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HomeMy WebLinkAboutContract 51791 Received Date: 01/25/2019 Received Time: 3:29 PM Developer and Project Information Cover Sheet: Developer Company Name: HPC Wellington South Development Corporation Address, State,Zip Code: 3001 Knox St., Suite 207,Dallas,TX 75205 Phone&Email: 214-445-2200,benC&hanoveMroperty.com Authorized Signatory,Title: Ben Luedtke,Executive Vice President Project Name: Wellington Area 1 South Phase 2 Brief Description: Water,Sewer,Paving, Storm Drain, Street Lights Project Location: Southwest Corner of Willow Springs Rd&U.S.287 I Plat Case Number: FP-018-036 Plat Name: Wellington Mapsco: None Council District: 7 CFA Number: 2018-058 City Project Number: 101467 City of Fort Worth,Texas - Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 'OFFICIAL RECORD CFA Official Release Date:02.20.2017 Page Page 1 of 11 FT WORTH,TX STANDARD COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 51791 WHEREAS,HPC Wellington South Development Corporation,("Developer"),desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements") related to a project generally described as Wellington Area 1 South Phase 2 ("Project")within the City or the extraterritorial jurisdiction of Fort Worth, Texas ("City"); and WHEREAS, the City has no obligation to participate in the cost of the Improvements or Project; and WHEREAS,any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA" or "Agreement") in connection with the collective Improvements for the Project. NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth,as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer further acknowledges that said acceptance process requires the Developer's contractor(s) City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 OFRECORD Page 2 of 11 CIY SECRETARY' FT. lAl®RrH TX to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under this contract. C. Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water(A) 9, Sewer(A-1)I�,Paving(B) ®e, Storm Drain(B-1) ®, Street Lights & Signs (C) ®. E. The Developer shall award all contracts for the construction of the Improvements in accordance with Section II,paragraph 7 of the Policy and the contracts shall be administered in conformance with paragraph 8, Section 11, of the Policy. Developer shall ensure its contractor(s)pays the then-current City-established wage rates. F. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified,insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure,and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2)years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 3 of 11 iii. To require the contractor(s)it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents an,_l same will be evidenced on the Certificate of Insurance (ACORD or other state-approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available;to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces,to not install or relocate any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. I. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the community facilities to be installed hereunder. City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 4 of 11 J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans,specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify, hold harmless and defend the City, its officers, agents and employees from all suits, actions or claims of any character,whether real or asserted,brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors, officers, agents or employees, whether or not such injuries, death or damages are caused, in whole or in Part, by the alleged nejelizence of the City of Fort Worth, its officers, servants, or employees. M. Developer will further require its contractors to indemnify, defend and hold harmless the City,its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from,or in any way connected with, the construction of the infrastructure contemplated herein,whether or not such injuries, death or damages are caused, in whole or in part, by the alle,-ed negligence of the CitV of Fort Worth, its offcers, servants, or employees. Further,Developer will require its contractors to indemnify, and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 5 of 11 N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assigmn ent of all warranties given by the contractor, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contract.,,. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent(2%) for a total of 4%of the developer's share of the total construction cost as stated in the constru,::tion contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent(4%) and material testing fees equal to two percent(2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streeitl ights or if the city is not installing the streetlights, inspection fees equal to four percent(4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period,the developer may request that the CFA be extended for one additional year. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements if at the end of two(2)years from the date of this Agreement(and any extension period) the Improvements have not been completed and accepted. iv. The City may utilize the Developer's financial guarantee to cause the completion of the construction of the Improvements or to rause the payment of costs for City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 6 of 11 construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. Q. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. IMMIGRATION AND NATIONALITY ACT R. Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 7 of 11 Cost Summary Sheet Project Name:Wellington Area 1 South Phase 2 CFA No.: 2018-058 CityProject No.: 101467 An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 152,721.50 2.Sewer Construction $ 81,271.25 Water and Sewer Construction Total $ 233,992.75 B. TPW Construction 1.Street $ 484,753.75 2.Storm Drain $ 74,718.00 3.Street Lights Installed by Developer $ 62,703 00 4. Signals $ TPW Construction Cost Total $ 622,174.75 Total Construction Cost(excluding the fees): $ 856,167.50 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 4,679.86 D. Water/Sewer Material Testing Fee(2%) $ 4,679.86 Sub-Total for Water Construction Fees $ 9,359.72 E. TPW Inspection Fee(4%) $ 22,378.87 F. TPW Material Testing(2%) $ 11,189.44 G. Street Light Inspsection Cost $ 2,508.12 H. Signals Inspection Cost $ - H. Street Signs Installation Cost $ Sub-Total for TPW Construction Fees $ 36,076.43 Total Construction Fees: $ 45,436.15 Choice Financial Guarantee Options,choose one Amount Mark one Bond=100% $ 856,167.50 Completion Agreement=100%/Holds Plat $ 856,167.50 x Cash Escrow Water/Sanitary Sewer-125% $ 292,490.-14 Cash Escrow Paving/Storm Drain=125% $ 777,718.44 Letter of Credit=125%w/2 r expiration period I $ 1,070,209.38 City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 8 of 11 10 ACCORDINGLY,the City of Fort Worth and Developer have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER HPC Wellington South Development Corporation �eury 7 "ci2a�� Jesus J.Chapa(Jan 23,t19) Jesus J. Chapa Assistant City Manager 8e,y Li'twc& Date: Jan 23,2019 Ben Luedtke(Jan 18,2019) Name: Ben Luedtke Recommended by: Title: Executive Vice President ,kJ�,;. Date: Jan 18,2019 Evelyn Robe (Jan 22,2019) Evelyn Roberts/Jennifer Ezernack Project Assistant Planning and Development Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and Approved as to Form &Legality: administration of this contract, including ensuring all performance and reporting requirements. Richard A-McCracken(Jan 22,2019) Richard A. McCracken Assistant City Attorney �o Scarlett Morales uin 22.2°'9, M&C No. N/A Name: Janie Morales Date: Title: Development Manager Form 1295: N/A ATTEST: �• �� �,.f, V' rt Mary J. ,2019) *••' Mary J.Kayser/Ronald Gonzales �XPc� City Secretary/Assistant City Secretary 4,w City of Fort Worth,Texas OFFMAL RECORD Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CITY SECRETARY CFA Official Release Date:02.20.2017 Ft WORTH,TX Page 9of11 Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment Ek Attachment 1 -Changes to Standard Community Facilities Agreement Location Map ® Exhibit A: Water Improvements ® Exhibit A-1: Sewer Improvements ® Water and Sewer Cost Estimates Exhibit B: Paving Improvements Paving Cost Estimate ® Exhibit B-1: Storm Drain Improvements ® Storm Drain Cost Estimate ® Exhibit C: Street Lights and Signs Improvements ® Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 10 of 11 ATTACHMENT"1" Changes to Standard Agreement Community Facilities Agreement City Project No. 101467 None. City of Fort Worth,Texas Standard Community Facilities Agreement-Wellington Area 1 South Phase 2 CFA Official Release Date:02.20.2017 Page 11 of 11 W." OAP-1110 A077-A1 pwlws SECTION 00 42 43 DeveloperAwarded Projects-PROPOSAL FOR41 UNIT PRICE BID Project Item 3efolmatlon Bidder's Prgasri Oidlist I !teal Na Desaipon tion SpecificatiSection NO. Unit ofMaaswe Bid Quanlily Unit Pricy &d Value 1 3311.0441 8'Waler Pipe 331110,331111 LF 2,29400 S 32.00 S 73,408.00 2 33123003 9'G to VW%. 3312.0 1,% 3.00 S 1,250.00 $ 5.000.00 3 3312.001 Piro Hydrant 331240 FA 1.00 S 3,20000 S 3,200.00 4 3311.0001 Ductile iron Water fittings tvl Rwtraim 331111 TON 0.96 S 4,000.00 3 3,84000 5 331.^.2003 i'W31er S,-" 33 I1 10 FA 58.00 S 500.00 $ 52.200.00 6 3312.0 t17 Conneeti0n a Etisting 4"•I2'Water Main tPsrtial Shntd0.v113 3S 1225 EA 6.00 $ 500.00 $ 3,000.00 7 9999.0001 Adjust Easnog Service for dater 000000 Et 36.00 S 250.00 S 9,000.00 8 3305.0109 Trench Setely 310510 LF 1,294.00 I S 0.25 S $73.50 9 3125.0101 SWPPPI IAcre 312500 LS 300 S 2,500.00 S 2,500.00 1 � S 152,721.50 an OFFORTWORTN caner ar omeCOn7TWTIMpl0RCAYMN OOCtUAL f•OLMOMAW410a0111011C11 asHalamw- .Ne441,104 W,Ggb.An•1lwOralellleiee73 Sswer oo-®0 PADPZ Piro 2 or6 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Project Item]nformation Bidders Propwal Bi Item Noo NDescription Specification Section No. Unit of Measure I Bid Quarnity Unit Price Bid Valua . UNIJII IMP M N 1 3331.4115 8'Saxer Pipe(SDR-26,ASTM D3034) 33111%333112.333120 11' 721.00 S 36.00 S 25,956.00 1 3331.3101 4'Saxer Service 33 31 50 EA 2100 S 650.00 S 15.600.00 3 9999.0005 Atfust 4'Existing Service 000000 EA 70.00 S 25000 S 17,500.001. 43339.1001 4'.Nhnhola 33 39 10,33 39 70 EA 4.00 S 3,200.00 S 12,800.00 3 3339.1003 4'Extra Depth Manhole 33 39 10,33 39 20 VF 20.87 S 175.00 S 3,652.25 I 6 3339.0001 Epoxy Manhole Lincr(Nonc Assumcd) 33 39 60 VF - S $ - 7 9999.0001 Connect to Existing Sewer Line 000000 EA 2.00 S I ODOM S 2,000.001 8 3301.0002 Port-CCTV Inspection 33 01 31 LF 721.00 S 2.00 S 1,442.00 9 3301.0101 Manhole Vacuum Turing 33 01 31 EA4.00 S 150.00 S 600.00 10 3305.0109 Trench Safely _ 33 05 10 LF 721.UU S 1.00 S 711.00 11 3125.0101 SWPPP>I Acre 312500 LS 1.00 S %Owoo I S 1,000.00 S 81,271.23 T�t't.\I.GYR'ILSA3ti FH IMPHD\'ENt:4YS 0 101 PVAT WOAM Sew Pr 3'r&WMDCONITAUCTIONSP_'�":Une110ocuNf"n.c.z,CP7 AWARDED PAC1rCla W4313'AUIl.- Fmm V"Qn AP 11.101. Wtrinaten Aro,i ta,aa lhuo]1t03 r6T1 r.tee, nAv-wrAovosu re4.e.rA SECTION 00 42 42 Developer Awarded PrOWA•PROPOSAL FORM UNIT PRICE BID pmjmt Item Mram atun D)ddtrs PmpwV Bidlist faun Na DM^W" SpwiRation S4ct(on No. UnitofMeuvrc Bid Quutliry Unil lkie. Rid Vduv l 3213.0101 6'Co.lcpmnt 721313 SY 11,448.00 5 33.50 S 383.508.00 2 3211.0301 6°LimeTreument 321119 SY 12,190.00 S 2.50 S 30,475.00 3 3211.0400 Hydrated I3nte(J001SY per Geotcch) 32 11 29 TON 1112115 S 175.00 S 31 09875 4 3213.0302 4"Cane Sidomlk 32 13 20 Sp 3.97400 S 3 00 S 11,92100 5 3213.0506 HerrferFro4ltvnp,lype M-1 321320 EA 9.00 S 1.1.00.00 3 10,100M 6 3213.0501 Bsn(v Free RuW.Typo M-: 32 13 20 EA 3.00 S 1.300.00 S 3190000 7 3441.4003 Fum(sMlastsll Alum Sign Ground hfount City Sul.-Stop d:Name,BlAdes(4} 34 4i 30 V EA 9.00 S 750.00 S 6,750.Cd 8 3441.4003 FumisM(nnttll Alam Sign Gvowd Afount City Std.•Stop(RI-1) 34 41 30 EA 2.00 S 650,00 $ 1,300.00 9 3441.4001 FumislvinsWl Alum Sign Gmund Afomet City Std-15 W.H.(WIJ-IP) 34.1130 EA 5.00 5 650.00 $ 1,30000 10 3441.4003 FumiMnstall Alum Stan Gmund daunt City Std.-(WI-IR) 344130 EA 1.00 $ 650.00 $ 65000 I! 3441A003 Fumi"nstall Ahura Sign Ground Mount City Std.-(WI-IW 344130 EA 1.00 $ 650.00 8 650.00 7-T 3125.0101 S\VPPP>t Acro 312500 LS 1.00 S 1,500.00 8 1.50000 IV-PAYING,l . = S 484.753 75 arv0rFoorvioti" rnir/ ,rat4nAM C0NitWMM RMCA7101/000VMta11-0tVR0KAA%WM V&*JKn 00 W 41 IAuslawn Frau VNe.Apo,,mte WeW.pee ties ttanl IMW2 lbrm DAP-910 FROPOUL P.a.l.re SECTION 00 42 43 Developer Awarded Projects•PROPOSAL FORM UNIT PRICE BID Project Item Tnfarmetion Bidders Propos+) Bicilist Dn iption Speciricmion Section No. Unit of Meuum Bid Quandry Unit Pnce Bid Value Tim No. 1 1 P 1 2416.4201 Remove 4'Drop Inlet 0241 14 EA 300 s 1,000.00 S 3.000.07 2 3341.0201 21'RCP,Class IB 3341 10 LF 70.00 S 45.00 S 3,130.00 3 2413.3016 Remove 27'Sturm Line 0241 14 LF 21.00 S 20.00 S 420.00 4 3341,0208 27'RCP,Class W 3341 10 LF 18.00 $ 60.00 S 1,080.00 5 3361.1101 4'x2'Box Culvert 33 41 10 LF 155.00 3 160.00 S 24,800.0') 6 3349.5001 10 Cudr Inlet 33 49 20 EA 6.00 S 3,200.00 S 19100.00 7 3349.5003 20 Curb Inlet 33 49 20 EA 1.00 S 5,200.00 $ 5100.00 8 3349.0001 4'SmmT 3wcnoa Box 3349 10 EA 2.00 S 4,000.00 S 8,000.00 9 9999.0011 4'x.'P FW-0 Headwall 334940 EA 100 S 4,500.00 $ 4.500.00 to 9999.0012 Co t to Existing Storm 000000 EA 00 4.00 S 1, 0.0D S 4,000.00 11 I 9999.0013 Plus Mar(Place per mmufacmra's imt-tiont) (blank) SY 1 25.00 s 25.00 S 625.00 12 3125.0101 SNVPPP>I Acm 31 2500 1.S I 1.00 S 50000 S 500.00 13 1 3305.0109 Trench Safely 3305 10 LF 243.00 S 1,001 S 243.00 T11TA 1.UN II It hC1 QR,%LLMRt3T(f.6LEM. S 74,718.00 07 Or MAT Wom st- STANDARDCONSTRUCnONSPECIPIUnC.DOMAIN TS-DEVELOPER AWARD EO eROIE_TS W.:41 to-WisNm Ferro V.nb.APM 2.2014 W.Itnd'00 N.a I S-h Phew 2 m 43tlITMVWiE) GAP•MO P10POL0 rasa aw s SECTION 00 42 43 Developer Awarded Pm)ada-PROPOSAL FORM UNIT PRICE BID Pmjeet Inm Tnfotmadun Biddses PawaW Bidlist Item No. Duedption Speriflcatim Section No. Bid Quantity Unit Ptica Bid Value U JV NE 1 260S3001 2-CONDT PVC SCH t0(T) 26 03 33 LF 1,359.00 S 10.00 13,390W 2 3441.3303 Rdwy IUum Foundation TY7 344120 EA 22.00 S 1.000,00 S 2'-.000-CO 3 3441.1410 \O 10 Gwlued Elac Concir 3441 10 LF I359.00 S 3.00 S 4,077.00 4 3441.3035 FunmMmWl Utility Washinabn PwilmoSuis Luninaim Full CuWIfLED m 34 41 20 EA 22.00 S $00.00 S 17,600.00 P06 3 3431.1401 Y061nsutated Eltc Condr 3441 10 LP 2,7111.00 S 2.00 5 3,436.00 ;N V-S T A F&E L1(jIjZ1 V \ 3 62.703.00 Ctt't G1 fchT wOAnt ao a 410sMrut33 SMN0420 COMM CT1010 PWACATMW GOW41MR•01MILOM AWAA410 PAOUM 004242 tAM71AT ra VaraiMAan12,7014 W 42 43 Summary MMP:ATE1 DAP.910 PROP05AL Page 5.19 SECTION 00 42 40 Developer Awarded Pmjecls-PROPOSAL FORM BID SUMMARY TOTAL UNIT I-WATER IMPROVEMENTS $ 152,721.50 TOTAL UNIT 11-SEWER.IMPROVEMENTS 5 81,271.25 TOTAL UNIT B14TORM IMPROVEMENTS _ $ 74,719.00 TOTAL UNIT IV•PAVINGIMPROVEMEN'S $ 484,753.75 TOTAL LNIT V-STREETLIGHTS IMPROVrMENTS f 62,703.00 Total Construction Bid S 856,16760 rock }-} �+ns, �;r>✓sld�t- Utility Contractor agrees to complete WORK for FINAL ACCEPTANCE within Days Paving Contractor agrees to complete WORK for FINAL ACCEPTANCE within Days Street Lighting Contractor agrees to complete WORK for FINAL ACCEPTANCE.within Days CONTRACT commences to run as provided in the General Conditions. 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The City, the Developer and the Lender are hereinafter collectively called the"Parties". WITNESSETH: WHEREAS, the Developer owns that certain tract of real property that contains approximately 27:95 acres that is located in the City, the legal description of which tract of real property is marked Exhibit "A"—Legal Description, attached hereto and incorporated herein for all purposes ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat FP I8-036 or FS<Nuinler ; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development oJ'Wellirtgton Area 1 Phase 2 South("CF'A"); and WHEREAS, the City has required certain assurances of the availability of funds to complete the water and sewer utilities, streets/paving, storm drain, street lights and street signs for the development of the Property("Improvements"), and WHEREAS, in order to provide such assurances as have been required by the City, the Lender has agreed to advance certain funds to the City for Hard Costs (which term is hereinafter defined) subject to, and in accordance with, the terms, provisions and conditions of this Agreement; and WHEREAS, the Developer has granted to the Lender as additional security for the Loan (which term is hereinafter defined) a security interest in all plans and specifications for the development of the Property(collectively, the "Plans"); and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. NOW THEREFORE, for and in consideration of the benefits to be derived from the mutual observance by the Parties of the terms and conditions hereof, and for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,the Parties agree as follows: 1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for this Agreement and they are incorporated into this Agreement for all purposes. 2. The Completion Amount. The City and the Developer agree that the Hard Costs required to complete the Improvements in the aggregate should not exceed the sum of Eight hundred Fifty Six Thousand One Hundred and Sixty Seven Dollars and Fifty Cents ($856,167.5{})_ hereinafter called the"Completion Amount". Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Improvements may vary as a result of change orders agreed to by the Parties, but such variances for the purposes of this Agreement shall not affect the Completion Amount as used herein. 3. Adjustments to the Completion Amount. The Lender may from time to time make advances to the Developer for the development of the Property under the development loan that has been made by the Lender to the Developer for the purpose of financing the costs of constructing the Improvements for the Property(the"Loan") subject to, and in accordance with, the terms, conditions and provisions of the Loan Documents (wliich term is hereinafter defined) evidencing and securing the Loan. Some of those advances shall be for Hard Costs as specified in the "Approved Budget' relating to the Loan, a copy of which Approved Budget is marked Exhibit "B", attached hereto and incorporated herein for all purposes, with the Hard Costs line items highlighted. The term "Hard Costs" shall mean the actual costs of construction and installation of the Improvements. To the extent that advances under the Loan are for the payment of Hard Costs, the Completion Amount shall be deemed reduced, dollar for dollar. The Lender may withhold statutory retainage from any advances under the Loan or pursuant to this Agreement. All such retainage withheld, to the extent it is attributable to Hard Costs, shall also reduce the Completion Amount dollar for dollar. All retainage withheld by the Lender for Hard Costs that are advanced to the City pursuant to this Agreement shall be released to the City as provided in the Texas Property Code upon expiration of the statutory retainage period. 4. Completion by the Developer. The Developer agrees to complete the Improvements on or before the date for completion that is established in the Loan Documents plus thirty (30) days (the "Completion Date"), in accordance with the CFA, the Plans approved by the Lender and the City and all documents evidencing or securing the Loan (collectively, the "Loan Documents"). For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Improvements. The City shall promptly notify the Lender and the Developer upon such acceptance. 5. Completion by the City. In the event that either: (A) the development of the Property is not completed by the Completion Date for any reason whatsoever, or (B) the Developer is in default under the Loan, then the Lender, at its sole option, may request the City to complete development. The City may, at its sole option and at the cost and expense of the Developer, within 10 days from receipt of Lender's request, notify Lender that it will undertake to complete the Improvements and the City shall then commence, pursue, and complete the Improvements in a reasonably timely, diligent and workmanlike manner in accordance with the Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City may use the Plans as necessary to complete the Improvements. If the City does not timely elect to complete the construction of the Improvements or if the Lender does not request the City to complete construction of the Improvements, then the Lender may at its election terminate this Agreement, or at its option, proceed to complete the Improvements, or foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to the City. In the event the Lender has requested the City and the City has elected to complete the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in the Approved Budget within 10 days of the date that the City elected to complete and provided Lender with written notice of such election. The Developer hereby authorizes and instructs the Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of notification that the City elects to complete the Improvements. In the event the cost to complete the Improvements exceeds the moneys transferred to the City, City shall notify Lender and Developer in writing of the need of additional funds. The additional funds required to complete the Improvements shall be delivered to the City within 10 business days following notification to Lender and Developer. Failure to deliver the additional funds shall relieve the City of the obligation to complete the Improvements, in which event City shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them. Any remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Improvements if there is any default under any Loan Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the Completion Amount. 8. Easements. In the event the City or the Lender undertakes the completion of the Improvements, the Developer(and to the extent necessary the Lender) grants to the City and the Lender open access to the Property and shall execute and deliver such temporary easements over and across the entirety of the Property for the purpose of access and use for the completion of the construction of the Improvements in accordance with this Agreement. To the extent requested by the City and the Lender, written temporary construction easements in form acceptable to the City and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents. 9. Lender's Rights. Nothing in this Agreement shall affect any portion of the Lender's collateral for the Loan or limit or impair the Lender'; right to foreclose the same or deal with the collateral as it elects in accordance with the Loan Documents. 10. Satisfaction of the City Requirements. The City agrees that the assurances and covenants contained in this Agreement satisfy all requirements of the City with respect to Developer's performance bond or other financial security in connection with the development of the Property and the completion of the Improvements that are contained in the CFA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants contained herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. 11. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Improvements; (b) mutual written agreement of all of the Parties; or (c) the reduction of the Completion Amount to zero. However, release of the plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this paragraph 11 shall not require the City to release the plat. 12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Improvements are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been paid, including but not necessarily limited to lien waivers and bills paid affidavits, the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 13. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Improvements the following: a. A statement that the City is not holding any security to guarantee any payment for work performed on the Improvements; b. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; c. A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property of the Improvements; and d. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in a.,b.,and c. above. 14. Miscellaneous. • Non-Assignment of Agreement. This Agreement may not be assigned by any of the Parties without the prior written consent of all the other Parties. • Notice. Any notice required or permitted to be delivered under this Agreement shall be deemed received on actual receipt by the appropriate party at the following addresses: (i) Notice to the City shall be addressed and delivered as follows: City of Fort Worth Planning and Development Department 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Janie Morales, Development Manager Email: Janie.Morales@fortworthtexas.gov Confirmation Number: 817-392-7810 and/or Attention: CFA Division Email: cfa@fortworthtexas.gov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: Richard A. McCracken Office of the City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: HPC WELLINGTON SOUTH DEVELOPMENT CORPORATION 3001 Knox Street, Suite 207 Fort Worth,TX 75205 Email: Ben@hanoverpraperty<cam (iii) Notice to the Lender shall be addressed and delivered as follows: Veritex Community Bank 8214 Westchester Drive, Suite 650 Dallas, TX 75225 Email: wtenney@veritexbankcom A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. • Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas. • Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. • Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. • Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the Parties with respect to the subject matter hereof and supersedes any prior understandings or written or oral agreements among the Parties concerning the subject matter hereof; provided, however, that this Agreement shall not supersede, amend or modify any of the Loan Documents or any portion thereof. • Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to his Agreement. • Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) ACCORDINGLY,the City of Fort Worth, Developer and Lender have each caused this instrument to be executed in quadruplicate in each entity's resx�ective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee.: CITY OF FORT WORTH: Jesus�n23,t019 Jesus J. Chapa Assistant City Manager Date: Jan 23,2019 Approved as to Form and Legality: Richard d.FJcCracken(Jan 22.2019 Richard A. McCracken Assistant City Attorney ATTEST: O� F�RT.GL Mary J.Ki �•; Mary J.Kayser * ' City Secretary .XAS M&C: Date: L RECOR RETARY RT H,TX DEVELOPER: <DEVELOPER NAME> Ben'LXdh& Ben Luedtke(Jan 18,2019) Name: Berg Luedtke Title: Executive Vice President Date: Jan 18,2019 LENDER: Veritex Community Bank �.y(.j••, Wayne A.Tenney(Jan 21,2019) Name: Wayne A. Tenney Title: Learn Officer Contract Compliance Manger By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. J e Scarlett Morales(Jan 22,2019) Janie S. Morales Development Manager Richard E: .LeBlanc the Guarantor of the Development Loan, is executing this Completion Agreement for the sole purpose of acknowledging that advances that are made by the Lender pursuant to this Completion Agreement shall be deemed to be advances that are made under the Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by HPC WELLINGTON =-SOUTH DEVELOPMENT CORPORATION OFFICIAL RECORI� CITY SECRETARY FT. WORTH,TX GUARANTOR Richard E. LeBla,% By: Richard E.LeBlanc�Jan 18,203) Name: Title: List of Exhibits to the Completion Agreement Attachment 1 —Changes to the Standard Completion Agreement Exhibit A -Legal Description Exhibit B - Approved Budget ATTACHMENT"1" Changes to Standard Completion Agreement None EXHIBIT A TRACT 1 WHEREAS KNOX STREET PARTNERS NO. 14, LTD. ARE THE OWNERS OF A 12.354 ACRE TRACT OF LAND SITUATED IN THE M.E.P. &P.R.R. CO. SURVEY, ABSTRACT NO. 1111, IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS,AND BEING PART OF A 31.684 ACRE TRACT OF LAND CONVEYED TO KNOX STREET PARTNERS NO. 14, LTD, AS RECORDED IN COUNTY CLERK'S FILE NO. D215257357, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS. SAID 12.354 ACRE TRACT, WITH BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE COORDINATES, NORTH CENTRAL ZONE NAD83, (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS ON JULIAN DAY 253, 2004 CALCULATED FROM ARLINGTON RRP2 CORS ARP (PID-DF5387), AND DENTON CORS ARP (PID-DF8986), AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A "T" CUT FOUND ON THE SOUTH LINE OF SAID 31.684 ACRE TRACT. SAID POINT BEING THE NORTHEAST CORNER OF A 4.383 ACRE TRACT OF LAND CONVEYED TO PHILLIP A. NORRIS AND WIFE, TERESA K. NORRIS, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. D203303067, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS AND A SOUTHWEST CORNER OF WELLINGTON AREA 1 SOUTH, PHASE 1,AN ADDITION TO THE CITY OF FORT WORTH, AS RECORDED IN COUNTY CLERK'S FILE NO. D218061717, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY. SAID POINT BEING ON THE WEST RIGHT- OF-WAY LINE OF WILLOW SPRINGS ROAD, (A VARIABLE WIDTH RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH,PHASE 1; THENCE, SOUTH 89 DEGREES 48 MINUTES 44 SECONDS WEST, ALONG THE SOUTH LINE OF SAID 31.684 ACRE TRACT AND ALONG THE NORTH LINE OF SAID 4.383 ACRE TRACT, PASSING AT A DISTANCE OF 570.80 FEET A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"T THOMPSON RPLS 12" FOUND FOR THE NORTHWEST CORNER OF SAID 4.383 ACRE TRACT AND THE COMMON NORTHEAST CORNER OF A 2.01 ACRE TRACT OF LAND CONVEYED TO TERESA NORRIS AND HUSBAND PHILLIP A.NORRIS, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. D203112121, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, AND CONTINUING ALONG THE NORTH LINE OF SAID 2.01 ACRE TRACT, PASSING AT A DISTANCE OF 872.80 FEET A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED "T THOMPSON RPLS 12"FOUND FOR THE NORTHWEST CORNER OF SAID 2.01 ACRE TRACT, AND CONTINUING ALONG THE NORTH LINE OF A 339.28 ACRE TRACT OF LAND CONVEYED TO DAVID NANCE, (REFERENCE DOCUMENT VOLUME 4154, PAGE 514, DEED RECORDS, TARRANT COUNTY, TEXAS), IN ALL A TOTAL DISTANCE OF 1570.99 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF SAID 31.684 ACRE TRACT AND THE COMMON SOUTHEAST CORNER OF A 42.419 ACRE TRACT OF LAND CONVEYED TO HPC WELLINGTON SOUTH DEVELOPMENT CORPORATION, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. D215257355, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, FROM WHICH A 1/2"IRON ROD FOUND BEARS SOUTH 89 DEGREES 48 MINUTES 44 SECONDS WEST,A DISTANCE OF 2140.71 FEET; THENCE,ALONG THE WEST LINE OF SAID 31.684 ACRE TRACT AND THE COMMON EAST LINE OF SAID 42.419 ACRE TRACT, THE FOLLOWING COURSES AND DISTANCES: NORTH 00 DEGREES 11 MINUTES 16 SECONDS WEST,PASSING AT A DISTANCE OF 70.00 FEET,A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR THE SOUTHEAST CORNER OF LOT 6, BLOCK I OF AFORESAID WELLINGTON AREA 1 SOUTH, PHASE 1, AND CONTINUING ALONG THE EAST LINE OF SAID WELLINGTON AREA 1 SOUTH,PHASE 1, IN ALL A TOTAL DISTANCE OF 240.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER ON THE NORTH RIGHT- OF-WAY LINE OF WASSELL ROAD, (A 50' RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1; SOUTH 89 DEGREES 48 MINUTES 44 SECONDS WEST,ALONG SAID NORTH RIGHT-OF-WAY LINE,A DISTANCE OF 5.75 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF A CORNER CLIP AT THE INTERSECTION OF SAID NORTH RIGHT-OF- WAY LINE AND THE EAST RIGHT-OF-WAY LINE OF TOPPELL TRAIL, (A 50' RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH,PHASE 1; NORTH 45 DEGREES 11 MINUTES 16 SECONDS WEST,ALONG SAID CORNER CLIP,A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF SAID CORNER CLIP; NORTH 00 DEGREES 11 MINUTES 16 SECONDS WEST,ALONG SAID EAST RIGHT-OF-WAY LINE,A DISTANCE OF 53.01 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 13 DEGREES 27 MINUTES 05 SECONDS,A RADIUS OF 225.00 FEET, AND A LONG CHORD THAT BEARS NORTH 06 DEGREES 54 MINUTES 48 SECONDS WEST A DISTANCE OF 52.70 FEET; ALONG SAID TANGENT CURVE TO THE LEFT,AN ARC DISTANCE OF 52.82 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF LOT 6,BLOCK 4 OF SAID WELLINGTON AREA 1 SOUTH,PHASE 1; NORTH 76 DEGREES 21 MINUTES 40 SECONDS EAST,A DISTANCE OF 20.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 48 MINUTES 44 SECONDS EAST, PASSING AT A DISTANCE OF 105.78 FEET A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED"JACOBS" SET FOR THE SOUTHEAST CORNER OF SAID LOT 6 AND THE COMMON SOUTHWEST CORNER OF LOT IX,BLOCK 4 OF SAID WELLINGTON AREA I SOUTH, PHASE 1. SAME BEING AN INTERIOR ELL CORNER OF SAID 31.684 ACRE TRACT AND A COMMON EXTERIOR ELL CORNER OF SAID 42.419 ACRE TRACT,AND CONTINUING OVER AND ACROSS SAID 31.684 ACRE TRACT AND ALONG THE SOUTH LINE OF SAID LOT 1X, IN ALL A TOTAL DISTANCE OF 556.66 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER ON THE EAST RIGHT-OF-WAY LINE OF KYNBORROW ROAD, (A 50' RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH,PHASE 1; THENCE, CONTINUING OVER AND ACROSS SAID 31.684 ACRE TRACT AND ALONG THE SOUTH LINE OF SAID WELLINGTON AREA 1 SOUTH,PHASE 1, THE FOLLOWING COURSES AND DISTANCES: NORTH 00 DEGREES 29 MINUTES 24 SECONDS WEST,ALONG SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 5.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF A CORNER CLIP AT THE INTERSECTION OF SAID EAST RIGHT-OF- WAY LINE AND THE SOUTH RIGHT-OF-WAY LINE OF EAGLE BOULEVARD, (A VARIABLE WIDTH RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH, PHASE I; NORTH 44 DEGREES 39 MINUTES 40 SECONDS EAST,ALONG SAID CORNER CLIP, A DISTANCE OF 14.10 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF SAID CORNER CLIP; NORTH 89 DEGREES 48 MINUTES 44 SECONDS EAST,ALONG SAID SOUTH RIGHT-OF-WAY LINE, A DISTANCE OF 539.28 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER,AND THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 30 DEGREES 08 MINUTES 40 SECONDS,A RADIUS OF 170.00 FEET, AND A LONG CHORD THAT BEARS SOUTH 75 DEGREES 06 MINUTES 56 SECONDS EAST A DISTANCE OF 88.41 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 89.44 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 60 DEGREES 02 MINUTES 36 SECONDS EAST,A DISTANCE OF 152.09 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER,AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 28 DEGREES 52 MINUTES 38 SECONDS, A RADIUS OF 230.00 FEET,AND A LONG CHORD THAT BEARS SOUTH 74 DEGREES 28 MINUTES 55 SECONDS EAST A DISTANCE OF 114.70 FEET; ALONG SAID TANGENT CURVE TO THE LEFT,AN ARC DISTANCE OF 115.92 FEET TO A 5/8" IRON ROD WITH YELLOW PLAST C CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 00 DEGREES 02 MINUTES 08 SECONDS EAST,A DISTANCE OF 6.11 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 57 MINUTES 52 SECONDS EAST,A DISTANCE OF 14.98 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER,AND THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 89 DEGREES 31 MINUTES 13 SECONDS,A RADIUS OF 125.00 FEET,AND A LONG CHORD THAT BEARS SOUTH 45 DEGREES 16 MINUTES 31 SECONDS EAST A DISTANCE OF 176.04 FEET ALONG SAID TANGENT CURVE TO THE RIGHT,AN ARC DISTANCE OF 195.30 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 00 DEGREES 30 MINUTES 55 SECONDS EAST,A DISTANCE OF 114.15 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA OF 12.354 ACRES OF LAND. TRACT 2 WHEREAS KNOX STREET PARTNERS NO. 14,LTD. ARE THE OWNERS OF A 15.591 ACRE TRACT OF LAND SITUATED IN THE M.E.P. &P.R.R. CO. SURVEY,ABSTRACT NO. 1111, IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS,AND BEING PART OF A 31.684 ACRE TRACT OF LAND CONVEYED TO KNOX STREET PARTNERS NO. 14, LTD,AS RECORDED IN COUNTY CLERK'S FILE NO. D215257357, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY, TEXAS. SAID 15.591 ACRE TRACT,WITH BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE COORDINATES, NORTH CENTRAL ZONE NAD83, (CORS96, EPOCH DATFs 2002),DETERMINED BY GPS OBSERVATIONS ON JULIAN DAY 253, 2004 CALCULATED FROM ARLINGTON RRP2 CORS ARP (PID—DF5387),AND DENTON CORS ARF (PID—DF8986),AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHEAST CORNER OF SAID 31.684 ACRE TRACT AND A COMMON SOUTHEAST CORNER OF LOT 28, BOCK 15 OF WELLINGTON AREA 1 SOUTH,PHASE 1,AN ADDITION TO THE CITY OF FORT WORTH,AS RECORDED IN COUNTY CLERK'S FILE NO. D218061717, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS AND BEING ON THE WEST LINE OF A 32.015 ACRE TRACT OF LAND CONVEYED TO KNOX STREET PARTNERS NO. 18, LTD.,BY DEED RECORDED IN COUNTY CLERK'S FILE NO. D215257359, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS; THENCE, SOUTH 00 DEGREES 29 MINUTES 24 SECONDS EAST,ALONG THE EAST LINE OF SAID 31.684 ACRE TRACT AND THE COMMON WEST LINE OF SAID 32.015 ACRE TRACT,A DISTANCE OF 1228.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR AN INTERIOR ELL CORNER OF SAID 31.684 ACRE TRACT AND THE SOUTHWEST CORNER OF A 4 ACRE TRACT OF LAND CONVEYED AS DRILL SITE 3, IN OIL,GAS &MINERAL LEASE, TO MITCHELL ENERGY CORPORATION, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. D189067564, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS; THENCE,NORTH 89 DEGREES 57 MINUTES 54 SECONDS EAST,ALONG A NORTH LINE OF SAID 31.684 ACRE TRACT,A DISTANCE OF 875.70 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR A NORTHWEST CORNER OF AFORESAID WELLINGTON AREA 1 SOUTH,PHASE 1. SAID POINT BEING ON THE WEST RIGHT-OF-WAY LINE OF WILLOW SPRINGS ROAD, (A VARIABLE WIDTH RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1; THENCE, SOUTH 00 DEGREES 30 MINUTES 55 SECONDS EAST, OVER AND ACROSS SAID 31.684 ACRE TRACT AND ALONG SAID WEST RIGHT-OF-WAY LINE,A DISTANCE OF 21.34 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER ON THE NORTH RIGHT-OF-WAY LINE OF EAGLE BOULEVARD, (A VARIABLE WIDTH RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1. SAID POINT BEING THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 90 DEGREES 28 MINUTES 47 SECONDS,A RADIUS OF 115.00 FEET, AND A LONG CHORD THAT BEARS SOUTH 44 DEGREES 43 MINUTES 29 SECONDS WEST A DISTANCE OF 163.31 FEET; THENCE, CONTINUING OVER AND ACROSS SAID 31.684 ACRE TRACT,ALONG THE NORTH LINE OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1, AND SAID NORTH RIGHT-OF-WAY LINE, THE FOLLOWING COURSES AND DISTANCES: ALONG SAID TANGENT CURVE TO THE LEFT,AN ARC DISTANCE OF 181.60 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 89 DEGREES 57 MINUTES 52 SECONDS WEST,A DISTANCE OF 13.25 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 00 DEGREES 02 MINUTES 08 SECONDS EAST,A DISTANCE OF 19.87 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER,AND THE BEGINNING OF ANON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 28 DEGREES 29 MINUTES 01 SECOND,A RADIUS OF 170.00 FEET,AND A LONG CHORD THAT BEARS NORTH 74 DEGREES 17 MINUTES 07 SECONDS WEST A DISTANCE OF 83.65 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT,AN ARC DISTANCE OF 84.51 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 60 DEGREES 02 MINUTES 36 SECONDS WEST,A DISTANCE OF 152.09 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER,AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 30 DEGREES 08 MINUTES 40 SECONDS, A RADIUS OF 230.00 FEET, AND A LONG CHORD THAT BEARS NORTH 75 DEGREES 06 MINUTES 56 SECONDS WEST A DISTANCE OF 119.62 FEET; CONTINUING ALONG SAID NORTH RIGHT-OF-WAY LINE,AND ALONG SAID TANGENT CURVE TO THE LEFT,AN ARC DISTANCE OF 121.01 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 89 DEGREES 48 MINUTES 44 SECONDS WEST, CONTINUING ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 539.60 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF A CORNER CLIP AT THE INTERSECTION OF SAID NORTH RIGHT-OF-WAY LINE AND THE EAST RIGHT-OF-WAY LINE OF KYNBORROW ROAD, (A 50' RIGHT-OF-WAY)OF SAID WELLINGTON AREA I SOUTH,PHASE 1; NORTH 45 DEGREES 20 MINUTES 20 SECONDS WEST,ALONG SAID CORNER CLIP, A DISTANCE OF 14.18 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF SAID CORNER CLIP; NORTH 00 DEGREES 29 MINUTES 24 SECONDS WEST,ALONG SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 5.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 89 DEGREES 48 MINUTES 44 SECONDS WEST, ALONG A NORTH LINE OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1,A DISTANCE OF 82.25 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 69 DEGREES 43 MINUTES 58 SECONDS, A RADIUS OF 415.00 FEET, AND A LONG CHORD THAT BEARS NORTH 55 DEGREES 19 MINUTES 17 SECONDS WEST A DISTANCE OF 474.48 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 505.08 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHEAST CORNER OF LOT 1X, BLOCK 6 OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1, AND BEING ON THE SOUTH RIGHT- OF-WAY LINE OF PRUDENCE DRIVE,(A 60' RIGHT-OF-WAY) OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1. SAID POINT BEING ON A NORTH LINE OF SAID 31.684 ACRE TRACT; THENCE, ALONG THE COMMON LINES OF SAID 31.684 ACRE TRACT AND SAID WELLINGTON AREA 1 SOUTH, PHASE 1, THE FOLLOWING COURSES AND DISTANCES: NORTH 71 DEGREES 59 MINUTES 55 SECONDS EAST, ALONG SAID SOUTH RIGHT-OF-WAY LINE, A DISTANCE OF 110.15 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF A CORNER CLIP AT THE INTERSECTION OF SAID SOUTH RIGHT-OF- WAY LINE AND THE WEST RIGHT-OF-WAY LINE OF AFORESAID KYNBORROW ROAD; SOUTH 65 DEGREES 12 MINUTES 48 SECONDS EAST, ALONG SAID CORNER CLIP, A DISTANCE OF 14.68 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF SAID CORNER CLIP; NORTH 66 DEGREES 15 MINUTES 49 SECONDS EAST, OVER AND ACROSS SAID KYNBORROW ROAD, A DISTANCE OF 50.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF A CORNER CLIP AT THE INTERSECTION OF THE EAST RIGHT- OF-WAY LINE OF SAID KYNBORROW ROAD,AND THE SOUTH RIGHT-OF- WAY LINE OF SAID PRUDENCE DRIVE; NORTH 24 DEGREES 55 MINUTES 14 SECONDS EAST, ALONG SAID CORNER CLIP, A DISTANCE OF 13.62 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF SAID CORNER CLIP; NORTH 18 DEGREES 22 MINUTES 58 SECONDS WEST, OVER AND ACROSS SAID PRUDENCE DRIVE, A DISTANCE OF 50.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF A CORNER CLIP AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF SAID PRUDENCE DRIVE,AND THE EAST RIGHT-OF- WAY LINE OF SAID KYNBORROW ROAD; NORTH 63 DEGREES 00 MINUTES 05 SECONDS W-1 ST,ALONG SAID CORNER CLP,A DISTANCE OF 14.14 FEET TO A 5/8" IRON VOD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF SAID CORNER CLIP; NORTH 18 DEGREES 00 MINUTES 05 SECONDS WEST, ALONG THE EAST RIGHT-OF-WAY LINE OF SAID KYNBORROW ROAD,A DISTANCE OF 220.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF A CORNER CLIP; NORTH 26 DEGREES 59 MINUTES 55 SECONDS EAST,ALONG SAID CORNER CLIP,A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF SAID CORNER CLIP; NORTH 18 DEGREES 00 MINUTES 05 SECONDS WEST,ALONG THE EAST LINE OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1,A DISTANCE OF 50.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF A CORNER CLIP; NORTH 63 DEGREES 00 MINUTES 05 SECONDS WEST,ALONG SAID CORNER CLIP,A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF SAID CORNER CLIP, BEING ON THE EAST RIGHT-OF-WAY LINE OF SAID KYNBORROW ROAD; NORTH 18 DEGREES 00 MINUTES 05 SECONDS WEST,ALONG SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 220.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF A CORNER CLIP AT THE INTERSECTION OF SAID EAST RIGHT-OF- WAY LINE AND THE SOUTH RIGHT-OF-WAY LINE OF PATTENSON TRAIL, (A VARIABLE WIDTH RIGHT-OF-WAY) OF SAID WELLINGTON AREA I SOUTH, PHASE 1; NORTH 26 DEGREES 59 MINUTES 55 SECONDS EAST, ALONG SAID CORNER CLIP,A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR COR f,,TER AT THE EAST END OF SAID CORNER CLIP; NORTH 18 DEGREES 00 MINUTES 05 SECONDS WEST,OVER AND ACROSS SAID PATTENSON TRAIL,A DISTANCE OF 50.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF A CORNER CLIP AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF SAID PATTENSON TRAIL AND THE EAST RIGHT-OF- WAY LINE OF SAID KYNBORROW ROAD; NORTH 63 DEGREES 00 MINUTES 05 SECONDS WEST,ALONG SAID CORNER CLIP, A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF SAID CORNER CLIP; NORTH 18 DEGREES 00 MINUTES 05 SECONDS WEST, ALONG SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 110.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHWEST CORNER OF SAID 31.684 ACRE TRACT AND THE SOUTHWEST CORNER OF LOT 8, BLOCK 12 OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1; NORTH 71 DEGREES 59 MINUTES 55 SECONDS EAST, ALONG THE NORTH LINE OF SAID 31.684 ACRE TRACT AND A COMMON SOUTH LINE OF SAID WELLINGTON AREA 1 SOUTH, PHASE 1, A DISTANCE OF 355.84 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 30 MINUTES 36 SECONDS EAST, A DISTANCE OF 196.18 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER ON THE EAST RIGHT-OF-WAY LINE OF AFORESAID PRUDENCE DRIVE; NORTH 00 DEGREES 29 MINUTES 24 SECONDS WEST, ALONG SAID EAST RIGHT-OF-WAY LINE,A DISTANCE OF 89.38 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF AFORESAID LOT 28, BLOCK 15; NORTH 89 DEGREES 30 MINUTES 36 SECONDS EAST, ALONG THE SOUTH LINE OF SAID LOT 28, A DISTANCE OF 130.00 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA OF 15.591 ACRES OF LAND. EXHIBIT B APPROVED BUDGET Section I Water $152,721.50 Sewer 81,271.25 Subtotal $233,992;75 Section II Interior Streets $184,753.75 Storm Drains `'.74,718-00 Subtotal $559,471.75 Section III Street Lights $62,703.00 Sub-total $62.703.00 TOTAL $856,167.50