Loading...
HomeMy WebLinkAboutContract 58808Received Date: Feb 3, 2023 Received Time: 2:44 p.m. Developer and Project Information Cover Sheet: Developer Company Name: BYD Talon FP, LLC Address, State, Zip Code: 1105 Glade Road, STE. 100 Colleyville, Texas 76034 Phone & Email: (817) 228-7807 1 shawn.goff@grahamhart.com Authorized Signatory, Title: Shawn L. Goff, Manager Project Name: Talon Hill Phase IV Brief Description: Water, Sewer, Paving, Storm Drain & Street Lights Project Location: East of Prentiss Drive, Continuation of Harrier Street Plat Case Number: FP-15-044 Plat Name: Talon Hill Addition Mapsco: 32L&M Council District: 7 CFA Number: 22-0038 City Project Number: 103653 1 IPRC21-0163 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 16 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: STANDARD COMMUNITY FACILITIES AGREEMENT This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and BYD Talon FP, LLC ("Developer"), acting by and through its duly authorized representative. City and Developer are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Talon Hill Phase IV ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this 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: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 2 of 16 Standard Community Facilities Agreement Rev. 9/21 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: E Exhibit A: Water E Exhibit A-1: Sewer E Exhibit B: Paving E Exhibit 13-1: Storm Drain E Exhibit C-1: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements 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 specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. City of Fort Worth, Texas Page 3 of 16 Standard Community Facilities Agreement Rev. 9/21 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts City of Fort Worth, Texas Page 4 of 16 Standard Community Facilities Agreement Rev. 9/21 (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with 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 must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. 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 Improvements to be constructed pursuant to this Agreement. City of Fort Worth, Texas Page 5 of 16 Standard Community Facilities Agreement Rev. 9/21 11. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER 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 ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCL UDING 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 ONACCOUNT OF ANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGESARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL 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 INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts City of Fort Worth, Texas Page 6 of 16 Standard Community Facilities Agreement Rev. 9/21 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 Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the construction of the Improvements, the City will reconcile the actual cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer must pay the difference to the City before the Improvements will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by the Developer, the City will refund the difference to the Developer. If the difference between the actual costs and the estimated payments made by the Developer is less than fifty dollars ($50.00), the City will not issue a refund and the Developer will not be responsible for paying the difference. The financial guarantee will not be released by the City or returned to the Developer until reconciliation has been completed by the City and any fees owed to the City have been paid by the Developer. 15. Material Testing The City maintains a list of pre -approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtain proof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand - delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With copies to: City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 DEVELOPER: BYD Talon FP, LLC 1105 Glade Road STE. 100 Colleyville, Texas 76034 Page 7 of 16 City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the City of Fort Worth, Texas Page 8 of 16 Standard Community Facilities Agreement Rev. 9/21 creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would City of Fort Worth, Texas Page 9 of 16 Standard Community Facilities Agreement Rev. 9/21 normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City 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" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, 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 this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. City of Fort Worth, Texas Page 10 of 16 Standard Community Facilities Agreement Rev. 9/21 28. Immigration and Nationality Act 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. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority City of Fort Worth, Texas Page 11 of 16 Standard Community Facilities Agreement Rev. 9/21 The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 16 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Talon Hill Phase IV CFA No.: 22-0038 City Project No.: 103653 IPRC No.: 21-0163 Ite ms A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total B. TPW Construction 1. Street 2. Storm Drain 3. Street Lights Installed by Developer 4. Signals TPW Construction Cost Total Total Construction Cost (excluding the fees) Estimated Construction Fees: C. Construction Inspection Service Fee D. Administrative Material Testing Service Fee E. Water Testing Lab Fee Total Estimated Construction Fees: Financial riiaranfoo nnfinnc chnnco nno Developer's Cost $ 663,415.20 $ 534,011.60 $ 1,197,426.80 $ 1,679,325.00 $ 327,554.30 $ 136,925.00 $ 7,670.00 $ 2,151,474.30 $ 3,348,901.10 $50,000.00 $10,780.00 $900.00 $ 61,680.00 Choice dmnunt Mark nnol Bond = 100% $ 3,348,901.10 Completion Agreement = 100% / Holds Plat $ 3,348,901.10 X Cash Escrow Water/Sanitary Sewer= 125% $ 1,496,783.50 Cash Escrow Paving/Storm Drain = 125% $ 2,689,342.88 Letter of Credit = 125% $ 4,186,126.38 Escrow Pledge A reement = 125% $ 4,186,126.38 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 Page 13 of 16 IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH DEVELOPER BYD Talon FP, LLC ban,2 BcuAlu7o� i � Dana Burghdoff ( 1, 202 2:38 CST) Shawn golf (Jan 31, 0 . f, T) Dana Burghdoff Shawn L. Goff Assistant City Manager Manager Date: Feb 1, 2023 Recommended by: Dwayne Hollars (Jan 31, 2023 08:26 CST) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard A. McCracken (Feb 1, 2023 12:25 CST) Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Date: Form 1295: N/A a444pn - O FO0000, RT4dO ATTEST: ��o iM Ocoo o=o o00 000 *mod adb nEXA?o'Oa Jannette S. Goodall City Secretary Date: Jan 31, 2023 Contract Compliance Manager: 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. M,". Rebecca Diane Owen (Jan 31, 2023 08:27 CST) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 14 of 16 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment ® Attachment 1 - Changes to Standard Community Facilities Agreement ❑ Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions ® Location Map X❑ Exhibit A: Water Improvements X❑ Exhibit A-1: Sewer Improvements X❑ Exhibit B: Paving Improvements © Exhibit B-1: Storm Drain Improvements © Exhibit C-1: Street Lights and Signs Improvements © Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 15 of 16 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 103653 None City of Fort Worth, Texas Page 16 of 16 Standard Community Facilities Agreement Rev. 9/21 �GGN NGGD Lake Country Golf Club ocoGOLF v 009 CL US 73 m m O O � Z 4/ CAS '9 DALHART EAGLEBRVD,GH CH LKSRI0ER SIERRA DIT � Z m � v v Q ROBE TSON Q TALON HILL ADDITION PHASE IV , VICINITY MAP N.T.S. MAPSCO NO. 32-L,M COUNCIL DISTRICT 7 CITY PROJECT NO. 103653 CFA NO. 22-0038 -Q u 0 U Q o w w I I LL z_ I I w O J O f V U (n W U co M � 0 M X m z OO ,,V nn w o X H N W z r0 vaai n X w 00 J �dS J,S o 00 N Lu w I o a X N w X I 0 W I Q = I J � M \ / 31S3M 0 m 'lid 39GI 311MdW � a � m ULLLJ Q I W J _� u / X w 2 m wQ z 00 O a m 40-* m Q N ti 1 m M J O 6] O H CC) 00 J 00 L N n J oN z Q W C w =o 00 X o Z > c ) ":z o / N N J -° $LLa m m o F M z Z W c M d H� W N m z Z E r� E \ x U V z L W worm a o r \ M. 0 z O zJ W F toz' z } J to 19 a W = W LL 7 u z O B U W U) I = N 00 N I w X M �31S3M d 3� I n Y a p N V . as m W � o� Oa Ni 2 p' M N m o -J I Lu 0 N � N m y 00 N I N I\ \ N \ N 9 rN Oz ¢w S I I O lq- w LL z r-i LLJ O J O U N � U �I 2 O 4 Z J W W p w (D w J 1 w �m Q= 2 o ~W � m J _0� J_ = w = w LLu z �} i ) O J M pp N 00 �rnoo m H W m o Q Z / ' Q , w € / O N Iw moF z Z W c m d / W O m z Q0 Z_ a r� E (� EO CO IL U V z t - w W o�m a o r N _ m Z Ln m O O F N zz } �z = W L W tit 2 O ZO U W C) J w w LL m 0 Q < p J Q 1 Lu C) U \ N U) \ \ " m Y " \ a WU-L aaa 11 N o" / 00 " �u 2 o oZ a od M W w og as 1 \\ \\ Y J LU J Q � ¢wQd I >CL cn m o aoa= � 0 r o r a am am LU CL LLJ I a a � i `\ \\ " \ 1 LLB a '2!d 3J4I 311N`dW I I " r r i LU U) Q o / 1 1 mo Y r r mw J " .�. a i �P i i m a —ffnn XZ J 2 m c �, Y wUwa_ Lug ZZ V) p a Lu O J Q w, ��q� / a �P,/ �/ M ��� J m m F w " O Z>T�Z Oj N E Q � W N r` . d m N fV W J -o d� U oa F z Z OMZ Q LL, O Z_ ar_ E U zr�W W o�m o ~ m Z M LL L U ___ _0 W a ti LU U-) O Lc a LL O' w 0 w z-4t } LX W LL = u W 2 0 m V 7 0 d-J w LL z r-i w J O O U N � ^ U w m r N OZ m OC C) rn = , n w44 o o oz N N a� O � � N d O _ aw 10 O CP in m UC w n E N M d re CNX O . is '" o O Z �� d" w LU Z :n N r-i N W oco w x W a ce U V J u r L \\ N m m / o 3�1,d1 N2i31S3M r o N 'iia 39GI 31INVW coLLJ — o a m a T-XQ m co Lu T^- LU m N Z LL J �U o m�J tu- Z _ X�= Z aU� o Y w� 0�0 o X. V`. 7 O J awa Ln _ z -_ rn a o LU o� m En Z Q J a U M Gj� da o �fi o m CO X oo N o��oso y a U N Q� \M H W a M r Z > TIC Z O N Q N W F � o � U mm j coBoa m N Is o F rn Z N F W 0-z Z W O M Z d V Q O Z_ a r� N LL (7 EO W LL - N U Z W W fL~� a N w � Q o � N d �o Z X w \ M a d a d m oZ ¢w p o N a m U x O Lu j O f N z } z LL = W coi 2 O U W 0 LU LU LL z LU O J o U N V) U 2 a 0 0 xw J Z N m 0 w O 0 NNE Lu LU z w N U) d LU 0- mu z 2Q CP LLI az a� J Z M Qw � o � °� LL LU 1 Q w z LU _ az Q _ 3�1'd�► N-631S3M M — _ H IdG 3JdI' 311NVI4 mJW J m ry .�i"� .y ILUN 7 W r ww� N a p w � J Fa z M co cd 0 Ln m m Y N � v } ■ � O pp N w 7 Q O ~>wg Z � ,, C)' M V' � P � � N a y !fo A LL� J ' m mom W O M Z N N Q 0zo�_€ LL I 1 0 U v z~gym w a0 /) Z LLi 7y w a o ry � t7 W . J OF �Q z ' O } LU = W J y J Z LU 0 LL u z_ a U W SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 1 of 7 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT I: WATER IMPROVEMENTS 1 3305.0109 Trench Safety 33 05 10 LF 6,017 $0.10 70 2 3311.0001 Ductile Iron Water Fittings w/ Restraint 3311 11 TON 3.1 $7,740.00 .00 3 3311.0251 8" DIP Water 3311 10 LF 100 $150.00 .00 4 3311.0261 8" PVC Water Pie 3311 12 LF 5,917 $63.50 M375,729.50 505 3312.0001 Fire H drant 331240 EA 6 $7400.00 .006 3312.0117 Connection to Existin 4"-12" Water Main 331225 EA 5 $1,200.00 .007 3312.2003 1" Water Service 331210 EA 109 $1,430.00 .008 3312.3003 8" Gate Valve 331220 EA 17 $2,460.00 .00 TOTAL UNIT I: WATER IMPROVEMENTS1 $663,415.20 Burnsco Construction, Inc. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Forth Version May 22, 2019 CPN 103653 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 2 of 7 Bidder's Application Project Item Information Bidders Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT II: SANITARY SEWER IMPROVEMENTS 1 3301.0002 Post -CCTV Inspection 3301 31 LF $3.40 $ 11 369.60 2 3301.0101 Manhole Vacuum Testing3301 30 EA $120.00 $ 2,400.00 3 3305.0109 Trench Safe 3305 10 LF $1.00 $ 3,344.00 4 3305.0113 Trench Water Stops 3305 10 EA M34 $1.00 $ 12.00 5 3305.0202 Imported Embed/CSS 33 05 10 LF $57.00 $ 5,700.00 6 3331.4115 8" Sewer Pie 3331 20 LF $75.00 $ 250,800.00 7 3331.3101 4" Sewer Service 3331 50 EA $1 300.00 $ 136 500.00 8 3339.1001 4' Manhole 33 39 10, 33 39 20 EA 17 $4,380.00 $ 74,460.00 9 3339.1002 4' DrManhole 33 39 10, 33 39 20 EA 3 $5,350.00 $ 16,050.00 10 3339.1003 4' Extra Depth Manhole 33 39 10, 33 39 20 VF 48 $190.00 1 $ 9,120.00 11 3339.0001 Epoxy Manhole Liner 33 39 60 VF 59 $384.00 $ 22,656.00 12 9999.0001 Connect to ExistingSystem 3331 20 EA 2 $800.00 $ 1,600.00 TOTAL UNIT II: SANITARY SEWER IMPROVEMENTS 1 $534,011.60 Burnsco Construction, Inc. uj(l�— CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Form Version May 22. 2019 CPN 103653 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 3 of 7 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT III: DRAINAGE IMPROVEMENTS 1 3305.0109 Trench Safety 33 05 10 LF 1,157V$6,300.00 0.50 $ 578.50 2 3341.0205 24" RCP Class III 3341 10 LF 1,06575.0 $$ 186 375.00 3 3341.0204 24" HDPE Pie 3341 11 LF 9256.00 $ 14,352.00 4 3349.5001 10' Curb Inlet 33 49 20 EA 3 $ 18,900.00 5 3349.5002 15'Curb Inlet 334920 EA 3 00.00 $ 25500.00 6 3349.5003 20'Curb Inlet 334920 EA 3 800.00 $ 35 400.00 7 3137.0102 Large Stone Ri ra , dry 31 3700 SY 50 $119.00 $ 5,950.00 8 13349.1003 24" Flared Headwall, 1 pipe 334940 EA 3 $3,500.00 1 $ 10,500.00 9 3349.0001 4' Storm Junction Box 33 49 10 EA 2 $6,600.00 $ 13,200.00 10 19999.0002 Turf Reinforcement Mat 99 99 99 SY 418 $36.60 1 $ 15 298.80 11 19999.0003 Connect to Existing System 3341 10 EA 1 $1,500.00 1 $ 1,500.00 TOTAL UNIT III: DRAINAGE IMPROVEMENTS $327,554.30 Burnsco Construction, Inc. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Form Version May 22. 2019 CPN 103653 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Pace 7 of 7 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value Bid Summary UNIT I: WATER IMPROVEMENTS $663,415.20 UNIT II: SANITARY SEWER IMPROVEMENTS $534,011.60 UNIT III: DRAINAGE IMPROVEMENTS $327,554.30 UNIT IV: PAVING IMPROVEMENTS $1,679,325.00 UNIT V: STREET LIGHTING IMPROVEMENTS $136,925.00 UNIT VI: STREET SIGNS IMPROVEMENTS $7,670.00 Total Construction Bidl $3,348,901.10 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. 180 worldng days after the date when the UNIT IV: PAVING IMPROVEMENTS UNIT VI: STREET SIGNS IMPROVEMENTS UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS Jackson Construction, Ltd. 60 Working Days Burnsco Construction, Inc. 90 Working Days C & S Utility Contractors, Inc. 30 Working Days CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Form Version May 22, 2019 CPN 103653 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BIDPROPOSAL Page 4 of 7 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT IV: PAVING IMPROVEMENTS 1 3211.0400 Hydrated Lime 3211 29 TON 383 $370.00 $ 141 710.00 2 3211.0502 8" Lime Treatment 36 LB/SY 32 11 29 SY 21,292 $4.50 $ 95 814.00 3 3213.0102 7" Conc Pvmt 32 13 13 SY 19,918 $64.00 $ 1,274,752.00 4 3213.0302 5" Conc Sidewalk 32 13 20 SF 9,594 $8.50 $ 81 549.00 5 3213.0501 Barrier Free Ramp, Type R-1 32 1320 EA 11 $2 900.00 $ 31 900.00 6 3213.0504 Barrier Free Ramp, Type M-2 32 1320 EA 7 $2,300.00 $ 16,100.00 7 3213.0506 Barrier Free Ramp, Type P-1 32 1320 EA 7 $2,300.00 $ 16,100.00 8 3291.0100 Topsoil 3291 19 CY 102 $75.00 1 $ 7,650.00 9 13292.0400 Seeding, H dromulch 32 92 13 SY 2,750 $5.00 1 $ 13,750.00 TOTAL UNIT IV: PAVING IMPROVEMENTS $1,679,325.00 Jackson Construction, Ltd. -]iroy . Jackson President COY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Forrn Version May 22, 2019 CPN 103653 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 6 of 7 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value UNIT VI: STREET SIGNS IMPROVEMENTS 1 19999.5004 Furnish/Install Street Sion Post 3441 30 EA 13 $340.00 1 $ 4,420.00 2 19999.0005 Furnish/Install Street Name Blade 3441 30 EA 26 $75.00 1 $ 1,950.00 3 19999.0006 Furnish/Install Stop Sin 3441 30 EA 13 $100.00 1 $ 1,300.50 UNIT VI: STREET SIGNS IMPROVEMENTS $7,670.00 Jackson Construction, Ltd. President CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Form Version May 22, 2019 CPN 103653 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL Page 7 of 7 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Bid Value Bid Summary UNIT I: WATER IMPROVEMENTS $663,415.20 NI UT II: SANITARY SEWER IMPROVEMENTS $534,011.60 UNIT III: DRAINAGE IMPROVEMENTS $327,554.30 UNIT IV: PAVING IMPROVEMENTS $1,679,325.00 UNIT V: STREET LIGHTING IMPROVEMENTS $136,925.00 UNIT Vl: STREET SIGNS IMPROVEMENTS $7,670.00 Total Construction Bidl $3,348,901.10 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. 180 worldng days after the date when the UNIT IV: PAVING IMPROVEMENTS UNIT VI: STREET SIGNS IMPROVEMENTS UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS Jackson Construction, Ltd. 7�4Trqyy L. ckson President Burnsco Construction, Inc 60 Working Days 90 Working Days UNIT V: STREET LIGHTING IMPROVEMENTS C & S Utility Contractors, Inc. 30 Working Days CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Forth Version May 22, 2019 CPN 103653 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID W 42 43 DAP - RID PROPOSAL, Page 5 of 7 Bidder's Application Project Item Information Bidder's Proposal Bidlist Item No Description Specification Section Nil. Unit of Measure Bid Quantity Unit Price Aid Value UNIT V: STREET LIGHTING IMPROVEMENTS 1 12605.3015 2" CONDT PVC SCH 60 T 2605 33 LF 2240 $17.50 9 200.00 2 3441.3301 Rd Ilium Foundation TY 1 2 and 4 3441 20 EA 25 $1,100.00 7 500,00 3 3441.3361 Furnishlirstall Rdwa Blum iY 11 Pole 3441 20 EA 25 $1 898.00 450,004 3441.1646 Furnishllnstall T e 33B Arm 3441 20 FA 25 $300.00 V$47 7.500.00S 3441.1410 NO 10 Insulated Elec Condr 3441 10 LF 6720 $1.25 8 400.006 3441.3050 Fumishllnstall LFD Lighting Fixture (70 watt ATBO Cobra Head 3441 20 EA 25 $275.00 6,875.00 TOTAL UNIT V: STREET LIGHTING IMPROVEME—T-1 $136,925.00 C & S Utility Contractors, Inc. CITY OF FORT WORTH STANDARD CONSTRUCriON SPECIFICATION DOCUMENTS -DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Form Version Nlap 22, 2M CPN 103b53 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM UNIT PRICE BID 00 42 43 DAP - BID PROPOSAL. Page 7 of 7 Bidder's Application Project Item Information Bidders Proposal Bidlist Item No, Descript on Specification Section Na. Unit of Measure Bid Quantity i nit PriceBid Value Bid Summary UNIT I: WATER IMPROVEMENTS $663 415.20 UNIT II: SANITARY SEWER IMPROVEMENTS $534,011.60 UNIT ill: DRAINAGE IMPROVEMENTS $327,554,30 UNIT IV: PAVING IMPROVEMENTS $1,679 325.00 UNIT V: STREET LIGHTING IMPROVEMENTS $136.925.00 UNIT VI: STREET SIGNS IMPROVEMENTS $7,670.00 Total Construction Bid 1 $3,348,901.10 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. 180 worldng days after the date when the UNIT IV: PAVING IMPROVEMENTS UNIT VI: STREET SIGNS IMPROVEMENTS UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS Jackson Construction, Ltd. 60 Working Days Burnsco Construction, Inc. 90 Working Days C & S Utility Contractors, Inc. 30 Working Days CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS TALON HILL PHASE IV Form Versiou May 22, 2019 CPN 1036.53 COMPLETION AGREEMENT — LENDER FUNDED This Completion Agreement ("Agreement) is made and entered into by and among the City of Fort Worth ("City"), and BYD TALON FP, LLC, a Texas Limited Liability Corporation ("Developer"), and First United Bank & Trust Company ("Lender"), effective as of the date subscribed by the City's City Manager or Assistant City Manager. 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 50.3 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; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Talon Hill Phase 4 ("CIA"); 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 City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 1 of 16 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 Three million three hundred forty-eight thousand nine hundred one and 10/100 Dollars ($3,348,901.10), 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 (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 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 City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 2 of 16 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 City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 3 of 16 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's 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 CIA 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 CIA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 4 of 16 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. A. Non -Assignment ofAgreement. 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, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 5 of 16 and/or City of Fort Worth Planning and Development Department 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Rebecca Owen, Development Manager Email: Rebecca.Owen@fortworthtexas.gov Confirmation Number: 817-392-7810 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: BYD Talon FP, LLC 1109 Glade Road Colleyville, TX 76034 Email: Doug.Skomer(kGrahamhart.com, Shawn.Goff@Grahamhart.com (iii) Notice to the Lender shall be addressed and delivered as follows: First United Bank & Trust Company 6100 Preston Road, Ste. 200 Frisco, TX, 75034 Email: Chad.falknor@irstunitedbank.com A party may change its address for notice upon prior written notice to the other parties pursuant to the terms hereof. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 6 of 16 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) City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 7 of 16 ACCORDINGLY, the City of Fort Worth, Developer and Lender 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: 15"ta_ B�rA�cr7v>� Dana Burghdoff ( 1, 202112:38 CST) Dana Burghdoff Assistant City Manager Date: Feb 1, 2023 Approved as to Form and Legality: Richard A. McCracken (Feb 1, 202312:25 CST) Richard A. McCracken Senior Assistant City Attorney M&C: N/A Date: ATTEST: Jannette Goodall City Secretary DEVELOPER: BYD Talon FP, LLC Shawn goff (Jan 31, 0 . T) Name: Shawn Goff Title: Manager Date: Jan 31, 2023 LENDER: First United Bank & Trust Company Cha,' 7WI(IfAy Chad Falknor (Feb 1, 202312:11 CST) Name: Chad Falknor Title: Lender City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 8 of 16 Chad Falknor, 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 First United Bank & Trust Company GUARANTOR Chas' Wmio- Bv: Chad Falknor (Feb 1, 202312:11 CST) Name: Chad Falknor Title: Lender City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 9 of 16 List of Exhibits to the Completion Agreement Attachment 1 — Changes to the Standard Completion Agreement Exhibit A - Legal Description Exhibit B - Approved Budget City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 10 of 16 ATTACHMENT "1" Changes to Standard Completion Agreement None City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 11 of 16 EXHIBIT A REAL PROPERTY DESCRIPTION BEING 50.237 ACRE TRACT OF LAND SITUATED IN THE G.S. RALL SURVEY, ABSTRACT NO. 1985, AND D.C. PACE SURVEY, ABSTRACT NO. 1245, IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING A PORTION OF THAT CERTAIN TRACT OF LAND CALLED 87.504 ACRE TRACT OF LAND DESCRIBED BY DEED TO BYD TALON HILL DEVELOPMENT, LLC, AS RECORDED IN INSTRUMENT NUMBER D215288757, DEED RECORDS, TARRANT COUNTY, TEXAS, AND PORTION OF THE REMAINDER OF THAT TRACT OF LAND CALLED 178.859 ACRE TRACT OF LAND DESCRIBED BY DEED TO BYD TALON HILL LAND, LLC, AS RECORDED IN INSTRUMENT NUMBER D214222289, DEED RECORDS, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING AT A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND FOR THE NORTHWEST CORNER OF LOT 16, BLOCK I, TALON HILL ADDITION, AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN INSTRUMRNT NUMBER D217009798, PLAT RECORDS, TARRANT COUNTY, TEXAS, AND BEING IN THE EASTERLY RIGHT-OF-WAY LINE OF PRENTISS DRIVE (80' WIDE RIGHT-OF-WAY) AND THE BEGINNING OF A CURVE TO LEFT; THENCE 132.92 FEET WITH THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 05 DEGREES 54 MINUTES 13 SECONDS WITH A RADIUS OF 1290.00 FEET, A TANGENT LENGTH OF 66.52 FEET AND A CHORD WHICH BEARS NORTH 40 DEGREES 42 MINUTES 50 SECONDS WEST, 132.86 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE NORTH 43 DEGREES 39 MINUTES 57 SECONDS WEST, 588.94 FEET WITH THE NORTEASTERLY RIGHT-OF-WAY LINE OF SAID PRENTISS DRIVE TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR THE BEGINNING OF A CURVE TO RIGHT; THENCE 19.62 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 01 DEGREES 18 MINUTES 25 SECONDS WITH A RADIUS OF 860.00 FEET, A TANGENT LENGTH OF 9.81 FEET AND A CHORD WHICH BEARS NORTH 43 DEGREES 00 MINUTES 44 SECONDS WEST, 19.62 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE NORTH 04 DEGREES 28 MINUTES 25 SECONDS EAST, 27.70 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE NORTH 50 DEGREES 38 MINUTES 23 SECONDS EAST, 30.00 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE NORTH 39 DEGREES 21 MINUTES 37 SECONDS WEST, 50.00 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE SOUTH 50 DEGREES 38 MINUTES 23 SECONDS WEST, 30.00 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE NORTH 83 DEGREES 11 MINUTES 40 SECONDS WEST, 27.70 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR TE BEGINNING OF A CURVE TO THR RIGHT; City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 12 of 16 THENCE 454.81 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 30 DEGREES 18 MINUTES 02 SECONDS WITH A RADIUS OF 860.00 FEET, A TANGENT LENGTH OF 232.86 FEET AND A CHORD WHICH BEARS NORTH 21 DEGREES 12 MINUTES 42 SECONDS WEST, 449.52 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE NORTH 06 DEGREES 03 MINUTES 42 SECONDS WEST, 308.38 FEET A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE NORTH 38 DEGREES 56 MINUTES 18 SECONDS EAST, 28.28 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE NORTH 83 DEGREES 56 MINUTES 18 SECONDS EAST, 30.00 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE NORTH 06 DEGREES 03 MINUTES 42 SECONDS WEST, 50.00 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE SOUTH 83 DEGREES 56 MINUTES 18 SECONDS WEST, 30.00 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE NORTH 51 DEGREES 03 MINUTES 42 SECONDS WEST, 28.28 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE NORTH 06 DEGREES 03 MINUTES 42 SECONDS WEST, 411.07 FEET WITH THE EAST RIGHT-OF-WAY LINE OF SAID LAKE COUNTRY DRIVE TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET IN THE NORTH LINE OF HEREIN DESCRIPED TRACT OF LAND AND THE SOUTHWEST CORNER OF LOT 1, BLOCK B, THE RANCH AT EAGLE MOUNTAIN ADDITION AS RECORDED IN CABINET A, SLIDE 12557, OF SAID PLAT RECORDS; THENCE NORTH 83 DEGREES 56 MINUTES 18 SECONDS EAST, 87.74 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "PATE" FOUND FOR THE SOUTHEAST CORNER OF SAID LOT 1, AND THE SOUTH CORNER OF LOT 3, OF SAID BLOCK B; THENCE SOUTH 65 DEGREES 39 MINUTES 57 SECONDS EAST, 486.38 FEET WITH THE SOUTH LINE OF SAID BLOCK B, TO A 5/8 INCH IRON WITH CAP STAMPED "PATE" FOUND FOR THE SOUTH CORNER OF LOT 8, OF SAID BLOCK B; THENCE NORTH 24 DEGREES 20 MINUTES 03 SECONDS EAST, 170.00 FEET WITH THE EAST LINE OF SAID LOT 8, TO A GIN SPINDLE FOUND FOR THE NORTHEAST CORNER OF SAID LOT 8, IN THE SOUTH LINE OF WESTERN LAKES DRIVE (50 FOOT RIGHT-OF-WAY); THENCE SOUTH 65 DEGREES 39 MINUTES 57 SECONDS EAST, 10.76 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "LANDES" FOUND FOR CORNER IN SAID SOUTH LINE; THENCE NORTH 24 DEGREES 20 MINUTES 03 SECONDS EAST, 230.00 FEET WITH THE EAST LINE OF BLOCK A OF SAID THE RANCH AT EAGLE MOUNTAIN ADDITION TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; HENCE NORTH 65 DEGREES 39 MINUTES 57 SECONDS WEST, 10.76 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 13 of 16 THENCE NORTH 24 DEGREES 20 MINUTES 03 SECONDS EAST, 96.85 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR THE NORTH CORNER OF HEREIN DESCRIPED TRACT OF LAND IN THE SOUTH LINE OF THAT CERTAIN TRACT OF LAND AS CONVEYED BY DEED TO EAGLE MOUNTAIN GOLF CLUB, LLC, AS RECORED IN INSTRUMENT NUMBER D206172189, DEED RECORDS OF TARRANT COUNTY, TEXAS; THENCE SOUTH 68 DEGREES 43 MINUTES 57 SECONDS EAST, 184.59 FEET WITH THE COMMON LINE OF SAID EAGLE MOUNTAIN GOLF CLUB, LLC AND HEREIN DESCRIBED TRACT TO A 518 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE SOUTH 88 DEGREES 35 MINUTES 36 SECONDS EAST, 72.37 FEET WITH THE COMMON LINE OF SAID EAGLE MOUNTAIN GOLF CLUB, LLC AND HEREIN DESCRIBED TRACT TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR A CORNER; THENCE SOUTH 66 DEGREES 35 MINUTES 14 SECONDS EAST, 102.99 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE SOUTH 40 DEGREES 37 MINUTES 24 SECONDS EAST, 101.67 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET FOR CORNER; THENCE SOUTH 55 DEGREES 15 MINUTES 39 SECONDS EAST, 235.31 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE SOUTH 37 DEGREES 51 MINUTES 19 SECONDS EAST, 35.40 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE SOUTH 49 DEGREES 40 MINUTES 25 SECONDS EAST, 63.82 FEET TO A 5/8 INCH IRON FOUND FOR A CORNER; THENCE SOUTH 18 DEGREES 41 MINUTES 38 SECONDS EAST, 58.14 FEET TO A 5/8 INCH IRON HOUND FOR CORNER; THENCE SOUTH 55 DEGREES 01 MINUTES 38 SECONDS EAST, 343.40 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE SOUTH 29 DEGREES 38 MINUTES 11 SECONDS WEST, 9.88 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" SET; THENCE SOUTH 21 DEGREES 47 MINUTES 57 SECONDS EAST, 145.63 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND FOR THE NORTH CORNER OF LOT 34, BLOCK A, OF SAID TALON HILL ADDITION; THENCE SOUTH 20 DEGREES 49 MINUTES 53 SECONDS WEST, 431.77 FEET WITH THE WEST LINE OF BLOCK A, OF SAID TALON HILL ADDITION TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND FOR THE NORTH CORNER OF LOT 20, OF SAID BLOCK A; THENCE SOUTH 41 DEGREES 33 MINUTES 51 SECONDS WEST, 253.61 FEET WITH THE WEST LINE OF BLOCK A, OF SAID TALON HILL ADDITION TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND FOR THE WEST CORNER OF LOT 18, OF SAID BLOCK A, IN THE NORTHERLY RIGHT-OF-WAY LINE OF HARRIER STREET (50 FOOT RIGHT-OF-WAY); City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 14 of 16 THENCE NORTH 53 DEGREES 53 MINUTES 08 SECONDS WEST, 46.24 FEET WITH THE NORTHERLY RIGHT-OF-WAY LINE OF HARRIER STREET (50 FOOT RIGHT-OF-WAY) TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND; THENCE SOUTH 36 DEGREES 28 MINUTES 12 SECONDS WEST, 382.03 FEET WITH THE WESTERLY LINE OF BLOCK E, TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND FOR THE BEGINNING OF A CURVE TO LEFT; THENCE 12.65 FEET WITH THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 01 DEGREES 19 MINUTES 04 SECONDS WITH A RADIUS OF 550.00 FEET, A TANGENT LENGTH OF 6.33 FEET AND A CHORD WHICH BEARS NORTH 52 DEGREES 59 MINUTES 06 SECONDS WEST, 12.65 FEET TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND; THENCE SOUTH 36 DEGREES 21 MINUTES 22 SECONDS WEST, 195.20 FEET WITH THE WESTERLY LINE OF BLOCK I, TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND; THENCE SOUTH 52 DEGREES 06 MINUTES 21 SECONDS EAST, 71.21 FEET WITH THE WESTERLY LINE OF BLOCK E, TO A 5/8 INCH IRON WITH CAP STAMPED "ANA" FOUND FOR SOUTH CORNER OF LOT 5, AND WEST CORNER OF LOT 4, BLOCK I, OF SAID TALON HILL ADDITION; THENCE SOUTH 49 DEGREES 30 MINUTES 40 SECONDS WEST, 375.36 FEET TO THE PLACE OF BEGINNING, AND CONTAINING 2,188,651 SQUARE FEET OR 50.24 ACRES OF LAND, MORE OR LESS. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 JLE CFA Official Release Date: 07.01.2015 Page 15 of 16 EXHIBIT B APPROVED BUDGET Section I Water $663,415.20 Sewer $534,011.60 Subtotal Section II Interior Streets $1,679,325.00 Storm Drains $327,554.30 Subtotal Section III Street Lights $136,925.00 Street Signs $7,670.00 Sub -total TOTAL $1,197,426.80 $2,006,879.30 $144,595:00 $3,348,901.10 City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 09.07.2017 ME CFA Official Release Date: 07.01.2015 Page 16 of 16