF
52
$615.39
$32,000.28
5
3311.0001 Ductile Iron Water Fittings w/ Restraint
3311 11
TON
3.8
$21,426.78
$81,421.76
6
3311.0241 8" PVC Water Pipe
3311 10,
3311 12
LF
11,736
$58.34
$684,678.24
7
3311.0461 12" PVC Water Pipe
3311 12
LF
2,212
$96.34
$213,104.08
8
3312.0001 Std. Fire Hydrant Assemblyw/ 6" Gate Valve & Valve Box
3312 40
EA
16
$6,306.05
$100,896.80
$7,310.44
9
3312.4203 20" x 8" Tapping Sleeve & Valve
3312 25
EA
1
$7,310.44
10
3312.0117 Connection to Existing 4"-12" Water Main
3312 25
EA
1
$1,979.52
$1,979.52
11
3312.2003 1" Domestic Water Services
33 12 10
EA
214
$1,356.81
$1,577.75
$290,357.34
$6,311.00
12
3312.2003 1" Irrigation Water Services
33 12 10
EA
4
13
3312.3003 8" Gate Valve & Valve Box
3312 20
EA
40
$2,123.31
$84,932.40
14
3312.3005 12" Gate Valve & Valve Box
3312 20
EA
4
$4,084.77
$16,339.08
Water Subtotal
$1,530,610.24
Sanitary Sewer Facilities
15
3137.0102 Large Stone Riprap, dry
31 37 00
SY
418
$92.89
$38,828.02
16
3301.0002 Post -CCTV Inspection
33 01 31
LF
10,952
$1.66
$18,180.32
17
3301.0101 Vacuum Test Manholes
33 01 30
EA
61
$139.38
$8,502.18
18
3305.0109 Trench Safety
33 0510
LF
10,871
$0.77
$8,370.67
19
3305.0113 Trench Water Stops
33 05 15
EA
26
$1,208.07
$31,409.82
20
3305.1103 20" Steel Casing By Other Than Open Cut
00 00 00
LF
81
$605.28
$49,027.68
21
3305.3002 8" DIP Sewer Carrier Pipe
33 05 24
LF
81
$153.12
$12,402.72
22
3331.3101 SDR-26 4" Sewer Services
33 31 50
EA
214
$1,213.81
$259,755.34
23
3331.4115 8" SDR-26 PVC Sewer Pipe
3311 10,
33 31 12,
33 31 20
LF
9,514
$61.97
$589,582.58
24
3331.4116 8" PVC Sanitary Sewer Pipe w/ CSS Backfill
33 11 10,
33 31 12,
33 31 20
LF
863
$95.90
$82,761.70
25
3331.4119 8" DIP Sewer Pipe
331110
LF
329
$127.11
$41,819.19
26
3331.4120 8" DIP Sewer Pipe, CSS Backfill
33 11 10
LF
165
$284.14
$46,883.10
27
3339.0001 Epoxy Manhole Liner
33 39 60
VF
148
$501.75
$74,259.00
28
3339.1001 4' Std. Dia. Manhole
33 39 10'
33 39 20
EA
61
$5,871.43
$358,157.23
29
3339.1003 4' Extra Depth Manhole
33 3910,
33 39 90
VF
261
$220.42
$57,529.62
30
9999.0003 Connect to Existing Stub -out
00 00 00
EA
2
$1,228.01
$2,456.02
Sanitary Sewer Subtotal
1,679,925,19
CITY OF FORT WORM
STANDARD CONSTRUCTIONPROPOSALDEVELOPER AWARDED PROTECTS
Form Revised January 29, 2020
Tradition Phase 4C
City Project M103626
004243 _Bid aopoea
Storm Drain Facilities
31
3137.0104 Medium Riprap (10")
31 37 00
SY
413
$100.35
$41,444.55
32
3137.0104 Medium -Large Riprap (18")
32 37 00
SY
493
$150.53
$74,211.29
33
3137.0104 Large Riprap (24-36")
33 37 00
SY
133
$195.13
$25,952.29
34
3305.0109 Trench Safety
33 05 10
LF
5 351
$0.45
$2,407.95
35
3305.0112 Concrete Collar
33 05 17
EA
9
$590.21
$5,311.89
36
3341.0201 21" RCP, Class III
3341 10
LF
568
$77.27
$43,889.36
37
3341.0205 24" RCP, Class III
3341 10
LF
1,995
$92.67
$184,876.65
38
3341.0208 27" RCP, Class III
33 41 10
LF
462
$111.95
$51,720.90
39
3341.0208 30" RCP, Class III
34 41 10
LF
792
$120.53
$95,459.76
40
3341.0309 36" RCP, Class III
33 41 10
LF
782
$157.69
$123,313.58
41
3341.0402 42" RCP, Class III
35 41 10
LF
287
$210.27
$60,347.49
42
3341.0409 48" RCP, Class III
3341 10
LF
313
$256.23
$80,199.99
43
3349.0001 4' Storm Junction Box
33 49 10
EA
10
$5,017.50
$50,175.00
44
3349.0102 5' Storm Junction Box
33 4910
EA
1
$6,634.25
$6,634.25
45
3349.0102 6' Storm Junction Box
344910
EA
3
$9,087.25
$27,261.75
46
3349.4106 24" Sloped End Headwall
33 49 40
EA
2
$2,508.75
$5,017.50
47
3349.4106 30" Sloped End Headwall
34 49 40
EA
1
$3,066.25
$3,066.25
48
3349.4106 30" Sloped End Headwall
35 49 40
EA
1
$3,066.25
$3,066.25
49
3349.5001 10'Curb Inlet
33 49 20
EA
26
$7,247.50
$188,435.00
50
3349.5002 15' Curb Inlet
33 49 20
EA
10
$9,812.00
$98,120.00
51
9999.0001 Remove Ex. 30" Headwall
00 00 00
EA
1
$3,309.05
$3,309.05
52
9999.0004 8' x 4' R.C.B. Headwall
00 00 00
EA
2
$13,324.25
$26,648.50
53
3341.1501 8x4 Box Culver)
00 00 00
LF
152
$661.37
$100,528.24
54
9999.0010 Concrete Apron
00 00 00
SY
42
$89.20
$3,746.40
Storm Drain Subtotal
Bid Summary
Total Water Facility Improvements
Total Sanitary Sewer Facility Improvements
Total Storm Drain Facility Improvements
This bid is submitted by the entity listed below:
Company: L.H. Lacy Company, LTD
Street Address:1880 Crown Dr, Suite 1200
City, State, Zip Code: Dallas, TX 75234
Phone: 214-357-0146
By: Bobby Gordon
Signature
Title: President
Date: `i i - 'L
Contractor agrees to complete WORK for FINAL ACCEPTANCE within
CONTRACT commences to run as provided in the General Conditions.
END OF SECTION
Reviewed
No Comment
100 working days
Total Bid
$1,530,610.24
$1,679,925.19
$1,305,143.89
$4,515,679.32
CITY OF FORT WORTH
STANDARDCONSTRUCDON BIDPROPOSAI.DEVELOPER AWARDED FROIEC'S
Form Revised January 29, 2020
Tradition Phase 4C
City Project 4103628
00 42 43 Bid Propwa
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Tradition, Phase 4A, City Project #104083
UNIT PRICE BID
Project Item Information
Bidder's Proposal
Bidlist
Item
Description
Specification
Section No.
Unit of
Measure
Bid
Quantity
Unit Price
Bid Value
Paving Facilities
1
3211.0400 Hydrated Lime @ 36 lbs./S.Y. (Collector)
32 11 29
TON
180
$290.00
$52,200.00
2
3211.0400 Hydrated Lime @ 30 lbs./S.Y. (Residentia
32 11 29
TON
594
$290.00
$172,260.00
3
3211.0501 8" Lime Treated Subgrade (Collector
32 11 29
SY
9,959
$3.55
$35,354.45
4
3211.0501 6" Lime Treated Subgrade (Residential)
32 11 29
SY
39,588
$3.55
$140,537.40
5
3213.0101 6" Concrete Pavement (Residential)
32 13 13
SY
37,034
$48.00
$1,777,632.00
6
3213.0102 8" Concrete Pavement (Collector)
32 13 13
SY
9,448
$57.00
$538,536.00
7
3213.0301 5' Conc Sidewalk
31 13 20
LF
3,385
$35.00
$118,475.00
8
3213.0301 6' Conc Sidewalk
31 13 20
LF
3,863
$42.00
$162,246.00
9
3213.0501 R-1 Ramp
32 13 20
EA
40
$2,300.00
$92,000.00
10
3213.0506 P-1 Ramp
32 13 20
EA
20
$2,250.00
$45,000.00
11
3441.4003 Furnish/Install Alum Sign Ground Mount City Std.
34 41 30
EA
28
$250.00
$7,000.00
12
3741.0001 Traffic Control
34 71 13
LS
1
$5,000.00
$5,000.00
13
9999.0001 Type III Barricade
00 00 00
EA
9
$1,000.00
$9,000.00
14
9999.0002 Concrete Heade
00 00 00
EA
9
$750.00
$6,750.00
15
9999.0003 Connect to Existing Pavemer
00 00 00
EA
3
$1,200.00
$3,600.00
16
9999.0004 Sawcul
00 00 00
LF
214
$12.00
$2,568.00
17
9999.0005 Stripinc
00 00 00
LS
1
$9,250.00
$9,250.00
18
9999.0006 Remove Stripinc
00 00 00
LS
1
$450.00
$450.00
19
9999.0007 R1-1 Stop Sign
00 00 00
EA
33
$135.00
$4,455.00
20
9999.0008 St Marker Blade
00 00 00
EA
132
$80.00
$10,560.00
Paving Subtotal
Bid Summa
ry
Total Paving Facilities
$3,192,873.85
This bid is submitted by the entity listed below:
Company: RPM xConstruction, LLC
Street Address:6500 Meyer Way, Suite 130
City, State, Zip Code: McKinney, tX 75070
Phone: 214-239-4722
Contractor agrees to complete WORK for FINAL ACCEPTANCE within
CONTRACT commences to run as provided in the General Conditions.
Reviewed
No Comments
By:
Caleb Chalmers
Signature
Title: Operations Manager
Date: 9-19-2023
END OF SECTION
29 working days
Total Bid
$3,192,873.85
P&P/ Maint Bonds
Not Included in
Above Total
CITY OF FORT WORTH
STANDARD CONSTRUCTION BID PROPOSAL -DEVELOPER AWARDED PROJECTS
Form Revised January 29, 2020
Tradition Phase 4C
City Project # 103628
00 42 43_Bid Proposal
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Tradition, Phase 4A, City Project #104083
UNIT PRICE BID
Project Item Information
Bidder's Proposal
Bidlist
Item
Description
Specification
Section No.
Unit of
Measure
Bid
Quantity
Unit Price Bid Value
Street Liahtina Improvements
1
2605.3011 2" CONDT PVC SCH 40 (T)
26 05 33
LF
7,417
$17.94
$133,060.98
2
3441.1408 NO 6 Insulated Elec Condr
34 41 10
LF
22,251
$2.28
$50,732.28
3
3441.1633 Type 33B Arm
34 41 20
EA
42
$261.00
$10,962.00
4
3441.3201 LED Lighting Fixture (R-2)
3441 20
EA
42
$344.00
$14,448.00
5
3441.3301 Rdwy Ilium Foundation TY 1,2, and 4
3541 20
EA
42
$1,652.00
$69,384.00
6
3441.3341 Rdwy Illum TY 11 Pole
34 41 20
EA
42
$2,147.00
$90,174.00
Street Lighting Improvements Subtotal
Bid Summa
ry
$368,761.26
Total Street Lighting Improvements
$368,761.26
This bid is submitted by the entity listed below:
Company: Independent Utility Construction, Inc.
Street Address: 5109 Sun Valley Drive
City, State, Zip Code: Ft. Worth, TX 76119
Phone: 817-478.4444
Title: President
Date: 08/14/2023
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 40 working days
CONTRACT commences to run as provided in the General Conditions.
END OF SECTION
Reviewed
No Comment
Total Bid
$368,761.26
CITY OF FORT WORTH
STANDARD CONSTRUCTION HID PROPOSAL -DEVELOPER AWARDED PROJECTS
Form Revised January 29, 2020
Tradition Phase 4C
City Project#103628
004243 Bid Propose
COMPLETION AGREEMENT — SELF FUNDED
This Completion Agreement ("Agreement"), is made and entered into by and between the
City of Fort Worth, ("City") and HT HWY 114 Development LP, a 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 73.86 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-23-105 and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development, Tradition Phase 4A 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 Eight Million Seventy Seven Thousand Three Hundred Fourteen Dollars
and Forty Three Cents ($8,077,314.43), hereinafter called the "Completion Amount".
Notwithstanding the foregoing, it is acknowledged that the actual costs of completion 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 17
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
CFA Official Release Date: 07.01.2015
Page 2 of 17
Revised 08.18.2022 DH
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@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
CFA Official Release Date: 07.01.2015
Page 3 of 17
Revised 08.18.2022 DH
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:
HT HWY 114 Development LP
2700 Commerce Street, Suite 1600
Dallas, TX 75226
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
CFA Official Release Date: 07.01.2015
Page 4 of 17
Revised 08.18.2022 DH
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
CFA Official Release Date: 07.01.2015
Page 5 of 17
Revised 08.18.2022 DH
Executed in each entity's respective name by its duly authorized signatories effective as of the
date executed by the City's City Manager or his/her designee.
CITY OF FORT WORTH: DEVELOPER:
{signature on following page}
7CCrtr2 U(c
Dana Burghdoff (Oct 2023 CDT)
Dana Burghdoff
Assistant City Manager
Date: Oct 27, 2023
Approved as to Form & Legality:
Richard A. McCracken (Oct 27, 2023 16:18 CDT)
Richard A. McCracken
Senior Assistant City Attorney
M&C: N/A
Date: Oct 27, 2023
ATTEST:
y-A ,N °e4
Jannette Goodall
City Secretary
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded
CFA Official Release Date: 07.01.2015
Page 6 of 17
Revised 08.18.2022 DH
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
City of Fort Worth, Texas
Standard Completion Agreement — Lender -Funded
CFA Official Release Date: 07.01.2015
Page 9 of 19
By: HIMH GP LLC, its general partner
By: Hines Real Estate Holdings Limited
Partnership, its sole member
By: JCH Investments, Inc.,
its general partner
By:
Robert W. Witl-e
Robert W. Witte (Oct 27, 2023 16:01 CDT)
Name: Robert W. Witte
Title: Senior Managing Director
ATTEST:
betvaceiv
Dustin Davidson (Oct 17, 202315:00 CDT)
Dustin Davidson
Managing Director
Revised 01.30.23 BN
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
CFA Official Release Date: 07.01.2015
Page 9 of 17
Revised 08.18.2022 DH
ATTACHMENT "1"
Changes to Standard Agreement
Self -Funded Completion Agreement
None.
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded
CFA Official Release Date: 07.01.2015
Page 10 of 17
Revised 08.18.2022 DH
EXHIBIT A
LEGAL DESCRIPTION
WHEREAS HT HWY LAND 2, LP as owner of 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 383.83
acre tract described in a deed to HT HWY 114 Land 2 L.P. recorded in
Document No. 2020-37541 of the Deed Records of Denton County, Texas
(DRDCT), and being more completely described as follows, to -wit:
COMMENCING at a 1/2" capped iron rod found stamped "GOODWIN &
MARSHALL" for the most easterly Northeast corner of said 383.83 acre
tract and an ell corner of Tradition Central Phase 1 B recorded in
Document No. 2021-234 of the Plat Records of Denton County, Texas
(PRDCT), from which a 5/8" capped iron rod found (illegible) in the West
line of said Tradition Central Phase 1 B and the most easterly Southeast
corner of said 383.83 acre tract bears South 00 deg. 07 min. 11 sec. East -
860.88 feet;
THENCE South 90 deg. 00 min. 00 sec. West along the North line of said
383.83 acre tract, a south line of said Tradition Central Phase 1 B, and the
South line of Tradition Central Phase 1 A recorded in Document No. 2021-
125 (PRDCT), a distance of 773.30 feet to a 1/2" capped iron rod set
stamped "GOODWIN & MARSHALL" hereinafter referred to as 1/2"
capped iron rod set, said point being the TRUE POINT OF BEGINNING;
THENCE South 28 deg. 31 min. 22 sec. West departing said North and
South lines, a distance of 195.75 feet to a 1/2" capped iron rod set;
THENCE South 09 deg. 50 min. 46 sec. East, a distance of 283.30 feet to a
1/2" capped iron rod set for a Point of Curvature of a non -tangent circular
curve to the left, having a radius of 525.00 feet, a central angle of 03 deg.
37 min. 50 sec., and being subtended by a chord which bears South 31
deg. 55 min. 12 sec. West - 33.26 feet;
THENCE in a southwesterly direction along said curve to the left, a
distance of 33.27 feet to a 1/2" capped iron rod set;
THENCE South 30 deg. 06 min. 17 sec. West tangent to said curve, a
distance of 76.83 feet to a 1/2" capped iron rod set;
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded
CFA Official Release Date: 07.01.2015
Page 11 of 17
Revised 08.18.2022 DH
THENCE South 59 deg. 52 min. 58 sec. East, a distance of 50.00 feet to a
1/2" capped iron rod set;
THENCE South 11 deg. 07 min. 08 sec. East, a distance of 13.75 feet to a
1/2" capped iron rod set;
THENCE South 29 deg. 02 min. 41 sec. West, a distance of 50.10 feet to a
1/2" capped iron rod set;
THENCE South 76 deg. 17 min. 25 sec. West, a distance of 13.85 feet to a
1/2" capped iron rod set;
THENCE South 30 deg. 06 min. 17 sec. West, a distance of 5.42 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 425.00 feet, a central angle of 52 deg. 06 min. 35
sec., and being subtended by a chord which bears South 56 deg. 09 min.
35 sec. West - 373.35 feet;
THENCE in a southwesterly direction along said curve to the right, a
distance of 386.53 feet to a 1/2" capped iron rod set;
THENCE South 82 deg. 12 min. 52 sec. West tangent to said curve, a
distance of 45.14 feet to a 1/2" capped iron rod set;
THENCE South 37 deg. 32 min. 08 sec. West, a distance of 14.22 feet to a
1/2" capped iron rod set;
THENCE South 82 deg. 12 min. 53 sec. West, a distance of 50.01 feet to a
1/2" capped iron rod set;
THENCE North 52 deg. 26 min. 55 sec. West, a distance of 14.06 feet to a
1/2" capped iron rod set;
THENCE South 82 deg. 12 min. 52 sec. West, a distance of 220.01 feet to a
1/2" capped iron rod set;
THENCE South 37 deg. 39 min. 20 sec. West, a distance of 14.25 feet to a
1/2" capped iron rod set;
THENCE South 82 deg. 12 min. 53 sec. West, a distance of 50.01 feet to a
1/2" capped iron rod set;
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded
CFA Official Release Date: 07.01.2015
Page 12 of 17
Revised 08.18.2022 DH
THENCE North 52 deg. 18 min. 50 sec. West, a distance of 14.03 feet to a
1/2" capped iron rod set;
THENCE South 82 deg. 12 min. 52 sec. West, a distance of 120.01 feet to a
1/2" capped iron rod set;
THENCE South 37 deg. 47 min. 56 sec. West, a distance of 14.29 feet to a
1/2" capped iron rod set for a Point of Curvature of a non -tangent circular
curve to the right, having a radius of 585.00 feet, a central angle of 50
deg. 34 min. 10 sec., and being subtended by a chord which bears South
19 deg. 09 min. 28 sec. West - 499.73 feet;
THENCE in a southerly direction along said curve to the right, a distance of
516.32 feet to a 1/2" capped iron rod set;
THENCE South 44 deg. 26 min. 33 sec. West tangent to said curve, a
distance of 232.51 feet to a 1/2" capped iron rod set;
THENCE South 00 deg. 33 min. 27 sec. East, a distance of 14.14 feet to a
1/2" capped iron rod set;
THENCE South 44 deg. 26 min. 33 sec. West, a distance of 50.00 feet to a
1/2" capped iron rod set;
THENCE South 89 deg. 42 min. 46 sec. West, a distance of 14.21 feet to a
1/2" capped iron rod set;
THENCE North 45 deg. 33 min. 27 sec. West, a distance of 60.01 feet to a
1/2" capped iron rod set;
THENCE North 00 deg. 15 min. 10 sec. West, a distance of 14.07 feet to a
1/2" capped iron rod set;
THENCE North 45 deg. 33 min. 27 sec. West, a distance of 120.00 feet to a
1/2" capped iron rod set;
THENCE South 89 deg. 42 min. 55 sec. West, a distance of 14.21 feet to a
1/2" capped iron rod set;
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded
CFA Official Release Date: 07.01.2015
Page 13 of 17
Revised 08.18.2022 DH
THENCE North 45 deg. 33 min. 27 sec. West, a distance of 50.01 feet to a
1/2" capped iron rod set;
THENCE North 00 deg. 15 min. 21 sec. West, a distance of 14.07 feet to a
1/2" capped iron rod set;
THENCE North 45 deg. 33 min. 27 sec. West, a distance of 220.00 feet to a
1/2" capped iron rod set;
THENCE South 89 deg. 42 min. 55 sec. West, a distance of 14.21 feet to a
1/2" capped iron rod set;
THENCE North 45 deg. 33 min. 27 sec. West, a distance of 50.01 feet to a
1/2" capped iron rod set;
THENCE North 00 deg. 15 min. 21 sec. West, a distance of 14.07 feet to a
1/2" capped iron rod set for a Point of Curvature of a non -tangent circular
curve to the left, having a radius of 275.00 feet, a central angle of 13 deg.
17 min. 27 sec., and being subtended by a chord which bears North 52
deg. 12 min. 10 sec. West - 63.65 feet;
THENCE in a northwesterly direction along said curve to the left, a distance
of 63.79 feet to a 1/2" capped iron rod set;
THENCE North 58 deg. 50 min. 54 sec. West tangent to said curve, a
distance of 338.72 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 275.00 feet, a
central angle of 31 deg. 36 min. 05 sec., and being subtended by a chord
which bears North 74 deg. 38 min. 56 sec. West - 149.76 feet;
THENCE in a westerly direction along said curve to the left, a distance of
151.68 feet to a 1/2" capped iron rod set;
THENCE South 89 deg. 33 min. 01 sec. West tangent to said curve, a
distance of 107.52 feet to a 1/2" capped iron rod set;
THENCE South 44 deg. 33 min. 01 sec. West, a distance of 14.14 feet to a
1/2" capped iron rod set;
THENCE South 89 deg. 33 min. 01 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
CFA Official Release Date: 07.01.2015
Page 14 of 17
Revised 08.18.2022 DH
THENCE North 45 deg. 26 min. 59 sec. West, a distance of 14.14 feet to a
1/2" capped iron rod set;
THENCE South 89 deg. 33 min. 01 sec. West, a distance of 194.51 feet to a
1/2" capped iron rod set;
THENCE South 45 deg. 09 min. 47 sec. West, a distance of 14.29 feet to a
1/2" capped iron rod set in the East right-of-way line of Winding Meadows
Drive (variable width right-of-way) recorded in Document No. 2021-87
(PRDCT), said point being a Point of Curvature of a non -tangent circular
curve to the right, having a radius of 1,100.00 feet, a central angle of 17
deg. 49 min. 27 sec., and being subtended by a chord which bears North
09 deg. 25 min. 39 sec. East - 340.82 feet;
THENCE in a northerly direction along said East right-of-way line and curve
to the right, a distance of 342.20 feet to a 1/2" capped iron rod set for a
Point of Curvature of a compound circular curve to the right, having a
radius of 600.00 feet, a central angle of 23 deg. 04 min. 26 sec., and being
subtended by a chord which bears North 29 deg. 52 min. 36 sec. East -
240.00 feet;
THENCE in a northeasterly direction along said East right-of-way line and
curve to the right, a distance of 241.63 feet to a 1/2" capped iron rod set;
THENCE in a northeasterly direction along said East right-of-way line the
following eleven (11) courses;
North 41 deg. 24 min. 49 sec. East tangent to said curve, a distance
of 494.46 feet to a 1/2" capped iron rod set;
North 88 deg. 33 min. 21 sec. East, a distance of 110.26 feet to a
1/2" capped iron rod set;
North 35 deg. 51 min. 53 sec. East, a distance of 60.28 feet to a 1/2"
capped iron rod set;
North 03 deg. 35 min. 11 sec. West, a distance of 106.07 feet to a
1/2" capped iron rod set;
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded
CFA Official Release Date: 07.01.2015
Page 15 of 17
Revised 08.18.2022 DH
North 41 deg. 24 min. 49 sec. East, a distance of 173.58 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 250.00 feet, a central angle of 12 deg.
03 min. 53 sec., and being subtended by a chord which bears North
35 deg. 22 min. 53 sec. East - 52.55 feet;
Continue in a northeasterly direction along said curve to the left, a
distance of 52.64 feet to a 1/2" capped iron rod set;
North 29 deg. 20 min. 56 sec. East tangent to said curve, a distance
of 138.53 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 250.00 feet, a
central angle of 12 deg. 03 min. 53 sec., and being subtended by a
chord which bears North 35 deg. 22 min. 53 sec. East - 52.55 feet;
Continue in a northeasterly direction along said curve to the right, a
distance of 52.64 feet to a 1/2" capped iron rod set;
North 41 deg. 24 min. 49 sec. East tangent to said curve, a distance
of 132.81 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 2,565.00 feet, a
central angle of 08 deg. 13 min. 46 sec., and being subtended by a
chord which bears North 37 deg. 17 min. 56 sec. East - 368.09 feet;
Continue in a northeasterly direction along said curve to the left, a
distance of 368.41 feet to a 1/2" capped iron rod set;
North 33 deg. 11 min. 03 sec. East tangent to said curve, a distance
of 27.64 feet to a 1/2" capped iron rod set in the North line of said
383.83 acre tract;
THENCE South 44 deg. 08 min. 03 sec. East departing said East right-of-way
line and continue along the North line of said 383.83 acre tract and the
South line of said Tradition Central, Phase 1 A, a distance of 590.89 feet to
a 1/2" capped iron rod set;
THENCE South 65 deg. 58 min. 36 sec. East along said North and South
lines, a distance of 1,029.91 feet to the POINT OF BEGINNING, containing
3,217,561 square feet or 73.865 acres of land, more or less.
City of Fort Worth, Texas
Standard Completion Agreement — Self -Funded
CFA Official Release Date: 07.01.2015
Page 16 of 17
Revised 08.18.2022 DH
EXHIBIT B
APPROVED BUDGET
Section I
Water
Sewer
Subtotal
Section II
Interior Streets
Storm Drains
Subtotal
Section III
Street Lights
Sub -total
TOTAL
City of Fort Worth, Texas
Standard Completion Agreement — Lender -Funded
CFA Official Release Date: 07.01.2015
Page 19 of 19
$1,530,610.24
$1,679,925.19
$3,192,873.85
$1,305,143.89
$368,761.26
$3,210,535.43
$4,498,017.74
$368,761.26
$8,077,314.43
Revised 01.30.23 BN