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Contract 61879
Received Date: 08/20/2024 Received Time: 5:18 p.m. Developer and Project Information Cover Sheet: Developer Company Name: HT HWY 114 Development LP Address, State, Zip Code: 2700 Commerce Street, Suite 1600, Dallas TX 75226 Phone & Email: Authorized Signatory, Title: Project Name: Brief Description: Project Location: Plat Case Number: FP-24-116 Mapsco: 641D CFA Number: 24-0075 972-716-2900; rob.witte(ahines.com Robert W. Witte, Senior Managing Director Tradition Phase 9A Water, Sewer, Paving, Strom Drain, and Streetlight Sam Reynolds Rd and Winding Meadows Dr Plat Name: I Tradition Council District: City Project Number: ETJ 105255 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 24 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 61879 STANDARD COMMUNITY FACILITIES AGREEMENT This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and HT HWY 114 Development LP ("Developer"), a Texas limited partnership, acting by and through its duly authorized representative. City and Developer are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Tradition Phase 9A ("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, the Improvements being constructed pursuant to this Agreement are the subject of a Development Agreement, City Secretary Contract Number 47477, as amended ("Development Agreement"); 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 City of Fort Worth, Texas OFFICIAL RECORD Page 2 of 24 Standard Community Facilities Agreement CITY SECRETARY Rev. 9/21 FT. WORTH, TX 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: E Exhibit A: Water E Exhibit A-1: Sewer E Exhibit B: Paving E Exhibit B-1: Storm Drain E 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 water and sewer 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"). City of Fort Worth, Texas Page 3 of 24 Standard Community Facilities Agreement Rev. 9/21 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 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 24 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. (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. In accordance with the Development Agreement, the engineer for the Municipal Utility District (Tradition Municipal Utility District No. 1 of Denton County or Tradition Municipal Utility District No. 2B of Denton County, as applicable) shall attend the pre -construction conference. (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 City of Fort Worth, Texas Page 5 of 24 Standard Community Facilities Agreement Rev. 9/21 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 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 water and sewer Improvements provided for by this Agreement. Developer shall provide, at its expense, all necessary rights -of -way and easement required for the construction and dedication to the Municipal Utility District or County all other Improvements being constructed pursuant to 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, INCLUDINGDEATH, 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 City of Fort Worth, Texas Page 6 of 24 Standard Community Facilities Agreement Rev. 9/21 ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND IN ACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the water and sewer 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. Inspections and Acceptance; Estimated Fees Paid by Developer; Reconciliation (a) Water and Sewer Improvements Inspection and Acceptance. Pursuant to the Development Agreement, City employees, or third -party inspectors retained in accordance with generally applicable City policies, shall perform all inspection and testing of the water and sewer Improvements. The City shall notify the property owner and the Municipal Utility District's inspectors at least 24 hours before each inspection to enable the Municipal Utility District's engineers to be present during the inspections. The Municipal Utility District's engineers may observe City inspection for the purpose of gathering the information required to complete and submit all TCEQ required reports. The City's inspectors shall cooperate with the Municipal Utility District's inspectors to provide inspection reports that satisfy TCEQ requirements for issuance of bonds by the Municipal Utility District. Developer, or the Municipal Utility District or their agent, shall notify the City's inspector when the water and sewer Improvements, or any portion thereof, are ready for final inspection. If the City's inspector concurs that construction of such water or sewer Improvements is substantially complete, the City's inspector will schedule a final inspection by the City within 30 days. Upon such final inspection and correction of any punch list items and final documentation related to completion of such water and sewer Improvements, written certification by the City's inspector that the water and sewer Improvements have been constructed in compliance with the City's infrastructure standards shall constitution compliance with all inspection requirements. The City shall issue a letter to Developer and the Municipal Utility District approving the water and sewer Improvements within fifteen days after all requirements are met. Any duly authorized employee of the City bearing proper credentials and identification shall be granted access to the property as the City may determine necessary for the purpose of inspection and testing of water and sewer Improvements. Within thirty days after the Developer and the Municipal Utility District receive a letter approving water or sewer Improvements, the Developer shall dedicate such water and sewer Improvements City of Fort Worth, Texas Page 7 of 24 Standard Community Facilities Agreement Rev. 9/21 to the City along with all appurtenant easements and rights -of -way. Following dedication of any portion of the water or sewer Improvements to the City, the City shall have full ownership and control of such dedicated Improvements. (b) Paving, Drainage, Streetlight and Sign Improvements Inspection. Pursuant to the Development Agreement, City inspectors, or the Municipal Utility District's inspectors, at the City's option, shall perform all inspection and testing of onsite drainage and onsite road improvements. City will conduct the inspections of the paving, drainage, streetlight and sign Improvements being constructed pursuant to this Agreement and Developer will pay the City for the inspections. The City shall notify Developer and the Municipal Utility District's inspectors at least 48 hours before each inspection to enable the Municipal Utility District's engineers to be present during the inspections. The Municipal Utility District's engineers may observe City inspection for the purpose of gathering the information required to complete and submit all TCEQ requirements for issuance of bonds by the Municipal Utility District. Within 30 days after the Municipal Utility District and the City and/or the County approve the paving, drainage, streetlight and sign Improvements, Developer shall dedicate such Improvements to the County or the Municipal Utility District along with all appurtenant easements and rights -of - way. (c) Estimated Fees and 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 for all Improvements in this Agreement 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 City of Fort Worth, Texas Page 8 of 24 Standard Community Facilities Agreement Rev. 9/21 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 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 DEVELOPER: HT HWY 114 Development LP 2700 Commerce Street, Suite 1600 Dallas, TX 75226 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. City of Fort Worth, Texas Page 9 of 24 Standard Community Facilities Agreement Rev. 9/21 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the 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. City of Fort Worth, Texas Page 10 of 24 Standard Community Facilities Agreement Rev. 9/21 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would 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 City of Fort Worth, Texas Page 11 of 24 Standard Community Facilities Agreement Rev. 9/21 Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 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. City of Fort Worth, Texas Page 12 of 24 Standard Community Facilities Agreement Rev. 9/21 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 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 24 Standard Community Facilities Agreement Rev. 9/21 Project Name: Tradition Phase 9A CFA No.: 24-0075 Ite ms A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total 36. Cost Summary Sheet City Project No.: 105255 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 Agreement = 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 $ 983,282.99 $ 1,231,595.22 $ 2,214,878.21 IPRC No.: 23-0177 $ 2,316,384.00 $ 2,240,091.67 $ 236,527.00 $ 4,793,002.67 $ 7,007,880.88 $63,900.00 $18,375.00 $1, 590.00 $ 83,865.00 Amount $ 2,552,911.00 $ 4,454,969.88 $ 2,768,597.76 $ 5,991,253.34 $ - $ 8,759,851.10 Choice (Mark one X X City of Fort Worth, Texas Page 14 of 24 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 [signature on following page] v auu Dana Burghdoff (Aug 66, 2024 CDT) Dana Burghdoff Assistant City Manager Date: Aug 20, 2024 Recommended by: Bichson Nguyen Contract Compliance Specialist Development Services Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and Approved as to Form & Legality: administration of this contract, including ensuring all performance and reporting requirements. Richard McCracken (Aug 20, 202415:59 CDT) Richard A. McCracken,In Sr. Assistant City Attorney Rebecca Owen (Aug 20, 202408:47 CDT) Rebecca Diane Owen M&C No. N/A Development Manager Date: Aug 20, 2024 Form 1295: N/A 46ovonRb A NV ATTEST: ago oi; n` % +� aa�° nEanSaaa Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 15 of 24 Standard Community Facilities Agreement Rev. 9/21 DEVELOPER HT HWY 114 DEVELOPMENT LP By: HT Hwy 114 Development LLC, its general partner By: HT Hwy 114 LP, its sole member By: Hines Hwy 114 LLC, its general partner By: Hines Hwy 114 Associates LP, its sole member By: Hines Investment Management Holdings Limited Partnership, its general partner Robe'rtW. Witte 20, 2024 08:43 CDT) Robert W. Witte Senior Managing Director Date: Aug 20, 2024 Acknowledged by: Dustier Davidson Dustin Davidson (Aug 20, 2024 07:34 CDT) Dustin Davidson Managing Director City of Fort Worth, Texas Page 16 of 24 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 X❑ Attachment 1 - Changes to Standard Community Facilities Agreement X❑ Attachment 2 — Phased CFA Provisions © Attachment 3 — Concurrent CFA Provisions © Location Map ® 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 17 of 24 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 105255 Negotiated changes are contained in the body of the Agreement. City of Fort Worth, Texas Page 18 of 24 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "2" Phased CFA Provision City Project No. 105255 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 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. City of Fort Worth, Texas Page 19 of 24 Standard Community Facilities Agreement Rev. 9/21 BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCL UDING B UT NOT LIMITED TO ANYAND ALL ECONOMIC DAMAGES PROPERTY LOSS, PROPERTY DAMAGES AND PERSONAL INJURY, (INCLUDING DEATH), OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO ANY AND ALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTYDAMAGE 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 ANYAND ALL CLAIMS (WHETHER AT LAW OR INEQUITY), LIABILITIES, DAMAGES (INCLUDING ANY AND ALL ECONOMIC DAMAGES, PROPERTY LOSS, PROPERTY DAMAGES AND PERSONAL INJURIES INCLUDING DEATH), LOSSES, LIENS, CAUSES OFACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OFANYNATURE, KIND OR DESCRIPTIONARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCTA PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY THE CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED. IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. DEVELOPER [signature on the following page] City of Fort Worth, Texas Page 20 of 24 Standard Community Facilities Agreement Rev. 9/21 DEVELOPER HT HWY 114 DEVELOPMENT LP By: HT Hwy 114 Development LLC, its general partner By: HT Hwy 114 LP, its sole member By: Hines Hwy 114 LLC, its general partner By: Hines Hwy 114 Associates LP, its sole member By: Hines Investment Management Holdings Limited Partnership, its general partner Robe" rt W. Witte (Aug 20, 2024 08:43 CDT) Robert W. Witte Senior Managing Director Date: Aug 20, 2024 City of Fort Worth, Texas Page 21 of 24 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT"Y Concurrent CFA Provision City Project No. 105255 The improvements being constructed by Developer pursuant to this Agreement will connect to improvements being constructed by Toll Southwest, LLC under a separate Community Facilities Agreement, City Secretary Contract No. 60380 (Hereinafter the "Separate CFA"). Developer has requested and the City has agreed to allow Developer to begin the construction of the improvements contained in this Agreement before the improvements being constructed under City Secretary Contract No. 60380 are completed and accepted by the City. Therefore, this Agreement shall be considered a "Concurrent CFA" and the provision contained in this Attachment shall apply to this Agreement. The improvements being constructed under the Separate CFA shall be defined as the "Primary Project." The improvements being constructed by Developer under this Agreement shall be defined as the "Secondary Project." Developer acknowledges and agrees that due to Developer's election to construct a Concurrent 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 Primary Project and the Secondary Project to properly connect to each other; changes to the design or construction of the improvements in the Primary Project that impact the design and construction of the improvements in the Secondary Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer or the developer of the Primary Project; failure of the improvements to pass inspection or material testing; or rejection by the City of some or all of the improvements and Developer or the developer of the Primary Project having to remove and reconstruct the improvements at the expense of Developer, developer of the Primary Project, or both. In addition, Developer understands and agrees that disputes may arise between the contractors or subcontractors for the Primary Project and the contractors or subcontractors for the Secondary Project relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors, disputes between contractors and subcontractors and disputes between Developer and the developer of the Primary Project. Developer acknowledges and certifies that Developer has entered into a written agreement with the developer of the Primary Project and said agreement: (1) provides Developer with any access needed through property owned by the developer of the Primary Project; (2) that Developer and the developer of the Primary Project shall resolve all disputes regarding the design and construction of the Primary Project and the Secondary Project; and (3) the developer of the Primary Project will notify Developer of any all changes to the design or construction of the improvements in the Primary Project, including any field changes. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Concurrent CFA, the provisions of this Attachment, the risks associated with a Concurrent CFA, and that the City shall not bear any responsibility for construction of the improvements or Developer's decision to proceed with a Concurrent CFA. Developer shall not make the final connection of the improvements in the Secondary Project to the improvements in the Primary Project until the improvements in the Primary Project City of Fort Worth, Texas Page 22 of 24 Standard Community Facilities Agreement Rev. 9/21 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 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 CONCURRENT CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL DAMAGES, INCLUDINGBUTNOTLIMITED TO, ANYAND ALL ECONOMICDAMAGES, PROPERTYLOSS, PROPERTYDAMAGESAND PERSONAL INJURY (INCLUDING DEATH), OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBYEXPRESSLYRELEASESAND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL ECONOMIC DAMAGES, PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A CONCURRENT CFA. DEVELOPER, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOESHEREBYINDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SER VANTS FOR, FROMAAD AGAINST ANYAND ALL CLAIMS (WHETHER AT LA W OR INEQUITY), LIABILITIES, DAMAGES (INCL UDING ANY AND ALL ECONOMIC DA MA GES, PR OPER TY L OSS, PR OPER TY DA MA GES A AD PERSONAL INJURIES INCL UDING DEA TH), LOSSES, LIENS, CAUSES OFACTION, SUITS, JUDGMENTSANOEXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGA TION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELEATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A CONCURRENT 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 CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A CONCURRENT CFA, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED. IN WHOLE OR IN PART. BY THE ALLEGED NEGLIGENCE OF THE CITY OFFORT WORTH, ITS OFFICERS. SERVANTS. OR EMPLOYEES. By signing below, Developer certifies that all statements contained in this Attachment "3" Concurrent CFA Provision are true and correct. City of Fort Worth, Texas Page 23 of 24 Standard Community Facilities Agreement Rev. 9/21 DEVELOPER HT HWY 114 DEVELOPMENT LP By: HT Hwy 114 Development LLC, its general partner By: HT Hwy 114 LP, its sole member By: Hines Hwy 114 LLC, its general partner By: Hines Hwy 114 Associates LP, its sole member By: Hines Investment Management Holdings Limited Partnership, its general partner o R.b4 W. W-itte(ug 20, 2024 08:43 CDT) Robert W. Witte Senior Managing Director Date: Aug 20, 2024 City of Fort Worth, Texas Page 24 of 24 Standard Community Facilities Agreement Rev. 9/21 N O 0 N O N 00 O T 0 0) 3 U a w U I Q rn I 2 I O N r- O Q N 0 0 L Q L� U c 0 =o 0 I O N r- O w PROJECT\ � LOCATION w Wn ry 1r w m z w m N WE S SAM REYNOLDS RD /WINDING MEADOWS DRIVE TRADITION PHASE 9A LOCATED I V CITY OF FORT WORTH, TEXAS CPN o 105255 MiAPSC® NO.: 641D PREPARED FOR: Hines 2700 Commerce St., Suite 1600 Dallas, Texas 75226 (972) 716-2900 MAY 2024 PREPARED BY: �► GMcivil Engineering & Surveying 2559P p—.e— 7— TRADITION PHASE 9A WATER EXHIBIT "A"1 CPN:105255 PREPARED FOR: Hines 2700 Commerce St., Suite 1600 Dallas, Texas 75226 (972) 716-2900 1 2 3 4 5 6 7 8 9 10 11 12 B OC B B 24 23 22 21 20 19 18 17 16 15 14 13 1 2 3 4 5 6 7 8 9 10 N 11 12 O 13 14 1. 15 16 17 18 21 22 25 19 20 1 L K 26 27 52 51 50 49 48 47 46 45 44 43 42 41 40 39 38 37 36 35 34 33 32 31 30 29 28 R ND RI'll 12" W L. BLOCK Xl= 24X SAM REYNOLDS ROAD TB'C. INFRASTRUCTURE (CPN: 1051 I6) , N W+E 8 SCALE I'' = 4 ( 0' LEGEND W PROPOSED WATER LINE (8" TYPICAL) W EXISTING/NOT EXISTING WATER LINE PREPARED BY: GMcivil Engineering & Surveying 2559 SW Grapevine Pkwy, Grapevine, Texas 76051 817-3 9-0373 TxEng Firm # F-2944 I TxSuw Firm # 10021700 E:\10720 — Tradition\Plans\CFA\Phase 9A\10720—PH-9A—CFA.dwg Wed May 08 2024 10:02 II Imo_\IMI I 11 NOR, M I'LI:�I SEWER EX1H I BI� "A—P CPN:105255 PREPARED FOR: Hines 2700 Commerce St., Suite 1600 Dallas, Texas 75226 (972) 716-2900 1 2 3 4 5 6 7 8 9 10 11 12 B OC B B 24 23 22 21 20 19 18 17 16 15 14 13 N W+E 8 SCALE I'' = 400' LEGEND PROPOSED SANITARY SEWER LINE (8" TYPICAL) EXISTING/NOT EXISITNG SANITARY SEWER LINE PREPARED BY: GMcivil Engineering & Surveying 2559 SW Grapevine Pkwy, Grapevine, Texas 76051 817-3 9-4373 TxEng Firm # F-2944 I TxSuw Firm # 10021700 E:\10720 — Tradition\Plans\CFA\Phase 9A\10720—PH-9A—CFA.dwg Wed May 08 2024 10:02 PAVING EXHIBIT BIT " B" C2N:105255 MURIEL DRIV 1 7g 2 W N a 3 n. XQ 4 G J• W,...: K.. 9 10 ' 11 12 13 14 B\ 18 17 16 IS5 14 14 13 13 12 12 11 10 16 :: CAFFEY STEET 17 Q 18 _ iO26 27 28 29 3031 32 33 34+'35 19 20 L K 211 25 24 23 22 21 20 19 18 17 16 15 14 I13I12I 11 I10I 918 7 b 22 ,- MENARIE DRIVE., 23 _._.. ..:� 24 W 7 13 4 5 6 7 8 9 10 11 12 I1� 2 3 4 5 b 25O BLOCK BBBBB I= 9 X":. 24 23 22 21 20 19 18 17 16 1I� C1615 14 13 12 11 10 Y 27 = O O 28 m 29 23 W 1 2 3 4 5 6 7 8 9 10 11 12 13 LANE 6 17 18 19 20 21 22 (1�. �"'C!.• -4 I I I I 1 BLOCK ZZZZ B- O LAN�`.•ti 2 51 50 49 48 7 6 45 43 2 DAR0 39 38 37 36 35 34 33 32 31 30 29 . 1 5 4 4 2 44 4 41 4 TYRONZA DRIVE 24X 3 C , 17 1 8 ' 9 ' 1 L 12 13.14 115.16 17 18 19 20. 21 I22I23 II II -1 BLOCK X°XX XXII BLOCK XXXX 24X 24X PREPARED FOR: " "' SAM REYNOLDS ROAD I� EX. INFRASTRUCTURE (CPN: 104587) Hines . _ � - _.--TTTI - 2700 Commerce St., Saite 1600 Dallas, Texas 75226 (972) 716-2900 N W+E s SCALE P = 400' LEGEND SIDEWALK TO BE CONSTRUCTED BY HOMEBUILDERS - SIDEWALK PER THIS CONTRACT O ADA RAMPS PER THIS CONTRACT PROPOSED 29' B-B ROADWAY w/ 50' R.O.W. ' { 6" PCC PAVEMENT W/ 6" LIME -STABILIZED SUBGRADE ::: 2" HMAC SURFACE COURSE (TYPE D) W/ 4.5 BASE COURSE (TYPE B) W/ 8' LIME -STABILIZED SUBGRADE T.B.C. INFRASTRUCTURE (CPN: 105 11 6) 28- 9 A;Clcc - ,_.: 314 13 12 1110 15X J 4 BLOCK NNNNN D 15X F PREPARED BY: EX INFRASTRUCTURE (CPN 103755) GMcivit ' Engineering & Surveying 2559 SW Grapevine Pkwy, Grapevine, Texas 76051 817-3 9- 373 TxEng Firm # F2944 I Txsuw Frm # 10021700 E:\10720 — Tradition\Plans\CFA\Phase 9A\10720—PH-9A—CFA.dwg Wed May 08 2024 10:02 TRADITION ]CHASE 9A STORM EXHIBIT BIT " B—P CPN:105255 PREPARED FOR: Hines 2700 Commerce St., Suite 1600 Dallas, Texas 75226 (972) 716-2900 SAM REYNOLDS ROAD II I I I I I I / N W+E 8 SCALE. I'' = 4010' LEGEND M T.B.C. INFRASTRUCTURE (CP10511 N: 10516) PREPARED BY: PROPOSED STORM DRAIN LINE EXISTING/T.B.C. STORM DRAIN LINE GMcivil Engineering & Surveying 2559 SW Grapevine Pkwy, Grapevine, Texas 76051 817-3 9-0373 TxEng Firm # F-2944 I TxSuw Frm # 10021700 E:\10720 — Tradition\Plans\CFA\Phase 9A\10720—PH-9A—CFA.dwg Wed May 08 2024 10:02 STREET LIGHTS EYrIBIT"C" C?N.1052' PREPARED FOR: r 1 - 2 m 3 > m m X 4 J - J r� 5 = 6 7 W. m 8 m 9 10 11 12 13 14 �AJCF L DD D15 I�l8 17 16514 13 12 11 1016 l SET 17 18 26 27 28 29 30 31 32 33 34 35 9 L K 20 21 25 24 23 22 21 20 19 18 17 16 15 14 I13I12I 11 I10I 9 8 7 �7 _ ,. _.__ MENARIE DJFUVE _.- ._F�22 3 _ _—_ ____ -_-_- ,. 24m 1 2 3 4 5 6 7 8 9 10 11 12 31 2I3I4 5 1 25 G B OC C B BB p BLOCK 1 CCC 26 G Z Y 27 �' 24 23 22 21 20 19 18 17 16 15 14 13 CCI6 15 14 13 12 11 m 29 O 28 W! LAN ON LANE 30 m 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 t •L „1 I I I I I I I I I BLOCK ZZZZ DARb01 LANE 52 51 50 49 48 47 46 45 44 43 42 41 40 39 38 37 36613514 2 TYRONZA�DRIVE 24X 3 4 5 YI b 7 8 9 10 11 12 13 14 15 16 17 18 19 20 2 J BLOCK XXXX BLOCK XXXX 24X 24X SAM REYNOLDS ROAD EX. INFRASTRUCTURE (CPN: 104587) Ines s 2700 Commerce St., Suite 1600 Dallas, Texas 75226 (972) 716-2900 T.B.C. INFRASTRUCTURE (CPN: 1057 I6) EX, WFRASTPAJCTURE � (CPN: 103755) 1 N W+E S SCALE. V = 400' LEGEND . PROPOSED STREET NAME SIGN PROPOSED STREET LIGHT EXISTING/NOT EXISTING STREET LIGHT T.B.C. INFRASTRUCTURE (CPN: 105116) PREPARED BY: GMcivil Engineering & Surveying 2559 SW Grapevine Pkwy, Grapevine, Texas 76051 817-3 9-4373 TxEng Firm # F-2944 I TxSuw Frm # 10021700 E:\10720 — Tradition\Plans\CFA\Phase 9A\10720—PH-9A—CFA.dwg Wed May 08 2024 10:02 UNIT PRICE BID SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition Phase 9A, City Project #I05255 Project Item Information Bidlist Item Description Paving Facilities 1 0241.1100 Remove Asphalt Pvmt 2 3123.0101 Unclassified Excavation (Sam Reynolds Road Dirtwork) 3 3211.0400 Hydrated Lime @ 30 lbs./S.Y. 4 3211.0400 Hydrated Lime @ 42 lbs./S.Y. (Sam Reynolds Road) 5 3211.0501 6" Lime Treated Subgrade 6 3211.0502 8" Lime Treatment 7 3212.0302 2" Asphalt Pvmt Type D 8 3212.0502 4.5" Asphalt Base Type B 9 3213.0101 6" Concrete Pavement 10 3213.0301 5' Conc Sidewalk 11 3213.0501 Barrier Free Ramp, Type R-1 12 3213,0504 Barrier Free Ramp, Type M-2 13 3213.0506 Barrier Free Ramp, Type P-1 14 3441,4003 Furnish/Install Alum Sign Ground Mount City Std. 15 3741.0001 Traffic Control 16 9999.0001 Concrete Header 17 9999.0002 Type III End -of -Road Barricade 18 9999.0003 Sawcut Existing Asphalt & Connect to Existing Pavement 19 9999.0004 Connect to Existing Pavement 20 9999.0005 R1-1 Stop Sign 21 9999.0006 St Marker Blade Paving Subtotal Bid Summary Paving Facilities Subtotal Total Bid This bid is submitted by the entity listed below: RPMx Construction Specification Unit of I Bid Section No. ( Measure I Quantity Unit Price I Bid Value 024115 SY 1,882.0 $9.00 $16,938.00 312316 CY 2,175 $25.00 $54,375.00 321129 TON 424.1 $280.00 $118,748.00 321129 TON 38.8 $280.00 $10,864.00 321313 SY 28,273 $3.50 $98,955.50 321313 SY 1,848 $11.00 $20,328.00 321216 SY 1,705 $19.00 $32,395.00 321216 SY 1,848 $37.00 $68,376.00 321313 SY 26,449 $48.00 $1,269,552.00 31 1320 LF 14,965 $34.50 $516,292.50 32 13 20 EA 6 $2,400.00 $14,400.00 32 13 20 EA 2 $2,300.00 $4,600.00 32 1320 EA 22 $2,200.00 $48,400.00 3441 30 EA 14 $375.00 $5,250.00 3471 13 LS 1 $15,000.00 $15,000.00 00 00 00 EA 5 $450.00 $2,250.00 00 00 00 EA 4 $1,100.00 $4,400.00 00 00 00 LF 282 $25.00 $7,050,00 00 00 00 EA 3 $450.00 $1.350.00 00 00 00 EA 14 $90.00 $1,260.00 00 00 00 EA 28 $200.00 $5,600.00 $2,316,384.00 $2,316,384.00 $2,316,384.001 Company: Construction, LLC B Street Address: 6500 Meyer Way, Suite 130 City, State, Zip Code: McKinney, TX 75070 Phone: 214-239-4722 Si,g9nature Title: d1OYw rt71 w.t Date: S-/d'?°/ Contractor agrees to complete WORK for FINAL ACCEPTANCE within 55 working days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT WORTH Tradition Pi-9A STANDARD CONSTRUCTION BID PROPOSAL -DEVELOPER AWARDED PROJECTS City Projw N 105255 Forth Revised January 29, 2020 00 42 43_Bid Proposal SECTION 00 42 43 Tradition Phase 9A, City Project #105255 UNIT PRICE BID Project Item Information Independent Utility Bidlist Description Specification Unit of Bid Unit Price Bid Value Item Section No. I Measure I Quantity Street Lighting Facilities #REF! 2605.3011 2" CONDT PVC SCH 40 (T) 26 05 33 LF 1,615 $25.00 $40,375.00 #REF! 3441.1408 NO 6 Insulated Elec Condr 3441 10 LF 4,845 $2.20 $10,659.00 #REF! 3441.1633 Type 33B Arm 3441 20 EA 33 $423.00 $13,959.00 #REF! 3441.3201 LED Lighting Fixture (R-2) 3441 20 EA 29 $423.00 $12,267.00 #REF! 3441.3201 LED Lighting Fixture (R-4) 3441 20 EA 4 $423.00 $1,692.00 #REF! 3441.3341 Rdwy Illum TY 11 Pole 3441 20 EA 33 $2,504.00 $82,632.00 #REF! 3441.3301 Rdwy Illum Foundation TY 1,2, and 4 3541 20 EA 33 $2,271 A0 $74,943.00 Street Lighting Subtotal $236,527.00 Bid Summary Street Lighting Facilities Subtotal $236,527.00 Total Bid $236,527.00 This bid is submitted by the entity listed below: Company: Independent Utility Construction, Inc. By: i and Wolfe�% a� Street Address: Sun Valley Drive City, State, Zip Code: Ft. Worth, TX 76119 Signature Title: President Date: 05/13/2024 Contractor agrees to complete WORK for FINAL ACCEPTANCE within 30 working days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CITY OF FORT WORTH Tradition Phase 9A STANDARD CONSTRUCTION BID PROPOSAL -DEVELOPER AWARDED PROJECTS City Project #105255 Form Revised January 29, 2020 00 42 43_Bid Proposal SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition Phase 9A, City Project # 105255 UNIT PRICE BID Project Item Information L.H. Lacy Bidlist Description I Specification I I Unit of I Bid Unit Price Bid ValueItem Section No. Measure Quantity Water Facilities 1 0241.1118 4"-12" Pressure Plug 0241 14 EA 4 $212.80 $851.20 2 3305.0003 8" Waterline Lowering 33 05 12 EA 14 $6,245.68 $87,439.52 3 3305.0109 Trench Safety 33 05 10 LF 7,775 $0.35 $2,721.25 4 3311.0001 Ductile Iron Water Fittingswl Restraint 3311 11 TON 1.6 $25.645.20 $41,032.32 5 3311.0241 8" PVC Water Pipe 3311 10, LF 7,476 $50.17 $375,070,92 3311 12 6 3311.0264 8" PVC Water Pipe, CLSM Backfill 3311 12 LF 17 $194,19 $3,301.23 7 3311.0441 12" PVC Water Pipe 3311 10, 3311 12 LF 282 $133.14 $37,545.48 8 3312,0001 Std. Fire Hydrant Assembly w/ 6" Gate Valve & Valve Box 33 12 40 EA 11 $6.494.79 $71,442.69 9 3312.0117 Connection to Existing 4"-12" Water Main 33 11225 EA 3 $1,660.62 $4,981.86 10 3312,2003 1" Water Service (Domestic) 33 12 10 FA 209 $1,487.95 $310,981.65 11 3312.3005 12" Gate Valve 33 12 20 EA 1 $4,362.37 $4,362,37 12 3312.3003 8" Gate Valve & Valve Box 33 12 20 EA 20 $2,177.63 $43.552.60 Water Subtotal $983,282.99 Sanitary Sewer Facilities 13 3301.0002 Post -CCTV Inspection 33 Oi 31 LF 6770 $1.96 $13,269.20 14 3301.0101 Vacuum Test Manholes 3301 30 EA 33 $140.00 $4,620,00 15 3305.0109 Trench Safety 33 05 10 LF 6770 $0.94 $6,363.80 16 3305.0113 Trench Water Stops 33 05 15 EA 13 $1,422.58 $18,493.54 17 3305.1003 20" Casing By Open Cut 33 05 22 LF _ 120 $21g.54 $26,344.80 18 3305.1103 20" Casing By Other Than Open Cut 33 05 22 LF 125 $540.38 $67,547.60 19 3331.3101 SDR-26 4" Sewer Services 3331 50 EA 203 $1,288.14 $261,492.42 3311 10, 20 3331.4115 8" SDR-26 PVC Sewer Pipe 33 31 12, LF 5740 $64.53 $370,402.20 3331 20 21 3331.4116 8" PVC Sanitary Sewer Pipe w/ CSS Backfill 3311 10, 3311 12 LF 287 $123.53 $35,45111 22 3331.4119 8" DIP Sewer Pipe 3311 10 LF 612 $147.81 $90,459.72 23 3331.4120 8" DIP Sewer Pipe, CSS Backfill 3311 10 LF 131 $198.73 $26,033.63 24 3339.0001 Epoxy Manhole Liner 33 39 60 VF 99 $532.00 $52,668.00 I 1 25 3339.1001 4' Std. Dia. Manhole 33 39 10, EA 32 $5,569.69 $178,230.08 33 39 20 26 3339.1002 4' Drop Manhole 33 39 10, EA 1 $12,730.60 $12,730.60 33 39 20 27 3339.1003 4' Extra Depth Manhole 3339 10, VF 114 $221.41 $25,240.74 33 39 20 28 9999,0001 Deep Trench Backfill 00 00 00 LF 441 $46.55 $20,528.55 29 9999,0002 Connect to Existing Drop MH 00 00 00 EA 2 $8,008,44 $16,016.88 30 9999.0003 Connect to Existing 8" S.S. 00 00 00 EA 1 $1.230,71 $1,230.71 31 9999.0004 Connect to Existing 10" S.S. 00 00 00 EA 2 $2,234.87 $4,469.74 Sanitary Sewer Subtotal $1,231,595.22 CITY OF FORT WORTrr TrAiti"n Pha 9A STANDARD CONSTRUCTION BID PROPOSAL: ❑EVEI.OPF.R AWARDED PROJECTS City Project A105255 I-Re,iiai J-y 29.2070 00 42 43_dPNp..I SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition Phase 9A, City Project ft 105255 UNIT PRICE BID Project Item Information L.H. Lacy Bidlist I Description Specification I Unit of I Bid Unit Price Bid Value Item Section No, Measure Quantity Storm Drain Facilities 32 0241.0800 Remove Rip Rap 02 41 13 SY 12 $48,25 $579.00 33 0241,4401 Remove Ex. Headwall 0241 14 EA 1 $852,96 $852.96 34 0241.3021 Remove 42" Storm Line 0241 14 LF 26 $32,55 $911.40 35 3137.0102 Large Stone Riprap, dry 31 3700 SY 74 $196.00 $14,504.00 36 3137.0104 Medium Riprap, dry 313700 SY 1,500 $140.00 $210,000.00 37 3305.0109 Trench Safety 33 05 10 LF 5,580 $0.63 $3,515.40 38 3306.0112 Concrete Collar 33 05 17 EA 10 $810.92 $8,109.20 39 3341.0201 21" RCP, Class III 3341 10 LF 835 $86.59 $72,302.65 40 3341.0205 24" RGP, Class 111 3341 10 LF 573 $94.18 $53,965.14 41 3341.0208 27" RCP, Class III 3341 10 LF 417 $108.26 $45,144.42 42 3341.0302 30" RCP, Class III 3341 10 LF 438 $119.70 $52,428.60 43 3341.0309 36" RCP, Class 1[[ 3341 10 LF 636 $160.80 $102.268.80 44 3341.0402 42" RCP, Class ill 3341 10 LF 467 $212.70 $99,330.90 45 3341.0409 48" RCP, Class 111 3341 10 LF 588 $257.70 $151,527.60 46 3341.1201 5x3 Box Culvert 3341 10 LF 554 $409.22 $226,707.88 47 3341.1501 8x4 Box Culvert 3341 10 LF 581 $686.71 $398,978.51 48 3341.1601 9x4 Box Culvert 3441 10 LF 491 $794.75 $390,222.25 49 3349.0001 4' Storm Junction Box 33 49 10 EA 3 $5,880.00 $17,640.00 50 3349.0002 5' Storm Junction Box 33 49 10 EA 3 $8,232.00 $24,696,00 51 3349.0101 3' Round Manhole Riser 33 49 10 EA 4 $4,256.00 $17,024.00 52 3349,4104 21" SET, 1 pipe 33 49 40 EA 2 $2,240.00 $4,480.00 53 3349.4105 24" SET, 1 pie 33 49 40 EA 1 $2,464.00 $2,464.00 54 3349.4109 36" SET, 1 pipe 33 49 40 EA 1 $3.360.00 $3,360.00 55 3349.5001 10' Curb Inlet 33 49 20 EA 9 $7,280.00 $65,520,00 56 3349,5002 15'CurbInlet 334920 EA 16 $9,688.00 $155,008.00 57 3349.7001 4' Drop Inlet 33 49 20 FA 6 $7,000.00 $42,000,00 58 9999.0001 Connect to Exisiting RCP 00 00 00 EA 1 $1,174.96 $1,174.96 59 9999.0002 Parallel Headwall, 2 - 5' x T Boxes 00 00 00 EA 1 $21,280.00 $21,280.00 60 9999.0003 4' x 14' Storm Junction Box 00 00 00 EA 2 $27.048.00 $54,096.00 Storm Drain Subtotal $2,240,091.67 Water/Sanitary SewerlStorm Drain Facilities Subtotal $4,454,969.881 Bid Summary WaterlSanitary SewerlStorm Drain Facilities Subtotal I Total Bid $4,454,969.881 This bid is submitted by the entity listed below: Company: L.H. Lacy Company, Ltd. By: Street Address: 1880 Crown Dr. Suite 1200 City, State, Zip Code: Dallas, TX 75234 - - Phone: 214-357-0146 Sign TiNe: Pnf'4eo�- ( Cl�C:4 Date: 5 � O pp/ zl Contractor agrees to complete WORK for FINAL ACCEPTANCE within [85 working days niter tiie d"le when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION CnYOFFORTWORTH Tradition Phv 9A STANDARD CONSTRUCTION BID PROPOSAL -DEVELOPER AWARDED PROJECTS City Pr jca 9LO5255 Form Re6vd Ja-y 29,2020 004247 Hid Pr"I COMPLETION AGREEMENT — SELF FUNDED This Completion Agreement ("Agreement"), is made and entered into by and between the City of Fort Worth, ("City") and HT HWY 114 Development LP, a Texas limited partnership, authorized to do business in Texas, ("Developer"), effective as of the last date executed by a Party hereto. The City and the Developer may collectively be called the "Parties". WITNESSETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 49.775 acres of land located in the City, the legal description of which tract of real property is marked Exhibit "A" — Legal Description, attached hereto and incorporated herein for all purposes, ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat FP-24-116; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development, Tradition Phase 9A for Water, Sewer, Storm Drain, Paving and Street Lights ("Improvements"); and WHEREAS, the City has required certain assurances that the Developer will cause to be constructed to City standards the Improvements pursuant to the Community Facilities Agreement; and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed by and between City and Developer as follows: 1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for this Agreement and they are incorporated into this Agreement for all purposes. 2. The Completion Amount. The City and the Developer agree that the Hard Costs (as shown on Exhibit `B") required to complete the Community Facilities in the aggregate should not exceed the sum of Four Million, Four Hundred Fifty -Four Thousand, Nine Hundred Sixty -Nine Dollars and Eighty -Eight Cents ($4,454,969.88), hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Community Facilities may vary as a result of change orders agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the Completion Amount as used City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 1 of 13 herein. City hereby waives the requirement for developer to deposit a financial guarantee of 100% of the Hard Costs under the CFA Policy. 3. Completion by the Developer. The Developer agrees to complete the Community Facilities and pay all Hard Costs in accordance with City standards, the CFA, the Plat, and the Plans as approved by the City. For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Community Facilities pursuant to Section 6, hereof. 4. Satisfaction of the 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 Financial Guarantee, as described in the CFA Policy, or other requirements for security in connection with the development of the Property and the completion of the Community Facilities that are contained in the CFA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants contained herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. 5. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Community Facilities; or (b) mutual written agreement of the Parties. 6. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Community Facilities are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been paid, including but not necessarily limited to lien waivers and bills paid affidavits, the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 7. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Community Facilities the following: A. A statement that the City is not holding any security to guarantee any payment for work performed on the Community Facilities; B. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; C. A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property; and City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 2 of 13 D. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in (a), (b) and (c) above. 8. Miscellaneous. A. Non -Assignment of Agreement. This Agreement may not be assigned by any of the Parties without the prior written consent of all the other Parties. B. Notice. Any notice required or permitted to be delivered under this Agreement shall be deemed received on actual receipt by the appropriate party at the following addresses: (i) Notice to the City shall be addressed and delivered as follows: City of Fort Worth Planning & Development Department 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Rebecca Owen, Development Manager Email: Rebecca.Owen@fortworthtexas.gov Confirmation Number: 817-392-7810 and/or CFA Division Email: CFA(a,fortworthtexas.sov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attention: Richard A. McCracken Sr. Assistant City Attorney Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: HT HWY 114 Development LP 2700 Commerce Street, Suite 1600 Dallas, TX 75226 A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 3 of 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. Leaal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. F. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the Parties with respect to the subject matter hereof and supersedes any prior understandings or written or oral agreements among the Parties concerning the subject matter hereof. G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to this Agreement. H. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 4 of 13 Executed in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH: DEVELOPER: [signature on following page] 7>c l3cor .'14 i Dana Burghdoff (Aug , 2024 CDT) Dana Burghdoff Assistant City Manager Date: Aug 20, 2024 Approved as to Form & Legality: Richard McCracken (Aug 20, 202415:59 CDT) Richard A. McCracken Sr. Assistant City Attorney M&C: N/A Date: Aug 20, 2024 ATTEST: A .� Jannette Goodall City Secretary City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 5 of 13 DEVELOPER HT HWY 114 DEVELOPMENT LP By: HT Hwy 114 Development LLC, its general partner By: HT Hwy 114 LP, its sole member By: Hines Hwy 114 LLC, its general partner By: Hines Hwy 114 Associates LP, its sole member By: Hines Investment Management Holdings Limited Partnership, its general partner zbert(Aug 20, 202408:43 CDT) Robert W. Witte Senior Managing Director Date: Aug 20, 2024 Acknowledged by: Dustin Davidson Dustin Davidson (Aug 20, 202407:34 CDT) Dustin Davidson Managing Director City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 6 of 13 LIST OF EXHIBITS ATTACHMENT "1"- CHANGES TO STANDARD AGREEMENT EXHIBIT A - LEGAL DESCRIPTION EXHIBIT B - APPROVED BUDGET City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 7 of 13 ATTACHMENT "1" Changes to Standard Agreement Self -Funded Completion Agreement None. City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 8 of 13 EXHIBIT A LEGAL DESCRIPTION OWNER'S STATEMENT All that certain lot, tract, or parcel of land, situated in a portion of the James Cheshier Survey, Abstract No. 225, Denton County, Texas, being part of a certain called 46.692 acre tract described in a deed to Brookfield Holdings (Wildflower) LLC recorded in Document No. 2023-103474 of the Deed Records of Denton County, Texas (DRDCT) and being part of that certain called 273.95 acre tract described as Tract 1 in a deed to HT HWY 114 Land LP recorded in Document No.2019-131818 (DRDCT), and being more completely described as follows, to -wit: COMMENCING at a 1/2" iron rod found in asphalt for the Southeast corner of said 273.95 acre tract, the Southwest corner of a called 10.546 acre tract described in a deed to Marcos Valenzuela in Document No. 2014-15723 (DRDCT), being in the North line of Tradition Central, Phase 2A recorded in Document No. 2022-214 of the Plat Records of Denton County, Texas (PRDCT) and being in the approximate centerline of Same Reynolds Road (variable width right-of-way); THENCE North 89 deg. 59 min. 01 sec. West along the North line of said Tradition Central, Phase 2A, the South line of said 273.95 acre tract, and the approximate centerline, at 782.25 feet pass a P.K. nail found with washer stamped "GOODWIN & MARSHALL" for the Northwest corner of said Tradition Central, Phase 2A and the Northeast corner of Winding Meadows Drive recorded in Document No. 2021-87 (PRDCT), continue along said South line, the North line of said Winding Meadows Drive, and said approximate centerline at 952.25 feet pass a P.K. nail found with washer stamped "GOODWIN & MARSHALL" for the Northwest Corner of said Winding Meadows Drive and the Northeast corner of Tradition Central, Phase 3A.1 recorded in Document No. 2021-474 (PRDCT), continue along the North line of said Tradition Central, Phase 3A.1, said South line and approximate centerline, at 1,151.09 feet pass a P.K. nail found with washer stamped "GOODWIN & MARSHALL" for the Northwest corner of said Tradition Central, Phase 3A.1 and the Northeast corner of Tradition Central, Phase 3A.2 recorded in Document No. 2023-251 (PRDCT), continue along the North line of said Tradition Central, Phase 3A.2, said South line and approximate centerline a total distance of 1,182.25 feet to a P.K. nail set with washer stamped "GMCIVIL", said point being the TRUE POINT OF BEGINNING; THENCE North 89 deg. 59 min. 01 sec. West along said South line, approximate centerline, said North line, and along the City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 9 of 13 North line of a called 21.719 acre tract described as Tract 2 to Toll Southwest LLC recorded in Document No. 2022-82068 (DRDCT), a distance of 1,575.54 feet to a P.K. nail found for the Southwest corner of said 273.95 acre tract, the Northwest corner of said 21.719 acre tract, and being in the East line of a called 345.35 acre tract described in a deed to Barry S. Eaton recorded in Document No. 2022-167450 (DRDCT); THENCE North 00 deg. 12 min. 20 sec. West along said East line, the West line of said 273.95 acre tract and approximate centerline, a distance of 2,049.72 feet to a P.K. nail set with washer stamped "GMCIVIL", from which a railroad spike for an ell corner of said 273.95 acre tract and the Northeast corner of said 345.35 acre tract bears North 00 deg. 12 min. 20 sec. West - 733.24 feet; THENCE North 89 deg. 47 min. 40 sec. East departing said East and West lines and approximate centerline, a distance of 30.00 feet to a 1/2" capped iron rod set stamped "GMCIVIL", hereinafter referred to as a 1/2" capped iron rod set; THENCE South 45 deg. 12 min. 20 sec. East, a distance of 14.14 feet to a 1/2" capped iron rod set for the Northwest corner of said 46.692 acre tract; THENCE North 89 deg. 47 min. 40 sec. East along the North line of said 46.692 acre tract, a distance of 144.00 feet to a 1/2" capped iron rod set; THENCE North 44 deg. 47 min. 40 sec. East along said North line, a distance of 14.14 feet to a 1/2" capped iron rod set; THENCE North 89 deg. 47 min. 40 sec. East along said North line, a distance of 50.00 feet to a 1/2" capped iron rod set for an ell corner of said 46.692 acre tract; THENCE in a southerly direction along an East line of said 46.692 acre tract, the following nine (9) courses: South 00 deg. 12 min. 20 sec. East, a distance of 245.65 feet to a 1/2" capped iron rod set; South 45 deg. 05 min. 40 sec. East, a distance of 14.17 feet to a 1/2" capped iron rod set; South 00 deg. 12 min. 20 sec. East, a distance of 50.00 feet to a 1/2" capped iron rod set; South 44 deg. 54 min. 20 sec. West, a distance of 14.11 feet to a 1/2" capped iron rod set; South 00 deg. 12 min. 20 sec. East, a distance of 230.00 feet to a 1/2" capped iron rod set; City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 10 of 13 South 45 deg. 05 min. 40 sec. East, a distance of 14.17 feet to a 1/2" capped iron rod set; South 00 deg. 12 min. 20 sec. East, a distance of 50.00 feet to a 1/2" capped iron rod set; South 44 deg. 54 min. 20 sec. West, a distance of 14.11 feet to a 1/2" capped iron rod set; South 00 deg. 12 min. 20 sec. East, a distance of 115.00 feet to a 1/2" capped iron rod set at an ell corner of said 46.692 acre tract; THENCE South 89 deg. 59 min. 01 sec. East along a North line of said 46.692 acre tract, a distance of 463.48 feet to a 1/2" capped iron rod set at an ell corner of said 46.692 acre tract; THENCE South 00 deg. 00 min. 59 sec. West along an East line of said 46.692 acre tract, a distance of 102.09 feet to a 1/2" capped iron rod set at an ell corner of said 46.692 acre tract; THENCE South 89 deg. 59 min. 01 sec. East along a North line of said 46.692 acre tract, a distance of 50.00 feet to a 1/2" capped iron rod set for a Point of Curvature of a non -tangent circular curve to the right, having a radius of 55.00 feet, a central angle of 79 deg. 46 min. 40 sec., and being subtended by a chord which bears South 15 deg. 17 min. 07 sec. West - 70.54 feet; THENCE in a southerly direction along an East line of said 46.692 acre tract and said curve to the right, at a distance of 39.91 feet pass an ell corner of said 46.692 acre tract, continue along said curve to the right a total distance of 76.58 feet to a 1/2" capped iron rod set; THENCE South 34 deg. 49 min. 33 sec. East non -tangent to said curve, a distance of 152.13 feet to a 1/2" capped iron rod set; THENCE South 89 deg. 59 min. 01 sec. East, a distance of 56.66 feet pass an ell corner of said 46.692 acre tract, continue along a North line of said 46.692 acre tract a total distance of 324.78 feet to a 1/2" capped iron rod set; THENCE North 59 deg. 55 min. 55 sec. East along said North line, a distance of 46.05 feet to a 1/2" capped iron rod set; THENCE North 67 deg. 14 min. 15 sec. East along said North line, a distance of 63.81 feet to a 1/2" capped iron rod set; City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 11 of 13 THENCE North 54 deg. 37 min. 10 sec. East along said North line, a distance of 113.77 feet to a 1/2" capped iron rod set for the most easterly Northeast corner of said 46.692 acre tract, said point being a Point of Curvature of a non -tangent circular curve to the left, having a radius of 1,065.00 feet, a central angle of 00 deg. 17 min. 10 sec., and being subtended by a chord which bears South 39 deg. 54 min. 58 sec. East - 5.32 feet; THENCE in a southeasterly direction along an East line of said 46.692 acre tract the following eight (8) courses: Continue in a southeasterly direction along said curve to the left, a distance of 5.32 feet to a 1/2" capped iron rod set; South 40 deg. 03 min. 26 sec. East tangent to said curve, a distance of 361.28 feet to a 1/2" capped iron rod set; South 04 deg. 56 min. 26 sec. West, a distance of 14.14 feet to a 1/2" capped iron rod set; South 39 deg. 58 min. 06 sec. East, a distance of 50.00 feet to a 1/2" capped iron rod set; South 84 deg. 32 min. 10 sec. East, a distance of 14.01 feet to a 1/2" capped iron rod set for a Point of Curvature of a non -tangent circular curve to the right, having a radius of 945.00 feet, a central angle of 38 deg. 43 min. 35 sec., and being subtended by a chord which bears South 19 deg. 20 min. 48 sec. East - 626.64 feet; Continue in a southerly direction along said curve to the right, a distance of 638.73 feet to a 1/2" capped iron rod set; South 00 deg. 00 min. 59 sec. West tangent to said curve, a distance of 148.24 feet to a 1/2" capped iron rod set for the northerly corner of a corner clip of said 46.692 acre tract; South 45 deg. 00 min. 59 sec. West along said corner clip, a distance of 14.14 feet to a 1/2" capped iron rod set for the southerly corner of said corner clip; THENCE North 89 deg. 59 min. 01 sec. West along the South line of said 46.692 acre tract, a distance of 240.00 feet to a 1/2" capped iron rod set; THENCE South 00 deg. 00 min. 59 sec. West departing said South line, a distance of 55.00 feet to the POINT OF BEGINNING, containing 2,168,212 square feet or 49.775 acres of land, more or less. City of Fort Worth, Texas Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 12 of 13 Section I Water Sewer Section II Interior Streets Storm Drains Section III Street Lights TOTAL City of Fort Worth, Texas EXHIBIT B APPROVED BUDGET $983,282.99 $1,231,595.22 $0 $2,240.091.67 $0 $4,454,969.88 Standard Completion Agreement — Self -Funded Revised 08.18.2022 DH CFA Official Release Date: 07.01.2015 Page 13 of 13