Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 61836
Received Date: Aug 15, 2024 Received Time: 2:45 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: Mapsco: CFA Number: PP-21-007 214-445-2211 ben@hanoverproperty.com Ben Luedtke, Executive Vice President Wellington Area 3 North Phase I Water, Wastewater, Paving, Storm Drain, Street Lights & Signs Approximately 11500 Willow Springs Road Plat Name: Wellington Area 3 North Phase 1 19P & 19K Council District: 10 23-0122 City Project Number: 105028 1 IPRC23-0110 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 19 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 61836 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 ("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 1B ("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 City and Developer previously entered into a community facilities agreement for the construction of public infrastructure improvements for a project generally described as Wellington Area 3 North Phase 1, City Project Number 103805, City Secretary Contract Number 58921; and WHEREAS, Developer began construction of the improvements in City Secretary Contract Number 58921 and now desires to split the work into two phases, Phase IA and Phase 113, in order to sell lots within Phase 1B to homebuilders; and WHEREAS, Developer submitted revised engineering plans to the City to split City Secretary Contract Number 58921 into Phase lA and Phase 113; and WHEREAS, this Agreement shall be applicable to the Phase 1B improvements that have been removed from City Secretary Contract Number 58921; and OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 2 of 19 Standard Community Facilities Agreement Rev. 9/21 WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 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: Wastewater N Exhibit B: Paving N Exhibit B-1: Storm Drain ® Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements City of Fort Worth, Texas Page 3 of 19 Standard Community Facilities Agreement Rev. 9/21 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. The Improvements being constructed pursuant to this Agreement will ultimately connect to the M- 584 Sewer Line that was constructed pursuant to City Secretary Contract Number 57832. City is allowing Developer to connect to the M-584 Sewer in accordance with the provisions contained in City Secretary Contract Number 57832. The City has received a Notice of Violation of Easement and Demand to Cure from the Fossil Creek Estates Homeowners Association, Inc. ("HOA") related to the gabions that were installed in two locations as part of the Improvements in City Secretary Contract Number 57832 within the easement 170 Northstar Developer, Inc. ("Northstar") obtained on behalf of the City from the HOA. The City has made the following agreement with Developer and Northstar in connection with City Secretary Contract Number 57832: (a) Developer must procure a new contractor, through a public bid process in accordance with the CFA Ordinance, to replace the gabions with turf mats approved by the HOA and restore the surface of the easement after the replacement work is completed ("Additional Work"). (b) Developer must revise the Engineering Plans to address the Additional Work. After the public bid process is completed, the City Council must approve an amendment to his Agreement and appropriate the funds necessary for the Additional Work. (c) The cost share for the Additional Work will be split with Developer paying 31.3%, Northstar paying 9%, and City paying 59.7%. City shall not be liable for the costs of the Additional Work until the City Council appropriates the funds necessary for the City's share of the Additional Work. (d) Developer and Northstar have agreed to amend City Secretary Contract Number 57832 and the project manual after procuring the new contractor in connection with the Additional Work. The City will not accept the Improvements being constructed pursuant to City Secretary Contract Number 57832 until the Additional Work is completed, and inspected by and approved by the City. Notwithstanding anything to the contrary herein, Developer shall be liable and responsible for the Improvements being constructed pursuant to this Agreement that were constructed prior to this Agreement being executed. 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 remaining Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 6. Completion Deadline; Extension Periods City of Fort Worth, Texas Page 4 of 19 Standard Community Facilities Agreement Rev. 9/21 This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts (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. City of Fort Worth, Texas Page 5 of 19 Standard Community Facilities Agreement Rev. 9/21 (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer -awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights -of -Way City of Fort Worth, Texas Page 6 of 19 Standard Community Facilities Agreement Rev. 9/21 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 PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGESARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts 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. City of Fort Worth, Texas Page 7 of 19 Standard Community Facilities Agreement Rev. 9/21 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 paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees for the Improvements in connection with City Secretary Contract Number 58921. The City has transferred $40,288.00 in estimated fees that were paid pursuant to City Secretary Contract Number 58921 to the account for this Agreement and Developer has paid the City an additional $7,750.00 in estimated fees in connection with 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 for the remaining Improvements to be constructed pursuant to this Agreement with the estimated fees paid by Developer and the estimated fees transferred to the account for this Agreement. 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 8 of 19 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, City of Fort Worth, Texas Page 9 of 19 Standard Community Facilities Agreement Rev. 9/21 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 fixture occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review City of Fort Worth, Texas Page 10 of 19 Standard Community Facilities Agreement Rev. 9/21 and comment on this document; therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm City of Fort Worth, Texas Page 11 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'SEMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority City of Fort Worth, Texas Page 12 of 19 Standard Community Facilities Agreement Rev. 9/21 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 13 of 19 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Wellington Area 3 North Phase I CFA No.: 23-0122 City Project No.: 105028 IPRC No.: 23-0110 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 938,098.00 2. Sewer Construction $ 989,161.00 Water and Sewer Construction Total $ 1,927,259.00 B. TPW Construction 1. Street $ 1,945,548.00 2. Storm Drain $ 932,772.00 3. Street Lights Installed by Developer $ 200,326.00 4. Signals $ - TPW Construction Cost Total $ 3,078,646.00 Total Construction Cost (excluding the fees): $ 5,005,905.00 Estimated Construction Fees: C. Construction Inspection Service Fee $51,000.00 D. Administrative Material Testing Service Fee $22,050.00 E. Water Testing Lab Fee $1,350.00 Total Estimated Construction Fees: $ 74,400.00 Choice Financial Guarantee Options, choose one Amount (Mark one) Escrow Pledqe Agreement = 125% (remaining Improvements) $ 683,859.25 I X City of Fort Worth, Texas Page 14 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 DEVELOPER HPC WELLINGTON NANCE Dana &W 60 DEVELOPMENT CORPORATION, a Dana Burghdoff (Aug , 202417: 0 CDT) Texas corporation Dana Burghdoff Assistant City Manager aL" Date: Aug 8, 2024 Ben Luedtke Executive Vice President Recommended by: Date: Aug 5, 2024 )114yrc WsE7lw+J Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard McCracken (Aug 7, 2024 08:45 CDT) Richard A. McCracken Contract Compliance Manager: Sr. Assistant City Attorney By signing, I acknowledge that I am the person M&C No. N/A responsible for the monitoring and Date: Aug 7, 2024 administration of this contract, including ensuring all performance and reporting Form 1295: N/A requirements. 4Fnn� Fonr nad ATTEST:ho9Ad 3ac�aerv��� Ogg �Id Bichson Nguyen (for) u&O,'20241 ' 6 CDT) °aanr°EZAga4 Rebecca Diane Owen bLuoab� Jannette S. Goodall Development Manager City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 15 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 ® Location Map ® Exhibit A: Water Improvements ❑X Exhibit A-1: Wastewater 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 16 of 19 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 105028 Negotiated changes are contained in the body of this Agreement. City of Fort Worth, Texas Page 17 of 19 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "2" Phased CFA Provision City Project No. 105028 The improvements being constructed by Developer pursuant to this Agreement will connect to improvements Developer is constructing under a separate Community Facilities Agreement that have not been completed and accepted by the City. Therefore, this Agreement shall be considered a "Phased CFA" and the provisions contained in this section shall apply to this Agreement. The improvements being constructed by Developer under the separate Community Facilities Agreement shall be defined as the "Parent Project." The improvements being constructed by Developer under this Agreement shall be defined as the "Child Project." Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction Problems"). Construction Problems may include, but are not limited to: failure of the improvements to comply with the approved plans or City Specifications; failure of the improvements in the Parent Project and the Child Project to properly connect to each other; changes to the design or construction of the improvements in the Parent Project that impact the design and construction of the improvements in the Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of some or all of the improvements and Developer having to remove and reconstruct the improvements at Developer's expense. In addition, Developer understands and agrees that disputes may arise between Developer's contractors or their subcontractors relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors or disputes between contractors and subcontractors. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for Developer's decision to proceed with a Phased CFA. Developer shall not make the final connection of the improvements in the Child Project to the improvements in the Parent Project until the improvements in the Parent Project have been constructed and accepted by the City and the City has consented to Developer making the connection. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more single family residential homes or structures, the City will not record the plat related to the Project until the improvements are constructed and accepted by the City. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more commercial buildings or structures, the Developer shall not receive a Certificate of Occupancy from the City for the building(s) related to the Project until the improvements in this Agreement are constructed and accepted by the City. Developer further understands and agrees that completion of the improvements under this Agreement does not entitle Developer to obtain a final plat of the property until City of Fort Worth, Texas Page 18 of 19 Standard Community Facilities Agreement Rev. 9/21 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 ANYAND ALL ECONOMIC DAMAGES PROPERTYLOSS, PROPERTY DAMAGES AND PERSONAL INJURY, (INCLUDING DEATH), OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOTLIMITED TOANYANDALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CFA. DEVELOPER, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROM AND AGAINST ANY AND ALL CLAIMS (WHETHER AT LAW OR IN EQUITY), LIABILITIES, DAMAGES (INCLUDING ANYAND ALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTYDAMAGES AND PERSONAL INJURIES INCLUDING DEATH), LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR INPART BY THE CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA WHETHER OR NOT SUCH INJURIES. DEATH OR DAMAGES ARE CAUSED. IN WHOLE OR IN PART. BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH. ITS OFFICERS. SERVANTS. OR EMPLOYEES. DEVELOPER: Name: Ben Luedtke Title: Executive Vice President City of Fort Worth, Texas Page 19 of 19 Standard Community Facilities Agreement Rev. 9/21 UE �/ MOUND BLUE MOUND J \ O Y nnn ic(-,%T LOCATION ,S ELD 3OND RANCH \� \� ti EAGLE MESA CREST MAPSCO NO. 19P & 19K COUNCIL DISTRICT NO. 10 N NOT TO SCALE 0 OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 VICINITY MAP WELLINGTON AREA 3 NORTH PHASE 1B CPN #105028 WA Ensinewing, Ina `AA 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 EXISTING lJ\I ALLEY Al WELLINGTON AREA 1 SCUTPHASE CPNH 100339 1 no' I I ALLEY A2 _ ALLEY I B l N CONNECT TO 8" PVC LINE 1 I I I I I I� I I I I I I I I I I I I I I I IcIR ALLIAIENUE PROPOSED BY WELLINGTON AREA 3 $ wL_6 a" w -a NORTH PHASE 1A CPN: 103805 f I I I I I I I I I I I I I I I W l ALLEY C / ALLEY D NOT EXISTING INFRASTRUCTURE P I I I i II III �. 8 µr�_T8' WL-� 8" WL-� WANDELL WAY B" WL-� !!EY� K� 3 �o - .18" WI-1I_ I \I BUSCOT LANE 11 � y CONNECT TO 8" PVC LINE PROPOSED BY WELLINGTON AREA 3 NORTH PHASE 1A CPN: 103805\ NOT EXISTING INFRASTRUCTURE WELLINGTON AREA 3 NORTH PHASE 1A PROPOSED BY CPN: 103805 LEGEND PROPOSED WATER LINE BY SEPARATE PROJECT PROPOSED WATER LINE PROPOSED GATE VALVE () PROPOSED FIRE HYDRANT LIMITS OF PROJECT — — EXISTING WATER LINE PROPOSED WATER LINES ARE 8" UNLESS OTHERWISE NOTED SCALE:1" = 500' OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 WATER EXHIBIT'A' WELLINGTON AREA 3 NORTH PHASE 1B CPN 4105028 WA Enginewing, Ino. `A 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 c 0`o 3 a M N M N O N M co m 3 vi a L X W 4 U m 0 ct a z m 0 a� 0 L a z Q CD 0 rn 3 a U CD z g O O i 0 0 i z z z z i 0 ALLEY Al EXISTING 1 I I I I I I I I I I I I I I /� WELLINGTON AREA 1 TRUPO LANE I'Ir IL < SOUTH PHASE 1 **** CPN: 100339 I LiNE � Q ALLEY B I I ILL,' A2 CONNECT TO 8" SEWER STUB ( � PROPOSED BY WELLINGTON I I i� I Ic�RI ALLIAVLINE� AREA 3 NORTH PHASE 1A _ y CPN: 103805 � h [� I"EIR I I°"i i l I I' I l l f l l NOT EXISTING INFRASTRUCTURE aLLEv Cl ALLEv o IIII��II Iai!�/ 8' II�IIIII I!wE � WANDELLIIIWAY I �� —• tlNE 0— l A' E' I / _ A_ +> CONNECT TO 8" SEWER STUB PROPOSED BY WELLINGTON AREA 3 NORTH PHASE 1A CPN: 103805 R NOT EXISTING INFRASTRUCTURE \ WELLINGTON AREA3 NORTH PHASE 1A PROPOSED BY CPN: 103805 LEGEND PROPOSED SANITARY SEWER �:i•] Y•I.� �.l �V 1.I.1 � � PROPOSED SANITARY SEWER BY SEPARATE PROJECT PROPOSED MANHOLE BY SEPARATE PROJECT LIMITS OF PROJECT 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 III CPN 4105028 WA Engineering, Inc. ALA 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 CONNECT TO CONCRETE PAVEMENT PROPOSED WITH WELLINGTON AREA 3 NORTH PHASE 1A CPN: 103805 NOT EXISTING INFRASTRUCTURE ALLEY Al EXISTING WELLINGTON AREA 1 SOUTH PHASE 1 CPN: 100339 AL�EY K I/ / 3 - ,, II �� I BUSCOT LANE CONNECT TO CONCRETE PAVEMENT NE PROPOSED WITH WELLINGTON SNPo i' AREA 3 NORTH PHASE 1A I I I I I I CPN: 103805 NOT EXISTING INFRASTRUCTURE WELLINGTON AREA 3 NORTH PHASE 1A PROPOSED BY CPN: 103805 � (I V ,, fIrpl, OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 PROPOSED 29'B-B ROADWAY/50' ROW 6" THICKNESS PROPOSED 12'B-B ROADWAY/16' ROW 6" THICKNESS PROPOSED 5' SIDEWALK BY DEVELOPER PROPOSED 5' SIDEWALK BY HOMEBUILDER PROPOSED ADA RAMPS (BY DEVELOPER) LIMITS OF PROJECT PAVING EXHIBIT'B' N WELLINGTON AREA 3 NORTH PHASE 1B CPN #105028 WA Enginowin& Irm LA 3017 W 7th Street Phone 469.621.0710 Suite 300 Fort Worth, Texas 76107 FRN - F-1386 0 `o 2 3 a M M N 04 N 00 (0 LU L U 1 N N 0 L a z Q m 0 a z a c 0 LEGEND a PROPOSED STORM DRAIN LINE BY SEPARATE CONTRACT LO a PROPOSED INLET AND STORM DRAIN LINE PROPOSED DROP INLET PROPOSED JUNCTION BOX b PROPOSED MANHOLE RISER O z PROPOSED BOX CULVERT g PROPOSED HEADWALL LIMITS OF PROJECT 10' TYPE 2 INLET ALLEY Al M 21" RCP 10' TYPE 2 INLET j 24" RCP TRuRo h , I NLET T l I I I Ia 2 E 2 INLET /a 30" BOB 4' JUNCTION BOX 10' TYPE 2 INLET -I}, 24" RCP I I I I\ 21"Rl 5' JUNCTION BOX11TYPE 2 INI 10' INLET 'CORNWALLI AIEI uEJ aCP 10' INLET1''INL5' C1 P JUNCTION BOX 21LLEY I I I I I I I ALLEY Df10' TYPE 2 INLI 10' TYPE 2 INLET10' INLET wnNOELL 10 INLET P � war I�L�-1)' ��I�5' JUNCTION BOX- 48" RCP I —I / _ 3 -/-5' JUN.CTION BOX_ 0 w 3 ET INLET�_1I IINIL T\ �1111 10' INLET EXISTING WELLINGTON AREA 1 SOUTH PHASE 1 CPN: 100339 24" RCP 10' INLET -I SLOPED END HEADWALL 4' JUNCTION BOX + 4' JUNCTION BOX 10' INLET SLOPED END HEADWALL 48" RCP 4' JUNCTION BOX *1 SCALE:1" = 500' OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 10' INLET 4' JUNCTION BOX 30" RCP 5' JUNCTION BOX SLOPED END HEADWALL CONNECT TO 48" RCP _ PROPOSED BY WELLINGTON Buscoi LANE I�\. AREA 3 NORTH PHASE 1A 4' JUNCTION CPN: 103805 27" RCf\ _J BX 48 RCP I I I 1101 RCP NOT EXISTING INFRASTRUCTURE CONNECT TO 27" RCP PROPOSED BY WELLINGTON03805 AREA 3 NORTH PHASE 1A CPN: 03805 1 NOT EXISTING INFRASTRUCTURE WELLINGTON AREA 3 NORTH \, PHASE 1A PROPOSED BY CPN: 1C3805 STORM DRAIN EXHIBIT'I WELUNGTON AREA 3 NORTH ® PHASE 1B CPN 4105028 P WA Enginewing, Ina. LJ4 3017 W 7th Street Phone 469.621.0710 © Suite 300 — — Fort Worth, Texas 76107 FRN - F-1386 c 0 x 3 a co M M N 0 co 04 3 -c x LU U m L a z a m 0 a z 01 Q L U L0 a 0 / 0 i z z g I z z 0 A --El A EXISTING _ WELLINGTON AREA 1 SOUTH PHASE 1 -_JRC LAAE Hill ALLEY El AI A2 -^ I�SCALE:1" = 500' 1.11ALL1111 l �: Y� III III j j ALLEY D I I I I I, . OWNED/DEVELOPED BY: HPC WELLINGTON NANCE DEVELOPMENT CORPORATION AI I LI IA I I I I I I I I 3001 KNOX STREET, SUITE 405 DALLAS, TEXAS 75205 A I K • � Z cJ — • CONNECT TO CONDUIT �` I Ieuscor LANE PROPOSED BY WEWNGTON \ J I I I I f AREA 3 NORTH PHASE to CPN: 103805 % NOT EXISTING- •i INFRASTRUCTURE + L WELLINGTON •AREA 3 NORTH PHASE 1A PROPOSED BY CPN: 103805 L� STREET NAME SIGNS T t t AND STREET LIGHTS EXHIBIT'C' LEG EN WELLINGTON AREA 3 NORTH PROPOSED SINGLE STREETLIGHT � � PHASE IllBY SEPARATE PROJECT CPN 4105028 PROPOSED STREET LIGHTS jjF J 1 1 WA Enginewing, Ina `J� PROPOSED STREET NAME SIGN • 3017 W 7th Street Phone 469.621.0710 Suite 300 LIMITS OF PROJECT — — �tr Fort Worth, Texas 76107 FRN - F-1386 UNIT PRICE BID Bidlist Item No. SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information Description 00 42 43 DAP - BID PROPOSAL Page I of 6 Bidder's Application Specification Unit of I Bid Section No. Measure Quantity UNIT I: WATER IMPROVEMENT Bidder's Proposal Unit Price I Bid Value 1 3305.0003 8" Waterline Lowering 33 05 12 EA 25 $1,500.00 $37,500.00 2 3305.0109 Trench Safety — 33 05 10 LF 10060 $1.00 $10,060.00 3 3311.0241 8" PVC Water Pie 3311 10,33 1112 LF 10060 $47.00 $472,820.00 4 3312.0001 Flre Hydrant _ - 33 12 40 _ EA _ 6 _ _ $4,500_00 $27,000.00 5 — 3312.2003 1"Water Service , _a__.__. 33 12 10 ._� EA- 295 �$1,100.00 _$324,500;00 6 3312.3003 8" Gate Valve 33 12 20 EA 24 ._ $1,350.00 $32,400.00 7 3311.0001 Ductile Iron Water Fittings w/ Restraint 3311 11 TON �- 2.1 $6,500.00 _ $13,650.00 8 i9 9999.0001 Water Testing (Excluding Geotech) _ 00 DO 00 LF _ 00 $20,120.00 9999.0002 4" Irrioation Sleeve 00 00 00 _ ! LF _1006U . 2 �$2 $24.00 _ $48.00 TOTA _ UNIT I: WATER IMPROVEMENTS $938,098.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Fort Version May 22, 2019 Wellington Area 3 North Phase 18 UNIT PRICE BID SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information 00 42 43 DAP - BID PROPOSAL Page 2 of 6 Bidder's Application Bidder's Proposal Bidlist Item No. Ilescription ) Specification I I Unit of I Bid I Unit Price I Rid Value Section No. Measure Quantity UNIT II_SA_NITARY SEWER IMPROV-MENTS 1 3301.0002 Post -CCTV Inspection 3301 31 LF 9134 $3.00 $27,402-00 2 3301.0101 Manhole Vacuum Testing 3301 30— EA 42 $150.00 $6,300.00 3 3305.0109 Trench Safety 3301 31 LF 9134 $2.00 $18,268.00 4 3305.0113 Trench Water Stops 3305 15 EA 12 $250.00 $3,000.00 5 3331-3101 4" Sewer Service 33 31 50 EA 295 $750.00 $221,250.00 6 3331.4115 8" Sewer Pipe (SDR-26, ASTM D3034) 3311 10,33 31 12,333120 LF 8720 $55.00 $479,600.00 7 3331.4116 8" Sewer Pipe (SDR-26, ASTM D3034 wl 33 11 10, 33 31 CSS) 12,333120 LF 414 - $64.00 $26,496.00 8 3339.0001 Epoxy Manhole Liner 33 39 60 VF 21 $435.00 $9,135.00 9 3339.1001 4' Manhole 33 39 10, 33 39 20 EA 41 $4,200.00 $172,200.00 10 3339.1002 4' Drop Manhole 333910,33392D EA 1 _ $5,200.00 $5,200.00 11 3339.1003 4' Extra Depth Manhole . ,-_ - - 333910, 333920 - ---- - VF - - - 82 $205.00 $16,810.00 12 9999.0005 Hydraulic Slide 00 00 00 EA 1 . $3,500.00 _ $-3.500.00 TOTAL UNIT It: SANITARY SEWER IMPROVEMENTS $989,161.00 CfrY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS -DEVELOPER AWARDED PROJECTS Fomt Version May 22, 2019 Wellington Area 3 North Phase IR 00 42 43 DAP -BID PROPOSAL Page 3 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item information I Bidders Proposal BidlistIteml No. Description I Specification I Unit of I Bid I Unit Price f Bid Value Section No. Measure Quantity I UNIT III: DRAINAGE IMPROVEM,�)NTS _ 1 0000.3305 Trench Safety 33 0510 LF 6201 $2.00 $12,402.00 2 3137.0101 12" Concrete Riprap 31 3700 — - — SY _ $120.00 $130,320.00 3 3341.0201 21" RCP, Class III _ 33 41 10 —.-- .-_- LF - -1086 2327 _ $65.00 $151,255.00 4 3341.0205 24" RCP, Class 111 _ 33 41 10 LF _. 1732 $70..00 . $121,240.00 5 _ 3341.0208 27" RCP, Class III —33 41 10_ _ LF� _ 543 $75.00 $40,725.00 6 3341.0302 30" RCP, Class III 33 41 10 LF 354 _ $85.00 — $30,090.00 7 3341.0402 42" RCP, Class 111 _ 33 41 90 _ LF 296 $145.00 $42,920.00 _8 3341.0404 48' RCP, Class III 3341 10 LF 949 _ $-180.00 — 9 3349.0001 4' Storm Junction Box .._ 33 4910 EA 8 $5,500.00 i$170,820.00 $44,000.00 10 _ 3349.0002 5' Storm Junction Box 33 49 10 EA 6 $6,500.00 $39,000.00 11 _ .._ 3349.5001 10' Curb Inlet ._..-_ _ 33 49 20 EA 26 .-- $88,400.00 12 _ ... 3349.5002 15' Curb Inlet _ r - 34 49 20 EA 2 — .$3,400.00.... $4,400.00 $8,800.00 13 3349.8001 10' Type 2 Inlet _ _ 34 49 20_ _ T EA _ 8 $3,800.00 _ $30,400.00 14 9999.0006 Inlet Protection 00 00 00 EA _ y 36 _ $150.00 $5,400.00 15 9999.0007 24" 4:1 CH-FW-0 Headwall 00 00 00 EA 1 $3,000.00 $3,000.0_0 16 9999.0008 30" 6:1 Sloped End Headwall �r �._ _ 00 00 00 — .— EA 1 $4,000.00 $4,000 00 17 4999.0009 k' 4:1 Sloped End Headwall 00 00 00 — — EA 1 - . $4,500.00 $4,500.00 18 9999.0010 48" 4:1 Sloped End Headwall 00 00 00 EA 1 $5,500.00 $5,500.00 TOTAL UNIT III: DRAINAGE IMPROVEMENTS $932,772.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Wellington Area 3 North Phase I B SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 4 of Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Description I Specification I Section No. Unit of Measure Bid I Quantity Unit Price Bid Value No. UNIT IV: PAVING IMPROVEMENTS 1 3211.0400 Hydrated Lime (Streets) 3211 29 TN 559 $210.00 $117,390.00 3-211,040-0 Hydrated' Lime (Alleys) 3211 29 TN- - 1,12 $210.00 $23,520.00 13.0101 ell 6onc'Pvmt (Streets) 32 13 13 SY 32723 $37,50- $1,227,1 - 12.50 4 1' 3216101 - - - '6; Ile Pvmt (Alleys) 32 13 13 SY 6046 $38.50 $232,771.00 3211.0501 6" Lime Treatment (Streets) ) 31 11 29 SY 34898 $3.26 $113,418.50 '(32#/SY) '- 3211.066 time Treatment (32it ) (Alleys) 31 11 29 SY 7009 $3.50 $24,531.50 7 —� 3213.0302 5� Cone Sidewalk 32 13 20 - SF 4500 $4.50 $20,250.00 ----a-- - , 3213.0501iinierFreRamp, Type R-1 3213 20 --ji EA 8 $1L qO. QO $14,400.00 _jT— - Barrier Ramp, Type V-11 iYiUC06' rrier ii io E4 16 $1,800.00 i26,800--60 op— soil 32 91 19 CY 176 $32.00 $5,632.00 13 3292.0400- Seeding, Hydromulch 32 92 13 - -6660 SY 1585 $2.0 __$3 170.00 14 nc S�Jdewal� 56 6 06,0 SF 195j6 �5.50 $107,552.50 - 4666.0012 Pavement Header ' i4 (29) 000000 EA 1 $1,000.00 $1,000.00 16-5 -Barricade 469.6611S Install FOR --- --- 000000 EA —1 $1,000.00 16 9999.0014 Furnish/install Sign Post & Foundation 00 00 00 EA 14 $500.00 $7.000.00 17 jj6j.b6&Sijp Sign EA '-- — 12 $50 0.0 0 - -50.00. ... $6 000.0 0 18— 66& 6616 Street Name 61a -6'6— 66 66 EA �i i2 $12.000.00 TOTAL UNIT PAVING IMPROVEMENTS $1,945,548.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Wellington Area North PhaseI B Form Version May 22,2019 UNIT PRICE BID SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information 00 42 43 DAP - BID PROPOSAL Page 5 of 6 Bidder's Application Bidlist Item Description I Specification I Unit of I Bid No. Section No. Measure Quantity UNIT V: STREET LIGHTING IMPROVEMENTS 1 2605.3015 2" CONDT PVC SCH 80 (T) 26 05 33 LF 3307 2 3441.1408 NO 6 Insulated Elec Condr 3441 10 LF 3307 3 3441.1701 TY 7 Signal Foundation 3441 10 EA 64 4 3441.3035 Furnish/Install Washington Postline Series Luminaire Full Cutoff LED and Pole 34 41 20 EA 64 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 $46,298.00 $4.00 $13,228.00 $1,200.00 $76,800.00 $1,000.00 $64.000.00 $200,326.001 Wellington Arm3 North Phase I B UNIT PRICE BID SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Project Item Information 00 42 43 DAP - BID PROPOSAL Page 6 of 6 Bidder's Application Bidlist Item I I Specification I Unit of I Bid No. Description Section No. Measure Quantity Bid Summary UNIT I: WATER IMPROVEMENTS UNIT 11: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT IV: PAVING IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS Total Construction Bid 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. Bidder's Proposal Unit Price I Bid Value BY: [�jY oCk l S T1TLE: r c 1) DATE: END OF SECTION _ $938,098.00 $989,161-00 $932,772.00 $_ 1,945,548.00 $200,326.00 $5,005,905.00 136 working days after the date when the CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version May 22, 2019 Wellington Area 3 North Phase IB ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Agreement"), is entered into by and among HPC Wellington Nance Development Corporation, a Texas corporation ("Developer"), the City of Fort Worth, a Texas home -rule municipal corporation ("Fort Worth") and Veritex Community Bank, a Texas limited liability company ("Escrow Agent"), each individually referred to herein as a "parry" and collectively as the "parties," is to witness the following: WHEREAS, Developer and Fort Worth have entered into a Community Facilities Agreement for Wellington Area 3 North Phase 113, CFA Number 23-0122, City Project Number 105028, IPRC Number 23-0110 ("CFA"); and WHEREAS, the CFA provides that Developer shall submit to Fort Worth an escrow agreement ("Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with all requirements, terms, and conditions of the CFA ("CFA Obligations"); and WHEREAS, Developer and Fort Worth previously executed a community facilities agreement for Wellington Area 3 North Phase 1 (CFA Number 22-0158, City Project Number 103805, IPRC Number 22-0040) for the construction of public infrastructure improvements, City Secretary Contract Number 58921; and WHEREAS, Developer previously provided Fort Worth with a completion agreement as the financial security for compliance with the CFA Obligations in connection with City Secretary Contract Number 58921; and WHEREAS, Developer has now split the previously executed community facilities agreement into two phases, Phase IA and Phase 113, in order to sell lots within Phase IA to homebuilders; and WHEREAS, this Agreement shall be applicable to the Phase 113 improvements that have been removed from City Secretary Contract Number 58921 and are remaining to be constructed pursuant to the new CFA for Phase 113; and WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent, in complete satisfaction of the obligation to submit the Financial Security to secure the performance of the remaining CFA Obligations. NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 1 of 12 Revised 09.07.2017 JLE For the purposes of this Agreement, unless the context otherwise clearly requires, the following terms shall have the following meanings: "Security Funds" shall mean the cash deposit of six hundred eighty-three thousand eight hundred fifty-nine dollars and twenty-five cents ($683,859.25), which sum represents one hundred twenty-five percent (125%) of the estimated Developer's cost of constructing the remaining CFA Obligations (the "Estimated Developer's Cost"). "Lien" shall mean any lien, security interest, charge, tax lien, pledge or encumbrance designed to secure the repayment of indebtedness or the satisfaction of any other obligation to a third party not a party of this Agreement. SECTION 2. SECURITY FUNDS. As financial security for the full and punctual performance of the remaining CFA Obligations, Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth a security interest in the Security Funds and all rights and privileges pertaining thereto with the exception of the interest income to be derived therefrom (which interest income shall remain the property of Developer and shall be distributed by Escrow Agent in accordance with Developer's periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not, except as expressly set forth in this Agreement, subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect or modify, any obligation of Developer with respect to the remaining CFA Obligations or any transaction involving or giving rise therefrom. SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS. Concurrently with the execution of this Agreement, Developer shall have delivered to and deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent. Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds remaining in its possession to Developer (or take such other action as Developer may request or direct) immediately after receipt of written notice from Fort Worth that the CFA Obligations have been fully performed. During such time as Escrow Agent has possession of the Security Funds, Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's notwithstanding any terms or understandings (written or otherwise) between Developer and Escrow Agent. Escrow Agent shall hold and disburse the Security Funds pursuant to the terms of this Escrow Agreement. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 2 of 12 Revised 09.07.2017 ME Escrow Agent shall invest Security Funds in two investment accounts with Benchmark Bank, a federally insured depository, under Developer's name and EIN, said amounts being in their respective deposits as defined in Section 1 hereof. Escrow Agent shall not be expected to invest either amounts until Escrow Agent is in receipt of the fully executed forms required by the Benchmark Bank necessary to open said investments. Any earned interest is to be disbursed as setout herein. Developer, Fort Worth, and Escrow Agent understand that the actual cost of the work may be higher than the amount of the Security Funds. Developer, Fort Worth, and Escrow Agent further acknowledge and understand that if the Security Funds are fully disbursed and work is not completed, Escrow Agent will have no liability, duties, or obligations under this Agreement or in regard to the remaining work, or any costs associated therewith. SECTION 4. COVENANTS. (a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will: (i) from time to time execute and deliver to Fort Worth all such assignments, certificates, supplemental writings, and other items and do all other acts or things as Fort Worth may reasonably request in order to evidence and perfect the security interest of Fort Worth in the Security Funds; (ii) furnish Fort Worth with information which Fort Worth may reasonably request concerning the Security Funds; (iii) notify Fort Worth of any claim, action, or proceeding affecting title to the Security Funds or Fort Worth's security interest(s) therein; and (iv) adjust the Security Funds to an amount equal to the actual contract price, including revisions thereto, if the original Security Funds were based on an engineer's estimate of costs. (b) Negative Covenants. So long as any of the CFA Obligations remain unperformed, Developer covenants and agrees that Developer will not except as shown on Attachment "1" which is attached hereto and incorporate herein by reference: (i) assign or transfer any rights of Developer in the Security Funds; or (ii) create any Lien in the Security Funds, or any part thereof, or permit the same to be or become subject to any Lien except the security interest herein created in favor of Fort Worth. SECTION 5. EVENTS OF DEFAULT. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 3 of 12 Revised 09.07.2017 ME Developer shall be in default under this Agreement only upon the happening of any of the following events (a "Default"): (a) a default in the timely payment for or performance of the CFA Obligations after written notice thereof from Fort Worth has been delivered to Developer and Escrow Agent and such default is not cured within seven (7) days after such notice; (b) any affirmative or negative covenant is breached by Developer and such default is not cured by the defaulting party within seven (7) days after notice is delivered to the defaulting party with a copy to all other parties. SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER DEFAULT. (a) Remedy. Upon the occurrence of a Default, subject to Attachment "1", Fort Worth shall have the right to direct Escrow Agent, without further authorization from Developer, to transfer to Fort Worth all of the Security Funds. Escrow Agent is hereby authorized to transfer the Security Funds immediately upon the receipt of a written statement purporting to be executed by an authorized representative of Fort Worth stating that: (i) a Default by Developer has occurred related to the CFA Obligations; (ii) written notice of such Default has been given by Fort Worth to Developer and Escrow Agent and such Default was not cured within seven (7) days after delivery of such notice; and (iii) Fort Worth is entitled to have the Security Funds transferred in accordance with the Agreement. (b) Notices. Any notice required or permitted to be given to any party hereto shall be given in writing, shall be personally delivered or mailed by prepaid certified or registered mail to such party at the address set forth below, and shall be effective when actually received. To Developer: HPC Wellington Nance Development Corporation 3001 Knox Street, Suite 405 Dallas, Texas, 75205 To: Escrow Agent: Veritex Community Bank Attention: Adam Garbe 5049 W. Park Blvd City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 4 of 12 Revised 09.07.2017 ME Plano, Texas 75093 agarbe@veritexbank.com To: City of Fort Worth City of Fort Worth Attn: City Treasurer 200 Texas Street Fort Worth, TX 76102 With a copy to: City of Fort Worth Attn: Contract Management Office 200 Texas Street Fort Worth, TX 76102 Any party may change its address for notice by giving all other parties hereto notice to such change in the manner set forth in this Section no later than ten (10) days before the effective date of such new address. SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES. If the Developer fails to perform its obligations under the CFA, subject to the notice and cure provided in Section 5 of this Agreement from and after such Default, Fort Worth's sole and exclusive remedy shall be to complete the obligations of Developer under the CFA at Developer's expense subject to application of the Security Funds to such obligations. In furtherance of such sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set forth in Section 6 hereof. SECTION 8. SUBSTITUTION OF COLLATERAL. Notwithstanding any contrary provision in this Agreement, Developer shall have the right, at any time and from time to time, to obtain releases of all or any part of the Security Funds (hereinafter called the "Released Collateral") upon satisfaction of the following conditions: (a) Developer shall provide Fort Worth and Escrow Agent written notice (the "Substitution Notice") of their desire to obtain Released Collateral in exchange for a contemporaneous substitution of an alternate Financial Security acceptable to Fort Worth (as specified and described in the Substitution Notice); and (b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted Collateral") which Substituted Collateral, in combination with the Security Funds that are not being released, shall in the aggregate be at least equal to the Estimated Developer's Cost; and City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 5 of 12 Revised 09.07.2017 ME (c) Said Substituted Collateral shall be of sufficient amount(s) to cover all work which has occurred prior to the substitution of collateral provided for in this Section Upon satisfaction of the above -specified conditions as evidenced by notice from Fort Worth to Escrow Agent of its acceptance of the Substituted Collateral, Escrow Agent shall be authorized (without the further consent of Fort Worth) to return to Developer the original Security Funds in Escrow Agent's possession that represent or evidence the Released Collateral or take such other action with respect to the Released Collateral as Developer may request or direct. Developer shall pay the expenses incurred by Escrow Agent in connection with obtaining each such release and substitution. SECTION 9 REDUCTIONS IN SECURITY FUNDS. (a) Notwithstanding any contrary provision in this Agreement, Developer shall have the right to reductions in the Security Funds (hereinafter called a "Reduction in the Security Funds"), in accordance with this Section 9. (b) Every thirty (30) days, Developer may request a reduction in the Security Funds in accordance with Section 9-310.1 of the CFA Ordinance. (c) Developer shall provide the City of Fort Worth and Escrow Agent with written notice (the "Withdrawal Notice") that Developer desires to obtain a Reduction in the Security Funds in any amount less than or equal to the then -completed CFA Obligations as inspected or accepted by Fort Worth. (d) A Reduction in the Security Funds may only be made after: i. Fort Worth's inspectors have verified the amount of the Community Facilities that have been constructed in accordance with the engineering plans; and ii. Fort Worth has received an affidavit and release of lien executed by the contractor indicating that the contractor has been paid by Developer and the contractor has paid all subcontractors and material suppliers for the Community Facilities that have been constructed pursuant to the CFA. (e) After Fort Worth has confirmed in writing to Escrow Agent the amount of the Community Facilities that have been constructed in accordance with the engineering plans and Fort Worth has received an affidavit and release of lien from the contractor for the Community Facilities that have been constructed, then the Security Funds may be reduced to an amount that is no less than one hundred twenty-five percent (125%) of the value of the Community Facilities that are remaining to be constructed. SECTION 40. NON -ASSIGNABILITY OF FORT WORTH'S RIGHTS. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 ME Page 6 of 12 The rights, powers, and interests held by Fort Worth hereunder in and to the Security Funds may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds without further authorization from Fort Worth. SECTION 11. NO WAIVER. No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other subsequent Default. No delay or omission by Fort Worth in exercising any right or power hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof. SECTION 12. BINDING EFFECT. This Agreement shall be binding on the parties, their successors and assigns. No provision of this Agreement may be amended, waived, or modified except pursuant to a written instrument executed by Fort Worth, Escrow Agent and Developer. SECTION 13. CHOICE OF LAW, VENUE This Agreement is to be construed and interpreted in accordance with the laws of the State of Texas. This Agreement shall be performable in Tarrant County, Texas. Venue shall be in the state courts located in Tarrant County, Texas or the Unites States District Court for the Northern District of Texas, Fort Worth Division. SECTION 14. COUNTERPARTS. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together shall constitute one and the same agreement. SECTION 15. INDEMNITY. DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY ESCROW AGENT (AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY KIND WHATSOEVER THAT ARISE OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO THE PERFORMANCE BY ESCROW AGENT OF ITS DUTIES HEREUNDER EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ESCROW AGENT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY FORT WORTH (AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY KIND WHATSOEVER City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 7 of 12 Revised 09.07.2017 ME THAT ARISE OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT. SECTION 16. PAYMENT OF ESCROW FEES Developer will be responsible for the payment of all fees to Escrow Agent associated with this Agreement. SECTION 17. MISCELLANEOUS The terms and conditions in this Section 17 to which the parties agree to for themselves, their successors, heirs, and assigns shall survive termination of this Agreement: (a) Escrow Agent is not a party to or bound by any agreement which may be deposited under, evidenced by, or which arises out of the foregoing instructions. (b) Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or with respect to the form or execution of the same; or the identity, authority, or rights of any person executing or depositing the same. (c) Escrow Agent, except as specified in this Agreement, shall not be required to take or be bound by notice of any default of any person, or to take any action with respect to such default involving any expense or liability, unless notice in writing is given to Escrow Agent as required by this Agreement of such default. These instructions shall not be subject to rescission or modification except upon receipt by Escrow Agent of written instructions of all the parties hereto or their successors in interest, and no such modification shall be effective unless and until consented to in writing by Escrow Agent. (d) Escrow Agent shall be protected by Developer in acting upon any notice, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and to be signed by the proper party or parties. (e) Escrow Agent shall not be liable to Developer for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct, and Escrow Agent shall have no duties to anyone except those signing these instruments. (f) Escrow Agent may consult with legal counsel in the event of any dispute of questions as to the construction of the foregoing instructions, or Escrow Agent's duties hereunder. City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 8 of 12 Revised 09.07.2017 ME (g) Fort Worth, Developer and Escrow Agent acknowledge and agree that Escrow Agent shall have the right at any time to interplead any dispute which may arise out of the duties, actions, responsibilities, objections, or discrepancies which may arise during the term of this Escrow Agreement with the appropriate court of Tarrant County, Texas, in an effort to remedy any dispute. Deposit by Escrow Agent of the instruments and funds (less its charges and expenses incurred herein) comprising this Escrow Agreement in Court, shall relieve Escrow Agent of all further responsibility and liability, and Escrow Agent is hereby expressly authorized, after filing the petition with the court, to disregard in its sole discretion any and all future notices or warnings given by any of the parties hereto, or by any other person or corporation, but the said Escrow Agent is hereby expressly authorized to regard and to comply with and obey any and all Orders, Judgments or Decrees entered or issued by any Court with jurisdiction. (h) In the event that Escrow Agent performs any service not specifically provided hereinabove, or that there is any assignment or attachment of any interest in the subject matter of this Escrow Agreement or any modification thereof, or that any controversy arises hereunder, or that Escrow Agent is made a party to, or intervenes in, any litigation pertaining to this Escrow Agreement or the subject matter thereof, Escrow Agent shall be reasonably compensated therefore by Developer and reimbursed by Developer for all costs and expenses occasioned thereby, and Developer agrees to pay the same, to indemnify Escrow Agent against any loss, liability or expense incurred in any act or thing done by it hereunder, it being understood and agreed that Escrow Agent may interplead the subject matter of this Escrow Agreement into any court of competent jurisdiction and deposit the Security Funds with the Court, and the act of such interpleader shall immediately relieve Escrow Agent of any future duties, liabilities and responsibilities hereunder with respect to the Security Funds, but Escrow Agent shall remain liable: (1) to Fort Worth for all duties, liabilities and responsibilities for all acts or failure to act by Escrow Agent occurring prior to Escrow Agent interpleading the subject matter of this Escrow Agreement, except for those duties, liabilities and responsibilities that are the subject of Escrow Agent's court pleadings; and (2) to Developer for Escrow Agent's gross negligence or willful misconduct with respect to Escrow Agent's duties, liabilities and responsibilities for all acts or failure to act by Escrow Agent occurring prior to Escrow Agent interpleading the subject matter of this Escrow Agreement, except for those duties, liabilities and responsibilities that are the subject of Escrow Agent's court pleadings. [REMAINDER OF THIS PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 9 of 12 Revised 09.07.2017 ME ACCORDINGLY, the City of Fort Worth, Developer and Escrow Agent have each caused this instrument to be executed in each entity's respective name by its duly authorized signatories effective as of the date executed by the City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER HPC WELLINGTON NANCE DEVELOPMENT CORPORATION, a Dal?a �Gb�GIGlGiO�� Texas corporation Dana Burghdoff (Aug , 202417:6ADT) Dana Burghdoff Assistant City Manager Date: Aug 8, 2024 Name: Ben Luedtke Title: Executive Vice President Approved at to Form & Legality: Date: Aug 5, 2024 Richard Richard McCracken 7, 202408:45 CDT) ESCROW AGENT Richard A. McCracken Veritex Community Bank Sr. Assistant City Attorney }dam Garbe Adam Garbe (Aug 6, 202415:33 CDT) M&C No. N/A Name: Adam Garbe Title: Senior Vice President Date: Aug 7, 2024 Date: Aug 6, 2024 ATTEST: Contract Compliance Manager 1 By signing I acknowledge that I am the person responsible for the monitoring and Jannette Goodall administration of this contract, including City Secretary ensuring all performance and reporting requirements. ® /L /� Q/L Bichson Nguyen (for) u , 20241 - 6 CDT) Rebecca Diane Owen Development Manager City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 ME Page 10 of 12 ATTACHMENT "I" Changes to Standard Agreement Escrow Pledge Agreement Notwithstanding anything contained in this Agreement to the contrary, 1. Developer and Fort Worth hereby acknowledge, agree and consent to the fact that Veritex Community Bank ("Lender") has a first lien security interest in and to all of all of its rights, titles and interests in and to the Mortgaged Property (as defined in that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated on or about [June 2, 2022] (the "Deed of Trust"), including, without limitation, the rights, benefits and privileges (but not the obligations) of Developer under this Agreement and all funds due to Developer hereunder, said funds being interest or withdrawn funds to pay construction costs. The foregoing expressly does not assign, and Lender has not assumed and does not assume, any of Developer's obligations (construction, development, payment or otherwise) under this Agreement. Upon the occurrence of any Event of Default, Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Developer such action as Lender may at any time determine to be necessary or advisable to cure any default under this Agreement or to protect the rights of Developer or Lender thereunder and Developer hereby irrevocably constitutes and appoints Lender as Developer's attorney -in -fact, in Developer's name or in Lender's name, to enforce all rights of Developer under this Agreement; provided, Developer is and shall remain solely and absolutely liable for performing any and all obligations and paying any and all amounts due under this Agreement and that Lender shall have no liability for performing any obligation or paying any amount hereunder. All notices and correspondence sent to or from Developer under this Agreement shall also be sent to Lender at the address set forth below and, in addition, copies of all draw requests shall also be sent to Lender at the address set forth below: Veritex Community Bank 8214 Westchester Drive, Suite 635 Dallas, Texas 75225 Attention: Adam Garbe Email: agarbe@veritexbank.com 2. In the event of a Default by Developer under the Agreement, the parties hereby acknowledge and agree that Fort Worth may complete the outstanding CFA obligations of Developer and, in connection therewith, Fort Worth is entitled to receive the Security Funds and utilize the remaining Security Funds to complete such obligations, however, Fort Worth acknowledges and agrees that Lender has an interest in the CFA obligations being completed and Lender shall have the right (but not the obligation), at any time following a Default by Developer under this Agreement, to notify the Fort Worth that Lender elects to complete the outstanding CFA obligations. In the event that Lender notifies Fort Worth and Escrow Agent that it elects to complete the outstanding CFA Obligations, and upon execution of all documents necessary for Lender to take over the duties of Developer under the CFA and this Agreement, including but not limited to a consent to assignment of the CFA, assumption of all contracts, and providing the Fort City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Revised 09.07.2017 ME Page 11 of 12 Worth with a financial guarantee of the outstanding CFA obligations, all parties to this Agreement agree that the Escrow Agent shall disburse the Security Funds to Lender in accordance with this Escrow Agreement. [REMAINDER OF THIS PAGE TO REMAIN BLANK] City of Fort Worth, Texas Escrow Pledge Agreement CFA Official Release Date: 07.01.2015 Page 12 of 12 Revised 09.07.2017 ME