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HomeMy WebLinkAboutContract 52115 Received Date: 04/01/19 Received Time: 3:01 PM Developer and Project Information Cover Sheet: Developer Company Name: HPC Berkshire Development Corporation Address, State,Zip Code: 3001 Knox Street, Ste.207,Dallas,TX,75205 Phone&Email: 214-445-2200,ben(a,hanoverpropeM.com Authorized Signatory,Title: Ben Luedtke,Executive Vice President Project Name: Richmond Phase 3 Parcel 8 Brief Description: Water, Sewer,Paving, Storm Drain, Street Lights Project Location: West of 287 Blue Mound Rd. intersection Plat Case Number: FP-18-065 Plat Name: Richmond(Berkshire)Phase 3 Parcel 8 Mapsco: 1 20X Council District: 7 CFA Number: 2018-090 City Project Number: 101580 City of Fort Worth,Texas OFFICIAL RECORD Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CITY SECRETARY CFA Official Release Date:02.20.2017 FT. WORTH TX Page STANDARD COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § Cita-Secretary COUNTY OF TARRANT § Contract No. 52115 WHEREAS, HPC Berkshire Development Corporation, ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements") related to a project generally described as Richmond Phase 3 Parcel 8 ("Project")within the City or the extraterritorial jurisdiction of Fort Worth,Texas ("City"); and WHEREAS, the City has no obligation to participate in the cost of the Improvements or Project; and WHEREAS,any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA" or "Agreement") in connection with the collective Improvements for the Proj ect. NOW,THEREFORE,for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in, the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer further acknowledges that said acceptance process requires the Developer's contractor(s) City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 OFFICIAL RECORD CFA Official Release Date:02.20.2017 Page 2 of 11 CITY SECRETARY FT WORTH,TX to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under this contract. C. Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water(A) ®, Sewer(A-1) 0, Paving (B) 0, Storm Drain(B-1) ©, Street Lights & Signs (C) M. E. The Developer shall award all contracts for the construction of the Improvements in accordance with Section Il,paragraph 7 of the Policy and the contracts shall be administered in conformance with paragraph 8, Section 11, of the Policy. Developer shall ensure its contractor(s)pays the then-current City-established wage rates. F. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified, insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure, and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02.20.2017 Page 3 of 11 iii. To require the contractor(s)it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents and same will be evidenced on the Certificate of Insurance (ACORD or other state-approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available;to require the contractor to allow the construction to be subject to inspection at any and all times by City)nspection forces,to not install or relocate any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction. fleeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service limes of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. I. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the community facilities to be installed hereunder. City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02.20.2017 Page 4 of 11 J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans,specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify, hold harmless and defend the City, its officers, agents and employees from all suits, actions or claims of any character,whether real or asserted,brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors, officers, agents or employees, whether or not such iniuries, 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. M. Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from,or in any way connected with,the construction of the infrastructure contemplated herein, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged negligence of the City of Fort Worth, its officers, servants, or employees. Further,Developer will require its contractors to indemnify, and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02,20.2017 Page 5 of 11 N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor,whether express or implied. Further,Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent(2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent(4%) and material testing fees equal to two percent(2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent(4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period,the developer may request that the CFA be extended for one additional year. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the constriction of the Improvements if at the end of two(2)years from the date of this Agreement(and any extension period) the Improvements have not been completed and accepted. iv. The City may utilize the Developer's financial guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02.20.2017 Page 6 of 11 construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. Q. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IMMIGRATION AND NATIONALITY ACT R. Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02.20.2017 Page 7 of 11 Cost Summary Sheet Project Name: Richmond Phase 3 Parcel 8 CFA No.: 2018-090 CityProject No.: 101580 An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Ccst A. Water and Sewer Construction 1. Water Construction $ 103,92'.03 2.Sewer Construction $ 149,141.43 Water and Sewer Construction Total $ 253,062.46 B. TPW Construction 1.Street $ 308,279.30 2.Storm Drain $ 146,815.76 3.Street Lights Installed by Developer $ 56,015.25 4. Signals $ TPW Construction Cost Total $ 511,11 C.31 Total Construction Cost(excluding the fees): $ 764,172.77 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 5,061.25 D. Water/Sewer Material Testing Fee(2%) $ 5,061.25 Sub-Tota/for Water Construction Fees $ 10,122.50 E. TPW Inspection Fee(4%) $ 18,203.80 F. TPW Material Testing(2%) $ 9,101.90 G. Street Light Inspsection Cost $ 2,240.61 H. Signals Inspection Cost $ - H. Street Signs Installation Cost $ __ Sub-Total for TPW Construction Fees $ 29,546.31 Total Construction Fees: $ 39,668.81 Choice Financia/Guarantee Options,choose one Amount Mark one Bond=100% $ 764,172.77 Completion Agreement=100%/Holds Plat $ 764,172.77 x Cash Escrow Water/Sanitary Sewer—125% $ 316,328.08 Cash Escrow Paving/Storm Drain=125% $ 638,887.89 Letter of Credit=125%w/2yr expiration period $ 955,215.96 City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02.20.2017 Page 8 of 11 ACCORDINGLY,the City of Fort Worth and Developer have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER HPC Berkshire Development Corporation Jesus J.Chapa(Mar 28,2019) Jesus J. Chapa Assistant City Manager 8efy LGLWM,a' Date: Mar 28,2019 Ben Luedtke(Mar 27,20191 Name: Ben Luedtke Recommended by: Title: Executive Vice President 0 , 10 711�1 Date: Mar 27,2019 Evelyn Robe s(Mar 27,2019) Evelyn Roberts/Jennifer Ezernack Project Assistant Planning and Development Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and Approved as to Form &Legality: administration of this contract, including ensuring all performance and reporting AVU!(WW1 /�GCiGIGLr_17 requirements. Richard A.McCracken(Mar 28,2019) Richard A. McCracken yc� c"" 1�2 Assistant City Attorney eScar(e11Morales(Mar 28,2019) M&C No. N/A Name: Janie Morales Date: Title: Development Manager Form 1295: N/A FORT OX C3� ATTEST: %�A Marx T. Ka sY BY ��•. Mary J.Kayser(Apr 1,2019) Mary J. Kayser/Ronald Gonzales ]'Ey{P. City Secretary/Assistant City Secretary City of Fort Worth,Texas OFFICIAL RECORD Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CIN SECRETARY CFA Official Release Date:02.20.2017 Page 9 of 11 FT.WORTH,TX Check items associated with the project being undertaken:; checked items must be included as Attachments to this Agreement Included Attachment ® Attachment 1 -Changes to Standard Community Facilities Agreement ® Location Map ® Exhibit A: Water Improvements ® Exhibit A-1: Sewer Improvements ® Water and Sewer Cost Estimates ® Exhibit B: Paving Improvements ® Paving Cost Estimate ® Exhibit B-1: Storm Drain Improvements ® Storm Drain Cost Estimate ® Exhibit C: Street Lights and Signs Improvements ® Street Lights and Signs Cost F'Stimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02.20.2017 Page 10 of 11 ATTACHMENT"1" Changes to Standard Agreement Community Facilities Agreement City Project No. 101580 None. City of Fort Worth,Texas Standard Community Facilities Agreement-Richmond Phase 3 Parcel 8 CFA Official Release Date:02.20.2017 Page 11 of 11 wm. DAP•BID Pa0POW Pap bat 11 SECTION 00 42 43 Developer Awarded Prgeds-PROPOSAL FOR#1 UNIT PRICE BID Project item is wwation BiddeA Proposal Bidlist ]tem No. DesettptAon Specification Section No. Unit of Measure Bid Quantity Unk Price Bid Value NIT A-ER IMPBOLMMS 1 3305.0113 Trench Safety 330510 LF 1,573.00 S 0.16 5 251.68 2 3311.0001 Ductile two Water Fittings w/Restraint 33 11 11 TON 2.26 5 4,336.03 S 9,799.43 3 3311.0241 8"Watet Pipe 3311 10,33 1112 LF 1,573.00 S 27.23 S 42,832.79 4 3312.0001 Fire Hydrant 331240 EA 3.00 5 3,797.25 S 11,391.75 5 3312.0117 Connection to Existing 4"-12"Water Main 33 1225 EA 2.00 5 513.07 5 1,026.14 6 3312.2003 1"Water Service 331210 EA 40.00 S 769.15 5 30,766.00 7 3312.3003 8"Gate Valve 331220 EA 4.00 S 1,243.55 S 4,974.20 8 9999.0001 2"Water Service EA 1.00 5 1,877.07 S 1,877.07 9 9999.0002 Concrete Encasemrnt 33 05 10 CY 2.00 S 254.46 S 508.92 10 9999.0005 Cleaning k Acceptance Testing LS 1.00 S 493.05 S 493.05 TOTAL UNIT i-WATER IMPROVEMENTS S 103,921.63 ary 0r FDartW0M Waoe. SFANDMD noFlsmcnON SKaFWAnON 00CIMAENTS•DEVUOMAWAWD MOJWM m@U(P3Pal.daa Form Venlon Apra Z 2014 DAP-16D PROPOSAL Pzee 7 d 11 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Project item Information I Bidder's Proposal Item NoDidlist Description Speeilieation Section No. Unit of Measure Did Quantity Unit Price Did Value . UNIT 11-SEWER IMPROVEMENTS 1 330L0002 Post-CCTV Inspection 33 01 31 LF 1,561.00 S 1.51 S 2,357.11 3301.010t Manhole Vacuum Testing 33 01 30 EA 9.00 S 156.43 S 1,407.87 3 3305,0109 Trench Safety 33 05 10 LF 1,561.00 S 0.29 5 452.69 4 3:05.0116 Concrete Encasement 33 05 10 CY 15.00 S 254.46 S 3,816.90 5 3331.4115 8"Server Pipe(SDR-26,ASTM D3034) 33 11 10,33 31 12,3331 20 LP 1,561.00 S 36.65 S 57,210.65 6 3339,0001 Epoxy Manhole Liner 33 39 60 VF 1150 S 231.5.2. S 2,662.48 7 3339.1001 4'Mmthole 33 39 10,33 39 20 EA 8.00 S 3,691.56 5 29,532.48 8 3339.1002 4'Drop Manhole 33 39 10,33 39 20 EA 1.00 S 4,352.12 5 4,352.12 9 3339.1203 4'Extra Depth Manhole 33 39 10,33 39 20 VF 2820 S 356.65 S 10,057.53 10 3331.3101 4"Sewer Service 33 31 50 EA 40.00 S 932.29 S 37,291.60 TOTAL UNIT U-SE«T.R IMPROVEMENTS S 149,141.43 Z-L� his/ CRY OF FORT WORTH Sexer STANDARD CONSTRUCTION SPEOFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS 0042 43(P3PA)-dvn F—ri VCDImI April 2.2014 Stam DAP.so PROPOW pwadll SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM. UNIT PRICE BID Projca Itan Infom pion Didders Proposal Bidiist Item No. SpecifxatioD Section No, Moir of Measure Bid lklsn<ity 11Dit Pried Bid Vahte UNIT T RM IMPROVEMENTS 1 2414.4401 Remove HeadwaNSET 0241 14 EA 1.00 S 813.40 S 813.40 2 3305.DID9 Trench Safety 33 05 10 LF 790.00 S 0.29 S 229.10 3 3341.0302 30"RCP,Clens III 3341 10 LF 320.00 S 88.69 S 28,380.80 4 3341.0502 54"RCP,Class H1 3341 10 LF 170.00 S 227.41 S 38,659.70 5 3341.0402 42"RCP,Class IH 3341 10 LF 300.00 S 149.96 S 44,988.00 6 3349.5002 IS Curb 33 49 20 EA 2.00 S 5,318.35 S 10,636.70 7 3349.7001 4'Drop Inlet 334920 EA 1.00 S 2,728.00 S 2,728.00 8 3349.0001 6 Storm 3unction Box 334910 EA 1.00 S 5,005.50 S 5,005.50 9 9999.0006 54"Headwall(T)aDOTPw-I) 334940 EA 1.00 S 13,165.73 S 13,165.73 10 9999.0007 Comxctim to Existing 42"RCP 000000 EA 1.00 S 792.12 S 782.12 11 99990008 Rork Rip Rop SY 19.00 S 75.09 S 1,426.71 TOTAL UNIT H3-STORM IMPROVEMEMfS S 146,815.76 CIT'OFFOnfwarn+ Sr STANONID CWZMKTION 910FICAMN DOCUM MS•DEVELOPER AWARDED FRMEM 004243(PSPaI.>ba, Fa VMW AMI 2.2014 PaNry DAP 9IDPROPOSAL Page 9 of It SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Project Item Information Bidders Proposal Bidlw Item No. Descnptmon Speufication Section No Umt of Measure Bid Quantity Unit Price Btd Value birr efflVEMENTS 1 3211.1103 Hydrated Lime(364USY) 32 1129 TON 11100 S 156.10 S 17,338.20 2 32110501 6"Lime Treatment 331129 SY 6,103.00 S 3.33 S 20,32299 3 3213 0201 6'Concrete pavement 32 13 13 SY 5,754.00 S 3902 S 224,521 09 4 3213.0301 4"Concrete Sidewalk 32 1220 SF 5,471.00 S 534 S 29,215.14 5 3213.0506 Ba er Free Rang,Type P-1 32 13 20 EA 4,00 S 1,501.91 S 6,007.64 6 3441 4003 Furrush'Install Alum Sign Ground Mount City Std.-Stop&Name Blades(4) 3441 30 EA 4.00 S 422.65 $ 1,69060 7 3441.4003 FumisUnstall Alum Sign Ground Mount City Std-(W14-2) 34 10 30 EA 2.00 S 34775 1$ 69550 9 9999 0009 Remove Barricade and Connect to Ewsting 3471 13 EA 2.00 S 327.67 S 655.34 9 9999.0010 Remove Concrete Sidewalk SF 4,490.00 S 1,41 $ 6,33090 10 3213.0501 Barrier Free Ramp,Type R-I 32 13 20 EA 100 $ 1,501.91 S 1,501.91 TOTAL UNIT IV-PAVING UIPROVBMENTS S 30b,279.30 �CCdoI-- Li d CITU OF FORT WORTH vaving STANDARD 0ONSTRUC11ON SPEOFICTION DOCUMENTS DEVELOPER AWARDED PROJECTS DD 4243 tPaPal.atsm Form Verg n April Z.2014 SVM ugm. DN•eD PaOPOSA Pap met 11 SECTION 00 42 42 Developer Awarded Pm)9cIs-PROPOSAL FORM UNIT PRICE BID Pmjeci Item Ldonration Bidders Proposal Bidlitt Item No. 1D° Specification Section No. Unit of Meawre Bid Quantdy Unit Price Bid Value OVEMENTS 1 2605.3015 2"CONDT PVC SCH 20(7) 26 05 33 LF 111.00 S 10.00 S 1,110.00 2 3341.1408 NO,6 Insulated Elm Condr 34 41 10 LF 222.00 S 1.00 S 222.00 3 3341.3035 FumisWWtall Utility Washington PostWne Series Luminaire Full Cutoff LED 3T41 20 EA 13.00 $ 3,350.00 S 43,550.00 4 3441.1409 NO.10 Insulated Elec Condr 3441 10 LF I l L00 S 0.75 s 63.25 5 3441.3303 Rdwy Ilium Foundation TY7 34 41 20 EA 13.00 S 950.00 $ 11,050.00 TOTAL UNIT VSTREEP LIGHTS MIMOVEM= S 56,015.25 AElectrical, - an GFEDATwOaTH s"m ueft STANDARD Ct!°STaUCMW SPEOF"MM DOCtW MS-DEVWWPEa AWARDED PROEM 004241(P3PeNYm Emm vu,bn Ap,E;7014 a ^ o0 1C1 a 00 N O G LLI r-Wx-xO ` a LO ch T Z Z U M 23000 CO3 — naw ao U Ix r-wo LU a moo C� 3NAb'H O O O r� N VINID8IA ■ y Y U 2 31IHM oOoo UZ O O wXZ 0 U aNnOW3n 0 �— � O . 0 O � z � 0 C rl N U00D QU � Z 33 V1NVS N83H121ON NO1'JNI'me O z a_ T U z cl a Q z 0 w !400S 'swo6u!NnB 'WV S:*:B 9IOZ/6Z/9 '6Mp•sl!q!4x3 8092 V30\8 IDDJod\£ puow4o!8\V33\s}!q!4x3 9ZL\00V'J OOL\Z09ZNIX-AM\009ZWX3M\QlS\:I o 0 a NO Q I I I ~ z � = V Z Z > w Z X W h W CD Q } Z J W r-wo w � ' = J a r `' x oa > w � -� Q a (y w w = o A� 3 0 In c o � a V) vLd wi vwi c9 c 0 o O o o z z z 0 N 0 0 N (n N ~ w of of x x x M d 0_ d w w w J ZIAa I O N p�p UZSU yy U w\. 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CL F- O O O N F— W- W- W- X a a a w -j owIII///o I UUO Z M _ III///ggW F R. Tw 2 p —StS- " a BERKSHIRE LAKE BDULEVARD >.a� o d0 \ O O F N ~2 K 0 \ X= m2o%o 0 M m g M C� Z \\\ a z ^ 0 a O a 30 RC roi� EX M N N N M. NODS 'aw06ulpn9 'MN EV6 91OZ/6Z/9 'Bmp•rllq!gx3 909Z tl3D\9 1a0J0d\£ pu0w4018\VJ3\s}Iglyx3 9ZL\OO'dD OOL\Z09ZWXdM\009ZY4X3M\O'7S\:I i o ; 00 Ld M J mea z � x M �� z w w X � � V ^ � W way ^-0 0 x = WV)� CL JLJ C) a w z 0 afCL o I.L.w O O 0_ F O a CL J c_Y owo S N Z O� aaa =wyyo _u a4a rc � BERKSHIRE LAKE BOULEVARD \\ ^N \\\ N In N m O Y� Z O < \ J WEXLEY WAY ` n p _ N \ \ 140DS 'swD6u!Nn9 'WV fti:6 910Z/6Z/9 '5mP-s1!914x3 9092 Vd0\9 IGDJDd\g: Puow43!;H\,VJO\s;!9!4x3 9ZL\OOVO OOL\Z09ZWXdM\009ZWXdM\MS\:I o o i00 II ' U) a o0 1 7 J a I 004 Wnto cn vJ 94 f5?5LO r a Z n Lu m x M CO LOCO Z W = ,�., W n a w W w I� nim a. Jw N U) a w w w w V) ry d o N V) 0 0 o z a M �_ x X a- w J swo U lU M BERKSHIRE LAKE BOULEVARD U \\\ W N Y H In N O M OrV� \\\ N W O �� (n U m \\ O ^ O a \ a Q (7 \\ W n % \ WAY \\ O \ NODS 'owo6uiNn9 'WV £4:6 9lOZ/6Z/9 '6MP•s}lq!4x3 909Z Vd0\9 loOJDd\£ Pu0w40i8\VdO\s}Iq!4x3 8ZL\OOVO OOL\Z09ZNIXdM\009ZWXdM\OlS\:I COMPLETION AGREEMENT—LENDER FUNDED This Completion Agreement("Agreement)is made and entered into by and among the City of 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 21.626 lacres 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 FP-18-065 or FS<Number>; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Richmond Phase 3 Parcel 8 ("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 and conditions hereof, and for and in consideration of Ten City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 ME CFA Official Release Date:07.01.2015 Page 1 of 17 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 Seven Hundred and Sixty Four Thousand One Hundred and Seventy Two and 77/100 Dollars (764,172.77), 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 17 thirty(30) days (the"Completion Date"), in accordance with tht 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 Dc]ivery of Hard Costs Collateral to the Ci 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 17 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 JLE CFA Official Release Date:07.01.2015 Page 4 of 17 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 17 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 Boulevard, Suite 800 Richardson, TX 75082 Email:jocelyn.ansley@texascapitalbank.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 17 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 17 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.Cha pa(Mar 28,2019) &-tp&tm-dh& Jesus J. Chapa Ben tuedtke(Mar 27,2019) Assistant City Manager Name: Ben Luedtke Title: Executive Vice President Date: Mar 28,2019 Date: Mar 27,2019 Approved as to Form and Legality: LENDER: Texas Capital Bank, National Association BUZir�-W A101IGK�h Richard A.McCracken(Mar 28,2019) Richard A. McCracken Assistant City Attorney Jocel R Ansley(Mar 27,20 719) Name: Jocelyn Ansley ATTEST: Qui' Title: Senior Vice President ............ .. Contract Compliance Manger Mary J.Kayser(Apr 1,2019) By signing I acknowledge that I am the 71 Mary J. Kayser person responsible for the monitoring and City Secretaryadministration of this contract, including ensuring all performance and reporting M&C: requirements. Date: �eS carlett Morales(Mar28,2019) Janie S. Morales Development Manager City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised CFA Official Release Date:07.0 1.2015 FOFFICIALRECOf�® Page 8of 17RETARY TH,TX 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 Docurrients and the Guaranty Agreement that was executed by HPC Berkshire Development Corporation. GUARANTOR Richard E. 1-6Elgnc By: Richard E.LeBlanc(Mar 27,2019) Name: Richard E. LeBlanc Title: President City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 9 of 17 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 JLE CFA Official Release Date:07.01.2015 Page 10 of 17 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 17 EXHIBIT A WHEREAS KNOX STREET PARTNERS NO. 7, LTD. AND RICHMOND HOME OWNER'S ASSOCIATION, ARE THE OWNERS OF A 21.626 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., AS RECORDED IN COUNTY CLERK'S FILE NO. D214045931, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS,AND BEING ALL OF LOT 1X, BLOCK 11, ALL OF LOT 1X, BLOCK 12, AND ALL OF LOT 2X, BLOCK 12 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 21.626 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)AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHWEST CORNER OF SAID LOT 2X, BLOCK 12 AND BEING ON AN ANGLE POINT ON THE EAST LINE OF LOT 1X, BLOCK 17 OF RICHMOND ADDITION, PHASE 2, AN ADDITION TO THE CITY OF FORT WORTH,AS RECORDED IN COUNTY CLERK'S FILE NO. , PLAT RECORDS, TARRANT COUNTY, TEXAS THENCE,NORTH 54 DEGREES 05 MINUTES 16 SECONDS EAST, ALONG THE NORTH LINE OF SAID LOT 2X, A DISTANCE OF 693.77 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHEAST CORNER OF SAID LOT 2X AND THE COMMON NORTHWEST CORNER OF LOT 3X, BLOCK 12, OF RICHMOND ADDITION, BERKSHIRE LAKE BOULEVARD,AN ADDITION TO THE CITY OF FORT WORTH, AS RECORDED IN COUNTY CLERK'S FILE NO. D217143689, PLAT RECORDS, TARRANT COUNTY, TEXAS; THENCE, SOUTH 01 DEGREE 07 MINUTES 03 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT 2X AND THE COMMON WEST LINE OF SAID LOT 3X, A DISTANCE OF 202.99 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR AN INTERIOR ELL CORNER OF SAID LOT 2X AND THE COMMON SOUTHWEST CORNER OF SAID LOT 3X; THENCE, SOUTH 88 DEGREES 52 MINUTES 57 SECONDS EAST, ALONG A NORTHERLY LINE OF SAID LOT 2X AND THE COMMON SOUTH LINE OF SAID LOT 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 17 3X,A DISTANCE OF 15.58 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR AN EXTERIOR ELL CORNER OF SAID LOT 2X AND THE COMMON SOUTHEAST CORNER OF SAID LOT 3X, AND BEING ON THE WEST RIGHT-OF-WAY LINE OF BERKSHIRE LAKE BOULEVARD, (A VARIABLE WIDTH RIGHT-OF-WAY) OF AFORESAID RICHMOND ADDITION, BERKSHIRE LAKE BOULEVARD; THENCE, SOUTH 01 DEGREE 07 MINUTES 03 SECONDS WEST,ALONG THE EAST LINE OF SAID LOT 2X AND THE COMMON WEST RIGHT-OF-WAY LINE OF SAID BERKSHIRE LAKE BOULEVARD, PASSING AT A DISTANCE OF 45.26 FEET,A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF SAID RICHMOND ADDITION, BERKSHIRE LAKE BOULEVARD AND THE COMMON NORTHWEST CORNER OF BERKSHIRE LAKE BOULEVARD, (A VARIABLE WIDTH RIGHT-OF-WAY) OF AFORESAID RICHMOND ADDITION, PHASE 1, AND CONTINUING ALONG THE EAST LINE OF SAID LOT 2X, AND AFORESAID LOT 1X,BLOCK 12,AND THE COMMON WEST RIGHT-OF-WAY LINE OF SAID BERKSHIRE LAKE BOULEVARD, IN ALL A TOTAL DISTANCE OF 783.75 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE NORTH END OF A CORNER CLIP AT THE INTERSECTION OF SAID WEST RIGHT-OF-WAY LINE AND THE NORTH MIGHT-OF-WAY LINE OF AMBROSE STREET, (A 50' RIGHT-OF-WAY) OF SAID RICHMOND ADDITION, PHASE 1; THENCE, SOUTH 46 DEGREES 07 MINUTES 03 SECONDS WEST,ALONG SAID CORNER CLIP,A DISTANCE OF 14.14 FEET TO A 5/8" IR'.ON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE SOUTH END OF SAID CORNER CLIP; THENCE, NORTH 88 DEGREES 52 MINUTES 57 SECOND, WEST,ALONG THE SOUTH LINE OF SAID LOT 1X AND SAID NORTH RIGHT-OF-WAY LINE,PASSING AT A DISTANCE OF 14.17 FEET,A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF SAID LOT 1X, AND CONTINUING IN ALL A TOTAL DISTANCE OF 22.62 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHWEST CORNER OF SAID AMBROSE STREET; THENCE, SOUTH 01 DEGREE 07 MINUTES 03 SECONDS WEST,OVER AND ACROSS SAID AMBROSE STREET, A DISTANCE OF 50.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF SAID AMBROSE STREET AND THE COMMON NORTHWEST CORNER OF AFORESAID LOT 1 X, BLOCK 11; THENCE, SOUTH 88 DEGREES 52 MINUTES 57 SECONDS EAST,ALONG THE SOUTH RIGHT-OF-WAY LINE OF SAID AMBROSE STREET AND THE COMMON NORTH LINE 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 17 OF SAID LOT 1X, BLOCK 11, A DISTANCE OF 22.62 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE NORTH END OF A CORNER CLIP AT THE INTERSECTION OF SAID SOUTH RIGHT-OF-WAY LINE AND AFORESAID WEST RIGHT-OF-WAY LINE OF SAID BERKSHIRE LAKE BOULEVARD; THENCE, SOUTH 43 DEGREES 52 MINUTES 57 SECONDS EAST, ALONG SAID CORNER CLIP, A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE SOUTH END OF SAID CORNER CLIP; THENCE, ALONG THE EAST LINE OF SAID LOT 1X AND THE SAID WEST RIGHT-OF- WAY LINE, THE FOLLOWING COURSES AND DISTANCES: SOUTH 01 DEGREE 07 MINUTES 03 SECONDS WEST, A DISTANCE OF 36.01 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 24 DEGREES 26 MINUTES 23 SECONDS, A RADIUS OF 865.00 FEET, AND A LONG CHORD THAT BEARS SOUTH 11 DEGREES 06 MINUTES 08 SECONDS EAST A DISTANCE OF 366.18 FEET; ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 368.97 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE NORTH END OF A CORNER CLIP AT THE INTERSECTION OF SAID WEST RIGHT-OF-WAY LINE AND THE NORTH RIGHT-OF-WAY LINE OF LAKEMONT DRIVE, (A 60' RIGHT-OF-WAY)OF SAID RICHMOND ADDITION, PHASE 1; THENCE, SOUTH 20 DEGREES 11 MINUTES 14 SECONDS WEST,ALONG SAID CORNER CLIP, A DISTANCE OF 14.43 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE SOUTH END OF SAID CORNER CLIP; THENCE, SOUTH 64 DEGREES 01 MINUTE 41 SECONDS WEST, ALONG THE SOUTH LINE OF SAID LOT 1X AND SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 333.12 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE EAST END OF A CORNER CLIP AT THE INTERSECTION OF SAID NORTH RIGHT-OF-WAY LINE AND THE EAST RIGHT-OF-WAY LINE OF WEXLEY WAY, (A 50' RIGHT-OF-WAY) OF SAID RICHMOND ADDITION, PHASE 1; THENCE,NORTH 70 DEGREES 58 MINUTES 19 SECONDS WEST, ALONG SAID CORNER CLIP, A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE WEST END OF SAID CORNER CLIP; 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 17 THENCE,NORTH 25 DEGREES 58 MINUTES 19 SECOND 1; WEST,ALONG SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 10.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHEAST CORNER OF SAID WEXLEY WAY; THENCE, SOUTH 64 DEGREES 01 MINUTE 41 SECONDS WEST, OVER AND ACROSS SAID WEXLEY WAY,A DISTANCE OF 50.00 FEET TO A '-)/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR TETE NORTHWEST CORNER OF SAID WEXLEY WAY; THENCE, SOUTH 25 DEGREES 58 MINUTES 19 SECONDS EAST, ALONG THE WEST RIGHT-OF-WAY LINE OF SAID WEXLEY WAY, A DISTANCE OF 10.00 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE NORTH END OF A CORNER CLIP AT THE INTERSECTION OF SAID WEST RIGHT-OF-WAY LINE AND AFORESAID NORTH RIGHT-OF-WAY LINE OF SAID LAKEMONT DRIVE; THENCE, SOUTH 19 DEGREES 01 MINUTE 41 SECONDS WEST,ALONG SAID CORNER CLIP,A DISTANCE OF 14.14 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER AT THE SOUTH END OF SAID CORNER CLIP; THENCE, SOUTH 64 DEGREES 01 MINUTES 41 SECONDS WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE,PASSING AT A DISTANCE OF 10.00 FEET A 5/8"IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE NORTHWEST CORNER OF SAID LAKEMONT DRIVE AND A COMMON EASTERLY CORNER OF LAKEMONT DRIVE, (A 50' RIGHT-OF-WAY)OF AFORESAID RICHMOND,PHASE 2, AND CONTINUING ALONG THE NORTH RIGHT-OF-WAY LINE OF SAID LAKEMONT DRIVE, IN ALL A TOTAL DISTANCE OF 214.48 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 07 DEGREES 17 MINUTES 59 SECONDS,A RADIUS OF 430.00 FEET,AND A LONG CHORD THAT BEARS SOUTH 67 DEGREES 40 MINUTES 40 SECONDS WEST A DISTANCE OF 54.75 FEET; THENCE,CONTINUING ALONG SAID NORTH RIGHT-OF-WAY LINE AND ALONG SAID TANGENT CURVE TO THE RIGHT,AN ARC DISTANCE OF 54.78 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHEAST CORNER OF AFORESAID LOT 1X,BLOCK 17; THENCE,ALONG THE EAST LINE OF SAID LOT 1X, BLOCK 17, THE FOLLOWING COURSES AND DISTANCES: 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 17 NORTH 18 DEGREES 40 MINUTES 20 SECONDS WEST, A DISTANCE OF 676.88 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 339.66 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 172.57 FEET TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF AFORESAID LOT 2X, BLOCK 12; NORTH 04 DEGREES 23 MINUTES 10 SECONDS EAST, ALONG THE WEST LINE OF SAID LOT 2X, A DISTANCE OF 370.21 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA OF 21.626 ACRES OF LAND. City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 16 of 17 EXHIBIT B APPROVED BUDGET Section I Water $103,921.03 Sewer $149,141.43 Subtotal $253,062.46 Section II Interior Streets $308,279.30 Storm Drains $146,815.76 Subtotal $455,095.06 Section III Street Lights $56,015.25 Sub-total $56,015.25 TOTAL $764,172.77 City of Fort Worth,Texas Standard Completion Agreement—Lender-Funded Revised 09.07.2017 JLE CFA Official Release Date:07.01.2015 Page 17 of 17