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Contract 42184
COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. WHEREAS, the undersigned "Developer"desires to make certain improvements(refer to the name of the project at the bottom of the page)an addition to the City of Fort Worth, Texas; and WHEREAS,the said Developer has requested the City of Fort Worth, a home-rule municipal corporation situated in Tarrant, Denton, Parker, and Wise Counties, Texas,hereinafter called "City",to do certain work in connection with said improvements. Developer Information: Developer Company Name:D.R. Horton-Texas,Ltd. Authorized Signatory: Don E.Allen Title:Assistant Secretary Project Name: Tehama Ridge Phase 5A Project Location: SW of Golden Heights Rd. &Golden Triangle Blvd. Additional Streets: N/A Plat Case No.: FP-010-029 Plat Name: Tehama Ridge Mapsco: 21 N, P Council District:2 City Project No: 01600 To he completed by,staf i Received by: � Date: CFA: 2011-031 DOE: 6531 _ OFFICIAL RECORD CITY SECRETARY FT WORTH, TX -26- 11 P _!4 : 4�-'r NOW,THEREFORE,KNOW ALL BY THESE PRESENTS: For and in consideration of the covenants and conditions contained herein,the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ('Policy") dated March 2001, approved by the City Council of the City of Fort Worth and subsequently amended from time to time via a Mayor and Council Communication adopted by the City Council of the City of Fort Worth, is hereby incorporated into this Community Facilities Agreement ("CFA") as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the infrastructure. Developer further acknowledges that said process requires the contractor to submit an Affidavit of Bills paid signed by its contractor and Consent of Surety signed by its surety to ensure the contractor has paid the sub-contractor and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full for all the services provided under this contract. C. 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 the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits are made a part hereof: Water (ALX___, Sewer (A-1) X Paving (B) X, Storm Drain (B-1) X__, Street Lights & Signs (C) X E. The Developer shall award all contracts for the construction of community facilities in accordance with Section II, paragraph 7 of the Policy and the contracts for the construction of' the public infrastructure shall be administered in conformance with paragraph 8. Section 11. of the Policy. Combined CFA final Sept 12,2008 F. For all infrastructure included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: L To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being insured, licensed and bonded to do work in public streets and/or prequalified to perform water/waste water construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure, and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. iii. To require the contractor(s) it hires to perform the construction work contemplated herein to provide 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 shall be named as additional insured on all insurance required by said documents and same will be evidenced on the ACORD Certificate of Insurance supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours notice to the City's Construction Services Division of intent to commence construction so that City inspection personnel will be available; and to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces, and not to install or relocate any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. v. To require its contractor to have tally executed contract documents submitted to the City to schedule a Pre-Construction Meeting. The 3 submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City- issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer agrees to provide, at its expense, all engineering drawings and documents necessary to construct the improvements required by this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the improvements required herein. I. City shall not be responsible for 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 community facilities to be installed hereunder. J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans, specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The Developer further 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 on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, his contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said DF.Vfa,OPF;R. his contractors. sub-contractors. officers. agents or employees, whether or not such injuries death or damages are caused, in whole or in part by the alleged negligence of the City of Combined(TA final Sept 12.2008 4 Fort Worth, its officers,servants, or employees A Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from, or in any way connected with, the construction of the infrastructure contemplated herein, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged ne 1;----- of the City of Fort Worth, its officers, servants or employees Further, Developer will require its contractors to indemnify, and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications and shall cause to be executed and delivered to the City an indemnity agreement from such contractors on a form to be promulgated by the City. N. Upon completion of all work associated with the construction of the infrastructure and improvements, Developer will assign to the City a non- exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent (2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent (4%) and material testing fees equal to hao percent (2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. 5 iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent(4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. The City's obligation to participate (exclusive of front foot charges) in the cost of the community facilities shall terminate if the facilities are not completed within two (2) years; provided, however, if construction of the community facilities has started within the two year period, the developer may request that the CFA be extended for one year. If the community facilities are not completed within such extension period, there will be no further obligation of the City to participate. City participation in a CFA shall be subject to the availability of City funds and approval by the Fort Worth City Council. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy,this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the community facilities if at the end of two (2) years from the date of this Agreement the community facilities have not been completed and accepted. iv. The City may utilize the Developer's financial guarantee to cause the completion of the construction of the community facilities or to cause the payment of costs for construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. Combined CIA final Sept 12.2008 6 Cost Summary Sheet Project Name: Tehama Ridge Phase 5A CFA No.: 2011-031 DOE No.: 6531 An Engineer's Estimate of Probable Cost is acceptable. However, the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 109,797.50 2.Sewer Construction $ 184,710.50 Water and Sewer Construction Total $ 294,508.00 B. TPW Construction 1.Street $ 564,982.65 2.Storm Drain $ 270,812.00 3.Street Lights Installed by Developer $ 85,046.09 TPW Construction Cost Sub-Total $ 920,840.74 Total Construction Cost(excluding the fees): $ 1,215,348.74 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 5,890.16 D. Water/Sewer Material Testing Fee(2%) $ 5,890.16 Sub-Total for Water Construction Fees $ 11,780.32 E. TPW Inspection Fee(4%) $ 33,431.79 F. TPW Material Testing(2%) $ 16,715.89 G. Street Light Inspsection Cost $ 3,401.84 H. Street Signs Installation Cost $ Sub-Total for TPW Construction Fees $ 53,549.52 Total Construction Fees: $ 65,329.84 Financial Guarantee Options,choose one Choice Amount (ck one) Bond=100% $ 1,215,348.74 X Com letion A reement=100%/Holds Plat $ 1,215,348.74 Cash Escrow Water/Sanitary Sewer=125% $ 368,135.00 Cash Escrow Paving/Storm Drain=125% $ 1,151.050 93 Letter of Credit= 125%w/2yr expiration penod $ 1.519,185 93 7 IN TESTIMONY WHEREOF,the City of Fort Worth has caused this instrument to be executed in quadruplicate in its name and on its behalf by its Assistant City Manager,attested by its City Secretary, with the corporate seal of the City affixed, and said Devv�eloper has executed this instrument in quadruplicate, at Fort Worth, Texas this � 1 day of 20(11 CITY OF FORT WORTH-Recommended by: Water Department Transportation & Public Works Department l � �J' G ;I V"�Vendy Chi-Babulal,EMBA, P.E. Douglas . Wiersig, P.E. Development Engineering Manager Director Approved as to Form &Legality: Approved by City Manager's Office r 71w..,ri( Fernando Costa 49f-Assistant City Attorney Assistant City Manager ATTEST: No M&C REQUIRM LV Marty Hendrix City Secretary °oa°�aoo .cyO 0 !C . ° f�vo oI ATTEST oa o° f D.R.Horton—Texas,Ltd.,a Texas Limited Partnership o ° a0000000°oo r4y By its Authorized Agent r�Xp40� D.R. Horton. Inc. nZ3.'t1�1'04' Signature Signature (Print)Name: 1, 4r-l< n Print Name:Don E.Allen fitle: Assistant SecretarN OFFICIAL RECORD CITY SECRETARY I FT WORTH, TX Combined CFA final Sept 12.2008 8 Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment ® Location Map ® Exhibit A: Water Improvements ® Water Estimate ® Exhibit A-1: Sewer Improvements ® Sewer Estimate ® Exhibit B: Paving Improvements ® Paving Estimate ® Exhibit 13-1: Storm Drain Improvements ® Storm Drain Estimate ® Exhibit C: Street Lights and Signs Improvements ® Street Lights and Signs Estimate (Remainder of Page Intentionally Left Blank) 9 ZCD 0. � w De a (D o o- (D u o mO Z YO ad XF , W �^ Z s 30 V ZtZ� gzfl tiV 0��� uui U� F o0 �^ � ¢ U mIF w w }CU z w a Y F mud 3alsum W 0 MSfN� M96H1 p°0 c �^ C W Z C as NO"WH Z O u � C) o -b90 g /JSP o ..as. 2 a 951 WJ 'da 3NIl ALNf1W 13lsVH / 'Oa UNnOW 3MS 991 W3 8 0 z as A 4 NG as 3s 9 N9 c C, D O V 111 Q v v 111 L CT �I 7 O 0 o U o W L.L F— LU h+q ✓ mo Ve u�o J Z xo x w Q = QZp o 3 x V (ZD Z� Lu a. a 0� M) 0 �� o �D a va I I NZ ante afnNW&L Namoo xo � II II IN, \ II I P�t� , \ \ . 01 I I � I I I I I I I I I I z o V1,w z W F-- (-D z W W a `^ �a w W a z > [I: U cl z > - - o W M �z- J -i o a W o a } > = o Z > z acc- w _ 2 c] CD z LU Dd r O a Z Q W a_ w N > z �o J w w Z co ULd M V) (DV) �/ Wo z Z 00 —W QQ z— z X a - `Z w w o ww � M O ante aernav%ti Na(nop Li V Li Q�o�\ as W zo zQ uvmo A \ w CD z z I w I wQ - II N _ 5s �W •a?\ z� a � - '✓F.� ter' W Q iwz I I I I ' I Q 0 j L U W w z V)I LIJ 3: w n wry W 0 w OJ� V U > n I 3: LiJ W � CSW �W r Lr W zV) w= —� ll� W Q J O Q O d O - T ;Zv i z U O o U 7)CL 0 cc 0 o CL 0no z eco LLI 52 LU ca 0 OZo Z�; x I — w0 W.� cl- NE[CrIO0 04- I i N \ I i , A` n II i i , o' -J o II z NN � i � J w _J i o� < O cl Z: LD CL -fi < LI- LL"j -i > C,j" (D> CLI 0 LLJ< I (n a m (L < LL Ll- - LL ZI o o U o In z Z _ I I ` 7 W U O a LD W . �/ 1 z Ino Z eco x Q W <L FoL/) m 1^ Z 30 \/ W z 64 J� Zo = V W Uf mZ WM �O wo0 c-m:ox-is ow 'aA M HD'nMML NH(noo x WS rv� x N I ` a ID I \\ IN \ \ I I o 'Ives \ \ U 2 \p \ U¢ \6 \ ox a IIS ISI © I , I � � I I I T—,ill II_ ol w D z Z o J J u CD I W z Z n v J a a v a r II LL = r L,J z u C) U o C) z rn � N W D u 0 ,^ o_ w v Z xo O w :7-.o. m W z N � . W = V zoLU � W WM 0;-& a0 'ooze aer�maa Nemo° I, � lyMm I ' I � _ 11 e a 1 I • m " Isl © 1 I I l I I _moo 0 Jew J J N= W S Q Q W W WH H Z z W W �-F- Z C' w � � NVQ - N W N N W N N W SOU w n 7 Er� 2 � 7 PART B—PROPOSAL DEVELOPER AWARDED CONTRACTS This proposal must not be removed from this book of Contract Documents. TO: D.R.HORTON—TEXAS,LTD. PROPOSAL FOR: PROJECT NAME: Tehama Ridge Phase V-A FILE NO.W-2140 DOE NO. 6531 CITY PROJECT NO. 01600 Includes the furnishing of all materials,except materials specified to be furnished by the City, equipment and labor for the installation Of STREET AND STREET LIGHTS IMPROVEMENTS and all necessary appurtenances and incidental work to provide a complete and serviceable project designated as: TEHAMA RIDGE PHASE V-A Pursuant to the foregoing 'Notice to Bidders', the undersigned Bidder, having thoroughly examined the Contract Documents, including plans, special contract documents, the General Contract Documents and General Specifications for Water Department Projects, the General Contract Documents and General specifications for Transportation and Public works Projects, the site of the project and understanding the amount of work to be done, and the prevailing conditions, hereby proposes to do all the work, furnish all labor, equipment and material except as specified to be furnished by the City, which is necessary to fully complete the work as provided in the Plans and Contract Documents and subject to the inspection and approval of the Director of the Department of Transportation & Public Works of the City of Fort Worth, Texas; and binds himself upon acceptance of this Proposal to execute a contract and furnish an approved Performance Bond, Payment Bond, Maintenance Bond, and such other bonds, if any, as may be required by the Contract Documents for the performing and completing of the said work. Contractor proposes to do the work within the time stated and for the following sums: G VOB\013544\CIV\Phase 5A\Specs\Ph-5A Paving Spec.doc B-1 UNIT I: PAVING IMPROVEMENTS (Residential) (Furnish and install,including all appurtenant work,complete in place,the following items) Unit Unit Total Item Approx. Item Description No. Quantity Measure "D"Item reference Price Amount ment UNIT I—PAVING IMPROVEMENTS (Residential) 1. 7,439 S.Y. 7"R.C. Street Pavement w/7"Curb (3500 psi),Complete in Place for the Sum of, Per Square Yard Twenty eight Dollars & Forty five Cents $28.45 $211,639.55 2. 7,670 S.Y. 6"Compacted Subgrade at Proper Moisture Content,Complete in Place for the Sum of, Per Square Yard Two Dollars& Ten Cents $2.10 $ 16,107.00 3. 312 S.Y. Temporary Asphalt Pavement, Complete in Place for the Sum of, Per Square Yard Forty Dollars& Zero Cents $40.00 $ 12,480.00 4. 1,387 S.F. 4' Wide Reinforced Concrete Sidewalk,Complete in Place for the Sum of, Per Square Foot Three Dollars& Zero Cents $3.00 $4,161.00 5. 4 Ea. Standard Wheelchair Ramp, Complete in Place for the Sum of, Per Each Nine hundred Dollars & Zero Cents $900.00 $ 3,600.00 GUOB\013544\C►V\Phase 5A\Specs\Ph-5A Paving Spec.doc B-2 Unit Unit Total Item Approx. Item Description No. Quantity Measure °`D"Item reference Price Amount ment UNIT I—PAVING IMPROVEMENTS (Residential) 6. 4 Ea. Type III Barricade, Complete in Place for the Sum of, Per Each One thousand two Hundred Dollars& Zero Cents $ 1,200.00 $4,800.00 TOTAL AMOUNT BID PAVING(Residential) $252,787.55 UNIT II: PAVING IMPROVEMENTS (Golden Triangle Blvd.) (Furnish and install,including all appurtenant work,complete in place,the following items) Unit Unit Total Quantity Item Approx. Item Description No. Measure Price Amount Q y ment "D"Item reference UNIT R—PAVING IMPROVEMENTS (Golden Triangle Blvd.) 1. 6,601 S.Y. 9"R.C. Street Pavement w/7"Curb (3600 psi),Complete in Place for the Sum of, Per Square Yard Thirty Dollars& Fifty Cents $30.50 $201,330.50 2. 6,828 S.Y. 8"Lime Stabilized Subgrade, Complete in Place for the Sum of, Per Square Yard Two Dollars& Thirty five Cents $2.35 $ 16,045.80 3. 125 Ton Hydrated Lime(48.7#/SY), Complete in Place for the Sum of, Per Ton One hundred thirty four Dollars & Zero Cents $ 134.00 $ 16,750 G:UOB\013544\CIV\Phase 5A\Spec~\Ph-5A Paving Spec doc B-3 Item Approx. Unit Item Description Unit Total No. Quantity Measure "D"Item reference Price Amount ment UNIT H—PAVING IMPROVEMENTS (Golden Triangle Blvd.) 4. 928 S.Y. Temporary Asphalt Pavement, Complete in Place for the Sum of, Per Square Yard Forty Dollars & Zero Cents $40.00 $37,120.00 5. 7,950 S.F. 4' Wide Reinforced Concrete Sidewalk,Complete in Place for the Sum of,Per Square Foot Three Dollars & Zero Cents $ 3.00 $ 23,850.00 6. 1 Ea. End of Road Barricade,Complete in Place for the Sum of, Per Each One thousand two Hundred Dollars& Zero Cents $ 1,200.00 $ 1,200.00 7 272 S.Y. Sawcut,Remove, and Dispose of Existing Asphalt Pavement, Complete in Place for the Sum of, Per Square Yard Five Dollars& Zero Cents $5.00 $ 1,360.00 8. 53 Ea. Type W-4 Lane Marker,Complete in Place for the Sum of, Per Each Three Dollars & Forty Cents $3.40 $ 180.20 9. 15 Ea. Type II-CR-4 Lane Marker, Complete in Place for the Sum of Per Each Four Dollars & Eighty Cents $4.80 $ 72.00 10. 508 Ea. Type Y-4 Channel Marker, Complete in Place for the Sum of Per Each Three Dollars & Forty Cents $ 3.40 $ 1,727.20 G:VOB\013544\CIV\Phase 5A\Specs\Ph-5A Paving Spec.doc B-4 Item A rox. Unit Unit Total Measure Approx. Item Description No. Quantity "D"Item reference Price Amount ment UNIT 11—PAVING IMPROVEMENTS (Golden Triangle Blvd.) 11. 648 Ea. Type H-AA-4 Channel Marker, Complete in Place for the Sum of Per Each Four Dollars & Eighty Cents $4.80 $3,110.40 12. 12 L.F. 18"Stop Bar,Complete in Place for the Sum of Per Linear Foot Twenty Dollars& Seventy five Cents $20.75 $249.00 13. 1 Ea. Remove Existing End of Road Barricade,Complete in Place for the Sum of, Per Each 7 Two hundred fifth_Dollars & Zero Cents $250.00 $250.00 14. 1 L.S. Payment,Performance& Maintenance Bonds(2 year, 100%) Per Lump Sum Eight thousand nine Hundred fifty Dollars& Zero Cents $8,950.00 $ 8,950.00 TOTAL AMOUNT BID PAVING(Golden Triangle Blvd.) $ 312,195.10 G:UOB\01 7544\CIV\Phase 5A\Specs\Ph-5A Paving SpecAm B-5 UNIT III: STREET LIGHTS (Residential) (Furnish and install,including all appurtenant work,complete in place,the following items) Item A rox. Unit Unit Total Measure Approx. Item Description No. Quantity "D"Item reference Price Amount ment UNIT III—STREET LIGHTS(Residential) 1• 10 Ea. Light-100 W HPS Cobra Head Fixture;Photo-Cell &Lamp, Complete in Place for the Sum of Per Each One hundred forty Dollars & Zero Cents $ 140.00 $ 1,400.00 2. 1,141 L.F. Conduit-1-1/4 Inch-Open Cut-Sch 40, Complete in Place for the Sum of Per Linear Foot Six Dollars & Seventy nine Cents $6.79 $7,747.39 3. 2,196 L.F. Conductor Wire-#IOga,Complete in Place for the Sum of Per Linear Foot Zero Dollars & Eighty seven Cents $0.87 $ 1,910.52 4. 10 Ea. Light Concrete Foundation Type 4, Complete in Place for the Sum of Per Each Seven hundred forty five Dollars & Zero Cents $745.00 $7,450.00 5. 10 Ea. Light-Type Single Davit Pole& Arm D25-6, Complete in Place for the Sum of Per Each One thousand fifty four Dollars & Zero Cents $ 1,054.00 $ 10,540.00 TOTAL AMOUNT BID STREET LIGHTS(Residential) $ 29,047.91 G:UOB\01 3544\('IV\Phase 5A\Specs\Ph-5A Paving Spec.doc B-6 UNIT IV: STREET LIGHTS (Golden Triangle Blvd.) (Furnish and install,including all appurtenant work,complete in place,the following items) Item A rox. Unit Unit Total Measure Approx. Item Description No. Quantity "D"Item reference Price Amount ment UNIT IV—STREET LIGHTS (Golden Triangle Blvd.) 1• 11 Ea. Light-200 W HPS Cobra Head Fixture;Photo-Cell &Lamp, Complete in Place for the Sum of Per Each One hundred eighty eight Dollars& Zero Cents $ 188.00 $2,068.00 2. 1,818 L.F. Conduit-2 Inch-Open Cut-Sch 40, Complete in Place for the Sum of Per Linear Foot Six Dollars & Seventy Nine Cents $6.79 $ 12,344.22 3. 1,818 L.F. Conductor Wire-#6ga, Complete in Place for the Sum of Per Linear Foot Zero Dollars & Seventy Five Cents $0.75 $ 1,363.50 4. 5,454 L.F. Conductor Wire-#2ga, Complete in Place for the Sum of Per Linear Foot Zero Dollars & Ninety nine Cents $0.99 $5,399.46 5. 9 Ea. Light Concrete Foundation Type 5, Complete in Place for the Sum of Per Each Nine hundred three Dollars& Zero Cents $903.00 $8,127.00 6• 9 Ea. Light-Type Double Davit Pole& Arm D40-90T, Complete in Place for the Sum of Per Each Two thousand three hundred Eighty one Dollars & Zero Cents $ 2,381.00 $ 21,429.00 G VOB\013544\CIV\Phase 5A\Specs\Ph-5A Paving Spec.doc B-7 Unit Unit Total Item Approx. Item Description Measure No. Quantity ment "D"Item reference price Amount UNIT IV—STREET LIGHTS (Golden Triangle Blvd.) 7. 1 Ea. Pull Box w/concrete apron, Complete in Place for the Sum of Per Each One thousand sixty four Dollars& Zero Cents $ 1,064.00 $ 1,064.00 8• 1 Ea. Electric Service Pedestal w/lighting Contactor,Complete in Place for the Sum of Per Each Four thousand two hundred Three Dollars & Zero Cents $4,203.00 $4,203.00 TOTAL AMOUNT BID STREET LIGHTS (Golden Triangle Blvd.) $55,998.18 G:UOB\013544\CIV\Phase 5A\SpecsAPh 5A Paving Spec.doc B-R SUMMARY TOTAL AMOUNT BID PAVING (Residential) $ 252,787.55 TOTAL AMOUNT BID PAVING (GTB) $ 312,195.10 TOTAL AMOUNT STREET LIGHTS (Residential) $ 29,047.91 TOTAL AMOUNT STREET LIGHTS (GTB) $55,998.18 GRAND TOTAL AMOUNT PAVING BID $ 650,028.74 G:UOB\013544\CWThase 5A\Specs\Ph-5A Paving Spec.dox B-9 PART B - PROPOSAL(Cont.) After acceptance of this Proposal, the undersigned will execute the formal contract and will deliver an approved Surety Bond and such other bonds as required by the Contract Documents, for the faithful performance of the Contract. The attached bid security, if required is to become the property of the Developer. The undersigned bidder certified that he has obtained at least one set of the General Contract Documents and General Specifications for Water Department Projects dated January 1, 1978, and that he has read and thoroughly understands all the requirements and conditions of those General Documents and the specific Contract Documents and appurtenant plans. The successful bidder shall be required to perform the work in accord with the following publications, both of which are incorporated herein and made a part hereof for all purposes: 1. The General Contract Documents and General Specifications for Water Department Projects dated January 1, 1978, which may be purchased from the Water Department. 2. The Standard Specifications for Street and Storm Drain Construction which may be purchased from the Department of Transportation&Public Works. The undersigned assures that its employees and applicants for employment and those of any labor organization, subcontractors, or employment agency in either furnishing or referring employee applicants to the undersigned are not discriminated against as prohibited by the terms of City Ordinance No. 7278 as amended by City Ordinance No. 7400. The Bidder agrees to begin construction within 10 calendar days after issue of the work order, and to complete the contract within 40 working days after beginning construction as set forth in the written work order to be furnished by the Owner. (Complete A or B below, as applicable:) ❑ A.The principal place of business of our company is in the State of Nonresident bidders in the State of ,our principal place of business,are required to be percent lower than resident bidders by state law. A copy of the statute is attached. Non resident bidders in the State of ,our principal place of business,are not required to underbid resident bidders. ❑ B. The principal place of business of our company or our parent company or majority owner is in the State of Texas. G:VOB\011544\CIV\Phase 5A\Specsft-5A Paving Spec.dm B-10 I(we)acknowledge receipt of the following addenda to the plans and specifications, all of the provisions and requirements of which have been taken into consideration on preparation of the foregoing bid: Addendum No. 1 (Initials) Addendum No. 3 (Initials) Addendum No. 2(Initials) Addendum No. 4 (Initials) Respectfully submitted, By: D ie R. Giireath Title President Address 6331 Southwest Blvd Benbrook,Texas 76132 Telephone: $17- 7 3$' -t 6 co Fax: it7' 1413 G VOB\OI 3544\CIV\Phase 5A\Specs\Ph-5A Pavuig Spec.doc B-11 PART B—PROPOSAL DEVELOPER AWARDED CONTRACTS This proposal must not be removed from this book of Contract Documents. TO: D.R. Horton—Texas, Ltd. PROPOSAL FOR: PROJECT NAME: Tehama Ridge Phase V-A WATER PROJECT NO.P265-602150160083 SEWER PROJECT NO.P275-702130160083 DOE# 6531 X NO.21356 CITY PROJECT NO. 01600 Includes the furnishing of all materials, except materials specified to be furnished by the City, equipment and labor for the installation of WATER SANITARY SE ER & STORM DRAIN IMPROVEMENTS and all necessary appurtenances and incidental work to rovide a complete and serviceable project designated as: TEHAMA RIDGE PHASE V-A Pursuant to the foregoing Notice to Bidders', the undersigned Bid er, having thoroughly examined the Contract Documents, including plans, special contract ocuments, the General Contract Documents and General Specifications for Water Departmen Projects, the General Contract Documents and General specifications for Transportation and P blit works Projects, the site of the project and understanding the amount of work to bed e, and the prevailing conditions,hereby proposes to do all the work,furnish all labor, equipme t and material except as specified to be furnished by the City,which is necessary to fully complete the work as provided in the Plans and Contract Documents and subject to the inspection and ap oval of the Director of the Department of Transportation & Public Works of the City of Fort orth, Texas; and binds himself upon acceptance of this Proposal to execute a contract an furnish an approved Performance Bond, Payment Bond, Maintenance Bond, and such other nds, if any, as may be required by the Contract Documents for the performing and compl 'ng of the said work. Contractor proposes to do the work within the time stated and for the foll wing sums: G\J0B\01'1544\CTV\Phasc 5A\Specs\Ph-5A Utility Spec.doc I UNIT I: WATER (Furnish and install,including all appurtenant work,complete in place,the following items) (D-No.refers to related items in the Part D Special Conditions:) Item Approx. Unit Item Description Unit Total No. Quantity Measure "Y'Item reference Price Amount ment UNIT I:WATER 1. 2,120 L.F. 8"Water Main,Including Trench Excavation&Backfill,Complete in Place for the Sum of Per Linear Foot Twenty one Dollars& Zero Cents $21 $44,520.00 2. 2 Ea. 24"x8"Tapping Sleeve&Valve, Complete in Place for the Sum of Per Each Five thousand one hundred Dollars& Zero Cents $5,100.00 $ 10,200.00 3. 6 Ea. 8"Gate Valve Complete with Cast Iron Valve Box&Cover,Complete in Place for the Sum of Per Each One thousand one hundred Dollars& Zero Cents $ 1, 00.00 $6,600.00 4. 5 Ea. Standard Fire Hydrant,Complete in Place for the Sum of Per Each Two thousand eight Hundred fifty Dollars& Zero Cents $2,P50.00 $ 14,250.00 5. 48 Ea. 1"Copper Services with Meter Box, Complete in Place for the Sum of Per Each Four hundred ninety five Dollars& Zero Cents $4 5.00 $23,760.00 I G.UOB\0l3544\CIV\Phase 5A\Specs\Ph-5A Utility Spec.doc Total Item Approx. Unit Item Description -it Amount No. Quantity Measure int a "D"Item reference UNIT I:WATER 6. 1 Ea. 1"Irrigation Service with Meter Box, Complete in Place for the Sum of Per Each Four hundred ninety five Dollars& Zero Cents $49 .00 $495.00 7. 78 L.F. Conduit 3-4 Inch-Open Cut-Sch 40, Complete in Place for the Sum of Per Linear Foot Nine Dollars& Seventy five Cents $9.7 $760.50 8. 2,120 L.F. Trench Safety for Water Mains Per Linear Foot Zero Dollars& Ten Cents $0.1 $212.00 9. 2 Ton Cast Iron Fittings,Furnish&Install, Complete in Place Including Concrete Blocking Per Ton Four thousand five hundred Dollars& Zero Cents $4, 00.00 $9,000.00 TOTAL AMOUNT BID WATER $ 10 ,797.50 G UOB\013544\CIV\Phase 5A\Specs\Ph 5A Utility Spec.doc I UNIT H: SEWER(Residential) (Furnish and install,including all appurtenant work,complete in place,the following items) (D-No.refers to related items in the Part D Special Conditions:) Unit Unit Total Item Approx. Item Description No. Quantity Measure "D"Item reference ce Amount ment UNIT 11—SEWER(Residential) 1. 1,798 L.F. 8"SDR-35 PVC Pipe at Various Depths as shown on the plans, Complete in Place for the Sum of Per Linear Foot Eighteen Dollars& Seventy five Cents $ 18. 5 $33,712.50 2. 20 L.F. 8"SDR-26 PVC Pipe with Cement Stabilized Backfill at Various Depths as shown on the plans,Complete in Place for the Sum of Per Linear Foot Twenty eight Dollars& Zero Cents $28. $560.00 3• 8 Ea. Install 4' Diameter Manhole w/Std. 30"Cover,Complete in Place for the Sum of Per Each Two thousand one Hundred fifty Dollars& Zero Cents $2,150.00 $ 17,200.00 4. 2 Ea. Install 4'Diameter Drop Manhole w/Std.30"Cover,Complete in Place for the Sum of Per Each Two thousand five Hundred seventy five Dollars& Zero Cents $2, 75.00 $5,150.00 5. 22 Ea. 4"Sewer Service SDR-35 with Two Way Cleanout,Complete in Place for the Sum of Per Each Three hundred Dollars& Zero Cents $3 .00 $6,600.00 GUOB\013544\C1V\Phase 5A1Specsft-5A Utility Spec.doc I 6. 26 Ea. 4"Sewer Service SDR-26 with Two Way Cleanout,Complete in Place for the Sum of Per Each Three hundred sixty five Dollars& Zero Cents $36 00 $9,490.00 7. 18 V.F. Extra Vertical Depth Beyond 6' Per Vertical Foot One hundred seventy five Dollars& Zero Cents $ 17 .00 $3,150.00 8. 5 Ea. Clay Dam,Complete in Place for the Sum of Per Each One hundred Dollars& Zero Cents $ 1 j .00 $500.00 9. 20 L.F. 8"Concrete Encasement,Complete in Place for the Sum of Per Linear Foot Twenty four Dollars& Zero Cents $24 $480.00 10. 1,818 L.F. Trench Safety for Sewer Per Linear Foot One Dollars& Zero Cents $ 1. $ 1,818.00 11. 10 Ea. Vacuum Test for Manholes Per Each One hundred fifty Dollars& Zero Cents $ 15 .00 $ 1,500.00 12. 1,818 L.F. T.V.Inspection of Mains Per Linear Foot One Dollars& Zero Cents $ 1. $ 1,818.00 TOTAL AMOUNT SEWER(Residential) 1 $81 978.50 i i G:VOB\013544\CWhase 5A\.Sp s\Ph 5A Utility Spec.doc UNIT III: SEWER(Off-Site) (Furnish and install,including all appurtenant work,complete in place,the following items) Item Approx. Unit Total t Item Description n No. Quantity Measure "D"Item reference ce Amount ment UNIT III—SEWER(Off-Site) 1. 1,396 L.F. 8"SDR-35 PVC Pipe at Various Depths as shown on the plans, Complete in Place for the Sum of Per Linear Foot Eighteen Dollars& Seventy five Cents $ 18. 5 $26,175.00 2. 1,272 L.F. 8"SDR-26 PVC Pipe with Cement Stabilized Backfill at Various Depths as shown on the plans,Complete in Place for the Sum of Per Linear Foot Twenty eight Dollars& Zero Cents $28 00 $35,616.00 3. 6 Ea. Install 4'Diameter Manhole w/Std. 30"Cover,Complete in Place for the Sum of Per Each Two thousand one Hundred fifty Dollars& Zero Cents $2,1150.00 $ 12,900.00 4. 4 Ea. Install 4'Diameter Manhole w/ concrete collar,Complete in Place for the Sum of Per Each Two thousand three Hundred sixty Dollars& Ze o Cents $2, 60.00 $9,440.00 5. 1 Ea. Connect to Existing Manhole Per Each Six hundred seventy five Dollars& Zero Cents $6 .00 $675.00 6 V013\0I35441CMPhase SA\Specsft 5A Utility Spec.doc tTotal Item Approx. Unit Item Description rCe Amount No. Quantity Measure "D"Item reference UNIT III-SEWER (Off-Site) 6. 38 V.F. Extra Vertical Depth Beyond 6' Per Vertical Foot One hundred seventh+five Dollars& Zero Cents $ 17 .00 $6,650.00 7. 6 Ea. Clay Dam,Complete in Place for the Sum of Per Each One hundred Dollars& Zero Cents $ 1 .00 $600.00 8. 160 L.F. 8"Concrete Encasement,Complete in Place for the Sum of Per Linear Foot Twenty four Dollars& Zero Cents $24 1100 $3,840.00 9. 2,668 L.F. Trench Safety for Sewer Per Linear Foot One Dollars& Zero Cents $ 1. $2,668.00 10. 10 Ea. Vacuum Test for Manholes Per Linear Foot One hundred fifty Dollars& Zero Cents $ 1 .00 $ 1,500.00 11. 2,668 L.F. T.V.Inspection of Sanitary Sewer Per Linear Foot One Dollars& Zero Cents $ 1. 0 $2,668.00 TOTAL AMOUNT BID SEWER(Off-Site) $ 102,732.00 G UOB\OI3544\CIv\Phase 5A\Specs\Ph-5A Utitity Spec.doc UNIT IV: STORM DRAIN(Residential) (Furnish and install,including all appurtenant work,complete in place,the following i ms) Item Approx. Unit Item Description Uoun Nal No. Quantity Mea ure "D"Item reference Pnja Amt nt UNIT IV—STORM DRAIN(Residential) 1. 450 L.F. 24"Class III R.C.Pipe,Including Trench Excavation&Backfill, Complete in Place for the Sum of Per Fifty six Dollars& Zero Cents $56.00 $25,200.00 2 3 Ea Standard 24"Sloping Headwall, Complete in Place for the Sum of Per Each One thousand one Hundred fifty Dollars& Zero Cents $ 1,15000 $3,450.00 3. 1 Ea. Standard 15' Curb Inlet,Complete in Place for the Sum of Per Each Four thousand one Hundred Dollars& Zero Cents $4,1 09.00 $4,100.00 4. 1 Ea. Standard 10' Curb Inlet,Complete in Place for the Sum of Per Each Three thousand two Hundred Dollars& Zero Cents $3,2 .00 $3,200.00 5. 1 4' Square Drop Inlet,Complete in Place for the Sum of Per Each Two thousand six Hundred fifty Dollars& Zero Cents $2,65 .00 $2,650.00 6. 1 Ea. Standard Type II Manhole, Complete in Place for the Sum of Per Each One thousand eight Hundred Dollars& Zero Cents $ 1,8 .00 $ 1,800.00 G:VOB\013544\CPAMase 5A\SpecsTh-5A Utility Spec.doc Total Item Approx. Unit Item Description Ut No. Quantity Measure "D"Item reference Pri amount ment UNIT IV—STORM DRAIN(Residential) 7. 155 S.Y. Rock Rubble Rip Rap(12" Minimum Thickness,6"Bedding) Complete in Place for the Sum of Per Square Yard Thirty two Dollars& Zero Cents $32.00 $4,960.00 8. 16 S.Y. Rock Rubble Rip Rap(8"Minimum Thickness,6"Bedding)Complete in Place for the Sum of Per Square Yard Twenty eight Dollars& Zero Cents $28.00 $448.00 9. 448 L.F. Trench Safety Per Linear Foot One Dollars& Zero Cents $ 1.00 $448.00 TOTAL AMOUNT BID STORM DRAIN(Residential) $46,25 .00 G\JM0l3544\CNVhase 5A1Specs\Ph-5A Utility Spec.doc UNIT V: STORM DRAIN(Golden Triangle Blvd.) (Furnish and install,including all appurtenant work,complete in place,the following i ms) Item Approx. Measure Item Description Pri t Amount Total No. Quantity mens "D"Item reference UNIT V—STORM DRAIN(Golden Triangle Blvd.) 1. 165 L.F. 2-6'x6'Multiple Box Culvert, Complete in Place for the Sum of Per Linear Foot Four hundred sixty six Dollars& Zero Cents $466. $76,890.00 2. 603 L.F. 36"Class III R.C.Pipe,Including Trench Excavation&Backfill, Complete in Place for the Sum of Per Linear Foot Eighty four Dollars& Zero Cents $84.00 $50,652.00 3. 141 L.F. 24"Class III R.C.Pipe,Including Trench Excavation&Backfill, Complete in Place for the Sum of Per Linear Foot Fifty six Dollars& Zero Cents $56.00 $7,896.00 4. 91 L.F. 21"Class III R.C.Pipe,Including Trench Excavation&Backfill, Complete in Place for the Sum of Per Linear Foot Fifty one Dollars& Zero Cents $51.00 $4,641.00 5 2 Ea. 2-6'x6' MBC Parallel Headwall, Complete in Place for the Sum of Per Each Twelve thousand Dollars& Zero Cents $ 12, .00 $24,000.00 6. 3 Ea, Recessed 10' Curb Inlet,Complete in Place for the Sum of Per Each Three thousand three Hundred Dollars& Zero Cents $3,3 00 $9,900.00 G U0B\0I 3544\C7V\Phese 5A\Specs\Ph 5A Utility Spec.doc i Item Approx. Unit Item Description U t Total No. Quantity Measure "D"Item reference Pn Amount UNIT V—STORM DRAIN(Golden Triangle Blvd.) 7. 1 Ea Standard Type III Manhole, Complete in Place for the Sum of Per Each Two thousand eight Hundred Dollars& Zero Cents $2,800. $2,800.00 8. 482 S.Y. Rock Rubble Rip Rap(36" Minimum Thickness,9"Bedding) Complete in Place for the Sum of Per Square Yard Eighty four Dollars& Zero Cents $84.00 $40,488.00 9. 116 S.Y. Rock Rubble Rip Rap(24" Minimum Thickness,6"Bedding) Complete in Place for the Sum of Per Square Yard Fifty five Dollars& Zero Cents $55.00 $6,380.00 10. 909 L.F. Trench Safety Per Linear Foot One Dollars& Zero Cents $ 1.00 $909.00 TOTAL AMOUNT BID STORM DRAIN(Golden Triangle Blvd.) $224,5 6.00 G:V0B\013544\C1V\Phase 5A1SpecsTh-5A Utility Spec.doc SUMMARY TOTAL AMOUNT BID WATER $ 109,797.50 TOTAL AMOUNT BID SEWER(Residential) $ 81,978.50 TOTAL AMOUNT BID SEWER(Off-Site) $ 102,732.00 TOTAL AMOUNT BID STORM DRAIN(Residential) $46,256.00 TOTAL AMOUNT BID STORM DRAIN(GTB) $224,556.00 GRAND TOTAL AMOUNT BID $565,320.00 G:UOB\01 3544\CWhase 5A\SpecsTh-5A Utility Spec.doc I PART B -PROPOSAL(Cont.) After acceptance of this Proposal, the undersigned will execute the fo al contract and will deliver an approved Surety Bond and such other bonds as required by the C ntract Documents,for the faithful performance of the Contract. The attached bid security, if r ired is to become the property of the Developer. The undersigned bidder certified that he has obtained at least one set o the General Contract Documents and General Specifications for Water Department Projects dat January 1, 1978, and that he has read and thoroughly understands all the requirements and con tions of those General Documents and the specific Contract Documents and appurtenant plans. The successful bidder shall be required to perform the work in acco d with the following publications, both of which are incorporated herein and made part hereof for all purposes: 1. The General Contract Documents and General S 'fications for Water Department Projects dated January 1, 1978, which may be purchased from the Water Department. 2. The Standard Specifications for Street and Storm Drai Construction which may be purchased from the Department of Transportation & blic Works. The undersigned assures that its employees and applicants for employmen and those of any labor organization, subcontractors, or employment agency in either furnishin or referring employee applicants to the undersigned are not discriminated against as prohibit by the terms of City Ordinance No.7278 as amended by City Ordinance No.7400. The Bidder agrees to begin construction within 10 ten calendar days er issue of the work order, and to complete the contract within 55 (fift five calend days after beginning construction as set forth in the written work order to be furnished by the O ner. (Complete A or B below, as applicable:) ❑A.The principal place of business of our company is in the State o Nonresident bidders in the State of ,our principal place of business,are required to be percent lower than resident bidders by state law. A copy of the statute is attached. Non resident bidders in the State of , our principal place of business,are not required to underbid resident bidde KB.The principal place of business of our company or our parent c pany or majority owner is in the State of Texas. G:VOB\01 3544\CIV\Phase WSpecs\Ph-5A Utility Spec.doc I(we)acknowledge receipt of the following addenda to the plans and speci cations,all of the provisions and requirements of which have been taken into consideration o preparation of the foregoing bid: Addendum No. 1 (Initials) Addendum No. 3 (Initials) Addendum No. 2(Initials) Addendum No.4(Initials) Respectfully submitted, �'si✓�- By: itle iia �slnc. -�-�V►e�.Q- a�' Address RUl ►�� -oto W(Pj+ ► `1� ( � Telephone: v` i 6-305 Fax: y 4" i G VOB\OI3544\CIV\Phase 5A\Specs\Ph-5A Utility Spec.doc D.R. HORTON CORPORATE DOCUMENTS • AGREEMENT OF LIMITED PARTNERSHIP OF D.R. HORTON-TEXAS, LTD. —establishes that D.R. Horton, Inc. is the Limited Partner of D.R. Horton-Texas, Ltd. • AGENCY AGREEMENT—establishes D.R. Horton, Inc. as the Authorized Agent of R.R. Horton-Texas, Ltd. • CONSENT OF EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF Q.R. HORTON, INC., May 30, 2003—elects Don E. Allen as an Assistant Secretary of D.R. Horton, Inc. and authorizes him to execute certain documents on behalf of the company. • CONSENT OF EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF D.R. HORTON, INC,, July 16, 2003—authorizes Don E.Allen to execute additional documents on behalf of the company. r AGREEMENT OF LIMITED PARTNERSHIP OF . D.R. HORTON - TEXAS, LTD. This Agreement of Limited Partnership ("Agreement") is made and entered into as of July 1, 1993, by and between Meadows I, Ltd. , a Delaware corporation, as the general partner (the "General Partner") , and D.R. Horton, Inc. , a Delaware corporation, as the limited partner (the "Limited Partner") . The Partner the Limited Partner are sometimes hereinafter alrefer ed andtoindividually as a "Partner" and collectively as the "Partners" . 1. Formation and Name. The Partners hereby form a limited partnership under the name of D.R. Horton - Texas, Ltd. (the "Partnership") pursuant to the provisions of the Texas Revised Limited Partnership Act (the "Act" ) . The General Partner maat any time change the name of the Partnership or adopt such trade or fictitious names as it may determine. 2 . Capital. 2 .1 Contr:tbuted Cabital. The original contributed capital of the Partnership shall consist of (a) cash in the amount of $99,000.00 and office furniture, model home furniture and equipment with a book value of $584,112.75 contributed by the Limited Partner, and (b) cash in the amount of $1,000.00 and a promissory note in the principal amount of $5, 841.13 contributed by the General Partner. Each Partner, whether a General Partner or a Limited Partner, shall have an interest in the Partnership which shall be expressed in terms of a percentage of the whole, with the present "percentage interests" being set forth opposite their signatures hereto. 2 .2 Limit on Contributions and Obli ations of Partners. Except as expressly provided in this Agreement or required by law, the Partners shall not be required to make any additional advances or contributions to the capital of the Partnership. 2 .3Capital Accounts. In accordance with the capital accounting rules of Treasury Regulation 1.704-1 (b) (2) (iv) (relating to maintenance of capital accounts) , a separate capital account shall be determined and maintained for each Partner. 2 .4 Interest on and Return of Ca ital. No Partner shall be entitled to any interest on his capital account or on his contributions to the capital of the Partnership, and except to the extent expressly provided in this Agreement, no Partner shall have the right to demand or to receive the return of all or any part of his capital account in the Partnership. No Partner shall have the right to demand or receive property other than cash from the Partnership. i 2.5 Negative Accounts. No Partner shall be required to Pay to the Partnership or to any other Partner any deficit or negative balance which may exist from time to time in his capital account. 2. 6 Waiver of Ri ht of Partition andDissolution. Having previously been advised that it may have a right to bring an action for partition, each of the Partners does hereby agree to and does hereby irrevocably waive for the duration of this Agreement any right or power any such Partner might have to cause the Partnership _or any of its assets to be partitioned, to cause the appointment of a receiver for the assets of the Partnership, to compel any sale of all or any portion of the assets of the Partnership pursuant to any applicable law or laws, or to file a complaint or to institute any proceeding at law or in equity to cause the termination or dissolution of the Partnership, except as expressly provided for herein. 3. Principal Office. The principal office of the Partnership shall be located at 1901 Ascension Boulevard, Suite 100, Arlington, Texas 76006, or at such other place as the General Partner may designate after giving written notice of such designation to all of the other Partners. 4. Registered Agent and Reqistered Office. The name of the Partnership's initial agent for service of process on the Partnership in Texas shall be CT Corporation System, and the address in Texas of the initial registered office and initial registered agent shall be 350 North St. Paul Street, Dallas, Texas 75201. 5. Purpose and Character of Business. The purpose of the Partnership and the character of its business shall be to conduct any activity permitted by law, including, without limitation, the business of acquiring, owning, holding, improving, developing, operating, managing, leasing and selling real. and .personal property, and the improvements situated or to be constructed on real property, as well as the financing of such activities. it is agreed that each of the foregoing is an ordinary part of the Partnership's business. 6. Term. The-.-term-Of--the Partnership shall continue until December 31, 2018, unless sooner terminated or dissolved pursuant to the terms of Section 14. 1 hereof. 7. Profits,- Losses and Distributive Shares of Tax Items. The Partnership's net profit or net loss, as the case may be, for each fiscal year of the Partnership, as determined in accordance with such method of accounting as may be adopted for the Partnership by the General Partner pursuant to Section 11.3 hereof, shall be allocated to the Partners for both financial accounting and income tax purposes in proportion to their respective -2- percentage interests in the Partnership, unless all the Partners shall agree to a different allocation. 8. Distribution of Cash Flow. Unless otherwise provided by law, the net cash flow of the Partnership shall be distributed to the Partners, in proportion to their respective percentage interests in the Partnership, within thirty (30) days after the end of each fiscal year unless otherwise agreed by all the Partners . 9. Management of Partnership. 9. 1 General Partner. The Partnership shall be managed by the General Partner. Unless otherwise set forth herein, all decisions relating to the business and affairs of the Partnership, including, without limitation, all decisions required or permitted to be made by the General Partner under this Agreement, and all decisions required or permitted to be made by the Partnership as a participant in any other legal entity in which it may have an interest, may be, made and any necessary action taken by the General Partner. All such decisions by the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents and ratifications required herein may be prospective or retroactive. Notwithstanding the foregoing, the General Partner may designate one or more agents for the Partnership, which agent or agents shall have the right, power and authority to exercise any or all of the right, power and authority conferred upon the General Partner pursuant to this Agreement. Each such agent shall be designated as an "Authorized Agent" and may be any one or more of the officers of the General Partner or any other party designated by the General Partner. The General Partner will also have authority to require that any actions taken by an "Authorized Agent" on behalf of the Partnership be taken by . more than one "Authorized Agent" in order to be binding upon the Partnership. Any third party dealing with the Partnership shall be entitled to rely upon a certification from any Assistant Secretary, any Vice President or the President of the General •,�Partner attesting as to the identity of any "Authorized Agent" and the terms upon which they may bind the Partnership. 9.2 Limited Partner. The Limited Partner shall have no right or authority to act for' or to bind the Partnership, and shall not participate in the general or day-to-day conduct or control of the Partnership's affairs. 9.3 Liability of Partners. The General Partner shall not be liable or accountable, in damages or otherwise, to the Partnership or to any other Partner for any error of judgment or for any mistakes of fact or law or for anything which it may do or refrain from doing hereafter in connection with the business and affairs of the Partnership, except in the case of willful -3- misconduct or gross negligence. The General Partner shall not have any personal liability for the return of the Limited Partner's capital. 9.4 Indemnity. To the fullest extent permitted by law, the Partnership shall indemnify and shall hold the General Partner, each and every Authorized Agent, and the Limited Partner acting consistently with this Agreement harmless from any loss or damage, including, without limitation, reasonable legal fees and court costs, incurred by them by reason of anything they may do or refrain from doing hereafter for and on behalf of the Partnership and in furtherance of its best interests, specifically including any such act or failure to act which is attributable, in whole or in part, to the negligence of the party being indemnified, but specifically excluding any such act or failure to act which is Primarily attributable to the gross negligence or willful misconduct of such party (and the determination of whether such party is entitled to indemnification pursuant to the terms and conditions of this Section 9.4 shall be made in accordance with the provisions of the Act) . 9.5 Other Activities of Partners and Agreements with Related Parties. Each Partner, in its individual capacity or otherwise, shall be free to engage in, to conduct, or to participate in any business or activity whatsoever, without any accountability, liability or obligation whatsoever to the Partnership or to any other Partner, even if such business or activity competes with or is enhanced by the business of the Partnership. Further, the General Partner, in the exercise of its power and authority under this Agreement, may contract and otherwise deal with or otherwise obligate the Partnership to entities in which any one or more of the Partners may have an ownership or other financial interest. 10. Banking. The funds of the Partnership shall be kept in such accounts as may be designated by the General Partner. All withdrawals therefrom shall be made on such signature or signatures as shall be designated by the General Partner. There shall be no commingling of the assets of the Partnership with the assets of any other entity or person. 11. Accounting.. 11. 1 Fiscal Year. The fiscal year of the Partnership shall end on the last day of September of each year, unless another fiscal year end is selected by the General Partner. 11.2 Books of Account and Reports. The Partnership books of account shall be maintained at the principal office designated in Section 3 hereof or at such other locations and by such person or persons as may be designated by the General Partner. The Partnership shall pay (in amounts not to exceed reasonable -4- `v commercial rates) the expense of maintaining its books of account. The General Partner, at the expense of the Partnership, shall cause to be prepared and distributed to each Partner, such reports and tax returns as the General Partner determines are desirable or necessary. 11.3 Method of Accounting. The Partnership books of account shall be maintained and kept, and its income, gains, losses and deductions shall be accounted for, under such method of accounting as may be adopted hereafter by the General Partner. 12. Admission of Partners. Except as otherwise provided in Section 13 hereof, no person, firm, corporation or other entity shall be admitted to the Partnership as a Partner without the consent of all of the Partners. 13. Transfer of Partnership Interests. 13. 1 Prohibited Transfer of A Partner's Interest. a. Each of the Partners hereby covenants and agrees that it will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or any part of its record or beneficial interest in the Partnership to any person, firm, corporation, or other entity without the written consent to any such proposed disposition of all of the Partners, which consent shall operate to make such transfer or disposition a "Permitted Transfer" within the meaning of Section 13.2 of this Agreement. b. Notwithstanding Subsection 13. 1(a) , any purported transfer (including any transfer as a pledge or other assignment as collateral) , whether permitted or not, shall be void and of no effect unless and until the transferring Partner and his transferee execute, acknowledge and deliver to the Partnership instruments of transfer and assignment and furnish to the Partnership such legal opinions or other assurances as the-General Partner may reasonably request. Further, no transfer shall be effective if it would result in the "termination" of the Partnership pursuant to Section 708 of the Internal Revenue Code, unless all Partners consent to such termination. 13.2 Permitted Transfer of Partner's Interest. In the event a Partner makes a Permitted Transfer of ownership of all or any part of its interest in the Partnership pursuant to Section 13. 1 above, the Partnership shall continue, and the transferee of such interest, if it is not already a Partner of the Partnership, shall be admitted to the Partnership or, if it is already a Partner of the Partnership, shall continue as a Partner of the Partnership with a percentage interest in the Partnership or with an additional percentage interest in the Partnership, as the case may be, with rights or with additional rights, as the case may be, in and to all distributions made by the Partnership, in liquidation or otherwise, -5- with a share or with an additional share, as the case may be, of the Partnership's net profits and net losses for both financial accounting and income tax purposes equal to that which the transferring Partner had with respect to the transferred interest in the Partnership, and with any other rights (including the rights of a General Partner, if applicable) of the transferring Partner with respect to such interest, provided, however, (i) any transferee shall be subject to the terms and provisions of this Agreement and shall promptly, upon demand of any non-transferring Partner, execute and deliver to the Partnership such documents as may be necessary or appropriate, in the opinion of counsel for the Partnership, to reflect such transferee's admission to the Partnership 'as a Partner, and its agreement to be bound by the terms and provisions of this Agreement; and (ii) such transferee shall pay all reasonable expenses connected with such transfer and substitution. 14. Liquidation and Dissolution of Partnership. 14. 1 Dissolution Events. The Partnership shall be dissolved in the manner hereinafter provided upon the happening of any of the following events: a. The date on which all or substantially all of the property of the Partnership is sold or is taken by condemnation; b. The date specified in a document signed by all of the Partners of the Partnership that states their intention to dissolve the Partnership as of the specified date; C. The death, .insanity, bankruptcy, retirement, resignation, or expulsion of the General Partner if there is only one, and of the last remaining General Partner if there is more than one; or d. ' The occurrence of any other event which causes the dissolution of the Partnership as provided in the Act. 14.2 Method of Liquidation. Upon the happening of any of the events specified in Section 14. 1 above, the Partnership's affairs shall be wound up as soon as reasonably practical and in accordance with the provisions of the Act, unless the Partnership is reconstituted in accordance with the provisions of the Act. The Partners shall continue to share net cash flow and profits and losses during the period of liquidation and winding up in the same proportions as before dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following manner and order of priority: -6- a• Payment of the debts of the Partnership, other than to Partners; then b. To the establishment of any reserves deemed reasonably necessary or appropriate by the party or parties liquidating the Partnership for any contingent -or unforeseen liabilities or obligations of the Partnership; then c. , To the other than capital accounts, of eo thePartnership toent of any e s or ti any of the Partners; then d• To payment to the Partners of the credit balances in their respective capital accounts in proportion to the amounts in such accounts; and then e. To the Partners in proportion to their respective percentage interests in the Partnership. 14.3 Date of Termination. The Partnership shall be terminated and dissolved when all of the cash or property (other than reserves) available for application and distribution under Section 14.2 above shall have been applied and distributed in accordance with such section. 15. Miscellaneous. 15.1 Notices. Any notice, election or other communication provided for or required by this Agreement shall: be in writing and shalt, be deemed to have been given when delivered' by hand or deposited in the United States Mail, certified or registered, return receipt requested, postage prepaid, properly addressed to the person to whom such notice is intended to be given at the respective addresses set forth on the signature page of this Agreement or, in the case of the Partnership, in Section 3 above, or at such other address :as such person may have previously furnished in writing to the Partnership and each Partner. 15.2 Governing Law. This Agreement is entered into, and to be performed, in Tarrant County, Texas, and shall be governed by and construed in accordance with the laws of the State of Texas. Except to the extent the Act is inconsistent with the provisions of this Agreement, the provisions of the Act shall apply to the Partnership created hereby. IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written by the General Partner and the Limited Partner, whose respective addresses and percentage interests are set forth opposite their respective signatures. -7- i r T Percentage Address: GENERAL PARTNER Interest 1901 Ascension Blvd. Meadows I, Ltd. , 1� Suite 100 a Delaware corporation Arlington, TX 76006 By Sz Donald R. Horton, Chairman of the Board and President Percentage Address: LIMITED PARTNER Interest 1901 Ascension Blvd. D.R. Horton, Inc. , 99% Suite 100 a Delaware corporation Arlington, TX 76006 Q By - Donald R. Horton, Chairman of the Board and President Legal\487 -8- X., AGKNCY AGREEK13NT in consideration of the covenants and conditions hereinafter set forth, it is agreed between D.R. Horton, Inc. , a Delaware corporation (the "Agent") , and D.R. Horton - Texas, Ltd. , a Texas limited partnership (the "Company") , as' follows: 1. The Agent shall perform on behalf of the Company the obligations under all contracts and agreements relating to the operations of the Company entered into prior to the date hereof or subsequently entered into by the Agent on behalf of the Company, whether such contracts and agreements are entered in the name of the Company by Agent or in the name of Agent without reference to the agency, other than with respect to the services to be performed by D.R. Horton Management Company, Ltd. (the "Manager"Y pursuant to the Agreement for Management, Accounting and Administrative Services between the Manager and the Company, and the Agent is her authorized on behalf of the Company, to enter into and perform those contracts, agreements and obligations necessary, appropriate or desirable to the conduct and operation of the Company' s business in the name, place and stead of the Company. Agent is specifically authorized to buy, receive, lease, accept or otherwise acquire; to sell, convey, mortgage, hypothecate, pledge, quit claim, or otherwise encumber or dispose of; or to contract or agree for the acquisition, disposal, sale, conveyance, mortgage or encumbrance. of any property of the Company, whatsoever and wheresoever situated, be it real, personal or mixed, or any custody, possess ion, ' interest or right therein or pertaining thereto, upon such terms as Agent shall determine, in its sole and absolute discretion. 2 . In connection with any borrowings incurred on behalf of the Company, whether in the Company' s or Agent' s name, the Agent is hereby authorized to encumber any real property owned by the Company as security for any such borrowings. 3 . The Agent shall receive, deposit in the Company' s bank accounts and process funds of the Company transmitted to the Agent from time to time for such purposes. 4 . The Agent shall render all services under this Agreement in compliance with applicable laws or regulations which relate to the duties of the Agent in collecting charges or paying expenses . it is further agreed that to the extent that the provisions of this Agreement are in conflict with the provisions of any such laws or regulations, the laws or regulations will govern and this Agreement shall be deemed to be modified to comply with such laws or regulations. 5 . This Agreement shall be effective July 1, 1993 . Either party may terminate this Agreement upon sixty (60) days notice in writing; 'however, this agreement may be revoked as to others relying thereon only by written revocation filed for record in —Y . the office of the county clerk in the county in which any real estate affected thereby may be located and shall remain in full force and effect until so filed. 6 . The Company agrees to indemnify the Agent for any liability, cost or expense incurred to any third party on account of or arising from the execution of this Agreement or the performance of the Agent' s duties hereunder. 7 . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and it may not be amended except in a writing signed by each of the parties hereto; provided however that, subject to paragraph 5 above, certain terms not inconsistent with the terms hereof (including, without limitation, terms relating to compensation of Agent, record keeping, and statements) may be contained in a separate agreement between the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Arlington, Texas as of the �t T day of July, 1993 . D.R. HORTON, INC. By A, a- David J. Keller, Executive Vice President D.R. HORTON - TEXAS, LTD. By Meadows I, Ltd. , a Delaware corporation, its sole general partner David J. Kele, Vice President STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on this 315T day of July, 1993, by David J. Keller, Executive Vice President of D.R. Horton, Inc . , a Delaware corporation, on behalf f said corpor ion. Not P lic gnatur +ase�.et JUDY M.SNEDEKER NOTARY PUBLIC Notary Public Printed Name STATE OF TEXAS �� �t My Comm.Up. 1_6-96 My Commission Expires: LP _ry STATE OF TEXAS COUNTY OF TAR.RANT This instrument was acknowledged before me on this 3, day of July, 1993, by David J. Keller, Vice President of Meadows I, Ltd. , sole general partner of D.R. Horton - Texas, Ltd. �\- :S3,,u4, L Not tic ignat re "AY Pq, JUDY M.SNEDEKER NOTARY PUBLIC U a STATE OF TEXAS Nota Public Printed Name My Comm.Exp.1-6-96 (_ My Commission Expires: `— AGREBM$NT\AGENCY ' w L. I fu.I uiv r ax f 35)UU25)2 Jul 8 2003 1:22 P.02 D.JL NORTON,INC. CONSENT OF EXECUTIVE COMMITTEE OF THE BOARD OF DHWCTORS May 3%2003 The undersigned, being all of the members of the Executive Committee of the Board of Directors of D.R.: Horton, Inc., a Delaware corporation (the "Company'), do hereby adopt the following resolutions: ewuval of Officer RESOLVED,that Timmy-Romero is hereby removed from each office of the Company which he currently holds. Election of Assistant Secretary RESOLVED,that Don,E.Allen is hereby elected to the office of Assistant Secretary ofthe Company in the DEW-West Division(the"Division')to serve until the next annual meeting of directors of the Company and until he successor is duly elected and qualified or until he earlier death,resignation or removal; and RESOLVED FURTHER, that as an.Assistant Secretary of the Company, Don E.Allen is hereby authorized,in the Division and in the name and on behalf of (i) the Company, (ii) any partnerships of which the Company is a general partner, manager or agent, and(iii) any limited liability company of which the Company is a member,manager or agent(collectively,the"Entities"),to execute and deliver any and all documents and instruments, including without limitation home sales contracts, general or special warranty deeds, bills of sale, lien waivers, owner's affidavits, settlement statements and other conveyance documents and closing statements necessaryto contract for or close the sale of anyone ormom single-family residences on behalf of the Entities. IN WITNESS WHEREOF, the undersigned have signed as of the date first above written. -- Don d . Orton nal omnitz S'smuel R.Fuller V-.V-MWA.LTW�6\D mu3Mly3o-conwpd ItVU. I. LVV.) I I . Iunn1 vn 11VKIVIV MAttt bUILUL K NO. 413 P. 2 D,It,AOX TON,INC. CONSENT OF EXECUTIVE COMMITTER OF THE BOARD OF DIRECTORS July 16,2003 The undersigned,being all ofthe members of the Executive Committee of the B oard ofDituctors ofDAR Horton,Inc.,a Delaware corporation(the"Company"),do hereby adoptthe following resolutions: Rjpction of Aaeistant Vice President RESOLVED,thatItandyliorton to hereby elected to the office ofAssistant Vice President(the"Assistant Vico President)in the Company's DPW West Division(the "Division'),to serve until thenext annual meeting ofthe directors ofthe Company and until his successor is duly elected and qualified oruntil his earlier death,resignation or removal, RESOLVED FURTHER,that the Assistant Vice President is hereby authorized and empowered,in the Division and in tbo name and onbehalfaf'(A)the Company,(B) any partnerships of which the Company is a general partner,manager or agent,and(C) any limited liability company of which the Company is a member,manager or agent (collectively,the"Bntities"),(i)subject to written approval by any one ofthe following offloers of the Company:a)Chairmen of the Board,b)Vice Chairman,President and Chief&ecutive Officer, c)Executive Vice President,Treasurer and ChiefFinancial Officer,or(d)the Region president ofthe Division(the"`Approving Officers"),to execute mid deliver contracts,agreements and other documents and instruments for the purchase ofreal property,and any improvements or appurtenances constructed thereon or affixed thardto,or any interest therein,including without limfitgdon any right-of-way,easement, leasehold or other tangible or intangible property,right or interest,and any personal property rela ft or inoident thereto,(ii)subject to the written approval of any one ofthe .Approving Officers,to execute and deliver contrasts,agreements,deeds,conveyances or other obligations ofthe Entities,closing statements and othor documents and instruments for the sale of improved or unimprovodreal property,or any interest or right therein, owned,leased or otherwise controlled by the Entities,and(iii)to exeoute and deliver model borne leases and such otheragreements,instruments or doournents as the Approving Officers shall direct, RESOLVED FURTHER, that in cotmaction with tho management of the Company's business,the Assistant Vice President is hereby authodW and empowered, in the name and on behalf of the Entities in the Division,to execute and deliver(i) contracts, agreements and other documents and instruments for the subdivision, amu• cVVJ I I. iun,n un nvnivn hNItn OUIL I NO. 413 P. 3 development and/or improvement ofr�gl property,(li)home sales cocitracts,salesperson employment agreements and similar or equivalent agreements,documents of inst rurnents and (III) personal property losses for, among other things, office equipment and construction trailers. RESOLVED FURTHER, that in connection with the mgnagerment of the Company's business in the Division,the Assistant Vice Presidentshall be authorized and empowered,in the,name and on behal.£of the Entities in the Division,to execute and deliver any and all documents and instn=ents necessary to sell and convey title to single-family homes, RESOLVEb l U,ti.TMR,that Randy Morton is hereby removed from any position not granted above, Election of Assts Ant c nretaCy RESOLVED,that Don R.Allen is hereby elected to the office of Assistant Secretary oftheCompanyin thal)FW-WestDivision(the"Division,")to serve untilthe next annual meet ofdirectors ofthe Company and watil he successor ie duly elected and qualified or until he earlier death,resignation or removal, R"OLVED FURTHER,that as an Assistant Seoretwy oftho Company,Don E,Allen is hereby authorized,in the Division and In the name and on behalf of(i)the Company,(ii)anypartnerships of which the Company is a general partner,manager or agent,and(iii)any limited liability company ofwhich the Company is a tnetnbcr,manager or agent(colleotively,the"Butities"),to execute and deliver the following documents, instruments and agre=ents pertaining to the Entities'development oflaad in the Division (including those relatedtohomeowner associations):subdivision plats,casements,deeds to common at'eas,homeowner association bylaws and articles,deed restrictions,covenants and conditions,subcontractor agreements,maintenance contracts,entittement submissions, subdivision improvement agreements,permit applications,agreements with adjacent prapetty owners,oo>zsultlng contracts and sitnilar or equivalent agrmnents,documents or instruments, as well as amendments thereto. RESOLVED FURTHER,that the Assistant Secretary is hereby authorized and empowered,in the Dlvigion and in the name and on behalf of the PAtities,subleot to written approval by anyone of the following offkers ofthe Company:a)Chairman ofthe Board, b)Vice Chairman,President and Chief Exeoudve Officer, a)Executive Vice President, Treasurer and Chieflainancial officer,or(d)the Region President ofthe Division,to execute and deliver contracts,agreements and other documents and instruments for the purchase of real property,and any improvements or appurtenances constructed thereon 2 cvvJ urnm un nvnlvlr iiMLt bUILUtI{ NO. 413 P. 4 or affixed thereto,or any interest therein,including without limitation anyright-of way, oaSetneht,leaschold or other tangible or intangible property,right or Interest,and auy personal property relating or Incident thereto, IN WITNESS WHEREOF,the undersigned have signed as of the date first above written. Do k orlon lt4 Donald Y.Totnnitz Sattiuel R, Fuller U.NTBWN.'f1A4Sn1DH1103Jv116•Coe.wp0 3