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Contract 58921
Received Date: 2/22/2023 Received Time: 4:29 p.m. Developer and Project Information Cover Sheet: Developer Company Name: HPC Wellington Nance Development Corporation Address, State, Zip Code: 3001 Knox Street, Suite 405, Dallas, TX 75205 Phone & Email: Authorized Signatory, Title: Project Name: Brief Description: Project Location: Plat Case Number: PP-21-007 Mapsco: 19P & 19K CFA Number: CFA22-0158 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 214-445-2211 benahanoverproDertv.com Ben Luedtke, Executive Vice President Wellington Area 3 North Phase 1 Water, Sewer, Paving, Storm, and Streetlight Approximately 11500 Willow Springs Road Plat Name: Wellington Area 3 North Phase 1 Council District: 1 7 City Project Number: CPN l 03805 I IPRC22-0040 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 19 City Contract Number: 58921 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 HPC Wellington Nance Development Corporation, a Texas corporation ("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 Wellington Area 3 North Phase 1 ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in OFFICIAL RECORD City of Fort Worth, Texas CITY SECRETARY Page 2 of 19 Standard Community Facilities Agreement Rev. 9/21 FT. WORTH, TX connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: ® Exhibit A: Water ® Exhibit A-1: Sewer ® Exhibit B: Paving © Exhibit 13-1: Storm Drain ® Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall City of Fort Worth, Texas Page 3 of 19 Standard Community Facilities Agreement Rev. 9/21 not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. City of Fort Worth, Texas Page 4 of 19 Standard Community Facilities Agreement Rev. 9/21 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer -awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. M Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any City of Fort Worth, Texas Page 5 of 19 Standard Community Facilities Agreement Rev. 9/21 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. 11. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT OFANYINJURIES 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 PROPERL Y SAFEGUARD THE WORK, OR ON ACCOUNT OF ANY ACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. City of Fort Worth, Texas Page 6 of 19 Standard Community Facilities Agreement Rev. 9/21 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third 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: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 DEVELOPER: HPC Wellington Nance Development Corporation 3001 Knox St, Suite 405 Dallas, TX 75205 Page 7 of 19 With conies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and City of Fort Worth, Texas Page 8 of 19 Standard Community Facilities Agreement Rev. 9/21 employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City of Fort Worth, Texas Page 9 of 19 Standard Community Facilities Agreement Rev. 9/21 City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm City of Fort Worth, Texas Page 10 of 19 Standard Community Facilities Agreement Rev. 9/21 entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. City of Fort Worth, Texas Page 11 of 19 Standard Community Facilities Agreement Rev. 9/21 33. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 19 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Wellington Area 3 North Phase 1 CFA No.: 22-0158 Items A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total City Project No.: 103805 B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Construction Cost (excluding the fees) Estimated Construction Fees: C. Construction Inspection Service Fee D. Administrative Material Testing Service Fee E. Water Testing Lab Fee Total Estimated Construction Fees: Financial Guarantee Options, choose one Bond = 100% Completion Aqreement = 100% / Holds Plat Cash Escrow Water/Sanitary Sewer= 125% Cash Escrow Pavinq/Storm Drain = 125% Letter of Credit = 125% Escrow Pledqe Aqreement = 125% Developer's Cost $ 2,090,808.00 $ 2,121,772.00 $ 4,212,580.00 $ 4,666,073.00 $ 4,289,762.00 $ 545,480.00 $ 9,501,315.00 $ 13,713,895.00 $1 17,250.00 $51,450.00 $3,000.00 $ 171,700.00 IPRC No.: 22-0040 Choice Amount (Mark one) $ 13,713,895.00 $ 13,713,895.00 X $ 5,265,725.00 $ 11,876,643.75 $ 17,142,368.75 $ 17,142,368.75 City of Fort Worth, Texas Page 13 of 19 Standard Community Facilities Agreement Rev. 9/21 IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH Dana Q"k7d0j�C Dana Burghdoff(Yeb 22, 202314:33 CST) Dana Burghdoff Assistant City Manager Date: Feb 22, 2023 Recommended by: 8i�lu4we Bichson Nguyen (F 2� 2, 2023 09:04 CST) Dwayne Hollars/Bichson Nguyen Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard A. McCracken (Feb 22, 202309:42 CST) Richard A. McCracken Sr. Assistant City Attorney M&C No. Date: Feb 22, 2023 Form 1295: ATTEST: Jannette S. Goodall City Secretary Q.00vvnab �.s°� FgRr�yoa� GC. o oa b aau nFoa f'�bo DEVELOPER HPC Wellington Nance Development Corporation 99.4, Za Ben Luedtke Executive Vice President Date: Feb 20, 2023 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 (Feb 22, 2023 09:14 CST) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 14 of 19 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment ® Attachment 1 - Changes to Standard Community Facilities Agreement ® Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions ❑X Location Map ❑X Exhibit A: Water Improvements ❑X Exhibit A-1: Sewer Improvements X❑ Exhibit B: Paving Improvements © Exhibit B-1: Storm Drain Improvements ® Exhibit C: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 15 of 19 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 103805 None City of Fort Worth, Texas Page 16 of 19 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "2" Phased CFA Provision City Project No. 103805 The improvements being constructed by Developer pursuant to this Agreement will connect to sewer improvements Developer is constructing under a separate Community Facilities Agreement, City Secretary Contract Number 57832, which 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. City has allowed Developer to construct the Parent Project in two phases in order to allow the southern portion of the sewer ("Segment I") to be used while the northern portion of the sewer ("Segment 2") is still under construction. Developer shall not make the final connection of the improvements in the Child Project to the improvements in the Parent Project until Segment I of the sewer in the Parent Project has been constructed (including but not limited to passing CCTV and vacuum testing, installation of epoxy manhole linings, installation of sewer location markers, and installation of seeding or sod), and has passed inspection by the city and the City's Construction Inspection Office and Water Department field operations personal, and the City consents to Developer making the connection. The City will not accept the Improvements being constructed pursuant to this Agreement until the Segment I sewer in the Parent Project is constructed and final accepted by the City. Final City of Fort Worth, Texas Page 17 of 19 Standard Community Facilities Agreement Rev. 9/21 acceptance of Segment 1 shall mean the issuance of a letter by the City indicating that Segment 1 has been constructed in accordance with the City's standards, but shall not mean the execution of a greensheet, or the maintenance bonds for Segment 1 becoming effective. Before Segment 1 is final accepted, all routine testing of the Segment 1 sewer main must be completed with passing results and CCTC of the Segment 1 sewer main and all manholes in the Segment 1 sewer main, including their lining, shall be completed, reviewed and accepted by the City. The final plat for property that is the subject of this Agreement will not be approved by the City before Segment 1 is final accepted by the City. Residential building permits will not be issued for the property that is the subject of this Agreement until the final plat for the property related to this Agreement is approved by the City and recorded with the county. Completion of the Improvements under this Agreement does not entitle Developer to obtain a final plat of the property until all other requirements of Federal law, State law, or the City Code relating to the filing and recording of a final plat have been met by Developer. BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY AND ALL ECONOMICDAMAGESPROPERTYLOSS, PROPERTYDAMAGESAND PERSONAL INJURY, (INCLUDING DEATH), OFANYKIND OR CHARACTER, WHETHER REAL ORASSERTED. DEVELOPERHEREBYEXPRESSLYRELEASESANDDISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TOANYANDALL ECONOMICDAMAGES, PROPERTYLOSS, PROPERTY DAMAGE AND PERSONAL INJURY (INCL UDING 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, ATITS SOLE COSTAND EXPENSE, AGREES TO AND DOES HEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROMAND AGAINSTANYANDALL CLAIMS (WHETHER ATLA W OR INEQUITY), LIABILITIES, DAMAGES (INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTYDAMAGESAND 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 DESCRIPTIONARISING OR ALLEGED TO ARISE BY OR INANY 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. City of Fort Worth, Texas Page 18 of 19 Standard Community Facilities Agreement Rev. 9/21 DEVELOPER HPC Wellington Nance Development Corporation Ben Luedtke Executive Vice President Date: Feb 20, 2023 City of Fort Worth, Texas Page 19 of 19 Standard Community Facilities Agreement Rev. 9/21 MAPSCO NO. 19P & 19K COUNCIL DISTRICT NO. 7 OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 VICINITY MAP WELLINGTON AREA 3 NORTH PHASE 1 CPN 4103805 WA Enginewing, Ino. `J� 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 EXISTING WELLINGTON AREA 1 SOUTH PHASE 1 ALLEY Al CONNECT TO TRURO LANE I I I I I I I I I /, I 3 EXISTING 8" LINE WE- PVCI I �+ a UII ALLEY B � ALLEY A2 IRIWILI AVENUE, �_ l ALLEY 11 LI6ff7 /�TTTI IW1 J11 ALLEY'D I I I 113 �8- WL-15_j�8" WL-Y 8" WL-7J �8" WL-] WANDELL WAY -UB11WL-Y eWL .�lllllIl ALLEY K 3 �w R 'S1 LEGEND PROPOSED WATER LINE PROPOSED GATE VALVE PROPOSED FIRE HYDRANT LIMITS OF PROJECT EXISTING WATER LINE r C' U Zj CO 3 3 3 T 16 �R WI-1 .8" IL MS PLACE 3 � I m SIDECAR STREET) g . 8" WL-2_ m *1 SCALE: 1 " = 500' OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 CONNECT TO EXISTING 36" CONCRETE WATER LINE WATER EXHIBIT'A' WELLINGTON AREA 3 NORTH PHASE I CPN #103805 WA vgin"fing bw ALA 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 NOT EXISTING INFRASTRUCTURE CONNECT TO 21" SEWER STUB M-584 CPN: 103521 EXISTING WELLINGTON AREA 1 PHSASOUTHE 1 ALLEY Al TRURO LANE � W I LIEIHU� GALLEY 12 �I I I�!R!W!LL�!E! E �W e• ilrvE P f �I A G I I I I I I rTl I`I"I I I 'ALLEY ! I I I I IIII�II�In�IE��711�11rv�l� WANDELL WAY g I t = ILINS iiirvilALLEY K 1i o d —� ,_ CONNECT TO 21" SEWER STUB M-584 CPN: 103521 X-27161 PROPOSED SANITARY SEWER PROPOSED MANHOLE EXISTING SANITARY SEWER EXISTING MANHOLE LIMITS OF PROJECT DRIVE NORTH WULSiONE SOUTH WULSTONE DRIVE \ 3 I I !MILE! !NEI I 0 • urvE r s• urvAA w•=— �'II m— SCALE:1 " = 500' OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 WASTEWATER EXHIBIT'A-l' WELLINGTON AREA 3 NORTH PHASE I CPN #103805 LJA gngtneing, Inc. `A 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 EXISTING WELLINGTON AREA 1 SOUTH PHASE 1 ALLEY Al C O t 3 a M 0 M N O 04 3 a L W L U N N L a z M Q V) 0 L a z M Q C O U N O z z s 0 0 0 z z i z z (N OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 n(N) DALLAS, TEXAS 75205 SCALE: 1 " = 500' LEGEND PROPOSED ROADWAY/50' ROW 6' THICKNESS PROPOSED 12'B—B ROADWAY/16' ROW 6" THICKNESS PROPOSED 2-21'B—B ROADWAY WITH MEDIAN/VARIABLE ROW 6" THICKNESS PROPOSED 5' SIDEWALK BY DEVELOPER PROPOSED 5' SIDEWALK BY HOMEBUILDER PROPOSED ADA RAMPS (BY DEVELOPER) 0 LIMITS OF PROJECT — PAVING EXHIBIT'B' WELLINGTON AREA 3 NORTH PHASE 1 CPN #103805 LJA Embundng, bw IIJ4 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 c 0 a� 2 a 0 N 0 o� 3 a a t w L 0 a z M 0 0 L a z a c 01 ZQo J g 0 i 0 3 I z i vi ISTINc 10' TYPE 2 INLET wELu SO�EA N21RCP �NASE I ALI t Y A _ 10' TYPE 2 INLET i 24" RCP ��IT�lu i A�� 10' TYPE 2 INLET N 10' INLET Q 30' RCP 10, TYPE 2 INLET 24•. RC? 2 JUNCTION BOX ALLEY B 24' RCP 10' INLETt-1 1 I I I ALLEY AG a �r 21' RCP I Y I b' JUNCTION BOX 24' RCP » �' I SCALE:1 = 500 I 10' TYPE 2 IN 10' INLET coRNwnu A'E'ue w 10' INLET 4' JUNCTION BOX 42' RCP 10. INLET _ BOX 24" RCP(�j10' INLET 5' JUNCTION BO)( 21• xp -I SLOPED END HEADWALL Il AUEv c 21 RCP I I I I I 1 1 AUEv o 4' JUNCTION BOX IV INLET , I I ' 24• RCP0' TYPE 2 INLEr� I I 10' TYPE 2 INLETI I I I I 4' JUNCTION BOX 10' INLETI I I I I I I 10'.I.LET. wANDEL WAY 10 INLET 10' INLET I 43" RCP r UNC 4' JUNCTION BOX --I 1 10' INLET I I I I I I I SLOPED END HEADWALL 10' INLET I ALLEY K 48" RCP IUNCTION BOX- 4B• RCP — 5 Jj—— 4' JUNCTION BOX V JUNCTION BOX_— OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPb4ENT CORPORATION 4' JUNCTION BOX OPEN CHANNEL 3001 KNOX STREET, SUITE 405 24• RCP — — 3 DALLAS, TEXAS 75205 —o a 10' INLET r3O* INLET 4' JUNCTION BOX RCP .b' INLET 4' JUNCTION BOX— _IV INLET 30• RCP 4' JUNCHON BOX 24" RCP IV INLET IV INLET I I I I b' JUNCTION BOX 15' INLET 4, SQUARE IV INLET 4' JUNCTION BOX DROP INLET 30' RCP SLOPED END HEADWALL //�) BUSCOT LANE I HEADWALL MANHOLE RISER / °tiFzw 4' JUNCTION BOX �� I CASSIOBURY COURT 5' JUNCTION BOX INLET 48' RCP P° 24' RCP _10' S7' RCP BO' RCP 8-9'Xb' RCIS Ale RCP b' JUNCTION BOX \Poi 0 4' JUNCTION BOX HENDWALL I 5' JUNCTION BOX s I 1 1 11 24' RCP / X 10' INLET B'XS' I 15' IN RCB rXS'' RCB RIVE NORTH 'NULsroNE �. 15' INLET 10' INLET — 15' INLET 10' INLET 4' JUNCTION BOX 4' SQUARE DROP INLET 27' RCP �wuISY::nE oR1e soum SLOPED END HEADWALL 16' INLET 1IM-ET IN 15' INLET a DIAMETER LANEI MANHOLE RISER 9'X5' RCB 4' JUNCTION BOX 4*1 WINGWALL 10' INLET —m �24' RCP LEGEND °°����s STORM DRAIN 15' INLET — EXHIBIT 'B—l' PROPOSED STORM DRAIN LINE P' j0' INLET-1b INLET 24" RCP 24' RCP PROPOSED INLET 4' JUNCTION BOX 1. 11 4' JU►:^TION BOX WELLINGTON AREA 3 NORTH PRIMMS PLACE I 1 l a PROPOSED DROP INLET 0 5' JUNCTION Box - PHASE 1 PROPOSED JUNCTION BOX 142'IItCPI I J CPN 4103805 �m SIDECAR STREET PROPOSED MANHOLE RISER I PROPOSED BOX CULVERT � 10' INLET WA Engin�ing. Ino. 1 HEADWALL 54• RCP V JUNCTION BOX 3017 W 7th Street Phone 469.621.0710 PROPOSED HEADWALL IV INLET Suite 300 Fort Worth, Texas 76107 FRN - F-1386 LIMITS OF PROJECT — — 3-a'x7' T�cB 8-9'Xb' RCB HEADWALL EXISTING WELLINGTON AREA I SOU IT PHASE I ALLEY AT j- IT iD io ILAU I f I I I I /w f ALLEY B ALLEY P' N 11 J I I I I I I I I I 111!!110J !D, ALLEY C I I I I I I I I I I I "ALLET! - lIAI ILI OATlir I I11�111 d A.. h" K OF Ej BUSCOLANE y4 C' I CASSIOBURY COURT ' \� I IT I I Rey O �pNF. S. I NORTH wuLsioNE DRIVE w ULSTONE DftNE SOUTH IMIL! !Nj I T LEGEND RIM MI PLACE � PROPOSED STREET LIGHTS SIDECAR STREEE PROPOSED STREET NAME SIGN LIMITS OF PROJECT SCALE:1" = 500' OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 STREET NAME SIGNS AND STREET LIGHTS EXHIBIT'C' WELLINGTON AREA 3 NORTH PHASE 1 CPN #103805 WA Enginewing, Ino. LJ4 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 UNIT PRICE BID Bidlist Item No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 I 16 17 18 19 00 42 43 DAP - BID PROPOSAL Page 1 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Bidder's Application Project Item Information Description I Specification I Unit of I Bid Section No. Measure Quantity UNIT I: WATER JMPROVEMENTS 3305.0003 8" Waterline Lowering 33 05 12 EA 58 3305.0005 12" Waterline Lowering 33 05 12 EA 2 3305.0109 Trench Safety 33 05 10 LF 23542 3305.1003 20" Casing by Open Cut 33 05 22 LF 80 3311.0241 8" PVC Water Pipe 3311 10, 3311 12 LF 22622 3311.0461 12" PVC Water Pipe 33 11 10, 33 1112 LF 704 3311.0447 12" Water Pipe, CLSM Backfill 33 1110, 3311 12 LF 116 3311.0251 8" DIP Water 3311 10 LF 85 3311.0451 12" DIP Water 3311 10 LF 15 3312.0001 Fire Hydrant 33 12 40 EA 15 3312.2003 1" Water Service 33 12 10 EA 489 3312.3003 8" Gate Valve 33 12 20 EA 63 3312.3005 12" Gate Valve 33 12 20 EA 1 3311.0001 Ductile Iron Water Fittings w/ Restraint 3311 11 TON 8.04 3312.4311 36" x 12" Tappinq Sleeve & Valve 33 12 25 EA 1 9999.0001 Water Testinq (Excluding Geotech) 00 00 00 LF 23542 9999.0002 4" Irrigation Sleeve 00 00 00 LF 52 9999.0003 Connect to Existing 8" Water Main 00 00 00 EA 1 9999.0004 Remove & Replace Asphalt Pavement 00 00 00 SY 42 TOTAL UNIT I: WATER IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Bidder's Proposal Unit Price I Bid Value $1,500.00 $87,000.00 $2,500.00 $5,000.00 $1.00 $23,542.00 $200.00 $16,000.00 $47.00 $1,063,234.00 $80.00 $56,320.00 $100.00 $11,600.00 $90.00 $7,650.00 $140.00 $2,100.00 $4,500.00 $67,500.00 $1,100.00 $537,900.00 $1,350.00 $85,050.00 $2,800.00 $2,800.00 $6,500.00 $52,260.00 $20,500.00 $20,500.00 $2.00 $47,084.00 $24.00 $1,248.00 $1,500.00 $1,500.00 $60.00 $2,520.00 $2,090,808.00 Wellington Area 3 North Phase 1 00 42 43 DAP - BID PROPOSAL Page 2 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Description Specification Unit of Bid Unit Price Bid Value No. Section No. Measure Quantity UNIT II: SANITARY SEWER IMPROV MENTS 1 3301.0002 Post -CCTV Inspection 3301 31 LF 19446 $3.00 $58,338.00 2 3301.0101 Manhole Vacuum Testing 3301 30 EA 97 $150.00 $14,550.00 3 3305.0107 Manhole Adjustment, Minor 33 05 14 EA 3 $2,500.00 $7,500.00 4 3305.0109 Trench Safety 3301 31 LF 19446 $2.00 $38,892.00 5 3305.0112 Concrete Collar 33 05 17 EA 3 $1,000.00 $3,000.00 6 3305.0113 Trench Water Stops 33 05 15 EA 32 $250.00 $8,000.00 7 3137.0101 12" Concrete Riprap 31 3700 SY 308 $120.00 $36,960.00 8 3331.3101 4" Sewer Service 3331 50 EA 489 $750.00 $366,750.00 9 3331.4115 8" Sewer Pipe (SDR-26, ASTM D3034) 33 11 10, 33 31 LF 18098 12, 3331 20 $55.00 $995,390.00 10 3331.4116 8" Sewer Pipe (SDR-26, ASTM D3034 w/ 33 11 10, 33 31 LF 1348 CSS) 12, 3331 20 $64.00 $86,272.00 11 3339.0001 Epoxy Manhole Liner 33 39 60 VF 57 $435.00 $24,795.00 12 3339.1001 4' Manhole 33 39 10, 33 39 20 EA 96 $4,200.00 $403,200.00 13 3339.1002 4' Drop Manhole 33 39 10, 33 39 20 EA 1 $5,200.00 $5,200.00 14 3339.1003 4' Extra Depth Manhole 33 39 10, 33 39 20 VF 285 $205.00 $58,425.00 15 9999.0005 Hydraulic Slide 00 00 00 EA 3 $3,500.00 $10,500.00 16 9999.0006 Watertight Hinged Manhole Frame, Cover, 00 00 00 EA and Grade Rinqs 2 $2,000.00 $4,000.00 TOTAL UNIT II: SANITARY SEWER IMPROVEMENTS $2,121,772.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Wellington Area 3 North Phase 1 UNIT PRICE BID Bidlist Item No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 00 42 43 DAP - BID PROPOSAL Page 3 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Bidder's Application Project Item Information Description I Specification I Unit of I Bid Section No. Measure Quantity UNIT III: DRAINAGE IMPROVEMENTS 0000.3305 Trench Safety 33 05 10 LF 15681 3137.0101 12" Concrete Riprap 31 3700 SY 1710 3341.0201 21" RCP, Class III 3341 10 LF 3129 3341.0205 24" RCP, Class III 3341 10 LF 5329 3341.0208 27" RCP, Class III 3341 10 LF 876 3341.0302 30" RCP, Class III 3341 10 LF 379 3341.0309 36" RCP, Class III 3341 10 LF 143 3341.0402 42" RCP, Class III 3341 10 LF 594 3341.0409 48" RCP, Class III 3341 10 LF 2042 3341.0502 54" RCP, Class III 3341 10 LF 618 3341.1203 5x5 Box Culvert 3341 10 LF 506 3341.1403 7x5 Box Culvert 3341 10 LF 455 3341.1502 8x5 Box Culvert 3341 10 LF 80 3341.1602 9x5 Box Culvert 3341 10 LF 837 3341.1603 9x6 Box Culvert 3341 10 LF 462 3341.1604 9x7 Box Culvert 3341 10 LF 231 3349.0001 4' Storm Junction Box 33 49 10 EA 20 3349.0002 5' Storm Junction Box 33 49 10 EA 10 3349.0003 6' Storm Junction Box 33 49 10 EA 3 3349.0102 4' Manhole Riser 33 49 20 EA 5 3349.0105 5-Sided Manhole 33 49 20 EA 1 3349.5001 10' Curb Inlet 33 49 20 EA 50 3349.5002 15' Curb Inlet 34 49 20 EA 23 3349.7001 4' Drop Inlet 34 49 20 EA 2 3349.8001 10' Type 2 Inlet 34 49 20 EA 8 9999.0007 6-9'x5' 4:1 PW-1 Wingwall 00 00 00 EA 2 9999.0008 9'x5' 4:1 PW-1 Wingwall 00 00 00 EA 1 9999.0009 3-9'x7' & 6-9'x6' 4:1 FW-S Wingwall 00 00 00 EA 2 9999.0010 Inlet Protection 00 00 00 EA 83 9999.0011 24" 4:1 CH-FW-0 Headwall 00 00 00 EA 1 9999.0012 27" 4:1 Sloped End Headwall 00 00 00 EA 1 9999.0013 30" 6:1 Sloped End Headwall 00 00 00 EA 1 9999.0014 36" 4:1 Sloped End Headwall 00 00 00 EA 1 9999.0015 48" 4:1 Sloped End Headwall 00 00 00 EA 1 9999.0016 Concrete Apron 00 00 00 SY 1058 TOTAL UN T III: DRAINAGE IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Bidder's Proposal Unit Price I Bid Value $2.00 $31,362.00 $120.00 $205,200.00 $65.00 $203,385.00 $70.00 $373,030.00 $75.00 $65,700.00 $85.00 $32,215.00 $110.00 $15,730.00 $145.00 $86,130.00 $180.00 $367,560.00 $230.00 $142,140.00 $320.00 $161,920.00 $460.00 $209,300.00 $490.00 $39,200.00 $610.00 $510,570.00 $650.00 $300,300.00 $710.00 $164,010.00 $5,500.00 $110,000.00 $6,500.00 $65,000.00 $8,500.00 $25,500.00 $4,500.00 $22,500.00 $11,500.00 $11,500.00 $3,400.00 $170,000.00 $4,400.00 $101,200.00 $5,500.00 $11,000.00 $3,800.00 $30,400.00 $85,000.00 $170,000.00 $35,000.00 $35,000.00 $235,000.00 $470,000.00 $150.00 $12,450.00 $3,000.00 $3,000.00 $3,500.00 $3,500.00 $4,000.00 $4,000.00 $4,500.00 $4,500.00 $5,500.00 $5,500.00 $120.00 $126,960.00 $4,289,762.00 Wellington Area 3 North Phase 1 UNIT PRICE BID Bidlist Item No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 00 42 43 DAP - BID PROPOSAL Page 4 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Bidder's Application Project Item Information Description I Specification I Unit of I Bid Section No. Measure Quantity UNIT IV: PAVING IMPROVEMENTS 3211.0400 Hydrated Lime (Streets) 3211 29 TN 1384 3211.0400 Hydrated Lime (Alleys) 3211 29 TN 114 3213.0101 6" Conc Pvmt (Streets) 32 13 13 SY 81077 3213.0101 6" Conc Pvmt (Alleys) 3213 13 SY 6129 3211.0501 6" Lime Treatment (32#/SY) (Streets) 31 11 29 SY 86476 3211.0501 6" Lime Treatment (32#/SY) (Alleys) 31 11 29 SY 7100 3213.0302 5' Conc Sidewalk 32 13 20 SF 49895 3213.0501 Barrier Free Ramp, Type R-1 32 13 20 EA 16 3213.0506 Barrier Free Ramp, Type P-1 32 13 20 EA 48 3292.0201 Utility Service Surface Restoration Seeding 32 92 13 SY 577 3471.0001 Traffic Control 3471 13 MO 1 3291.0100 Topsoil 3291 19 CY 1358 3292.0400 Seeding, Hydromulch 32 92 13 SY 12220 9999.0017 8' Conc Sidewalk 00 00 00 SF 41540 9999.0018 Pavement Header (29') 00 00 00 EA 1 9999.0019 Install FOR Barricade 00 00 00 EA 1 9999.0020 Furnish/Install Sign Post & Foundation 00 00 00 EA 41 9999.0021 Stop Sign (R1-1) 00 00 00 EA 34 9999.0022 Street Name Blade 00 00 00 EA 144 9999.0023 Sawcut and Match Existinq Pavement 00 00 00 LF 125 9999.0024 Stamped or Stained Concrete Paver 00 00 00 SF 1895 TOTAL UNIT IV: PAVING IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Bidder's Proposal Unit Price I Bid Value $210.00 $290,640.00 $210.00 $23,940.00 $37.50 $3,040,387.50 $38.50 $235,966.50 $3.25 $281,047.00 $3.50 $24,850.00 $4.50 $224,527.50 $1,800.00 $28,800.00 $1,800.00 $86,400.00 $8.00 $4,616.00 $3,500.00 $3,500.00 $32.00 $43,456.00 $2.00 $24,440.00 $5.50 $228,470.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $500.00 $20,500.00 $500.00 $17,000.00 $250.00 $36,000.00 $40.00 $5,000.00 $23.50 $44,532.50 $4, 666, 073.00 Wellington Area 3 North Phase 1 UNIT PRICE BID Bidlist Item No. 1 2 3 4 00 42 43 DAP - BID PROPOSAL Page 5 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Bidder's Application Project Item Information Specification Unit of Bid Description Section No. Measure Quantity UNIT V: STREET LIGHTING IMPROVEMENTS 2605.3015 2" CONDT PVC SCH 80 (T) 26 05 33 LF 11360 3441.1408 NO 6 Insulated Elec Condr 3441 10 LF 11360 3441.1701 TY 7 Signal Foundation 3441 10 EA 155 3441.3035 Furnish/Install Washington Postline Series 34 41 20 EA Luminaire Full Cutoff LED and Pole 155 TOTAL UNIT V: STREET LIGHTING IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Bidder's Proposal Unit Price I Bid Value $14.00 $159,040.00 $4.00 $45,440.00 $1,200.00 $186,000.00 $1,000.00 $155,000.00 $545,480.00 Wellington Area 3 North Phase 1 UNIT PRICE BID SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information 00 42 43 DAP - BID PROPOSAL Page 4 of 4 Bidder's Application Bidder's Proposal �BidlistItem� Specification Unit of Bid No. Description Section No. Measure Quantity Unit Price Bid Summary UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT IV: PAVING IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS This Bid is submitted by the entity named below: BIDDER: Conatser Construction TX, L.P. 5327 Wichita Street Forest Hill, TX 76119 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. Total Construction Bid BY: Brock H gins TITLE: President DATE: 11/22/2022 Bid Value $2,090,808.00 1 $2,121,772.001 $4,289,762.00 1 $4,666,073.00 1 $545,480.00 1 $13,713,895.00 1 IM,working days after the date when the END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Wellington Area 3 North Phase I COMPLETION AGREEMENT — LENDER FUNDED This Completion Agreement ("Agreement) is made and entered into by and among the City of Fort Worth ("City"), and HPC Wellington Nance Development Corporation, a Texas corporation "Developer"), and Veritex Community Bank ("Lender"), effective as of the date subscribed by the City's City Manager or Assistant City Manager. The City, the Developer and the Lender are hereinafter collectively called the "Parties". WITNESSETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 202.097 acres that is located in the City, the legal description of which tract of real property is marked Exhibit "A" — Legal Description, attached hereto and incorporated herein for all purposes ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat PP-21-007 and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Wellington ("CFA"); and WHEREAS, the City has required certain assurances of the availability of funds to complete the water and sewer utilities, streets/paving, storm drain, street lights and street signs for the development of the Property ("Improvements"), and WHEREAS, in order to provide such assurances as have been required by the City, the Lender has agreed to advance certain funds to the City for Hard Costs (which term is hereinafter defined) subject to, and in accordance with, the terms, provisions and conditions of this Agreement; and WHEREAS, the Developer has granted to the Lender as additional security for the Loan (which term is hereinafter defined) a security interest in all plans and specifications for the development of the Property (collectively, the "Plans"); and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. NOW THEREFORE, for and in consideration of the benefits to be derived from the mutual observance by the Parties of the terms and conditions hereof, and for and in consideration of Ten City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 1 of 13 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for this Agreement and they are incorporated into this Agreement for all purposes. 2. The Completion Amount. The City and the Developer agree that the Hard Costs required to complete the Improvements in the aggregate should not exceed the sum of Thirteen million seven hundred thirteen thousand eight hundred ninety-five dollars ($13,713,895.00), hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Improvements may vary as a result of change orders agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the Completion Amount as used herein. 3. Adiustments to the Completion Amount. The Lender may from time to time make advances to the Developer for the development of the Property under the development loan that has been made by the Lender to the Developer for the purpose of financing the costs of constructing the Improvements for the Property (the "Loan") subject to, and in accordance with, the terms, conditions and provisions of the Loan Documents (which term is hereinafter defined) evidencing and securing the Loan. Some of those advances shall be for Hard Costs as specified in the "Approved Budget" relating to the Loan, a copy of which Approved Budget is marked Exhibit "B", attached hereto and incorporated herein for all purposes, with the Hard Costs line items highlighted. The term "Hard Costs" shall mean the actual costs of construction and installation of the Improvements. To the extent that advances under the Loan are for the payment of Hard Costs, the Completion Amount shall be deemed reduced, dollar for dollar. The Lender may withhold statutory retainage from any advances under the Loan or pursuant to this Agreement. All such retainage withheld, to the extent it is attributable to Hard Costs, shall also reduce the Completion Amount dollar for dollar. All retainage withheld by the Lender for Hard Costs that are advanced to the City pursuant to this Agreement shall be released to the City as provided in the Texas Property Code upon expiration of the statutory retainage period. 4. Completion by the Developer. The Developer agrees to complete the Improvements on or before the date for completion that is established in the Loan Documents plus City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 2 of 13 thirty (30) days (the "Completion Date"), in accordance with the CIA, the Plans approved by the Lender and the City and all documents evidencing or securing the Loan (collectively, the "Loan Documents"). For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Improvements. The City shall promptly notify the Lender and the Developer upon such acceptance. 5. Completion by the Citv. In the event that either: (A) the development of the Property is not completed by the Completion Date for any reason whatsoever, or (B) the Developer is in default under the Loan, then the Lender, at its sole option, may request the City to complete development. The City may, at its sole option and at the cost and expense of the Developer, within 10 days from receipt of Lender's request, notify Lender that it will undertake to complete the Improvements and the City shall then commence, pursue, and complete the Improvements in a reasonably timely, diligent and workmanlike manner in accordance with the Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City may use the Plans as necessary to complete the Improvements. If the City does not timely elect to complete the construction of the Improvements or if the Lender does not request the City to complete construction of the Improvements, then the Lender may at its election terminate this Agreement, or at its option, proceed to complete the Improvements, or foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 6. Advance of Completion Costs to the Citv and Delivery of Hard Costs Collateral to the Citv. In the event the Lender has requested the City and the City has elected to complete the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in the Approved Budget within 10 days of the date that the City elected to complete and provided Lender with written notice of such election. The Developer hereby authorizes and instructs the Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of notification that the City elects to complete the Improvements. In the event the cost to complete the Improvements exceeds the moneys transferred to the City, City shall notify Lender and Developer in writing of the need of additional funds. The City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 3 of 13 additional funds required to complete the Improvements shall be delivered to the City within 10 business days following notification to Lender and Developer. Failure to deliver the additional funds shall relieve the City of the obligation to complete the Improvements, in which event City shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them. Any remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Improvements if there is any default under any Loan Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the Completion Amount. 8. Easements. In the event the City or the Lender undertakes the completion of the Improvements, the Developer (and to the extent necessary the Lender) grants to the City and the Lender open access to the Property and shall execute and deliver such temporary easements over and across the entirety of the Property for the purpose of access and use for the completion of the construction of the Improvements in accordance with this Agreement. To the extent requested by the City and the Lender, written temporary construction easements in form acceptable to the City and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents. 9. Lender's Ri.Qhts. Nothing in this Agreement shall affect any portion of the Lender's collateral for the Loan or limit or impair the Lender's right to foreclose the same or deal with the collateral as it elects in accordance with the Loan Documents. 10. Satisfaction of the Citv Reauirements. The City agrees that the assurances and covenants contained in this Agreement satisfy all requirements of the City with respect to Developer's performance bond or other financial security in connection with the development of the Property and the completion of the Improvements that are contained in the CIA 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 CIA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 4 of 13 11. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Improvements; (b) mutual written agreement of all of the Parties; or (c) the reduction of the Completion Amount to zero. However, release of the plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this paragraph 11 shall not require the City to release the plat. 12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Improvements are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been paid, including but not necessarily limited to lien waivers and bills paid affidavits, the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 13. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Improvements the following: a. A statement that the City is not holding any security to guarantee any payment for work performed on the Improvements; b. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; c. A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property of the Improvements; and d. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in a., b., and c. above. 14. Miscellaneous. A. Non -Assignment ofAereement. 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, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 5 of 13 City of Fort Worth Planning and Development Department 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Rebecca Owen, Development Manager Email: Rebecca. Owen(a,fortworthtexas.2ov Confirmation Number: 817-392-7810 and/or Attention: CFA Division Email: zz DEVSVCS CFAafortworthtexas.aov Confirmation Number: 817-392-2600 With a copy thereof addressed and delivered as follows: Richard A. McCracken Office of the City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: HPC Wellington Nance Development Corporation 3001 Knox St, Suite 405 Dallas, TX 75205 Email: ben(a hanoverpropertv.com (iii) Notice to the Lender shall be addressed and delivered as follows: Veritex Community Bank 8214 Westchester Drive, Suite 635 Dallas, TX 75225 Email: imckee(d)veritexbank.com A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 6 of 13 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. Le2al Construction. In case any one or more of the provisions contained in this Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. F. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the Parties with respect to the subject matter hereof and supersedes any prior understandings or written or oral agreements among the Parties concerning the subject matter hereof; provided, however, that this Agreement shall not supersede, amend or modify any of the Loan Documents or any portion thereof. G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to his Agreement. H. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 7 of 13 ACCORDINGLY, the City of Fort Worth, Developer and Lender have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee.: CITY OF FORT WORTH: Oana Bardo4 Dana Burghdoff (Febe22, 202314:33 CST) Dana Burghdoff Assistant City Manager Date: Feb 22, 2023 Approved as to Form and Legality: Richard A. McCracken (Feb 22, 202309:42 CST) Richard A. McCracken Senior Assistant City Attorney M&C: Date: Feb 22.2023 ATTEST: Jannette Goodall City Secretary DEVELOPER: HPC Wellington Nance Development Corporation Name: Ben Luedtke Title: Executive Vice President Date: Feb 20, 2023 LENDER: Veritex Community Bank ,, �7,, 9Z�-, ua McKee (Feb 21, 2023 10:09 CST) Name: Joshua McKee Title: Vice President City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 8 of 13 Richard E. Leblanc and Richard E. Leblanc, Trustee of the Rel Loyal 2020 trust under trust agreement dated December 31, 2020, the Guarantor of the Development Loan, is executing this Completion Agreement for the sole purpose of acknowledging that advances that are made by the Lender pursuant to this Completion Agreement shall be deemed to be advances that are made under the Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by Veritex Community Bank. GUARANTOR Richard E. Leblanc and Richard E. Leblanc, Trustee of the Rel Loyal 2020 %GGZ Gf 67 ZeXla`1G By: Richard E. LeBlanc (Feb 21, 202316:18 CST) Name: Richard E. LeBlanc Title: President City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 9 of 13 List of Exhibits to the Completion Agreement Attachment 1 — Changes to the Standard Completion Agreement Exhibit A - Legal Description Exhibit B - Approved Budget City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 10 of 13 ATTACHMENT "1" Changes to Standard Completion Agreement None City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 11 of 13 EXHIBIT A LEGAL DESCRIPTION 202.097 ACRES BEING A 202.097 ACRE TRACT OF LAND SITUATED IN THE MEP & PRR CO. SURVEY, ABSTRACT NO. 1109, AND THE MEP & PRR CO. SURVEY, ABSTRACT NO. II11, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING PART OF A CALLED 324.532 ACRE TRACT OF LAND, CONVEYED TO KNOX STREET PARTNERS NO. 29, LTD, AS RECORDED IN COUNTY CLERK'S FILE NO. D221081999, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 12 of 13 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 13 of 13 iffi1.1 :1: 11 $2,121,772.00 $4,666,073.00 $4,289,762.00 $545,480.00 $4,212,580.00 $8,955,835 $545,480.00 $13,713,895 Revised 09.07.2017 JLE