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HomeMy WebLinkAbout26-0663 Exhibit Cost Sharing Agreement THE STATE OF TEXAS § § COUNTY OF DENTON § COST SHARING AGREEMENT This Cost Sharing Agreement (this Agreement is made and entered into this ___ day of ___________, 2026 Effective Date, by and amongst the City of Denton, a Texas Home-Rule Municipal Corporation (City), with its offices located at 215 East McKinney Street, Denton, Texas 76201; Cole Ranch Improvement District No. 1 of Denton County, Texas District a mailing address of ABHR, c/o Stephen M. Robinson, 4514 Cole Avenue, Suite 1450, Dallas, Texas, 75205; Cole Ranch Development LP, a Texas limited partnership (hereinafter referred to as Developer, whose principal address is 5005 Riverway, Suite 500, Houston, Texas 77056; Hunter Ranch Improvement District No. 1 of Denton County, Texas (hereinafter referred to as HRID Dallas, Texas, 75205; and HR 3200, LP, a Texas limited partnership (hereinafter referred to as Hunter Developer), whose principal address is 3000 Turtle Creek Boulevard, Dallas, Texas 75219. Each of the City, District, Developer, HRID and Hunter Developer shall be referred to PartyParties. RECITALS: WHEREAS, Developer is the developer or affiliate of the developer of certain real property located in the City of Denton, Texas and being depicted on Exhibit A-1, attached hereto and made a part hereof for all purposes (Property); and WHEREAS, the Property is also located within the District; and WHEREAS, Hunter Developer is the developer or affiliate of the developer of certain real property located in the City of Denton, Texas and being depictedon Exhibit A-2, attached Hunter Property WHEREAS, Developer is in the process of developing and improving the Property and Hunter Developer is in the process of developing and improving the Hunter Property and in connection with the same, the District must design, construct and install adequate wastewater facilities to service the Property and the Hunter Property as generally depicted on Exhibit B District Facilities; and WHEREAS, the City wishes to participate in the cost of designing, constructing and installing a portion of the District Facilities to provide for additional capacity in the wastewater main to expand its utility system and insure adequate utility service to other customers, which consists of the Hickory Creek Interceptor identified in Exhibit L of the Cole Ranch Operating Agreement effective April 7, 2020, as amended by that certain First Amendment to Operating Agreement, effective February 18, 2025 Operating Agreement and the Civil Construction Plans for Hickory Creek Sanitary Sewer CEP25-0028, as shown on Exhibit C, attached hereto and incorporated herein by reference (the Required Facilities); and WHEREAS, City, District, Developer, HRID and Hunter Developer desire to enter this Agreement to increase the capacity of improvements in anticipation of future development in the area; and WHEREAS, City, District, Developer, HRID and Hunter Developer desire to set forth, in writing, their understandings and agreement regarding the design, construction and installation of the Required Facilities. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein City, District, Developer, HRID and Hunter Developer do hereby AGREE as follows: 1. Term This Agreement becomes effective upon the Effective Date and shall remain in effect until the Required Facilities are completed, have been accepted by the City, and the City, District and HRID have paid for their respective portions of the Total Costs (as defined below) for the Required Facilities in accordance with the terms hereof, unless earlier terminated in a writing that is signed by the City, District, Developer, HRID and Hunter Developer. 2. Scope of Work District shall design, install, and construct the Required Facilities. 3. City, District, Developer, HRID and Hunter Developer Rights and Responsibilities A. The amount of the City and HRID participation in the cost of the Required Facilities shall be limited to its Project Allocation (as defined below) of the Total Cost. Total Cost shall be the sum of the Soft Costs and the Hard Soft Costs shall mean the actual design, engineering and staking, construction management, inspection, material testing, and legal costs. shall mean the construction, materials, labor, bonds, bidding, contracting, insurance costs and all related fees and expenses for the Required Facilities. Total Cost will be allocated between the City, HRID and the District on a segment-by-segment basis as shown on Exhibit D Project Allocation. B. The Parties agree that the construction contracts for the Required Facilities shall be let by the District as owner in accordance with competitive bidding rules. Prior to starting work under a construction contract for the Required Facilities, Developer shall coordinate or cause the District engineer to coordinate a pre-construction meeting with the City, the general contractor, and the engineer of record, as well as all inspections and testing, as contemplated by the development contract for Public Improvements attached hereto as Exhibit E. C. The City shall be responsible for Share of the Total Cost based on the pro rata share for the applicable segment set forth in Exhibit D City Project Allocation Share) based on the recommended bid for the Required Facilities. Prior to award of the construction contract, the City shall take all actions to cause the City Council to allocate the funds required for the City Project Allocation Share, as set forth in Section F, below, and place such funds in an escrow account City Escrow 2 Account, which funds shall be subject to the Escrow & Pay Agent Agreement attached hereto as Exhibit G, which provides for periodic withdrawal requests Withdrawal Request(s) from the District as required to pay costs related to the construction of the Required Facilities Escrow Agreement. D. HRID shall be responsible for HRID Cost based on the pro rata share for the applicable segment set forth in Exhibit D HRID Project Allocation Share) based on the recommended bid for the Required Facilities. HRID and HRID Developer shall enter into a cost sharing agreement with the District and Developer to account for the HRID Project Allocation Share CRID/HRID Agreement). E. Share of the Total Cost based on the pro rata share for the applicable segment set forth in Exhibit D Developer Project Allocation Share), based on the recommended bid for the Required Facilities. Developer shall also be responsible for accounting for the HRID Project Allocation Share through the CRID/HRID Agreement. F. The City shall deposit into the City Escrow Account an initial amount equal to fifty percent (50%) of the City Project Allocation Share within thirty (30) days after the Effective Date of this Agreement Initial City Funding Share shall be deposited into the City Escrow Account within sixty (60) days , which is City Bond Funding The City currently anticipates funding such remaining balance through the Project Allocation Share under this Agreement shall not be contingent upon the City Bond Funding or the availability of bond proceeds. The District shall make requests for disbursements from the City Escrow Account on a quarterly basis in advance of the projected City Project Allocation Share for the subsequent quarter. The District shall provide the City Director of City Designee written notice of its intent to draw from the Escrow Account, along with an accounting of receipts and payments to date, and a calculation of how each Allocation Share for such quarter has been calculated, at least thirty (30) calendar days prior to the start of each calendar quarter for the estimated amounts due for the City Project Allocation Share for the progress of the construction of the Required Facilities in such upcoming quarter. No earlier than fifteen (15) days after providing such notice to the City Designee, the District shall deliver to the Escrow Agent a Withdrawal Request and Certificate for the Escrow Agreement that complies with the requirements of the Escrow Agreement in order to draw cash from the Escrow Account. By way of example, for a quarter beginning on July 1 and ending on September 30, the District shall make a request for disbursement on June 1, and the Withdrawal Request and Certificate shall be provided to the Escrow Agent on June 15 for disbursement by July 1. The first quarterly request for disbursement shall include the Total Costs incurred through the 3 Effective Date and the projection of Total Costs to be incurred from the Effective Date through the end of the first full calendar quarter following the Effective Date. Within seven days of the funding of the City Escrow Account pursuant to the Initial City Funding, above, the District shall deliver to the Escrow Agent a Withdrawal Request and Certificate for the Escrow Agreement that complies with the requirements of the Escrow Agreement in order to release the first quarterly request for disbursement. If at any time the balance of the City Escrow Account is projected to be insufficient to pay the City Project Allocation Share of the Total Costs for the upcoming quarter based on the construction schedule for the Required Facilities, the District shall notify the City Designee in writing, and the City shall deposit additional funds into the City Escrow Account sufficient to cover the City Project Allocation Share for such upcoming quarter within thirty (30) days after receipt of such notice. In the event the City does not complete the City Bond Funding, or if bond proceeds are insufficient for any reason, the City shall nevertheless deposit into the City Escrow Account the remaining balance of the City Project Allocation Share within thirty (30) days after written notice from the District that such funds are required. In no event shall the City delay funding its City Project Allocation Share beyond December 31, 2026, regardless of whether such bonds have been issued. G. The District shall provide or cause the District engineer to provide the City Designee and the HRID district engineer copies of invoices and pay applications under the applicable construction contract for the Required Facilities promptly upon receipt and the City Designee and the HRID district engineer shall have fifteen (15) calendar days from the date of receipt to object to the invoices or pay applications. If the City Designee or the HRID district engineer fails to object within the fifteen (15) calendar day timeframe, the pay application will be deemed approved by the City Designee or the HRID district engineer, as applicable. If the City or HRID has an objection, the District and Developer shall reasonably attempt to satisfy the concerns set forth in the objection and provide written notice to the City or HRID explaining the resolution(s) for satisfying such concerns, but the final decision regarding approval of invoices and pay applications shall remain with the District. H. Within thirty (30) calendar days after completion and final acceptance of the Required Facilities in accordance with Section 4.05 of the Operating Agreement, the District shall cause its engineer and bookkeeper to prepare a final report confirming the total, actual costs of the Required Facilities (the Required Facilities Final Accounting the cost of such report. The Required Facilities Final Accounting shall state: (A) the costs actually paid by each Party for the Required Facilities, (B) the costs that should have been incurred by each Partybased on its respective pro rata share for each segment set forth on Exhibit D, and (C) the amount of any underpayment or overpayment made by the Parties, taking into account clauses (A) and (B) above. The Required Facilities Final Accounting shall be provided to the Parties within ninety (90) calendar days after completion and final acceptance of the Required Facilities. Within 4 thirty (30) calendar days of the date the Required Facilities Final Accounting is received by the Parties, the Party that underpaid shall pay the other Party the amount of the underpayment. I. All change orders under a construction contract for the Required Facilities are subject to approval by the District, the Developer, the HRID district engineer and the City Designee and shall reflect modifications to the contract on a segment-by-segment basis. Each of the HRID district engineer and the City Designee shall have fourteen (14) calendar days from the date of receipt to review and provide written objections to a change order. If the HRID district engineer or City Designee fails to object within the fourteen (14) calendar day timeframe, the change order will be deemed approved by each Party. The District shall consider all reasonable objections to change orders but the final decision regarding approval of a change order remains with the District. To the extent a change order alters the Total Cost or the Project Allocations, the Parties agree that each part Project Allocation share shall be revised accordingly, Exhibit D shall be updated, and this Agreement is automatically amended to reflect the agreed to change order amounts and the City shall deposit the additional City Project Allocation Share into the City Escrow Account. J. The construction contracts for the Required Facilities shall include performance, payment, and maintenance bonds, in the form attached hereto as Exhibit F, which shall be in compliance with Chapter 2253 of the Texas Government Code and in the total amount of the construction contract to ensure completion of the Required Facilities. District shall cause the contractors for the Required Facilities to provide a two (2)-year maintenance bond in favor of the City. City shall cause the contractor or its surety to repair and/or replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and final acceptance of each phase of the Required Facilities by the City. K. This Agreement is subject to and governed by the Denton Development Code and any other applicable ordinances of the City of Denton, Texas including Ordinance MPC19-0001b, as each has been or may be amended from time to time. L. Developer shall make good faith efforts to obtain all necessary permits, licenses, and easements to construct and install the Required Facilities, and the costs for acquisition of all necessary permits and licenses are subject to the Project Allocation. The Parties agree and acknowledge that the City has provided or will provide all property rights on City property required for the construction of the Required Facilities. The easements, deeds, and plats therefor obtained by the Developer in connection with the construction and installation of the Required Facilities shall be reviewed and approved as to form and substance by the City, which approval shall not be unreasonably withheld. If Developer is unable to acquire needed easements, the City agrees to consider securing the required easements with the full powers provided to it, including, if necessary, condemnation, in the method outlined and pursuant to the Operating Agreement Section 4.07. Developer shall 5 provide the City with any reasonably requested documentation of efforts to obtain such easements, including evidence of negotiations and reasonable offers made to the affected property owners. Any easements for the Required Facilities obtained by the Developer shall be assigned to the City, if not taken in the Citys name, prior to acceptance of the Required Facilities, and the Developer warrants clear title to such easements from and against all lawful claims and demands of all persons claiming by, through, or under the Developer, subject however to all easements, covenants, conditions, reservations, restrictions and matters of record and any conditions that would be uncovered by an inspection of the easement area or an accurate Permitted Exceptions, and will indemnify the City against any adverse claim made against such title, other than the Permitted Exceptions. M. Minor amendments to this Agreement, as determined by the City Manager, may be authorized by the City Manager without the necessity of a vote of City Council. N. Unless the delay is caused by the act or omission of the City, the City shall not be liable for any additional cost because of delays in beginning, continuing, or completing construction of the Required Facilities. O. To confirm the actual cost of the Required Facilities, City and HRID shall have the right upon at least one weeks notice and at a reasonable time during regular business hours to inspect any and all records of the District, its agents, employees, contractors, or subcontractors, and shall have the right to require the Developer to submit any necessary information, documents, invoices, receipts, or other records to verify the actual cost of the Required Facilities. If the actual costs are lower than those noted on Exhibit D, each share of the Total Cost shall be reduced pro rata based on each Exhibit D. P. THE DEVELOPER SHALL INDEMNIFY THE CITY FROM ANY AND ALL CLAIMS, DAMAGES, LOSS, OR LIABILITY OF ANY KIND WHATSOEVER (INCLUDING DEATH), BY REASON OF INJURY TO PROPERTY OR PERSON OCCASIONED BY ANY NEGLIGENT ACT OR OMISSION, NEGLECT, OR WRONGDOING OF THE DEVELOPER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR CONTRACTORS IN THE PERFORMANCE OF THIS AGREEMENT; AND THE DEVELOPER SHALL, AT ITS OWN COST AND EXPENSE, DEFEND AND PROTECT THE CITY AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. NOTWITHSTANDING THE FOREGO INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL NOT INCLUDE ANY CLAIMS, DAMAGES, LOSSES, OR LIABILITIES OF ANY KIND WHATSOEVER THAT ARE CAUSED BY THE . IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF BOTH DEVELOPER AND THE CITY, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED 6 COMPARATIVELY IN ACCORDANCE WITH EACH PARTIES FAULT/NEGLIGENCE. FURTHER, IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF BOTH DEVELOPER AND THE CITY, RESPONSIBILITY FOR ALL COSTS OF DEFENSE SHALL BE APPORTIONED BETWEEN THE CITY AND DEVELOPER BASED UPON THE COMPARATIVE FAULT OF EACH. Q. Prior to the final payment to a contractor for any portion of the Required Facilities: i. The Required Facilities must be (i) completed by the District; (ii) reviewed and inspected by the City; and (iii) approved and accepted by the City. During the work on the Required Facilities, the City and HRID have the right to review all documents, maps, plats, records, photographs, reports and drawings affecting the construction and to inspect the work in progress; and ii. At the time of substantial completion of the Required Facilities, Developer shall or shall cause the District engineer to provide record drawings to the City and HRID, notify the City and the HRID engineer of substantial completion, and request a final walkthrough of the work. The City Public Works Inspector shall schedule a final walkthrough within ten (10) calendar days of notification of substantial completion and receipt of record drawings. The City shall then promptly conduct a final walkthrough of the Required Facilities and provide punch list of items to be remedied by the contractor, and the District shall cause the contractor to correct any deficiencies noted by the City in its punch list satisfaction prior to final acceptance. The City shall schedule any necessary re-inspections within ten (10) calendar days of notice that the punch list items have been completed. 4. Legal Construction In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 5. Counterparts This Agreement may be executed, including electronically, in one or more counterparts, each of which when so executed shall be deemed to be an original and constitute one and the same instrument. If this Agreement is executed in counterparts, then it shall become fully executed only as of the execution of the last such counterpart called for by the terms of this Agreement to be executed. 6. Assignment 7 The District, HRID, Developer and Hunter Developer shall not sell, assign, or transfer its obligations or its interest or rights in the Agreement, or any claim or cause of action related thereto in whole or in part, without providing written notice of such assignment to the City. Notwithstanding the other terms of this Agreement, Developer and Hunter Developer may assign their obligations under this Agreement to a related entity or to a special district without prior consent of any of the Parties. As an express condition of consent to any assignment, District shall remain liable for completion of the Required Facilities in the event of default by the successor contractor or assignee. 7. Venue Any and all suits for any breach of this Agreement, or any other suit pertaining to or arising out of this Agreement, shall be brought in a court of competent jurisdiction in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 8. Entire Agreement This instrument embodies the entire agreement of the Parties hereto and there are no promises, terms, conditions, or obligations other than those contained or incorporated herein. This Agreement shall supersede all previous communications, representations, or agreements, whether verbal or written, between the Parties hereto with respect to the subject matter of this Agreement. 9. Miscellaneous A. Pursuant to Section 2270.002, Texas Government Code, the Developer and Hunter Developer each hereby (i) represents that it does not boycott Israel, and (ii) subject to or as otherwise required by applicable federal law, including without limitation 50 U.S.C. Section 4607, agrees it will not boycott Israel during the term of the Agreement. As used in the immediately aning given such term in Section 2270.001, Texas Government Code. B. The Developer and Hunter Developer each hereby represents that (i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as a company known to have contracts with or provide supplies or services to a foreign terrorist organization. As used in have the meaning given such term in Section 2252.151, Texas Government Code. C. By signing and entering into this Agreement, Developer and Hunter Developer each verifies, pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), it is not a Company that boycotts energy companies and agrees it will not boycott energy companies during the term of this Agreement. The terms 8 means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not include a sole proprietorship. D. By signing and entering into the Agreement, Developer and Hunter Developer each verifies, pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session, directive that discriminates against a firearm entity or firearm trade association and agrees it will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The terms on 2274.001(3), Texas Government Code for-profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not mean a sole proprietorship. E. The Parties agree that this Agreement is an agreement for good and services to the City pursuant to Texas Local Government Code 271.151. 10. Certification of Execution The person or persons signing and executing this Agreement on behalf of Developer, or representing themselves as signing and executing this Agreement on behalf of Developer, do hereby warrant and certify that he, she or they have been duly authorized by Developer to execute this Agreement on behalf of Developer and to validly and legally bind Developer to all terms, performances and provisions herein set forth. The person or persons signing and executing this Agreement on behalf of District, or representing themselves as signing and executing this Agreement on behalf of District, do hereby warrant and certify that he, she or they have been duly authorized by the District to execute this Agreement on behalf of District and to validly and legally bind District to all terms, performances and provisions herein set forth. The person or persons signing and executing this Agreement on behalf of Hunter Developer, or representing themselves as signing and executing this Agreement on behalf of Hunter Developer, do hereby warrant and certify that he, she or they have been duly authorized by Hunter Developer to execute this Agreement on behalf of Hunter Developer and to validly and legally bind Hunter Developer to all terms, performances and provisions herein set forth. The person or persons signing and executing this Agreement on behalf of HRID, or representing themselves as signing and executing this Agreement on behalf of HRID, do hereby warrant and certify that he, she or they have been duly authorized by HRID to execute this 9 Agreement on behalf of HRID and to validly and legally bind HRID to all terms, performances and provisions herein set forth. 11. Notices. Any notice, payments, or communications to be given hereunder by a Party to any other Party shall be in writing and may be effected by delivery in person or by facsimile, or by sending said notice by certified mail, return receipt requested, to the address set forth below. Notice shall be deemed given by mail when deposited with the United States Postal Service with sufficient postage affixed. To District: Cole Ranch Improvement District No. 1 of Denton County, Texas Attn: President, Board of Directors c/o Allen Boone Humphries Robinson LLP 4514 Cole Ave, Suite 1450 Dallas, Texas 75205 Email: srobinson@abhr.com To Developer: Cole Ranch Development LP Attn: Ms. Elizabeth York, Sr. Vice President and General Counsel 5005 Riverway, Suite 500 Houston, Texas 77056 E-mail: elizabeth@johnsondev.com To HIRD: Hunter Ranch Improvement District No. 1 of Denton County, Texas Attn: President, Board of Directors c/o Allen Boone Humphries Robinson LLP 4514 Cole Ave, Suite 1450 Dallas, Texas 75205 Email: sbapat@abhr.com To Hunter Attn: Mr. Andrew Pieper Developer: HR 3200, LP 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: Andrew.pieper@hillwood.com with a copy to: Attn: Michele Ringnald HR 3200, LP 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: michele.ringnald@hillwood.com To City: City of Denton Attn: City Manager 215 E. McKinney St. Denton, Texas 76201 Email: cmo@cityofdenton.com \[Signature pages follow\] 10 EXECUTED by the undersigned dulyauthorized officials and officers of the Cityand the Developer, on this the _____day of ______________, 2026. CITY OF DENTON A Texas Municipal Corporation By: ________________________________ CASSEY OGDEN, INTERIM CITY MANAGER ATTEST: INGRID REX, CITY SECRETARY By: ________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature Ejsfdups _________________________ Title Efwfmpqnfou!Tfswjdft _________________________ Department 5038037 Date Signed: ______________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: ________________________________ HRID: Hunter Ranch Improvement District No. 1 of Denton County, Texas By: _________________________ _____________, Board of Directors Qsftjefou ATTEST: By:_____________________________ _____________, Board of Directors 14 Exhibit A-1 Property Description the District 16 Exhibit A-2 Property Description Hunter Property 17 Exhibit B District Facilities 18 Exhibit C Required Facilities CEP25-0028 is on file at Development Services and available upon request 19 Exhibit D Estimated Total Costs of Required Facilities and Project Allocation 20 TFHNFOU!4 TFHNFOU!5TFHNFOU!6TFHNFOU!7TFHNFOU!8TFHNFOU!9TFHNFOU!: TFHNFOU!2TFHNFOU!3 TFHNFOU!TQMJU u g ! 9 : : - 3 u g ! 5 3 : UNTFUNTFUNTF U N T F UNT F U N T F U N T F U N T F U N T F U N T F U N T F U N T F U N T F U N T F U N T F UNTFUNTFUNTF UNTFUNTFUNTF U N T F U N T F U N T F U N T F U N T F UNTFU NTF ug!54 9-9 FTNUFTNU FTNUFTNU U N TF U N T F U UN T NF T FU NT F FTNU U N T F U N T F Exhibit E Development Contract for Public Improvements 21 PROJECT NO. _________________ CONTRACT TYPE _____________ DEVELOPMENT CONTRACT FOR PUBLIC IMPROVEMENTS THE STATE OF TEXAS § § COUNTY OF DENTON § This Development Contract for Public Improvements ), including any Exhibits attached hereto, is entered into by and between the City of Denton, a Texas home-rule municipal corporation of Denton County, Texas, (; _______________________________________, a_________________________ ; and _____________________________________, a___________________________ , and is effective on this ____ day of __________________, 20____ WHEREAS, the Developer wishes to enter into this Agreement with the City to provide for the construction of ________________________________ hereto and made a part hereof by reference ; and WHEREAS, the Developer, whose business address is__________________________________________, is the owner of ___ acres of real property generally located at ____________________, and specifically described in B (the ; and WHEREAS, the Public Improvements described in Exhibit A are necessitated by and will serve the Development; and WHEREAS, this Agreement is entered into pursuant to Subchapter C of Chapter 212 of the Texas Local Government Code and as a condition of plat approval; and WHEREAS, the Developer agrees the Public Improvements are roughly proportional to the Page 1 of 16 benefits received and burdens imposed by the Development; and WHEREAS, this Agreement is required to ensure the Public Improvements are constructed in accordance with the standard specifications for public works projects and all applicable ordinances and design criteria manuals (the City Standards); and WHEREAS, this Agreement is required to ensure the Public Improvements are constructed in accordance with the plans and specifications prepared, signed, and sealed by ; and WHEREAS, the Developer understands that the Project Specifications may only be amended with the written approval of the City Engineer or their designee; and WHEREAS, the City Standards and Project Specifications are incorporated herein by reference and shall be collectively referred to as WHEREAS, the Developer understands and agrees that it is responsible for and has retained at its sole expense the Engineer to design the Public Improvements in accordance with the City Standards and applicable state and federal regulations, taking into consideration site conditions that may impact the Public Improvements; and WHEREAS, the Developer shall provide for the construction of the Public Improvements by the Contractor and through whose business address is __________________________________; and WHEREAS, the Contractor is experienced in the construction of improvements similar to the Public Improvements; and WHEREAS, the Developer and the Contractor recognize the City has an interest in ensuring that the Public Improvements, which will, upon completion and acceptance by the City, become public property, are properly constructed in accordance with the Plans and Specifications and that the Contractor Page 2 of 16 pays its subcontractors; WHEREAS, the City may sue to enforce any provisions of this Agreement including, without limitation, those involving compliance with the Plans and Specifications and completion of the Public Improvements before the expiration of the Maintenance Bond; and WHEREAS, the City, the Developer, and the Contractor agree that a Performance Bond, a Payment Bond, and a Maintenance Bond will be furnished by the Contractor in favor of the City and shall be executed by a surety company authorized to do business in the State of Texas. NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Contract, the Parties agree to the following terms and conditions: ARTICLE I TERM This Contract shall begin on the Effective Date and continue until the date that each of the obligations of the Parties hereto has been satisfied; provided, however, that this Contract may terminate ARTICLE II GENERAL PROVISIONS 1. Covenants of Developer and Contractor. (a) Construction and Substantial Completion. Contractor shall construct the Public Improvements in accordance with the Plans and Specifications and complete the Public Improvements no later than 365 calendar days from the date of issuance of the Notice-To-Proceed. -To-Proceed" means the document issued by the City permitting the Contractor to begin construction of the Public Improvements. (b) In the event the Contractor is unable to meet the deadline in Section 1(a) of this Article, the Contractor shall submit an extension request to the City for Page 3 of 16 consideration. Extensions may be issued in six (6) month increments at the (c) Developer shall be responsible for all monies due to the Contractor for construction of the Public Improvements. (d) The Parties agree the City shall have no liability to the Contractor under this Contract. By executing the Contract, Contractor agrees to rely solely on the Developer, and not the City, for payment. The City, in its discretion, may require the Developer to provide security for payments to the Contractor, which may be in the form of a cash deposit with the City, a letter of credit, a dedicated construction account with a lending institution approved by the City, or other security the City, in their discretion, deems adequate to ensure the Developer does not default in its payment obligations to the Contractor. (e) Authority of City Engineer and Developer and Contractor Warranty. i. All work on the Public Improvements shall be performed in a good and workmanlike manner and to the satisfaction of the City. The City shall decide all questions that arise as to the quality and acceptability of materials furnished, work performed, and the interpretation of the Plans and Specifications. The City may reject any work that in its sole opinion is not performed in accordance with the Plans and Specifications. ii. The Contractor, its surety on the Maintenance Bond as required herein, and the Developer warrant that the Public Improvements will be free from defects in materials and workmanship and that they will pay to remedy same for a period of two years after the completion of the Public Improvements and final acceptance by the City y . Page 4 of 16 This warranty shall not constitute a limitation on the duty to remedy latent defects in construction that were not known at the time of final acceptance or within the Warranty Period. iii. The Contractor shall furnish the City with every reasonable facility for ascertaining whether the work performed was in accordance with the Plans and Specifications. (f) Inspections, Tests, and Orders. i. The City may require Contractor, at its own expense, to remove and replace any work done or materials used without suitable inspection by the City, unless the work and materials were given prior written approval from the City. ii. The City shall perform: A. Periodic inspections of the work; B. A final inspection prior to final acceptance by the City; and C. Inspections at 30 and 400 days from the date of final completion and acceptance of the Public Improvements by the City. iii. Upon failure of the Contractor to allow an inspection; to provide safe access for inspections; to test materials furnished; to satisfactorily repair, remove or replace, if so directed, rejected, unauthorized, or condemned work or materials; or to follow any other request or order of the City, the City shall notify the Developer of such failure and may suspend inspections of such work, issue a stop work order, or both until such failure is remedied. If such failure is not remedied to the satisfaction of the City, the City shall have no obligation under this agreement to approve or accept the Public Page 5 of 16 Improvements and the City may withhold, suspend, or revoke any permits or other approvals for the Development until such matter is remedied to the satisfaction of the City. iv. Although the Public Improvements described herein may be accepted by the City, the City may recover damages against the Developer and/or Contractor and upon the bonds if it is discovered that the Public Improvements were not built in accordance with the Plans and Specifications. (g) Insurance. Contractor shall provide for insurance in form and in substance in accordance with the standard insurance requirements for public works projects (the The Standard Insurance Requirements in effect on the Effective Date are incorporated herein by reference, are on file with the City, and may be amended from time to time. (h) Means and Methods of Construction. The Contractor may choose the means and methods of construction; subject, however, to the right to reject the Public Improvements when the means or method of construction does not, in the sole judgment of the City, assure that the Public Improvements are constructed in accordance with Plans and Specifications. (i) Books and Records. i. Books and Records includes, without limitation, any item stated in the General Requirements section in the Plans and Specifications, for example, material test reports, material tickets, material submittals, project schedules, TDLR inspections, As-Built plans, and project-specific specifications. Page 6 of 16 ii. Any or all of the Developer and the Books and Records related to the construction of the Public Improvements shall be available for inspection by the City within 14 days of a request submitted by the City pursuant to Section IV.9 of this Contract. iii. ABooks and Records related to the construction of the Public Improvements shall be submitted to the City prior to final acceptance of the Public Improvements. (j) Performance Bonds. The Contractor shall execute a Performance Bond in the full amount of the cost to construct the Public Improvements in favor of the City ensuring completion of the Public Improvements in accordance with the Plans and Specifications. The Performance Bond shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government Code, shall be on the contain a local resident agent for service of process. (k) Payment Bonds. The Contractor and Developer shall execute a Payment Bond in the full amount of the cost to construct the Improvements in favor of the City ensuring against claims from suppliers and subcontractors. The Payment Bond shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government Code, shall be on the process. (l) Maintenance Bonds. The Contractor shall execute a Maintenance Bond warranting against defects in materials and workmanship for a period of two years from the date of final acceptance by the City. The Maintenance Bond shall Page 7 of 16 be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government Code, shall be on the process. (m) Retainage: Final Payments. As security for the faithful completion of the Public Improvements, Contractor and Developer agree that the Developer shall retain ten (10) percent of the total dollar amount of the contract price until after final approval or acceptance of the Public Improvements by the City. The Developer shall thereafter pay the Contractor the retainage, only after Contractor has furnished to the Developer satisfactory evidence including an affidavit that all indebtedness has been paid, that all indebtedness connected with the work and all sums of money due for labor, materials, apparatus, fixtures, or machinery furnished for and used in the performance of the work have been paid or otherwise satisfied. In addition, Contractor shall provide Developer with a consent to final payment from the payment bond surety. (n) Encumbrances. Upon completion and final acceptance of the Public Improvements by the City, the Public Improvements shall become the property of the City free and clear of all liens, claims, charges, or encumbrances of any kind. If, after acceptance of the Public Improvements, any claim, lien, charge, or encumbrance is made, or found to exist, against the Public Improvements, or land dedicated to the City to which they are affixed, the Developer and Contractor shall upon notice by the City promptly cause such claim lien, charge, or encumbrance to be satisfied and released or promptly post a bond with the City in the amount of such claim, lien, charge, or encumbrance, in favor of the Page 8 of 16 City, to ensure payment of such claim, lien, charge, or encumbrance. (o) Covenants of City of Denton. Upon proper completion of the Public Improvements in accordance with this Agreement, the City agrees to accept the Public Improvements. ARTICLE III TERMINATION 1. Termination. This Agreement may be terminated upon any one of the following: (a) By written agreement of the Parties; or (b) By the City for convenience and in its sole discretion. ARTICLE IV MISCELLANEOUS 1. Agreement Controlling. The provisions of this Agreement shall control over any conflicting provision of any contract between the Developer and Contractor as to the construction of the Public Improvements. 2. Entire Agreement. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 3. Assignment. This Agreement shall not be assigned by the Parties. 4. Nexus and Rough Proportionality. The Developer acknowledges and agrees that there is a reasonable nexus between the demands created by the Development and the Public Improvements, and that the costs associated with the construction and dedication of land for the Public Improvements is roughly proportional to the benefits received and the burdens imposed by the Development. T HE D EVELOPER SHALL Page 9 of 16 INDEMNIFY AND HOLD THE C ITY HARMLESS AGAINST ANY CLAIM BY IT OR OTHERS CLAIMING THROUGH IT, THAT THE REQUIRED P UBLIC I MPROVEMENTS AND ASSOCIATED DEDICATION OF LAND ARE UNLAWFUL EXACTIONS. 5. Venue and Governing Law. The Parties herein agree that this agreement shall be enforceable in Denton County, Texas, and if legal action is necessary in connection therewith, exclusive venue shall lie in Denton County, Texas. The terms and provisions of this agreement shall be construed in accordance with the laws of the State of Texas, and the Charter, Ordinances, Rules, and Regulations of the City. 6. benefit Successor and Assigns. This Contract shall be binding upon and inure to the of the Parties hereto, their respective successors and assigns. Authority to Execute. The City, Developer, and Contractor hereby warrant to the other 7. that the person signing below is authorized on behalf of its respective corporation or government entity and is signing in the capacity to authorize and bind such Parties under the terms and conditions as set forth herein. Amendments and Waivers. Any provisions of this Agreement may be amended or 8. Development Services, or their designee, and the Developer. No course of dealing on the part of the Parties, nor any failure or delay by one or more of the Parties, with respect to exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, expect as otherwise provided in this section. 9. Notices. Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic mail confirmed by mailing written confirmation at substantially the same time as such electronic mail, or personally delivered to an officer of the receiving party at the following addresses: Page 10 of 16 City of Denton c/o Development Services 401 N. Elm Street Denton, TX 76201 development@cityofdenton.com Developer: _______________________________ _______________________________ _______________________________ _______________________________ _______________________________ Contractor: _______________________________ _______________________________ _______________________________ _______________________________ _______________________________ Each party may change its address by written notice in accordance with this section. Any communication addressed and mailed in accordance with this section shall be deemed to be given when so mailed, any notice so sent by electronic mail shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for, or actually received by the City, or the Developer, as the case may be. Point of Contact. 10. principal point of contact between the Parties for all matters relating to the Development. A Party may designate a new Project Manager by notice to the other Parties using the options provided in Section IV.9. 11. Incorporation of Recitals. The above recitals are hereby incorporated into this Page 11 of 16 Contract as if fully set forth herein. 12. INDEMNIFICATION. THE DEVELOPER AND CONTRACTOR SHALL AND HEREBY DO INDEMNIFY, DEFEND, AND SAVE HARMLESS, THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, OR CLAIMS OF ANY CHARACTER, NAME, AND DESCRIPTION BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED AS SUSTAINED BY ANY PERSON, PERSONS, OR PROPERTY ON ACCOUNT OF THE OPERATIONS OF THE DEVELOPER, CONTRACTOR, THEIR AGENTS, EMPLOYEES, OR SUBCONTRACTORS; OR ON ACCOUNT OF ANY NEGLIGENT ACT OF FAULT OF THE DEVELOPER, CONTRACTOR, THEIR AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN CONSTRUCTION OF THE IMPROVEMENTS OR DAMAGE TO EXISTING CITY INFRASTRUCTURE DUE TO CONSTRUCTION AND RELATED ACTIVITIES OF THE PUBLIC IMPROVEMENTS; AND SHALL PAY ANY JUDGMENT, WITH COSTS, WHICH MAY BE OBTAINED AGAINST THE CITY GROWING OUT OF SUCH INJURY OR DAMAGE. 13. Severability. In the event that any provision or portion of this Contract shall be found to be illegal, invalid, or unenforceable, then such provision or portion shall be amended by the Parties in compliance with applicable law. The illegality, invalidity, or unenforceability of any provision or potion of this Contract shall not affect in any way the legality, validity, or enforceability of any other provision or portion of this Contract. Page 12 of 16 \[Signature Pages to Follow\] Page 13 of 16 DEVELOPER Developer Name: By:_______________________________________ Printed Name: ______________________________ Title: _____________________________________ Date Signed: _______________________________ Page 14 of 16 CONTRACTOR Contractor Name: By: _______________________________________ Printed Name: ______________________________ Title: _____________________________________ Date Signed: _______________________________ Page 15 of 16 CITY OF DENTON Signature: _________________________________ Printed Name: ______________________________ Title: _____________________________________ Date Signed: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED As to financial and operational obligations and business terms. Signature: _________________________________ Printed Name: ______________________________ Title: _____________________________________ Exhibit F Maintenance, Payment, and Performance Bond 22 Rev. April 21, 2026 PROJECT NO._______________ CONTRACT TYPE __________ BOND NO.__________________ MAINTENANCE BOND THE STATE OF TEXAS § § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: that__________________________ of the City of _____________________, County of _________________, State of ___________ (the organized and existing under the laws of the State of _______and fully licensed to transact business in the State of Texas as surety are held and firmly bound unto the City of Denton, Texas, a Municipal Corporation, organized and existing under the laws of the State of Texas (City) in the penal sum of __________________________dollars ($_______________________________) for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors, and assigns, jointly and severally, by these presents: WHEREAS, the Principal has entered into a certain written contract with the City of Denton, Texas, dated the ____ day of ___________, 20___, to which said contract is hereby referred to and made a part hereof as if fully set forth herein , to furnish all materials, equipment labor, and other accessories as defined by law, in the prosecution of the Public Improvements, as defined in the Contract and designated as ______________________ __________________________; and MAINTENANCE BOND NOW THEREFORE, the Principal binds itself to use such materials and workmanship and of such kind and quality that for a period of two (2) years from the completion and final acceptance of the improvements by the City as defined in the Contract, the said improvements shall require no repairs, the necessity for which shall be occasioned by defects in workmanship or materials and during the period of two (2) years following the date of the final acceptance of the work by the City, the Principal binds itself to repair or reconstruct the said improvements in whole or in part at any time within said period and that it will, upon receiving notice, repair or reconstruct said improvements from the date of such notice as the City shall determine to be necessary. If said Principal does not repair or reconstruct the improvements within the time period designated, then the City shall be entitled to have said repairs made and charge said Principal and/or Surety the cost of the same under the terms of this Maintenance Bond. NOW, THEREFORE, the condition of this obligation is such that the Surety guarantees the Project against defective workmanship and materials during the maintenance period set forth herein; that Principal shall keep and perform its said work and keep the same in repair for the said maintenance period of two (2) years, as provided; and, THAT P RINCIPAL HOLDS HARMLESS AND INDEMNIFIES SAID C ITY FROM ANY CLAIM OR LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY AND OCCURRING DURING THE PERFORMANCE OF SAID MAINTENANCE AND REPAIR OPERATION, then these presents shall be null and void and have no further effect, but if default shall be made by said work or materials or Principal, then these presents shall remain in full force and effect, and the City shall have and recover from the Principal and Surety, jointly and severally, their heirs, administrators, executors, successors, and assigns, all damages, costs, and expenses. And in this regard, Principal and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the City. Page 2 of 4 MAINTENANCE BOND PROVIDED, HOWEVER, that Surety acknowledges and represents that it is duly authorized to do business in the State of Texas, that it is authorized and admitted to write surety bonds in the State of Texas, and that its obligations under this Maintenance Bond are intended to be in all respects in full and complete compliance with every law, charter, rule, or regulation that this Maintenance Bond may be subject to. AND PROVIDED FURTHER, that the Surety, for value received, stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder, or the Plans and Specifications accompanying the same, shall in any way affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the contract, or to the work to be performed thereunder. \[Signature Page to Follow\] Page 3 of 4 MAINTENANCE BOND IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED this this instrument by duly authorized agents and officers on day of 20___. PRINCIPAL SURETY BY:_________________________________ BY:_______________________________ TITLE: TITLE: ADDRESS: ADDRESS: (SEAL) The name and address of the Resident Agent of the Surety for delivery of notice and service of the process is: ______________________________________________________________________________ ______________________________________________________________________________ NOTE: The date of the bond shall not pre-date the executed Development Contract. If the Page 4 of 4 Rev. April 21, 2026 PROJECT NO._________________ CONTRACT TYPE_____________ BOND NO.____________________ PAYMENT BOND THE STATE OF TEXAS § § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: that _________________________________ of the City of _____________________, County of _________________, State of _____________, under the laws of the State of , and fully licensed to transact business in the State of Texas as surety, are held and firmly bound unto the City of Denton, Texas, hereinafter referred to as ___________________dollars ($___________________________) for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors, and assigns, jointly and severally, by these presents: WHEREAS, the Principal has entered into a certain written contract with the Beneficiary dated the ____ day of ___________, 20___, to which said contract is hereby referred to and made a ials, equipment labor, and other accessories as defined by law, in the prosecution of the Public Improvements, as defined in the Contract and designated as ______________________________________________________; and NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, if the Principal shall well, truly and faithfully perform its duties and make prompt payment to all persons, firms, subcontractors, corporations, and claimants supplying labor and/or material in the prosecution of the Work provided for in said Contract and any and all duly authorized modifications of said Contract PAYMENT BOND that may hereafter be made, notice of which modification to the Surety is hereby expressly waived, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Should Principal fail to promptly pay claimants for all labor, subcontracts, materials, and specially fabricated materials performed or furnished under or by virtue of the Contract, Surety is hereby bound to make such payments on behalf of Principal up to a total aggregate amount equal to the penal sum of the Payment Bond. Labor, subcontracts, materials, and specially fabricated materials shall be construed in accordance with Chapter 2253, Texas Government Code. PROVIDED, HOWEVER, Principal is required to furnish this Payment Bond in order to comply with the provisions of Chapter 2253, Texas Government Code, and all other applicable laws, all rights and remedies on this Payment Bond shall inure solely to such claimants and shall be determined in accordance with the provisions, conditions, and limitations of the aforesaid Government Code to the same extent as if they were copied at length herein. PROVIDED FURTHER, that if any legal action be filed upon this Payment Bond, exclusive venue shall lie in Denton County, Texas. AND PROVIDED FURTHER, that the Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the work to be performed thereunder, or the Plans and Specifications accompanying the same, shall in any way affect its obligation on this Payment Bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder. This Payment Bond is made and executed in compliance with the provisions of the Texas Government Code, Chapter 2253, and any other applicable statues of the State of Texas, and all liabilities on this Payment Bond shall be determined in accordance with said provisions to the same extent as if they were copied at length herein. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Texas to whom any requisite notices may be delivered and on whom service of Page 2 of 4 PAYMENT BOND process may be had in matters arising out of such suretyship. \[Signature Page to Follow\] Page 3 of 4 PAYMENT BOND IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this the______day of____________20__. PRINCIPAL SURETY BY:_________________________________ BY:_______________________________ TITLE:______________________________ TITLE: ____________________________ ADDRESS:___________________________ ADDRESS:_________________________ ____________________________________________ __________________________________________ ____________________________________________ __________________________________________ (SEAL) The name and address of the Resident Agent of the Surety for delivery of notice and service of the process is: __________________________________________________________________________________ __________________________________________________________________________________ NOTE: The date of the Payment Bond shall not pre-date the executed Development Contract. Page 4 of 4 Rev. April 21, 2026 PROJECT NO. CONTRACT TYPE BOND NO. PERFORMANCE BOND THE STATE OF TEXAS § § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: that _________________________________ of the City of _____________________, County of _________________, State of _____________, or organized and existing under the laws of the State of _______and fully licensed to transact business in the State of Texas as surety, are held and firmly bound unto the City of Denton, Texas, a Municipal Corporation, organized and existing under the laws of the State of Texas hereinafter referred to as Beneficiary, in the penal sum of_____________________________ dollars ($_______________________________) for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors, and assigns, jointly and severally, by these presents: WHEREAS, the Principal has entered into a certain written contract with the Beneficiary dated the ____ day of ___________, 20___, to which said contract is hereby referred to and made a ials, equipment labor, and other accessories as defined by law, in the prosecution of the Public Improvements, as defined in the Contract and designated as ______________________________________________________; and NOW, THEREFORE, if the Principal shall well, truly, and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions, and agreements of said Contract in accordance with the Plans and Specifications as defined therein during the original term thereof, and any extension thereof PERFORMANCE BOND which may be granted by the Beneficiary, with or without notice to the Surety, and during the life of any guaranty or warranty required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; and, IF THE P RINCIPAL SHALL FULLY INDEMNIFY AND SAVE HARMLESS THE B ENEFICIARY FROM ALL COSTS AND DAMAGES WHICH B ENEFICIARY MAY SUFFER BY REASON OF FAILURE TO SO PERFORM HEREIN AND SHALL FULLY REIMBURSE AND REPAY B ENEFICIARY OF ALL OUTLAY AND EXPENSE WHICH THE B ENEFICIARY MAY INCUR IN MAKING GOOD ANY DEFAULT OR DEFICIENCY, then this obligation shall be void; otherwise, it shall remain in full force and effect. Should the Principal fail to faithfully and strictly perform the work as required by the Contract in all its terms, the Surety will be liable for all damages, losses, expenses, and liability that the Principal may suffer in consequence thereof. PROVIDED, Principal is required to furnish this Performance Bond in order to comply with the provisions of Chapter 2253, Texas Government Code and all other applicable laws, all rights and remedies on this Performance Bond shall inure solely to such claimants and shall be determined in accordance with the provisions, conditions, and limitations of the aforesaid Government Code to the same extent as if they were copied at length herein. PROVIDED FURTHER, that if any legal action be filed on this Performance Bond, exclusive venue shall lie in Denton County, Texas. AND PROVIDED FURTHER, that said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work performed thereunder, or the Plans and Specifications accompanying the same shall in any way affect its obligation on this Performance Bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work, or to the Plans and Specifications. Page 2 of 4 PERFORMANCE BOND This Performance Bond is made and executed in compliance with the provisions of the Texas Government Code, Chapter 2253, and any other applicable statues of the State of Texas, and all liabilities on this Performance Bond shall be determined in accordance with said provisions to the same extent as if they were copied at length herein. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Texas to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. \[Signature Page to Follow\] Page 3 of 4 PERFORMANCE BOND IN WITNESS WHEREOF, this instrument is executed by the Principal and the Surety this this the this on ________day of _________________20______. PRINCIPAL SURETY BY:_________________________________ BY:_______________________________ TITLE:______________________________ TITLE:____________________________ ADDRESS:___________________________ ADDRESS:_________________________ (SEAL) ATTEST: SECRETARY The name and address of the Resident Agent of the Surety for delivery of notice and service of the process is: ________________________________________________________________________________ ____________________________________________________________________________ NOTE: The date of the Performance Bond shall not pre-date the executed Development Contract. Page 4 of 4 Exhibit G Escrow Agreement 23 EXHIBIT G ESCROW & PAY AGENT AGREEMENT This Escrow & Pay Agent Agreement (the Escrow Agreement) is entered into as of ___________, 2026, by and between the City of Denton, Texas a Texas home rule municipality (the City), American Escrow Company, a Texas corporation (the Escrow Agent), and, as beneficiary under this Escrow Agreement, Cole Ranch Improvement District No. 1 of Denton County, Texas (the District and, collectively with the City). WHEREAS, the City, the District, Cole Ranch Development, LP and any of its affiliates and subsidiaries (the Developer), Hunter Ranch Improvement District No. 1 of Denton County, Texas H and HR 3200, LP Hunter ) entered into that certain Wastewater Utilities Cost Sharing Agreement (the Cost Sharing Agreement), effective as of ________, 2026; and WHEREAS, the Cost Sharing Agreement, attached as Exhibit A, contains provisions regarding respective responsibilities and obligations of the City, the Developer, the District, HRID, and Hunter Developer related to the funding of the design and construction of the Required Facilities (as defined in the Cost Sharing Agreement), which involves the expansion of the construction of the Hickory Creek Wastewater Trunk Main; and WHEREAS, pursuant to the Cost Sharing Agreement and this Escrow Agreement, the City shall deposit funding in the form of ready money or its equivalent (Cash) into the Escrow Account (as defined below), representing the City Project Allocation Share (as defined in the Cost Sharing Agreement) for the Required Facilities; and WHEREAS, pursuant to the terms of this Escrow Agreement, the Escrow Agent has agreed to hold such Cash in an ICS (IntraFi Cash Service) account with Texas Capital Bank and/or any account agreed to by the City, the District, and the Escrow Agent, which complies with the Public Funds Investment Act, Chapter 2256, Texas Government Code, as applied to the Parties (the ; and WHEREAS, pursuant to, and subject to the terms and conditions of, the Cost Sharing Agreement and this Escrow Agreement, the District shall draw funds from the Escrow Account to be used to pay for the City Project Allocation Share of the Required Facilities. Now, Therefore, FOR AND IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, the City, the District, and Escrow Agent do mutually agree as follows: Section 1: The recitals above are true and correct and are incorporated into this Escrow Agreement by reference. All capitalized terms used in this Escrow Agreement not otherwise defined herein shall have the meanings assigned to such terms in the Cost Sharing Agreement. Section 2: The Parties hereby appoint Escrow Agent to serve as Escrow Agent as set forth herein, and the Escrow Agent hereby accepts and agrees to perform its obligations hereunder. Section 3: Pursuant to the Cost Sharing Agreement, the City shall deposit Cash into the Escrow Account in the amounts, and within the time-periods, required by the Cost Sharing Agreement. The Escrow Agent shall account for the Cash deposited by the City pursuant to the Cost Sharing Agreement. Each time the City provides Cash to the Escrow Agent, the City shall provide a written notice to the Escrow Agent (with a contemporaneous copy to the District, the Developer, and Cole Developer) that identifies the applicable section of the Cost Sharing Agreement for which the deposit applies. Escrow Agent shall be protected in acting upon any notice, request, waiver, consent, receipt, or other paper or document, including but not limited to a Withdrawal Request and Certificate, delivered to or received by Escrow Agent from any party to this Escrow Agreement Section 4: The Cash provided by the City hereunder to the Escrow Agent is owned by the City. Subject to the terms of this Escrow Agreement, such Cash shall be held by the Escrow Agent until the Termination Date (defined below). The District shall from time to time submit to the Escrow Agent Withdrawal Request and Certificates, substantially in the form attached hereto as Exhibit B, which describe the request for funds, identify from which funds are being withdrawn, and certify the following: (i) that the request for funds is solely to pay for the City Project Allocation Share, for the portion of the Required Facilities identified in the Withdrawal Request and Certificate; and (ii) that, for Costs that are for Soft Costs or Hard Costs, the District has reasonably determined that a certain amount of funds are needed, taking into consideration any Cash remaining from the proceeds of prior Withdrawal Requests, to pay for such Costs and that such Costs are reasonably estimated by the District to be due from the District to pay Costs for the Required Facilities expected to be incurred within 90 calendar days after the date the District signs the Withdrawal Request and Certificate. Escrow Agent does not represent or warrant that the funds deposited are or will be sufficient or adequate to pay any and all sums due either: (i) under any Withdrawal Request and Certificate; (ii) to anyone performing work or providing materials pursuant to the plans and specifications, or (iii) that the funds deposited are sufficient to complete the Required Facilities. Section 5: The Escrow Agent is instructed to pay the District, by means of certified check or wire, the funds that are requested in the Withdrawal Request and Certificate within 5 business days of the date the Escrow Agent receives the Withdrawal Request and Certificate at the address shown in Section 7 below or wire instructions that are provided by the District to the Escrow Agent in writing. The Escrow Agent is instructed to draw funds from any Cash that has been deposited in the Escrow Account. Notwithstanding the forgoing, if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall notify all Parties of such conflict and shall take no action with respect to the Escrow Account and/or Withdrawal Request and Certificate until either: (a) Escrow Agent receives joint written instructions signed by the Parties, or (b) Escrow Agent receives a final court order directing the disposition of funds. Section 6: The Escrow Agent is instructed to deposit all Cash received from the City in the Escrow Account to be held by the Escrow Agent for the benefit of the Parties and the District in accordance with the terms and conditions of the Cost Sharing Agreement. All earnings and interest attributable to such Cash in the Escrow Account are owned by the City, and, upon written request from the City, shall be released by the Escrow Agent to the City or allocated by the Escrow Agent to Withdrawal Request and Certificate. The City shall provide satisfaction, a fully executed W-9 and Investment Letter to Escrow Agent before any investment of such Cash will be made. Section 7: The Escrow Agent is instructed (i) within 3 business days of the City providing to the Escrow Agent Cash to provide written notice to the Parties, the Developer, and Cole Developer of the dollar amount of same, and (ii) upon written request from the Parties, to send statements, no more than once per month, to all Parties, the Developer, and Cole Developer, of the current balance stating any deposits into or disbursements from the Escrow Account. Notifications and submittals to all Parties, the Developer, and Cole Developer must be in writing and are deemed delivered on the earlier of the date actually received or the third business day following (a) deposit in a United States Postal Service post office or receptacle; (b) with proper postage (certified mail, return receipt requested); and (c) addressed to the applicable Party, the Developer, or Cole Developer at the address set forth below. In addition, upon request from any of the Parties to send notices through other methods (including electronic mail), the Escrow Agent is also instructed to send notice through such methods. To District: Cole Ranch Improvement District No. 1 of Denton County, Texas Attn: President, Board of Directors c/o Allen Boone Humphries Robinson LLP 4514 Cole Ave, Suite 1450 Dallas, Texas 75205 Email: srobinson@abhr.com To Developer: Cole Ranch Development LP Attn: Ms. Elizabeth York, Sr. Vice President and General Counsel 5005 Riverway, Suite 500 Houston, Texas 77056 E-mail: elizabeth@johnsondev.com To HIRD: Hunter Ranch Improvement District No. 1 of Denton County Attn: President, Board of Directors c/o Allen Boone Humphries Robinson LLP 4514 Cole Ave, Suite 1450 Dallas, Texas 75205 Email: sbapat@abhr.com To Hunter Attn: Mr. Andrew Pieper Developer: HR 3200, LP 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: Andrew.pieper@hillwood.com with a copy to: Attn: Michele Ringnald HR 3200, LP 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: michele.ringnald@hillwood.com To City: City of Denton Attn: City Manager 215 E. McKinney St. Denton, Texas 76201 Email: cmo@cityofdenton.com To Escrow American Escrow Company Agent: Attn: Jennifer Galubenski Webb 2626 Howell Street, 10th Floor Dallas, Texas 75204 Email: jwebb@republictitle.com Section 8. Escrow Agent hereby agrees to hold the Cash in accordance with the terms of this Escrow Agreement and to disburse funds from the Escrow Account in strict accordance with the terms of this Escrow Agreement. Section 9. As compensation for the services as Escrow Agent, the City and District shall be responsible to pay the Escrow Agent the fees set forth in the fee schedule attached as Exhibit C hereto. Section 10: This Escrow Agreement shall terminate and any remaining Cash (and earnings and interest attributable to the Cash) shall be released and returned to the City within 5 business days after the earlier to occur of (such date, the Termination Date) (a) January 1, 2029, or (b) the date on which the District notifies the Escrow Agent in writing that the District has provided the Required Facilities Final Accounting to the City. Section 11. The City shall have the right to terminate this Escrow Agreement prior to the Termination Date determined in accordance with Section 10 above, with or without cause, upon 30 calendar days prior written notice to all Parties hereto; provided, however, that no such termination shall be effective until a successor escrow agent has been appointed and has accepted the duties of the Escrow Agent hereunder. If this Escrow Agreement is terminated prior to the Termination Date, then (a) the City shall promptly designate a substitute escrow agent, and (b) the Escrow Agent shall deliver to the successor escrow agent all remaining Cash (and earnings and interest attributable to the Cash) held by the Escrow Agent, and all books and records pertaining to the role as Escrow Agent hereunder. Section 12. Escrow Agent shall have the right to resign at any time by giving 30 calendar Parties, the Developer, and Cole Developer, specifying the effective date of such resignation. Within fifteen (15) calendar days after the City receives such notice, the City shall appoint a successor escrow agent to which the Escrow Agent shall disburse the remaining Cash. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such 30-day period, Escrow Agent may either (a) interplead the Cash in the Escrow Account with a court of competent jurisdiction in Denton County, Texas for the appointment of a successor escrow agent; or (b) appoint a successor escrow agent of its own choice. Subject to the termination rights under Section 12, any such appointment of a successor escrow agent shall be binding upon the Parties. No such appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent incurs no liability for its compliance with any legal process, subpoena, writ, order, judgment, or decree of any court whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside, or reversed. Section 13. The Escrow Agent shall have only the duties and obligations expressly set forth in this Escrow Agreement, together with those rights, powers and privileges reasonably incident thereto. herein, the Parties acknowledge and agree that if there is any conflict between this Escrow Agreement and the Cost Sharing Agreement, this Escrow Agreement shall control. Section 14. This Escrow Agreement may be executed in counterparts and by facsimile, portable document format (PDF), and other electronic means, each of which shall be deemed an original and which together shall constitute one and the same agreement. Section 15. This Escrow Agreement shall not be assignable without the consent of all Parties hereto. Section 16. The terms and provisions of this Escrow Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their permitted successors and assigns. Section 17. Escrow Agent acts hereunder as a depository only and Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct, and Escrow Agent shall have no duties to anyone except those signing this Escrow Agreement. Escrow Agent may consult with legal counsel, including in-house counsel, in the event of any dispute or questions as to the construction of the foregoing instructions, or Escrow Agent's duties hereunder. Section 18. No amendment or changes to this Escrow Agreement shall become effective unless in writing and signed by the Escrow Agent and all of the Parties. Section 19. The District only has the right to access the funds that have been deposited in the Escrow Account in accordance with this Escrow Agreement. Funds, if any, that the City capacity outside of this Escrow Agreement shall not be subject to the terms and conditions of this Escrow Agreement. Section 20. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Section 21. Statutory Verifications A. Pursuant to Section 2270.002, Texas Government Code, the Escrow Agent hereby (i) represents that it does not boycott Israel, and (ii) subject to or as otherwise required by applicable federal law, including without limitation 50 U.S.C. Section 4607, agrees it will not boycott Israel during the term of the Agreement. As used in the immediately preceding sentence, boycott Israel shall have the meaning given such term in Section 2270.001, Texas Government Code. B. The Escrow Agent hereby represents that (i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as a company known to have contracts with or provide supplies or services to a foreign terrorist organization. As used in the immediately preceding sentence, foreign terrorist organization shall have the meaning given such term in Section 2252.151, Texas Government Code. C. By signing and entering into this Agreement, Escrow Agent verifies, pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), it is not a Company that boycotts energy companies and agrees it will not boycott energy companies during the term of this Agreement. The terms boycotts energy companies and boycott energy companies have the meaning assigned to the term boycott energy company in Section 809.001, Texas Government Code. For purposes of this paragraph, Company means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not include a sole proprietorship. D. By signing and entering into the Agreement, Escrow Agent verifies, pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session, SB 19), that it is not a Company that has a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and agrees it will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The terms discriminates against a firearm entity or firearm trade association and discriminate against a firearm entity or firearm trade association have the meaning assigned to the term discriminate against a firearm entity or firearm trade association in Section 2274.001(3), Texas Government Code (as added by SB 19). For purposes of this paragraph, Company means a for-profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not mean a sole proprietorship. \[Signature Pages to Follow\] EXECUTED by the undersigned duly authorized officials and officers of the City and the District, on this the _____ day of ____________________, 2026. CITY OF DENTON A Texas Municipal Corporation By: ________________________________ SARA HENSLEY, CITY MANAGER ATTEST: LAUREN THODEN, CITY SECRETARY By: ________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: ________________________________ THE DISTRICT (as beneficiary): Cole Ranch Improvement District No. 1 of Denton County, Texas By: _________________________ _____________, Board of Directors ATTEST: By:_____________________________ _____________, Board of Directors ESCROW AGENT: By: Name: Title: EXHIBIT A COST SHARING AGREEMENT EXHIBIT B WITHDRAWAL REQUEST AND CERTIFICATE Withdrawal Request and Certificate No. ___ Date: _______________ To: American Escrow Company, Escrow Agent Pursuant to the Cost Sharing Agreement that is referenced in the Escrow & Pay Agent Agreement, I, _____________, the undersigned officer of the Board of Directors of the District, request to withdraw $________________________ from the Escrow Account, in accordance with the attached schedule of expenditures for the Required Facilities. I certify the following: (i) that the request for funds is solely to pay for the Project Allocation Share for the Required Facilities; and (ii) that, for Costs that are for Soft Costs or Hard Costs, I have reasonably determined that the funds being withdrawn hereby are needed to pay for such Costs and that such Costs are reasonably estimated to be due from District to pay Consultants or the Contractor within 90 calendar days after the date of this Withdrawal Request and Certificate. Capitalized terms used herein shall have the same meaning given to such terms in the Cost Sharing Agreement that is referenced in the Escrow & Pay Agent Agreement. AGREED TO AND CERTIFIED BY, AS OF THE DATE SET FORTH ABOVE: THE DISTRICT: Cole Ranch Improvement District No. 1 of Denton County, Texas By: _________________________ _____________, Board of Directors ATTEST: By:_____________________________ _____________, Board of Directors EXHIBIT C Agent will deliver to the City and the District an invoice for such fees following a Withdrawal Request.