COMMITMENT

CC SCOA Ill, LP
9955 Barker Cypress Rd #250 Order No: CMT-00338
Cypress, TX, 77433 Order Date: 01/08/2024
United States

Pay to :
Manny Tree Service
3871 W. Highline Oaks
Conroe, TX, 77306
United States

Reference No: Vendor Name and Document Number:

CMT-00338 Manny Tree Service
#1 Trail Clearing Section Lake 2 (6.20 AC)

Description: THL South Lake (2) Clearing Retainage % 10

Job Code Cost Code Category Amount

1100.0140.4612 South 1001 -PUD

40-010 -Clearing - Res $52,500.00
Lake Reimbursement

TOTAL: $52,500.00

Owner: CC SCOA III, LP

Project Name: The Highlands
Project Manager: Evin Wilkerson
Contractor: Manny Tree Service
Effective Date: As agreed with Project Manager
Commencement Date: As agreed with Project Manager
Contractor’s Proposal: Attached as Exhibit B
Contract & Unit Prices: See Exhibit B

Vendor: Manny Tree Service Name: Signature: Date:

 Construction Contract

Manager: CW Construction Development, LP

9955 Barker Cypress Road, Suite 250
Cypress, Texas 77433
713-690-0000
713-690-0490 fax

Construction Contract

Subcontract Number: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Description: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Owner: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Project Manager: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Contractor: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Job Code & Name: As identified in the Construction Contract Information and
Signature Page issued by Manager.

Effective Date: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Commencement Date: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Contractor’s Proposal: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Contract Price: As identified in the Construction Contract Information and

Signature Page issued by Manager.

Unit Prices: If any, as identified in the Construction Contract Information and

Signature Page issued by Manager.

1
This Construction Contract (“Contract”) is entered into on the Effective Date as set forth above by
and between Contractor and Manager.

This Contract between the parties consists of the terms and conditions set forth herein, including
all drawings and specifications and all addenda and supplements thereto, general and special or
supplementary conditions and all other documents or attachments incorporated herein.

Contractor’s written acceptance, whether written or electronic, or by commencement of Work, or

delivery of materials or equipment to the Project site, whichever occurs first, shall be deemed to
be an acceptance of this Construction Contract in accordance with the terms and conditions set
forth herein. Additional or different terms proposed by Contractor or any attempt by Contractor to
vary in any degree any of the terms of this Contract whether by invoice, quote, proposal or
otherwise are hereby deemed material and notice of objection and rejection of such terms is hereby
given.

Contractor certifies that, it is fully familiar with all terms and conditions of this Contract, the
location of the job site and the conditions under which the Work (as defined below) is to be
performed, and that it enters into this Contract based upon its investigation of all such matters and
is not relying on any opinions or representations of Manager or Owner. Contractor has visited the
Project site, become generally familiar with local conditions under which the Work is to be
performed and correlated personal observations with requirements of this Contract. The failure of
the Contractor to acquaint itself fully with any of the above-described conditions or matters shall
not in any way relieve the Contractor from the responsibility for performing the Work in
accordance with this Contract and within the Guaranteed Substantial Completion Date (as defined
below) and the Contract Price (as defined below). The Contractor further represents to the Manager
and Owner that the Contractor is familiar with (1) the location and visible conditions of the Project
site, including, but not limited to, all utility installations, structures and visible obstructions thereon
and immediately adjacent to the Project site, and (2) the historical soil, subsurface and climatic
conditions, available labor supply and costs and available equipment supply and costs for the
general area of the Project. The Manager and Owner assume no responsibility for providing a safe
place for the performance of the Work; the Manager and Owner are relying on the Contractor’s
experience and safety standards. Contractor shall promptly report to Manager in writing any
discrepancies or errors it discovers or should reasonably discover in this Contract.

Contractor has reviewed the Contract Price in view of the scope of Work and all such conditions
as set forth above, and Contractor recognizes that Manager either has or will act in reliance on the
Contract Price in entering into agreements with other contractors, Owner or other persons.
Contractor represents that it can and will perform the Work for the Contract Price. Contractor
therefore agrees that no modification or rescission of the Contract shall be made due to any error
or omission on the part of Contractor with respect to the Contract Price or with respect to
Contractor’s review as specified above.

Contractor shall commence Work on or before the Commencement Date and shall achieve
substantial completion of the Work on or before the Guaranteed Substantial Completion Date;
unless terminated earlier as provided herein. Final Completion for the entire Work shall be
achieved no later than thirty (30) calendar days following Substantial Completion of the Work.

2
The term “substantial completion” shall mean the Work is substantially complete in accordance
with the Contract, such that the Work is ready for occupancy, use and/or ready for further
completion by different contractors hired by Manager or Owner, including, the following: (a) all
mechanical, if relevant, and physical aspects of the Work (other than punch list items) have been
constructed and installed in accordance with the Contract and all related tests and inspections have
been performed as are necessary to confirm that such Work has been completed in accordance
with this Contract, and (b) all permits, if any, for occupancy, use and/or operation of the Work
have been issued by the appropriate governmental authorities.

Manager will pay Contractor only for Work properly performed by Contractor as authorized by
Manager.

1. Performance of Work

1.1. Scope of Work Contractor agrees that (1) the materials and equipment furnished
by Contractor shall conform strictly to the requirements set forth in this Contract;
(2) to furnish all materials within the time specified herein, with all necessary
certificates and permits for installation and erection of same, and to layout, install
and erect same and complete said Work within the time specified, and to the
satisfaction of the Manager and Owner; (3) to furnish all equipment that may be
necessary to do its Work expeditiously and to provide traffic and safety controls at
times while using such equipment on the job site; (4) to remove and replace any
defective materials or Work forthwith on notice from Manager or Owner and to
bear the expense of making good all Work of others, which is destroyed or damaged
by such removal and replacement; (5) to perform Work entirely at Contractor’s risk;
(6) to provide all proper and sufficient and necessary safeguards against all injuries
and damage whatsoever, and to comply with all safety requirements imposed by
law; (7) to secure and pay for those permits required by this Contract to be secured
for the Work applicable to this Contract; and (8) to provide a superintendent
acceptable to Manager who shall have authority to act on behalf of Contractor and
who shall attend all meetings as requested by Manager and who shall supervise the
Work hereunder. The scope of the Work the Contractor agrees to perform under
this Contract shall be as described below:

1.1.1. All Work shall be performed in accordance with (i) the requirements set
forth in this Contract; (ii) International Building Code, and all applicable
laws, codes, restrictions, rules and regulations of the governing agencies
including, but not limited to, any other codes required by applicable
governmental authorities, and all federal, state and local codes; (iii) the
requirements of all governmental authorities; and (4) construction standards
and practices comparable to those utilized by general contractors
experienced in projects of similar size and complexity to the Project.
Further, Contractor shall pay all sales taxes and contributions imposed or
required by law for any employment insurance, pensions, old age retirement
funds, or similar purposes in respect to the Work under this Contract and
the employees of Contractor in the performance of said Work. Contractor

3
 shall assume and be responsible for compliance with all federal,
immigration, state and local health and/or safety codes and regulations and
shall be responsible for the payment of any fines or penalties imposed for
non-compliance.

1.1.2. Contractor shall provide all supervision, labor, materials, equipment, and
tools necessary to perform all duties described in this Contract.

1.1.3. Contractor shall construct and install the Work as per the drawings and
specifications or other descriptions of the scope of Work listed in Exhibit A
and as further described in Exhibit B - the Contractor’s Proposal (for
clarification, Exhibit B is attached for the sole purpose of identification of
the scope of Work to be performed; all other terms and conditions of Exhibit
B are excluded) (the “Work”).

1.1.4. Contractor shall, on a daily basis, clean jobsite including, but not limited to,
hauling away any and all debris generated from Work.

1.2. Construction Activities

1.2.1. The Owner and/or Manage may have provided Contractor with Project
related information such as surveys, geological reports, and other similar
information; provided, however, all documents or information provided by
the Owner and/or Manager, is being provided without representation or
warranty of any kind or character, including accuracy or correctness. Such
information may be provided with, but not included as a part of, the
Contract, or otherwise made accessible to the Contractor.

1.2.2. Contractor acknowledges that there are or may be occupants or other

contractors on the Project engaging in construction and/or other activities.
Contractor shall use reasonable efforts not to disturb such activities or
occupants in performance of the Work required herein. Contractor shall
enter upon the Project at its own risk and shall confine the Work to the
area(s) specified in this Contract and should proceed with caution during
ingress and egress to the Project.

1.2.3. Contractor shall save and keep Owner, and Owner’s property free from all
mechanics’ and materialmen’s liens arising by, through, or under
Contractor in the performance of Contractor’s Work hereunder. In the event
any such lien or claim is filed by anyone claiming by, through or under
Contractor, Contractor shall remove and discharge same within ten (10)
days of the filing thereof or, at Contractor’s election, shall provide a bond
therefor in accordance with the applicable provisions of the Texas Property
Code, failing which Contractor shall be in default hereunder.

1.3. Schedule

4
 1.3.1. TIME IS OF THE ESSENCE OF THIS CONTRACT. Contractor will
commence Work, including, without limitation, any changed Work, when
directed by Manager and will diligently and continuously perform such
Work and coordinate the Work with other work being performed on the
Project by other trades and by Manager, so that neither Manager nor any
other contractor shall be delayed by any act or omission of Contractor in
connection with the Work or the Project.

1.3.2. If the Contractor is delayed in the commencement or progress of the Work

by (i) weather differences from the typical weather conditions for the area,
(ii) war, (iii) acts of God, (iv) acts or omissions of the Manager or Owner in
breach of this Contract, or (v) the refusal, delay or failure of governmental
authorities to grant necessary approvals and permits for construction of the
Work (provided the Contractor has submitted all appropriate applications
and required information for such approvals and permits as required by the
Contractor under this Contract and has diligently pursued such approvals
and permits), then to the extent such delays (a) have an adverse effect on
the critical path of the Project as set forth in the schedule; (b) is beyond the
reasonable control of Contractor and not due to its fault or negligence, and
(c) could not have been prevented or avoided by Contractor through the
exercise of due diligence, the Guaranteed Substantial Completion Date shall
be extended by Change Order for such reasonable time as is the direct result
of such events. All claims for extension of time on account of delay shall be
presented to the Manager with reasonable diligence, but in any event not
later than fourteen (14) days after the Contractor recognizes such delay. If
the Contractor fails to comply with the notification requirements of this
Section, the claim for extension of time on account of delay will not be
allowed to the extent Manager or Owner is somehow prejudiced or
adversely impacted as a result thereof. Except for the causes specifically
listed above in this Section, no other cause or causes of delay shall give rise
to an extension of time to perform the Work. For avoidance of doubt, causes
of delay for which Contractor may be entitled to an extension of the
Guaranteed Substantial Completion Date shall not include any of the
following: (i) economic hardship, (ii) changes in market conditions, (iii) late
delivery or failure of materials, construction equipment or supplies, (iv)
strikes, or other similar labor actions, (v) unavailability of laborers,
subcontractors or sub-subcontractors; or (vi) nonperformance or delay by
Contractor or its subcontractors or sub-subcontractors, unless such
nonperformance or delay is otherwise caused by an event listed above.

1.3.3. Notwithstanding anything to the contrary, extension of the Guaranteed

Substantial Completion Date shall be Contractor’s sole remedy for delay.
No claims for additional compensation or damages for delays, including,
but not limited to, delays by Manager, separate contractors, other
subcontractors, or Owner, shall be recoverable by Contractor, and the

5
 above-mentioned extension of time in lieu of monetary compensation shall
be the sole remedy of Contractor.

1.3.4. If Contractor should default in performance of the Work or otherwise

commit any act which causes delay to the Project, Contractor shall be liable
for all losses, costs, expenses, liabilities and damages, including
consequential damages, sustained by Manager or Owner.

2. Contract Price and Payment

2.1. Payments

2.1.1. Payments shall be made in accordance with the terms set forth herein.

2.1.2. All invoices must reference the Contract name and Contract number.
Invoice amounts must correspond to the schedule of values required under
Section 2.4.

2.1.3. Payment requests shall be submitted upon completion of Work, payable

within thirty (30) days after Manager’s Agent approves application for
payment. Payment requests shall be accompanied by appropriate
conditional lien waivers approved by Manager and other information as
may be reasonably required by Manager. If Manager or Manager’s
Representative objects to all or any portion of any invoice, the Contractor
will be so notified in writing within fourteen (14) calendar days, after receipt
of the invoice, identify the cause of disagreement, and pay when due that
portion of the invoice not in dispute. The parties will immediately make
every effort to settle the disputed portion of the invoice. In the absence of
written notification described above, the undisputed balance as stated on the
invoice will be paid within thirty (30) days of the approval date of invoice.
Contractor shall proceed with diligence any unfinished Work pending the
resolution of any disputed invoice. All progress payments are subject to the
withholding of 10% retainage.

2.1.4. Contractor shall also furnish to Manager, with Contractor’s first payment
request, a list of all companies, entities, and individuals supplying labor,
services, materials, or equipment for the performance of the Work. Such
information shall be updated with every payment request.

In addition to the other requirements set forth herein, Contractor shall

submit with each payment request the following:

a. An accurate accounting of Work in place and materials stored on

site per the schedule of values furnished.

6
 b. Summary Sheet: All pay requests need to include the following
summary:

Original Contract Amount

Approved Change Orders
Total Contract Amount
Less Total Retainage
Less Previous Payments
Total Due under the Current Invoice

c. In addition to conditional lien waivers, unconditional lien waivers

from all lower tier subcontractors and major material suppliers for which
payment has previously been made to the Contractor by Manager shall be
provided.

2.2. Invoices On a separate invoice Contractor can bill for final payment of the 10%
retainage after the Work described in the Contract is fully completed, including
punch items, performed in accordance with the terms set forth herein, and approved
by Manager or Manager’s Representative and the respective regulatory agencies, if
applicable, and final lien waivers are obtained from the Contractor and all
subcontractors, if any. Said retainage is payable within thirty (30) days after
Manager’s Representative’s approval but no sooner than thirty (30) days after the
final invoice is paid.

2.3. Contract Price Unless stated to the contrary, the Contract Price shall include all
supervision, labor, material, hardware, equipment, tools, all applicable
business/license fees, and building permits to complete the Work in accordance
with the requirements of this Contract. Contractor shall provide to Manager a copy
of any and all permits (if applicable).

For complete and satisfactory performance of the Work required under this
Contract, Manager shall pay Contractor a fixed-sum amount totaling the Contract
Price. The Contract Price shall be based upon the alternates, allowances and/or unit
prices, if any as described in Exhibit B (for purposes of this Section, if the
Contractor’s Proposal is attached the alternates, allowances and/or unit prices stated
therein shall be included in the Contract Price; all other terms and conditions of the
Contractor’s Proposal are excluded).

For each portion of the Contract Price based on unit cost requirements, payment
shall be based on the actual quantity used for the unit cost as shown below:

Unit Prices, if any, shall be as set forth in the Construction Contract Information
and Signature Page issued by Manager.

7
 **Contractor shall be responsible for any and all taxes related to the
aforementioned Work (if applicable).

ANY ADDITION OR DELETION TO THE AFOREMENTIONED WILL BE

BASED ON AN AGREED SUM PRIOR TO COMMENCEMENT OF WORK
AND MUST BE APPROVED BY MANAGER’S REPRESENTATIVE IN
WRITING.

ABOVE STATED PRICE INCLUDES ALL APPLICABLE TAXES,

INCLUDING, BUT NOT LIMITED TO, SALES, USE, STATE AND LOCAL
TAXES.

2.4. Schedule of Values Prior to the first payment request, Contractor shall submit for
approval a schedule of values which shall include all of the items and various
portions of the Work allocating the entire Contract Price. The schedule of values
shall only be modified pursuant to an approved Change Order and shall be the basis
upon which payment requests are submitted.

2.5. Joint Checks Manager reserves the right to make payment by joint check or by
direct check to Contractor’s materialmen or subcontractors or to any other person
or entity who has performed Work or furnished materials under this Contract and
may have a claim or a right of action against Contractor, or the Project under any
law; provided, however, that Manager shall not be obligated to exercise the right
reserved herein for the benefit of any person or entity other than itself. Contractor
agrees that Manager shall have the right to determine the manner in which payment
shall be made.

2.6. Payment Not Waiver or Acceptance Any payment made hereunder shall not be
construed as evidence of acknowledgement of proper completion of any part of the
Work or a waiver of any breach of this Contract by Contractor.

2.7. Withholding Rights In addition to retainage and disputed amounts set forth in an
invoice, Manager may, in addition to any other rights under this Contract, at law or
in equity, withhold payment on an invoice or a portion thereof, in an amount and to
such extent as may be reasonably necessary to protect Manager and/or Owner from
loss due to (i) defective Work not remedied in accordance with this Contract; (ii)
any breach by Contractor of any term or provision of this Contract; (iii) the
assessment of any fines or penalties against Manager or Owner as a result of
Contractor’s failure to comply with applicable law; (iv) amounts paid by Manager
to Contractor in a preceding month incorrectly or for which there was insufficient
or inaccurate supporting information; (v) failure of Contractor to make payments
to subcontractors as required under their respective subcontracts; (vi) liens or other
encumbrances on all or a portion of the Project or the Work, which are filed by any
subcontractor, any sub-subcontractor or any other person acting through or under
any of them; or (viii) any other reason for which Manager is entitled to withhold
payment under this Contract.

8
 2.8. Changes

2.8.1. Manager may at any time, by written change order, and without notice to
Contractor, in the form of written “Change Orders,” make any changes to
the Work so as to require extra Work, omit Work or alter the requirements
for any of the Work, and an equitable adjustment shall be made in the
Contract Price and the time for completion if such changes cause an increase
or decrease in the cost of the Work or the required time for its performance.
If the Contractor and Manager cannot agree on the cost or time of
performance for the change order Work, Contractor shall nevertheless
timely perform the Work as directed by Manager.

2.8.2. No extra work shall be performed by Contractor without the prior written
authorization of Manager. Any and all work performed by Contractor
without prior written approval from Manager shall be the sole financial
responsibility of the Contractor and Manager is not liable or obligated to
pay for same. Any changes to this Contract must be mutually agreed to in
writing. Contractor, prior to the commencement of such changes or revised
Work, shall submit promptly to Manager written copies of the cost to
credit/charge the proposal for such revised Work.

2.8.3. Any claim for adjustments in the Contract Price or the Guaranteed
Substantial Completion Date under this Contract must be made in writing
within Ninety-One (91) days after such changes are ordered, or Contractor
becomes aware of or should have reason to know of any such change or
claim; provided that any such claims shall be forever waived if Contractor
fails to submit a claim to Manager within the time set forth in this Section
2.8.3.

2.8.4. A change in the Work, Guaranteed Substantial Completion Date or Contract

Price shall be accomplished only by Change Order executed and issued in
strict accordance with the requirements of this Contract. Accordingly, no
course of conduct or dealings between the parties, nor express or implied
acceptance of alterations or additions to the Work, and no claim that
Manager or Owner has been unjustly enriched by any alteration or addition
to the Work, whether or not there is, in fact, any unjust enrichment to the
Work, shall be the basis of any claim to any increase in any amounts due or
a change in any time period provided for in this Contract unless supported
by a proper Change Order. An agreement on any Change Order shall
constitute a final settlement of all matters relating to the change in the Work
that is the subject of the Change Order, including, but not limited to, all
direct and indirect costs associated with such change and any and all
adjustments to the Contract Price and Contract Time.

3. Warranty

9
 Contractor warrants to Manager and Owner that all materials and equipment furnished shall
be new unless otherwise specified and that all Work under this Contract shall be of good
quality, free from faults and defects, performed in a good and workmanlike manner, and in
conformance with the requirements of this Contract. All Work not conforming to these
requirements, including substitutions not properly approved and authorized, may be
considered defective. Contractor agrees to correct all Work performed and material
supplied by it under this Contract which proves to be defective in material or workmanship
within a period of one (1) year from the date of Substantial Completion or for such longer
period of time as may be required by this Contract. Any warranty or guarantee obtained by
Contractor from any manufacturer shall be deemed to have been obtained for the benefit
of Manager and Owner. This warranty shall be in addition to all other warranties and
remedies, expressed or implied, under law.

Promptly upon written request made by Manager, Contractor agrees to correct defective
Work or remove it from the site and replace it with non-defective Work, and to correct any
damage to any other part of the Work or existing improvements caused by the defective
Work. The warranty provided for in this Section 3 shall be in addition to and not in
limitation of any other warranty or remedy required by law or by the Contract.

Nothing contained in this Section shall be construed to establish a period of limitation with
respect to other obligations the Contractor has under this Contract. Establishment of the
one-year period for correction of Work as described herein relates only to the specific
obligation of the Contractor to correct the Work, and has no relationship to the time within
which the obligation to comply with this Contract may be sought to be enforced, nor to the
time within which proceedings may be commenced to establish the Contractor’s liability
with respect to the Contractor’s obligations other than specifically to correct the Work.

4. Assignment
Contractor shall neither assign nor subcontract the whole or portions of this Contract
including, but not limited to, any amounts due or to become due under this Contract,
without prior written consent of Manager. If approved, the use of any
subcontractors/suppliers must be submitted in writing to Manager.

Contractor acknowledges and agrees that Manager or Owner may make a collateral
assignment of this Contract to and for the benefit of Owner’s lender and Contractor hereby
consents to such assignment. Further, this Contract shall be and hereby is subordinate to
any deed of trust, mortgage, or other security instrument that now or hereafter covers all or
any part of the Project and Contractor agrees to execute such consent and subordination
documentation as Owner’s lender may reasonably request.

5. Confidentiality
Contractor may not disclose any of Manager’s and/or Owner’s confidential and proprietary
information to third parties, specifically including any competitor of Manager that may
also be a client of Contractor, or use Manager’s and/or Owner’s confidential and
proprietary information except in connection with rendering services under this Contract.

10
 6. Miscellaneous
Words of any gender used in this Contract shall be held and construed to include any other
gender and words in the singular number shall be held to include the plural and vice-versa
unless the context requires otherwise.

This Contract constitutes the entire agreement between the parties hereto and supersedes
prior negotiations, representations or agreements, either written or oral.

In the event a dispute arises between the parties regarding the interpretation and
enforcement of this Contract (“Dispute”), all claims, Disputes and controversies arising out
of or relating to this Contract, including claims for extra work or changed conditions to or
related to Work, shall by decided by arbitration; at the sole option of Manager. If arbitration
is selected, the claimant, whether the Manager or the Contractor shall give the other party
written notice of arbitration by certified mail, specifying the amount of the claim and the
basis of the claim. Arbitration shall be administered by the American Arbitration
Association (“AAA”) in accordance with the Construction Industry Rules of the AAA by
notifying the AAA of the arbitration and paying all administration fees imposed by the
AAA. The arbitration hearing shall be in Houston, Harris County, Texas. This Contract
shall be interpreted in accordance with and governed by the laws of the State of Texas
without regard to principle of conflicts of laws. Venue for any legal action related to
Disputes shall be in Harris County, Houston, Texas.

In the event it becomes necessary for either party hereto to file suit to enforce this Contract
or any provision contained herein, the party prevailing in such suit shall be entitled to
recover, in addition to all other remedies or damages, as provided herein, reasonable
attorneys’ fees incurred in such suit.

Contractor is an independent contractor and shall not in any manner or under any
circumstances be construed as an agent of Manager and/or Owner. Contractor shall be
solely responsible for the means, methods, procedures, techniques and sequences and for
safety precautions relating to its Work.

Waiver by Manager of any particular default by Contractor shall not affect or impair
Manager’s rights in respect to any subsequent default of the same or different nature.

7. Representation on Authority of Parties/Signatories

Each person signing this Contract represents and warrants that he or she is duly authorized
and has legal capacity to execute and deliver this Contract.

11
 8. Third Party Beneficiary
Contractor acknowledges that Manager is acting as an independent management company
on behalf of Owner, and that Owner while having no liability or obligation under this
Contract is a third party beneficiary. Owner shall be listed as an additional insured on any
insurance policies obtained by Contractor and shall be included as a beneficiary within any
indemnity made by Contractor in favor of Manager.

9. Contractor’s Insurance

See Exhibit C attached hereto and incorporated herein.

10. Termination.

10.1. Termination for Default

10.1.1. Each of the following shall constitute a default by Contractor, if Contractor:

.1 refuses or fails to supply sufficient skilled workers or suitable

materials or equipment to complete the Work in a diligent, efficient,
timely workmanlike, skillful and careful manner;

.2 fails to make prompt payments to subcontractors, if any, for labor,

materials and/or equipment in accordance with the respective
agreements between the Contractor and the subcontractors;

.3 disregards laws, ordinances, rules, regulations or orders of a public

authority having jurisdiction;

.4 otherwise breaches the Contract.

10.1.2. In any event of a default, Manager may pursue any remedies available by
common law or statute, including but not limited to (i) withholding any
sums due or thereafter to become due to Contractor under the Contract and
any other contract, whether related to the Project or otherwise and during
such period such withheld amounts shall not accrue interest; (ii) provide
and/or supplement any labor or materials as Manager shall determine to cure
such default and deduct the cost thereof from any money then due or
thereafter to become due to Contractor; (iii) terminate the Contract, in whole
or part; and (iv) take possession of all the materials, tools, equipment and
appliances belonging to Contractor at the Project site without any further
compensation to Contractor, and either complete the Work or contract with
any other person or persons to complete the Work; in which case if the
unpaid portion of the amount to be paid under the Contract exceeds the
charges, expenses and damages sustained by Manager in completing the
Work or as a result of such defaults, such excess shall be paid by Manager
to Contractor, but if such charges, expenses, and damages exceed said

12
 unpaid portion, Contractor shall pay the difference to Manager immediately
upon demand.

10.1.3. Prior to exercising the remedies in this Section, Manager shall provide
Contractor written notice of default and not less than five (5) days to cure
such default. Contractor shall have the opportunity to remedy, to Manager’s
satisfaction, the default, deficiency or failures which are the basis of
Manager’s termination notice within the five (5) day notice period.
Manager’s remedies are cumulative, and the exercise of one remedy shall
not restrict Manager, at the same time or thereafter, from exercising any
other remedy set forth herein or provided by applicable law.

10.1.4. To the extent the costs of completing Work, including compensation for
additional design professional services and expenses made necessary by
Contractor’s default, exceed those costs which would have been payable to
Contractor to complete the Work except for Contractor’s default, Contractor
will pay the difference to Manager, and this obligation for payment shall
survive termination of the Contract.

10.2. Termination without Cause In addition, Manager may, at any time, at will and
without cause, terminate the Contract, in whole or part, for any reason whatsoever
by giving seven (7) days’ prior written notice to Contractor specifying the effective
date of termination. If the Contract is terminated under this section, Manager and/or
Owner shall incur no liability to Contractor by reason of such termination, except
that Contractor shall be entitled to payment for Work properly executed in
accordance with the Contract prior to the effective date of termination (the basis for
such payment shall be as provided in the Contract).

10.3. No Liability for Lost Profits Notwithstanding anything to the contrary in this
Contract, neither Manager nor Owner shall be liable or responsible for
consequential damages, special or incidental damages, or loss of anticipated profits
on Work not performed on account of any termination described in this Section 10.

11. Indemnification.

11.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND

EXCEPT AS SET OUT BELOW IN SECTION 11.2, CONTRACTOR
SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND
HOLD HARMLESS THE MANAGER, OWNER, AND EACH OF THEIR
AFFILIATED COMPANIES, AND RESPECTIVE OFFICERS,
DIRECTORS, TRUSTEES, SHAREHOLDERS, ATTORNEYS,
EMPLOYEES AND AGENTS (COLLECTIVELY THE “INDEMNITEES”’)
FROM AND AGAINST ALL LIABILITY, CLAIMS, DAMAGES, LOSSES,
LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, FINES, AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, OF ANY
NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY,

13
 DIRECTLY OR INDIRECTLY, (“CLAIMS”) ALLEGED OR ACTUALLY
ARISING OUT OF, CAUSED BY, OR RESULTING FROM (IN WHOLE OR
IN PART), OR IN ANY WAY RELATED TO THE WORK, THIS
CONTRACT OR THE PROJECT, FOR ANY ACT OR OMISSION OF
CONTRACTOR, ANY SUBCONTRACTOR, ANYONE DIRECTLY OR
INDIRECTLY EMPLOYED BY THEM, OR ANYONE THAT THEY OR
ANY OF THEM CONTROL OR EXERCISE CONTROL OVER,
INCLUDING FROM BODILY INJURY OR DEATH OF ANY PERSON, OR
PROPERTY DAMAGE, AND LOSS OF USE OF PROPERTY; BUT ONLY
TO THE EXTENT CAUSED IN WHOLE OR PART BY ANY
NEGLIGENCE OR FAULT OF CONTRACTOR OR ANYONE DIRECTLY
OR INDIRECTLY EMPLOYED BY CONTRACTOR OR ANY ANYONE
FOR WHOSE ACTS CONTRACTOR MAY BE LABILE. THIS
INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THE
CONTRACT.

11.2. NOTWITHSTANDING THE FOREGOING IN SECTION 11.1, TO THE

FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL AND
DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD
HARMLESS THE INDEMNITEES FROM AND AGAINST ALL CLAIMS
ALLEGED OR ACTUALLY ARISING OUT OF OR RESULTING FROM
BODILY INJURY TO, OR SICKNESS, DISEASE OR DEATH OF, ANY
EMPLOYEE, AGENT OR REPRESENTATIVE OF CONTRACTOR OR
ANY OF ITS SUBCONTRACTORS OF ANY TIER, REGARDLESS OF
WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED,
OR IS ALLEGED TO BE CAUSED, IN WHOLE OR IN PART BY THE
NEGLIGENCE OR FAULT OF ANY INDEMNITEE, IT BEING THE
EXPRESSED INTENT OF MANAGER, OWNER AND CONTRACTOR
THAT IN SUCH EVENT THE CONTRACTOR IS TO INDEMNIFY, HOLD
HARMLESS AND DEFEND THE INDEMNITEES FROM THE
CONSEQUENCES OF THEIR OWN NEGLIGENCE OR FAULT,
WHETHER IT IS OR IS ALLEGED TO BE THE SOLE OR CONCURRING
CAUSE OF THE BODILY INJURY, SICKNESS, DISEASE OR DEATH OF
CONTRACTOR’S EMPLOYEE OR THE EMPLOYEE OF ANY OF ITS
SUBCONTRACTORS OF ANY TIER. THE INDEMNIFICATION
OBLIGATIONS UNDER THIS SECTION 11.2 SHALL NOT BE LIMITED
BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES,
COMPENSATION OR BENEFITS PAYABLE BY OR FOR
CONTRACTOR UNDER WORKERS COMPENSATION ACTS,
DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS.
CONTRACTOR SHALL PROCURE LIABILITY INSURANCE
COVERING ITS OBLIGATIONS UNDER THIS SECTION.

11.3. CONTRACTOR FURTHER AGREES TO INDEMNIFY, PROTECT,

DEFEND AND HOLD HARMLESS THE INDEMNITEES AGAINST ALL
LIABILITY OR CLAIMS FOR (1) MECHANIC’S LIENS, STOP NOTICES,

14
 AND PAYMENT BOND CLAIMS MADE BY SUBCONTRACTORS,
SUPPLIERS, LABORERS AND RENTAL COMPANIES, OR THE LIKE,
AND (2) CLAIMS AND LIENS FOR LABOR, TAXES, MATERIALS,
APPLIANCES, EQUIPMENT, AND SUPPLIES WHATSOEVER,
INCLUDING ANY COSTS, ATTORNEY’S FEES, AND INCIDENTAL
DAMAGE RESULTING THEREFROM; AND FOR FAILURE BY
CONTRACTOR OR ANYONE ACTING ON CONTRACTOR’S BEHALF
TO COMPLY WITH ALL LAWS, ORDINANCES AND REGULATIONS
OF ALL GOVERNMENTAL AUTHORITIES IN ANY MANNER
RELATING TO CONTRACTOR’S WORK.

11.4. MANAGER SHALL BE ENTITLED TO RECOVERY OF ITS

ATTORNEY’S FEES AND COSTS ASSOCIATED WITH ENFORCING
ANY OF THE INDEMNITY PROVISIONS CONTAINED HEREIN.

15
EXHIBIT B
 EXHIBIT C.

MANAGER’S INSURANCE REQUIREMENTS OF CONTRACTOR

1.0 Definitions. For purposes of this Agreement:

1.1 Manager Parties. “Manager Parties” means (a) C W Construction Development

LP (“Manager”), (b) Owner, (c) Architect/Engineer, (d) any lender whose loan is
secured by a lien against the Work, (e) their respective shareholders, partners,
joint venturers, co-venturers, affiliates, subsidiaries, successors, and assigns, (f)
any members, directors, officers, employees, or agents of such persons or entities,
and (g) others as required by the Contract.

1.2 ISO. “ISO” means Insurance Services Office.

1.3 Contractor. “Contractor” shall include Contractor and all of its subcontractors,
suppliers and vendors of any tier.

2.0 Contractor Insurance Representations to Manager Parties.

2.1 It is expressly understood and agreed that the insurance coverages required herein
(a) represent Manager Parties’ minimum requirements and are not to be construed
to void or limit Contractor’s obligations, including indemnity obligations, as
contained in the Contract nor represent in any manner a determination of the
insurance coverages Contractor should or should not maintain for its own
protection; and (b) are being, or have been, obtained by Contractor in support of
Contractor’s liability and indemnity obligations under the Contract. Irrespective
of the requirements as to insurance to be carried as provided for herein, the
insolvency, bankruptcy or failure of any insurance company carrying insurance of
Contractor, or the failure of any insurance company to pay claims accruing, shall
not be held to affect, negate or waive any of the provisions of the Contract.

2.2 Failure to obtain and maintain the required insurance shall constitute a material
breach of, and default under, the Contract. If Contractor shall fail to remedy such
breach, Contractor will be liable for any and all costs, liabilities, damages and
penalties resulting to Manager Parties from such breach, unless a written waiver
of the specific insurance requirement(s) is provided to Contractor by Manager. In
the event of any failure by Contractor to comply with the provisions of the
Contract, Manager may, without in any way compromising or waiving any right
or remedy at law or in equity, on notice to Contractor, purchase such insurance, at
Contractor’s expense, provided that Manager shall have no obligation to do so
and if Manager shall do so, Contractor shall not be relieved of or excused from
the obligation to obtain and maintain such insurance amounts and coverages.

C-1
 EXHIBIT C.

3.0 Conditions Affecting All Insurance Required Herein.

3.1 Cost of Insurance. All insurance coverage shall be provided at Contractor’s sole
expense.

3.2 Maintenance of Insurance. All insurance coverage shall be maintained in effect

with limits not less than those set forth below at all times during the term of the
Contract.

3.3 Status and Rating of Insurance Company. All insurance coverage shall be written
through insurance companies authorized to do business in the State of Texas and
rated no less than A-: VII in the most current edition of A. M. Best’s Key Rating
Guide.

3.4 Restrictive, Limiting, or Exclusionary Endorsements. All insurance coverage

shall be provided to Manager Parties in compliance with the requirements of the
Contract and this Exhibit and shall contain no endorsements that restrict, limit, or
exclude coverage required herein in any manner without the prior express written
approval of Manager.

3.5 Limits of Liability. The limits of liability may be provided by a single policy of
insurance or by a combination of primary and umbrella policies, but in no event
shall the total limits of liability available for any one occurrence or accident be
less than the amount required herein.

3.6 Notice of Cancellation or Material Reduction in Coverage. To the extent

permitted by law, all insurance coverage shall contain the following express
provision:

In the event of cancellation or material reduction in coverage affecting the

certificate holder, thirty (30) days prior written notice shall be given to the
certificate holder.

3.7 Waiver of Subrogation. The Contractor hereby agrees, and shall require each of
its insurers, to waive its rights of recovery from the Manager Parties with regard
to all causes of property and/or liability loss and shall cause a waiver of
subrogation endorsement to be provided in favor of the Manager Parties on all
insurance coverage carried by the Contractor, whether required herein or not.

3.8 Deductible/Retention. Except as otherwise specified herein, no insurance

required herein shall contain a deductible or self-insured retention in excess of
$25,000 without prior written approval of Manager. All deductibles and/or
retentions shall be paid by, assumed by, for the account of, and at Contractor’s
sole risk. Contractor shall not be reimbursed for same.

C-2
 EXHIBIT C.

4.0 Insurance Required. The following insurance shall be maintained in effect with limits
not less than those set forth below at all times during the term of the Contract and
thereafter as required.

4.1 Commercial General Liability Insurance

4.1.1 Coverage. Such insurance shall cover liability arising out of all locations
and operations of Contractor, including but not limited to liability
assumed under the Contract (including the tort liability of another
assumed in a business contract). Defense shall be provided as an
additional benefit and not included within the limit of liability.

4.1.2 Form. Commercial General Liability Occurrence form (at least as broad
as an unmodified ISO CG 00 01 07 98 or its equivalent) to include, but not
be limited to, coverage for the Contractor’s premises, operations
(including completed operations), products, and contractual assumption of
liability.

4.1.3 Amount of Insurance. Coverage shall be provided with limits of not less
than:

Each Occurrence Limit

$1,000,000
General Aggregate Limit
$2,000,000
Product-Completed Operations Aggregate Limit
$2,000,000
Personal and Advertising Injury Limit
$1,000,000

4.1.4 Required Endorsements.

a. Additional Insured. Additional insured status shall be provided in

favor of the Manager Parties on a combination of ISO forms CG
20 10 10 01 and CG 20 37 10 01 or their combined equivalent. It
is the intent of the parties to the Contract that this Additional
Insured status shall include coverage for completed operations,
contractual liability, and for the Manager Parties’ concurrent and
sole negligence.
b. Designated Construction Project(s) Aggregate Limit. The
aggregate limit shall apply separately to the Contract through use
of an ISO CG 25 03 03 97 endorsement, or its equivalent.
c. Notice of Cancellation or Material Reduction in Coverage, as
required in 3.6, above.
d. Primary and Non-Contributing Liability. It is the intent of the
parties to the Contract that all insurance coverage required herein

C-3
 EXHIBIT C.

shall be primary to and shall seek no contribution from any

insurance available to Manager Parties, with Manager Parties’
insurance being excess, secondary and non-contributing. This
CGL coverage shall be endorsed to provide such primary and non-
contributing liability coverage.
e. Waiver of Subrogation, as required in 3.7, above.

4.1.5 Prohibited Endorsements. The Contractor’s insurance coverage is not

permitted to include any of the following endorsements:

a. Contractual Liability Limitation, CG 21 39 or its equivalent

b. Amendment Of Insured Contract Definition, CG 24 26 or its
equivalent
c. Exclusion–Damage To Work Performed By Contractors On Your
Behalf, CG 22 94 or CG 22 95 or its equivalent
d. Exclusion–Explosion, Collapse And Underground Property
Damage Hazard, CG 21 42 or CG 21 43 or its equivalent
e. Limitation of Coverage To Designated Premises or Project, CG 21
44 or its equivalent
f. Any type of Classification or Business Description Limitation
endorsement
g. Any type of Construction Defect Completed Operations exclusion
endorsement
h. Any type of Habitational/Residential Exposure exclusion if the
Manager is engaged in any type of habitational/residential-related
work.
i. Any type of Punitive, Exemplary or Multiplied Damages exclusion
j. Any type of Subsidence exclusion if the Manager is engaged in
any type of structural, underground or earth movement work,
including but not limited to compaction, fill, or installation of
storm or sewer drains, plumbing, foundations, or steel erection.

4.1.6 Continuing Commercial General Liability Insurance. Contractor shall

maintain such insurance in identical coverage, form and amount, including
required endorsements until each party’s statutory liability has ceased.

4.2 Auto Liability Insurance

4.2.1 Coverage. Such insurance shall cover liability arising out of any
automobile and vehicle (including owned, hired, and non-owned).

4.2.2 Form. Business Auto form (at least as broad as an unmodified ISO CA
0001 or its equivalent).

4.2.3 Amount of Insurance. Coverage shall be provided with a limit of not less
than $1,000,000.

C-4
 EXHIBIT C.

4.2.4 Required Endorsements.

a. Notice of Cancellation or Material Reduction in Coverage, as

required in 3.6, above.
b. Waiver of Subrogation, as required in 3.7, above; .
c. Primary and Non-Contributory Liability; and
d. Additional Insured. Additional insured status shall be provided in
favor of the Manager Parties.

4.3 Workers’ Compensation/Employer’s Liability Insurance

4.3.1 Coverage. Such insurance shall cover liability arising out of Contractor’s
employment of workers and anyone for whom Contractor may be liable
for workers’ compensation claims. Workers’ compensation insurance is
required, and no “alternative” forms of insurance shall be permitted.
USL&H must be provided where such exposure exists.

4.3.2 PEO or Leased Employees. Where a Professional Employer Organization

(PEO) or “leased employees” are utilized, Contractor shall require its
leasing company to provide Workers’ Compensation insurance for said
workers and such policy shall be endorsed to provide an Alternate
Employer endorsement in favor of Contractor. Where Contractor uses
leased employees with Workers’ Compensation insurance provided by a
PEO or employee leasing company, Contractor is strictly prohibited from
subletting any of its Work without the express written agreement of
Manager or Owner.

4.3.3 Amount of Insurance. Coverage shall be provided with a limit of not less
than:

Workers’ Compensation: Statutory limits.

Employer’s Liability: $1,000,000 each accident and each
disease.

4.3.4 Required Endorsements.

a. Notice of Cancellation or Material Reduction in Coverage, as

required in 3.6, above.
b. Waiver of Subrogation, as required in 3.7, above.

4.4 Umbrella Liability Insurance

4.4.1 Coverage. Such insurance shall be excess over and be no less broad than
all coverages described above and shall include a drop-down provision.

C-5
 EXHIBIT C.

4.4.2 Form. This policy shall have the same inception and expiration dates as
the commercial general liability insurance required above.

4.4.3 Amount of Insurance. Coverage shall be provided with a limit of not less
than $1,000,000.

4.4.4 Continuing Umbrella Liability Insurance. Contractor shall maintain such

insurance in identical coverage, form and amount, including required
endorsements, until each party’s statutory liability has ceased.

4.4.5 Endorsements.

a. Notice of Cancellation or Material Reduction in Coverage, as

required in 3.6, above.
b. Waiver of Subrogation, as required in 3.7, above
c. Primary & Non-Contributory Liability; and
d. Additional Insured. Additional insured status shall be provided in
favor of the Manager Parties.

5.0 Evidence of Insurance.

5.1 Provision of Evidence. Evidence of the insurance coverage required to be

maintained by Contractor, represented by certificates of insurance, evidence of
insurance, and endorsements issued by the insurance company or its legal agent,
and must be furnished to Manager prior to commencement of Work and not later
than fifteen (15) days after receipt of the Contract. New certificates of insurance,
evidence of insurance, and endorsements shall be provided to Manager prior to
the termination date of the current certificates of insurance, evidence of insurance,
and endorsements.

5.2 Form. All liability insurance required herein shall be evidenced by ACORD form
25, “Certificate of Insurance”.

5.3 Specifications. Such certificates of insurance, evidence of insurance, and

endorsements shall specify:

5.3.1 Manager as a certificate holder with correct mailing address.

5.3.2 Insured’s name, which must match that on this Agreement.
5.3.3 Insurance companies affording each coverage, policy number of each
coverage, policy dates of each coverage, all coverages and limits described
herein, and signature of authorized representative of insurance company.
5.3.4 Producer of the certificate with correct address and phone number listed.
5.3.5 Additional insured status required herein.
5.3.6 Amount of any deductibles and/or retentions.
5.3.7 Cancellation and material reduction in coverage notification as required by
the Contract and this Exhibit. Additionally, the words “endeavor to” and

C-6
 EXHIBIT C.

“but failure to mail such notice shall impose no obligation or liability of

any kind upon Company, it agents or representatives” shall be deleted
from the cancellation provision of the ACORD 25 certificate of insurance
form. A copy of such endorsement much be attached.
5.3.8 Designated Construction Project Aggregate Limits required herein.
5.3.9 Primary & Non-Contributing Liabity required herein.
5.3.10 Waivers of subrogation as required by 3.7 herein.
5.3.11 The certificate of insurance shall list all exclusions and limitations added
by endorsement to the general liability insurance coverage or shall include
the following express statement: “Coverage is provided in compliance
with Section 4.1.5 of the Insurance Exhibit.”

5.4 Required Endorsements. A copy of the General Liability additional insured

endorsement(s) shall also be provided.

5.5 Failure to Obtain. Failure of Manager to demand such certificate or other

evidence of full compliance with these insurance requirements or failure of
Manager to identify a deficiency from evidence that is provided shall not be
construed as a waiver of Contractor’s obligation to maintain such insurance.

5.6 Certified Copies. Upon request of any Manager Party, Contractor shall provide to
Manager a certified copy of all insurance policies required herein within ten (10)
days of any such request. Renewal policies, if necessary, shall be delivered to
Manager at least ten (10) days prior to the expiration of the previous policy.

5.7 Commencement of Work. Commencement of Work without provision of the

required certificate of insurance, evidence of insurance and/or required
endorsements, or without compliance with any other provision of the Contract,
shall not constitute a waiver by Manager of any rights. Manager shall have the
right, but not the obligation, of prohibiting Contractor or any Contractor from
performing any Work until such certificate of insurance, evidence of insurance
and/or required endorsements are received and approved by Manager.

6.0 Use of Manager Parties’ or Owner’s Equipment. Contractor, its agents, employees,
subcontractors, suppliers and vendors of any tier shall use Manager Parties’ equipment
only with express written permission of Manager’s designated representative and in
accordance with Manager’s terms and condition for such use. If Contractor or any of its
agents, employees, subcontractors or suppliers utilize any of Manager Parties’ equipment
for any purpose, including machinery, tools, scaffolding, hoists, lifts or similar items
owned, leased or under the control of Manager, Contractor shall defend, indemnify and
be liable to Manager Parties for any and all loss or damage which may arise from such
use.

C-7
 EXHIBIT C.

7.0 Insurance Requirements of Contractor’s Subcontractors.

7.1 Insurance similar to that required of Contractor shall be provided by all

subcontractors of any tier (or provided by Contractor on behalf of subcontractors)
to cover operations performed under any subcontract agreement. Contractor shall
be held responsible for any modification in these insurance requirements as they
apply to subcontractors. Contractor shall maintain certificates of insurance from
all subcontractors containing provisions similar to those listed herein (modified to
recognize that the certificate is from subcontractor) enumerating, among other
things, the waivers of subrogation, additional insured status, and primary liability
as required herein, and make them available to Manager upon request.

7.2 Contractor is fully responsible for loss and damage to its property on the Project
site, including tools and equipment, and shall take necessary precautions to
prevent vandalism, theft, burglary, pilferage and unexplained disappearance of
property. Any insurance covering Contractor’s or its subcontractor’s property
shall be Contractor’s and its subcontractor’s sole and complete means or recovery
for any such loss. To the extent any loss is not covered by said insurance or
subject to any deductible or co-insurance, Contractor shall not be reimbursed for
same. Should Contractor or its subcontractors choose to self-insure this risk, it is
expressly agreed that Contractor hereby waives, and shall cause its subcontractors
to waive, any claim for damage or loss to said property in favor of Manager
Parties.

8.0 Release and Waiver. Contractor hereby releases, and shall cause its subcontractors to
release, Manager Parties from any and all claims or causes of action whatsoever which
Contractor and/or its subcontractors might otherwise now or hereafter possess resulting in
or from or in any way connected with any loss covered by insurance, whether required
herein or not, or which should have been covered by insurance required herein, including
the deductible and/or uninsured portion thereof, maintained and/or required to be
maintained by Contractor and/or its subcontractors pursuant to the Contract or this
Exhibit.

9.0 Property Insurance. Contractor is required to obtain insurance in the amount of 100%
of the replacement cost of all of the Contractor’s equipment, materials and other property;
including labor to re-install unless Manager confirms in writing that they are providing
such coverage. In either case, Contractor is responsible for their pro-rata share of any
deductible relating to such policy.

C-8