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HomeMy WebLinkAboutContract 50117 g i0 11 r2 (0 CITY SECRETARY 4 p CONTRACT NO. N ��� COMPLETION AGREEMENT-LENDER FUNDED 0 OFF�OP�P �6 � s Completion Agreement ("Agreement) is made and entered into by and among the o Fort Worth ("City"), and HPC Berkshire Development Corporation, a Texas Corporation("Developer"), and Texas Capital Bank,National Association("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 98.114acres that is located in the City, the legal description of which tract of real property is marked Exhibit"A"—Legal Description, attached hereto and incorporated herein for all purposes ("Property"); and WHEREAS, the Developer intends to develop the Property as an addition to the City through plat FP-16-043 or FS ; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Richmond Phase ("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. NOW THEREFORE, for and in consideration of the benefits to be derived from the mutual observance by the Parties of the terms an ereof, and for and in consideration 89 City of Fort Worth,TexasQ� 19 j0 Standard Completion Agreement—Lender-Funded .�G� r Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 1 of 13 a 01 V OFFICIAL RECORD �s CITY SECRETARY 8 9 9 V FT.WORTH,TX 6 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 Five million eight hundred and ninety six thousand two hundred and twenty four dollars and eighty one cents Dollars ($5,896,224.81), 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 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 13 plus thirty (30) days (the "Completion Date"), in accordance with the CFA, the Plans approved by the Lender and the City and all documents evidencing or securing the Loan (collectively, the "Loan Documents"). For the purposes of this Agreement, the development of the Property shall be deemed complete upon acceptance by the City of the Improvements. The City shall promptly notify the Lender and the Developer upon such acceptance. 5. Completion by the City. In the event that either: (A) the development of the Property is not completed by the Completion Date for any reason whatsoever, or (B) the Developer is in default under the Loan, then the Lender, at its sole option, may request the City to complete development. The City may, at its sole option and at the cost and expense of the Developer, within 10 days from receipt of Lender's request, notify Lender that it will undertake to complete the Improvements and the City shall then commence, pursue, and complete the Improvements in a reasonably timely, diligent and workmanlike manner in accordance with the Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City may use the Plans as necessary to complete the Improvements. If the City does not timely elect to complete the construction of the Improvements or if the Lender does not request the City to complete construction of the Improvements, then the Lender may at its election terminate this Agreement, or at its option, proceed to complete the Improvements, or foreclose on any of its collateral, or take any and all such action as may be provided under the Loan Documents. 6. Advance of Completion Costs to the City and Delivery of Hard Costs Collateral to the City. In the event the Lender has requested the City and the City has elected to complete the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs specified in the Approved Budget within 10 days of the date that the City elected to complete and provided Lender with written notice of such election. The Developer hereby authorizes and instructs the Lender to make the transfer of any remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days of notification that the City elects to complete the Improvements. In the event the cost to complete the Improvements exceeds the moneys transferred to the City, City shall notify Lender and Developer in writing of the need of additional funds. The 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 13 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 contained herein in lieu thereof. To the extent the CFA 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 13 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. 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 13 City of Fort Worth Planning and Development Department 200 Texas Street Fort Worth,Texas 76102 Attention: CFA Division Janie Morales, Development Manager Email: Janie.Morales@fortworthtexas.gov Confirmation Number: 817-392-7810 and/or Attention: CFA Division Email: cfa@fortworthtexas.gov Confirmation Number: 817-392-2025 With a copy thereof addressed and delivered as follows: Richard A. McCracken Office of the City Attorney City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Confirmation Number: 817-392-7611 (ii) Notice to the Developer shall be addressed and delivered as follows: HPC Berkshire Development Corporation 3001 Knox Street, Suite 207 Dallas,Tx 75205 Email: Ben@hanoverproperty.com (iii) Notice to the Lender shall be addressed and delivered as follows: Texas Capital Bank,National Association 2350 Lakeside Blvd Richardson,TX 75082 Email: 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 ME CFA Official Release Date:07.01.2015 Page 6 of 13 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 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 Berkshire Development Corporation Jesus J. Chapa Assistant City Manager Name: Ben Luedtke Title: Executive Vice President Date: (2) � � �T Date: 11 - 21 - 201 � Approved as to Form and Legality: LENDER: Texas Capital Bank,National Association Richard A. McCracken Assistant City Attorney Name: ATTEST: Title: ti.,. .,;. ary J. r C c X City Se tar *' `yt M&C: . Date: City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 8 of 13 OFFICIAL. RECORD CITY SECRETARY FT. WORTH,TX 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. D e: Janie S. Morales Development Manager 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 Berkshire Development Corporation Jesus J. Chapa Assistant City Manager Name: Ben Luedtke Title: Executive Vice President Date: Date: Approved as to Form and Legality: LENDER: Texas Capital Bank,National Association Richard A. McCracken Assistant City Attorney Name: �a ATTEST: Title: int()y- cc Mary J. Kayser City Secretary M&C: Date: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 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 13 Richard E. Leblanc, the Guarantor of the Development Loan, is executing this Completion Agreement for the sole purpose of acknowledging that advances that are made by the Lender pursuant to this Completion Agreement shall be deemed to be advances that are made under the Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement that was executed by Richard E. Leblanc. GUARANTOR By: CL 41--t. CL- - Name:Richard E.Leblanc Title: 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 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 Revised 09.07.2017 ME 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 Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 11 of 13 LEGAL DESCRIPTION BEING A 98.114 ACRE TRACT OF LAND SITUATED IN THE SAMUEL LOCKHART SURVEY, ABSTRACT NO. 977, AND THE HENRY ROBERTSON SURVEY, ABSTRACT NO. 1259, CITY OF FORT WORTH,TARRANT COUNTY,TEXAS, AND BEING PART OF A 194.822 ACRE TRACT OF LAND, CONVEYED TO KNOX STREET PARTNERS NO. 7, LTD., BY DEED RECORDED IN COUNTY CLERK'S FILE NO. D214045931, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS. SAID 98.114 ACRE TRACT, WITH BEARING BASIS BEING GRID NORTH,TEXAS STATE PLANE COORDINATES, NORTH CENTRAL ZONE, NAD83 (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS BETWEEN JULIAN DAY 253, 2004 AND JULIAN DAY 259, 2004, CALCULATED FROM DENTON CORS ARP (PID-DF8986)AND ARLINGTON RRP2 CORS ARP(PID- DF5387), BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED-JACOBS-SET FOR THE SOUTHWEST CORNER OF RICHMOND ADDITION, PHASE 1,AN ADDITION TO THE CITY OF FORT WORTH,AS RECORDED IN COUNTY CLERK'S FILE NO. D216055080, PLAT RECORDS,TARRANT COUNTY,TEXAS, SAID POINT BEING ON THE SOUTH LINE OF SAID 194.822 ACRE TRACT AND THE NORTH LINE OF A 442.352 ACRE TRACT OF LAND CONVEYED TO LIBERTY CROSSING RESIDENTIAL, L.P., AS RECORDED IN COUNTY CLERK'S FILE NO. D203234391, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS; THENCE, SOUTH 89 DEGREES 41 MINUTES 00 SECONDS WEST,ALONG THE SOUTH LINE OF SAID 194.822 ACRE TRACT AND THE NORTH LINE OF SAID 442.352 ACRE TRACT,A DISTANCE OF 1383.81 FEET TO A 1 INCH IRON PIPE FOUND FOR THE SOUTHWEST CORNER OF SAID 194.822 ACRE TRACT AND THE NORTHWEST CORNER OF AFORESAID 44.352 ACRE TRACT, SAID POINT BEING ON THE EAST LINE OF A 100'RIGHT-OF-WAY CONVEYED TO THE GULF, COLORADO &SANTA FE RAILWAY COMPANY,AS RECORDED IN VOLUME 46, PAGE 197, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS THENCE, NORTH 01 DEGREE 09 MINUTES 07 SECONDS EAST, ALONG THE WEST LINE OF SAID 194.822 ACRE TRACT AND THE EAST LINE OF SAID GULF, COLORADO &SANTA FE RAILWAY COMPANY TRACT, A DISTANCE OF 4042.72 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR THE SOUTHWEST CORNER OF A 7.852 ACRE TRACT OF LAND CONVEYED TO INTERNATIONAL AMERICAN EDUCATION FEDERATION, INC.,AS RECORDED IN COUNTY CLERK'S FILE NO. D216202196, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS; THENCE, OVER AND ACROSS SAID 194.822 ACRE TRACT AND ALONG THE SOUTH LINE OF SAID 7.852 ACRE TRACT,THE FOLLOWING COURSES AND DISTANCES: SOUTH 64 DEGREES 23 MINUTES 27 SECONDS EAST,A DISTANCE OF 196.82 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 15 DEGREES 17 MINUTES 07 SECONDS, A RADIUS OF 325.00 FEET AND A LONG CHORD THAT BEARS NORTH 33 DEGREES 15 MINUTES 06 SECONDS EAST, A DISTANCE OF 86.45 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 86.70 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; NORTH 38 DEGREES 22 MINUTES 05 SECONDS EAST, A DISTANCE OF 85.07 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER AND THE 1 BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 64 DEGREES 11 MINUTES 21 SECONDS, A RADIUS OF 490.00 FEET AND A LONG CHORD THAT BEARS NORTH 77 DEGREES 04 MINUTES 58 SECONDS EAST, A DISTANCE OF 520.69 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT, PASSING AT A DISTANCE OF 194.94 FEET A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR THE SOUTHEAST CORNER OF SAID 7.852 ACRE TRACT AND A SOUTHWEST CORNER OF A 20.648 ACRE TRACT OF LAND CONVEYED TO KELLAR LA CROSSE, LLC,AS RECORDED IN COUNTY CLERK'S FILE NO. D216152311, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS, CONTINUING OVER AND ACROSS SAID 194.822 ACRE TRACT AND ALONG THE SOUTH LINE OF SAID 20.648 ACRE TRACT, PASSING AT AN ARC DISTANCE OF 225.38 FEET THE SOUTHWEST CORNER OF RICHMOND LOT 1, BLOCK 36, AN ADDITION TO THE CITY OF FORT WORTH, AS RECORDED IN COUNTY CLERK'S FILE NO. D217037800, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS, CONTINUING OVER AND ACROSS SAID 194.822 ACRE TRACT AND THE SOUTH LINE OF SAID LOT 1, BLOCK 36 IN ALL A TOTAL ARC DISTANCE OF 548.95 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; THENCE, SOUTH 70 DEGREES 49 MINUTES 21 SECONDS EAST, CONTINUING OVER AND ACROSS SAID 194.822 ACRE TRACT AND SAID SOUTH LINE OF LOT 1, BLOCK 36, A DISTANCE OF 16.43 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS" SET FOR A NORTHWEST CORNER OF LAKEMONT DRIVE (A 60'RIGHT-OF-WAY), AS RECORDED IN COUNTY CLERK'S FILE NO. D217143689, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY, TEXAS; THENCE, SOUTH 19 DEGREES 10 MINUTES 39 SECONDS WEST, CONTINUING OVER AND ACROSS SAID 194.822 ACRE TRACT AND ALONG THE WEST LINE OF SAID LAKEMONT DRIVE,A DISTANCE OF 60.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS"SET FOR A SOUTHWEST CORNER OF SAID LAKEMONT DRIVE AND THE NORTHWEST CORNER OF A 15.116 ACRE TRACT OF LAND CONVEYED TO NORTHWEST INDEPENDENT SCHOOL DISTRICT, AS RECORDED IN COUNTY CLERK'S FILE NO. D217025993, OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS; THENCE, CONTINUING OVER AND ACROSS SAID 194.822 ACRE TRACT,THE FOLLOWING COURSES AND DISTANCES: NORTH 70 DEGREES 49 MINUTES 21 SECONDS WEST, A DISTANCE OF 16.43 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 15 DEGREES 21 MINUTES 20 SECONDS, A RADIUS OF 430.00 FEET AND A LONG CHORD THAT BEARS NORTH 78 DEGREES 30 MINUTES 02 SECONDS WEST, A DISTANCE OF 114.90 FEET; ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 115.24 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; SOUTH 06 DEGREES 23 MINUTES 04 SECONDS WEST, A DISTANCE OF 504.84 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 778.61 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; SOUTH 45 DEGREES 40 MINUTES 47 SECONDS EAST, A DISTANCE OF 937.48 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR THE NORTHWEST CORNER OF LOT 2X, BLOCK 12 (AMENITY CENTER) OF AFORESAID RICHMOND ADDITION, 2 PHASE 1; THENCE, SOUTH 04 DEGREES 23 MINUTES 10 SECONDS WEST, ALONG THE WEST LINE OF SAID LOT 2X, BLOCK 12,A DISTANCE OF 370.21 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR THE SOUTHWEST CORNER OF SAID LOT 2X, BLOCK 12; THENCE, OVER AND ACROSS SAID 194.822 ACRE TRACT,THE FOLLOWING COURSES AND DISTANCES: NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 172.57 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST,A DISTANCE OF 339.66 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; SOUTH 18 DEGREES 40 MINUTES 20 SECONDS EAST,A DISTANCE OF 676.88 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 07 DEGREES 17 MINUTES 59 SECONDS, A RADIUS OF 430.00 FEET AND A LONG CHORD THAT BEARS NORTH 67 DEGREES 40 MINUTES 40 SECONDS EAST, A DISTANCE OF 54.75 FEET; ALONG SAID NON-TANGENT CURVE TO THE LEFT,AN ARC DISTANCE OF 54.78 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; NORTH 64 DEGREES 01 MINUTE 41 SECONDS EAST,A DISTANCE OF 204.48 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR THE NORTHWEST CORNER OF LAKEMONT DRIVE (A 50'RIGHT- F-WAY),AS RECORDED IN COUNTY CLERK'S FILE NO. D216055080, PLAT RECORDS,TARRANT COUNTY,TEXAS, SAID POINT BEING ON THE WEST LINE OF AFORESAID RICHMOND ADDITION, PHASE 1; THENCE, ALONG THE WEST LINE OF SAID RICHMOND ADDITION, PHASE 1,THE FOLLOWING COURSES AND DISTANCES: SOUTH 25 DEGREES 58 MINUTES 19 SECONDS EAST, OVER AND ACROSS SAID LAKEMONT DRIVE,A DISTANCE OF 60.00 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR THE SOUTHWEST CORNER OF SAID LAKEMONT DRIVE; SOUTH 64 DEGREES 01 MINUTE 41 SECONDS WEST,A DISTANCE OF 204.48 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 17 MINUTES 59 SECONDS, A RADIUS OF 490.00 FEET AND A LONG CHORD THAT BEARS SOUTH 67 DEGREES 40 MINUTES 40 SECONDS WEST,A DISTANCE OF 62.39 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 62.43 FEET TO A 5/8 INCH IRON ROD WITH A YELLOW PLASTIC CAP STAMPED"JACOBS"SET FOR CORNER; SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST,A DISTANCE OF 828.61 FEET TO THE POINT OF BEGINNING, AND CONTAINING 98.114 ACRES OF LAND, MORE OR LESS. 3 EXHIBIT B APPROVED BUDGET Section I Water $745,539.62 Sewer $900,442.70 Subtotal $1,645,982.32 Section 11 Interior Streets $1,583,516.56 Storm Drains $2,345,108.88 Subtotal $3,928,625.44 Section III Street Lights $321,617.05 Sub-total $321,617.05 TOTAL $5,896,224.81 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 13 of 13 FORTWORTH INTEROFFICE MEMO TO: Community Facilities Agreement Office,Planning & Development FROM: Allison Tidwell, City Secretary's Office DATE: December 19, 2017 SUBJECT: HPC Berkshire Development Corporation — Completion Agreement-Lender Funded (Lender Signature Missing) This document is being forwarded to you for original signatures. The signed copy of the contract must be returned with original signatures for final processing. Failure to return the documents will delay the final processing of the contract. Once we have received the document, we will assign a contract number. Thank you in advance for your cooperation. If you have any questions,please call the City Secretary's Office at 817-392-6152.