HomeMy WebLinkAbout063994 - Construction-Related - Contract - HPIMF Bonds Land MF1 DFW005 LP (2)Received Date: 09�25�2025
Received Time: ��50 p.m.
Developer and Project Information Cover Sheet:
Developer Company Name: HPIMF Bonds Land MFl DFW005 LP
Address, State, Zip Code: 901 S. Mopac Expressway, Bldg 3 Ste 220, Austin, Texas
78746
Phone & Email: 512-538-1034 � tim@hpitx.com
Authorized Signatory, Title: Tim Shaughnessy, Manager
Project Name: Bonds Ranch Multifamily Paving, Storm Drain, Street Lights,
Signs and Traffic Signal
Brief Description:
Project Location:
Plat Case Number:
Mapsco:
CFA Number:
F20-U
24-0187
City of Fort Worth, Texas
Standard Community Facilities Agreement
REV. 9�21
Paving, Storm Drain, Street Lights & Signs and Traffic Signal
Bonds Ranch Road & Blue Mound Road
Plat Name:
Council District: 4
City Project Number: l 05085 � IPRC23-0127
Page 1 of 19
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Contract Number:
63994
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 HPIMF Bonds Land MFl DFW005
LP ("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
corparate limits of Fart Worth, Texas or its extraterritorial jurisdiction, for a project known as Bonds Ranch
Multifamily Paving, Storm Drain, Street Lights, Signs and Traffic Signal ("Project"); and
WHEREAS, Developer or its affiliate may contract for the sale of land to a party that will benefit
from the Project (with its successors and assigns, "Purchaser"), which party may be substituted as the
"Developer" in this Agreement in place of HPIMF Bonds Land MF 1 DFW005 LP upon satisfaction of the
conditions contained in Section 36, in which event "Developer" shall mean Purchaser; and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement ("Community Facilities" or "Improvements"); and
WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land, pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the City is not participating in the cost of the Improvements or Project; and
WHEREAS, the Developer and the Ciry 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:
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Standard Community Facilities Agreement
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1.
CFA Ordinance
The Community Facilities Agreements Ordinance, Chapter 9 of the City Code, Ordinance No.
23656-OS-2019 ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if
it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the
performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors
hired by Developer to comply with the CFA Ordinance in connection with the wark performed by the
contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance,
the CFA Ordinance shall control.
2.
Incorporation of Engineering Plans
The engineering plans for the Improvements that have been approved by the City ("Engineering
Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide
at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to
construct the Improvements required by this Agreement.
3.
Description of Improvements; Exhibits and Attachments
The following exhibits describe the general location, nature and extent of the Improvements that
are the subject of this Agreement and are attached hereto and incorporated herein by reference:
❑ Exhibit A: Water
❑ Exhibit A-1: Sewer
❑X Exhibit B: Paving
� Exhibit B-1: Storm Drain
� Exhibit C: Street Lights & Signs
� Exhibit C-1 Traffic Signals
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, C-1 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 P1ans, the Cost Estimates provided for the
Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements
until the City receives affidavits and lien releases signed by Developer's contractors verifying that the
contractors, and all subcontractors and material suppliers, have been paid in full for constructing the
Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
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5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
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 and Developer
does not cure such breach or failure within twenty-one (21) days after it receives written notice
thereof from the City.
(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:
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Standard Community Facilities Agreement
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(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any �nal 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 wi11 award a11 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 contractars 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's contractors shall not begin construction of the Improvements until a pre-construction
meeting has been held by Developer's contractors with the City's inspectors and a notice to proceed
to construction has been issued by the City. Developer will require Developer's contractors to
allow construction of the Improvements to be subj ect 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.
(� Developer wi11 not allow Developer's contractors to begin construction of the Improvements until
a notice to proceed to construction is issued by the City.
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(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) 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 Improvements provided for by this Agreement.
12.
Liability and Indemnification
(a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND
HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY
PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES
SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT.
(b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES
HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF
ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT
OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, 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
PROPERLYSAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL
OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS
CONTRACTORS, StIB-CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES,
WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGESARE CALISED, 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,
INCL UDING DEATH, RESULTING FROM, OR IN ANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER
OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN
City of Fort Worth, Texas Page 6 of 19
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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 WITHALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
Upon completion of all work associated with the construction of the Improvements, Developer will
assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its
contractors, along with an assignment of all warranties given by the contractors, whether express or implied
, provided that Developer shall have the exclusive right to enforce such contracts and warranties for the
purpose of achieving the City's acceptance of the Improvements. Further, Developer agrees that all
contracts with any contractor shall include provisions granting to the City the right to enforce such contracts
as an express intended third-party beneficiary of such contracts.
14.
Estimated Fees Paid by Developer; Reconciliation
Prior to execution of this Agreement, Developer has paid to the City the estimated cost of
administrative material testing service fees, construction inspection service fees, and water testing lab fees
in the amounts set forth in the Cost Summary section of this Agreement. Promptly upon completion of the
construction of the Improvements, the City will reconcile the actual cost of administrative material testing
service fees, construction inspection seroice 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 be released by the Ciry and
returned to the Developer when 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 7 of 19
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 Contract Management Office
City of Fort Worth
100 Fort Worth Trail
DEVELOPER:
HPIMF Bonds Land MF 1 DFW005 LP
901 S. Mopac Expressway, Bldg 3 Ste 220
Austin, Texas 78746
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
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 iinal 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 wark space in order to conduct audits in compliance with the
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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 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
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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. 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 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. 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 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
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Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code 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 iirearm
entity or firearm trade association. 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 iirearm 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 wark
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by Ciry, Developer shall provide Ciry with copies of all I-9 forms and supporting eligibility
documentation for each Developer 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 INDEMNIFYCITYAND HOLD CITYHARMLESS FROMANYPENALTIES,
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. Notwithstanding the
foregoing, Developer may assign its rights and obligations under this Agreement to a financial institution
or other lender for purposes of granting a security interest in Developer's land or private improvements on
Developer's land without the consent of the City. If any such lender or financial institution succeeds to the
interest of Developer with respect to the Developer's land whether by foreclosure or conveyance in lieu
thereof, then such lender or financial institution shall thereafter be entitled to exercise all of the rights of
Developer under this Agreement and Developer shall have no further abiliry to exercise such rights. Unless
otherwise agreed upon by the City, and the lender or financial institution, Developer shall remain obligated
and liable under this Agreement in the event of a collateral assignment.
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If a lender or financial institution exercises the right of Developer under this Agreement, such
lender or financial institution shall provide written notice to the City in accordance with the provisions of
this Agreement. The written notice shall be accompanied by the following documentation:
Copies of the lender's or iinancial institution's construction contracts for the Project, evidence
that lender's or financial institution's contractors are pre-qualified with the City to perform
the wark, and payment and performance bonds, maintenance bond and insurance certificates
from lender's or �nancial institution's contractors, or written proof of the assignment of
HPIMF's contracts for the Improvements including the payment and performance bonds,
maintenance bond and insurance required of Developer pursuant to this Agreement or
otherwise; and
ii. Records showing: (A) the amount of the Improvements completed by HPIMF's contractors;
(B) the amount of Improvements remaining to be completed by lender or iinancial institution;
(C) evidence of payments to HPIMF's contractors for work completed under this Agreement
and lien releases from HPIMF's contractors for such payments; (D) itemization of all known
outstanding claims for payment by HPIMF's contractors for work completed under this
Agreement; and (E) warranties and maintenance bonds for the Improvements constructed by
HPIMF's contractors;
31.
No Third-Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
32.
Compliance with Laws, Ordinances, Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with alllaws, 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 fu11y entitled
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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.
36.
Takeover Rights
(a) Intent. This Section 36 sets out the conditions under which a Purchaser may be substituted as the
"Developer" in this Agreement in place of HPIMF Bonds Land MF 1 DFW005 LP ("HPIMF").
(b) Purpose. To the extent that this Section 36 is enforced, the Purchaser shall become a direct
beneficiary of the work required to complete the Improvements as provided by that certain
Development and Escrow Agreement or other agreement by and between HPIMF or its affiliate
and Purchaser (the "DEA"). Pursuant to, and subject to, the DEA, Purchaser has certain rights to
construct and complete the Improvements (whether or not HPIMF has breached this Agreement),
as well as the right to cure any breach by HPIMF under this Agreement.
(c) Takeover Ri�hts Defined. Pursuant to the DEA, Purchaser shall have the right, but not the
obligation: (i) to undertake HPIMF's obligations to construct the Improvements; and (ii) if
applicable, to cure any breach of HPIMF under this Agreement (the "Takeover Rights"). Breach of
this Agreement by HPIMF is not necessarily a prerequisite to Purchaser's right to undertake
HPIMF's obligations to construct the Improvements. Instead, such right is governed by the DEA.
(d) Notice of Purchaser. If HPIMF contracts for the sale of the land to a Purchaser, HPIMF shall
provide City with written notice of such contract for the sale of the land having been executed, the
identity of the Purchaser, and the mailing address and telephone number of the Purchaser.
(e) Notice of Default. City shall give Purchaser written notice of any default under this Agreement by
HPIMF.
(fj Notice of Election to Enforce Takeover Ri�hts. In the event Purchaser elects, pursuant to the DEA,
to undertake HPIMF's obligations and to cure HPIMF's breach under this Agreement (if a breach
has occurred) or the DEA, Purchaser shall deliver written notice to the following address that
Purchaser has exercised such right (the "Notice of Election"):
City of Fort Worth, Texas Page 13 of 19
Standard Community Facilities Agreement
Rev. 9/21
Development Services, Contract Management Off'ice
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
With copies to the following:
City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
City Manager's Ofiice
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
(g) Purchaser shall have no obligations pursuant to this Agreement unless Purchaser delivers the Notice
of Election to the City.
(h) Documentation Accomnanvin� the Notice of Election. Purchaser shall attach to the Notice of
Election delivered to the City the following documentation ("Takeover pocumentation"):
Copies of Purchaser's construction contracts for the Project, evidence that Purchaser's
contractors are pre-qualified with the City to perform the work, and payment and performance
bonds, maintenance bond and insurance certificates from Purchaser's contractors, or written
proof of the assignment of HPIMF's contracts for the Improvements including the payment
and performance bonds, maintenance bond and insurance required of Developer pursuant to
this Agreement or otherwise;
ii. Records showing. (A) the amount of the Improvements completed by HPIMF's contractors;
(B) the amount of Improvements remaining to be completed by Purchaser, (C) evidence of
payments to HPIMF's contractors for work completed under this Agreement and lien releases
from HPIMF's contractors for such payments; (D) itemization of all known outstanding
claims for payment by HPIMF's contractors far work completed under this Agreement; and
(E) warranties and maintenance bonds for the Improvements constructed by HPIMF's
contractors;
iii. Evidence of temporary construction access rights necessary for Purchaser to complete any
portions of the Project located within HPIMF's lands, as provided in the DEA; and
iv. An amendment to this Agreement in a form reasonably approved by the City and signed by
Purchaser and HPIMF, whereby HPIMF assigns to Purchaser, and Purchaser assumes, all of
HPIMF's rights and obligations under this Agreement to construct the remaining
Improvements, subject to the terms and conditions of this Section 36.
City of Fort Worth, Texas Page 14 of 19
Standard Community Facilities Agreement
Rev. 9/21
(i) Acknowled�ement of Takeover and Notice to Proceed. Within ten (10) business days of Purchaser
delivering to the City the Notice of Election and the Takeover pocumentation, the City shall inspect
the Improvements and the Takeover pocumentation and shall execute an acknowledgement that
Purchaser has elected to take over this Agreement (the "Takeover Acknowledgement"), coniirm
the percentage completion of the Improvements at the time and remaining scope, and issue a notice
to proceed with construction of the remaining Improvements (the "Notice to Proceed"). If the City
finds that the Notice of Election or the Takeover pocumentation is insufficient, the City shall notify
Purchaser and shall execute the Takeover Acknowledgment and Notice to Proceed upon delivery
to the City of sufficient documentation. The City shall not unreasonably withhold the Takeover
Acknowledgement or the Notice to Proceed.
(j) Upon execution of the Takeover Acknowledgement by the City, Purchaser shall: (i) be the
"Developer" and assume the rights, duties and responsibilities of Developer contained in this
Agreement (provided that HPIMF shall remain solely liable to City for all of its acts, omissions and
defaults arising under this Agreement prior to the Notice of Election being given); (ii) have a
reasonable time to cure any default by HPIMF, but in no event less than 30 days; (iii) be given
credit for the payment of any fees HPIMF has paid in connection with this Agreement; and (iv)
assume the rights, duties and responsibilities of Developer contained in that certain Escrow
Agreement between HPIMF and City dated the same as this Agreement (which Escrow Agreement
constitutes the Financial Guarantee hereunder). From and after execution of the Takeover
Acknowledgement, the City may look to Purchaser for performance of Developer's obligations
pursuant to this Agreement, provided that HPIMF shall remain solely liable to City for all of its
acts, omissions and defaults existing under this Agreement prior to the Takeover Acknowledgement
being executed. Nothing herein shall be deemed to release HPIMF from any obligations to
Purchaser or its successors or assigns under the DEA.
(k) Estimated Fees Paid to Citv. HPIMF and Purchaser understand that the City will reconcile the
estimated administrative material testing service fees, construction inspection service fees, and
water lab testing fees paid to the City by HIPIMF with the actual costs incurred upon completion
of construction of the Improvements. If Purchaser enforces the Takeover Rights, Purchaser will be
responsible for paying to the City any shortages in the administrative material testing service fees,
construction inspection service fees, and water lab testing fees, and Purchaser will receive from the
City any overpayments of administrative material testing service fees, construction inspection
service fees, and water lab testing fees that were paid by HPIMF for the Project.
(1) Should Purchaser elect not to enforce its takeover rights to assume HPIMF's obligations or to cure
any breach by HPIMF of this Agreement, then the City shall have the right to use HPIMF's financial
guarantee in accordance with this Agreement and the financial guarantee.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
City of Fort Worth, Texas Page 15 of 19
Standard Community Facilities Agreement
Rev. 9/21
37.
Cost Summary Sheet
Project Name: Bonds Ranch Multifamily Paving, Storm Drain, Street Lights, Signs and Traffic Signal
CFA No.: 24-0187
Ite ms
A. Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sev�r Construction Total
City Project No.: 105085
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Signals
TPW Construction Cost Total
Total Construction Cost (excluding the fees)
Estimated Construction Fees:
C. Construction Inspection Service Fee
D. Administrative Material Testing Service Fee
E. Water Testing Lab Fee
Total Estimated Construction Fees:
Financial Guarantee Options, choose one
Bond = 100%
Completion Aqreement = 100% / Holds Plat
Cash Escrow Water/Sanitary Sewer= 125%
Cash Escrow Pavinq/Storm Drain = 125%
Letter of Credit = 125%
Escrow Pledqe Aqreement = 125%
Developer's Cost
$ -
$ -
$ -
IPRC No.: 23-0127
$ 573,978.96
$ 1,102,500.00
$ 182,537.50
$ 12,541.00
$ 1,871,557.46
$ 1,871,557.46
$70,875.00
$4,685.20
$0.00
$ 75,560.20
$
$
$
$
$
$
Choice
Amount (Mark one
1,871,557.46
1,871,557.46
2,339,446.83
2,339,446.83 X
City of Fort Worth, Texas Page 16 of 19
Standard Community Facilities Agreement
Rev. 9/21
IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their
duly authorized signatories to be effective on the date executed by the City's Assistant City Manager.
CITY OF FORT WORTH
����
Jesica McEachern
Assistant City Manager
Date: 09/22/2025
Recommended by:
�u1ay,� 5��
Dwayne Hollars
Contract Compliance Specialist
Development Services
Approved as to Form & Legality:
i',�; -'J ��� �� 1 �
, �,�. �
Richard A. McCracken
Sr. Assistant City Attorney
M&C No. N/A
Date: 09/19/2025
Form 1295: N/A
ATTEST:
�� �
Jannette S. Goodall
City Secretary
q,p,p4V�nb
v�� � �oRT��.10
° p0
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0�� � o0 0 0 *�d
aa� �'EXA`�o��
��nnoa49
City of Fort Worth, Texas
Standard Community Facilities Agreement
REV. 9�21
DEVELOPER
HPIMF Bonds Land MF1 DFW005 LP
By: HPIMF Bonds GP DFWO10 LLC,
its general partner
C� �
Tim Shaughnessy
Manager
Date: 09/18/2025
Contract Compliance Manager:
By signing, I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
����
Kandice Merrick
Development Manager
Page 17 of 19
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The following attachments are incorporated into this Agreement. To the extent a
conflict exists between the main body of this Agreement and the following attachments, the
language in the main body of this Agreement shall be controlling.
Included Attachment
� Attachment 1- Changes to Standard Community Facilities Agreement
❑ Attachment 2— Phased CFA Provisions
❑ Attachment 3— Concurrent CFA Provisions
� Location Map
❑ Exhibit A: Water Improvements
❑ Exhibit A-1: Sewer Improvements
❑X Exhibit B: Paving Improvements
0 Exhibit B-1: Storm Drain Improvements
0 Exhibit C: Street Lights and Signs Improvements
0 Exhibit C-1: Traffic Signal Improvements
� Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth, Texas Page 18 of 19
Standard Community Facilities Agreement
Rev. 9/21
ATTACHMENT "1"
Changes to Standard Community Facilities Agreement
City Project No. 105085
Negotiated changes contained in the body of the Agreement.
City of Fort Worth, Texas Page 19 of 19
Standard Community Facilities Agreement
Rev. 9/21
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COUNCIL DISTRICT NO. 4
BONDS RANCH
MULTIFAMILY
LOTS 1, 2 & 3
BLOCK 1, 54.64 ACRES
OWNER / DEVELOPER: �
HPI-MULTIFAMILY Westwood 4060 BRYANT IRVIN ROAD
TIM SHAUGHNESSY, PRESIDENT FORT WORTH, TX 76109
3700 NORTH CAPITOL OF TEXAS 817.412.7155
HIGHWAY, STE 420 AUSTIN, TX 78746
TX REG. ENGINEERING FIRM F-11756 ORAWN BY CHECKED BY SCALE DATE JOB NUMBER
TX REG. SURVEYING FIRM LS-10074301 JMB MGZ N.T.S. 01/29/2025 5106-21.534
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LOTS 1, 2 & 3
BLOCK 1, 54.64 ACRES
� IPRC23-0127 CPN: 105085 �
OWNER / DEVELOPER:
HPI - MULTIFAMILY
TIM SHAUGHNESSY, PRESIDENT
3700 NORTH CAPITOL OF TEXAS
HIGHWAY, STE 420 AUSTIN, TX 78746
TX REG. ENGINEERING FIRM F-11756
TX REG. SURVEYING FIRM LS-10074301
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H.C. RAMPS
BY DEVELOPER
EXHIBIT B
PAVING
Westwood 81O 4 2 7O 55H'IRXI SR OAD
ORAWN BY CHECKED BY SCALE DATE JOB NUMBER
JMB MGZ 1"=200' 01/29/2025 5106-21.534
� E G E I�I �
PROPERTY LINE
PROPOSED STORM DRAIN PIPE
� PROPOSED STORM DRAIN INLET
STRAIGHT DROP STRUCTURE W/
CONCRETE & ROCK RIPRAP
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GRAPHIC SCALE IN FEET
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CITY FILE N0.
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MULTIFAMILY
LOTS 1, 2 & 3
BLOCK 1, 54.64 ACRES
� IPRC23-0127 CPN: 105085 �
EXHIBIT B1
STORM DRAINAGE
OWNER / DEVELOPER:
HPI-MULTIFAMILY Westwood 4060 BRYANT IRVIN ROAD
TIM SHAUGHNESSY, PRESIDENT FORT WORTH, TX 76109
3700 NORTH CAPITOL OF TEXAS 817.412.7155
HIGHWAY, STE 420 AUSTIN, TX 78746
TX REG. ENGINEERING FIRM F-11756 ORAWN BY CHECKED BY SCALE DATE JOB NUMBER
TX REG. SURVEYING FIRM LS-10074301 JMB MGZ 1"=300' 04/18/2025 5106-21.534
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MULTIFAMILY
LOTS 1, 2 & 3
BLOCK 1, 54.64 ACRES
� IPRC23-0127 CPN: 105085 �
OWNER / DEVELOPER:
HPI - MULTIFAMILY
TIM SHAUGHNESSY, PRESIDENT
3700 NORTH CAPITOL OF TEXAS
HIGHWAY, STE 420 AUSTIN, TX 78746
TX REG. ENGINEERING FIRM F-11756
TX REG. SURVEYING FIRM LS-10074301
BO,IIDiB RAIY�CH ROAD
(vnRiaeie x�on+ a.o.w.)
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EXHIBIT C
STREET NAME SIGNS &
STREET LIGHTS
Westwood 81O 4 2 7O 55H'IRXI SR OAD
ORAWN BY CHECKED BY SCALE DATE JOB NUMBER
JMB MGZ 1"=300' 04/18/2025 5106-21.534
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PROPOSED PED POLE, �
PEDESTRIAN COUNTDOWN
SIGNAL HEAD, AND APS
PUSH BUTTON STATION
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(VARiABLE 1NOT1 R.O.W.)
BONDS RANCH
MULTIFAMILY
LOTS 1, 2 & 3
BLOCK 1, 54.64 ACRES
� IPRC23-0127 CPN: 105085 �
OWNER / DEVELOPER:
HPI - MULTIFAMILY
TIM SHAUGHNESSY, PRESIDENT
3700 NORTH CAPITOL OF TEXAS
HIGHWAY, STE 420 AUSTIN, TX 78746
TX REG. ENGINEERING FIRM F-11756
TX REG. SURVEYING FIRM LS-10074301
0 100 200 440
GRAPHIC SCALE IN FEET
�������
71�,.
� PROPOSED PEDESTRIAN
COUNTDOWN SIGNAL HEAD
AND APS PUSH BUTTON STATION
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� PROP. CROSSING STATION
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EXHIBIT C1
TRAFFIC SIGNALS
Westwood 81O 4 2 7O 55H'IRXI SR OAD
ORAWN BY CHECKED BY SCALE DATE JOB NUMBER
ASE MGZ 1"=200' 04/18/2025 5106-21.534
SECTIfl� UO 42 43
Developer A�varded Peojeets - PROPOSAL FORM
■ ■ r r
M A
Pro�ect I1em [nfar�natian
00 -02 -03
on� - tliD �aorqSnU
rv6r � ors
��dder's App[ica�tion
Bidder's Proposal
Bidiist ]tpm SpeciCica[ion Unit of Bid
�p Dcscripiion Scaiion No. Mcasurc Quantity ���t �rice Bid Valuc
UNIT Itl: aRAINAGE IMPROVEMENTS
1 33q9,Q2Q1 2'!" RCP, Class ill �33 41 10 LF 115 $9Q0.00 $19,500.00
2 3349.02U5 24" RCP, Class Ill 33 41 10 LF 674 $i 15.00 $77,510.QD
_ . _ � _ __
3 334'l.a3Q2 30" RCP, Class Ill 33 41 10 LF 287 $935.00 $38,745.00
4 3341.03�9 36" RCP, Class HI 33 41 10 LF 587 $370.00 $99,790.00'
5 3341.�402 42" RCP, Class Ill 33 41 10 LF �142 $215.00 $30,530.00
6 334�9.1001 3x2 $ox Culvert � 33 41 10 LF i41 $28Q.00 $39,480.00
__ _ _ _ ... � - --- - -- - --.-- - .
�__
7 3341.1 �ta1 4x2 Box Culvert 33 41 10 LF 15 $310.00 _ $4,fi50.00
8 3349.1201 5x3 Box_Culvert_ 33 41 10 LF 258 _ $390.OQ $100,62D.00
8 3349.00Q1 4' Storm .lunction Bax 33 49 10 EA 9 $7,5Q0,00 $67,500.00
. _ . _-- �- -- -- -
10 3349.Q002 5' Starrn Junction Bax 33 49 10 �A 1
- ---_ _ __ . _.._... .. $g�540.Ofl $8,500.00
_ � ._ _ . ,. ._.__ . .._
11 3349.7041 4' Drop ln[ei _ 33 49 20 �A 1 $6,DOp.OQ $6,000.00
12 3349.6041 '€0` Recessed lnlet _ 33 49 20 ��A . 4 $7,D00.0£� $28,OQO,pO
13 3349,0104 4' Stacked Manhole 33 49 10 �A 1 $5,p00.OQ $5,000.ao
14 9999,0041 TxbOT 7ype PW-1 Parallef Wingwall 33 49 40 �A 2 $5a,000.O13 $1Q0,000.00
15 9999.4042 ixC30T 42" CH-PW-9 Parallel Wingwall 33 49 40 �A 1_ $95,OOp.O(3 $15,OQaAQ
16 9999.0003 ixb�T 4'x2' SE7B-P€� 33 49 40 �A 1 $90,000.00 $10,DOa.00
17 _ 9999,0044 ixb0'i 3'x2' SE�'B-Cb _ 33 49 40 �A 1 $S,5Q0.0� $9,500.00
18 024'1,3014 Remo�e 21" 5torm Line 02 41 14 LF 27 $25.OD $875.00
19 0249 ,309 3 Remove � 8" 5torm Line 02 41 14 l.F 34 $25.00 $75Q.00
20 9999.00�6 Rocfc �2ip Rap 00 OD 00 5F 1fi27 $�30.OD $211,510.00
21 3305.{7'149 irench Safety 33 OS 10 l.F 2219 �$5.OD $11,095.00
22 0249,4441 Remove HeadwalllSE7 02 41 14 EA �4 $1,70fl.Ofi $6,800.00,
23 � 3305,1049 54" Casing By Open Cut . 33 05 22 LF �}0 $1�400.Ofl $56,�00.00
_ _--- -- _. _. __ - - -- _ _
24 9999,0009 ixb0'F 4-24" 5�7P�Cd 00 DO QO EA 2 $15,p00.0� , $30�,400.00
. . .. _ _ . .. _ . __. _ _ __ . . _ _. _ _ _ _ _ . _.
-- __.._.._
25 9999.0014 Remove 5"x2" Siorm Line 00 DO OD LF BO _, ._, $4D.0{} ._,_, $2,400.00
_ 2fi 9999,Q016 Si�aigh# Qrop Sfrucfure 00 DO OD EA _ 1 $50,655.04 $50,655.00
_ .____._ __._._ . � _. -- - -
27 9999,Q018 24" CiV[P Cul�ert 00 DO 00 LF 396 $'[DD.DO $39,600.00
2& 9999.0011. _. . _ . _. ___ . �_ _ _ __.�. . _ _ � _ -
Remave Abaor�daned Gas Line 00 DO 00 L� 1323 $30.04 _ $39,G90,00
_._ __ _ _ __ _ _ � �_ -- --- - --
29 _ 9999,002 Z'i" RCF P[ug 00 00 QO EA 2 $500.Dfl $i,400.OD_
3� _ _ ._ _ _ _. . _. _ - -. - - -
3i_ __ _ _ _ ._ .... � - . -- - -- - - _. __
32 _ � . - _ _
33 __ _ - - - � �
34 - - _ _ __
35 . _ - � - -� -- � - _ .
� .3� _ - � - - _ . _ _ _
3� ___ - - , __ _ . _ __ _ _ _ _ �. � _ _ _ _
- �8 -- - - _ _ _� � . _ . - - - _. . _ _. � .. __
- . _ . . _ _ _ . .. .��_. _. . -
39
_ _ _ .. � �_ . -- - - - ---- _. . . --- -
40
41 _ _ . _
42 _ . _ .. - - _. � . _ _
43 - _. - - - - . -- _ . _ _ _
�44 _ .
�� � . - -- _ _ _
TOTAL UI� i Ill: €3RAINAGE 1MPROVEM�N75 $1,102,500.00�
CI7'}' OF FOf2T VJORTH
STAN�ARO CO]VSTRUCT]ON SPGCIPfCATION DOCllMfNTS - DL•VELOPCIt A4VARbGIJ PROlfC7'S
Farm Version Mny 32, 2019 IhRC?3-0127 - New Devclopmem Resourres_$pees anJ Contract Rocuments_p0 42 43_Bid Prnposal_BAPI
sEc�rro� oo az a�
Develaper A�a�arded Projects - PROPOSAL FORM
ooazas
�AP - BID PROPOSAL
����? �rs
UNII" 1V: PAVING IMPRQVEME�'TS
1 3293.4105 10" Conc Pvmt 32 13 �3 SY _ 3835 $8fi.31 $330,998.85
_ _ _ _ _ . -- -
2 3291.€}502 8" Lime Treatment 32 i 1 29 SY __ 4189 $3.OD $12,5Q7.04
_. ._ _.. . __ .
3 32'11.[}4 Hydrated Lirrte _ 32 i 1 29 TN _ 76 $350.Ofl _$26,600.04
__ . _ . _. _ �_ _ � _ -
4 3213.0506 Barrier Fre� Ramp, iype P-T 32 93 20 EA 5 $1,BOO,OD __ „$9,OOa.00
5 32'i3.Q301 4" Conc 5idewafk 32 'I3 20 5F 11918 $6.26 $98,442.68
fi 9999,0007 Connect ta Existing Pavement 0€} 00 00 EA 3 $500.00 $3,500.00
7 0241,1a00 Remave Conc Pvmt 0241 15 SY 68 $10.OD $6$0.00
8 0249.1100 Remove Asphalt Pvmt 02 41 15 5Y 553 $7.00 $3,871.04
9 3292.02 Seeding, Broadcast 32 92 13 5Y 1028 $1.89 $'[,942.92
10 _ 02�}�.055p Remove G�ardrail 02 41 13 LF _ 104 $5.00 $520.00
19 3213.Q4fl1 G" Concrete �riveway 32 13 20 S� 1117 $8.03 $8,969.51
12 9999.0012 Remove Cnncrete Riprap 00 DO OD SF 142 $13.00 $1,846.00
13 � 9999.0013 Remove Gravel Driveway OD 00 OD SF 2258 $4.00 $9,Q32.00
_ _. __ _ _ .
14 9999.0015 Anchor Terminal OD 00 OD �A 1 $5,000.00 $5,ODD.00
__ __ _ . .. __._. . _. . _ .... ______._ . . ,. - . .
15 9999.0017 TxDOT PR1'[ �'edestrian Handrail OD fl0 00 L� 46 $55.00 $2,53D.OD
16 9999.D019 Remove and Replace Asphalt Pavement 00 00 Ofl 5Y 144 $16.00 $2,24D.OD
_ _. . . . _. _.... .. ._,� __.___ __
_ .
17 3217.4349 Remove 4" Pvmt Marking 32 17 23 SF 3054 $0.50 $1,525.OD
� 18 3217.0103 B" BRK Pvmt Marking HAS (W) 32 17 23 LF _ 2200 $2.50 __$5,5flD.00
- -- -- - . __. _ _._ _ _
19 321i.01Q'1 6" SLD P�mt Il�arking HA5 (W) 32 17 23 LF 9p21 _$2.50 _ $2,552.50
_ 20 321i.0102 6" 5LD F'�m# Marking HAS (Y) 32 17 23 LF _ 907 _ $2.50 $2,2fi7,50
21 3217.1042 Lane Legend Arrow 32 17 23 EA 4 $175.00 $700,Q0
22 3217.21Q4 RE�L Raised Marker 7Y li-C-R 32 17 23 EA 35 $15.�0 $525.00
_ _ _..___ _. _. �. _ � __ _ � _ _ �
23 _ 321i.9004 Lar�e Legend Only 32 17 23 5F _ _ 3 $125.00 $375.OD.
24 9999.0029 18" 5L17 Pvmt Marking HAE (Y) pD Op �DO 5F 1202D _ $3.50 __ _$42,07D.a0
25 9999,001 Remove Signs DO 00 00 EA 8 $'EOfl.D4 $$00.00
26 8999.0022 Crosswalk Markings {)0 0� DO EA 1 $960.00 $960.00
27 9999.0023 Speed Limit Sign R2-9 � f QO 04 00 EA _ 1 V_ $7d0.00 $74p.Qp
_ _ _.�_ _ � _ __. _ ..- . -_-- -. __. .
28 9999 _0024 S#op Bar _ � _ QO Ofl DO EA __ 1 $324.Q0 _ $324.Q0
� Zg . _ _
_3�_ __ __ _ _ _ _ _ __
3'� _. --- - . _ . _ - � - - � - -
_ _ ... _---- _ _ _ - - - -- -- - __ �
32
_ . --- -. _....__ _ _ _ _ _- - - � _ . _. . _ _. � _ _
33
34 � _ - -- - ___ � � _ _ . . - -- _ �
. 35 .__. __ _� ._ _ � _ _ _� .
_ 3fi ... -- - . ___ _- � _ � � _
_.37-_- --- � - � -- � �
__�_38 .--.---�. _ �._ � _ _ __.
---�39 - - __ _ � _ _ _ -_ - -_
_ 40_ _ .. _._ _ _ _ _ ._ ...
4� -.. _ _ _ _ _. .._
.��. _.__ _ .
43 �- - _ � _ _� _ �. _ _. .. ... _ .
� 44� _ �.� ._--- _ _ __ _ . _
4� _-_ - - _ _ _. .. .. _. _.... _.
TOTAL UNIT [V: PAVING IMPROVEMENTS
$573,978.95
C[Tl' OF FORT �VORTH
STAlVDAR� CONSTRUCT101�! SpiCIF[CATIOn IIOCUMGNT5 - DGVELppGR AIVARAf:D PROILCTS
Fnrm Vcrsiosl Muy 22, 2419 IPRC23-0127 - New Developmenl Resources Specs and Coniract 6ocuments_60 42 43_SiJ ?roposal_T)APl
S�CTIOi� 00 4? 43 °° a'- a3
Develnper AN�arded Projects - PTtpPQSAL FORM I]AP - Bl4 P�OP 3 of 5
UNIT V: SiREET LIGHiING iMPROV _M�NTS
__..__._.. .. .. . .... _. -_ .
1 3441.1771 Furnish/insta[I 120-240 Volf Single Phase 3� 41 1d �A
Metered Pedastal � $10,267.00 $10,267.00
2 26p5.3Q9A 2" CONDT RM (Riser) 26 05 33 LF 20p $85.00 $17,OD0.00
3 2605.3Q15 2" CONDT PVC SCH 80 (T) 26 65 33 LF 315 $35.Q0, $11,025.00
4 3441.1405 NQ 2 Insulated Elec Condr 34 49 1� LF 9110 $7.40 $8,214.00
5 3441.1501 Furnishllnstall Ground Box Type B 34 41 10 EA _ 1 $2,049.00 $2,�49.00
6 3441.1645 Furnishllns#all Type 33A Arrr� 34 41 20 EA 17 $822.fl0 $13,97�4,00
- ---- . __. �_ .._ ___ _ _ __
7 3441.3050 Furnishlinstal[ L�D Ligh#ing Fixture (70 watt 34 49 20 EA 17 $1,030.00 $17,51�.00
8 3441.3333 40` Timber Pole Cl. 2 34 41 1'[ EA 17 $4,182.00 $71,Q94A4
9 3441.9999 4-4-4 TRIPLEX ALUM �L�C CONDUCTOR 00 00 00 LF 2935 $10.70 $31,4Q4.5t3
_..�Q . __. __.-- - - - . � ._.. _ _ _ _�_ ___ __ ___ _ � _ _ . _ _e_.__ .. _�_ .�� � _._�.._ _.
__ _ ._. _. _ _. ..._ _ _._.__ ___. � �__..�___ .. ---.----.. ..--- .... �._.. _ _ __� _ ___
'f 1 _ �-- - -- ._ . .
_ __ _._ __ .. m � _ ._ _ _ __ - ---._. _ ._.�.. .. _ .. � �___ _ _. , _
_ �� _ . _.
_ _.�.__ ..�_ .. .__ ._._ . ..---.__. �__._____ _ - -------._ _ _ _. _ �._ _. - -.-- _� _ _ . _. _ __ __
93
� � �_. _. _. _...__ . _. _ . . _ - - � - - --- ,---. _� ._ _�. .. _ _ . . _ ___..- -- -- .--- - --..__ __.._. _ . _ ___ _ _ _.
14 _ ... _ ...
_. _. _� _ _ .�_._-- ----.. . �___ �._. -�_ � .._ _. _ ___ ._. .__ ..._ . _ .. �_ .___�_._. _ __
15
_�� W.... � - - ----.-- . .._._._ ____._. _._ _ _,._- - - - __ _ . . _ ._ _._ . __. . ..-- --_ ...... _ _�_ _
16
__ _� � ... �� � _ __.. _._ _---. _.._ �__ .. _ __ _ ----. __.� � _ _. _._ _ . .- . -•- --_ . _ _ _ .
17 '
____ __ _ _ ._-- -_.__..._ . ... �._._._..__ _._w__��. ___ ___.. _... --- --
18 '
_ ___ W__ _ __ _ ---- - ..._._ . . _� _ _ � ___ _ _ _ _ . __ _.. _.. _. _- -- -._._�__ .. .. . _ _
19
-- --,-- - - ---- -- . - .--_. _._ __ - _ . ._ � . _ __.. .. ---- _. _ __
20
� .. ..�_ . __�. � . ._-----.. _ _ _. . _. � � _ _ _ . _.-- -..._ _.
21 -
-r_____. .._ ___ _ _...... _____�._._ _ _ _�_ ._ _.______ W _. __.�� ..__._._ __._� -. -
zz
-- --- -. � _-----, _...__._..�� _._.._ ____ . �. _.-- -_ W__ .�_ __._ ._ ____ _ _
23
_� ..._� _ _. _- -- - - _____.__ � _ .. _._�_ .____ _ _ ��_ _ _ _ _. _.� __... �
24
_.T� __ _._.__ . . _� -.---.--. ___ __. ----- - � . ___.. �__ ...-.- ----_ -- --_... �. __
25
_ __ �_ _ .. _ - -.- - - -- - -- �� _ . __ _ ._. . _. . � _ �_ . _ _ _ .� . . _ _ _ ___ . ._ . . ___ . __._ . � _
- z� --
� _ __�_ _ _ _. __ _...._ _. ._ - --_ _ ,_ __ _ ._ _ ___� .___.. _ -----. --- �� _
- zi
_.--- _ _ _ _ �_.___..-- --_-- ---- ,._. ___ . ._ .�_ _____ _ ___. ._ _ .� . _ .____.�..- ---- ._�.. .__ _�.
28 -
_ _ � _. . _ _ _ _. . _._ _ ...._ _._._ _ . _ _ . �. _ _ - - _ _ � _ _. .. _ _ __ _ . - .- -- , _ _ _�
29
___ _ _ _. _ _ . _._.._.__�-----__._._..._�___ _.__ _ _.._.. ___. _ ______� ____ . _ _...._...__ _... �
30
.___ _ _ �__, _ �_ __ . _ � .._ _ _ __. _. _ . . .. _. _ .__ � _ __ ___� .._�._._ .__. � _ .._ _. -. --- - -- ._.._
31
_�___�_�---.--- -_ _.._.____. _ . ._ �__. - -.----._._� _._�._ __ _ __.�_� ---�_ _�� ._.. _ . _._.-.----�._._ . �
32
__.___��...-. ----- _ ___.__.._____. __�.._.._ _ _._� _��_�___ __.W_.._. __. __.. _�.
33
�_ ._ . _ _ _ __ _----.----- . _. _._._._ .._.. _ _ . . . _ _ . _. .. _ .� �___ _ �_ .._ . �. _ ... _---. - --_..._ -_� __
34 ___ �_ __ .--.
_m____.__ _.-----.- -
_ _ _ _ � _ .. _ _ W _ _ _ ___. _.. _ . ____.. . . _.._. _ . _ _ . r � -- -__ �� _ w. . _ _ _ _ _ -.- - - _�__. _ _.__..
35 _.
.. _ ...__ ___.. _. �_ �� __ __--, -. - -.---._ _ ..__. _.. _m�._..__- - ----- ---___. __ ___ .. __ . ___.. _._
36 - __. ----�
___�.___ __ . _____.. �__ _�_ �-�__.__._____�. ._____..--.-- ------__. ___._�_ ._ ._.___T_� __-___ ..W w _ __.--- -----•. _�i
37
_ . __ - .- -_------- -. _�__�._ _ .�_..... - --.--.__�.. _ �__ _� � ..___ _ _.�_ _ _— __ _._ _.__ __ ---.. .----..
38 _____ --
. .._39 � �. � . _ ..� ._.. ---.--.-.--. ._ .._�. _.. _ �_. ___ �_ __....__. _ _. __ __....
� ___._ ... ..- - - -- - __ _ --- --.�. - - --..__ _ . _ _ . _ - --- - - - _. _ _ _ ..--
40
41_ . . . . . _ _� _ . -- - - _. _ _ _ _ _._ .__. _ __ _ _ . _ . _ . ._ _ _. - - -
---- ._._ ___ . _ __ _. - -- _ _ _. � ___ - -- ._�_...�_ ___ _ __ _...�_ - ----- _ _ _
42
_. _.__ r. _ .. _. _ _- --.. �___. _.__. _ � . . -- -, _ ._ _ _._ _ _ . . _ . �_ -- . - - - . __ _ ___.. . ._ __ _ _ � - - -- --_ . _ _
�F3 -
- ---- --, _...�_...___ ._.. . .__.� _� _ . _ . ___ __ .__ _ __ _ _, _.. -----. _� ._.. _ _ - --. _T_ .__. _ _._ __ � _ _
44
. _ ___�_ - -_ _. ._.� .. __. _ _. �. _ _.. _� _ .__ __
� .45---�..�- --- -
TOTAL I�NtT V: SiftEET I,iGHTING lNlPROVEMEN'FS $'[82,537.54
CI7Y OF FOR7 WOR'CH
STqIvpARP CqNSTRUCTION SPGCYFICAT[Otr" DOCi1MLNT5 - OEVGLOP[R AIVARDCD PROlf:CTS
fban Version May 2?, 2019 IPRC23-0127 -T'eu' pevclopmcn� Recqurces_$pecs and Cantracl bocumeniti 00 4? A3_8id Proposnl_AAPI
$ECTiON OU A2 �33 ao a� a3
, Develo er A�varded Pro'ects - PROPOSAL FORM DAP - 83D PROPOSAL
P l � Pngcaofs
U[�IT VI: TRAFFtC SECNAL IMPROV�141�N'TS
1 2605.3025 3" CONDT PVC 5CH 80 (T} 26 05 33 LF 45 $38.00 _ $1,710.00
2 3441.'�012 Furnishllnstall Ped 5ignal Head Assmbly 34 41 10 EA 2 $ga5.00 $1,830.00
3 3441.'iQ31 Furnishllnstall Audible Pedestrian 3441 10 EA 2 �1,55a.oa $3,100.00
4 3441.'13'f 1 51C 14 AWG Multi-Conductor Cable 34 41 10 LF TO $3.'iQ $217.00
-. .. _ �. ___ � ._ .. . _ . . _ _ _ - - - - _ . - -- ..... _� --
5 3441.9322 31C'14AWGMuI#i-ConducfarCable 34411b LF 46D $2.54 $1,150.00
B 3441.1409 NO 8 Insufaied Elec Condr 34 41 10 LF 45 $3.Oa $135.00
7 3441.1603 Furnishlinstall 10' - 20' Ped Pale Assmbly 34 41 'EO EA '[ $4,339.DQ $�},339.00
__ .. _ . . .
&
� � - - - �
10 _
11 -
_�2 _ � - _ _ . _
� 3. ._ � _ - _ _ . -- - � _
14- - . --.
�5_ - . _ - � - _ � __�_
16 � _ _ e _. _ ._ � - - - _ _ __ . _ . � . . _ _. �
-�7 - - - - _ . -- � - --. . � .
- -,�8 - - _ _.. _ _ _ _ . _ __ _ ... _ - - -
_ .'i9 _ __ . . � • ---
�� __ _ _ _ _-- -. _ . --
- Z� - _-_ _ . _ -
22 � . _ _ _.
23 _ _ . .. _. _ �� _ _ - _ - --
_ � _,. . -- - � - _ ._ . ._ . _ _ .
24
25 __. _ _ _ _ . _ _ _ .. . . _�
28 � � _ _ . �.. _ . _.� _.
-- �� - - _ .�_ . _ _ _. _.._._ .. _ . ._ __ .._ -- -- - --. - - -
- �$ - _ _ _ _ . _ . _ _ . _ . - -- - - ---- .. _ -_
- _ _ _ .._ .. __.. _ _- _ , _ __ _ � . _ . . _ �
29
3D _ .. . - - -. �
_ _ . �___ _ __ _ f_ __ _. __. .._ . _ _ - - - -._ _.._ ._ _
31
_. � __. __._ -- _.. . _
32
_� . . _ ._. _.. _ _ _._ . . _ __ _ ---, _ . .._._ _.. . _.
33
.. 34 _ _. _ _ . -- - _ . ._ ._ _
_ __ _ ___ - -.- - _ __ . .--- - �.. � _ . . ._ __, _. � . _ . __ . .._..� __ _
35
36 � . _ .. ----- . _ ... _ . � ___._ _��_ . _ _._ .._...
_ . _. . _ � . _ . _ _ . _ . --- . . _. . __ _. _ - - - - _ � __.__ .. �
37
- -__.__ _ _ _. . - - - - --- ----. _ _ _._._� _ ___ - --- —_ _ _ _. . _ __ __ _ _
38
� _��. _. _ . . __ _ _ _. _.__. . . _ - - -_ �. . _. . . - - - - - _ -- -----_ _.�
_ 39 _ . . _ _ __ . _ __ . -. -- - - . _ _ . . _ . ._
40
�1 _.. _. _ . � __. . __ _ _.. _ � __ _ _ _._
42 _ - _ _ �_ _ _ _
� _.__ � r _ . __ __ ____ _______ . __ _�
43
- - - -... . . _ .__ __ . _ __ _.------. _ ... _ _ -- - -.
4 44
- 4� � � -- -. _. �. ._ � - � _�____ __ _. . . ___ __ __
TOTAL UNIT VI: iRAFFIC SIGNAL 1MPRE3VEM�jITS $12,541.00
ciry a� �oxT wo��sa
STAMDAR� CONSTRUCTIO\ SPLCIF[CATION I�OCUMC•NT$ - bGVGLOPGR A1VARnrb PROJLCTS
Porsn \'cr�ion M3y 3Z, 2019 ]PRC23�OS27 • Ne�r �eveiapmcnt Resources_Specti anJ Cnntract Bocuments_00 4? 43_Bid Propasal_BAPI
SECTTpn' OU 42 43
Develnper Awarded Projects - PROPflSAC, FORM
Bid Summary
UNI7 Ell: C]RAINAGE IMPROV�ivI�NTS
Ut�17 IV: PAV]NG IMPROV�M�NTS
UNIT V: STREET LIGHiING IMPRQVEM�NTS
UNIT V[: TRAFFIC SIGNAL IMPROVEMENTS
Total Construction Bid
This Bid is subinitted by tEte entity, named i�clorr:
BTDDEit: BY: Creg ioth
Blackland Partners LLC
10210 N Central EXPY
Dallas, TX 75231
Contraetqr sgrecs to complete WORK ior FIhAL ACCEPTANCE �rithin
CONTFZACT commences to run as provided in the GtncraE Conditions.
E1�D OF SECTION
'T1TLE: � ii►: 4 r
DATE: %�/'��/� �
no a� as
on� - �io r�orosn�
r�be s ors
��,�oz,�no.nol
$573,97$.96 �
$182,537.50 �
$t2,541.00�
$1,879,557.46�
1 6$ �w'prking �i�ys aftcr thc dafc tivlicn the
CITY OF FORT WORTH
STANBARP CONSTRUCTSQh SPGCIF'ICATION D6Cll41GN'TS • DGVPLOE'6R A11'ARDL•D PRO7L•CTS
Forcn Version Mny 22, 20� 4 ]PRC23-0127 - Ncn' I]cvelopment Resoureax_$pecs anJ Conlract bocuments_004? 43_Rid Proposal_DAPI
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement"), is made and entered into by and
between HPIMF Bonds Land MF1 DFW005 LP ("Developer"), the City of Fort Worth, a Texas
home-rule municipal corporation ("Fort Worth") and Heritage Title Company of Austin, Inc.
("Escrow Agent") is to witness the following:
WHEREAS, Developer and Fort Worth have entered into a Community Facilities
Agreement for Bonds Ranch Multifamily Paving, Storm Drain, Street Lights, Signs and Traffic
Signal, CFA Number 24-0187, City Project Number 105085, IPRC Number 23-0127 (the "CFA");
and
WHEREAS, the CFA provides that Developer shall submit to Fort Worth performance
bonds, cash deposits or other financial security acceptable to Fort Worth (collectively, the
"Financial Security") for the purpose of guaranteeing satisfactory compliance by Developer with
all requirements, terms, and conditions of the CFA (the "CFA Obligations"); and
WHEREAS, Developer and Fort Worth desire and agree that Developer be allowed to
escrow and pledge cash deposits to Fort Worth, to be held by Escrow Agent, as an escrow agent,
in complete satisfaction of the obligation to submit the Financial Security to secure the
performance of the CFA Obligations; and
WHEREAS, pursuant to the CFA, Developer or its affiliate may contract for the sale of
land to a party that will benefit from the CFA (with its successors and assigns, "Purchaser"), which
party may be substituted as the "Developer" upon satisfaction of the conditions contained in
Section 36 of the CFA and amendment of the CFA to make Purchaser a party to the CFA, in which
event "Developer" thereunder and hereunder shall mean Purchaser (the "Substitution Rights").
NOW THEREFORE, for and in consideration of these recitals, ten dollars ($10.00) and
other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS.
For the purposes of this Agreement, unless the context otherwise clearly requires, the
following terms shall have the following meanings:
"Security Funds" shall mean the cash deposit of Two Million Three Hundred Thirty-Nine
Thousand Four Hundred Forty-Six Dollars and Eighty-Three Cents ($2,339,446.83), which
sum represents one hundred twenty-five percent (125%) of the estimated Developer's cost
of constructing the CFA Obligations (the "Estimated Developer's Cost").
"Lien" shall mean any lien, security interest, charge, taX lien, pledge or encumbrance
designed to secure the repayment of indebtedness or the satisfaction of any other obligation
to a third party not a party of this Agreement.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 1 of 10
Revised 11.16.2022 DH
SECTION 2. SECURITY FUNDS.
As financial security for the full and punctual performance of the CFA Obligations,
Developer hereby pledges, assigns, and transfers to Fort Worth, and hereby grants to Fort Worth
a security interest in the Security Funds and all rights and privileges pertaining thereto with the
exception of the interest income to be derived therefrom (which interest income shall remain the
property of Developer and shall be distributed by Escrow Agent in accordance with Developer's
periodic instructions) subject, however, to the terms, covenants, and conditions hereinafter set
forth. The security interest granted and the assignments made hereunder are made as security only
and shall not subject the City of Fort Worth or Escrow Agent to, or transfer or in any way affect
or modify, any obligation of Developer with respect to the CFA Obligations or any transaction
involving or giving rise therefrom.
SECTION 3. PHYSICAL POSSESSION OF SECURITY FUNDS.
Concurrently with the execution of this Agreement, Developer shall have delivered to and
deposited with Escrow Agent the Security Funds. The parties acknowledge and agree that Escrow
Agent shall be required to segregate the Security Funds from other funds held by Escrow Agent
for Developer in accordance with the normal practices of Escrow Agent acting as an escrow agent.
Escrow Agent shall return all funds on deposit representing or evidencing the Security Funds
remaining in its possession to Developer (or take such other action as Developer may request or
direct) immediately after receipt of written notice from Fort Worth that the CFA Obligations have
been fully performed. During such time as Escrow Agent has possession of the Security Funds,
Escrow Agent shall furnish to the City of Fort Worth (when requested by Fort Worth) written
acknowledgments signed by an officer of Escrow Agent detailing the amount of the Security
Funds. Fort Worth's rights in the Security Funds shall be superior to those of Escrow Agent's
notwithstanding any terms or understandings (written or otherwise) between Developer and
Escrow Agent.
SECTION 4. COVENANTS.
(a) Affirmative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will:
(i) from time to time execute and deliver to Fort Worth all such assignments,
certificates, supplemental writings, and other items and do all other acts or
things as Fort Worth may reasonably request in order to evidence and perfect
the security interest of Fort Worth in the Security Funds;
(ii) furnish Fort Worth with information which Fort Worth may reasonably request
concerning the Security Funds;
(iii) notify Fort Worth of any claim, action, or proceeding affecting title to the
Security Funds or Fort Worth's security interest(s) therein; and
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 2 of 10
Revised 11.16.2022 DH
(iv) adjust the Security Funds to an amount equal to the actual contract price,
including revisions thereto, if the original Security Funds were based on an
engineer's estimate of costs.
(b) Negative Covenants. So long as any of the CFA Obligations remain unperformed,
Developer covenants and agrees that Developer will not:
(i) assign or transfer any rights of Developer in the Security Funds other than
pursuant to the Substitution Rights or to a permitted assignee or transferee of
the CFA Obligations under the CFA; or
(ii) create any Lien in the Security Funds, or any part thereof, or permit the same to
be or become subject to any Lien except the security interest herein created in
favor of Fort Worth.
SECTION 5. EVENTS OF DEFAULT.
Developer shall be in default under this Agreement only upon the happening of any of the
following events (a "Default"):
(a) default in the timely payment for or performance of the CFA Obligations after written
notice thereof has been given to Developer and Escrow Agent and such default is not
cured within seven (7) days after such notice or such longer cure period as may be
provided in the CFA;
(b) any affirmative or negative covenant is breached by Developer.
SECTION 6. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upon the occurrence of a Default for which Purchaser exercises its
Substitution Rights, Purchaser shall succeed to all of Developer's rights with respect to
the Security Funds, to be used by Purchaser in accordance with Section 9 to pay for
completion of the CFA Obligations by Purchaser. Upon the occurrence of a Default for
which Purchaser does not or is unable to exercise its Substitution Rights or that occurs
after Purchaser has exercises its Substitution Rights, Fort Worth shall have the right to
direct Escrow Agent to transfer to Fort Worth all of the Security Funds, to be used by
Fort Worth to pay for completion of the CFA Obligations by Fort Worth. Escrow Agent
is hereby authorized to transfer the Security Funds immediately upon the receipt of a
written statement purporting to be executed by an authorized representative of Fort
Worth stating that:
(i) a Default by Developer has occurred related to the CFA Obligations;
(ii) written notice of such Default has been given by Fort Worth to Developer,
Purchaser and Escrow Agent and such Default was not cured within seven (7)
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 3 of 10
Revised 11.16.2022 DH
days after delivery of such notice or such longer cure period as may be provided
in the CFA; and
(iii) Fort Worth is entitled to have the Security Funds transferred in accordance with
the Agreement.
(b) Notices. Any notice required or permitted to be given to any party hereto shall be given
in writing, shall be personally delivered or mailed by prepaid certified or registered
mail to such party at the address set forth below, and shall be effective when actually
received.
To Developer:
HPIMF Bonds Land MF 1 DFW005 LP
Attn: Tim Shaughnessy
901 S. Mopac Expressway, Bldg 3 Ste 220
Austin, Texas 78746
To: Escrow Agent:
Heritage Title Company of Austin, Inc.
Attn: Conner Turner
200 W. 6th Street, Suite 1600
Austin, Texas 78701
Email: cturner@heritage-title.com
To: City of Fort Worth
City of Fort Worth
Attn: City Treasurer
100 Fort Worth Trail
Fort Worth, TX 76102
With a copy to:
City of Fort Worth
Attn: Contract Management Office
100 Fort Worth Trail
Fort Worth, TX 76102
Any party may change its address for notice by giving all other parties hereto notice to such
change in the manner set forth in this Section no later than ten (10) days before the effective date
of such new address.
SECTION 7. EXCLUSIVE RIGHTS AND REMEDIES.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 4 of 10
Revised 11.16.2022 DH
Subject to the Substitution Rights of Purchaser, if the Developer fails to perform its
obligations under the CFA, Fort Worth's sole and exclusive remedy shall be to complete the
obligations of Developer at Developer's expense, using the Security Funds. In furtherance of such
sole and exclusive remedy, Fort Worth is entitled to exercise its rights as set forth in Section 6
hereof.
SECTION 8. SUBSTITUTION OF COLLATERAL.
Notwithstanding any contrary provision in this Agreement, Developer shall have the right,
at any time and from time to time, to obtain releases of all or any part of the Security Funds
(hereinafter called the "Released Collateral") upon satisfaction of the following conditions:
(a) Developer shall provide Fort Worth and Escrow Agent written notice (the "Substitution
Notice") that the Developer desires to obtain Released Collateral in exchange for a
contemporaneous substitution of an alternate Financial Security acceptable to Fort
Worth (as specified and described in the Substitution Notice); and
(b) Developer shall pledge to, or obtain for the benefit of Fort Worth, and deliver to Fort
Worth the alternate Financial Security acceptable to Fort Worth (the "Substituted
Collateral") which Substituted Collateral shall in the aggregate be at least equal to the
Estimated Developer's Cost; and
(c) Said Substituted Collateral shall be of sufficient amount(s) to cover all work which
has occurred prior to the substitution of collateral provided for in this Section; and
(d) Purchaser shall have consented to the substitution.
Upon satisfaction of the above-specified conditions, Escrow Agent shall be authorized
(without the further consent of Fort Worth) to return to Developer the original Security Funds in
Escrow Agent's possession that represent or evidence the Released Collateral or take such other
action with respect to the Released Collateral as Developer may request or direct. Developer shall
pay the eXpenses incurred by Escrow Agent In connection with obtaining each such release and
substitution.
SECTION 9 REDUCTIONS IN SECURITY FUNDS.
(a) Notwithstanding any contrary provision in this Agreement, Developer shall have
the right to reductions in the Security Funds (hereinafter called a"Reduction in the Security
Funds"), in accordance with this Section 9.
(b) Every thirty (30) days, Developer may request a reduction in the Security Funds in
accordance with Section 9-310-1 of the CFA Ordinance.
(c) Developer shall provide the City of Fort Worth and Escrow Agent with written
notice (the "Withdrawal Notice") that Developer desires to obtain a Reduction in the
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 5 of 10
Revised 11.16.2022 DH
Security Funds in any amount less than or equal to the then-completed CFA Obligations
as inspected or accepted by Fort Worth.
(d) A Reduction in the Security Funds may only be made after:
i. Fort Worth's inspectors have verified the amount of the Community
Facilities that have been constructed in accordance with the engineering plans,
which will be completed by Fort Worth within thirty (30) days after request made
by Developer to Fort Worth, with a copy thereof sent to Fort Worth's Contract
Management office via email at DEVCFA_Projects@fortworthteXas.gov; and
ii. Fort Worth has received an affidavit and release of lien eXecuted by the
contractor indicating that the contractor has been paid by Developer and the
contractor has paid all subcontractors and material suppliers for the Community
Facilities that have been constructed pursuant to the CFA, through and including
the prior payment.
(e) After Fort Worth has confirmed the amount of the Community Facilities that have
been constructed in accordance with the engineering plans and Fort Worth has received an
affidavit and release of lien from the contractor for the Community Facilities that have
been constructed through the prior payment, then the Security Funds may be reduced to an
amount that is no less than one hundred twenty-five percent (125%) of the value of the
Community Facilities that are remaining to be constructed.
SECTION 10. NON-ASSIGNABILITY OF FORT WORTH'S RIGHTS.
The rights, powers, and interests held by Fort Worth hereunder in and to the Security Funds
may not be transferred or assigned by Fort Worth in whole or in part. Any attempted transfer or
assignment shall be absolutely void and shall entitle Developer to a release of all Security Funds.
SECTION 11. NO WAIVER.
No waiver by Fort Worth of any Default shall be deemed to be a waiver of any other
subsequent Default. No delay or omission by Fort Worth in exercising any right or power
hereunder shall impair any such right or power or be construed as a waiver thereof, nor shall any
single or partial exercise of any such right or power preclude other or further exercise thereof.
SECTION 12. BINDING EFFECT.
This Agreement shall be binding on the parties, their successors and assigns. No provision
of this Agreement may be amended, waived, or modified except pursuant to a written instrument
executed by Fort Worth, Escrow Agent and Developer.
SECTION 13. CHOICE OF LAW: VENUE
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 6 of 10
Revised 11.16.2022 DH
This Agreement is to be construed and interpreted in accordance with the laws of the State
of Texas. 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.
SECTION 14. COUNTERPARTS.
This Agreement may be executed in any number of multiple counterparts and by different
parties on separate counterparts, all of which when taken together shall constitute one and the same
agreement.
SECTION 15. INDEMNITY.
DEVELOPER HEREBY AGREES TO RELEASE, HOLD HARMLESS, AND
INDEMNIFY ESCROW AGENT (AND ITS DIRECTORS, OFFICERS, ElVIPLOYEES,
AGENTS AND REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS,
DAMAGES, EXPENSES, COSTS, SUITS AND OTHER LIABILITY OF ANY KIND
WHATSOEVER THAT ARISE OUT OF OR ARE DIRECTLY OR INDIRECTLY
RELATED TO THE PERFORMANCE BY ESCROW AGENT OF ITS DUTIES
HEREUNDER EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ESCROW AGENT OR ITS DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS OR REPRESENTATIVES AND DEVELOPER HEREBY AGREES TO
RELEASE, HOLD HARMLESS, AND INDEMNIFY FORT WORTH (AND ITS
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND
REPRESENTATIVES) FROM AND AGAINST ALL CLAIMS, DAMAGES, EXPENSES,
COSTS, SUITS AND OTHER LIABILITY OF ANY KIND WHATSOEVER THAT ARISE
OUT OF OR ARE DIRECTLY OR INDIRECTLY RELATED TO ANY ACTIONS OR
INACTION BY FORT WORTH WITH RESPECT TO THIS AGREEMENT.
SECTION 16. PAYMENT OF ESCROW FEES
Developer will be responsible for the payment of all fees to Escrow Agent associated with
this Agreement.
SECTION 17. TAKEOVER RIGHTS
Upon the occurrence of its eXercise of the Substitution Rights, Purchaser shall
automatically assume all of the rights, duties and responsibilities of HPIMF Bonds Land MF1
DFW005 LP ("HPIMF") contained in this Agreement. From and after the exercise of the
Substitution Rights, Purchaser shall have the rights of Developer to the Security Funds and the
City may look to Purchaser for performance of Developer's obligations under this Agreement,
provided that HPIMF shall remain solely liable to City for all of its acts, omissions and defaults
eXisting under this Agreement prior to the occurrence of the exercise of the Substitution Rights.
SECTION 18. CONCERNING THE ESCROW AGENT
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 7 of 10
Revised 11.16.2022 DH
The parties hereto agree that the following provisions shall control with respect to the
rights, duties, liabilities, privileges and immunities of Escrow Agent:
(a) Escrow Agent is not a party to, and is not bound by, or charged with notice of,
any agreement out of which this escrow may arise, other than this Agreement.
(b) Escrow Agent acts hereunder as a depository only, and is not responsible or
liable in any manner whatever for the sufficiency, correctness, genuineness or validity of
the subject matter of the escrow or any part thereof, or for the form or execution thereof,
or for the identity or authority of any person executing or depositing the same.
(c) Escrow Agent shall be protected by Developer in acting upon any written
notice, waiver, consent, certificate, receipt, authorization, power of attorney or other paper
or document which Escrow Agent in good faith believes to be genuine and what it purports
to be.
(d) Escrow Agent may consult with legal counsel in the event of any dispute or
question as to the construction of any of the provisions hereof or its duties hereunder.
(e) In the event of any claims or demand upon Escrow Agent are made in
connection with any provision of this Agreement, or in the event the Escrow Agent, in
good faith, shall be in doubt as to what action it should take hereunder, Escrow Agent
may, in its sole discretion, refuse to comply with any claims or demands on it, or refuse
to take any other action hereunder, so long as such disagreement continues or such doubt
exists, and in such event, the Escrow Agent shall not be or become liable in any way or to
any person for its failure or refusal to act, and the Escrow Agent shall be entitled to
continue to so refrain from acting until (i) the rights of all interested parties shall have
been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all
differences shall have been adjusted and all doubt resolved by agreement among all of the
interested parties and Escrow Agent shall have been notified thereof in writing signed by
all such parties. Notwithstanding the foregoing, in the event Escrow Agent shall be in
doubt as to what action it should take hereunder at any time during the term of this
agreement, Escrow Agent shall have the right, in its sole and absolute discretion, to file
an interpleader action in a District Court of Tarrant County, Texas, and interplead all
documents and instruments held by it into the registry of said Court, and in such event, all
costs, eXpenses and attorney's fees incurred by Escrow Agent in filing such interpleader
action shall be paid by Developer or from the funds so interplead. The rights of Escrow
Agent under this paragraph are cumulative to all other rights which it may have by law or
otherwise.
[REMAINDER OF THIS PAGE 1NTENTIONALLY BLANK]
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 8 of 10
Revised 11.16.2022 DH
ACCORDINGLY, the City of Fort Worth, Developer and Escrow Agent have each caused this
instrument to be executed in each entity's respective name by its duly authorized signataries
effective as of the date executed by the City Manager or his/her designee.
� �' �'
C����v
Jesica McEachern
Assistant City Manager
Date: 09/22/2025
Approved at to Form & Legality:
%, � � l
i, � -' �/ L_
Richard A. McCracken
Sr. Assistant City Attorney
Date: 09/19/2025
ATTEST:
y:�Nnr�x /� .hZYS-'saA=
Q
o� pORt��pd
e�'►'��oaa � °�9pp
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p�p'f °oe ���`�
�a�Il nEXA?o�4p
Jannette Goodall
City Secretary
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 9 of 10
DEVELOPER
HPIMF Bonds Land MF 1 DFW005 LP
By: HPIMF Bonds GP DFWO10 LLC,
its general partner
��
Name: Tim Shaughnessy
Title: Manager
Date: 09/18/2025
ESCROW AGENT
Heritage Title Company of Austin, Inc.
`�`�
Name: Conner Turner
Title: Vice President/Counsel
Date: 09/19/2025
Contract Compliance Manager
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
a���
Kandice Merrick
Development Manager
Revised 1 1.16.2022 DH OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ATTACHMENT "1"
Changes to Standard Agreement
Negotiated changes contained in the body of the Agreement.
City of Fort Worth, Texas
Escrow Pledge Agreement
CFA Official Release Date: 11.01.2022 DH
Page 9 of 10
Revised 11.16.2022 DH
,
` (00 62 19_Maintenance Bond DAP).doc - I
MAINT�NANCG BOND
Page I of 3
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TH� STATE OF 'TEXAS
COUNTY OF TARRANT
SECTION 00 62 19 Bond No. 2377900
MAINTENANCE BOND
§
§ KNOW ALL BY THESE PRESENTS:
§
That we RPM YCONSTRUCTION, LLC , kno�vn as "Principal" herein and
S�viss Re Corporate Solutions America Insurince Carporation , a corporate surety (sureties, if more than
one) duly authorized to do business in the State of Texas, 1<nown as "Surety" herein (whether one
or more), are held and firmly bo�md unto the Developer, HPIMF BONDS LAND MF1 DFW005
12 LP, a Texas limited parti�ership, authoi•ized to do busi�iess in Texas ("Developer") and the City of
13 Foi•t Worth, a Texas municipal corporation ("City"), in the sum of Fifty-Four Thousand Five
14 Hundred Thirty-SiY and 00/100 Dollars ($54,536.00), lawful money of the United States, to be
15 paid in Fort Worth, Tarrant County, Texas, for payment of which sum �vell and truly be made
16 jointly unto the Developei• and the City as dual obligees and their successors, we bind ourselves,
17 our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these
18 presents.
19
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WHEREAS, Developer and City have entered into an Agreement for the construction of
community facilities in the City of Foirt Worth by and tl�rough a Community Facilities
Agreement, CFA Number 24-0187; and
WHEREAS, the Principal has entered into a certain written conti•act with Blackland
Partners, LLC (the Developer's general contractor) awarded the 7th day October, 2025, which
Conteact is hereby referred to and a made part hereof for all pur�oses as if fully set forth herein,
to fucnish all materials, equipment labor and other accessories as defined by law, in the
27 prosecution of the Work, including any Work resulting from a duly authocized Change Order
28 (collectively herein, the "Work") as provided for in said Contract and designated as Boi�ds Runclz
29 A�lultif'u»zily Pavi�7g, Slorm D�•ai��, Slree! Ligh[s, Signs and Ti•affic Sigf�crl; and
30
31
32
�3
34
WHEREAS, Principal binds itself to use such materials and to so construct the Worlc in
accordance with the plans, specifications and Contract Documents that the Work is and will
remain free fi•om defects in matei•ials o►• woi•knlanship for aild dui•ing the period of t�vo (2) years
after the date of Final Acceptance of the Worl< by the City ("Maintenance Period"); and
C19'Y OP FOR'I� WOR'I'I I Bnndr Runch i1 h�lli%nnti(�� Prmi»g, Slorm Urain, Sh•eet l.ighls & Signs cmd 7rq�c ,Signnl
STANDARD CITY CONDITIONS — DGVGLOPGR AWARDED PRO.I�CTS 105085
Rcvised ,lanuary 31, 2012
�
(00 (2 19 Maintenance Bond DAP).doc - 2
MAINTGNANCG [30ND
Page 2 of 3
1
2 WHEREAS, Principal binds itself to repair or reconstcuct the Work in whole or in part
3 upon receiving notice from the Developer and/or City of the need thereof at any time within the
4 Maintenance Period.
5
6 NOW THER�FORE, the condition of this oUligation is such that if Principal shall
7 remedy any defective Work, fo�• which timely notice was pcovided by Developer or City, to a
8 completion satisfactory to tlie City, then this obligation shall become uull and void; otl�erwise to
9 remain in full force and effect.
10
1 I PROVIDED, HOWEVER, if Principal shall fail so to repair or reconstruct any timely
12 noticed defective Work, it is agreed that the Developer or City may cause any and all such
13 defective Work to be repaired and/or reconstructed with all associated costs thereof being borne
14 by the Pi•incipal and the Sucety under this Maintenance Bond; and
IS
16 PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in
17 Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort
18 Woirth Division; and
19
20 � PROVIllED rURTHER, that this obligation shall be continuaus in nat�ii•e and
21 successive recoveries may be had hereon for successive breaches.
?2
?3
24
CI"I�Y OF FOR'I� V✓OIZ'I�H Bo�tc%s lZa7ch Adt�lli/�an�i/�� Pnring, Slornr Drain. Slreet Lighls c� Signs mxl7rn�c .Signnl
STANDARD CITY CONDITIONS — DF.VGLOPGR AWARDF,D PRQI�CTS 105085
Revised January 31, 2012
(00 (2 19 Maintenance Bond DAP).doc - 3
MAINTENANCG I30ND
Page 3 of 3
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IN WITN�SS WHEREOF, the Principal and the Surety have each SIGNED and SEALED this
instrument by duly authorized agents and officers on this the �Sl�' day of �e�ember
, 20 25 .
PRINCIPAL:
RPM xCONTRUCTION, LLC
�� v�P
�B Y : I ��GC%C..� '�-�
Signature
ATTEST:
QiZ��""F..�,
(Principal)�S cre ary � /
. �
� �
�
Principal
ATTEST:
Sc�v� c�l t��h e.��j
(Su ty Sec�tary J
itrjess as to Sw•ety
�%
1 )%l ` ��/'i�� V /
�
Name and Title
Address: 6500 Nleyer Way, Suitc 100, MeKinney, "I'X 7�070
SURETY:
S�viss Re Corporate Solutions America Insurance Corpa•ation
BY: �,l /l lJ� n�.1_.,_) V' (/�,� � i U`
Signature
Andrea Rose Crawford; Attorney-in-Plet
Name and Title
Address: 1200 M��in St. Suite 800, Kansas City, Missouri 64105
Telephone Number: (HIO 235-3700
�Note: If signed by an officer of the Surety Company, there must be on file a certified extract
from the by-laws showing that this person has authority to sign such obligation. If
Surety's physical address is different from its mailing address, both must be provided.
The date of the bond sllall not be prior to tlle date the Contract is awarded.
CITY O� POR'I� WORTH Bonds Runch �bli�(li�uni/�� Paring, Slorm Urai��. Sb�eet /_igh(.s cl� Signs nnd Tru�c Signa(
STANDARD CITY CONDtTIONS — DGVGLOPGR AWARDGD PROJLCTS 105085
Revised Januaq� 31, 2012
SWISS RE CORPORATE SOLUTIONS
SW1SS RE CORPORATE SOLU'I'IONS AMERICA INSURANCE CORPORATION ("SRCSAIC")
SWISS RE CORPORA'I'E SOLU"I'IONS PREM[ER INSURANCF CORPORA'CION ("SRCSPIC")
WES'I'POR'CINSURANCECORPORATION ("WIC")
GENERAL POWER OF ATTORNEY
KNOW ALL MEN BY TI-IESE PRLSENTS, TI-IAT SRCSAIC, a corpm•ation duly organized and existing under laws of the State of Missouri, and
having its principal offioe in the City ofi Kansas City, Missouri, and SRCSPIC, a corporation organized and existing under the laws of the State of
Missouri and having its principal oftice in the Ciq� of Kansas City, Missouri, and WIC, organized under the laws of tlie State of Missouri, and I�aving its
principal office in the City of Kansas City, Missouri, each does hereby make, constitute and appoint:
JOFIN R. WARD, THOMAS DOUGLAS MOORE, EM[LY ALL[SON MIKESKA, ALLYSON W. DEAN, MOMCA RUBY VEAZHY, JOHN WILLIAM NEWBY,
7'ROY RUSSL'LL KGY, DEBRA L8G MOON, ANUREA ROSE CRAW PORD, SANDRA LLIi RONGY, FAIT{1 ANN IIILTY, ANDRGW CAILGi'll ADDISON, PATRICK TIlOMAS COYLG,
MICIIAGL DONALD IIGNDRICKSON, BRYAN KL'LLY MOORE, BLI'LAl3li'PII ORTI'L, ANA ONGNS, f3f3TT'Y 1 REEII, ANU AND2GW PATRICK CLARK JOIN'I'LY OR SBVLiRALLY
Its t�ve and lawful Attorney{s)-in-Fact, to make, execute, seal and deliver, for and on its behalf and as its act and deed, bonds or other writings
obligato�y in the nature of a bond on behalf of each of said Companies, as surety, on conh•acts of suretyship as are or may be required or permitted by
law, regulation, contract or otherwise, provided that no bond or undertaking or contract or suretyship executed under this authority shall exceed the
amount of:
TWO HUNDRED MILLION ($200,000,000.00) DOLLARS
'I'his Power of Attorney is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Boards of'
Directors of Uoth SRCSAIC and SRCSPIC at meetings duly called and held on the 18th of November 2021 and WIC by �vritten consent of its
Executive Committee dated July 18, 201 I.
"RESOLVED, that any nvo of the President, any Managing Director, any Senior Vice President, any Vice President, the Secretary or any Assistant
Secretary be, and each or any of them hereby is, authorized to execute a Power of Attorney yualifying the attorney named in the given Power of
Attorney to execute on behalf of the Corporatiai bonds, undertakings and all contracts of surety, and that each or any of them hereby is authorized to
attest to the execution of atry such Power of Attorney and to attach therein the seal of'the Corpa ation; and it is
FURTHER RESOLVED, that the signature of such officers and the seal of the Corporation may be affixed to any such Power of Attorney or to
any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be
bindine upon the Corporation when so affixed and in the future �vith reeard to anv bond, undertaking or con[ract of surety to which it is attached."
o• J��ONS AI,ifR��qo, �.."���NS PRfl,f�f.''�.,� pHltlflf�/�
`�v�'���iP•ORq �dJ,�, ��,•o�J p.PO.�q R�yr, ; ...�,�� . . \���c
; t� . rF'• �'P : = ti`v: GO Tc�". G� BV '� ':�R,�>•�rS
F.rik Jxnssens, Senior Vice Presidmt of SRCSAiC & Senior Vice Presiden[ f1 '�.,$
:�: S EAL�:�= _�: S EAL ���= ,,� ���Q
c O• , m: = p. n 7 of SRCSPIC & Senim� Vice President u(�\7C �g � ;w $
'�,,�. 1973 •�.�` =�.'. :'-a�: 4 (�� 4'M �S�s .ia
'a; uy�p
'�.�"s'�'!sso��`�•'sa°:' ��o�'s'••.:�isso�?'�'' °v,: .11�� � ,' 4h�::
o,�siq� . � ��y ',,,ss'r No\ti�o'�` Bv 1/ � *
' 5������� n"��,``` �� S *' ���o` Cerald Jagrowski, Vice President ufSRCSAIC& Vice President ofSRCSPIC �1�
& Vice President of WIC
IN WI"TNESS WHEREOF, SRCSAIC, SRCSPIC, and WIC have caused their official seals to be hereunto affixed, and these presents to be signed by their
authorized ofticers
tliis i lth day of �anuary Zp 24
State of Illinois
County of Cook ss
Swiss Re Corporate Solutions America Insurance Corporation
Swiss Re Corporate Solutions Premier Insurance Cm•poration
R'estpm•t Cnsurancc Corpm•ation
On this 11 th day of �anuary ZO 24 , betore me, a Notary Public personally appeared Erik Janssens , 3enior Vice President of SRCSA[C
and Senior Vice President of SRCSP[C and Senior Vice President of WIC and Gerald Jaerowski , Vice President of SRCSAIC and Vicc President of
SPCSPIC and Vice Presidcnt of WIC, personally luio�vn to me, who being by me duly sworn, acknowledged that thcy signed tl�e above Power of Attorney
as officers of and acknowledged said instrument to be the volm�tary act and deed of their respective companies.
o�icvu. SEat
� GHRISTiNAM/WI$CO
NOTAftY PU9t1C� STA'[E GF uli01F . (�'�
►�Y Cotnm�+ltin EuDhe! Merdt 28, 2112i � Vn ��N '
, , . . . hih m q mq��
I, Jeffrev Goldbere, tlic duly elected Senior Vice President and Assistant Secretary of 3RC3AIC and SRCSPIC and W►C, do hereby certify that the above and
foregoing is a true and correct copy of a Power of Attorne�� given by said SRCSAIC and SRCSPIC and WIC, which ss still in full force and effect.
[N WI'I'NESS WHEREOF, I liave set my hand and aftixed tlie seals of the Companies this 15 d�y �i� December , 20 25 .
Jeffrey Goldberg, Senior Vice President &
Assistant Secretary of SRCSAIC and
SRCSPIC and WIC
1/'�C :\ \�
In order to obtain information or malce a complaint:
You may contact the Surety Claims Department
at 1-816-235-3702
You may call Swiss Re Corporate Solutions
America Insurance Corporation or Swiss Re
Corporate Solutions Premier Insurance
Corporation for information or to malce a complaint
at:
1-816-235-3702
You may also write to Swiss Re Corporate Solutions
America Insurance Corporation or Swiss Re
Corporate Solutions Premier Insurance
Corporation at the following address:
1200 Main Street, Suite 800
Kansas City, MO 64105
You may contact the Texas Department of Insurance
to obtain information on companies, coverages, rights
ot� complaints at:
1- 800-252-3439
You may write the Texas Department of Insurance:
P.O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: httn:/hv«�v.t�li.state.tx.Ls
E-mail:ConsumerProtectionn,tdi.state. tx. us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium or
about a claim you should fii•st contact the Swiss Re
Corpoi•ate Solutions America Insurance
Corporation or Swiss Re Corporate 5olutions
Premier Insurance Corporation. If the dispute is not
resolved, you may contact the Texas Department of
insurance.
ATTACH THIS NOTICE TO YOUR POLICY: This
notice is for information only and does not become a
part or condition of the attached document.
� 1/ ' � : _ \
Para obtener informacion o para someter un queja:
Puede comunicarse con Surety Claims Department
al 1-816-235-3702.
Usted puede llamar Swiss Re Corporate Solutions
Arnerica Insurance Corporation o 5wiss Re
Corporate Solutions Premier Insurance
Corporation para informacion o para someter una
queja al:
1-816-235-3702
Usted tambien puede escribir a Swiss Re Corporate
Solutions America Insurance Corporation o Swiss
Re Corporate Solutions Premier Insurance
Corporation al:
1200 Main Street, Suite 800
Kansas City, MO 64105
Puede escribir al Departmento de Seguros de Texas
para obtener informacion acerca de companias,
coberturas, derechos o quejas al:
1- 800-252-3439
Puede escribir al Departmento de Seguros de Texas:
P,O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: ��,n://wvvw.tdi.state.tx.Ls
E-maiL• C'on��merProtection�.tdi.state.tx.Ls
DI5PUTAS SOBRE PRIMAS O RECLAMOS: Si
tiene una disputa concerniente a su prima o a un
reclamo, debe comunicarse con el Swiss Re Corporate
Solutions America Insurance Corporation o Swiss
Re Corporate Solutions Premier Insurance
Corporation primero. Si no se resuelve la disputa,
puede entonces comunicarse con el Departmento de
Seguros de Texas.
UNA ESTE AVISO A SU POLIZA:
Este aviso es solo para proposito de infromacion y no se
converte en parte o condicion del documento adjunto.