Loading...
HomeMy WebLinkAboutContract 60472Received Date: Nov 16, 2023 Received Time: 3:09 p.m. Developer and Project Information Cover Sheet: Developer Company Name Address, State, Zip Code: Phone & Email: Authorized Signatory, Title: Project Name: Brief Description: Project Location: Plat Case Number: Mapsco: CFA Number: None provided 710 Z 23-0144 FG Aledo Development, LLC 3045 Lackland, Fort Worth TX 76116 kgill@sableholdings.com; 817-732-2291 Kim Gill, President Morningstar Section 3, Phase 1 Water, Sewer, Paving, Storm Drain & Street Lights Westpoint Blvd. and N Indigo Sky Dr. Plat Name: None provided Council District: 3 City Project Number: CPN 104119 1 IPRC22-0114 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 35 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 60472 STANDARD COMMUNITY FACILITIES AGREEMENT This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and FG Aledo Development, LLC ("Developer"), acting by and through its duly authorized representative. City and Developer are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Morningstar Section 3, Phase 1 ("Project"); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City is not participating in the cost of the Improvements or Project; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project; NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. City of Fort Worth, Texas OFFICIAL RECORD Page 2 of 35 Standard Community Facilities Agreement CITY SECRETARY Rev. 9/21 FT. WORTH, TX 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: X❑ Exhibit A: Water © Exhibit A-1: Sewer ® Exhibit B: Paving © Exhibit 13-1: Storm Drain ® Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. City of Fort Worth, Texas Page 3 of 35 Standard Community Facilities Agreement Rev. 9/21 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts City of Fort Worth, Texas Page 4 of 35 Standard Community Facilities Agreement Rev. 9/21 (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer -awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. City of Fort Worth, Texas Page 5 of 35 Standard Community Facilities Agreement Rev. 9/21 11. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCL UDING DEATH, OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, 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. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts City of Fort Worth, Texas Page 6 of 35 Standard Community Facilities Agreement Rev. 9/21 Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. 14. Estimated Fees Paid by Developer; Reconciliation Prior to execution of this Agreement, Developer has paid to the City the estimated cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees in the amounts set forth in the Cost Summary section of this Agreement. Upon completion of the construction of the Improvements, the City will reconcile the actual cost of administrative material testing service fees, construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer. If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer must pay the difference to the City before the Improvements will be accepted by the City. If the actual costs of the fees are less than the estimated payments made by the Developer, the City will refund the difference to the Developer. If the difference between the actual costs and the estimated payments made by the Developer is less than fifty dollars ($50.00), the City will not issue a refund and the Developer will not be responsible for paying the difference. The financial guarantee will not be released by the City or returned to the Developer until reconciliation has been completed by the City and any fees owed to the City have been paid by the Developer. 15. Material Testing The City maintains a list of pre -approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtain proof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand - delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With conies to: City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 DEVELOPER: FG Aledo Development, LLC 3045 Lackland Road Fort Worth, TX 76116 Page 7 of 35 City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the City of Fort Worth, Texas Page 8 of 35 Standard Community Facilities Agreement Rev. 9/21 creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any future occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review and comment on this document; therefore any rule of contract construction or interpretation that would City of Fort Worth, Texas Page 9 of 35 Standard Community Facilities Agreement Rev. 9/21 normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. City of Fort Worth, Texas Page 10 of 35 Standard Community Facilities Agreement Rev. 9/21 28. Immigration and Nationality Act Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority City of Fort Worth, Texas Page 11 of 35 Standard Community Facilities Agreement Rev. 9/21 The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 35 Standard Community Facilities Agreement Rev. 9/21 36. Cost Summary Sheet Project Name: Morningstar Section 3, Phase 1 CFA No.: 23-0144 City Project No.: 104119 IPRC No.: 22-0114 Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 519,655.75 2. Sewer Construction $ 447,928.60 Water and Sewer Construction Total $ 967,584.35 B. TPW Construction 1. Street $ 848,544.57 2. Storm Drain $ 129,449.00 3. Street Lights Installed by Developer $ 91,538.80 4. Signals $ - TPW Construction Cost Total $ 1,069,532.37 Total Construction Cost (excluding the fees): $ 2,037,116.72 Estimated Construction Fees: C. Construction Inspection Service Fee $48,500.00 D. Administrative Material Testing Service Fee $6,860.00 E. Water Testing Lab Fee $750.00 Total Estimated Construction Fees: $ 56,110.00 Financial Guarantee Options, choose one Bond = 100% Completion Aqreement = 100%/ Holds Plat Cash Escrow Water/Sanitary Sewer= 125% Cash EscrowPavinq/Storm Drain = 125% Letter of Credit = 125% Escrow Pledqe Aqreement = 125% $ $ $ $ $ $ Amount 2,037,116.72 2,037,116.72 1,209,480.44 1,336,915.46 2,546,395.90 2,546,395.90 Choice (Mark one X City of Fort Worth, Texas Page 13 of 35 Standard Community Facilities Agreement Rev. 9/21 IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH Doha Burghdoff Dana Burghdoff (Nov 1 , 202313:13 CST) Dana Burghdoff Assistant City Manager Date: Nov 13, 2023 Recommended by: Dwayne Hollars (Nov 9, 2023 10:42 CST) Dwayne Hollars/Bichson Nguyen Contract Compliance Specialist Development Services Approved as to Form & Legality: Richard A. McCracken (Nov 9, 202319:03 CST) Richard A. McCracken Sr. Assistant City Attorney M&C No. N/A Date: Nov 9, 2023 Form 1295: N/A ATTEST: Jannette S. Goodall City Secretary doovonnb a F F�Rr �aa 0�8 °.1d °duo o=d° dd0 f °°° Oaan nEo 454gb DEVELOPER FG ALEDO DEVELOPMENT, LLC By: KTFW INVESTMENTS, INC., A Texas corporation, its manager kz4fi ALCM kim gill (Nob15, 2023 10:10 CST) Kim Gill President Date: Nov 5, 2023 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Rebecca Diane Owen (Nov 9, 2023 13:29 CST) Rebecca Diane Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 14 of 35 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment ® Attachment 1 - Changes to Standard Community Facilities Agreement X❑ Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions X❑ Location Map ® Exhibit A: Water Improvements X❑ Exhibit A-1: Sewer Improvements ❑X Exhibit B: Paving Improvements ® Exhibit B-1: Storm Drain Improvements ® Exhibit C: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 15 of 35 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104119 None City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 16 of 35 ATTACHMENT "2" Phased CFA Provision City Project No. 104119 Developer intends to construct a public sanitary sewer main pursuant to a separate community facilities agreement (City Project Number 105124, IPRC23-0151) that the Improvements in this Agreement will connect to and rely upon. Therefore, this Agreement shall be considered a "Phased CFA" and the provisions contained in this section shall apply to this Agreement. The improvements being constructed by Developer under the separate Community Facilities Agreement shall be defined as the "Parent Project." The improvements being constructed by Developer under this Agreement shall be defined as the "Child Project." Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA, the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction Problems"). Construction Problems may include, but are not limited to: failure of the improvements to comply with the approved plans or City Specifications; failure of the improvements in the Parent Project and the Child Project to properly connect to each other; changes to the design or construction of the improvements in the Parent Project that impact the design and construction of the improvements in the Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of some or all of the improvements and Developer having to remove and reconstruct the improvements at Developer's expense. In addition, Developer understands and agrees that disputes may arise between Developer's contractors or their subcontractors relating to responsibility for the Construction Problems. Developer shall be solely responsible for resolving disputes between contractors or disputes between contractors and subcontractors. Developer further acknowledges and agrees that Developer has notified all of Developer's contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for Developer's decision to proceed with a Phased CFA. Developer shall not make the final connection of the improvements in the Child Project to the improvements in the Parent Project until the improvements in the Parent Project have been constructed and accepted by the City and the City has consented to Developer making the connection. Developer agrees that if this Agreement is for improvements relating to the construction, renovation or modification of one or more single family residential homes or structures, the City will not record the plat related to the Project until the Improvements are constructed and accepted by the City. Developer agrees that if this Agreement is for Improvements relating to the construction, renovation or modification of one or more commercial buildings or structures, the Developer shall not receive a Certificate of Occupancy from the City for the building(s) related to the Project until the improvements in this Agreement are constructed and accepted by the City. Developer further understands and agrees that the City will not City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 17 of 35 approve a final plat of the property that the Improvements in this Agreement are intended to serve until the Parent Project has been constructed and accepted by the City. Completion of the Improvements under this Agreement does not entitle Developer to obtain a final plat of the property until all other requirements of Federal law, State law, or the City Code relating to the filing and recording of a final plat have been met by Developer. BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO ANYAND ALL ECONOMIC DAMAGES PROPERTYLOSS, PROPERTY DAMAGES AND PERSONAL INJURY, (INCLUDING DEATH), OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOTLIMITED TOANYANDALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CFA. DEVELOPER, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROM AND AGAINST ANY AND ALL CLAIMS (WHETHER AT LAW OR IN EQUITY), LIABILITIES, DAMAGES (INCLUDING ANYAND ALL ECONOMIC DAMAGES, PROPERTYLOSS, PROPERTYDAMAGES AND PERSONAL INJURIES INCLUDING DEATH), LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELATED TO CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR INPART BY THE CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A PHASED CFA 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. DEVELOPER FG ALEDO DEVELOPMENT, LLC By: KTFW INVESTMENTS, INC., '`i''�''A'�'�'gT'/'e`�x�',as corporation, its manager kim gill (N- , 2023 10:10 CST) Kim Gill, President City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 18 of 35 r SECTION\ PHASE 4 SECTION PHASE 3 SECTION PHASE 2 SECTION PHASE 1 MORt MIST N.T.S. Cemetery-J' UNIO UNION_ PACIFIC R.R. MAPSCO NO. 710—Z LOCATION MAP "MORNINGSTAR SECTION 3, PHASE 1" OWNER /DEVELOPER: FG ALEDO DEVELOPMENT, LLC 3045 LACKLAND BOULEVARD FORT WORTH, TEXAS 76116 IPRC NO. 22-0114 CITY PROJECT NO. 104119 FID NO. 30114-0200431-104119-EO7685 STREET/STORM DRAIN NO. W-2839 X-27404 ENGINEER: WELCH ENGINEERING, INC. 1308 NORWOOD DRIVE, SUITE 200 BEDFORD, TEXAS 76022 / (NOT }YET gUkr) (Nor r gutLr) (NOT1YE gUtlr) WESTPorNT BLVD. (Nor — _. 1" SC PLE•. pER S coSN�RWIS, DEVE�o f-SlF\RE , lf-D \ EGet4 ao%WP�R S PNo Psso / GP RONPAcCS No 221 N01 43A91o411�83g�685 no0 o W W p jVR \M S G OA 3 P NGS� FR „MORN DEVELOPER ME �, LLC OWNER 0 pEVEL BOVL V-7 6 6 PLEA �PN� S 3�45 � OR N SEXP FORS W C\N p0 go114- VRP\N N . X R2� 04 EEFt\NEE\Zp0 ENC\NEER RCN _,CWw001D SR �6p22 �3 OFDRD, �EXP gE LITTLE M �.ARYS CREEK LEGEND w (Npr p�//yT \e�ICT,114 �Q 100% DEVELOPER'S COST 8" AND 10" SANITARY SEWER LINES AND ASSOCIATED APPURTENANCES EXHIBIT "A— 1 " SANITARY SEWER IMPROVEMENTS "MORNINGSTAR SECTION 3, PHASE 1" OWNER /DEVELOPER: FG ALEDO DEVELOPMENT, LLC 3045 LACKLAND BOULEVARD FORT WORTH, TEXAS 76116 I SCALE: 1 "=300' IPRC NO. 22-0114 CITY PROJECT NO. 104119 FID NO. 30114-0200431-104119-EO7685 STREET/STORM DRAIN NO. W-2839 X-27404 ENGINEER: WELCH ENGINEERING, INC. 1308 NORWOOD DRIVE, SUITE 200 BEDFORD, TEXAS 76022 5tl ,- WESTPOINT BLVD. (NOT YET BUILT) 210' R.O.W.) R's Cps Oss SLpPE �OPR CR 16 0 Po6� \M1E SUBpRPD ER pN BY DR�R\"OP / g\DEwP 8� NpMEgV\CORK s\DRwp, PAPS „ EX�i$IRpvEMENPN ASE 1 P Pv\N� S „ pRN�N�s� FR M DEVE\"OPER • ME � , LLC OWNER 0 pE�IEL 80vL v� 6 � 6 PLEA �PN� S 3�45 � OR N SEXP FORS W \„ , 300 sco-E. W4 04A19 4119_R0-7655 \PRC Np0 ECT N020043A 0 0w,283g C\N PD 30��4� DRP\N N X R274, 04 EEFt\NEE\Zp0 ENS\NEER� RCN EN��E, SU w000 SR �6p22 �3 0F0R0, �EXP gE wESTPOINT BLVD. (NOT YET BUILT) ,s rosl 100% O��PN PN0 pP R��NF MAD pSgoO\A�EO P pS aRP\N PNNE!Dw PVL SpE CN,p w�O '' 1 �IBIT B OVEMEN S �„ SloRM R SEAS\ „MORN�NGSI P DEVE\"OPER • ME � , LLG OWNER 0 pE�IEL 80vL v-76 6 PLEA �PN� S 3�45 � OR N SEXP FORS W 300' 1" 0114 04119 4119'E0� 6g5 \pRC N00 -o N02004 0 31 0 Ow,283g C\N p30114- 00 N . F\0 N Slo?'o X R274, 04 EEFt\NEE\Zp0 ENS\NEER� REN��E, SU wCN 001D SR �6022 �3 0FDR�, -�EXP gE LITTLE CREEK LEGEND -- PROPOSED STREET LIGHT (100% DEVELOPER'S COST) 0 -- PROPOSED STREET SIGN (100% DEVELOPER'S COST) ■ -- PROPOSED GROUND BOX (100% DEVELOPER'S COST) -- SCALE: 1 "=300' EXISTING STREET LIGHT EXHIBIT "C 1 " STREET NAME SIGNS AND STREET LIGHTS "MORNINGSTAR SECTION 3, PHASE 1" OWNER /DEVELOPER: FG ALEDO DEVELOPMENT, LLC 3045 LACKLAND BOULEVARD FORT WORTH, TEXAS 76116 IPRC NO. 22-0114 CITY PROJECT NO. 104119 FID NO. 30114-0200431-104119-EO7685 STREET/STORM DRAIN NO. W-2839 X-27404 ENGINEER: IM"WELCH ENGINEERING, INC. 1308 NORWOOD DRIVE, SUITE 200 BEDFORD, TEXAS 76022 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM MORNINGSTAR - SECTION 3, PHASE I UNIT PRICE BID Project Item Information 004243 DAP - Bm PROPOSAL Page I of 6 CONTRACT: 7/30/2023 CPN: 104119 IPRC22-0114 Bidder's Application Bidlist Description I Specification I Unit of I Bid Item No. Section No. Measure Quantity UNIT I: WATER 1MEaQY9MFNTJ 1-1 3311.0161 6" DR-14 PVC Water Pipe 33 11 10 LF 60 1-2 3311.0261 8" DR-14 PVC Water Pipe 33 11 10 LF 1,362 1-3 331 I.0461 12" DR-14 PVC Water Pipe 33 11 10 LF 1,879 1-4 3311.0442 12" DR-14 PVC Water Pipe, CSS Backfill 33 11 10 LF 20 1-5 3312.3002 6" Gate Valve 33 1220 EA 6 1-6 3312.3003 8" Gate Valve 33 1220 EA 3 1-7 3312.3005 12" Gate Valve 33 1220 EA 5 I-8 3312.0I 17 Connect. to Existing 4"-12" Water Main 33 1225 EA 2 1-9 3312.0001 Fire Hydrant 33 1240 EA 6 1-10 13311.0001 Ductile Iron Water Fittings w/Restraints 33 11 11 TON 4 1-11 13305.0109 Trench Safety 1 3305 10 LF 3,321 1-12 13312.2003 1" Water Service 1 33 12 10 EA 94 Bidder's Proposal Unit Price I Bid Value S43.00 S65.00 $95.00 S 125.00 $1,250.00� S2,200.00 S4,250.001 S500.001 $7,200.00 $12,000.001 $0.751 $1?50.001 TOTAL $2,580.00 $88,530.00 $178,505.00 $2,500.00 $7,500.00 $6,600.00 $21,250.00 $1,000.00 $43,200.00 $48,000.00 $2,490.751 $117,500.001 $519,655.75 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version Apn12, 2014 00 42 43 - BIDDING CONTRACT - MORNINGSTAR - SECTION 3. PHASE I- 093023R xIs 004243 DAP -BID PROPOSAL Page 2 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM CONTRACT: 7/30/2023 MORNINGSTAR - SECTION 3, PHASE 1 CPN: 104119 IPRC22-0114 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist I Description Specification I Unit of I Bid Unit Price I Bid Value Item No. Section No. Measure Quantity LINIT It: SAAJ i A-4 l ; rL• 114 rt i 1MPROVENr I _ 2-1 3331.4115 8" Sewer Pipe SDR-26 33 11 10 LF 2,314 $65.00 $150,410.00 2-2 3331.4116 8" Sewer Pipe SDR-26 w/CSS 33 11 10 LF 40 $135.00 $5,400.00 2-3 3331.4201 10" Sewer Pipe SDR-26 33 11 10 LF 977 $74.00 $72,298.00 24 3331.4208 10" Sewer Pipe SDR-26 w/CSS 33 11 IO LF 55 $145.00 $7,975.00 2-5 3331.4115 12" Sewer Pipe SDR-26 33 11 10 LF 42 $85.00 $3,570.00 2-6 3339.1001 4' Manhole 33 39 20 EA I5 $5,600.00 $84,000.00 2-7 3339.1003 4' Extra Depth Manhole 33 39 20 V F 47 $200.00 $9,400.00 2-8 3331.3102 4" Sewer Service, Two-way cleanout 3331 50 EA 94 $925.00 $86,950.00 2-9 3301.0002 Post -CCTV Inspection 3301 31 LF 3,428 $4.20 $14,397.60 2-10 3301.0101 Manhole Vacuum Testing 3301 30 EA 15 $150.00 $2,250.00 2-11 3305.0109 Trench Safety 3305 10 LF 3,428 $1.00 $3,428.00 2-12 9999.0020 Connect to Existing Sanitary Sewer Main (8-12") 33 11 10 EA 2 $2,500.00 $5,000.00 2-13 3305.0113 Trench Water Stops 33 11 10 EA 3 $950.00 $2,850.00 TOTAL $447,928.60 TOTAL UNIT II: SANITARY SEWER IMPROVEMEN,Ti CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version April 2. 2014 00 42 43 - BIDDING CONTRACT - MORNINGSTAR - SECTION 3, PHASE 1- 083023R.xis 004243 DAP - BIDPROPOSAL Page 3 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM CONTRACT: 7/30/2023 MORNINGSTAR - SECTION 3, PHASE 1 CPN: 104119 1PRC22-0114 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist I Description I Specification I Unit of ( Bid Unit Price I Bid Value Item No. Section No. Measure Quantity UNIT III: DRAINAGE IMPROVEMENTS 3-1 3305.0109 french Safely 3305 10 LF 196 $1.00 $196.00 3-2 3341.0309 36" RCP, Class III 3341 10 LF 96 $160.00 $15,360.00 3-3 3341.0302 30" RCP, Class Ill 3341 10 LF 54 $112.00 $6,048.00 34 3341.0205 24" RCP, Class 111 3341 10 LF 46 $100.00 $4,600.00 3-5 3349.5001 1Y Curb Inlet 33 49 20 EA 3 $7,500.00 $22,500.00 3-6 3349.5003 20' Curb Inlet 33 49 20 EA 1 $15,000.00 $15,000.00 3-7 3349.5004 39 Curb Inlet 33 49 20 EA 1 $22,500.00 $22,500.00 3-8 3349.4105 36" TXDOT 4:1 Type 11 SETP-CD 33 49 40 EA 1 $2,800.00 $2,800.00 3-9 3137.0105 Medium Stone, Riprap, dry 31 3700 SY 343 $115.00 $39,445.00 3-10 9999.0030 Connect to Existing Storm Sewer Main 33 11 10 EA 2 $500.00 $1,000.00 TOTAL $129,449.00 TOTAL UMT III: DRAINAdt IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version April 2, 2014 00 42 43 - BIDDING CONTRACT - MORNINGSTAR - SECTION 3- PHASE I. 093023R As 004243 DAP - BID PROPOSAL Page 6 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM CONTRACT: 7/30/2023 MORNINGSTAR - SECTION 3, PHASE 1 CPN: 104119 IPRC22-0114 UNIT PRICE BID Bidder'sApplication Project Item Information Bidder's Proposal Bidlist Description Specification Unit of Bid Unit Price Bid Value Item No. I I Section No. I Measure I Quantity Bid Summary UNIT I: WATER IMPROVEMENTS $519,655.75 UNIT II: SANITARY SEWER IMPROVEMENTS $447,928.60 UNIT III: DRAINAGE IMPROVEMENTS $129,449.00 UNIT IV: PAVING IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS Total Construction Bid $1,097,033.35 Contractor agrees to complete WORK for FINAL ACCEPTANCE within 96 working days after the date when the CONTRACT commences to run as provided in the General Conditions. WATER IMPROVEMENTS SANITARY SEWER IMPROVEMENTS DRAINAGE IMPROVEMENTS PAVING IMPROVEMENTS STREET LIGHT IMPROVEMENTS 30 working days. 40 working days. 20 working days. working days. working days. END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Forth Version April 2, 2014 00 42 43 - BIDDING CONTRACT - MORNINGSTAR - SECTION 3, PHASE I- 083023R.As 004243 DAP - BID PROPOSAL Page 4 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM CONTRACT: 8/14/2023 MORNINGSTAR - SECTION 3, PHASE 1 CPN: 104119 IPRC22-0114 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist I Description I Specification I Unit of I Bid Unit Price I Bid Value Item No. Section No. Measure Quantity UNIT IV: PAVING IMPROVEMENTS 4-1 3213.0101 6" Conc Pvmt - 3,600 psi (N3@18"ew) 32 1313 SY 11,859 $50.90 $603,623.10 4-2 3211.0501 6"Lime Treatment 321129 SY 12,630 $4.50 $56,835.00 4-3 321 1.0400 Hydrate Lime 32 11 29 TN 189 $288.6C $54,545.40 4-5 3213.0301 5-foot, 4" Concrete Sidewalk 32 1320 SF 3,172 $7.25 $22,997.00 4-6 3213.0506 Barrier Free Ramp - Type P-1 32 1320 1-A 8 $2,000.00 $16,000.00 4 7 3124.0101 Embankment Plan (Parkway/Median Acceptable 31 2400 CY 1,306 $52.00 $67,912.00 BackGll 4-8 3292.0100 Block Sod Placement (Field specification) 3292 13 SY 60 $12.72 $763.20 4-9 3292.0400 Seed Hydromulch (Parkways and Medians) 3292 14 SY 7,837 $1.51 $11,833.87 4 10 3441.4003 Furnish & Install Ground Mount post w/Stop & 3441 30 EA 7 $8,435.00 Directive Signs (R1-1) $1,205.00 4-11 9999.0040 Street Name Plates for Street Intersection (133-1) 3441 30 EA 16 $5,600.00 $350.00 TOTAL $848,544.57 TOTAL INIT IV; PAVIW IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version April 2, 2014 00 42 43 - BIDDING - MORNINGSTAR - SECTION 3, PHASE 1 - 08-14-23.xis 004243 DAP-BIDPROPOSAL Page 6 of 6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM CONTRACT: 8/14/2023 MORNINGSTAR - SECTION 3, PHASE I CPN: 104119 IPRC22-0114 UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist I Description I Specification I Unit of I Bid Unit Price I Bid Value Item No. Section No. Measure Quantity Bid Summary UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT IV: PAVING IMPROVEMENTS $848,544.57 UNIT V: STREET LIGHTING IMPROVEMENTS Total Construction Bid $848,544.57 Contractor agrees to complete WORK for FINAL ACCEPTANCE within4working days after the date when the CONTRACT commences to run as provided in the General Conditions. WATER IMPROVEMENTS SANITARY SEWER IMPROVEMENTS DRAINAGE IMPROVEMENTS PAVING IMPROVEMENTS STREET LIGHT IMPROVEMENTS working days. working days. working days. 35 working days. working days. END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version April 2, 2014 00 42 43 - BIDDING - MORNINGSTAR - SECTION 3, PHASE I - 08-14-23.xis 004243 DAP -BID PROPOSAL Page 5 or6 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM CONTRACT: 7/30/2023 MORNINGSTAR - SECTION 3, PHASE 1 CPN: 104119 IPRC22-0114 UNIT PRICE BID Bidder's ,Application Project Item Information Bidder's Proposal Bidlist Description 4 I Specification I Unit of I Bid Unit Price Bid Value Item No, I Section No. Measure Quantity UNIT V: STREET LIGHTING IMPROVEMENTS 9999.0050 Install Only-Holophane - Columbia Aluminum Pole, 5-1 Washington - 14.5' Luminaire WFCL2-P40-30K-AS-BK-L3-N-P7- 3441 20 EA 27 $500.00 $13,500.00 PC-AO-PFD283531 5-2 3441.3001 Furnishllnstall Rdwy Illum Foundation TY 7 34 41 20 EA 27 $1,100.00 $29,700.00 5-3 2605.3015 Furnish/Install 2 Inch Conduit PVC SCH 80 (T) 26 05 33 LF 1,888 $22.00 $41,536.00 5-4 3441.340) Furnish/Install # 10 Copper Electric Conductor 3441 10 LF 1,888 $3,10 $5,852.80 5-5 3441.1501 Furnish/Install Ground Box Type B 3441 10 EA 1 $950.00 $950.00 * Note: Tri-County Electric is the electric provider and TOTAL $91,538.80 on this project they "will" provide the street light poles. TOTAL UNIT V: STREET LIGHTING IMPROVEMENTS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version April 2, 2014 00 42 43 - BIDDING - MORNINGSTAR - SECTION 3, PHASE 1- 073023R.xls SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM MORNINGSTAR - SECTION 3, PHASE 1 UNIT PRICE BID 004243 DAP - BID PROPOSAL Page 6 of 6 CONTRACT: 7/30/2023 CPN: 104119 IPRC22-0114 Bidder's Application Project Item Information Bidder's Proposal Bidlist Description I Specification I Unit of I Bid Unit Price ` Bid Value Item No. Section No. Measure Quantity Bid Summary UNIT I: WATER IMPROVEMENTS UNIT II: SANITARY SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS UNIT IV: PAVING IMPROVEMENTS UNIT V: STREET LIGHTING IMPROVEMENTS $91,538.80 Total Construction Bidl $91,538.80 Contractor agrees to complete WORK for FINAL ACCEPTANCE within A; 30 working days after the date when the CONTRACT commences to run as provided in the General Conditions. WATER IMPROVEMENTS working days. SANITARY SEWER IMPROVEMENTS working days. DRAINAGE IMPROVEMENTS working days. PAVING IMPROVEMENTS working days. STREET LIGHT IMPROVEMENTS 30 working days. END OF SECTION CITY OF FORT W OATH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS Form Version April 2, 2014 00 42 43 - BIDDING - MORNINGSTAR - SECTION 3, PHASE I- 073023R.xls COMPLETION AGREEMENT — LENDER FUNDED This Completion Agreement ("Agreement) is made and entered into by and among the City of Fort Worth ("City"), and FG ALEDO DEVELOPMENT, LLC, a Texas Limited Liability Company ("Developer"), and Simmons Bank, an Arkansas State Bank, as successor -in -interest by merger to Southwest Bank, a Texas State Bank ("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 17.9052 Jacres 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-23-079; and WHEREAS, the Developer and the City have entered into a Community Facilities Agreement relating to the development of Morningstar Section 3, 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 Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 19 of 35 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 THIRTY SEVEN THOUSAND ONE HUNDRED SIXTEEN DOLLARS AND SEVENTY TWO CENTS Dollars ($2,037,116.72), 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. Adiustments to the Completion Amount. The Lender may from time to time make advances to the Developer for the development of the Property under the development loan that has been made by the Lender to the Developer for the purpose of financing the costs of constructing the 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 Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 20 of 35 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 CIA, 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 Citv. 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 Citv 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 Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 21 of 35 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 Citv Requirements. The City agrees that the assurances and covenants contained in this Agreement satisfy all requirements of the City with respect to Developer's performance bond or other financial security in connection with the development of the Property and the completion of the Improvements that are contained in the CIA or in any other agreement relating thereto, and the City hereby accepts the assurances and covenants contained City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 22 of 35 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 ofAQreement. 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 Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 23 of 35 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 200 Texas Street Fort Worth, Texas 76102 Attention: CFA Division Rebecca Owen, Development Manager Email: Rebecca. Owenafortworthtexas.2ov Confirmation Number: 817-392-7810 and/or Attention: CFA Division Email: zz DEVSVCS CFA(afortworthtexas.izov Confirmation Number: 817-392-2600 With a copy thereof addressed and delivered as follows: Thomas Royce Hansen 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: FG ALEDO DEVELOPMENT, LLC 3045 Lackland Road Fort Worth, Texas 76116 Email: kgill@sableholdings.com City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 24 of 35 (iii) Notice to the Lender shall be addressed and delivered as follows: Simmons Bank, J. David Hassell 2200 West 7th Street, Suite 112 Fort Worth, Texas 76102 Email: David.hassell@SimmonsBank.com 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. Lezal 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. Headin,2s. 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. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 25 of 35 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: oana Bu�gG,doff Dana Burghdoff (Nov 1 , 202313:13 CST) Dana Burghdoff Assistant City Manager Date: Nov 13, 2023 Approved as to Form and Legality: �— Richard A. McCracken (Nov 9, 2023 19:03 CST) Richard McCracken Sr. Assistant City Attorney M&C: N/A Date: Nov 9, 2023 ATTEST: A . As Jannette Goodall City Secretary DEVELOPER: FG ALEDO DEVELOPMENT, LLC By: KTFW INVESTMENTS, INC., A Texas corporation, its manager lo�kim gill (f 210:10 CST) Name: Kim Gill Title: President Date: Nov 5, 2023 LENDER: Simmons Bank DaW SS(Nov 9, 2023 10:38 CST) Name: J. David Hassel Title: Market Executive City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 26 of 35 Kim Gill, 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 Kim Gill. GUARANTOR _�J_ By: kim gill (No , 202310:10 CST) Name: Kim Gill Title: President City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 27 of 35 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 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 28 of 35 ATTACHMENT "1" Changes to Standard Completion Agreement None City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 29 of 35 EXHIBIT A BEING a 17.9052 acre tract of land located in the M.S. Teeter Survey, Parker County, Texas, said 17.9052 acre tract being a portion of a called 737.227 acre tract of land conveyed to FWFW HOLDINGS, INC., by deed thereof filed for record in Instrument No. 201410303, Official Public Records, Parker County, Texas (O.P.R.P.C.T.), said 17.9052 acre tract also being a portion of a called 5.000 acre tract of land conveyed to BRAD FEES, by deed thereof filed for record in Instrument No. 201513548, O.P.R.P.C.T., said 17.9759 acre tract being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod with a cap stamped "MILLER" found on the west property line of the said 737.227 acre tract, and being at the northerly end of a corner clip at the intersection of the east right- of-way line of Farmer Road (being a variable width public right-of-way also known as Farm To Market Highway No. 3325) with the north right-of-way line of Gladstone Drive (being a 50 feet wide public right- of-way, as shown on and dedicated by the plat of Morningstar Section 5 - Phase 3, being an addition to the said City and State, filed for record in Cabinet E, Page 271, Plat Records, Parker County, Texas (P.R.P.C.T.)); THENCE along the said west property line and along the said east right-of-way line the following courses and distances: North 29°21'05" West, 81.10 feet to a 5/8 inch iron rod with a cap stamped "SPOONER 5922" found (hereinafter referred to as an iron rod found) at the beginning of a non -tangent curve to the left having a radius of 2,924.79 feet; Along said curve to the left, an arc length of 248.61 feet and across a chord which bears North 16°33'43" West, a chord length of 248.53 feet to an iron rod found; North 18°58'58" West, 441.38 feet to an iron rod found at the northwest corner of Morningstar Section 5 - Phase 4, being an addition to the said City and State, according to the plat thereof (not yet filed for record), same being the most southerly southwest corner of Morningstar Section 3 - Phase 1, an addition to the said City and State, according to the plat thereof (not yet filed for record); North 18°58'58" West, 435.79 feet to an iron rod found at the beginning of a curve to the right having a radius of 1,849.86 feet; With said curve to the right, an arc length of 97.70 feet, and across a chord which bears North 17°26'52" West, a chord length of 97.69 feet to an iron rod found at the most westerly northwest corner of said Morningstar Section 3 - Phase 1, and being at the POINT OF BEGINNING of the herein described tract of land, and being at the beginning of a curve to the right having a radius of 1,849.86 feet; THENCE continuing along the said west property line and the said east right-of-way line, with said curve to the right, an arc length of 483.64 feet, and across a chord which bears North 08°26'41" West, a chord City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 30 of 35 length of 482.26 feet to an iron rod with a cap stamped "SPOONER 5922" set (hereinafter referred to as an iron rod set); THENCE North 00°57'45" West, continuing along the said property line and the said right-of-way line, 522.66 feet to an iron rod set; THENCE departing the said west property line and the said east right-of-way line, over and across the said 737.227 acre tract the following courses and distances: North 89°02'15" East, 10.00 feet to an iron rod set at the beginning of a non -tangent curve to the left having a radius of 83.00 feet; With said curve to the left, an arc length of 130.38 feet, and across a chord which bears South 45°57'45" East, a chord length of 117.38 feet to an iron rod set; North 89°02'15" East, 150.00 feet to an iron rod set at the beginning of a curve to the right having a radius of 617.00 feet; With said curve to the right, an arc length of 75.61 feet, and across a chord which bears South 87°27'06" East, a chord length of 75.57 feet to an iron rod set at the beginning of a tangent curve to the left having a radius of 983.00 feet; With said curve to the left, an arc length of 120.47 feet, and across a chord which bears South 87°27'06" East, a chord length of 120.39 feet to an iron rod set; North 89°02'15" East, 99.45 feet to an iron rod set at the beginning of a curve to the right having a radius of 1,255.00 feet; With said curve to the right, an arc length of 497.34 feet, and across a chord which bears South 79°36'35" East, a chord length of 494.10 feet to an iron rod set; South 68°15'24" East, 201.30 feet to an iron rod set; North 00°13'12" East, 10.75 feet to an iron rod set; South 68°15'24" East, 1,533.51 feet to an iron rod set; South 82°34'23" East, 259.74 feet to an iron rod set; North 40°39'17" East, 85.86 feet to an iron rod set; South 49°20'43" East, 60.00 feet to an iron rod set; South 40°39'17" West, 110.00 feet to an iron rod set; South 49°20'43" East, 105.00 feet to an iron rod set; City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 31 of 35 South 22°40'01" East, 211.46 feet to an iron rod set; South 83°25'30" East, 98.61 feet to an iron rod set; North 83°32'27" East, 221.98 feet to an iron rod set; South 00°54'35" East, 90.37 feet to an iron rod set; North 89°05'25" East, 125.00 feet to an iron rod set; South 00°54'35" East, 38.05 feet to an iron rod set; South 44°05'25" West, 14.14 feet to an iron rod set; South 00°54'35" East, 120.00 feet to an iron rod set; South 89°05'25" West, 35.32 feet to an iron rod set; South 07°33'00" West, 65.30 feet to an iron rod set at the most northerly northeast lot corner of Lot 4X, Block 53, Morningstar Section 6, Phase 3, according to the plat thereof filed for record in Cabinet E, Page 148, P.R.P.C.T.; THENCE North 80°23'44" West, along the north lot line of said Lot 4X, at a distance of 133.02 feet passing the northwest lot corner of said Lot 4X, same being the northeast lot corner of Lot 5X, Block 38, Morningstar Section 6, Phase 4, being an Addition to the said City and State, according to the plat thereof filed for record in Cabinet E, Page 272, P.R.P.C.T., and continuing along a northerly lot line of said Lot 5X, in all a total distance of 489.45 feet to an iron rod set at a north lot corner of said Lot 5X; THENCE continuing along the said northerly lot line of Lot 5X the following courses and distances: South 89°49'35" West, 423.81 feet to an iron rod set; South 40°39'17" West, 191.88 feet to an iron rod set at the beginning of a curve to the left having a radius of 870.00 feet; With said curve to the left, an arc length of 189.72 feet, and across a chord which bears South 34°24'27" West, a chord length of 189.35 feet to an iron rod set; North 61°50'23" West, at a distance of 40.00 feet passing the most easterly northeast corner of aforesaid Morningstar Section 5 - Phase 3, and continuing along a north line of said Morningstar Section 5 - Phase 3, in all a total distance of 120.00 feet to an iron rod set at the most northerly northwest corner of said Morningstar Section 5 - Phase 3, same being on the easterly line of proposed Morningstar Section 5 - Phase 4 (not yet filed for record), and being at the beginning of a non -tangent curve to the right having a radius of 990.00 feet; City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 32 of 35 THENCE along the said easterly line of Morningstar Section 5 - Phase 4, with said curve to the right, at an arc length of 163.71 feet passing an iron rod found at the most easterly northeast corner of said Morningstar Section 5 - Phase 4, same being the most southerly southeast corner of aforesaid Morningstar Section 3 - Phase 1, and continuing along the easterly line of said Morningstar Section 3 - Phase 1, in all a total arc length of 215.89, and across a chord which bears North 34°24'27" East, a chord length of 215.46 to an iron rod found; THENCE continuing along the easterly line of said Morningstar Section 3 - Phase 1 the following courses and distances: North 40°39'17" East, 348.40 feet to an iron rod found; North 36°04'51" East, 94.05 feet to an iron rod found; North 40°39'17" East, 23.69 feet to an iron rod found at the beginning of a curve to the left having a radius of 54.25 feet; With said curve to the left, an arc length of 48.71 feet, and across a chord which bears North 14°55'50" East, a chord length of 47.09 feet to an iron rod found; North 10°47'37" West, 8.03 feet to an iron rod found at the beginning of a curve to the left having a radius of 43.50 feet; With said curve to the left, an arc length of 45.30 feet, and across a chord which bears North 40°37'44" West, a chord length of 43.28 feet to an iron rod found at the beginning of a curve to the right having a radius of 576.50 feet; With said curve to the right, an arc length of 78.77 feet, and across a chord which bears North 66°32'59" West, a chord length of 78.71 feet to an iron rod found; South 40°36'43" West, 13.92 feet to an iron rod found; North 49°23'17" West, 64.43 feet to an iron rod found at the beginning of a curve to the left having a radius of 1,035.00 feet; With said curve to the left, an arc length of 340.84 feet, and across a chord which bears North 58°49'21" West, a chord length of 339.31 feet to an iron rod found; North 68°15'24" West, 1,322.69 feet to an iron rod found at the beginning of a curve to the left having a radius of 1,135.07 feet; With said curve to the left, an arc length of 79.28 feet, and across a chord which bears North 70°15'28" West, a chord length of 79.26 feet to an iron rod found; THENCE departing the northerly line of said Morningstar Section 3 - Phase 1, over and across the aforesaid 737.227 acre tract the following courses and distances: City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 33 of 35 North 21°44'36" East, 10.02 feet to an iron rod set at the beginning of a non -tangent curve to the left having a radius of 1,145.00 feet; With said curve to the left, an arc length of 374.48 feet, and across a chord which bears North 81°35'35" West, a chord length of 372.81 feet to an iron rod set; South 89°02'15" West, 433.05 feet to an iron rod set at the beginning of a curve to the left having a radius of 83.00 feet; With said curve to the left, an arc length of 130.38 feet, and across a chord which bears South 44°02'15" West, a chord length of 117.38 feet to an iron rod set; South 89°02'15" West, 5.00 feet to an iron rod set; South 00°57'45" East, 149.99 feet to an iron rod set at the beginning of a curve to the right having a radius of 612.00 feet; With said curve to the right, an arc length of 62.67 feet, and across a chord which bears South 01°58'17" West, a chord length of 62.65 feet to an iron rod set at the beginning of a curve to the left having a radius of 988.00 feet; With said curve to the left, an arc length of 192.00 feet, and across a chord which bears South 00°39'43" East, a chord length of 191.69 feet to an iron rod set at the northwest property corner of a called 5.000 acre tract of land conveyed to Brad Fees, by deed thereof filed for record in Parker County Clerk's Instrument No. 201513548, O.P.R.P.C.T., and being at the beginning of a curve to the left having a radius of 1,844.86 feet; With said curve to the left, an arc length of 312.51 feet, and across a chord which bears South 11°04'55" East, 312.13 feet to an iron rod found at a northwest corner of aforesaid Morningstar Section 3 - Phase 1, same being the southwest property corner of the said 5.000 acre tract; THENCE South 74°03'55" West, along a north line of said Morningstar Section 3 - Phase 1, 5.00 feet to the POINT OF BEGINNING. The herein above described tract of land contains a computed area of 17.9052 acres (779,950 square feet) of land, more or less. City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 34 of 35 Section I Water Sewer Subtotal Section II Interior Streets Storm Drains Subtotal Section III Street Lights Sub -total EXHIBIT B APPROVED BUDGET TOTAL $519,655.75 $447,928.60 $848,544.57 $129,449.00 $2,037,116.72 $91,538.80 $967,584.35 $977,993.57 $91,993.57 City of Fort Worth, Texas Standard Completion Agreement — Lender -Funded Revised 01.30.23 BN CFA Official Release Date: 07.01.2015 Page 35 of 35