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Home My WebLink AboutContract 43289 (2)CITY SECRETARY Li 7, CONTRACTNO0_LJ COMPLETION AGREEMENT This Completion Agreement ("Agreement) is made and entered into by and among the City of Fort Worth ("City"), and Heritage 3B5A, L.P., a Texas Limited Partnership ("Developer"), and Finance Partners, L.P. ("Lender"), effective as of �� ___, 2012. 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 39.168 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 (which tract of real property is hereinafter called the "Property"); and WHEREAS, the Developer intends to develop the Property addition to the City through plat FP 01 1-047,01 1-048 or FS as an and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Heritage Addition Phase 3B Section 5B (hereinafter called the "CFA"); and WHEREAS, the City has required certain assurances of the availability of funds to complete the streets, street signs and lights, and the water and sewer utilities for the development of the Property (herein collectively called the "Community Facilities"), 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 (hereinafter collectively called the "Plans"); and WHEREAS, the Parties desire to set forth the terms and conditions of such accommodations as are described above. F OFFICIAL RECORD CITY SECRETARY FT, WORTH, TX 06-1 1-1 2 P03: 16 IN 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 Community Facilities in the aggregate should not exceed the sum of One Million, Three Hundred Seventy - Seven Thousand, Three Hundred Sixteen Dollars and Forty Cents ($1,377,316.40), hereinafter called the "Completion Amount'. Notwithstanding the foregoing, it is acknowledged that the actual costs of completion of the Community Facilities 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. Adiustments 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 Community Facilities for the Property (the "Loan") subject to, and in accordance with, the terms, conditions and provisions of the Loan Documents (which 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 (which term is hereinafter defined) line items highlighted. The term "Hard Costs" shall mean the actual costs of construction and installation of the Community Facilities. To the extent that advances under the Loan are for the payment of Hard Costs, the Completion Amount shall be COMPLETION AGREEMENT January 2007 Page 2 of 12 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 Community Facilities on or before the date for completion that is established in the Loan Documents plus thirty (30) days (hereinafter called the ' Completion Date"), in accordance with the CFA, the Plans that are approved by the Lender and the City and all documents evidencing or securing the Loan (which documents are hereinafter collectively called 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 Community Facilities. 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 Community Facilities and the City shall then commence, pursue, and complete the Community Facilities 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 Community Facilities. If the City does not timely elect to complete the construction of the Community Facilities, then the Lender may at its election terminate this COMPLETION AGREEMENT January 2007 Page 3 of 12 Agreement, or at its option proceed to complete the Community Facilities, 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 Community Facilities, 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 Community Facilities. In the event the cost to complete the Community Facilities 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 Community Facilities 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 Community Facilities, 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 ✓ easonable time. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Community Facilities if there is any default under any Loan Documents in lieu of requesting the City to complete the Community Facilities. If the Lender elects to complete the Community Facilities, any Hard Costs it expends shall, dollar for dollar, ✓ educe the Completion Amount. 8. Easements. In the event the City or the Lender undertakes the completion of the Community Facilities, the Developer (and to the extent COMPLETION AGREEMENT January 2007 P age 4 of 12 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 Community Facilities 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 RiEhts. Nothing in this Agreement shall affect any portion of the Lender's collateral for the Loan or limit or impair the Lender's ✓ ight 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 ✓ equirements of the City with respect to payment and performance bonds or other requirements for security in connection with the development of the Property and the completion of the Community Facilities 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 e xtent the CFA irreconcilably conflicts with this Agreement, the provisions o f this Agreement shall control. 11. Termination This Agreement shall terminate upon the earlier to o ccur of the following: (a) acceptance by the City of the Community Facilities; (b) mutual written agreement of all of the Parties; or (c) the ✓ eduction 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 Community Facilities are completed and accepted by the City and all Hard Costs contractors have been COMPLETION AGREEMENT January 2007 Page 5 of 12 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 Community Facilities the following: a. A statement that the City is not holding any security to guarantee any payment for work performed on the Community Facilities; 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; 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. A. 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. B. 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 1000 Throckmorton Street Fort Worth, Texas 76102 COMPLETION AGREEMENT January 2007 Page 6 of 12 and/or Attention: CFA Division David Schroeder, Development Manager Email: David.Schroeder@fortworthgov.org Confirmation Number: 817-392-2239 Attention: CFA Division Jana Knight, Administrative Assistant Email: Jana Knight@fortworthgov org Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: Douglas W. Black Office of the City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Confirmation Number: 817-392-7607 (ii) Notice to the Developer shall be addressed and delivered as follows: Heritage 3B5A, L P Victory Park, 3090 Olive Street, Ste. 300 Dallas, Texas 75219 Notice to the Lender shall be addressed and delivered as follows: Finance Partners, L P Victory Park, 3090 Olive Street. Ste. 300 Dallas, Texas 75219 Email: Tom.Mason@Hillwood.com COMPLETION AGREEMENT January 2007 Page 7 of 12 A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. C. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas. D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. E 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. F. 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. G. Amendment. This Agreement may only be amended by a written instrument executed by all of the Parties to his Agreement. H. 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) COMPLETION AGREEMENT January 2007 Page 8 of 12 Executed IN QUADRUPLET by the Parties hereto: DEVELOPER: Heritage 3B5A, L.P. a Texas Limited Partnership By: Heritage 3B5A GP, LLC Texa imited Liabili f ompany ral Pner am- : Angie Mastrocola Title: Vice President Date: Eel I Douglas W. Black At:o axi Assistant City Attorney tatOlF F° aa00000 AY 0 ATTEST: Mary J. Kaysir // City Secretary M&C: Date: °fiat oo°00 �an ate' a CITY OF FORT WORTH: Fernando Costa Assistant City Manager Date: 4/7//2 ame: Tom Mason itp: President Ia Finance Partners, L.P. , 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 Heritage 3B5A L.P.. a Texas Limited Partnership. COMPLETION AGREEMENT January 2007 Page 9 of 12 OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX LIST OF EXHIBITS TO THE COMPLETION AGREEMENT EXHIBIT A - EXHIBIT B - COMPLETION AGREEMENT January 2007 Page 10 of 12 LEGAL DESCRIPTION APPROVED BUDGET EXHIBIT A COMPLETION AGREEMENT January 2007 Page 11 of 12 (FP 001-047) DESCRIPTION BEING A TRACT OF LAND SITUATED IN THE J. R. KNIGHT SURVEY, ABSTRACT NUMBER 902, CITY OF FORT WORTH, TARRANT COUNTY TEXAS AND BEING A PORTION OF THAT CERTAIN TRACT OF LAND OWNED BY HERITAGE 3B5A, LP, AS RECORDED IN COUNTY CLERK'S FILING NUMBER D212040767 COUNTY RECORDS, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY LOT CORNER OF LOT 31, BLOCK 151, HERITAGE NORTH ADDITION, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AS RECORDED IN COUNTY CLERK'S FILING NUMBER D207310957 PLAT RECORDS TARRANT COUNTY TEXAS, SAID IRON ALSO BEING IN THE EAST LINE OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO CHRISTOPHER C HUDGINS, AS RECORDED IN VOLUME 13691 PAGE 224, COUNTY RECORDS TARRANT COUNTY, TEXAS; THENCE N 00°27'15' W, 94.99 FEET ALONG THE EAST PROPERTY LINE OF SAID HUDGINS TRACT TO THE MOST NORTHERLY NORTHWEST CORNER OF SAID HERITAGE 3B5A, L.P. TRACT• THENCE S 89°34'04"E, 441.87 FEET ALONG THE NORTH LINE OF SAID HERITAGE 3B5A L P. TRACT TO THE SOUTHWEST PROPERTY CORNER OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO DAVID A. AND CINDY L. ECHKHARDT, AS RECORDED IN VOLUME 12963, PAGE 241, COUNTY RECORDS, TARRANT COUNTY TEXAS; THENCE N 88°37'20"E, 642.69 FEET CONTINUING ALONG THE NORTH PROPERTY LINE OF SAID HERITAGE 3B5A, L P TRACT AND THE SOUTH PROPERTY LINE OF SAID ECHKHARDT TRACT AND THEN ALONG THE SOUTH LINE OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO ANDREW T. ARMSTRONG AND WIFE, KAY MASTERS RMSTRONG AS RECORDED IN VOLUME 5321, PAGE 852, COUNTY RECORDS, TARRANT COUNTY, TEXAS TO THE NORTHEAST CORNER OF SAID HERITAGE 3B5A L P. TRACT; THENCE S 00°43'12"E 1393.43 FEET ALONG THE EAST PROPERTY LINE OF SAID HERITAGE 3B5A, L.P. TRACT AND THE WEST LINE OF SAID ARMSTRONG TRACT AND THEN ALONG THE WEST LINE OF THOSE CERTAIN TRACTS OF LAND DESCRIBED BY DEED TO SAID ARMSTRONG AS RECORDED IN VOLUME 5409, PAGE 399 AND IN VOLUME 5592, PAGE 408 COUNTY RECORDS TARRANT COUNTY, TEXAS, TO THE NORTH PROPERTY LINE OF THAT CERTAIN TRACT OF LAND OWNED BY DEED TO HILLWOOD ALLIANCE RESIDENTIAL, L P., FORMERLY KNOWN AS HILLWOOD/2500, LTD (TRACT 5), AS RECORDED IN VOLUME 9409, PAGE 1403, COUNTY RECORDS TARRANT COUNTY, TEXAS THENCE S 89°06'17"W 189.19 FEET ALONG THE COMMON LINE OF THE SOUTH PROPERTY LINE OF SAID HERITAGE 3B5A, L.P. TRACT AND THE NORTH PROPERTY LINE OF SAID HILLWOOD ALLIANCE RESIDENTIAL TRACT; THENCE N 35°16'32"W, AT405 29 FEET THE SOUTHEAST CORNER OF SAID HERITAGE NORTH ADDITION, SECTION 1, IN ALL 1579.12 FEET TO THE POINT OF BEGINNING AND CONTAINING 926 153 SQUARE FEET OR 21.262 ACRES OF LAND MORE OR LESS. (FP 011-048) DESCRIPTION BEING A TRACT OF LAND SITUATED IN THE J. R. KNIGHT SURVEY, ABSTRACT NUMBER 902 AND THE WALTER CONVERSE SURVEY, ABSTRACT NUMBER 248 CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING A ALL OF THAT TRACT OF LAND OWNED BY HERITAGE 3B5A, L.P AND RECORDED IN INSTRUMENT NUMBER D212040768, COUNTY RECORDS TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS. BEGINNING AT THE NORTHWEST CORNER OF LOT 22, BLOCK 109, HERITAGE ADDITION, AS RECORDED IN CLERK S FILING NUMBER D209317079 COUNTY RECORDS, TARRANT COUNTY, TEXAS ALSO BEING IN THE SOUTH LINE OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO DICKEY COUCH, AS RECORDED IN VOLUME 15183, PAGE 651, COUNTY RECORDS TARRANT COUNTY, TEXAS; THENCE S 00°11'40"E, 135.01 FEET (PREVIOUSLY RECORDED AS 500°23'23"W) ALONG THE WEST LINE OF SAID HERITAGE ADDITION TO THE NORTH RIGHT-OF-WAY LINE OF BOWMAN DRIVE (A 50 RIGHT-OF- WAY) THENCE S 891248120"W 17.39 FEET (PREVIOUSLY RECORDED AS N89°36'37"W) CONTINUING ALONG THE WEST LINE OF SAID HERITAGE ADDITION AND SAID NORTH RIGHT-OF-WAY LINE; THENCE S 00°11'40"E, 619.11 FEET (PREVIOUSLY RECORDED AS SOO°23'23W) CONTINUING ALONG THE WEST LINE OF SAID HERITAGE ADDITION TO THE NORTH RIGHT-OF-WAY LINE OF BROILES LANE (A 50' RIGHT-OF-WAY); THENCE S 22°39'52"W, 50.00 FEET (PREVIOUSLY RECORDED AS S23°14'55"W) ALONG THE WESTERLY TERMINUS OF SAID BROILES LANE TO THE SOUTH RIGHT-OF-WAY LINE OF SAID BROILES LANE AND BEING THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; THENCE 20.48 FEET WITH THE SOUTH RIGHT-OF-WAY LINE OF SAID BROILES LANE AND ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 09°23'09", WHOSE RADIUS IS 125.00 FEET AND THE LONG CHORD WHICH BEARS 5 71°54'24"E, 20.45 FEET (PREVIOUSLY RECORDED AS S71°26'30"E) THENCE 5 00°11'40"E, 168.40 FEET (PREVIOUSLY RECORDED AS 500°23'23"W) CONTINUING ALONG THE WEST LINE OF SAID HERITAGE ADDITION; THENCE S 53°50'22"W, 66.08 FEET (PREVIOUSLY RECORDED AS 554°25'25"W) CONTINUING ALONG THE WEST LINE OF SAID HERITAGE ADDITION; THENCE S 36°10'01"E, 393.23 FEET (PREVIOUSLY RECORDED AS S35°34'58"W) CONTINUING ALONG THE WEST LINE OF SAID HERITAGE ADDITION TO THE NORTH END OF A CORNER CLIP LOCATED AT THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY LINE OF FLATIRON STREET (A 50 RIGHT-OF-WAY) AND THE NORTHERLY RIGHT-OF-WAY LINE OF MIRAGE DRIVE (A 50 RIGHT-OF-WAY); THENCE S 08°49'59"W, 14 14 FEET (PREVIOUSLY RECORDED AS 509°25'03"W) CONTINUING ALONG THE WEST LINE OF SAID HERITAGE ADDITION AND ALONG SAID CORNER CLIP TO THE NORTHERLY RIGHT-OF-WAY LINE OF SAID MIRAGE DRIVE THENCE S 53°49'S9"W 40.00 FEET (PREVIOUSLY RECORDED AS S54°25 02"W) CONTINUING ALONG THE WEST LINE OF SAID HERITAGE ADDITION AND ALONG SAID NORTHERLY RIGHT-OF-WAY LINE THENCE N 36°10'01"W, 403.24 FEET DEPARTING SAID RIGHT-OF-WAY LINE TO; THENCE N 36°08'36"W, 1822.79 FEET; THENCE N 35°16'32"W, 34.59 FEET TO THE NORTHEASTERLY PROPERTY CORNER OF SAID HERITAGE 385A L.P. TRACT AND ON THE SOUTHERLY PROPERTY LINE OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO HERITAGE 3B5A, L.P. AS RECORDED IN COUNTY CLERK'S FILING NUMBER D212040767, SAID COUNTY RECORDS; THENCE N 89°06'17"E, 189.19 FEET (PREVIOUSLY RECORDED AS N89°41'54"E) ALONG THE NORTH PROPERTY LINE OF SAID HERITAGE 3B5A, L.P TRACT TO THE SOUTHEAST PROPERTY CORNER OF SAID HERITAGE 3B5A, L.P. TRACT AND THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO ANDREW T ARMSTRONG AND WIFE, KAY MASTER ARMSTRONG AS RECORDED IN VOLUME 5592, PAGE 408, COUNTY RECORDS TARRANT COUNTY TEXAS; THENCE N 89°06'56"E, 551.22 FEET (PREVIOUSLY RECORDED AS N89°53'52"E) ALONG THE NORTH LINE OF SAID HERITAGE 3B5A, L.P. TRACT AND THE SOUTH LINE OF SAID ARMSTRONG; THENCE S 00°38 56'E, 469.70 FEET ALONG AN EAST LINE OF SAID HERITAGE 3B5A, L.P. TRACT AND THE WEST LINE OF THAT CERTAIN TRACT OF LAND OWNED BY ANN KELLER KIRKLAND AND THEN ALONG THE WEST LINE OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO TOMMY D. HIMES, AS RECORDED IN VOLUME 10270, PAGE 2049, COUNTY RECORDS, TARRANT COUNTY, TEXAS; THENCE N 89°48'26"E 457.24 FEET ALONG THE SOUTH LINE OF SAID HIMES TRACT AND THEN ALONG THE SOUTH LINE OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO DICKEY COUCH AS RECORDED IN VOLUME 15183, PAGE 27, COUNTY RECORDS, TARRANT COUNTY, TEXAS AND THEN ALONG THE SOUTH LINE OF THE AFOREMENTIONED DICKEY COUCH TRACT RECORDED IN VOLUME 15183, PAGE 651 SAID COUNTY RECORDS TO THE POINT OF BEGINNING, AND CONTAINING 779 966 SQUARE FEET, OR 17 906 ACRES OF LAND MORE OR LESS. EXHIBIT B COMPLETION AGREEMENT January 2007 Page 12 of 12 PELOTON LAND SOLUTIONS, LLC 5751 KROGER DR, SUITE 185, KELLER, TX 76244(817) 562-3350 CFA ESTIMATE FOR: HERITAGE ADDITION SECTION 3B PHASE 5B 5/14/2012 EXHIBIT A - WATER IMPROVEMENTS ITEM # CITY BID # DESCRIPTION 1 00618 8" PVC Water Line 2 00749 8" Gate Valve & Box 3 00546 Fire Hydrant assembly (includes 6" GV) 4 00220 Cast Iron Fittings 5 00837 Concrete Blocking - Type B 6 00762 Water Service, 1" Tap to Main (Res.) 7 00758 Water Service, 1" Line (Res.) 8 00762 Water Service, 1" Tap to Main (Irr.) 9 00762 Water Service, 1-1/2" Tap to Main (Irr.) 10 I 2-4" PVC Conduits 11 I Remove Plug and Connect to Exist. 8" Line 12 I 00553 IMeter Box, Class B (Polyethylene) - Res. 13 I 00553 IMeter Box, Class B (Polyethylene) - Irr. 14 I 00372 'Trench Safety TOTAL WATER CFA-3858 20120514.xis, cfa 1 of 6 UNIT LF EA EA TON CY EA LF EA EA LF EA EA EA LF QTY 5,696 12 5 3.8 9.2 94 1,986 1 2 50 3 94 3I 5,696 UNIT PRICE 19.00 900.00 3,200.00 3,500.00 50.00 200.00 7.50 800.00 1,000.00 15.00 500.00 50.00 100.00 0.10 TOTAL 108,224 00 10,800.00 16,000.00 13,300.00 460.00 18,800.00 14,895.00 800.00 2,000.00 I 750.00 1,500.00 4,700.00 300.00 569.60 193,098.60 PELOTON LAND SOLUTIONS, LLC 5751 KROGER DR, SUITE 185, KELLER, TX 76244(817) 562-3350 CFA ESTIMATE FOR: HERITAGE ADDITION SECTION 3B PHASE 5B 5/14/2012 EXHIBIT Al - SANITARY SEWER IMPROVEMENTS ITEM # CITY BID # DESCRIPTION 1 00332 8" Sanitary Sewer Main (SDR-35 PVC) 8" Sanitary Sewer Main (SDR-26 PVC) with Cement 2 00332 Stabilized Sand 3 00213 Manhole - Std 4' Dia. 4 00207 Manhole - Std 4' Dia Over End of Exist. 8" Main 5 00208 +Drop Manhole - Std 4' Dia. 6 00208 Ibrop Manhole - Std 4' Dia Over End of Exist. 8" Main 7 00211 I Interior Protective Coating 8 00214 I Manhole-Std 4 Ft Diam-Added Depth (over 6 Ft Depth) 9 00217 (Manhole - Vacuum Test 10 00354 14" Sewer Service with cleanouts (SDR-35 PVC) 11 00358 4" Sewer Service with cleanouts (SDR-26 PVC) 12 00355 Sewer Service - 4" Tap (SDR-35 PVC) 13 I 00355 Sewer Service - 4" Tap (SDR-26 PVC) 14 I 00372 Trench Safety 15 I 00201 Post Construction CCTV 16 I Connect to Exist. 8" Main TOTAL SANITARY SEWER CFA-3B5B_20120514.xls, cfa 2 of 6 UNIT QTY LF 3,805 LF EA EA EA EA VF VF EA LF LF EA EA LF LF EA 1,086 10 1 2 1 129 83 14 712 1,868 38 56 4,891 4,891 1 UNIT PRICE 22.00 $ 26.00 2,200.00 3,800.00 2,800.00 4,200.00 150.00 175.00 100.00 7.00 8.00 150.00 175.00 1.00 1.00 500.00 • TOTAL 83,710.00 28,236.00 22,000.00 3,800.00 5,600.00 4,200.00 19,350.00 14,525.00 1,400.00 4,984.00 14,944.00 5,700.00 9,800.00 4,891.00 4,891.00 500.00 228,531.00 PELOTON LAND SOLUTIONS, LLC 5751 KROGER DR, SUITE 185, KELLER, TX 76244(817) 562-3350 CFA ESTIMATE FOR: HERITAGE ADDITION SECTION 3B PHASE 5B 5/14/2012 EXHIBIT B- PAVING IMPROVEMENTS ITEM # CITY BID # DESCRIPTION 1 00450 6" Reinf. Conc. Pvmt. 6" Curb 29' B-B 2 00499 6" Lime Stabilized Subgrade 3 00496 Hydrated Lime (28#/SY) 4 00843 7" Concrete Curb & Gutter 5 00505 Std. Barricade 6 00462 Std. Header 7 00532 Type H Ramps 8 00530 4', 4" Conc. Sidewalk 9 1 00040 Traffic Control 10 I Remove Temp Pavement 11 I (Remove and Dispose of Exist. Barricade 12 1 (Connect to Exist. Header 13 1 00100 ISWPPP TOTAL PAVING CFA-31356_20120514.xls, cfa 3 of 6 UNIT SY SY TON LF LF LF EA LF LS SY EA EA LS QTY 18,094 19,290 271.0 172 58 58 10 1,481 1 155 3 3 1 UNIT PRICE $26.00 $ $2.25 $ $160.00 $ $30.00 $ $20.00 $ $15.00 I $ $850.00 I $ $9.00 $ $1,000.00 $ $10.00 $ $200.00 I $ $500.00 $ $500.00 $ TOTAL( 470,444.00 I 43,402.50 I 43,360.00 5,160.00 1,160.00 870.00 8,500.00 13,329.00 1,000.00 1,550.00 600.00 1,500.00 500.00 591,375.50 PELOTON LAND SOLUTIONS, LLC 5751 KROGER DR, SUITE 185, KELLER, TX 76244(817) 562-3350 CFA ESTIMATE FOR: HERITAGE ADDITION SECTION 3B PHASE 5B 5/14/2012 EXHIBIT B1- STORM DRAIN IMPROVEMENTS ITEM # CITY BID # DESCRIPTION 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 00087 45" RCP 00086 39" RCP 00083 30" RCP 01092 27" RCP 00082 24" RCP 00081 21" RCP 01273 112" PVC 00108 120' Inlet 00106 115' Inlet 00107 110' Inlet 00117 15' Square Manhole 00118 14' Square Manhole 01282 127" Sloping Headwall 00094 18" Thick Rock Rip Rap 00372 Trench Safety 00100 Outlet Weir Structure as shavn in plans 00102 Remove Exist. Drop Manhole and Connect to Exist. 45" RCP 00100 SWPPP TOTAL STORM DRAIN CFA-3850 20120514.xls, cfa 4 of 6 UNIT LF LF LF LF LF LF LF EA EA EA EA EA EA SY LF LS EA LS QTY 99 432 52 849 621 55 17 6 5 6 2 2 1 85 2,108 1 1 1 UNIT PRICE 100.00 80.00 52.00 48.00 45.00 42 00 35.00 4,000.00 3,000.00 2,000.00 2,500.00 2,400.00 1,650.00 75.00 1.00 4,200.00 800.00 1,500.00 1 t TOTALI 9,900.00 1 34,560.00 1 2,704.00 1 40,752.00 I 27,945.00 2,310.00 595.00 24,000.00 15,000.00 12,000.00 5,000.00 4,800.00 1 1,650.00 I 6,375.00 1 2,108.00 4,200.00 800.00 1,500.00 196,199.00 PELOTON LAND SOLUTIONS, LLC 5751 KROGER DR, SUITE 185, KELLER, TX 76244(817) 562-3350 CFA ESTIMATE FOR: HERITAGE ADDITION SECTION 3B P 5/14/2012 EXHIBIT C - STREET LIGHTING IMPROVEMENTS IITEM # CITY BID # DESCRIPTION I 1 01304 #10 Copper —Install 2 00379 #8 Copper —Install 3 00379 #6 Copper —Install 4 00382 Conduit - 2 Inch - Open Cut - Sched. 40 — Instal 5 00969 Light - Concrete Foundation - Type 7 — Install 6 00398 Street Light Assembly 7 00398 100 WATT HPS Globe TOTAL STREET LIGHTING IMPROVEMENTS CFA•3B50 20120514.xls, cfa 5 of 6 UNIT LF LF LF LF EA EA I EA SE 5B QTY 2,783 4,098 1,331 2,905 35 35 I 35 I UNIT PRICE 2.10 2.00 2.00 6.00 800.00 2,500.00 500.00 TOTAL 5,844.30 8,196.00 2,662.00 17,430.00 28,000.00 87,500.00 17,500.00 $167,132.30 PELOTON LAND SOLUTIONS, LLC 5751 KROGER DR, SUITE 185, KELLER, TX 76244(817) 562-3350 CFA ESTIMATE FOR: HERITAGE ADDITION SECTION 3B PHASE 5B 5/14/2012 EXHIBIT C1 - STREET NAME SIGNS [ITEM # ICITY 0506 ID #'Street NameON Blades ( UNIT I QTY 4 I UNIT PRICE 45 00 I $ 980.00 L (TOTAL STREET SIGNS $980.00 CFA•3850 20120514.xls, cfa 6 of 6