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Contract 26411-A3
AA 12 AAA 05 (° Execution Version: 7/15/14 PQ 1 C, O FOR W RSR CITY SECR A � CONTRACT WO. ��' AMENDMENT#3 TO d°,d 44 AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY,AND THE TEXAS DEPARTMENT OF TRANSPORTATION CONCERNING DEVELOPMENT OF THE SOUTHWEST PARKWAY (NOW KNOWN AS THE CHISHOLM TRAIL PARKWAY) STATE OF TEXAS § COUNTY OF TRAVIS § THIS AMENDMENT #3 (this "Amendment") is entered into as of the day of 2014 (the "Effective Date"), by and between THE CITY OF FORT WORTH, a home-rule municipal corporation (the "City"), the NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), and the TEXAS DEPARTMENT OF TRANSPORTATION, an agency of the State of Texas ("TxDOT"), the City, NTTA, and TxDOT being sometimes collectively referred to as the"Parties"or individually as a"Pqjly"; WITNESSETH : WHEREAS,pursuant to its issuance of certain revenue bonds in November 2011, NTTA has exercised its option to construct and operate a turnpike project extending from Interstate Highway 30 ("IH 30") in Fort Worth south through Interstate Highway 20 ("IH 20") and State Highway 183 ("SH 183") and to US Highway 67 ("US 67"), in Tarrant County and northern Johnson County, a total length of approximately 27.6 miles (the "Project'), being built in nine (9) designated Sections (collectively, the "Sections,"and individually, a"Section") as more fully described on Exhibit A attached hereto and made a part hereof; and AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE I RECEDED JUL 31 d��4 WHEREAS, the Project was (a) previously identified as "State Highway 121," (b) then identified as the "Southwest Parkway" for its eight (8) northern sections (designated as Sections 1, 2, 2B, 2C, 3A, 313, 4, and 5) and the "Chisholm Trail Project" for its one (1) southernmost section (designated as Section 6), and (c) finally combined to form the "Southwest Parkway/Chisholm Trail Project" composed of all nine (9) Sections, which was subsequently renamed the "Chisholm Trail Parkway" pursuant to House Bill No. 367, passed by the 82nd Texas Legislature, effective September 1, 2011; and WHEREAS, TxDOT, the City, and NTTA executed that certain Agreement Between The City Of Fort Worth, The North Texas Toliway Authority, And The Texas Department Of Transportation Concerning Development Of The Southwest Parkway dated as of November 28, 2000 (the"Original Contract")to effectuate their agreement to develop that portion of the Project from IH 30 in the City of Fort Worth to the Project's intersection with Alta Mesa Boulevard, designated as Sections 1, 2, 213, 2C, 3A, 313, and 4 (but not Section 5) of the Southwest Parkway portion of the Project defined in the Original Contract as the "Initial Turnpike Portion" (herein so defined), such contract being identified as City of Fort Worth City Secretary Contract No. 26411; and WHEREAS, it became necessary to amend the Original Contract to address certain issues relating to the City's acquisition of right-of-way within the Initial Turnpike Portion resulting from the allocation by the North Central Texas Council of Governments Regional Transportation Council of funds for that purpose, such amendment being effectuated by that certain Amendment 41 to the Original Contract executed by the Parties and dated to be effective as of August 2, 2004 (the"Amendment 41"); and AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 2 WHEREAS, it became necessary to further amend the Original Contract to address certain issues relating to the design of the Project including, among other things, the development of the "Master Plan".and "PS&E" (as those terms are defined therein) for the Project, such amendment being effectuated by that certain Amendment #2 to the Original Contract executed by the Parties and dated to be effective as of December 30, 2004 (the "Amendment #2"); the Original Contract as amended by Amendment #1 and by Amendment #2 being hereinafter referred to as the"Contract"; and WHEREAS, on June 13, 2005, the Federal Highway Administration ("FHWA") approved the Final Environmental Impact Statement for the Project's eight (8) northern sections of the Project(as indicated on Exhibit A, extending from IH 30/Summit (Forest Park Boulevard) to FM 1187), and on June 3, 2009, the FHWA approved the Final Environmental Impact Statement Reevaluation for that portion (collectively, the "FEIS"); and WHEREAS, a "Finding of No Significant Impact" was issued for the Project's one (1) southernmost section of the Project (as indicated on Exhibit A, extending from FM 1187 to US 67) by the FHWA on May 20, 2004, and was reevaluated under the direction of TxDOT, with approval of the reevaluation occurring on May 10, 2011; and WHEREAS, TxDOT and NTTA entered into that certain Project Agreement Southwest Parkway/Chisholm Trail Project dated as of October 27, 2010, for the design, construction, operation, and maintenance of the Project (the "Project Agreement") which, among other things and subject to various conditions, authorized NTTA to undertake the entire 27.6-mile Project; thus, in doing so, the Project Agreement expanded the previous authorization provided to NTTA to undertake the Initial Turnpike Portion (Sections 1, 2, 213, 2C, 3A, 313, and 4 of the Southwest AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 3 Parkway portion) provided under the Contract to include both Section 5 of the Southwest Parkway portion and Section 6 of the Chisholm Trail Parkway portion which were not included under the Contract; and WHEREAS, the Project Agreement further provided that NTTA assumed TxDOT's contingent obligation under the Contract to build two (2) interchanges in connection with the construction of the Project, and TxDOT was relieved of that obligation; and WHEREAS, the Original Contract explicitly anticipated one or more subsequent agreements described therein as the "Subsequent Agreement" further specifying various terms between the Parties, and Amendment #2 explicitly anticipated a future and additional amendment to the Contract described therein as the "Future Amendment" to further specify the Parties' respective obligations related to the Project; and WHEREAS, it has become necessary to further amend the Contract to address certain issues anticipated to be included in the "Subsequent Agreement" and the "Future Amendment," to evidence the Parties' approval of the Project's design, to further affirm TxDOT having been relieved of certain of its interchange obligations as provided in the Project Agreement, and other matters; and WHEREAS, on October 15, 2013, the City Council of the City of Fort Worth approved Mayor & Council Communication C-26506 authorizing the City Manager to execute this Amendment; and WHEREAS, on hle Board of Directors of NTTA passed Resolution No. authorizing the Executive Director to negotiate and execute this Amendment; and AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 4 � o 0 NOW, THEREFORE, in consideration of these premises and the mutual benefits and advantages accruing to the City, NTTA, and TxDOT, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: ARTICLE I. AGREEMENTS OF THE CITY,NTTA,AND TXDOT A. CONTRACT AS AMENDED HEREBY REMAINS IN FULL EFFECT. The Parties acknowledge and agree that all provisions of the Contract remain in full force and effect, except as specifically amended by this Amendment, and that each Party has fully performed its respective obligations thereunder arising up to the Effective Date, and agree to fully perform all remaining obligation arising subsequent to the Effective Date. B. APPROVAL OF PROJECT'S DESIGN AND THE PS&E. Without limiting the provisions of Section I.A. above, the Parties acknowledge and agree that all requirements and obligations set forth in the Contract regarding the design of the Project and the preparation of the plans, specifications, and estimates for the Project (defined in the Original Contract, in Amendment 42, and herein as the "PS&E") have been satisfied in full and all required approvals of the Parties have been issued or obtained, including, without limitation, with respect to those requirements, standards, criteria, specifications, manuals, guides, policies, deliverables, meetings, processes, resolutions, and approvals (1) contained or referenced in Sections 4, The Authority's Obligations, 7, Design Standards, and 8, Technical Work Group, of the Original Contract, (2) contained or AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION—PAGE 5 referenced in paragraphs 4 through 9 of Amendment #2 and in the "SWP Appendix" to Amendment 42 and all exhibits thereto, (3) relating in any way to the preparation, finalization, approval, or implementation of the adapted "SWDG,"the "SWP Appendix," the "Master Plan" (as those terms are defined in Amendment#2), and the PS&E, and (4) regarding the posted and design speeds features for the Project from Arborlawn Drive to I11 30. NTTA's construction of the Project in material compliance with the PS&E is NTTA's sole remaining obligation under and supersedes paragraphs 4 through 9 of Amendment#2, the "SWP Appendix" and all exhibits thereto, and all other provisions of the Contract pertaining to the design of the Project. C. MAINTENANCE OBLIGATIONS: FRONTAGE ROADS, CROSS STREETS,AND CONTROLLED ACCESS TOLL LANES. Consistent with Section 16, Frontage Roads and Intersecting TxDOT Projects, of the Project Agreement and as anticipated in the Contract, the Parties agree that the City shall operate, maintain, police, and regulate (including the provision of all landscaping and mowing, signalization, illumination, permits for connections and curb cuts, safety devices and signage), in a manner that does not impede or interfere with the safe and efficient operation of the Project, those identified sections of the Project's frontage roads and of other streets adjacent to, intersecting or crossing the Project (as specified and limited below) within the corporate limits of the City in accordance with existing agreements or TxDOT policy, as those roads and streets are depicted on Exhibit B attached hereto and made a part hereof. Without limiting the foregoing, the City shall provide all policing, fire, ambulance, hazardous materials response, and other emergency response for the Project's frontage roads and other streets for which the City AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 6 has responsibility under this Amendment. TxDOT and NTTA shall have such maintenance obligations as are set forth in the Project Agreement and depicted on Exhibit B, and the Parties agree that TxDOT and NTTA shall operate, maintain, and regulate the portions of the Project for which they are responsible (including, in the case of NTTA, the controlled-access toll lanes) in a manner that does not impede or interfere with the safe and efficient operation of the those identified sections of the Project's frontage roads and of other streets adjacent to, intersecting or crossing the Project to be operated, maintained, and regulated by the City. Without limiting the previous sentence, the City shall have no responsibility for the repair, maintenance, or operation of(1) the main lanes or frontage roads of IH 20, IH 30, SH 183 and US 67 (except as otherwise shown on Exhibit B), which will be maintained by TxDOT pursuant to the Project Agreement or (2) the controlled access toll lanes of the Project which will be maintained by NTTA, all as further set forth in the Project Agreement and as depicted on Exhibit B. Notwithstanding the foregoing and as depicted on Exhibit B, the City's only maintenance obligation with respect to the City's streets that cross over the Project is above-deck maintenance on those bridges (including above-deck illumination, railing, and fencing) or other maintenance on those streets, including with respect to driving surfaces, striping, signage, illumination, and traffic signalization, and NTTA shall be responsible for maintenance of the bridge deck and below, including under-bridge illumination. To the extent of any conflict between the depiction of maintenance limits shown on Exhibit B and the terms of this Section I.D. (or Section 16, Frontage Roads Intersecting TxDOT Projects, of the Project Agreement), Exhibit B shall control. No Party shall undertake AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 7 any construction, maintenance, or other activities of any kind within an area being maintained by another Party pursuant to this Section I.C. without prior written notification to, and the consent of, the Party maintaining that area, whereupon the Party undertaking such activities shall comply with any instructions provided by the other Party, as well as with all applicable local, state, and federal laws and regulations, including, but not limited to, the Clean Water Act and those governing storm water pollution. The City agrees that it will not construct, or otherwise approve or advance the construction of, frontage, service, and/or access roads to or from, abutting or paralleling the Project and not currently shown on the City's Master Thoroughfare Plan that, in NTTA's reasonable judgment (as confirmed by a written opinion or report by NTTA's traffic and revenue engineers), will materially and adversely affect the operation or financial performance of the Project to such a material degree that the Project's revenue will be inadequate to service the debt issued to construct the Project, pay operation and maintenance costs and fund required reserves, and reimburse NTTA for monies (approximately $320 Million in equity contributions and $80 Million in feasibility expenses) it took from its other system and projects to assess, advance, and achieve feasibility for the Project. Additionally, and at a minimum, the City shall consult with NTTA prior to undertaking any thoroughfare system not currently shown on the City's Master Thoroughfare Plan which has a reasonable likelihood of adversely affecting the operation or financial performance of the Project, provided that this sentence shall not be interpreted as conferring any approval rights on NTTA or expanding the scope of NTTA's rights under the preceding sentence. AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 8 D. CITY'S SUPPLY OF IRRIGATION WATER. The City has agreed to (1) bring water service to the Project's limits consistent with the PS&E and (2) provide sufficient water for the establishment period for trees and other landscaping planted in connection with the Project from the time of their planting up to three (3) years following the opening of the Project. In lieu and full satisfaction of the City's obligations under clause (2) of the preceding sentence, the City agrees to pay and NTTA agrees to accept a one-time payment of Three Hundred Forty-Five Thousand and No/100 Dollars ($345,000.00), a reasonable estimate of the cost of the City's performance of those obligations, payable within thirty (30) days of the Effective Date. Upon NTTA's receipt of that payment, the City will be deemed fully released from its obligations described in clause (2) of the preceding sentence, but not from its obligations described in clause (1). NTTA shall perform its obligations regarding the maintenance of landscaping regardless of whether its actual irrigation costs incurred during the three-year period exceed the one-time payment described above. E. SPEED LIMITS: FRONTAGE ROADS. The City will fully collaborate with TxDOT and NTTA on ordinances enacting the appropriate posted speeds on the Project's frontage roads for which the City is responsible based on a speed study conducted in accordance with applicable law and TxDOT's standards, procedures, and methodology. Any speed studies performed for the frontage roads will be conducted in accordance with existing agreements between the City and TxDOT, as well as TxDOT policy. F. THE CITY'S AND TxDOT's RIGHT-OF-WAY OBLIGATIONS UNDER THE CONTRACT. The Contract, including Sections 5, The City's Obligations, and 6, TxDOT's Obligations, AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 9 of the Original Contract, obligated the City and TxDOT to acquire certain right-of-way required for the Initial Turnpike Portion and to provide for the conveyance of said property to NTTA, subject only to such matters of title as are reasonably acceptable to NTTA. The City and NTTA will use all reasonable efforts to conclude the conveyance to NTTA of the City's required right-of-way within thirty (30) days of the Effective Date. Upon conveyance of the properties listed on Exhibit C, attached hereto and made a part hereof, the City will have conveyed all of the right-of-way it was required to convey to NTTA under the Contract. TxDOT previously satisfied its right-of-way obligations under the Contract by its execution of and performance under the Project Agreement. However, TxDOT will allow, and does hereby grant,NTTA joint use of TxDOT right-of- way situated adjacent to the eastbound frontage road serving IH 20 and beneath the Project's controlled access toll lanes extending from the Project's northbound frontage road to its southbound frontage road, including driveway access to the eastbound IH 20 frontage road, in order to construct and operate a maintenance sand stockpile located as described on Exhibit D attached hereto and made a part hereof. G. RELEASE OF TxDOT FROM INTERCHANGE CONSTRUCTION OBLIGATIONS. The City consents and agrees to (1) the release of TxDOT from its contingent obligation under Section 6, TxDOT's Obligations, of the Original Contract to construct the Project's interchanges at IH 30 and IH 20, together with all ramps and frontage roads within the limits of and serving said interchanges, except for the frontage roads serving the IH 20 interchange, construction of which remains TxDOT's responsibility except as otherwise indicated on Exhibit B, and (2) the assumption of that obligation by NTTA, all pursuant AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 10 to Sections 8, Design and Construction Obligations of the Authority for the Authority- Built Interchanges, and 21, The SWP Three-PaM Agreement, of the Project Agreement. H. THE FEIS. As indicated in the Recitals to this Amendment, the Project has been environmentally cleared. Consequently, the Parties have fully performed their obligations under the Contract with respect to the environmental assessment of the Project, including TxDOT's obligations regarding the "EIS" as defined in the third bullet of Section 6, TxDOT's Obligations, of the Original Contract, and the Parties' obligations under both Section 10, Public Involvement, of the Original Contract and paragraph 11, EIS Comment Period, of Amendment#2. I. OTHER AMENDMENTS. All references in the Contract to the estimated cost of or potential revenues from all or any portion of the Project are no longer accurate and are hereby deleted. The execution and delivery of this Amendment satisfies all obligations of the Parties regarding the execution and delivery of the "Subsequent Agreement" and the "Future Amendment," as defined in the Original Contract and Amendment #2, respectively. ARTICLE II. AGREEMENTS OF THE CITY AND NTTA A. STORM WATER COMPLIANCE. Pursuant to the fifth bullet under Section 5, The Cites Obligations, of the Original Contract, the City will permit NTTA to connect to the City's municipal separate storm sewer and storm water drainage systems (the "MS4"), if any, and the City shall provide easements and other interests and make, or cause to be made, such enlargements or other betterment work required for the efficient discharge of storm water from the Project. NTTA affirms that, to the best of NTTA's current actual AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE I I knowledge, the City has met the above stated obligations; however, it is possible that additional easements, other interests, enlargement or other betterment work will be later identified and required of the City as construction proceeds; if such additional interests or work is required, the City shall be responsible only for such portion of the cost that would have resulted if the interests or work had been timely identified, and NTTA must discharge (or reimburse the City for) any additional costs resulting from the delayed identification and requirement of those items. The City and NTTA shall cooperate and coordinate with each other regarding compliance with their respective MS4 permits ("MS4 Permits"). Specifically, the City and NTTA agree as follows: (1) Each of the City and NTTA is solely responsible for compliance with its own MS4 Permit and shall develop its own Storm Water Management Plan ("SWMP") as part of its MS4 permit and will be responsible for implementing that SWMP. (2) NTTA and the City shall cooperate in their respective enforcement efforts, including, but not limited to, illicit discharges, construction site runoff(other than construction of the Project or which otherwise results from NTTA's activities), and any industrial or high-risk runoff areas. NTTA may request assistance from the City with regard to enforcement of its MS4 Permit. If such assistance is requested, NTTA will provide the City with suitable access to the Project. If the City does not have enforcement authority for the noted violations reported by NTTA, NTTA will be responsible for providing the necessary information to the Texas Commission on Environmental Quality. AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 12 (3) The City and NTTA will promptly notify the other of any known discharges of oil or other hazardous substances in an amount that requires reporting under state or federal law and has the potential to be introduced into either Party's MS4, regardless of where such discharge originates. (4) The City and NTTA shall cooperate with each other on the preparation and filing of reports made necessary by their respective MS4 permits. Each party shall make available to the other any public information with regard to storm water runoff monitoring results, and NTTA may be part of the City's public education program dealing with storm water runoff. Additionally, the City will maintain, or cause to be maintained, the Arborlawn ponds so as to prevent interference with the Project's drainage. B. CONSTRUCTION STAGING AREAS. If requested by NTTA, the City shall reasonably accommodate on its rights-of-way or other properties owned by the City located along the Project, if any, NTTA's use thereof as temporary staging areas before and during construction of the Project, with the City reserving the right to make such other use of those properties as does not interfere with their safe and efficient use as staging areas by NTTA; provided, however, the City shall not be obligated to obtain any additional right- of-way solely for such purpose. Notwithstanding the foregoing, if the City demonstrates that a property requested by NTTA cannot be utilized for this purpose without materially interfering with the City's current or committed future use for that property or causing an undue hardship for adjacent residential areas, and the City identifies a substitute property offering substantially identical utility as a temporary staging area, the substitute property AMENDMENT#3 To AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION—PAGE 13 shall be utilized. Such areas may be used for the placement and operation of construction site trailers, for temporary material disposal, for temporary embankments or for any other reasonable purpose that may be related to the construction of the Project. During its use of the staging areas, NTTA shall use all reasonable efforts to cause its contractors to maintain the property in an orderly condition, free from excessive debris and clutter and with no unlawful contamination. Upon completion of construction activities or cessation of its use thereof, whichever comes first, NTTA, at its cost, shall return the staging areas to the City in a condition comparable to or better than when received for use by NTTA. C. SCREENING SOUND RETAINING OR OTHER WALLS. NTTA is constructing the screening walls, sound walls, retaining walls, or similar structures shown in the PS&E. The provision of sound walls, also known as noise walls or noise barriers, has been analyzed in the FEIS process according to applicable FHWA criteria. The FEIS contains results of that analysis and/or noise contours based upon projected Project noise levels. NTTA provided a copy of the FEIS to the City and the City hereby acknowledges its receipt. NTTA will have no responsibility or liability, nor incur any costs, arising from or due to the City's use or failure to use the information to determine future land uses based on projected noise levels. The City acknowledges that NTTA shall not be responsible for constructing any soundwalls, which (1) are not identified by the FEIS and shown in the PS&E, (2) are not approved by adjacent property owners, or (3) are required due to future land uses that the City allows to be planned, platted, approved or constructed where the noise contours or analysis indicate that the FHWA or other applicable sound criteria are exceeded. NTTA will not be liable or obligated, financially AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 14 or otherwise, for providing soundwalls to any development which is proposed, platted, approved, permitted or constructed after the completion of the FEIS. NTTA agrees to maintain and repair all screening walls, sound walls, retaining walls, or similar structures which are constructed in accordance with the FEIS and PS&E, except TxDOT shall maintain the screening walls identified as Mistletoe Heights and the wall situated west of Summit Avenue between IH 30 and the Project's westbound frontage road, and the City shall maintain the screening walls identified as Sunset Terrace on Daggett Avenue, all as set forth on Exhibit B. D. CROSS STREETS. If the City subsequently desires at any time to construct or materially modify a cross street over or under the Project, it shall contact NTTA and thereafter take all steps NTTA reasonably deems necessary to ensure that the design, construction, maintenance, and operation of the cross street does not impair or interfere with the design, construction, operation, or maintenance of the Project. The City also shall cause its staff and consultants to meet and communicate with NTTA regularly during the planning, design, and construction phases of any cross street, and NTTA shall reasonably cooperate with the City in advancing the design and construction of any cross street complying with the provisions of this Section II.D. E. CONTROL OF NTTA FACILITIES OPERATIONS AND NONAPPLICABILITY OF CERTAIN CITY CODES AND FEES. Consistent with the concluding paragraph of Section 5, The City's Obligations, of the Original Contract, the City acknowledges and agrees that NTTA is not subject to the various zoning, building, and development codes and/or ordinances promulgated and enforced by the City, and that it shall not assess against AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 15 NTTA any development, impact license, zoning, permit, building, connection, or construction fee, charge or penalty of any kind with respect to the construction, maintenance, or operation of the Project. Subsequent to the execution of the Original Contract, the City has enacted one or more ordinances regarding its collection of utility franchise fees. Consistent with and in furtherance of Section 5 of the Original Contract by which the City agreed not to directly or indirectly collect fees, charges or penalties of any kind from NTTA in connection with the construction of the Project, the City agrees to reimburse NTTA the amount NTTA is required by any utility to pay to defray the City's franchise fee solely to relocate existing facilities required to permit construction of the Project, but only on the following terms: (1) NTTA acknowledges its belief that it is not subject to the franchise fee charge and that it has refrained from paying such amounts on other projects, (2) with respect to the Project, NTTA shall use all reasonable efforts to avoid paying such amounts to any utility in the first instance, (3) NTTA must clearly demonstrate that any sought reimbursement relates to relocation work for the Project, (4) the foregoing assurance is being provided only because of and to effectuate the City's and NTTA's prior agreement in Section 5 of the Original Contract, and (5) in light of clause (4), this reimbursement assurance shall apply only to the Project and not bind the City with respect to other projects or activities of NTTA or other parties. Notwithstanding anything to the contrary contained in this Amendment, the City's obligations under this Section ILE. regarding its reimbursement of utility franchise fees shall apply only to amounts the subject of a written reimbursement request by NTTA prior to the earlier to occur of (1) four (4) years after NTTA's receipt of the last utility relocation invoice AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 16 pertaining to the Project or (2) five (5) years after the opening to traffic of the Project, and the City shall have no reimbursement obligations for any amounts submitted thereafter. The City and NTTA are subject to certain federal regulations, in particular those related to the Clean Air Act, which may affect NTTA and its contractors in their construction of the Project and performance of this Amendment or the Contract as amended by this Amendment. The City acknowledges that as a result of federal and/or state regulations, or other construction schedules, NTTA may be required to perform construction activity at night or twenty-four (24) hours a day. NTTA shall use reasonable efforts to notify the City at least two (2) weeks in advance of any planned night or 24- hour work that can reasonably be expected to generate a material amount of noise, light, or dust. The City agrees to give its full cooperation to accommodate such activity, including providing support for notifying the public consistent with the Project's communication pian. F. BILLBOARDS. The City and NTTA acknowledge and affirm their continuing obligations regarding billboards or similar off-premises signs set forth in Subsection 14.(i) of the Original Contract. G. MISCELLANEOUS. (1) The City has agreed to fund certain capital improvements associated with the Project, with some included in the PS&E and the remainder to be added into the applicable construction contract(s) by change order, to be constructed by NTTA. Such costs are detailed in Exhibit E attached hereto and made a part hereof. The City will contribute funds to NTTA in an amount equal to one-half of the costs AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 17 identified on Exhibit E, exclusive of contingency amounts indicated thereon, within thirty (30) days of the Effective Date, with the balance of all costs actually incurred (irrespective of the amount on Exhibit E) to be contributed within thirty (30) days following final completion of each of the identified improvements with, if necessary, a final adjustment and payment by or refund to the City upon completion of all such improvements and determination of all actually incurred costs. In addition, Exhibit E may be amended with the mutual consent of NTTA and the City, and if so amended, becomes a part of the Contract, as amended by this Amendment. NTTA will be under no obligation to agree to any amendment to Exhibit E which may increase NTTA's Project costs, delay the Project's completion or opening to traffic, or interfere with the safe and efficient operation of the Project. (2) NTTA agrees to meet with reasonable frequency with the City staff to ensure that the Project, once completed, substantially complies with the PS&E, including, without limitation, provisions thereof regarding the installation of landscaping, construction of the walls, bridges, columns, sign structures, monuments, railings, lighting, and aesthetic treatments (including color) and enhancements, and NTTA's obligations under the Contract, as amended by this Amendment, regarding the care of those Project features, and to respond with reasonable promptness, completeness, and clarity to written notices from the City's staff indicating potential noncompliance. AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLL WAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 18 (3) NTTA agrees to grant the City, through one or more additional and separate easement documents (whether one or more, the "Easement Documents"), permanent easements on and over the sites upon which certain bridge monuments and water crossing markers (the "Public Artwork") will be constructed, placed, and maintained between IH 30 and FM 1187 on the Project, which sites are generally depicted on Exhibit F attached hereto and made a part hereof (the "Public Artwork Sites"), together with rights-of-way providing access to such sites, for the purpose of permitting the City, its contractors, and any necessary subcontractors to access, construct, install, maintain, inspect, repair, restore, and remove the Public Artwork, and for any other related and necessary activities regarding the Public Artwork. The City agrees to perform these operations and to exercise its rights under the Easement Documents without interfering with NTTA's safe and efficient operation of the Project, except that lane closures and similar actions approved in advance by NTTA in accordance with this Subparagraph II.G.3 are permissible and the City shall not be liable for lost revenues, lane rental, or similar damages, losses, or costs therefor. The City shall reimburse NTTA for damages, losses, or costs incurred by NTTA as a result of the activities of the City, its contractors or subcontractors,that do not comply with the preceding and following sentences. All construction, installation, maintenance, access, and other activities undertaken by the City pursuant to this Subparagraph lI.G.3 will be at no cost of NTTA and must be coordinated with NTTA personnel and approved in writing prior to performing such activities, such AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 19 approval not to be unreasonably withheld or delayed. The City will use all reasonable efforts to coordinate such activities regarding the Public Artwork with corresponding inspection, maintenance, or repair activities by NTTA if that will reduce disruption to the Project. The final locations, design, composition, method of construction or installation, and appearance of the Public Artwork must be approved by NTTA, in writing, prior to its placement on the Project, such approval not to be unreasonably withheld or delayed, and further provided that NTTA acknowledges it has no objections, changes, or similar comments regarding the materials describing the Public Artwork submitted to it by the City as of the Effective Date that have not been previously communicated in writing to the City. The precise locations of the Public Artwork will be set forth in the Easement Documents. If NTTA determines in the future that any of the Public Artwork must be relocated or, only as a last resort, demolished and reconstructed to permit an expansion of the Project, NTTA, only after providing the City a reasonably adequate amount of time to evaluate and consult with NTTA regarding the treatment of the components, and in no event less than 180 days except in the case of a bona fide emergency, shall perform that work at its expense or reimburse the City for its costs doing so, unless the expansion is at the City's request and/or the Parties agree otherwise in writing; in the event of a bona fide emergency, NTTA shall give the City as much prior notice as is reasonably possible under the circumstances. Until such time as the Parties fully execute the Easement Documents establishing their rights and responsibilities regarding the AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 20 Public Artwork and the Public Artwork Sites, NTTA hereby agrees to grant, and does hereby grant, the City, its contractors, and any necessary subcontractors an easement to access the Public Artwork Sites to construct, install, maintain, inspect, repair, restore, remove, and conduct any other necessary activities related to the Public Artwork, upon the terms set forth in this Subparagraph II.G.3. For clarity, upon execution and delivery of the Easement Documents, the easement rights described in the preceding sentence shall terminate. (4) NTTA and TxDOT acknowledge the City's right to install those bicycle and pedestrian transportation improvements identified during the master planning process and shown on the PS&E. NTTA shall not unreasonably withhold or delay its approval of future and additional bicycle and pedestrian transportation improvements provided they are generally depicted on Exhibit G attached hereto and made a part hereof, and are located, configured, and constructed in accordance with generally accepted engineering and safety standards at the City's cost. (5) NTTA agrees to refrain from removing any canopy and understory trees in the tree preservation zone shown in the PS&E except as otherwise necessary to maintain the safe operation of the Project or as NTTA may elect to perform pursuant to its prudent trimming and maintenance thereof. (6) If reasonably necessary to support the City's maintenance responsibilities under this Amendment and the Contract as amended by this Amendment, NTTA shall, to the extent legally capable and upon compliance with all legally required AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 21 procedures, assign to the City all of NTTA's right, title and interest in any and all applicable (a) warranties, express or implied, (b) warranty bonds, and (c) errors or omission coverage. The City shall thereafter be responsible for pursuing any and all warranty claims on the applicable work. (7) NTTA shall be responsible for all future relocation costs if it requires the future relocation of utility facilities, structures, and pipelines owned and operated by the City and located within the Project right-of-way as of the Effective Date. ARTICLE III. MISCELLANEOUS A. NOTICES. The notice addresses for the Parties set forth in Section 13, Notices, of the Original Contract are hereby deleted and the following substituted in their place: If intended for the City, to: David Cooke City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 If intended for TxDOT: by hand delivery: Brian R. Barth, P.E. District Engineer Texas Department of Transportation 2501 SW Loop 820 Fort Worth, Texas 76133 or by mail: Brian R. Barth, P.E. District Engineer Texas Department of Transportation P. O. Box 6868 Fort Worth, Texas 76115 AMENDMENT#3 To AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 22 If intended for NTTA: by hand deliyerL. Gerry Carrigan, P.E. Executive Director North Texas Tollway Authority 5900 West Plano Parkway Suite 100 Plano, Texas 75093 or by mail: Gerry Carrigan, P.E. Executive Director North Texas Tollway Authority P. O.Box 260729 Plano, Texas 75026 Any of the Parties may further change its address for notices and communications hereunder by providing notice pursuant to Section 13, Notices, of the Original Contract as amended hereby. B. SUCCESSORS AND ASSIGNS. This Amendment and the Contract as amended by this Amendment shall bind, and shall be for the sole and exclusive benefit of, the Parties and their legal successors, and create no rights in other parties, including the public at large. No Party shall assign its interest in this Amendment or the Contract as amended by this Amendment without the prior written consent of the other Parties, unless otherwise provided by law. C. WRITTEN AMENDMENTS. Any changes in the character, agreement, terms, and/or responsibilities of the Parties under the Contract as amended this Amendment must be enacted through a written amendment executed by the Parties. D. LIMITATIONS. All covenants and obligations of the Parties under the Contract as amended by this Amendment shall be deemed to be valid covenants and obligations of AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 23 said entities, and no officer, director, or employee of any Party shall have any personal obligations or liability hereunder. E. RELATIONSHIP OF THE PARTIES. Nothing in this Amendment or the Contract as amended by this Amendment shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent or of partnership or joint venture between any of the Parties, nor any joint enterprise. F. AUTHORIZATION. Each Party represents to the others that it is fully authorized to enter into this Amendment and to perform its obligations hereunder and under the Contract as amended by this Amendment and that no waiver, consent, approval, or authorization from any third party is required to be obtained or made in connection with the execution, delivery, or performance of this Amendment in accordance with its terms, other than those that have been obtained. G. INTERPRETATION. No provision of this Amendment shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or being deemed to have drafted, prepared, structured, or dictated such provision. [SIGNATiJRE PAGE FOLLOWS] AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLL WAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 24 IN WITNESS WHEREOF, THE CITY, NTTA AND TxDOT, have executed triplicate counterparts to effectuate this Amendment, which will become effective on the date t party executes this Amendment. e 000060OOp(,(y0m1 S O E ® CITY OF FORT WORTH O 000 000000000 MARY J.LkfYSER, FERNANDO COSTA, City Secretary Assistant City Manager M&C Date: (, 2014 Date: ,,r�,/�y ,. , 2014 Approved As To Form And Le a�As To Form And Le a� Rec n mended By: ( Ak 9&(k= BRYAN 4ECK,P.E., DOUGLAS W.BLACK Re iona Transportation Coordinator Assistant City Attorney 044C C - 2-65D6 NORTH EXAS TOLLWAY AUTHORITY By: GERALD CAR GAN,RE, Executive Director Date:AA ,L, 2014 AMENDMENT#3 TO AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 25 THE STATE OF TEXAS Executed and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By: 4-12% Afig JAMES M. BASS Executive Director Date: ,Q,y,,� , 2016 AMENDMENT#3 To AGREEMENT BETWEEN THE CITY OF FORT WORTH, THE NORTH TEXAS TOLLWAY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION-PAGE 26 - M&C Review o CITY OUNCIL GEND' A F* RTWQRTH COUNCIL ACTION: Approved on 10/15/2013'-Ordinance No. 21002-10-2013 DATE: 10/15/2013 REFERENCE C-26506 LOG NAME: 06CTP AMEND 3 NO.: ILA CODE: C TYPE: NOW PUBLIC CONSENT HEARING: NO SUBJECT: Authorize Execution of Amendment No. 3 to an Agreement Between the City of Fort Worth, the North Texas Tollway Authority, and the Texas Department of Transportation Concerning the Development of the SH 121T/Southwest Parkway, n/k/a the Chisholm Trail Parkway, Providing Funding in an Amount Not to Exceed $5,096,546.00 for Additional Capital Improvements and Expenses and Adopt Appropriation Ordinance (COUNCIL DISTRICTS 3, 6 and 9) RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriation in the SH121T Southwest Parkway Fund in the amount of$2,338,460.11 from contributions received; and 2. Authorize the execution of Amendment No. 3 between the City of Fort Worth, the North Texas Tollway Authority, and the Texas Department of Transportation regarding development of the SH 121T/Southwest Parkway, n/k/a the Chisholm Trail Parkway and providing funding in an amount not to exceed $5,096,546.00 for additional capital improvements and expenses associated with the project. DISCUSSION: The City entered into an Agreement on November 28, 2000 (the Original Contract) (M&C C-17178 approved on December 8,1998, City Secretary No. 26411). This Agreement assigned certain project development responsibilities among the partners to develop the Chisholm Trail Parkway project from IH-30 to Dirks Road in south Fort Worth. To support the obligations of the City, $49,500,000.00 was approved by the voters in the 2004 Capital Improvements Program. As the project developed, an additional $18,225,000 was included to support significant increases in the cost of the right-of-way and the arterial program. Due to changing circumstances and by design, the Agreement has been amended twice to date: Amendment No. 1 provided financial support for the City's Right-of-Way Program from the North Central Texas Council of Governments in the amount of$39,500,000.00 (M&C C-20112 approved on 06-08-2004, City Secretary No. 30547). Amendment No. 2 provided significant details for the process to implement the design into the construction plans (M&C C-20435 approved 12-07-2004, City Secretary No. 31117). Amendment No. 2 was driven in tandem by the federal environmental clearance process and the significant community work the City Council commissioned through the 15 member Citizen's Advisory Group http://apps.cAvnet.org/council_packet/mc—review.asp?ID=l 8516&councildate=10/15/2013[7/28/2014 1:17:39 PM] M&C Review created by Resolution 2982 approved 08-19-2003. The Citizen's Advisory Group's work was finalized in Corridor Master Plan adopted by the City, North Texas Transportation Authority (NTTA), and Texas Department of Transportation (TxDOT) (Resolution No. 3266-10-2005 approved on October, 25, 2005). In addition to identifying key aesthetic and landscaping components, Amendment No. 2 also identified the partners' obligations for these items. This Amendment No. 3 to the Original Contract is intended as the final Agreement between the partners regarding this project. It provides for specific detail of cost allocations as directed in Amendment No. 2, conveyance of right-of-way to the NTTA, additional capital improvements associated with the project, and ongoing maintenance responsibilities of the parties. The table below details the major items of work included in the construction that are the responsibility of the City and the funding sources to support the expenditures: Items of Work: Corridor Master Plan Elements $ 3,620,545.00 Arterial Cross Street Improvements $ 1,261,248.00 Environmental Mitigation -Vickery Corridor $ 200,000.00 Water and Sanitary Sewer Improvements $ 214,753.00 Construction Contingency (15 percent) $ 800,000.00 Subtotal $ 6,096,546.00 Less Trail Improvements Credit* $ (11,000,000.00) Total Amendment No. 3 $ 5,096,546.00 *Trail Improvements Credit to mitigate plan changes made during final design at the Trinity River Crossing near University Drive. Sources: 2007 Critical Capital Program $ 2,563,332.89.00 Sanitary Sewer Capital Funds $ 194,753.00.00 CTP Project Revenues** $ 2-338,460.11.00 Total $ 5,096,546.00.00 **Project Revenue is a reimbursement from TxDOT for the shared acquisition of the Edwards- Geren tract. This project is located in COUNCIL DISTRICTS 3, 6 and 9, Mapsco 75M, 75Q, 75S, 75T, 75U, 75W, 76F, 76G, 76H , 76J, 88D, 88H, 88L, 88M, 88R, 88U, 88V, 88Y, 89A, 89E, 89J, 102C, 102G, 102Q, 102R, 102U, 102V, 102Y, 102Z, 116C, 116D, 116F, 116G and 116K. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendation and adoption of the attached appropriation ordinance, funds will be available in the current capital budgets, as appropriated of the SH121T Southwest Parkway Fund, the 2007 Critical Capital Projects Fund and the Sewer Capital Projects Fund. http://apps.cfivnet.org/council_packet/mc review.asp?ID=18516&councildate=10/15/2013[7/28/20141:17:39 PM] M&C Review TO Fund/Account/Centers FROM Fund/Account/Centers $2,250,800.78 4 $2.338.460.11 C221 451942 303210000500 C221 541200 303210000580 C221 488100 303210000583 $87,659.33 20295 541200 303210000580 $2,563,332.89 1) $2,338,460.11 4 $194,753.00 C221 541200 303210000580 C275 541200 709170020383 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Randle Harwood (6101) Additional Information Contact: Bryan Beck (7909) ATTACHMENTS 06CTP AMEND 3 ILA A013-2(rev9.25.13).doc http://apps.cfwnet.org/council_packet/mc review.asp?ID=18516&councildate=10/15/2013[7/28/2014 1:17:39 PM] EXHIBIT A Description of Project and Sections (Recitals) The Project The Project begins in Fort Worth, Tarrant County, Texas at its northern terminus of SH 121 at Forest Park Boulevard and the IH 30 interchange and continues south through Fort Worth to IH 20 at SH 183 into Johnson County to a southern terminus at US 67 in Cleburne, Texas, a total of approximately 27.6 miles: (a) Section 1: Mainlanes, frontage roads, interchange structures and retaining walls from IH 30/Summit (Forest Park Boulevard) to Rogers Road (IH 30 Interchange), 0.9 miles. IH 30 mainlanes will be reconstructed for 1.3 mile and restriped for an additional 0.9 miles. Existing IH 30 has three lanes in each direction. The proposed mainlanes for IH 30 will be five lanes in each direction. The proposed mainlanes for the Project will be two lanes in each direction — SWP CL Station 358+78.48 to Station 392+73.00 — which were designed and are under construction by NTTA. (b) Section 2: Mainlanes, structures and retaining walls from Rogers Road to South of Arborlawn Drive, 3.1 miles. The proposed mainlanes for the Project will be three lanes in each direction — SWP CL Station 392+73.00 to Station 460+00.00 and Station 500+00.00 to Station 595+00.00 — which were designed and are under construction by NTTA. (c) Section 213: Mainlanes, structures and retaining walls at Hulen Street Bridge, Union Pacific Railroad (UPRR) Davidson Yard, 0.8 miles. The proposed mainlanes for the Project will be three lanes in each direction — SWP CL Station 460+00.00 to Station 500+00.00. The timing for the construction is controlled by that certain Formal Agreement dated as of January 8, 2009 by and between Union Pacific Railroad Company, TxDOT, the City, and NTTA, as amended, to be designed and constructed by NTTA. (d) Section 2C: Retaining walls and bridge substructure from Forest Park Boulevard to South of Hulen Street, 2.4 miles. In order to help maintain the schedule for UPRR early coordination work, parts of Section 1, Section 2, and Section 2B were let as a standalone project — SWP CL Station 359+00.00 to Station 485+00.00 —and were designed and are under construction by NTTA. (e) Section 3A: Mainlanes, frontage roads, interchange structures and retaining walls from IH 20/SH 183 Interchange Local Access Improvements, 1.6 miles. Section 3A is under TxDOT's authority for construction of the local access portions of the Interchange of IH 20 and SH 183. Existing and proposed IH 20 have three lanes in each direction. The proposed work along IH 20 will mainly be the constructing the frontage road box system and widening for ramp connections. Existing and proposed SH 183 have two lanes in each EXHIBIT A-AMENDMENT#3 TO CONTRACT-121 T/TARRANT COUNTY-PAGE 1 OF 2 direction. The proposed work along SH 183 will be constructing the proposed lanes lower than the existing and widening for ramp connections. Design is by NTTA and final design and construction by TxDOT. (f) Section 3B: Mainlanes, interchange structures and retaining walls from South of Arborlawn to South of Overton Ridge Blvd., 1.6 miles. The proposed mainlanes for the Project will be three lanes in each direction — SWP CL Station 595+00.00 to Station 683+00.00 — were designed and are under construction by NTTA. Four direct connectors ("DC") will be constructed at a later date in a design package called Section 3C. Those DC are 121NB to 183WB, 183EB to 121SB, 121NB to 20WB and 20EB to 121SB. Two other DC (121SB to 20EB and 20WB to 121NB) are deferred beyond the Section 3C construction, and may be built if traffic warrants the movements. (g) Section 4: Mainlanes, frontage roads, structures and retaining walls from South of Overton Ridge to South of Altamesa, 2.3 miles. The proposed mainlanes for SWP will be three lanes in each direction — SWP CL Station 683+00.00 to Station 799+00.00 — were designed and are under construction by NTTA. (h) Section 5: Mainlanes, structures and retaining walls from South of Altamesa to FM 1187, 5.8 miles. The proposed mainlanes for the Project will be two in each direction — SWP CL Station 799+00.00 to Station 1106+50.00 — designed by TxDOT and NTTA and constructed by NTTA. The initial construction will be two lanes in each direction for the length of this section. The ultimate condition will widen to three lanes in each direction from SWP CL Station 799+00.00 to Station 920+00.00 (McPherson Boulevard interchange). (i) Section 6: Mainlanes, structures and retaining walls from FM 1187 to US 67, 13.1 miles. The ultimate mainlanes for the Project will be two lanes in each direction — CTP CL Station 1104+34.41 to Station 1791+28.39. The initial construction will be one lane in each direction. The ultimate condition will be two lanes in each direction for the length of this section. This section will proceed as a design-build construction project for the initial construction. Design/build was procured, and will be administered, by NTTA. EXHIBIT A-AMENDMENT#3 TO CONTRACT-121 T/TARRANT COUNTY-PAGE 1 OF 2 � 1\ ISI �eg1y I _LI I Section 1-0.9 miles -t 1-30 interchange LwardsMI�anch Rd.(FuturUniversi y C��'ai ►Q r• f I Section 2-3.1 miles I 183 y Section 213-0.8 miles I University Dr.to Arborlawn Dr. r °r�Ti ,ons j [ UPRR Yard&Hulen Bridge l\\I A borlawn Section 2C-2.4 miles Sections 3A&3B-1.6 miles D UPRR DavidsonYard -- 3A-Access at interchange oa 3B-1.20 interchange Benb ook I V' � _ Oao Blvd. -— Section 4-2.3 miles geCll South of Overton Ridge to (lag _ Dirks Rd.lAltamesa Blvd. �II 377 ycam re Sc pol Rd• Sycamore School = < J Rd.(Future)–– CollSmbu Fo North' ac - a� McPherson Rd.(Future)- - Section 5-5.8 miles Chisholm Trail Parkway o��� I I.30 to U.S.67 � I Dirks Rd.lAltamesa Blvd.to FM 1187 27.6 miles \om s Steward ,,, +.. a Feltz d. CD Crowl y a I Tarrant Countyk A°port- � Johnson Cou tyDunt 1 Rd.920 0 CountyR_d.111, 102 m ra son \� Whispering �\ Meadow Rd. \ Section 6-13.1 miles 2331 FM 1187 to U.S.67 73, i 174 - i Briar 0 1 Rd. 'IX"S cad - � rocs f Oaks imbers`, JoE ua 171 9,7 TEXAS I o e LEGEND Under Construction 92- a�aSF Count d.904 o Proposed Main Lane Toll Gantry \ aa4 0 Proposed Ramp Toll Gantry Interstate Highway 1 U.S.and State Highway Sparks Rd WKI aughn R . H Rail ,(Future) I — County Line C I burn' Toll project details not to scale December 14,2011 Il County Rd.1125 , Industr al 'Ivd. _ Miles (yam 67 0 3 6 Chisholm TrailParkway '� y' Q y� NTTA. _ Exhibit A Project Location l Map NORTH TEXAS TOLL WAYAUTHORITY EXHIBIT B Maintenance Limits (Section I.C.) [see following page(s)] EXHIBIT B-AMENDMENT#3 TO CONTRACT-121 WARRANT COUNTY-PAGE 1 OF 0 250 500 750 1000 HORIZ. SCALE IN FEET '\� \\ \ �/ ' \ , / MIS`FLETOE"AD WALL \TxDOT'MAINTAKEQ \ 30EBFR 1211N-SUM R�e E-CHE Y" �� 121N-CHERRY W7' \ : - ��/ -- _r o 121N CHERRY �- ��i� _ � \, -_ - -- _ — Q1� -— _-- PRR OE-FP �r TON-30 r i r MACON-E ,vim RVr/ - EXIST. IH-30 SUNSET TERRACE SCREEN WALL MAINTAINED BY CoFW \, ."7 / .1�/ /\ \ I _ -` -J,F '-30W \/ 30W-4�rS �/ 1 p , \ ' , / I i I �� 30W-UNI SUM-121ST \ AQP 3 W�R- I--- �- W U) � W Z J U Q rn a } CTP MAINTENANCE 0 T SHEET 1 OF 20 N LEGEND: M JULY 17, 2014 N , NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B N Q ~� CITY OF FORT WORTH MAINTENANCE MAINTENANCE LIMITS v wnu /-7 \� M LU _ ' W 0 250 500 750 1000 HORIZ. SCALE IN FEET O c:) / Q / \\O / Cl co + N co co m MON ROS MONY UNIV N co CD 121 N-MONY ------------ t a ueRBD�1��S��� �4RD d \ o0 i 9 TOLL GAN, — — NT 121 S �- SEC 1 SEC 2 = / � - -- -- -- �, y � ��(� _ � � �(� ✓✓✓ �o - � _ - �� ���11 —o o�� r v ,� - CIS - fl J;n- V67�7 El SEC c T t CTP MAINTENANCE CA LEGEND: SHEET 2 OF 20 LoD Loc> JULY 17, 2014 N NTTA MAINTENANCE J TxDOT MAINTENANCEmw j EXHIBIT B 0 CITY OF FORT WORTH MAINTENANCE MAINTENANCE LIMITS , zso soo 7so I000 RORIZ. SCALE'N FEET ul w ----_------- -- - ----- -- ��z--- __�-� \ ` R.O.W. � Q f 121 N-EDI "6" /— -----_ ED-121N a ---- — TOLL GANTRY moo« - CT -----_—_— - E --- LE TIC TRgNSMISSION LINE sotAl --_ - V - - CKERYBLVD----__ - _=_—=_'===== X21 -E13 _ ,� ED-121S ' �=I SE- "RDS_ NC�a s / - ---- C Zg SEC —_—__ UPRR D ' J�/J 2 __-_ AVIpgpN YARD 1-7 uj SEC 2B 2 CTP MAINTENANCE T SHEET 3 OF 20 LEGEND: JULY 17, 2014 ••M O p M , NTTA MAINTENANCE J Z TxDOT MAINTENANCEmw EXHIBIT B CITY OF FORT WORTH MAINTENANCE �� MAINTENANCE LIMITS �\ \\ 0 250 500 750 1000 Now \ O. '00 HORIZ. SCALE IN FEET \ S 121 N-ARB / I ; ARB-121N \ y� TOLL GANTRY R.O.W. 4 121 SBFR \ yv R.O.W. 0\ ♦VVA Apt gip\ \ \ 121S-ARB ®TOIL \� \\ R.O.17V \ R.O.W. \\ *PLANTER BOXES ON CITY STREETS !O \ ARE NTTA MAINTENANCE. MAINTAINED BY CITY OF FORT WORTH ` \ co T CTP MAINTENANCE SHEET 4 OF 20 LEGEND: M U MJULY 177 2014 NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B CITY OF FORT WORTH MAINTENANCE �� MAINTENANCE LIMITS i ° 0 LIMITS OF NTTA MAINTENANCE TO THE PHYSICAL GORE AT 0-20. � �� ✓tet '/�° o �1„83EB-20EBFR I � / C 0 250 500 750 1000— 20W1,21S6 RVR-183EB HORIZ. SCALE IN FEET WB`f24 � 20EB-20EBFR I i ----------�= 20EB-RVR 1 ► �.8 RFR}20W6 121NB-20EB--- C9 � , 121 NB _ 1 121 NB-183WB ---- I_._ _ 20E`_B-121 - 121NB-20WB --- - 183WBFR L R.O.W. �i1= C _R 11 l 19a o 1�21 �R 12p1OV I21N�ARB--_ade� n= __- -- _-- --- ------ TOLL GANTRY ®TOLL TOLL GANTRY i� B � 1-21S6-20WB � � ��1 121S'� 121SBFR 121SB-20EB ° ARB-121 SB 9 � � ° � _ � 20E6-121 SB .� , 183 6-18-3WBFR I B-1 'SB 20EBFR o "r G'��� jR� ° I = _ 20WB-121SB �� w R.O.W. ' � � ' � 4 � ' ' _ ' I , '� G� z OWB-20WBI R I - `� Ile a -_i= NTTA SAND STOCKPILE /-� ��v' 9 �° o , 1--��FR I /� z 183EBFR-183EI3 op Jai T i !� a i ( ' •�� CTP MAINTENANCE L- iT ° ° 2MRSTATE LEGEND: ° � a o�—II o°oe'� SHEET 5 OF 20 �r s ui o BRYANTIRVIN=RD `�/ Z o t�,� '1 �°i� o � JULY 17, 2014 NTTAMAINTENANCE � � TxDOT MAINTENANCE EXHIBITB CITY OF FORT WORTH MAINTENANCE �” °183WBFR-183WB �� � MAINTENANCE LIMITS Ww�nu \ i , I I 1 1 o p 0 250 500 750 1000 \ I I HORIZ. SCALE IN FEET �� ,� I I e- , 1 S-OR R.O.W. I I 1 P { /zr �� 1 _ 1 OR-S �G SECS S R.O.W. EC 4 //' PLANTER BOXES ON CITY STREETS , ®To« I I ARE NTTA MAINTENANCE. OAC d 1 p p ISI Luuca Lu �co Y 0 I pQ / OM-N 1 ` Lr, l Lu TOLL GANTRY \ _ 0 ,�s a _ _ CTP MAINTENANCE LEGEND: I ! -L-- �- SHEET 6 OF 20 - ---------J JULY 17, 2014 NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B o ,v a tia CITY OF FORT WORTH MAINTENANCE MAINTENANCE LIMITS N U cp 0 250 500 750 1000 f �� HORIZ. SCALE IN FEET W'i 'PLANTER BOXES ON CITY STREETS MAINTAINED BY ARE NTTA MAINTENANCE. OTHERS 0 C3 FWWR -� bfi 121 NALT I � / R.O.W. � � ���� S-DK R.O.W. ®To« _.N-DK DK-S 121 SALT R.O.W. P f R.O.W. SEC 4 SEC 5 do y CTP MAINTENANCE M� LEGEND: ~� _ - SHEET 7 OF 20 JULY 1712014 NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B N Q ~� CITY OF FORT WORTH MAINTENANCE MAINTENANCE LIMITS t\U 7/17/9n IA 1 � , D 250 500 750 1000 I - HORIZ. SCALE IN FEET I 1 I GRgNBURY RDIFF _ �-- p m , � � R.O.�lil. I I � � - s KIM t -121 NSYC NO MTo« _ I �I, I TOLL GANTRY I e e I � R.O.W. 'I I R.O.W. y rn 121 SSYC I w = w I oI I U)i I a tea` 121SSYC VI j Q pi MAINTAI I I OT ERSNED BYE I I I i I i T CTP MAINTENANCE SHEET 8 OF 20 LEGEND: r� JULY 171 2014 o NTTA MAINTENANCE J �z TxDOT MAINTENANCE EXHIBIT B CITY OF FORT WORTH MAINTENANCE �� MAINTENANCE LIMITS 1 O 250 500 75� 7000 I I I 1 I , HORIZ. SCALE IN FEET 1 1 1 I W, ' I l 1 1 u- R.O.W. I 1 0 1 1 1 I 1 1 I i R.O.W. I I k 1 1 1 —121 NMCP I -—=121NN1CP 1 ,1 1 R.O.W.' , ®TOLL s \ syr AnS1dfCF121 SMCP I I I I TOLL GANTRY I I I 1 ' _ I I couj V I , I w Q / T �I CTP MAINTENANCE SHEET 9 OF 20 LEGEND: NJULY 175 2014 N p tn M , NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B ri CITY OF FORT WORTH MAINTENANCE �� MAINTENANCE LIMITS \ j 0 250 500 750 1000 `\`\ \ HORIZ. SCALE IN FEET 9 Q \ r C7 � 'cG C MAINTAINED BY 1l/ TARRANT COUNTY P R.O.W. Yl _ F TOLL GANTRY TOLL GANTRY R.O.W. ; / \ V iy6 l ►— 010M>" i Lu / 1 to CTP MAINTENANCE LEGEND. SHEET 10 OF 20 cmN \ JULY 177 2014 O . M NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B CITY OF FORT WORTH MAINTENANCE �� MAINTENANCE LIMITS J o zso � Soo zso 1000 HORIZ. 'SCALE ,IN FEET \ R.O.W. - I ' NBFR1 _ O\-'D C' 7 ' 1 6 --T 1 • Lo Co _ ' c+.o + ' 121 NFM R.O.W. 1 N R.O.W. W —SBFR1 ' -n W - ®TOLL ._ - I • Z TOLL GANTRY - -- - i 121 SFM I ; 5 SEC 6 v i � SEC 0 I R.O.W. i � I c I Z � - 2 I i — � � I a I ! CTP MAINTENANCE LEGEND: I _ _ ___�--- , SHEET 11 OF 20 cli-- — JULY 1732014 M NTTA MAINTENANCE J z TxDOT MAINTENANCE EXHIBIT B N Q ~a CITY OF FORT WORTH MAINTENANCE r U MAINTENANCE LIMITS � 7/17/7AtA OLD GNBU6 RD I 1 I am`_ - ----— I 0 250 500 750 1000 HORIZ. SCALE IN FEET I 1 I I ' ► P° III _ —_-- NBFR2 FlI'I ,� 0o 9 -- MAINTAINED BY �� ► ► \ i 010 JOHNSON COUNTY z►O BIZ N R.O.W. =+' ❑ QIO di �� ►1' ~►� + _ 1 0 -- -, o � - SBFR2 ` II TOLL GANTRY « I SB ' © 'J - MAINTAINED BY _-_- `-' � —a ❑ � - - ,I � JOHNSON COUNTY M ' l--I--1 - --- r w ItI w II-- _-__ -- -------- III I T i It CTP MAINTENANCE SHEET 12 OF 20 LEGEND: II oN 1 JULY 17, 2014 , NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B o N Q \V- N U MAINTENANCE LIMITS 0 250 500 750 1000 HORIZ. SCALE IN FEET \ L-- MAINTAINED BY JOHNSON COUNTY O O` R.O.W. ' �I Ilk - - o« — I \ ` i l � R.O.W. LLI I 'I 1 — z CTP MAINTENANCE o� LEGEND: I , SHEET 13 OF 20 ro ' JULY 175 2014 NTTA MAINTENANCE J �-z TxDOT MAINTENANCE EXHIBIT B o cu a a- MAINTENANCE LIMITS N U 7/1T/9nta MA1 TAINED 1 --r'- \ / JOHNSON COUNTY MAINTAINED BY / \0, /% JOHNS, NCOUIVTi--. 7' = 0 250 500 750 1000 / HORIZ. SCALE IN FEET R.O.W. '. ui / R.Q.W. LLI \ / ®TOLL S NBFR3 R.O.W. SBFR3 NBFR3 ' • • '\ MAINTAINED BY a, JOHNSON COUNTY R.O.W. v � SBFR3 • � \� CTP MAINTENANCE LEGEND: __ \ , ,/ SHEET 14 OF 20 M D _ � � JULY 17, 2014 NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B o.. N Q N~° MAINTENANCE LIMITS U 7/f 7/9fl1t w 0 250 500 Iso 1000 /� I HORIZ\SCALE IN FEET MAINTAINED BY -- \ `\ JOHNSON COUNTY t— , 1 NBFR4 NBE MAINTAINED BY\ �p w \ JOH SON COUNTY 1 s \ \ ; � o -i— � F ` SBFR4 ��. ] �� ' I- w A\ \ \ \ O.W. l�OCL w j I z J LLI uj 1 co T CTP MAINTENANCE L ul LEGEND: SHEET 15 OF 20 �"i roM , JULY 17, 2014 - N NTTA MAINTENANCE J Z TxDOT MAINTENANCE EXHIBIT B oW N Q �� MAINTENANCE LIMITS EXHIBIT C Properties to be Conveyed (Section I. F.) [see following page(s)] EXHIBIT C-AMENDMENT#3 TO CONTRACT-121T/TARRANT COUNTY-PAGE 1 OF EXHIBIT C PROPERTIES TO BE CONVEYED PARCEL OWNER Section 01 501 City of Fort Worth 502 City of Fort Worth 503 City of Fort Worth Section 02 51 Howell Instruments, Inc 53 Pts. 1 &2 John Robert Kimzey Jay D. Printz and Wife, Barbara D. 55 Printz 56 Pts. 1 & 2 Loftin V. Witcher 58 Pts. 1, 2, 3 &4 Union Pacific Railroad Company 59 Wm. Cameron & Co. 60 Conti Partners, Ltd. 61 Ada M. Carr 62 Pt. 1" R.D. Moses and Wife, Beverly Moses 62 Pt. 2 R.D. Moses Tarrant County Water Control and 64 Pt. 2 Improvement District Number One 65 Marcia Lee Anglin Cato 66 Clover Vickery Joint Venture 67 Howard F. Kane 68 Manor Investment Company 69 Lof-Jon Realty Company 70 William F. Runyon Bobby P. Houk and Wife, Bonnie 71 Grace Houk 72 Jimmy Edward Garcia 73 Nancy J. Carpenter Peter Schaar 74 Julie Schaar 75 Douglas W. Black and Jill T. Black 76 Marshall T. Robinson Marshall T. Robinson and Wife, 77 Michael Ann Robinson 78 James Franklin Vreeland 79 James F. Vreeland 80 Edwin S. Wittenberg