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HomeMy WebLinkAboutContract 63521Received Date: 06/24/2025 Received Time: 5 : 04 p.m. Developer and Project Information Cover Sheet: Developer Company Name: Spur Wildflower Development, L.P. Address, State, Zip Code: 8433 Enterprise Circle, Suite 100 Lakewood Ranch, FL 34202 Phone & Email: 941-388-0707 1 jbrian@starwoodland.com Authorized Signatory, Title: John Brian, Authorized Signatory Project Name: Tradition Phase 3D Brief Description: Water, Sewer, Drainage, Paving and Street Lights Project Location: 114 & Sam Reynolds Rd Plat Case Number: FP-24-078 Plat Name: Tradition Phase 3D Council District: ETJ Phased or Concurrent None Provisions: CFA Number: 25-0090 City Project Number: 105633 1 IPRC24-0132 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 17 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 63521 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 Spur Wildflower Development, L.P. ("Developer"), acting by and through its duly authorized representative. City and Developer are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Tradition Phase 3D ("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: OFFICIAL RECORD I. CITY SECRETARY CIA Ordinance FT. WORTH, TX 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 City of Fort Worth, Texas Page 2 of 17 Standard Community Facilities Agreement Rev. 9/21 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 B: Sewer © Exhibit C: Paving ® Exhibit D: Storm Drain ❑X Exhibit E: Street Lights & Signs ❑ Exhibit F: Traffic Signal & Striping The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, B, C, D, E, F, 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 City of Fort Worth, Texas Page 3 of 17 Standard Community Facilities Agreement Rev. 9/21 Developer has provided the City with a financial guarantee in the form of a development bond covering the paving and street light Improvements and a completion agreement covering the water, sewer and storm drain Improvements, which guarantee the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 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; City of Fort Worth, Texas Page 4 of 17 Standard Community Facilities Agreement Rev. 9/21 (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. (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. City of Fort Worth, Texas Page 5 of 17 Standard Community Facilities Agreement Rev. 9/21 (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 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, BROUGHTFOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCL UDING 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 City of Fort Worth, Texas Page 6 of 17 Standard Community Facilities Agreement Rev. 9/21 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 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. City of Fort Worth, Texas Page 7 of 17 Standard Community Facilities Agreement Rev. 9/21 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 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. City of Fort Worth, Texas Page 8 of 17 Standard Community Facilities Agreement Rev. 9/21 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 Services Contract Management Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 DEVELOPER: Spur Wildflower Development, L.P. 2700 Commerce Street, Suite 1600 Dallas, Texas 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 City of Fort Worth, Texas Page 9 of 17 Standard Community Facilities Agreement Rev. 9/21 provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the 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 City of Fort Worth, Texas Page 10 of 17 Standard Community Facilities Agreement Rev. 9/21 The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would 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 2276 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2 and redesignated from Chapter 2274 of the Texas Government Code by Acts 2023, 88th Leg., R.S., H.B. 4595 section 24.001(22), 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 2276 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2 and redesignated from Chapter 2274 of the Texas Government Code by Acts 2023, 88th Leg., R.S., H.B. 4595 section 24.001(22). To the extent that Chapter 2276 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 City of Fort Worth, Texas Page 11 of 17 Standard Community Facilities Agreement Rev. 9/21 Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 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. City of Fort Worth, Texas Page 12 of 17 Standard Community Facilities Agreement Rev. 9/21 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 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 17 Standard Community Facilities Agreement Rev. 9/21 Project Name: Tradition Phase 3D CFA No.: 25-0090 Items A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total 36. Cost Summary Sheet City Project No.: 105633 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: Developer's Cost $ 482,448.00 $ 757,907.00 $ 1,240,355.00 IPRC No.: 24-0132 $ 940,795.36 $ 293,813.00 $ 128,276.36 $ 1,362,884.72 $ 2,603,239.72 $61,425.00 $8,819.20 $675.00 $ 70,919.20 Financial Guarantee Options, choose one Bond = 100% (Paving and Street Lights) $ Completion Agreement = 100% / Holds Plat (Water, Sewer & Storm Drain) $ Choice Amount (Mark one 1,069,071.72 X 1,534,168.00 X City of Fort Worth, Texas Page 14 of 17 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 Spur Wildflower Development, L.P., cvl�l a Delaware limited partnership Jesica McEachern By: Spur Wildflower Development GP, L.L.C., Assistant City Manager a Delaware limited liability company, 06/24/2025 its general partner Date: By: Spur Portfolio Holdings, L.P. Recommended by: a Delaware limited partnership its sole member CA04 . By: Spur Portfolio Holdings GP, L.L.C„ Dwayne Hollars a Delaware limited liability company, Sr. Contract Compliance Specialist its general partner Development Services By: Spur Ventures L.P., a Delaware limited partnership its sole member Approved as to Form & Legality: By: Spur Ventures GP, L.L.C., a Delaware limited liability company its general partner Jackson Skinner Assistant City Attorney John Brian M&C No. N/A Authorized Signatory Date: 06/24/2025 06/24/2025 Date: Form 1295: N/A Ad499pn a F FORr°n�a 000 o, o�op�d pis ATTEST: Contract Compliance Manager: A aana�tEXAgo4 Rooaa� By signing, I acknowledge that I am the person Jannette S. Goodall responsible for the monitoring and City Secretary administration of this contract, including ensuring all performance and reporting requirements. k2� Kandice Merrick Contract Manager OFFICIAL RECORD City of Fort Worth, Texas CITY SECRETARY Page 15 of 17 Standard Community Facilities Agreement FT. WORTH, TX 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 ❑ Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions ® Location Map ® Exhibit A: Water Improvements ® Exhibit B: Sewer Improvements ® Exhibit C: Paving Improvements ® Exhibit D: Storm Drain Improvements X❑ Exhibit E: Street Lights and Signs Improvements ❑ Exhibit F: Traffic Signal and Striping Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 16 of 17 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 105522 Negotiated Changes contained in the body of the Agreement City of Fort Worth, Texas Page 17 of 17 Standard Community Facilities Agreement Rev. 9/21 N W+E S F� ; SITE F 2 Hrgl may 114 � ��� Piled Middle i*jj, School Gone rlke Middig School TRADITION PHASIE 3D LOCATED I N CITY OF ]E®]E T W®JL,��j( T H , TEXAS MAPSCO NO.. 641 D, G, H, L, M ]PREPARED FOR: Hines 2700 Commerce Street, Suite 1600 Dallas, TX 75226 (972) 716-2900 Y, 2025 PREPARED BY: GMcivil Engineering & Surveying 2559 SW Grapevine Pkv y, Grapevine, T.... 76051 817-329-4373 TzEng Firm # F-2944 1 TxS— Frt # 10021700 TRADITION PHASE 3D WATER EXHIBIT "A' GL CPN:105633 1 CgIV AfAPLe �i O 3�2 BLOCK AD 4 3 00000 < 05� 1 Q► V W / 2 / 61Q 1 2 at N __ N O 4 5 6, W 3 16 15 14 7 24 VINO �1 1 11 1 9 ZS W STREET 6 IC m 2XR j a7 ¢ BLOCK 00 - M C 1 2 3 4 �7 8 v 5 6 9 O O 12 11 10 �ra Z IS 9 8 7 10 y_VV L RI E 11 12 �8�17 16 15 14 13 N W+E 3 SCALE: 1" = 300' PREPARED FOR: Hines 2700 Commerce Street, Suite 1600 Dallas, TX 75226 (972) 716-2900 E INF HA lA E= SAM REYNOLDS ROAD 4 B 01 / 41 42 4: A E SI 40 39 f Lu1 V338 Z 22 7 :11 3 �36 4 35 ~ 5 34 m 6 _33 Z 7 32 M 8 31 9 A ICPN:1 46 E m 15 14 13 12 L tt12" WATER LINE EX. INFRASTRUCTURE PHASE 1A (CPN:102508) 35 34 33 32 v 3 30 p 2910, 28 27 — — — 26 2s 24 TFT PROPOSED WATER LINE (8" TYPICAL) W EXISTING/T.B.C. WATER LINE (8" TYPICAL) PREPARED BY: GMcivil Engineering & Surveying 25595W Grapevine Pkwy, Grapevne, Texas 76051 817-329-4373 TxEng Firm # F2944 1 Txsury Firm # 10021700 E:\10720 — Tradition\Plans\CFA\Phase 3D\Tradition 3D CFA.dwg Thu May 15 2025 08:38 TRADITION PHASE 3D SEWER EXHIBIT "B" CPN: 105633 2 1 - cANypN M J�3�AV 2 eLocK 4 �RRQAI) 3 v51 \ 6� 1 BIJgN Lq 2 3 4 E 24" S.S. 16 IS O K 5 6 7 fEX.INFRASTRUCTUR, C 14 1° 1 11 1 9 (CPN:102307).. E STREET \S 2XR 3 4 5 6 rc BLOCK 00 C !: j 2 3 4 5 108 O!' 12 Il 6 �9Q IY ( S �0 9 8 7 10 W � RI E 11 � e8 17 12 16 15 14 13 N W*E S SCA-LE: P = 3001 PREPARES) FOR: Hines 2700 Commerce Street, Suite 1600 Dallas, TX 75226 (972) 716-2900 2XR S S-- 24" S.S. 24" S.S. EX. INFRASTRUCTURE (CPN:102307) SAM REYNOLDS ROAD 47X', B O K / 42 4 4 45 46 8" S.S. 41 EX. INFRASTRUCTURE A ENS AVENUE PHASE lA (CPN:102508) 40 a 35 39 W 1 19 34 38 Z 2 18 > 33 37 3 m17p 320 � 36 4 �e 16 31 D �' 35 F 5 O 15 300 34 %6 m14 29 33 Z 7 13 28 32 m 8 12 27 31 9 11 26 — — 10 25 24 8" .S. EXI T 2 ( PH S 2 PN 10 14 PROPOSED SEWER LINE (8" S.S. TYPICAL) S EXISTING/T.B.C. SEWER LINE (8" TYPICAL) PREPARED BY: GMcivil Engineering & Surveying 2559 SW Grapevine Pkwy, Grapevine, Texas 76051 617-329-4373 TxEng Firm # F-2944 I TxS— Frm # 10021700 E:\10720 — Tradition\Plans\CFA\Phase 3D\Tradition 3D CFA.dwg Thu May 15 2025 08:39 TRADITION PHASE 3D PAVING EXHIBIT "C" CPN: 105633 8 1 2 ANyON M APSE J 3�Iv 2 4, BLOCK G, 3 QQQQQ SOdC h iANE` 2XR BLOCK 00 N W+E S SCALE. fit° = 300' E .INFRASTRUCTURE / HASE 1 A (CPN: 26316) ROAD 21 \ 16 15 Q 4 5 6 7 VINO 14 1 1 1 1 1 9 S REET O 1 2 3 4151 6 ;. C 12 11 SS 10 9J y r��.•:; . S I L DRIVE ; 18 �17 16 15 14 2XR PREPARED FOR: Hines 2700 Commerce Sheet, Suite 1600 Dallas, TX 75226 (972) 716-2900 3 5 '• f . PROPOSED 29' B-B ROADWAY w/ 50' R.O.W. 6' PCC PAVEMENT . w/ 6" LIME -STABILIZED SUBGRADE OADA RAMPS PER THIS CONTRACT SAM REYNOLDS ROAD 42I 4 4� 4 46 /41 \A ENS V N E 40 39 w 1 19 38 :.'• Z 2 Lu 18 Q �/ .- 3 w 17 p F36 a 4 k 16 14 12 5 015d m 34 w 6 14 a' 33 Z 7 13 32 :; m 8 12 31 9 11 EX. INFRASTRUCTURE PHASE 1 A (CPN: 26316) 35 34 33 32 31300 29 28 27 26 10 25 24 EX. INFR PHASE lA (C N: 6 16) \\ ® SIDEWALK BY HOMEBUILDER EXISTNG SIDEWALK SIDEWALK PER THIS CONTRACT PREPARED BY: GMcivil Engineering & Surveying 2559 SW Grapevine P", Grapevine, T...s 76051 817-329-4373 T.Eng Frm # F-2944 1 T,5— Frm # 10021700 E:\10720 — Tradition\PIans\CFA\Phase 3D\Tradition 3D CFA.dwg Thu May 15 2025 08:39 1 2 TRADITION P1 ASE 3D �-� STORM DRAIN EXHIBIT "D" CPN:105633 EX.INFRAST U TUR (CPN:1025 Cq I MAP 2 4X `E ROAD / 3 BLOCK �' \ QQQQQ 1 � 2 3 4 5 2XR j "I 7 BLOCK 00 C 1 2 3 4 5, 6 r Op 12 11 10 9 W S 9 8j7 10 H � R► E ' 11 12 \ 18 17 16I15' 14 13 N W*E S SCALE. P = 300' PREPARED FOR: Hines 2700 Commerce Street, Suite 1600 Dallas, TX 75226 (972) 716-2900 EX. INFRASTRUCTURE PHASE 1 A (CPN: 102508) SAM REYNOLDS ROAD i 47X BLOCK 41 42 4 4 4 46 A E V N E 40 I_ 35 39 iu 1 19 34 38 Z 2 18 > 33 37 > 3 m 17 p 3200 36 4 W16a C 28 27 26 RA TR 1 (C PROPOSED STORM DRAIN EXISTING/T.B.C. STORM DRAIN PREPARED BY: JRE 0 50 ) GMcivit Engineering & Surveying 25595W Grapevine Pkwy, Grapevine, Texas 76051 817-329-4873 TxEng Firm % F-29" I T.S— Firm k 10021700 E:\10720 — Tradition\PIans\CFA\Phase 3D\Tradition 3D CFA.dwg Thu May 15 2025 08:58 TRADITION PHASE 3D STREET ]LIGHT &z SIGNS EXHIBIT " E" CPN: 105633 )/ l'. EX INFRASTRUCTURE 8 — � � PI.7�AS lA (CPN:102508) 1 _ qN �� 2 S'Oly M J Q�v� "' / I 2 sL cKc� RQ40 LO TED ST. LT. 4 3 QQQQQ 6� 1 gIJgN 2 2 3 4 E 3 0 5 16 6 15 T 7 rC4 VllyC 14RE 1 11 1 9 ZLA S lg E b x 2XR _ H 7 cc BLOCK 00 G I I 1 2 4 A� S v 3 5 I 12 Il 6 !L9 0 W 9 8 7 10 Mi SOCIAL RI E 1 1 12 18 17 16 15 14 13 \ 2XR N W+E r S SCALE P = 300' PREPARED FOR: Hines 2700 Commerce Street, Suite 1600 Dallas, TX 75226 (972) 716-2900 EX. INFRASTRUCTURE — PHASE 1 A (CPN:102508) SAM REYNOLDS ROAD 47X B O K � j \41 42 4 4 4 46/ AVENS AVENUE 40 t' r �, 35 39 Lo 1 19 34 38 Z 2 18 33 37 3 m 170 32 v 36 4 6 31�0 35 5 O IS = m 3 p 34 14 29 33 VW8 13 ZF 28 32 12 g 27 31 q 11 26 . 10 1 25 24 EX. INFRASTR U E PHASE 2A (CP X. INiFR S R CT PHASE lA (CPN:102508) PROPOSED STREET LIGHT T.B.C. STREET LIGHT - PROPOSED STREET NAME SIGN PREPARED BY: GMcivil Engineering L Surveying 2559 SW Grapevine P", Grapevine, Texas 76051 811-329-4313 TxEng Firm # F-2944 I TxSury Firm # 10021700 E:\10720 — Trod ition\Plans\CFA\Phase 3D\Tradition 3D CFA.dwg Thu May 15 2025 08:51 UNIT PRICE BID Bidlist Item SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition Phase 3D, City Project 4105633 Project Item Information Description Water Facilities 1 3305.0003 8" Waterline Lowering 2 3305.0109 Trench Safety 3 3305.1003 20" Casing By Open Cut 4 3311.0001 Ductile Iron Water Fittings wt Restraint 5 3311.0241 8" PVC Water Pipe 6 3312.0001 Std. Fire Hydrant Assembly wl 6" Gate Valve & Valve Box 7 3312.0117 Connection to Existing 4"-12" Water Main 8 3312.2003 1" Water Service (Domestic) 9 3312.3003 8" Gate Valve & Valve Box 10 9999.0001 Sawcut, Remove, & Replace 8" Concrete Pavement 11 9099.0002 8" x 8" Cut -in Tee Water Subtotal Sanitary Sewer Facilities 12 3301.0002 Post -CCTV Inspection 13 3301.0101 Vacuum Test Manholes 14 3305.0109 Trench Safety 15 3306.0112 Concrete Collar 16 3305.0113 Trench Water Stops 17 3305.1003 20" Casing By Open Cut 18 3305.1007 42" Casing By Open Cut 19 3331.3101 SDR-26 4" Sewer Services 20 3331.4115 8" SDR-26 PVC Sewer Pipe 21 3331.4116 8" PVC Sanitary Sewer Pipe wl CSS Backfill 22 3331.4119 8" DIP Sewer Pipe 23 3331.4120 8" DIP Sewer Pipe, CSS Backfill 24 3331.4317 24" SDR-26 PVC Sewer Pipe 25 3331.4321 24" DIP Sewer 26 3339,1001 4' Std. Dia. Manhole 27 3339.1101 5' Manhole 28 3339.1003 4' Extra Depth Manhole 29 3339.1103 5' Extra Depth Manhole 30 0241.2021 Remove 24" Sewer Line 31 0241.2202 Remove 5' Sewer Manhole 32 3339.0001 Epoxy Manhole Liner 33 9999.0001 Connect to Existing 8" S.S. 34 9999.0002 Bypass Pumping Sanitary Sewer Subtotal Specification I Unit of Sid Section No. I Measure I Quantity 3305 12 EA 5 3305 10 LF 3,712 33 05 22 LF 5 33 11 11 TON 1.0 331110, 3311 12 LF 3,712 33 12 40 EA 4 33 1225 EA 2 33 12 10 EA 80 361210 EA 11 00 00 00 SY 123 00 00 00 EA 2 3301 31 LF 3858 3301 30 EA 24 33 05 10 LF 3858 33 05 17 FA 4 33 05 15 EA 9 33 05 22 LF 15 33 05 22 LF 20 3331 50 EA 75 3311 10, 3331 12, LF 2855 3331 20 33 11 10, 3311 12 LF 142 3311 10 LF 62 3311 10 LF 19 33 11 10. 33 31 13, 3331 LF 398 20, 33 31 21 331110 LF 382 33 39 10, 33 EA 20 3920 33 39 10, 33 FA 4 3920 32 39 10, 33 39 20 VF 39 33 39 10, 33 3920 VF 41 0241 14 LF 704 0241 14 EA 1 33 39 60 VF 77 00 00 00 FA 2 00 00 00 LS 1 Bidder's Proposal Unit Price I Bid Value $10,300.00 $51,500.00 $2.00 $7.424.00 $250.00 $1,250.00 $15,000.00 $15,000,00 $52.00 $193,024,00 $7.350.00 $29,400,00 $1,250.00 $2,500.00 $1,420.00 $113,600.00 $3,275.00 $36,025.001 $175.00 $21,525.00 $5,600.00 $11,200.00 $482,448.00 $3.00 $225.00 $11,574.00 $6,400.00 $2.00 $7,716.00 $350.00 $1,400.00 $360.00 $3,150.00 $250.00 $3,750.00 $500.00 $10,000.00 $1,150.00 $86,250.00 $58.00 $165,590,00 $71.00 $148.00 $10,082.00 $9,176.00 $160.00 $3,040.00 $168.00 $66,864.00 $385.00 $147,070.00 $5,200.00 $104,000.00 $10,100.00 $40,400.00 $350.00 $13,650.00 $500.00 $20.500,00 $0.00 $0.00 $2,500.00 $2,500,00 $335.00 $25,795.00 $1,250.00 $2,500.00 $17,500.00 $17,500.00 $767,907.00 UNIT PRICE BID Bidlist Item SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition Phase 3D, City Project ff 105633 Project Item Information Description Bidder's Proposal Specification I Unit of I Bid Section No. Measure Quantity Unit Price Bid Value Storm Drain Facilities 35 3305.0109 Trench Safety 33 05 10 LF 1,148 $2.00 $2,296.001 36 3137.0104 Medium Stone Rirap 31 3700 SY 200 $205.00 $41,000.001 37 3305.0112 Concrete Collar 33 05 17 EA 4 $750.00 $3,000.00 1 38 3341.0201 21" RCP, Class 111 3341 10 LF 65 $76.00 $4,940.001 39 3341.0205 24" RCP, Class 111 3441 10 LF 170 $87.00 $14,790.001 40 3341.0208 27" RCP, Class III 3341 10 LF 27 $103.00 $2,781.001 41 3341.0309 36" RCP, Class 111 3341 10 LF 320 $138.00 $44,160.001 42 3341.0402 42" RCP, Class 111 3241 10 LF 566 $181.00 $102,446.001 43 3349.0001 4' Storm Junction Box 3249 10 EA 1 $6,050.00 $6,050.001 44 3349,0002 5' Storm Junction Box 3349 10 EA 2 $7,850.00 $15,700.001 45 3349.5001 10' Curb Inlet 33 49 20 EA 4 $6,150.00 $24,600.001 46 3349.5002 15' Curb Inlet 32 49 20 EA 3 $7,250.00 $21,750.001 47 9999.0001 42" Sloped End Headwall 00 00 00 EA 1 $7,800.00 $7,800.001 48 9999.0003 Remove & Replace 5' Gravel Trail 00 00 00 LF 25 $100.00 $2,500.001 Storm Drain Subtotal $293,813.001 Water/Sanitary Sewer/Storm Drain Facilities Subtotal 1 $1,534,168.001 Bid Summary Water/Sanitary Sewer/Storm Drain Facilities Subtotal $1,634,168.00 Total Bid I $1,534,168.00 This bid is submitted by the entity listed below, Company: Bluestar Materials 11, LLC DBA AHR Texas By: Street Address: 1544 Valwood Pkwy., Suite 100 City, State, Zip Code: Carrollton, TX 75006 Phone:214-219-7625 Sign We Titl _ 1� ��� Date: 1 sIz, I ZS Contractor agrees to complete WORK for FINAL ACCEPTANCE within 70 worldng days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION UNIT PRICE BID Bidlist Item SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition Phase 3D, City Project #105633 Project Item Information Description Bidder's Proposal Specification I Unit of I Bid Unit Price Bid Value Section No. I Measure I Quantity Paving Facilities 1 3211.0400 Hydrated Lime @ 32 lbs./S.Y. (Residential) 3211 29 TON 216.0 $321.551 $69,454.801 2 3211.0501 6" Lime Treated Subgrade (Residential) 32 13 13 SY 13,501 $4.381 $59,134.38 3 3213.0101 6" Concrete Pavement (Residential) 32 13 13 SY 12,630 $56.091 $708,416.701 4 3213.0301 5' Conc Sidewalk 1 31 1320 LF 1,309 $38.281 $50,108.521 5 3213.0506 P-1 Ramp 1 321320 EA 12 $2,493.441 $29,921.281 6 13292.0400 Seeding, Hydromulch 32 92 13 SY 659 $6.131 $4,039.671 7 13441.4003 Furnish/Install Alum Sign Ground Mount City Std. ' 34 41 30 1 EA 11 $245.251 $2,697.751 8 Traffic Control I 3471 13 1 LS 1 1 $5,650.001 $5,650.001 C1.0001 9 999.0001 Remove Ex. Gravel Trail 1 00 00 00 1 SY 1 94 $30.051 $2,824.70 10 19999.0002 Remove Ex. Curb & Gutter, Sawcut Clean Edge 1 00 00 00 1 LF 1 139 $12.641 $1,756.96 11 19999.0003 Remove Ex. 6' Sidewalk 1 00 00 00 1 LF 1 120 $14.341 $1,720.80 12 19999.0004 Connect to Existing Pavement 00 00 00 1 EA 1 2 1 $1,071.521 $2,143.04 13 19999.0005 R1-1 Stop Sign 1 00 00 00 1 EA 1 8 1 $103.551 $828.40 14 19999.0006 St Marker Blade 1 00 00 00 1 EA 1 44 1 $47.69 $2,098.361 Paving Subtotal $940,795.361 Bid Summary Paving Facilities Subtotal $940,795.36 Total Bid I $940,795.36� This bid is submitted by the entity listed below: Company: LH Lacy Company, Ltd. By: Street Address: 1880 Crown Dr., #1200 City, State, Zip Code: Dallas, TX 75234 ---- Si nature Title: Pa Date: 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 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Tradition Phase 3D, City Project #105633 UNIT PRICE BID Project Item Information Bidlist Item Description Street Lighting Facilities 1 2605.3011 2" CONDT PVC SCH 40 (T) 2 3441.1403 NO 6 Triplex OH Insulated Elec Condr 3 3441.1633 Type 33B Arm 4 3441.3201 LED Lighting Fixture (R-2) 5 3441.3201 LED Lighting Fixture (R-4) 6 3441.3341 Rdwy Illum TY 11 Pole 7 3441.3301 Rdwy Illum Foundation TY 1,2, and 4 8 9999.0001 Relocate Ex. Residential Street Light Street Lighting Subtotal Bid Summary Street Lighting Facilities Subtotal Total Bid This bid is submitted by the entity listed below: Company: Independent Utility Construction, Inc. Street Address: 5109 Sun Valley Drive City, State, Zip Code: Ft. Worth, TX 76119 Bidder's Proposal Specification I Unit of Bid Unit Price Bid Value Section No. I Measure I Quantity 26 05 33 LF 2,041 $20.46 $41,758.86 344110 LF 6,123 $2.50 $15,307.50 3441 20 EA 13 $289.00 $3,757.00 3441 20 EA 9 $399.00 $3,591.00 344120 EA 4 $399.00 $1,596.00 344120 EA 13 $2,475.00 $32,175.00 3541 20 EA 13 $2,007.00 $26,091.00 00 00 00 EA 1 $4,000.00 $4,000.00 $128,276.36 By hard Wolfe (`_ )X cam) Signature Title: President Date: 05/19/2025 I $128,276.36� $128,276.36 Contractor agrees to complete WORK for FINAL ACCEPTANCE within 35 working days after the date when the CONTRACT commences to run as provided in the General Conditions. END OF SECTION COMPLETION AGREEMENT — SELF FUNDED This COMPLETION AGREEMENT ("Agreement"), is made and entered into by and between the City of Fort Worth, ("City") and Spur Wildflower Development, L.P., a Delaware 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 43.022 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-24-078, and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development, Tradition Phase 3D for Water, Sewer, Drainage, 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 ("CFA"); and WHEREAS, Developer has provided the City with a development bond for the paving and street light Improvements being constructed pursuant to the CFA; and WHEREAS, Developer desires to provide the City with this Agreement to guarantee construction of all other Improvements in the CFA ("Remaining CFA Obligations") and payment of all contractors and material suppliers; 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: City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 1 of 14 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 Remaining CFA Obligations in the aggregate should not exceed the sum of One Million Five Hundred Thirty -Four Thousand One Hundred Sixty -Eight Dollars ($1,534,168.00) hereinafter called the "Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Remaining CFA Obligations may vary as a result of change orders agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the Completion Amount as used herein. City hereby waives the requirement for developer to deposit a financial guarantee of 100% of the Hard Costs under the CFA Policy. 3. Completion by the Developer. The Developer agrees to complete the Remaining CFA Obligations 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 Reuirements. 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 Remaining CFA Obligations 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 Remaining CFA Obligations; 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 Remaining CFA Obligations 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. City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 2 of 14 The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations related to the Remaining CFA 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 Remaining CFA Obligations the following: A. A statement that the City is not holding any security to guarantee any payment for work performed on the Remaining CFA Obligations; B. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; C. A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property; and D. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in (a), (b) and (c) above. 8. Miscellaneous. A. Non -Assignment of Agreement. This Agreement may not be assigned by any of the Parties without the prior written consent of all the other Parties. B. Notice. Any notice required or permitted to be delivered under this Agreement shall be deemed received on actual receipt by the appropriate party at the following addresses: (i) Notice to the City shall be addressed and delivered as follows: City of Fort Worth Development Services Department 100 Fort Worth Trail Fort Worth, Texas 76102 Attention: Contract Management Office Kandice Merrick, Development Manager Email: Kandice.Merrick@fortworthtexas.gov Confirmation Number: 817-392-7810 With a copy thereof addressed and delivered as follows: Office of the City Attorney City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Attention: Richard A. McCracken City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 3 of 14 Sr. Assistant City Attorney Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: Spur Wildflower Development, L.P. 2700 Commerce Street, Suite 1600 Dallas, Texas 75226 A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. C. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas. D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. E. Leeal 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 CFA Official Release Date: 06/10/2025 Page 4 of 14 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: op* Jesica McEachern Assistant City Manager Date: 06/24/2025 Approved as to Form & Legality: Jackson Skinner Assistant City Attorney M&C: N/A Date: 06/24/2025 ATTEST: Jannette Goodall City Secretary City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 5 of 14 DEVELOPER Spur Wildflower Development, L.P., a Delaware limited partnership By: Spur Wildflower Development GP, L.L.C., a Delaware limited liability company, its general partner By: Spur Portfolio Holdings, L.P. a Delaware limited partnership its sole member By: Spur Portfolio Holdings GP, L.L.C„ a Delaware limited liability company, its general partner By: Spur Ventures L.P., a Delaware limited partnership its sole member By: Spur Ventures GP, L.L.C., a Delaware limited liability company its general partner *:--L- John Brian Authorized Signatory Date: 06/24/2025 LIST OF EXHIBITS ATTACHMENT "1"- CHANGES TO STANDARD AGREEMENT EXHIBIT A - LEGAL DESCRIPTION EXHIBIT B - APPROVED BUDGET City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 6 of 14 ATTACHMENT "1" Changes to Standard Agreement Self -Funded Completion Agreement Negotiated changes contained in the body of the Agreement City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 7 of 14 EXHIBIT A LEGAL DESCRIPTION TRACT 1 All that certain lot, tract, or parcel of land, situated in a portion of the James Cheshier Survey, Abstract No. 225 and the Guadalupe Cardinas Survey, Abstract No. 214, Denton County, Texas, being part of that certain called 26.323 acre tract described as Tract 3 in a deed to Spur Wildflower Development, L.P. recorded in Document No. 2025-34372 of the Deed Records of Denton County, Texas (DRDCT), and being more completely described as follows, to -wit: BEGINNING at a P.K. nail found with washer stamped "GOODWIN & MARSHALL" for the Northeast corner of Tradition Central, Phase 2A recorded in Document No. 2022-214 of the Plat Records of Denton County, Texas (PRDCT), the North line of said 26.323 acre tract and being in the approximate center line of Sam Reynolds Road; THENCE North 89 deg. 56 min. 15 sec. East along said North line and approximate center line, a distance of 469.29 feet to a P.K. nail found with washer stamped "GOODWIN & MARSHALL" for the Northeast corner of said 26.323 acre tract, the most northerly Northwest corner of Tradition Central, Phase 1 A recorded in Document No. 2021-125 (PRDCT), and being in the West right-of- way line of Manzanilla Drive (50' right-of-way) as described in same; THENCE in a southerly direction along said West right-of-way line of Manzanilla Drive and the East line of said 26.323 acre tract, the following thirteen (13) courses: South 00 deg. 03 min. 45 sec. East, a distance of 55.00 feet to a 1 /2" capped iron rod found stamped "GOODWIN & MARSHALL", hereinafter referred to as a 1 /2" capped iron rod found; South 45 deg. 03 min. 39 sec. East, a distance of 14.14 feet to a 1 /2" capped iron rod found for a Point of Curvature of a non -tangent circular curve to the right, having a radius of 175.00 feet, a central angle of 27 deg. 35 min. 59 sec., and being subtended by a chord which bears South 13 deg. 53 min. 22 sec. West - 83.49 feet; Continue in a southerly direction along said curve to the right, a distance of 84.30 feet to a 1 /2" capped iron rod found; City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 8 of 14 South 27 deg. 41 min. 22 sec. West tangent to said curve, a distance of 50.00 feet to a 1 /2" capped iron rod found for a Point of Curvature of a circular curve to the left, having a radius of 225.00 feet, a central angle of 07 deg. 20 min. 49 sec., and being subtended by a chord which bears South 24 deg. 00 min. 57 sec. West - 28.83 feet; Continue in a southwesterly direction along said curve to the left, a distance of 28.85 feet to a 1 /2" capped iron rod found; South 54 deg. 30 min. 12 sec. West non -tangent to said curve, a distance of 16.30 feet to a 1 /2" capped iron rod found; South 1 1 deg. 17 min. 18 sec. West, a distance of 51.00 feet to a 1 /2" capped iron rod found; South 42 deg. 47 min. 23 sec. East, a distance of 13.81 feet to a 1 /2" capped iron rod found for a Point of Curvature of a non -tangent circular curve to the left, having a radius of 225.00 feet, a central angle of 02 deg. 15 min. 18 sec., and being subtended by a chord which bears South 01 deg. 03 min. 54 sec. West - 8.86 feet; Continue in a southerly direction along said curve to the left, a distance of 8.86 feet to a 1 /2" capped iron rod found; South 00 deg. 03 min. 45 sec. East tangent to said curve, a distance of 451.1 1 feet to a 1 /2" capped iron rod found for a Point of Curvature of a circular curve to the right, having a radius of 175.00 feet, a central angle of 17 deg. 24 min. 59 sec., and being subtended by a chord which bears South 08 deg. 38 min. 45 sec. West - 52.99 feet; Continue in a southerly direction along said curve to the right, a distance of 53.20 feet to a 1 /2" capped iron rod found; South 17 deg. 21 min. 14 sec. West tangent to said curve, a distance of 18.37 feet to a 1 /2" capped iron rod found; South 62 deg. 21 min. 14 sec. West, a distance of 14.14 feet to a 1 /2" capped iron rod found for the intersection of said West right-of-way line of Manzanilla Drive and the North right-of-way line of Water Canna Drive (50' right-of-way) as described in Tradition Central, Phase 2A recorded in City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 9 of 14 Document No. 2022-214 (PRDCT) and the South line of said 26.323 acre tract; THENCE in a northwesterly direction along said North right-of-way line and South line, the following six (6) courses: North 72 deg. 38 min. 46 sec. West, a distance of 97.36 feet to a 1 /2" capped iron rod found for a Point of Curvature of a circular curve to the left, having a radius of 1,025.00 feet, a central angle of 07 deg. 1 1 min. 52 sec., and being subtended by a chord which bears North 76 deg. 14 min. 42 sec. West - 128.68 feet; Continue in a westerly direction along said curve to the left, a distance of 128.77 feet to a 1 /2" capped iron rod found; North 35 deg. 57 min. 42 sec. West non -tangent to said curve, a distance of 14.35 feet to a 1 /2" capped iron rod found; North 81 deg. 48 min. 01 sec. West, a distance of 50.00 feet to a 1 /2" capped iron rod found; South 52 deg. 21 min. 40 sec. West, a distance of 14.35 feet to a 1 /2" capped iron rod found for a Point of Curvature of a non -tangent circular curve to the left, having a radius of 1,025.00 feet, a central angle of 05 deg. 25 min. 30 sec., and being subtended by a chord which bears North 86 deg. 28 min. 10 sec. West - 97.01 feet; Continue in a westerly direction along said curve to the left, a distance of 97.05 feet to a 1 /2" capped iron rod found for an ell corner of said Tradition Central, Phase 2A and the Southeast corner of Lot 30R of the Re - plat of Tradition Central, Phase 2A recorded in Document No. 2023-252 (PRDCT); THENCE North 00 deg. 03 min. 45 sec. West departing said North right-of-way line and South line and continue along the East line of said replat of Tradition 2A and the East line of said Tradition 2A, a distance of 746.59 feet to the POINT OF BEGINNING, containing 328,449 square feet or 7.540 acres of land, more or less. City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 10 of 14 TRACT 2 All that certain lot, tract, or parcel of land, situated in a portion of the Guadalupe Cardinas Survey, Abstract No. 214, Denton County, Texas, being part of that certain called 23.964 acre tract described as Tract 2 in a deed to Spur Wildflower Development, L.P. recorded in Document No. 2025-34372 of the Deed Records of Denton County, Texas (DRDCT), and being more completely described as follows, to -wit: COMMENCING at a P.K. nail found with washer stamped "GOODWIN & MARSHALL" for the Northeast corner 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 center line of Sam Reynolds Road; THENCE North 89 deg. 56 min. 15 sec. East along said approximate center line, a distance of 580.00 feet to the North line of said 23.964 acre tract; THENCE South 00 deg. 03 min. 45 sec. East departing said North line, a distance of 235.68 feet to a 1 /2" capped iron rod set stamped "GMCIVIL", said point being the TRUE POINT OF BEGINNING; THENCE South 00 deg. 03 min. 45 sec. East, a distance of 642.09 feet to a 1 /2" capped iron rod found stamped "GOODWIN & MARSHALL" hereinafter referred to as a 1 /2" capped iron rod found in the North right-of-way line of Water Canna Drive (50' right-of-way) as described in Tradition Central, Phase 2B recorded in Document No. 2023-104 (PRDCT) and the Southwest corner of Lot 23, Block CCC of same, said point being a Point of Curvature of a non -tangent circular curve to the right, having a radius of 575.00 feet, a central angle of 08 deg. 19 min. 10 sec., and being subtended by a chord which bears North 76 deg. 48 min. 21 sec. West - 83.42 feet; THENCE in a westerly direction along said curve to the right and along said North right-of-way line, a distance of 83.49 feet to a 1 /2" capped iron rod found; THENCE North 72 deg. 38 min. 46 sec. West tangent to said curve and continue along said North right-of-way line, a distance of 50.38 feet to a 1 /2" capped iron rod found for the intersection of said North right-of-way line of Water Canna Drive and the East right-of-way line of Manzanilla Drive (50' right-of-way) as described in Tradition Central, Phase 1 A recorded in Document No. 2021-125 (PRDCT); City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 11 of 14 THENCE in a northerly direction along said East right-of-way line, the following five (5) courses: North 27 deg. 38 min. 46 sec. West, a distance of 14.14 feet to a 1 /2" capped iron rod found; North 17 deg. 21 min. 14 sec. East, a distance of 18.37 feet to a 1 /2" capped iron rod found for a Point of Curvature of a circular curve to the left, having a radius of 225.00 feet, a central angle of 17 deg. 24 min. 59 sec., and being subtended by a chord which bears North 08 deg. 38 min. 45 sec. East - 68.13 feet; Continue in a northerly direction along said curve to the left, a distance of 68.39 feet to a 1 /2" capped iron rod found; North 00 deg. 03 min. 45 sec. West tangent to said curve, a distance of 451.1 1 feet to a 1 /2" capped iron rod found for a Point of Curvature of a circular curve to the right, having a radius of 175.00 feet, a central angle of 19 deg. 49 min. 47 sec., and being subtended by a chord which bears North 09 deg. 51 min. 08 sec. East - 60.26 feet; Continue in a northerly direction along said curve to the right, a distance of 60.57 feet to a 1 /2" capped iron rod found; THENCE North 89 deg. 56 min. 15 sec. East non -tangent to said curve and departing said East right-of-way line, a distance of 109.62 feet to the POINT OF BEGINNING, containing 75,807 square feet or 1.740 acres of land, more or less. City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 12 of 14 TRACT 3 Lot 2X, Block 00, TRADITION CENTRAL, PHASE 1 A, an addition to Denton County, Texas, according to the Plat recorded in Document No. 2021-125, Plat Records of Denton County, Texas. City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 13 of 14 EXHIBIT B APPROVED BUDGET Items A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Cost covered by this agreement: City of Fort Worth, Texas Standard Completion Agreement — Self -Funded CFA Official Release Date: 06/10/2025 Page 14 of 14 Developer's Cost $ 482,448.00 $ 757,907.00 $ 1,240,355.00 $ 293,813.00 $ 293,813.00 $ 1,534,168.00