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HomeMy WebLinkAboutContract 57408-MG1SC No 57408-MG1. Memorandum Date: 2/13/2024 To: JB Strong — Sr. Assistant City Attorney To: Chris Harder — Director unq Suby Varughese — Sr. Professional Engineer F°"' C Feaoo e000�Yp9C�P I.g To: Jannette Goodall — City Secretary 4ybnEoo5.o4 From: Tracy Walter — FMS/Vendor Management Re: Merger- HT HWY 114 Land 2 LP to HT HWY 114 Development LP Prior Name: HT HWY 114 Land 2 LP New Name: HT HWY 114 Development LP Supplier id: 7000000943 CSCO 57408 Effective Date: 10/14/2022 APPROVED BY: Sr. Assistant City Attorney APPROVAL DATE: Feb 15, 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CERTIFICATE OF MERGER MERGING - FILE© 5oc etary of State of Texas OCT 11 2022 Corporations Section HT HWY 114 MUD LP; HT'HWV 114 LAND LP; HT HWY 114 LAND 2 LP; AND HT HWY 114 DEVELOPMENT LP, each, a Texas limited partnership Pursuant to the provisions of Chapter 10 of the Texas Business Organizations Code- (the "TBOC"), and the title applicable to each domestic filing entity identified below, as of the 1 Ott' day of October, 2022, the undersigned Merging Patties (as defined below) submit this certificate of merger adopted for filing and hereby certify that: 1. The name, organizational form, state of organization, and file number issued by the secretary of state, for each of the entities. (the "Mergint7, Parties") that is a party to the merger (the "Merp_er''),are as follows: Name of Entity: Principal Office Organizational Form State.of Oireanization File No. HT Hwy 1 14 Development LP Limited Partnership Texas 0803258638 845Texas Avenue, Suite 3300 Houston, Texas 77002 Limited Partnership Texas 0803258642 HT Hwy 1 l4 Land 1,P 845 'Texas Avenue, Suite 3300 Houston, Texas 77002 HT Hwy 114 Land 2 LP Limited Partnership Texas 0803559562 845 Texas Avenue, Suite 3300 Houston, Texas 77002 HT Hwy IN MUD LP Limited Partnership Texas 0803403294 845 Texas Avenue, Suite 3300 Houston, Texas 77002 2. HT Hwy 114 Development LP (the "Survivinf- Party") shall survive the Merger and continue its legal existence in accordance with the Agreement and -Plan of Merger (the "Plan of Merizer"). 3'. A signed copy of the Plan of Merger is on file -at the principal place of business of the Surviving Party. 4. On written request, a copy of the, Plan of Merger will be furnished without cost by the Surviving Party to -any owner or member of a Merging Party and to any creditor or obligee of the Merging Parties at the time of the Merger if a liability or obligation'is then outstanding. 5: No amendmAgthe certificate of formation of the Surviving. Party are effected by the Merger. 1 ECEI IJJ i, i t!t ,lMIT1 1; r o11:ii'! i!! ar .tl.7" .ti!ot r'wit l. A NIL. . ec�eta�1 01 state , S ' b. The Plan of Merger has been approved by each of the Merging Parties in accordance with the requirements of the T BOC and their respective governing documents, 7. This document becomes effective at a later date, which is not more than ninety (90) days From the date of signing. The -delayed effective date is: October 14, 2022 at 8:00 a.m. Central Time. 8. Instead of providing the tax certificate, the Surviving Party will be liable for the payment of the required franchise taxes. [Srgnuture Page Follows] 2 The;undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and ihat the person signing is -authorized under the provisions of the TBOC or other,law applicable to and governing the Merging Parties, to execute the ding instrument. RT HWY 114 DEVELOPMENT LP, a Texas limited partnership By: HT Hwy 114 Development LLC, a=Delaware limited liability company, its general partner By: HT Hwy 114 LP, a Delaware limited partnership, its sole member By: Hines Hwy 114 LLC, a Delaware limited liability company, its,general partner By: Hines Hwy 114 Associates LP, a Texas limited partnership, its sole member By. Hines Investment Management Holdings Limited Partnership, a Texas ' ited partnership, _ its general pars B: Y PAert W. Witte, Senior Managing Director Signature Pagc to Certirrcate of Morger (TX) HT Hwy 114 Doelopsnent LP: 4r iivx-y 114 Land LP; HT Hwy 114 Land 2 I.P and }IT Hwy 114 MUD LP H`1' HWY I f4 LAND LP, a Texas.limited partnership 13y: HT Hwy If 4 Land-LLC, a Delaware limited liability company, its general partner By: HT Hwy 114 LP, a Delaware limited partnership, its sole member By: Hines Hwy 114 LLC, a Delaware limited liability company, its general partner By: Hines'Hwy 114 Associates LP, a Texas limited partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, a Texas rnited partnership, 2ert part By: Witte, tSenioranaging Director HT HWY 114 LAND 2 LP, a Texas limited partnership By: HT Hwy 114 Land 2 LLC. a Delaware limited liability company, its general partner By: HT Hwy 114 LP.. a Delaware limited partnership, its,sole member By: Hines Hwy 114 LLC, a Delaware Limited liability company, its general partner By: Hines Hwy 1 f 4 Associates LP, a Texas limited partnership, its sole -member By: Hines Investment Management Holdings Limited Partnership, a Texas limited partnership; its general part By: JA(obert W. Witte, Senior Managing Director Signature Page to Certificate of Merger rT'X) HT Hwy 114 Developmert LP; Hl' Hwy 114 Land LP; HT Hwy 114 Land 2 LP and HT lrwy L 14 MUD LP 14T HWY 114 MUD LP, a Texas limited partnership By: HT Hwy t W MUD LLC, a Delaware limited liability company, its general partner By:'HT Hwy 114 LP, a Delaware limited partnership, its sole member By: Hines Hwy 114 LLC, a. Delaware limited liability company, its general partner By: Hines Hwy 114 Associates LP. a Texas Iinuted'partnership, its.sole�mcmber By: Hines Investment Management Holdings Limited Partnership, a Texa 'mited partnership, its -general par 10By: R ert W. Witte, Senior Managing Director Signature page to Ccnihcate of Mcrvcr (TX) 14T HwN 1 14 Development LP; IIT 11u7 i t4 1 :end LP; {IT Hwy 114 f jnd 1 3_P and III' Nwy 114 MUD €.P HT HWY 114 DEVELOPMENT LP c/o Hines Interests Limited Partnership 2700 Commerce Street, Suite 1600, Dallas, TX 75226 February 12, 2024 VIA EMAIL City of Fort Worth Attention: Melissa Harris DSWS- Development Project Coordinator Email: Melissa.Harris@fortworthtexas.gov Re: Merger of HT Hwy 114 Land LP, HT Hwy 114 Land 2 LP and HT Hwy 114 MUD LP (collectively, the "Merged LPs") with and into HT Hwy 114 Development LP ("Development LP"; and together with the Merged LPs, the "Merced LP Entities") Dear Melissa: Development LP hereby gives written notice to the City of Fort Worth that the Merged LPs merged with and into Development LP on October 14, 2022, pursuant to that certain Agreement and Plan of Merger dated as of October 14, 2022, by and among HT Hwy 114 Land LLC, HT Hwy 114 Land 2 LLC, HT Hwy 114 MUD LLC (collectively, the "Merized GPs"), HT Hwy 114 Development LLC ("Development LLC"; and together with the Merged GPs, the "Merged GP Entities"; which were the general partners of the Merged LP Entities, respectively) and the Merged LP Entities (the "Plan of Mercer"), with Development LLC surviving the merger of the Merged GP entities and Development LP surviving the merger of the Merged LP Entities. For your reference, a copy of the Plan of Merger is attached hereto as Exhibit A, a copy of the Certificate of Merger evidencing the merger of the Merged GP Entities is attached hereto as Exhibit B, and a copy of the Certificate of Merger evidencing the merger of the Merged LP Entities is attached hereto as Exhibit C. [signature page follows] ACTIVE 109500295.2 Sincerely, 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 gener 1 partner By: / Name: Robert W. Witte Title: Senior Managing Director ACTIVE 109500295,2 EXHIBIT A Plan of Merger [Attached] ACTIVE 109500295.2 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Amement") is made and entered into as of October 14, 2022, by and among the parties whose signatures are appended hereto, each of whom is sometimes individually referred to herein as a "Party" and collectively as the WITNESSETH: WHEREAS, HT Hwy 114 LP, a Delaware limited partnership (the "Parent"), is the sole member of each of (i) HT Hwy 114 Development LLC, a Delaware limited liability company ("Development GP"), (ii) HT Hwy 114 Land LLC, a Delaware limited liability company ("Land GP"), (iii) HT Hwy 114 Land 2 LLC, a Delaware limited liability company ("Land 2 GP"), and (iv) HT Hwy 114 MUD LLC, a Delaware limited liability company ("MUD GP"; and together with Land GP and Land 2 GP, the "Meraina GPs"); WHEREAS, (i) Development GP is the sole general partner, and Parent is the sole limited partner, of HT Hwy 114 Development LP, a Texas limited partnership ("Development LP"), (ii) Land GP is the sole general partner, and Parent is the sole limited partner, of HT Hwy 114 Land LP, a Texas limited partnership ("Land LP"), (iii) Land 2 GP is the sole general partner, and Parent is the sole limited partner, of HT Hwy 114 Land 2 LP, a Texas limited partnership ("Land 2 LP"), and (iv) MUD GP is the sole general partner, and Parent is the sole limited partner, of HT Hwy 114 MUD LP, a Texas limited partnership ("MUD LP"; and together with Land LP and Land 2 LP, the "Mmin2 LPs"); WHEREAS, it is proposed that (i) each of the Merging LPs merge with and into Development LP, with Development LP surviving and assuming all of the assets and obligations of the Merging LPs (the "LP Mercer"), and (ii) each of the Merging GPs merge with and into Development GP, with Development GP surviving and assuming all of the assets and obligations of the Merging GPs, pursuant to the terms and conditions of this Agreement (the "GP Mercer," and together with the LP Merger, the "Mergers"); WHEREAS, Parent, on behalf of Development GP and each Merging GP, has adopted, by written consent, resolutions declaring the Mergers advisable and approving this Agreement and the consummation of the Mergers; and WHEREAS, each Party desires to effect the Merger to which it is a party, upon the terms and subject to the conditions set forth herein and in accordance with the laws of such Party's respective jurisdiction of organization and governing documents. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby covenant and agree as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX AGREEMENT Section 1. The Merger. (a) Effective Time. Each of the LP Merger and the GP Merger shall become effective on the date, and at the time, specified in the applicable certificate of merger (each a "Certificate of Mercer") to be filed with the applicable Secretary of State in substantially the form attached hereto as Annex A. With respect to each such Merger, such date and time shall be referred to herein as the "Effective Time." (b) The Merger. At the applicable Effective Time: (i) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Chapter 10 of the Texas Business Organizations Code (the "TBOC"), each of the Merging LPs shall merge with and into Development LP and Development LP shall continue its existence as a limited partnership governed by the laws of the State of Texas (the "Surviving LP"). (ii) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Section 18-209 of the Limited Liability Company Act (the "Act"), each of the Merging GPs shall merge with and into Development GP and Development GP shall continue its existence as a limited liability company governed by the laws of the State of Delaware (the "Surviving GP"). (c) Effects of the Mergers. At and after the applicable Effective Time, (i) the LP Merger shall have the effects set forth in the TBOC and (ii) the GP Merger shall have the effects set forth in the Act. Without limiting the generality of the foregoing, at the applicable Effective Time, (i) with respect to the LP Merger: 1. the separate existence of each of Land LP, Land 2 LP and MUD LP shall cease, 2. without further transfer, the Surviving LP shall succeed to and possess all of the rights, privileges and powers of each Merging LP, and all of the assets and property of whatever kind and character of such Merging LP shall vest in the Surviving LP without further act or deed, 3. the Surviving LP shall become liable for all of the debts, liabilities and duties of each Merging LP, and any claim or judgment against a Merging LP may be enforced against the Surviving LP, in accordance with Chapter 10 of the TBOC, and 4. the partnership interests of each Merging LP shall, by virtue of the LP Merger, be automatically canceled, with no consideration being paid 2 therefor, and Parent shall continue to hold, directly or indirectly through Development GP, all of the partnership interests in the Surviving LP, and (ii) with respect to the GP Merger: 1. the separate existence of each of Land GP, Land 2 GP and MUD GP shall cease, 2. without further transfer, the Surviving GP shall succeed to and possess all of the rights, privileges and powers of each Merging GP, and all of the assets and property of whatever kind and character of such Merging GP shall vest in the Surviving GP without further act or deed, 3. the Surviving GP shall become liable for all of the debts, liabilities and duties of each Merging GP, and any claim or judgment against a Merging GP may be enforced against the Surviving GP, in accordance with Section 18-209(g) of the Act, and 4. the limited liability company interests of each Merging GP shall by virtue of the GP Merger, be automatically canceled, with no consideration being paid therefor, and Parent shall continue to hold all of the outstanding limited liability company interests in the Surviving GP. Section 2. Constituent Documents of the Surviving LP and Surviving GP. (a) Certificates of Formation. The Certificates of Formation of the Surviving LP and Surviving GP will not be amended, restated, or otherwise affected by the Mergers. At the applicable Effective Time, (i) the certificate of formation of the Surviving LP, as in effect immediately prior to such Effective Time, shall be the Surviving LP's certificate of formation, and (ii) the certificate of formation of the Surviving GP, as in effect immediately prior to such Effective Time, shall be the Surviving GP's certificate of formation, in each case, unless and until amended in accordance with its terms and applicable law. (b) Governing Documents. The governing documents of the Surviving LP and Surviving GP will not be amended, restated, or otherwise affected by the Mergers. At the applicable Effective Time, (i) the limited partnership agreement of the Surviving LP, as in effect immediately prior to such Effective Time, shall be the Surviving LP's limited partnership agreement, and (ii) the limited liability company agreement of the Surviving GP, as in effect immediately prior to such Effective Time, shall be the Surviving GP's limited liability company agreement, in each case, unless and until amended in accordance with its terms and applicable law. Section 3. Management of the Surviving GP. The officers of the Surviving GP holding office immediately prior to the applicable Effective Time shall continue to be the Surviving GP's officers immediately after such Effective Time. All such officers shall hold office until their respective successors are duly appointed in the manner provided in the limited liability company 3 agreement of the Surviving GP, or until their earlier death, resignation or removal in accordance with the certificate of formation and the limited liability company agreement of the Surviving GP. MISCELLANEOUS (a) Amendments; No Waivers. Subject to applicable law, any provision of this Agreement may be waived, supplemented or amended at any time prior to consummation of the Mergers by written agreement of the parties hereto. No failure or delay by any Parry in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such right, power or privilege. Nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. (b) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. (c) No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing in this Agreement is intended to or shall be deemed to create or grant to any other persons any rights, claims, causes of action of any kind or nature against any of the parties hereto. (d) Further Assurances. Each of the Parties will take all such lawful actions as may be necessary or appropriate to effect the transactions described in this Agreement. If at any time the surviving entity considers or is advised that any further assignment, assurance, or other action is necessary or desirable to vest in such entity the title to any property or right of any of the merging entities or otherwise to carry out the purposes of this Agreement, the proper officers or representatives of the merging entities shall, and are hereby authorized to, execute and make all such proper assignments or assurances and take such other actions as are necessary or desirable to vest title and all rights relating thereto in the applicable surviving entity. (e) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, transferred or conveyed, in whole or in part, by any of the Parties without the prior written consent of the other Parties. (f) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. (g) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to any conflicts of law provisions that would result in the application of the laws of any other jurisdiction; provided, however, that this Agreement shall be governed by the laws of the State of Delaware to the extent required by the Act in connection with the GP Merger. 2 (h) Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not constitute a part thereof or affect in any way the meaning or interpretation of this Agreement. (i) Counterparts; Signed Copies. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Signature page follows] 5 IN WITNESS WHEREOF, the undersigned, in its capacity as (i) the sole member of Development GP and each Merging GP, for themselves and in their capacities as the general partners of Development LP and each Merging LP, respectively, and (ii) the sole limited partner of Development LP and each Merging LP, has caused this Agreement to be executed as of the date first written above by Development GP, each Merging GP, Development LP, and each Merging LP. HT HWY 114 LP, a Delaware limited partnership By: Hines Hwy 114 LLC, a Delaware limited liability company its general partner By: Hines Hwy 114 Associates LP, a Texas limited partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, a Texas limited partnership, its general partner By: Name: Robert W. Witte Title: Senior Managing Director OFFICIAL RECORD [Signature Page to Agreement and Plan of Merger] CITY SECRETARY FT. WORTH, TX EXHIBIT B Certificate of Merger for the Merged GP Entities [Attached] ACTIVE 109500295.2 Delaware Page The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "HT HWY 114 MUD LLC", A DELAWARE LIMITED LIABILITY COMPANY, "HT HWY 114 LAND LLC", A DELAWARE LIMITED LIABILITY COMPANY, "HT HWY 114 LAND 2 LLC", A DELAWARE LIMITED LIABILITY COMPANY, WITH AND INTO "HT HWY 114 DEVELOPMENT LLC" UNDER THE NAME OF "HT HWY 114 DEVELOPMENT LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF OCTOBER, A.D. 2022, AT 9:21 O'CLOCK A.M. 7313439 8100M SR420223770965 J�MnY kC�,'St; : arp of Sta1r Authentication: 204626593 Date:10-14-22 You may verify this certificate online at corp.delaware.gov/authver.shtml DocuSign Envelope ID: 5A7743FD-6CBD-47FC-BE6B-754666429F50 State of Delaware Secretary of State CERTIFICATE OF MERGER Division of corporations Delivered 09:21 W 10/14/2022 MERGING FILED 09:21 AM 10I1412022 SR 20223770965 - File Number 7313439 HT HWY 114 MUD LLC; HT HWY 114 LAND LLC; HT HWY 114 LAND 2 LLC; HT HWY 114 DEVELOPMENT LLC, each, a Delaware limited liability company Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the "DLLCA"), as of the 14' day of October, 2022, the undersigned submits this certificate of merger adopted for filing and hereby certifies that: FIRST: The name, jurisdiction of formation or organization and type of entity of each of the domestic limited liability companies (the "Merging Parties") which is to merge (the "Merger") are as follows: Name of Entity HT Hwy 114 Development LLC HT Hwy 114 Land LLC HT Hwy 114 Land 2 LLC HT Hwy 114 MUD LLC Jurisdiction of Formation Delaware Delaware Delaware Delaware TvDe of Entity Limited liability company Limited liability company Limited liability company Limited liability company SECOND: An agreement and plan of merger (the "Plan of Merger"} has been approved and executed by each of the Merging Parties in accordance with Section 18-209 of the DLLCA. THIRD: HT Hwy 114 Development LLC (the "Surviving Party") will survive the Merger and continue its legal existence in accordance with the Plan of Merger. FOURTH: No amendments to the Certificate of Formation of the Surviving Parry are effected by the Merger. FIFTH: The Merger will become effective upon the filing of this Certificate of Merger. SIXTH: The Plan of Merger is on file at the place of business of the Surviving Entity at 845 Texas Avenue, Suite 3300, Houston, Texas 77002. SEVENTH: A copy of the Plan of Merger will be furnished by the Surviving Entity, on request and without cost, to any member of any domestic limited liability company or any other person holding an interest in any other business entity, in each case, which is to merge. [Signature Page Follows] DocuSign Envelope ID: 5A7743FD-6CBD-47FC-BE6B-754666429F50 IN WITNESS WHEREOF, the Surviving Entity has executed this Certificate of Merger in accordance with Section 18.204 of the DLLCA as of the date first written above. HT HWY 114 DEVELOPMENT LLC, a Delaware limited liability company, By: HT Hwy 114 LP, a Delaware limited partnership, its sole member By: Hines Hwy 114 LLC, a Delaware limited liability company, its general partner By: Hines Hwy 114 Associates LP, a Texas limited partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, a Texas limited partnership, its general partner By: HIMH GP LLC, a Delaware limited liability company, its general partner By: Hines Real Estate Holdings Limited Partnership, a Texas limited partnership, its sole member By: Proj I — Business GP LLC, a Delaware limited liability company, its general partner DmuSigned by: Ay'& By: '."" "7262466 _ Lisa Q. Metts, Vice President/Assistant Secretary Signature Page to Certificate of Merger (DE) HT Hwy 114 Development LLC; HT Hwy 114 Land LLC; HT Hwy 114 Land 2 LLC; and HT Hwy 114 MUD LLC EXHIBIT C Certificate of Merger for the Merged LP Entities [Attached] ACTIVE 109500295.2 Corporations Section ��E 0 John B. Scott P.O.Box 13697 �,�� Secretary of State Austin, Texas 78711-3697 ` Office of the Secretary of State CERTIFICATE OF MERGER The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument merging HT Hwy 114 Land 2 LP Domestic Limited Partnership (LP) [File Number: 803559562] HT Hwy 114 Land LP Domestic Limited Partnership (LP) [File Number: 803258642] HT Hwy 114 MUD LP Domestic Limited Partnership (LP) [File Number: 803403294] Into HT Hwy 114 Development LP Domestic Limited Partnership (LP) [File Number: 803258638] has been received in this office and has been found to conform to law. Accordingly, the undersigned, as Secretary of State, and by the virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing the acceptance and filing of the merger on the date shown below. Dated: 10/11/2022 Effective: 10/14/2022 08:00 am Come visit us on the internet at https://www. sos. texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Jean Marchione TID: 10343 Document: 1186110610002 Corporations Section �� E O P.O.Box 13697 Austin, Texas 78711-3697 ` John B. Scott Secretary of State Office of the Secretary of State John B. Scott Secretary of State Come visit us on the internet at https://www. sos. texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Jean Marchione TID: 10343 Document: 1186110610002 CERTIFICATE OF MERGER MERGING. FILED 5ocretary of State of Texas OCT 11 2022 Corporations Section HT HWY 114 MUD LP; HT HWY 114 LAND LP; HT HWY 114 LAND 2 LP; AND I -IT HWY 114 DEVELOPMENT LP, each, a Texas limited partnership Pursuant to the provisions of Chapter 10 of the Texas Business Organizations Code (the "TBOC"), and the title applicable to each domestic filing entity identified below, as.of the 10"' day of October, 2022, the undersigned Merging Patties (as defined below) submit this certificate of merger adopted for filing and hereby certify that: 1. The name, organizational. form, state of organization, and file number Issued by the secretary of state, for each of the entities. (the "M-__ergina Parties") that is a party to the merger (the "M. eraer"),are as follows: Name of Entitv: Principal Office Oreanizational Form State -of Organization File No. HT Hwy 114 Development LP Limited Partnership Texas 0903258638 845Texas Avenue, Suite 3300 Houston, Texas 77002 Limited Partnership Texas 0803258642 HT Hwy 1 l4 Land LP 845 'Texas Avenue, Suite 3300 Houston, Texas 77002 HT Hwy 114 Land 2 LP Limited Partnership Texas 0803559562 845 Texas Avenue, Suite 3300 Houston, Texas 77602 HT Hwy 114 MUD LP Limited Partnership Texas 0803403294 845 Texas Avenue, Suite 3300 Houston, Texas 77002 2. HT Hwy 114 Development LP (ihe "Surviving Party") shall survive the Merger and continue its legal existence in accordance with the Agreement and -Plan of Merger (the "Plan of Merger"). 1. A signed copy of the Plan of Merger is on file -at the principal place of business of the Surviving Party. 4. On written request, a copy of the. Plan of Merger will be furnished without cost by the Surviving Party to -any owner or member of a Merging Party and to any creditor or obligee of the Merging Parties at the time of the Merger if a liability or obligation'is then outstanding. 5. No amendmgthe certificate of formation of the Surviving. Party are effected by the Merger. p,���91 pIl� 4 �I;1 141 � r I1�;,r, iit` f;lii it !il�ahi}� l ! OCI I 1 LULL , SeCretaryl oi state , b. The Plan of Merger has been approved by each of the Merging Parties in accordance with the requirements of the TBOC and their respective governing doeU111en1S, 7. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The -delayed effective date is: October 14, 2022 at 8:00 a.m. Central Time. 8. Instead of providing the tax certificate, the Surviving Party will be liable for the payment of the required franchise taxes. [Signutur•e Page Follows] 2 The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fi-audulent instrument. The undersigned certifies that the statements contained herein are, true and correct, and That the person signing is,authorized under the provisions of the TBOC or other,law applicable to and governing the Merging Parties, to execute the fling instrument. LIT HWY 114 DEVELOPMENT LP, a Texas limiied,partnership By: HT Hwy 114 Development LLC, a:Delaware limited liability company, its general partner By: HT Hwy 114 LP, a Delaware limited partnership, its sole member By: Hines Hwy 114 LLC, a Delaware limited liability company, its,generai partner By: Hines Hwy 114 Associates LP, a IFexas limited partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, a Texas ' ited partnership, its general part B: y R&ert W. Witte, Senior Managing Director Sigrtaturc Pagc tv Cenirrcata ar Merger (Tx) HT Hwy 114 Developsncra LP: HT I1%y 114 Land LP; HT Hwy 114 Land 2 1,P and 11T Hwy 114 MUD LP HT HWY 114 LAND LP, a Texas.limited partnership By: HT Hwy 114 Land-LLC, a Delaware limited liability company, its general partner By: HT Hwy 114 LP, a Delaware limited partnership, its sole member By: Hines Hwy 114 LLC, a Delaware limited liability company, its-gencral partner By: Hines Hwy 114 Associates LP, a Texas limited partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, a T?xasmitedpartnership, its general pail By: ert W. Witte, Senior Managing Director HT HWY 114 LAND 2 LP, a Texas limited partnership By: HT Hwy 114 Land 2 LLC. a Delaware limited liability company, its general partner By: HT Hwy 114 LP. a Delaware limited partnership, its,sole member Byr Hines Hwy 114 LLC, a Delaware limited liability company, its general partner By: Hines Hwy 114 Associates LP, a Texas limited partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, a Texas limited partnership; its general part By: obert W. Witte, Senior Managing Director Signature Page to Certificate of Merger ITXf HT Huy 114 De,clopment LP; Fn' Huy 114 Land LP; HT Hwy 1141and 2 LP and HT Htivy k 14 MUD LP HT HWY 114 MUD LP, a Texas limited partnership BY: HT Hwy 114 MUD LLC, a Delaware limited liability company, its general partner By:,HT Flwy 114 LP, a Delaware limited partnership, its sole member Ry: Dines Hwy 114 LLC., a Delaware limited liability company, its general partner By: Hines Hwy 114 Associates LP, a Texas Iinuted-partnership, its -sole -member By: Hines Investment Management Holdings Limited Partnership, a Texa 'mited partnership, its genera] pa IF (10 R ert W. Witte, Senior Managing Director Signature Pam: w Ccniticate of'Mcncr ITx) HT Huv I t4 Dcyelopmcnt LP; ]IT Huy I t4 Land LP; IIT Huy I t4 f and 2 LP and €iT Flwy 114 MUD €.P Request for Taxpayer Give Form to the Farm (Rev, October 2018) Identification Number and Certification requester- Do not Department of the Treasury send to the IRS. Internal Revenue Service ■ Go to www.irs.gov/FormW9 for instructions and the latest information. t Name (as shown on your income tax return). Name is required on this line; do not leave this line blank, HT Hwy 114 LP 2 Business name/disregarded entity name, if different from above HT Hwy 114 Development LP 3 Check appropriate box ter federal tax classification of the person whose name is entered on line 1, Check only one of the 4 Exemptions (codes apply only to R following seven boxes. certain entities, not individuals; see a instructions on page = o ❑ Individuallsole proprietor or ❑ C Corporation ❑ S Corporation 21 Partnership ❑ Trustfestate c single -member LLC Exempt payee code (if any) a � .2 ❑ Urn ited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ■ p Nate: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting in LLC if the LLC Is classified as a single -member LLC that is disregarded From the owner unless the owner of the LLC is code if an ) ( y b another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. m ❑ Other (see instructions) ■ 000h;3 ry accounts ro•inflimcro Ivde the US.) 0 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) 03 2800 Post Oak Blvd, Suite 4800 I 6 City, state, and ZIP code Houston, TX 77056 7 List account number(s) here (optional) I= Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a I _ E resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. Far other entities, it is your employer identification number (EIN). If you do not have a number, see plow to get a ~ TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. F3T8-�4111(119161819 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2, 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that lam no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that t am exempt from FATCA reporting is correct, Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax retum. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later, ISignatuef Here U.S. peo4fA RdAI General Instructions � Section references are to the Intemal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.lrs.gov1FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information retum. Examples of information returns include, but are not limited to, the following. ■ Form 1099-INT {interest earned or paid) Date ■ q I 11 / ' I • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Farm 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 anly if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TfN, you might be subjew to backup withholding. See What is backup withholding, later. Cat. No. 10231X Farm W-9 (Rev. 10-2018) CSCO 57408 - Merger HT HWY 114 2 Land into HT HWY 114 Development LP Final Audit Report 2024-02-21 Created: 2024-02-13 By: Tracy Walter (Tracy.Walter@fortworthtexas.gov) Status: Canceled / Declined Transaction ID: CBJCHBCAABAAAFJoJsAQd4IJrt O rWzx5Yz iOYDWPD "CSCO 57408 - Merger HT HWY 114 2 Land into HT HWY 114 Development LP" History Document created by Tracy Walter (Tracy.Walter@fortworthtexas.gov) 2024-02-13 - 9:35:41 PM GMT- IP address: 204.10.90.100 Document emailed to John Strong (John.Strong@fortworthtexas.gov) for signature 2024-02-13 - 9:43:07 PM GMT GS© Document e-signed by John Strong (John.Strong@fortworthtexas.gov) Signature Date: 2024-02-15 - 9:03:44 PM GMT - Time Source: server- IP address: 204.10.90.100 P-► Document emailed to Suby Varughese (Suby.Varughese@fortworthtexas.gov) for approval 2024-02-15 - 9:03:45 PM GMT Email viewed by Suby Varughese (Suby.Varughese@fortworthtexas.gov) 2024-02-15 - 9:26:49 PM GMT- IP address: 204.10.90.100 &0 Document approved by Suby Varughese (Suby.Varughese@fortworthtexas.gov) Approval Date: 2024-02-16 - 7:59:42 PM GMT - Time Source: server- IP address: 204.10.90.100 7-4 Document emailed to Christopher Harder (christopher.harder@fortworthtexas.gov) for approval 2024-02-16 - 7:59:44 PM GMT Email viewed by Christopher Harder (christopher.harder@fortworthtexas.gov) 2024-02-21 - 3:42:24 PM GMT- IP address: 204.10.90.100 CS© Document approved by Christopher Harder (christopher.harder@fortworthtexas.gov) Approval Date: 2024-02-21 - 3:43:48 PM GMT - Time Source: server- IP address: 204.10.90.100 FORT WORTHS I Powered by Adobe Acrobat Sign Document approval automatically delegated to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) by Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) 2024-02-21 - 3:43:50 PM G Document emailed to Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) for approval 2024-02-21 - 3:43:50 PM G Document emailed to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) for approval 2024-02-21 - 3:43:50 PM G Email viewed by Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) 2024-02-21 - 3:45:07 PM G - IP address: 104.47.64.254 Document declined by Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) Decline reason: This needs ACM and Contract Compliance Signatures 2024-02-21 - 3:47:44 PM G - IP address: 204.10.90.100 FORTWORTH. 1 Powered 'y Adobe Acrobat Sign