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HomeMy WebLinkAboutContract 48515 CITY SSCRUARYL S)� CONTmu mo, COMPLETION AGREEMENT—LENDER FUNDED This Completion Agreement ("Agreement) is made and entered into by and among the City of Fort Worth ("City"), and HPC WELLINGTON NORTH DEVELOPMENT CORPORATION, a Texas corporation ("Developer"), and Texas Capital Bank, National Association, a national banking corporation("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 29.476 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 ("Properly"); and WHEREAS, the Developer intends to develop the Properly as an addition to the City through plat FP 15-1111; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Wellington Master Infrastructure Blue Mound Road West, Phase 1("CFA"); 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. City of Fort Worth,Texas A 3 4 S 6� Standard Completion Agreement—Lender-Funded CFA Official Release Date: 07.01.2015 Page 1 of 13 f__- - _ DF��3 OFFICIAL RJ 'OF CITY SECRl '� �RT FT. WORTH NOW THEREFORE, for and in consideration of the benefits to be derived from the mutual observance by the Parties of the terms and conditions hereof, and for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,the Parties agree as follows: 1. Recitals. The foregoing recitals are true, correct and complete and constitute the basis for this Agreement and they are incorporated into this Agreement for all purposes. 2. The Completion Amount. The City and the Developer agree that the Hard Costs required to complete the Improvements in the aggregate should not exceed the sum of Two Million, Ninety Thousand, and Nine Hundred Ninety-Eight Dollars and Four Cents ($2,090,998.04), 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. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date:07.01.2015 Page 2 of 13 4. Completion by the Developer. The Developer agrees to complete the Improvements on or before the date for completion that is established in the Loan Documents plus thirty (30) days (the "Completion Date"), in accordance with the CFA, the Plans approved by the Lender and the City and all documents evidencing or securing the Loan (collectively, the "Loan Documents"). For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Improvements. The City shall promptly notify the Lender and the Developer upon such acceptance. 5. Completion by the City. In the event that either: (A) the development of the Property is not completed by the Completion Date for any reason whatsoever, or (B) the Developer is in default under the Loan, then the Lender, at its sole option, may request the City to complete development. The City may, at its sole option and at the cost and expense of the Developer, within 10 days from receipt of Lender's request, notify Lender that it will undertake to complete the Improvements and the City shall then commence, pursue, and complete the Improvements in a reasonably timely, diligent and workmanlike manner in accordance with the Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City may use the Plans as necessary to complete the Improvements. If the City does not timely elect to complete the construction of the Improvements or if the Lender does not request the City to complete construction of the Improvements, then the Lender may at its election terminate this Agreement, or at its option, proceed to complete the Improvements, or foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to the City. In the event the Lender has requested the City and the City has elected to complete the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in the Approved Budget within 10 days of the date that the City elected to complete and provided Lender with written notice of such election. The Developer hereby authorizes and instructs the Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of notification that the City elects to complete the Improvements. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date:07.01.2015 Page 3 of 13 In the event the cost to complete the Improvements exceeds the moneys transferred to the City, City shall notify Lender and Developer in writing of the need of additional funds. The additional funds required to complete the Improvements shall be delivered to the City within 10 business days following notification to Lender and Developer. Failure to deliver the additional funds shall relieve the City of the obligation to complete the Improvements, in which event City shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them. Any remaining undisbursed Hard Costs shall be returned to Lender within a reasonable time. 7. Completion by the Lender. The Lender may, at its discretion, but shall not be obligated to, undertake to complete the Improvements if there is any default under any Loan Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the Completion Amount. 8. Easements. In the event the City or the Lender undertakes the completion of the Improvements, the Developer(and to the extent necessary the Lender) grants to the City and the Lender open access to the Property and shall execute and deliver such temporary easements over and across the entirety of the Property for the purpose of access and use for the completion of the construction of the Improvements in accordance with this Agreement. To the extent requested by the City and the Lender, written temporary construction easements in form acceptable to the City and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents. 9. Lender's Rights. Nothing in this Agreement shall affect any portion of the Lender's collateral for the Loan or limit or impair the Lender'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 CFA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date: 07.01.2015 Page 4 of 13 contained herein in lieu thereof To the extent the CFA irreconcilably conflicts with this Agreement, the provisions of this Agreement shall control. 11. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) acceptance by the City of the Improvements; (b) mutual written agreement of all of the Parties; or(c) the reduction of the Completion Amount to zero. However, release of the plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this paragraph 11 shall not require the City to release the plat. 12. Final Plat. The Parties acknowledge and agree that the City shall hold the final plat of the Property until the Improvements are completed and accepted by the City and all Hard Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of evidence from the Developer showing that all Hard Costs contractors have been paid, including but not necessarily limited to lien waivers and bills paid affidavits, the City shall within a reasonable time file the final plat for the Property in the Plat Records of the county where the Property is located. The purpose of the City retaining the final plat of the Property as provided herein is to guarantee the Developer's obligations under the CFA are completed. 13. Construction Contracts. Developer agrees to include in each Construction contract that it enters into for the completion of the Improvements the following: a.A statement that the City is not holding any security to guarantee any payment for work performed on the Improvements; b. A statement that the Property is private property and that same may be subject to mechanic's and materialman's liens; c. A requirement that each contractor contracting with the Developer release the City from any claim that is related to the Property of the Improvements; and d. A requirement that each contractor contracting with the Developer include in each subcontract the statements contained in a., b., and c. above. 14. Miscellaneous. 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. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date:07.01.2015 Page 5 of 13 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 Attention: CFA Division Julie Westerman, Development Manager Email: Julie.Westerman@fortworthtexas.gov Confirmation Number: 817-392-2677 and/or Attention: CFA Division Email: cfa@fortworthtexas.gov 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: 817-392-7615 (ii) Notice to the Developer shall be addressed and delivered as follows: HPC Wellington North Development Corporation Attention :Ben Luedtke 3001 Knox jStreet, Suite 207 Dallas, Texas 75205 Email: ben@hanoverproperty.com (iii) Notice to the Lender shall be addressed and delivered as follows: Texas Capital Bank,National Association 2350 Lakeside Boulevard, Suite 800 Richardson,Texas 75082 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date:07.01.2015 Page 6 of 13 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) City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date:07.01.2015 Page 7 of 13 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: DEVELOPER: HPC WELLINGTON NORTH DEVELOPMENT CORPORATION A Texas corporation Fernando Costa Assistant City Manager Name: Ben Luedtke Title: Executive Vice President Date: tea' Approved as to Forfn and Legality: Date: 1•�L,4 711 6�1 LENDER: • �`— Texas Capital Bank,National Association 2:�y...�1 G4• ptit�4wc�.ti Assistant City Attorney ATTEST: Name: Title: ry J. Kayser City Secretary (� FO/�T hip..,...... ...�2 M&C: ���°- 0 Date: ; zXAS City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date: 07.01.2015 Page 8 of 13 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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: DEVELOPER: HPC WELLINGTON NORTH DEVELOPMENT CORPORATION A Texas corporation Fernando Costa Assistant City Manager Name: Ben Luedtke Title: Executive Vice President Date: Approved as to Form and Legality: Date: LENDER: Texas Capital Bank, National Association Douglas W. Black Assistant City Attorney (I- ATTEST: Name: Title: Jocelyn Ansley Sr,Vlce President Mary J. Kayser City Secretary M&C: Date: City of Fort Worth, Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date: 07.01.2015 Page 8 of 13 14dWlir.&AO14hQ, 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 Adayjl�' Cf161"II(. GUARANTOR By: -•��� 4;' �..,.� Name: Title: City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date: 07.01.2015 Page 9 of 13 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 CFA Official Release Date: 07.01.2015 Page 10 of 13 ATTACHMENT"1" Changes to Standard Completion Agreement None City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date: 07.01.2015 Page 11 of 13 EXHIBIT A City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date: 07.01.2015 Page 12 of 13 LEGAL DESCRIPTION 29.476 ACRES BEING A 29.476 ACRE TRACT OF LAND SITUATED IN THE M.E.P. &P.R.R. CO. SURVEY, ABSTRACT NO. 1111 AND THE J. RIGHLY SURVEY, ABSTRACT NO. 1268, IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING PART OF A 117.311 ACRES OF LAND CONVEYED TO HPC WELLINGTON NORTH DEVELOPMENT CORPORATION, AS RECORDED IN COUNTY CLERK'S FILE NO. D215257354, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS. SAID 29.476 ACRE TRACT, WITH REFERENCE BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE COORDINATES,NORTH CENTRAL ZONE NAD83, (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS ON JULIAN DAY 253, 2004 CALCULATED FROM ARLINGTON RRP2 CORS ARP (PID-DF5387), AND DENTON CORS ARP (PID-DF8986), AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING AT A BRASS TxDOT MONUMENT FOUND AT THE NORTHWEST END OF A CORNER CLIP ON THE SOUTHWEST RIGHT-OF-WAY LINE OF U.S. HIGHWAY NO. 81 AND NO. 287, A VARIABLE WIDTH RIGHT-OF-WAY, AS RECORDED IN VOLUME 4500, PAGE 975, DEED RECORDS, TARRANT COUNTY, TEXAS. SAID POINT BEING A NORTHEAST CORNER OF A 610.711 ACRE TRACT OF LAND CONVEYED TO JASON LAND PARTNERS, LTD., AS RECORDED IN COUNTY CLERK'S FILE NO. D214096672, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, FROM WHICH A BRASS TxDOT MONUMENT FOUND BEARS NORTH 53 DEGREES 05 MINUTES 36 SECONDS WEST, A DISTANCE OF 2299.00 FEET; THENCE, SOUTH 26 DEGREES 52 MINUTE4S 48 SECONDS EAST, ALONG SAID CORNER CLIP, A DISTANCE OF 134.82 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET AT THE SOUTHEAST END OF SAID CORNER CLIP, SAID POINT BEING THE NORTHWEST CORNER OF SAID 1.798 ACRE TRACT, AND BEING ON THE WEST RIGHT-OF-WAY LINE OF WILLOW SPRINGS ROAD, ALSO KNOWN AS COUNTY ROAD #4109, A VARIABLE WIDTH PRESCRIPTIVE RIGHT-OF-WAY; THENCE, SOUTH 33 DEGREES 39 MINUTES 17 SECONDS EAST, ALONG THE NORTH LINE OF SAID 1.798 ACRE TRACT, A DISTANCE OF 42.44 FEET TO A NAIL WITH WASHER FOUND FOR THE NORTHEAST CORNER OF A 1.798 ACRE TRACT OF LAND CONVEYED TO JASON LAND PARTNERS, LTD., AS RECORDED IN COUNTY CLERK'S FILE NO. D214096673, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS AND THE COMMON NORTHWEST CORNER OF A 23.343 ACRE TRACT OF LAND CONVEYED TO HASLET PROPERTY DBE REALTY INVESTMENTS, LTD., AS RECORDED IN COUNTY CLERK'S FILE NO. D203065407, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING IN THE APPROXIMATE CENTERLINE OF SAID WILLOW SPRINGS ROAD; L•\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infrastructure I-Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 1 of 10 THENCE, SOUTH 00 DEGREES 30 MINUTES 35 SECONDS EAST, ALONG THE EAST LINE OF SAID 1.798 ACRE TRACT, THE COMMON WEST LINE OF SAID 23.343 ACRE TRACT AND WITH THE APPROXIMATE CENTERLINE OF SAID WILLOW SPRINGS ROAD, A DISTANCE OF 510.62 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE NORTHEAST CORNER OF AFORESAID 117.311 ACRE TRACT; THENCE, CONTINUING ALONG THE EAST LINE OF SAID 117.311 ACRE TRACT AND WITH SAID CENTERLINE OF SAID WILLOW SPRINGS ROAD, THE FOLLOWING COURSES AND DISTANCES: SOUTH 00 DEGREES 30 MINUTES 35 SECONDS EAST, CONTINUING ALONG THE WEST LINE OF SAID 23.343 ACRE TRACT, A DISTANCE OF 660.01 FEET TO A 60D NAIL FOUND FOR THE SOUTHWEST CORNER OF SAID 23.343 ACRE TRACT AND THE COMMON NORTHWEST CORNER OF THE REMAINDER OF A 168.242 ACRE TRACT OF LAND CONVEYED TO JARVIS H. PORTER AND WIFE, PAMELA ADKINS PORTER, AS RECORDED IN COUNTY CLERK'S FILE NO. D197153026, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS; SOUTH 00 DEGREES 16 MINUTES 33 SECONDS EAST, PASSING AT A DISTANCE OF 500.05 FEET THE SOUTHWEST CORNER OF SAID REMAINDER 168.242 ACRE TRACT AND THE COMMON NORTHWEST CORNER OF A 135.070 ACRE TRACT OF LAND CONVEYED TO NORTHWEST INDEPENDENT SCHOOL DISTRICT, AS RECORDED IN COUNTY CLERK'S FILE NO. D208092668, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS AND CONTINUING ALONG THE WEST LINE OF SAID 135.070 ACRE TRACT, A TOTAL DISTANCE OF 660.00 FEET TO A POINT FOR THE SOUTHEAST CORNER OF SAID 117.311 ACRE TRACT AND THE NORTHEAST CORNER OF A 32.015 ACRE TRACT OF LAND CONVEYED TO KNOX STREET PARTNERS NO. 18, LTD, AS RECORDED IN COUNTY CLERK'S NO. D215257359, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS; THENCE, SOUTH 89 DEGREES 45 MINUTES 57 SECONDS WEST, OVER AND ACROSS SAID 1.798 ACRE TRACT, ALONG THE NORTH LINE OF SAID 32.015 ACRE TRACT, PASSING AT A DISTANCE OF 21.16 FEET THE WEST LINE OF SAID 1.798 ACRE TRACT, AND THE COMMON EAST LINE OF SAID 610.711 ACRE TRACT, AND CONTINUING OVER AND ACROSS SAID 610.711 ACRE TRACT, FOR A TOTAL DISTANCE OF 216.08 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR A SOUTHEAST CORNER OF A 42.419 ACRE TRACT OF LAND CONVEYED TO HPC WELLINGTON SOUTH DEVELOPMENT CORPORATION, AS RECORDED IN COUNTY CLERK'S FILE NO. D215257355, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS; THENCE, NORTH 00 DEGREES 29 MINUTES 24 SECONDS WEST, ALONG A WEST LINE OF SAID 117.311 ACRE TRACT AND THE EAST LINE OF SAID 42.419 ACRE TRACT, A DISTANCE OF 500.39 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW I:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infiustructure I -Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 2 of 10 PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHEAST CORNER OF SAID 42.419 ACRE TRACT AND AN INTERIOR ELL CORNER OF SAID 117.311 ACRE TRACT; THENCE, ALONG THE SOUTH LINE OF SAID 117.311 ACRE TRACT AND THE NORTH LINE OF SAID 42.419 ACRE TRACT, THE FOLLOWING COURSES AND DISTANCES: SOUTH 89 DEGREES 30 MINUTES 36 SECONDS WEST, A DISTANCE OF 213.98 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 81 DEGREES 53 MINUTES 31 SECONDS WEST, A DISTANCE OF 87.73 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 64 DEGREES 54 MINUTES 50 SECONDS WEST, A DISTANCE OF 90.50 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 52 DEGREES 09 MINUTES 41 SECONDS WEST, A DISTANCE OF 71.26 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 37 DEGREES 50 MINUTES 19 SECONDS WEST, A DISTANCE OF 36.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 52 DEGREES 09 MINUTES 41 SECONDS WEST, A DISTANCE OF 80.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 37 DEGREES 50 MINUTES 19 SECONDS EAST, A DISTANCE OF 36.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 52 DEGREES 09 MINUTES 41 SECONDS WEST, A DISTANCE OF 521.82 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 52 DEGREES 37 MINUTES 30 SECONDS WEST, A DISTANCE OF 80.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 37 DEGREES 22 MINUTES 30 SECONDS EAST, A DISTANCE OF 128.77 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE I:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infiastructure I-Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 3 of 10 TO THE RIGHT HAVING A CENTRAL ANGLE OF 36 DEGREES 53 MINUTES 07 SECONDS, A RADIUS OF 175.00 FEET, AND A LONG CHORD THAT BEARS SOUTH 18 DEGREES 55 MINUTES 57 SECONDS EAST A DISTANCE OF 110.72 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT,AN ARC DISTANCE OF 112.66 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 00 DEGREES 29 MINUTES 24 SECONDS EAST, A DISTANCE OF 23.88 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 44 DEGREES 30 MINUTES 36 SECONDS WEST, A DISTANCE OF 14.14 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 89 DEGREES 39 MINUTES 35 SECONDS WEST, A DISTANCE OF 42.46 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 00 DEGREES 29 MINUTES 24 SECONDS WEST, A DISTANCE OF 119.89 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 89 DEGREES 30 MINUTES 36 SECONDS WEST, A DISTANCE OF 146.34 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 72 DEGREES 27 MINUTES 36 SECONDS WEST, A DISTANCE OF 456.92 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 43 DEGREES 33 MINUTES 18 SECONDS WEST, A DISTANCE OF 51.97 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 36 DEGREES 48 MINUTES 12 SECONDS WEST, A DISTANCE OF 73.82 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 79 DEGREES 32 MINUTES 00 SECONDS WEST, A DISTANCE OF 11.39 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 09 DEGREES 40 I:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infrastructure I -Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 4 of 10 MINUTES 22 SECONDS, A RADIUS OF 430.00 FEET, AND A LONG CHORD THAT BEARS NORTH 05 DEGREES 37 MINUTES 49 SECONDS WEST A DISTANCE OF 72.51 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 72.59 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 00 DEGREES 47 MINUTES 39 SECONDS WEST, A DISTANCE OF 25.32 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 89 DEGREES 12 MINUTES 21 SECONDS WEST, A DISTANCE OF 87.49 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 02 DEGREES 51 MINUTES 39 SECONDS, A RADIUS OF 490.00 FEET, AND A LONG CHORD THAT BEARS SOUTH 12 DEGREES 55 MINUTES 04 SECONDS EAST A DISTANCE OF 24.46 FEET; ALONG SAID NON-TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 24.47 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 75 DEGREES 39 MINUTES 06 SECONDS WEST, A DISTANCE OF 16.03 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 50 DEGREES 41 MINUTES 57 SECONDS WEST, A DISTANCE OF 24.88 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 57 DEGREES 02 MINUTES 22 SECONDS WEST, A DISTANCE OF 50.81 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 86 DEGREES 29 MINUTES 45 SECONDS WEST, A DISTANCE OF 121.11 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 71 DEGREES 59 MINUTES 55 SECONDS WEST, A DISTANCE OF 306.19 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; 1:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infrastiucture 1 -Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 5 of 10 SOUTH 42 DEGREES 47 MINUTES 03 SECONDS WEST, A DISTANCE OF 144.01 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHWEST CORNER OF SAID 42.419 ACRE TRACT AND A SOUTHWEST CORNER OF SAID 117.311 ACRE TRACT; THENCE, NORTH 18 DEGREES 00 MINUTES 05 SECONDS WEST, ALONG THE WEST LINE OF SAID 117.311 ACRE TRACT, PASSING AT A DISTANCE OF A DISTANCE OF 200.05 FEET A POINT FOR AN INTERIOR ELL CORNER OF SAID 117.311 ACRE TRACT, CONTINUING OVER AND ACROSS SAID 117.311 ACRE TRACT, PASSING AT A DISTANCE OF 256.94 FEET A POINT FOR AN INTERIOR ELL CORNER OF SAID 117.311 ACRE TRACT, CONTINUING ALONG THE WEST LINE OF SAID 117.311 ACRE TRACT IN ALL A TOTAL DISTANCE OF 696.96 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; THENCE, OVER AND ACROSS SAID 117.311 ACRE TRACT, THE FOLLOWING COURSES AND DISTANCES: NORTH 89 DEGREES 52 MINUTES 02 SECONDS EAST, A DISTANCE OF 545.05 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 67 DEGREES 58 MINUTES 41 SECONDS EAST, A DISTANCE OF 103.95 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 12 MINUTES 21 SECONDS EAST, A DISTANCE OF 140.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 00 DEGREES 47 MINUTES 39 SECONDS EAST, A DISTANCE OF 161.21 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 12 MINUTES 21 SECONDS EAST, A DISTANCE OF 96.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 00 DEGREES 47 MINUTES 39 SECONDS WEST, A DISTANCE OF 3.55 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 12 MINUTES 21 SECONDS EAST, A DISTANCE OF 96.17 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; I:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infrastructure I -Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 6 of 10 NORTH 68 DEGREES 34 MINUTES 13 SECONDS EAST, PASSING AT A DISTANCE OF 205.09 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHEAST CORNER; OF SAID 46.954 ACRE TRACT,AND THE COMMON SOUTHWEST CORNER OF SAID 38.927 ACRE TRACT, AND CONTINUING FOR A TOTAL DISTANCE OF 242.91 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 52 DEGREES 37 MINUTES 30 SECONDS EAST, A DISTANCE OF 120.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 37 DEGREES 22 MINUTES 30 SECONDS EAST, A DISTANCE OF 29.64 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 52 DEGREES 37 MINUTES 30 SECONDS EAST, A DISTANCE OF 80.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 37 DEGREES 22 MINUTES 30 SECONDS WEST, A DISTANCE OF 20.86 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 52 DEGREES 37 MINUTES 30 SECONDS EAST, A DISTANCE OF 120.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 37 DEGREES 22 MINUTES 30 SECONDS WEST, A DISTANCE OF 41.38 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 43 DEGREES 07 MINUTES 05 SECONDS WEST, A DISTANCE OF 118.74 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 32 DEGREES 51 MINUTES 16 SECONDS EAST, A DISTANCE OF 24.28 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 52 MINUTES 02 SECONDS EAST, A DISTANCE OF 300.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; I:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infiustiucture I -Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 7 of 10 NORTH 00 DEGREES 07 MINUTES 58 SECONDS WEST, A DISTANCE OF 120.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 52 MINUTES 02 SECONDS EAST, A DISTANCE OF 106.86 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 12 DEGREES 05 MINUTES 04 SECONDS, A RADIUS OF 175.00 FEET, AND A LONG CHORD THAT BEARS NORTH 83 DEGREES 49 MINUTES 30 SECONDS EAST A DISTANCE OF 36.84 FEET; ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 36.91 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 62 DEGREES 48 MINUTES 45 SECONDS EAST, A DISTANCE OF 15.08 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 21 DEGREES 46 MINUTES 15 SECONDS EAST, A DISTANCE OF 28.82 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 68 DEGREES 13 MINUTES 45 SECONDS EAST, A DISTANCE OF 80.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 21 DEGREES 46 MINUTES 15 SECONDS WEST, A DISTANCE OF 10.49 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 10 DEGREES 40 MINUTES 25 SECONDS, A RADIUS OF 310.50 FEET, AND A LONG CHORD THAT BEARS NORTH 27 DEGREES 06 MINUTES 27 SECONDS WEST A DISTANCE OF 57.76 FEET; ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 57.84 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 32 DEGREES 26 MINUTES 40 SECONDS WEST, A DISTANCE OF 18.23 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 07 DEGREES 25 MINUTES 15 SECONDS, A RADIUS OF 289.50 FEET, AND A LONG CHORD THAT BEARS 1:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infrastructure 1-Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 8 of 10 NORTH 28 DEGREES 44 MINUTES 02 SECONDS WEST A DISTANCE OF 37.47 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 37.49 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 68 DEGREES 50 MINUTES 07 SECONDS EAST, A DISTANCE OF 209.28 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 26 DEGREES 44 MINUTES 57 SECONDS EAST, A DISTANCE OF 115.27 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 52 MINUTES 02 SECONDS EAST, A DISTANCE OF 275.09 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER ON THE WEST LINE OF A 0.23 ACRE TRACT OF LAND CONVEYED TO SOUTHWESTERN GAS PIPELINE, INC., BY DEED RECORDED IN COUNTY CLERK'S FILE NO. D204005356, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS; SOUTH 00 DEGREES 16 MINUTES 46 SECONDS EAST, ALONG SAID WEST LINE OF SAID 0.23 ACRE TRACT, A DISTANCE OF 31.49 FEET TO A 5/8 INCH IRON ROD FOUND FOR THE SOUTHWEST CORNER OF SAID 0.23 ACRE TRACT; NORTH 89 DEGREES 34 MINUTES 00 SECONDS EAST, ALONG THE SOUTH LINE OF SAID 0.23 ACRE TRACT, A DISTANCE OF 100.52 FEET TO A 5/8 INCH IRON ROD FOUND FOR THE SOUTHEAST CORNER OF SAID 0.23 ACRE TRACT; NORTH 00 DEGREES 32 MINUTES 51 SECONDS WEST, ALONG THE EAST LINE OF SAID 0.23 ACRE TRACT, A DISTANCE OF 68.48 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHEAST CORNER OF SAID 0.23 ACRE TRACT; SOUTH 89 DEGREES 33 MINUTES 19 SECONDS WEST, ALONG THE NORTH LINE OF SAID 0.23 ACRE TRACT, A DISTANCE OF 30.20 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 00 DEGREES 14 MINUTES 03 SECONDS WEST, DEPARTING SAID NORTH LINE OF SAID 0.23 ACRE TRACT, CONTINUING OVER AND ACROSS I:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFAWaster Infrastructure I -Blue Mound Road West\Compliance Submittal\WFXM2650LS02-WEST BLUE MOUND.docx Page 9 of 10 SAID 610.711 ACRE TRACT, A DISTANCE OF 182.21 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 89 DEGREES 45 MINUTES 57 SECONDS EAST, A DISTANCE OF 162.20 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 00 DEGREES 14 MINUTES 03 SECONDS WEST, ALONG THE EAST LINE OF SAID 38.927 ACRE TRACT, A DISTANCE OF 352.92 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER ON THE NORTH LINE OF SAID 117.311 ACRE TRACT; THENCE,NORTH 89 DEGREES 45 MINUTES 57 SECONDS EAST, CONTINUING OVER AND ACROSS SAID 117.311 ACRE TRACT, A DISTANCE OF 90.10 FEET TO THE POINT OF BEGINNING AND CONTAINING 29.476 ACRES OF LAND, MORE OR LESS. 1:\SLD\WFXM2600\WFXM2650\800 DELIVERABLES\820 Submittal\CFA\Master Infi-astiucture 1-Blue Mound Road West\Compliance Submitta1\WFXM2650LS02-WEST BLUE MOUND.docx Page 10 of 10 EXHIBIT B APPROVED BUDGET Section I Water $47,541.75 Sewer $35,149.80 Subtotal $82,691.55 Section II Interior Streets $1,252,496.54 Storm Drains $528,170.95 Subtotal $1,780,667.49 Section III Street Lights $227,639.00 Sub-total $227,639.00 TOTAL $2,090,998.04 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded CFA Official Release Date:07.01.2015 Page 13 of 13