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Home My WebLink AboutContract 31709 CITY SECRETARY CONTRACT NO. Infrastructure Development Agreement This Infrastructure Development Agreement (this "Agreement") is executed between the City of Fort Worth, Texas, (the "City") and Edwards Geren Limited (the "Family") to be effective the 26th day of April, 2005. The City and the Family are individually referred to as a "Party" and collectively as the "Parties". WHEREAS, the Family is the owner of (i) approximately 730 acres located within the corporate limits of the City north of Highway 183 and south of West Vickery Street (on both sides of the Trinity River) as depicted on Exhibit A (the "North Tract") and (ii) approximately 300 acres located within the corporate limits of the City south of but not adjacent to Interstate I- 20 as depicted on Exhibit A (the "South Tract") (the North Tract and the South Tract are referred to as the "Ranch"); and WHEREAS, the City is responsible for acquiring right-of-way for the proposed Southwest Parkway (also referred to as State Highway 121-T), a limited access divided highway, with no service or access roads, that will bisect the Ranch as depicted on Exhibit A (the"Project"); and WHEREAS, the City-preferred route for the Project will require a total of approximately 187 acres of right-of-way from the Ranch (the "Project ROW") consisting of approximately 143 acres from the North Tract and approximately 44 acres from the South Tract; and WHEREAS, the City, in accordance with the authorization of the City Council of the City, offered the Family as just compensation for the City's taking of the Project ROW(i) the payment to the Family of a cash sum plus (ii) the construction by the City of specific Project-related arterial roadways and utility infrastructure improvements within the North Tract including water, sewer, storm water, and utility improvements but excluding storm water detention facilities (all as more particularly described on Exhibit B, the "Project-Related Infrastructure") upon the condition that the Family dedicate to the City the additional right-of-way owned by the Family and required for the Project-Related Infrastructure (the "Project-Related ROW"); and WHEREAS, the Family accepted the City's offer of compensation; and WHEREAS the City and the Family desire to set forth their understanding with regard to the obligations of the City to design and construct the Project-Related Infrastructure. NOW THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Schedule. a. The City agrees to construct the Project-Related Infrastructure in accordance with the schedule on Exhibit C (the "Approved Infrastructure Schedule") provided that the Family conveys to the City indefeasible fee-simple title to all right-of-way (in addition to the Project ROW) owned by the Family and necessary for construction of the Project-Related Infrastructure in accordance with the Approved Plans and Specifications and the Design Upgrades, if any, as Page 1 � � 9 1,L kiCQ�2 b FT. WOM, M. such terms are defined in Section 2 hereof. The Family shall have the right to revise the Approved Infrastructure Schedule from time to time (based solely on the Family's projected development schedule for the Ranch) so long as such revisions do not materially and adversely impact any then-existing contracts to which the City is a party for the design or construction of the Project-Related Infrastructure. The Family shall advise the City, in writing, of all proposed changes to the Approved Infrastructure Schedule, and the City shall have 30 days within which to respond, specifically identifying any impacts to then-existing contracts to which the City is a party; and if the City fails to respond, the revisions shall be deemed to have no impact on any then-existing contracts. b. The City shall have the right, but not the obligation, to design and construct the Project-Related Infrastructure in advance of the Approved Infrastructure Schedule so long as such advanced construction does not unreasonably interfere with the Family's projected development schedule for the Ranch. The City shall give the Family at least 60 days' prior written notice that the City intends to design and construct any of the Project Related Infrastructure in advance of the Approved Infrastructure Schedule; and the Family shall have 30 days after receiving such notice within which to advise the City regarding any unreasonable interference with the Family's projected development schedule for the Ranch. If the Family fails to advise the City of such interference within such 30-day period,the City's advanced design and construction schedule shall be deemed approved. C. The Family shall have the right, but not the obligation, to design and construct all or any portion of the Project-Related Infrastructure in advance of the Approved Infrastructure Schedule so long as such advanced construction does not materially and adversely impact any then-existing contracts to which the City is a party for the design or construction of the Project- Related Infrastructure. The Family shall give the City at least 60 days' prior written notice that the Family intends to design and construct any of the Project Related Infrastructure in advance of the Approved Infrastructure Schedule; and the City shall have 30 days after receiving such notice within which to respond, specifically identifying any impacts to then-existing contracts to which the City is a party; and if the City fails to respond within such 30-day period, the Family's advanced design and construction schedule shall be deemed approved. 2. Plans and Specifications; Future Project Easements. a. The City, at its sole cost and expense, shall prepare and submit to the Family (in accordance with the Approved Infrastructure Schedule and at least 60 days prior to the date bid packages containing final plans and specifications are scheduled for release to prospective bidders)preliminary plans and specifications for each phase of the Project-Related Infrastructure. The Family shall review and comment on the preliminary plans and specifications within 30 days after they are submitted to the Family; and if the Family fails to provide written comments within such 30-day period, the preliminary plans and specifications shall be deemed approved. If during such 30-day period the Family requests changes that are reasonably required to construct the Project-Related Infrastructure in accordance with Exhibit C, then the City shall incorporate such changes in the final plans and specifications. If during such 30-day period the Family requests changes that are not reasonably required to construct the Project-Related Infrastructure in accordance with Exhibit C (the "Design Upgrades"), the City shall nevertheless use its best efforts to incorporate the Design Upgrades in the final plans and specifications unless the Design Page 2 � ,� 'ak U' � i li L'Ti��YC�If� O�4tl� Upgrades would increase the estimated cost of the Project-Related Infrastructure; in which case, the preliminary plans and specifications prepared by the City shall be deemed approved without the Design Upgrades (the "Approved Plans and Specifications"). The Design Upgrades shall, however, be included in the bid packages with instructions that the Design Upgrades be bid in the alternative. The City shall provide the Family a copy of each completed bid package for the construction of Project-Related Infrastructure and shall advise the Family of all scheduled bid openings at least 15 days in advance. b. If the Family elects to design and construct all or any portion of the Project- Related Infrastructure in advance of the Approved Infrastructure Schedule, the Family shall prepare and submit to the City (in accordance with the City's March 2001 Policy for the Installation of Community Facilities) preliminary plans and specifications for each phase of the Project-Related Infrastructure. C. It is the intent of the Parties that, to the maximum extent possible, all utilities (including drainage improvements) required for the Project, the Project-Related Infrastructure and the Project Bridge shall be constructed within public right-of-way available for such projects (including, but not limited to, the Project ROW and the Project-Related ROW). The Parties acknowledge and agree, however, that the design and construction of the Project, the Project- Related Infrastructure and the Project Bridge will require temporary construction easements and may require permanent water, sewer and drainage easements (collectively, the "Project Easements"). The Family agrees to grant such Project Easements, from time to time, at no cost or expense to the City, Tax Increment Reinvestment Zone Number Eleven, City of Fort Worth, Texas or its Board of Directors, or the State of Texas provided (1) the area of each Project Easement is as small as reasonably possible and is configured to minimize any adverse impact on the development of the land burdened by such easement, (2) the duration of each temporary project is finite and as short as reasonably possible, (3) each temporary Project Easement prohibits the location or storage of all environmentally hazardous materials and requires restoration of the land upon termination of the easement, (4)no permanent Project Easement will materially increase the cost to develop the land burdened by the easement, and (5)the terms and conditions of the instruments creating such Project Easements are otherwise approved by the Parties, which approvals shall not be unreasonably withheld. Notwithstanding the foregoing, however, if any required permanent Project Easement will materially increase the cost to develop the land burdened by the easement (as determined by an independent engineer acceptable to both the Family and the City), the Family shall nevertheless be obligated to grant such permanent Project Easement provided the City compensates the Family for such additional development costs. 3. Construction. a. The City shall: (i) at the sole cost and expense of the City, construct the Project- Related Infrastructure in accordance with the Approved Plans and Specifications and the Approved Infrastructure Schedule, and (ii) at the sole cost and expense of the Family, construct the Design Upgrades. The City shall not, however, be obligated to award any contract for the construction of the Project-Related Infrastructure, or any portion thereof, until the Family has dedicated the Project-Related ROW. The City shall provide the Family a copy of all executed contracts for the construction of Project-Related Infrastructure, including all amendments Page 3 thereto, and shall advise the Family of, and allow the Family to participate in, meetings with the contractors. The City shall advise the Family in writing of any alleged events of default (or alleged non-performance which with the giving of notice or passage of time would constitute an event of default) under contracts for the construction of Project-Related Infrastructure (including a copy of any notices of default or non-performance given by the City to any contractors). The City shall provide the Family copies of all schedules for the construction of the Project-Related Infrastructure (whether prepared by the City or by any contractors) and shall immediately advise the Family of any material delays that are encountered or anticipated. The Parties agree that time is of the essence in the design and construction of the Project-Related Infrastructure in accordance with the Approved Infrastructure Schedule. b. If the Family elects to construct all or any portion of the Project-Related Infrastructure, the Family shall do so in accordance with the City's March 2001 Policy for the Installation of Community Facilities. 4. Funding. a. Prior to or concurrently with the conveyance or donation of the Project ROW (and as an express condition to the obligation of the Family to convey or donate the Project ROW), all of the following shall occur: (1) the City shall deposit $11,163,481.25 with Alamo Title Company (the "Title Company") in an escrow account (the "Escrow Account") governed exclusively by the terms and conditions of the escrow agreement attached herewith as Exhibit D (the "Escrow Agreement"); and (2) an officer of the City shall deliver to the Family a written certification stating (a) that the Escrow Account has been duly created in accordance with the terms of the Escrow Agreement, (b) the amount of funds deposited into the Escrow Account, and (c) the account or code number(or other form of account or project identification or designation) that uniquely identifies the Escrow Account. The Escrow Account or any funds withdrawn from such account shall not at the time be commingled with any other funds of the City, be pledged as security for any obligations or indebtedness of the City, or otherwise be encumbered in any way that would prevent such funds from being used solely for the purposes permitted by this Section 4.a. The City shall provide to the Family quarterly (or more frequently upon the written request of the Family) a written accounting (certified by an officer of the City) showing the balance in the Escrow Account as of the date of certification and showing all withdrawals from and deposits to the Escrow Account since the last certified accounting (including a detailed description of the purposes for which each withdrawal and deposit was made). b. The obligation of the City to design and construct the Project-Related Infrastructure is not limited by the amount initially deposited into the Escrow Account pursuant to Section 4.a of this Agreement. If at any time the Family believes that the balance of the Escrow Account is inadequate to complete the design and construction of the Project-Related Infrastructure, the City, upon written request from the Family (not more frequently than quarterly), shall prepare and provide to the Family a written estimate of the cost to complete the Project-Related Infrastructure. The Family shall review and comment on the City's written estimate within 30 days after it is submitted to the Family, and if the Family fails to provide written comments within such 30-day period, the City's estimate shall be deemed approved. If the Family disagrees with the City's estimate within such 30-day period, the City shall use all reasonable efforts to resolve the disagreements within 30 days after receiving he E-9—flu9s VMKJG11 k"ROU Page 4 CITY 5CIR Y W011H, fix, comments; however, if at the end of such second 30-day period the disagreements cannot be resolved, then the City's cost estimate shall be deemed approved (the "Approved Cost to Complete"). If at any time the Approved Cost to Complete is greater than the balance remaining in the Escrow Account, the City shall promptly deposit additional funds into the Escrow Account such that the balance equals or exceeds the Approved Cost to Complete. Each additional deposit into the Escrow Account shall be accompanied by a written certification of an officer of the City that such deposit is legally authorized, in the same manner as that required by Section 4.a of this Agreement for the initial deposit into the Escrow Account. Except for expenditures authorized by this Agreement, the balance in the Escrow Account shall not be reduced without the prior written consent of the Family. Upon completion of the Project-Related Infrastructure and the inspection and acceptance thereof by the City, the Escrow Account may be terminated by the City upon not less than 60 days' written notice to the Family, which notice shall be accompanied by a final accounting certified by an officer of the City. Upon termination of the Escrow Account, any remaining funds shall be returned to the City's general fund and may be used for any purpose. C. The City acknowledges and agrees that, if the Family elects to design or construct all or any portion of the Project Related Infrastructure, the Family shall be entitled to be reimbursed from the Escrow Account for costs related thereto provided such design and construction is completed in accordance with the City's March 2001 Policy for the Installation of Community Facilities. Any Community Facilities Agreement executed by the Parties to permit the Family to design and construct all or any portion of the Project Related Infrastructure shall specify that developer's financial guarantee shall be satisfied with funds in the Escrow Account. Such funds shall be withdrawn from the Escrow Account in the same manner as if the City designed and constructed the Project Related Infrastructure. 5. Default and Remedies. a. Default. No Party shall be in default under this Agreement until (1) written notice of the alleged failure of such Party to perform under this Agreement has been given to such Party, which written notice shall specify in reasonable detail the nature of the alleged failure, and (2) such Party has been given a reasonable time to cure the alleged failure (such reasonable time determined based on the nature and extent of the alleged failure, but in no event less than 15 days after written notice of the alleged failure has been given). b. Remedies. If a Party is in default under this Agreement (as defined by Section 5.a of this Agreement), then the aggrieved Party shall be entitled to specific performance, injunctive relief, mandamus, and damages (each of such remedies to the maximum extent permitted by applicable law); however, neither Party shall be entitled to terminate this Agreement. In addition, if the City is in default under this Agreement with respect to its obligations to design and construct the Project-Related Infrastructure pursuant to this Agreement: (1) the Family shall have the right, but not the obligation, to perform such obligations of the City including, but not limited to, the preparation of plans and specifications and the bidding and award of construction contracts, and (2)the Title Company shall pay funds from the Escrow Account (either directly to engineers, consultants, and contractors or as reimbursements to the Family) for such performance by the Family. If the Title Company has paid funds from the Escrow Account to the City and the City has failed to use such funds to design and construct the Page 5 Project-Related Infrastructure pursuant to this Agreement, then the City shall pay such funds (either directly to engineers, consultants, and contractors or as reimbursements to the Family)for such performance by the Family. The remedies set forth in this Section 5.b shall be the sole and exclusive remedies of the Parties for any default under this Agreement. Notwithstanding anything to the contrary herein, if after notice and opportunity to cure as provided by Section 5.a, the City fails to design and construct any of the Project-Related Infrastructure pursuant to this Agreement, and, pursuant to this Section 5.b, the Family elects to perform any of the City's obligations to design and construct the Project-Related Infrastructure, (1) the Family shall notify the City in writing of its intention; (2) any then-existing contracts for design and/or construction of the Project-Related Infrastructure to which the City is a party shall be assigned to the Family, and the Family shall not enter into any other contracts for work covered by such then-existing contracts; (3) for any construction work other than that already covered by a contract referenced in subsection (2) above, the Family shall prepare and submit to the City (in accordance with the City's March 2001 Policy for the Installation of Community Facilities) preliminary plans and specifications for each phase of the Project-Related Infrastructure that the Family has elected to construct for review and comment by the City in accordance with Section Lc, and construction of any such Project-Related Infrastructure shall be in accordance with the City's March 2001 Policy for the Installation of Community Facilities; and (4) for any design or construction work other than that already covered by a contract referenced in subsection (2) above, the Family shall provide the City with fully-executed copies of all contracts for such work. If the Title Company has paid funds from the Escrow Account to the Family and the Family has failed to use such funds in accordance with the contract covering such work, then the Family shall either pay such funds directly to engineers, consultants, and contractors as required by the contract or deposit an amount equal to such funds into the Escrow Account. 6. Term. This term of this Agreement shall commence on the date of its execution by both the City and Family and shall continue until the earlier to occur of. (a) the termination of the Escrow Account as provided by Section 4.b of this Agreement, (b) April 30, 2005, if by such date the Family has not conveyed or donated the Project ROW to the City, or (c) December 31, 2024. 7. Assignment. a. The Family may assign, in whole or in part, its rights, duties, and obligations under this Agreement to any owner or developer of all or any part of the Ranch provided such assignment is in writing and obligates the assignee to be bound by the terms and conditions of this Agreement and provided a copy of such fully executed assignment is given to the City. To the extent any rights, duties, or obligations are assigned by the Family, the Family shall thereafter be released from such rights, duties, and obligations and the City agrees to look solely to the assignee. Notwithstanding the foregoing, however, no assignment by the Family shall release the Family from any liabilities that might have arisen prior to the effective date of any assignment. b. The City may not assign, in whole or in part, its rights, duties, and obligations under this Agreement. Page 6 r , o '111 C1 'I' I f 8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the design and construction of the Project-Related Infrastructure and supersedes all prior agreements, whether oral or written, covering the same subject matter. This Agreement may not be modified or amended except in writing executed by both Parties. 9. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, such unenforceable provision shall be deleted from the Agreement, and this Agreement shall continue in full force and effect and the remainder of this Agreement shall be interpreted to fulfill the intent to the Parties to the fullest extent possible. 10. Applicable Law/venue. This Agreement is entered into under and pursuant to, and is to be construed and enforceable in accordance with, the laws of the State of Texas, and all obligations of the Parties created hereunder are performable in Tarrant County, Texas. Venue for any action to enforce or construe this Agreement shall be Tarrant County, Texas. 11. Authority and Enforceability. a. The City represents and warrants that this Agreement has been approved by resolution or ordinance duly adopted by the City Council of the City and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. The City acknowledges and agrees (1) that this Agreement, when executed on behalf of the City, shall be binding upon the City and enforceable against the City in accordance with its terms and conditions, (2) that the City's monetary obligations under this Agreement (including, but not limited to, the obligation to design and construct the Project-Related Infrastructure) are performable using currently and legally available funds duly appropriated by resolution of the City Council and deposited into the Infrastructure Fund, and (3) that the performance by the City of its duties and obligations under this Agreement does not bind, impair, or otherwise adversely affect the exercise by the City of any governmental discretion, governmental authority, or governmental functions. The City waives any claim or defense that this Agreement is unenforceable on the grounds that the monetary obligations of the City constitute "unconstitutional debt" or that any obligations of the City bind, impair, or otherwise adversely affect the exercise by the City of any governmental discretion, governmental authority, or governmental functions. The City also waives immunity from suit and immunity from liability with respect to any event of default under this Agreement. b. The Family represents and warrants that this Agreement has been approved by appropriate action of Edwards Geren Limited, that the individual executing this Agreement on behalf of the Family has been duly authorized to do so, and that, when executed by such individual, this Agreement shall be binding upon and enforceable against the Family. 12. Notices. Any notices or other communications (a "Notice") required or contemplated by this Agreement shall be in writing and shall be deemed provided, delivered, or given by one Party to the other Party when: (a) if sent by Certified United States Mail, Return Receipt Requested, when received as evidenced by the U.S. Postal Service receipt; (b) if sent by private delivery service (such as UPS or FedEx), when received as evidenced by the delivery service receipt; (c) if sent by FAX or as an e-mail, when received; or (d) if sent by any other method, Page 7 OFFI IAll CIT' S"':12MV FT, WININ I fix, when received. A Notice shall be deemed "received" by the Party to whom it is addressed if there is evidence of delivery to any person at the address set forth below regardless of whether the Notice was delivered to the named recipient. For purposes of this Agreement, all Notices shall be given to the Parties at the address set forth in this Section 12. Any Party may change its notice address by giving notice of the changed address in the manner set forth in this Section 12. If to the City: The City of Fort Worth Attn: Bryan Beck 121 Project Coordinator 1000 Throckmorton Street Fort Worth,Texas 76102 Phone: 817.392.7909 Fax: 817.392.7854 Email: Bryan.Beck@fortworthgov.org with copies to the City Manazer and the City Attorney at the same address as above. If to the Family: Edwards Geren Limited Attn: Scott Walker 4200 South Hulen, Suite 640 Fort Worth,Texas 76109 Phone: 817.731.7396 Fax: 817.731.7398 Email: scott(�casscoland.com 13. Force Majeure. It is expressly understood and agreed by the Parties that if the performance of any obligations or rights hereunder are delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations or interferences other than those within the control of the City; acts of the other Party, its affiliates/related entities and or their contractors; any actions or inactions of third parties; or other circumstances which are reasonably beyond the control of the Party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the Party so obligated or permitted shall be excused from doing or performing the same during such period of delay and the amount of time allotted for such Party to do or perform such obligation or right shall be extended for a period of time equal to the period of delay. 14. Recitals. The recitals contained in this Agreement are true and correct and constitute the basis upon which the Parties entered into this Agreement. 15. Exhibits. The following exhibits are attached hereto and incorporated as part of this Agreement. Exhibit A Depiction of the Ranch and the Project Exhibit B Project Related Infrastructure Page 8 Exhibit C Approved Infrastructure Schedule Exhibit D Escrow Agreement EXECUTED to be effective as of the date set forth in the first paragraph of this Agreement. THE CY O ORTnWTA,TEXAS APPROVED AS TO FORM/LEGALITY: By: By: Marc A. Ott Peter Vaky Assistan City Manager Assistant City Aorney Date: M&C: C-20437 /2-7-04 . 4s amendCd by C-2D6$S �f'26'DS EDWARDS GEREN LIMITED, a Texas limited partnership Attested By: By. dl& �' /� Cass O. Edwards, II, LL Its General Mana er MarY t Hen Z City Secretary Date: Page 94� �r r u� f I - I k, rr A L X UL lv Legend North Tract Exhibit A Edwards Ranch North Tract and project OFFICIAL If Exhibit A to Infrastructure Development Agreement—Page 1 CITY �IC`�VA lt I WOM, fix, o �a a #`w ■ �, , 40 lot At w " 't w , ti T t IL •' m Legend U 11QM Tnp �+4 SwF TtW SH 121T Exhibit A Edwards Ranch - 14 Acre Tract, South Tract and Project OFFICIAL RUB Exhibit A to Infrastructure Development Agreement—Page 2 CITY Sia,REMY FT. WORTH, TEX. Exhibit B Project-Related Infrastructure Memorandum of Agreement Between The City of Fort Worth And Edwards Geren Limited revlsed2_Intrastruclure_Development AWwniont ExNbit B_042005_gs.xis Pape 1 of 17 ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST Edwards Ranch Over-All Infrastructure Cost Opinion Phases A-1, A-2, B-1, B-2 and B-3 Fort Worth, Texas DA]No.2002070 CONSTRUCTION PHASE A-1 CONSTRUCTION COSTS $4,143,725.00 PHASE A-2 CONSTRUCTION COSTS $3,384,262.50 PHASE 13-1 CONSTRUCTION COSTS $1,030,950.00 PHASE B-2 CONSTRUCTION COSTS(Revised 1-18-04) $1,103,093.75 PHASE B-9 CONSTRUCTION COSTS(Added 04-20-05) $1,501,450.00 TOTAL PROBABLE CONSTRUCTION COST $11,163;481.25 Date 07129/2003 Revised 0111912004 to remove portion of Arborlawn Drive south of Bellaire Drive Revised 0811012004 to change water and sower Items par Bryan Back's request. Revised 06/21/2004 to change excavation and light standards per Bryan Back's request Revised 04/20/05 to add Phase B-0 nvi�lr*-I ucWro Dwsbp~t-Agmw Mtt E)NULa 6/2006_rls.xls Papp 2 or 17 0FFIcJki kkCCo fi CITY FY tWVIClllI I�L�� Edwards Ranch-Phase A-1 Construction REM DESCRIPTION QTY/UNR I PRICE AMOUNT I. EARTHWORK 1 Unclassified street excavation 16 CY $3.00 $48,000.0 2 Unclassified general excavation(additional excavation 5,000 CY $3.00 $15,000.0 outside of ROW,but required for construction of street) 3 Clearing andrubbin 1 LS $5,000.001 $5 000.0 4 Erosion control 1 LS $10,000.001 $10,000.0 SUBTOTAL $78,000.00 It. WATER DISTRIBUTION SYSTEM 1 16-inch water line 1900 LF $50.00 $195,000.0 2 8-inch water line 330 LF $18.00 $5,940.001 3 16-Inch gate valve with box 12 EA $7,000.00 $84,000.001 4 8-Inch gate valve with box 6 EA $650.00 $3,900.001 5 6-inch gate valve with box 4 EA $500.00 $2,GOO.001 6 Standard fire hydrant 4 EA $1,500.00 $6,000.001 7 Cast Iron fittings 4 TN $3,000.00 $12,000.0 8 Trench backfill testing 4230 LF $1.00 $4,230.001 9 Crushed limestone miscellaneous placement 5 CY $5.00 $25.001 10 T 'B'concrete miscellaneous placement 5 CY $5.00 $25.0 SUBTOTAL $313,120.0 III. SANITARY SEWER COLLECTION SYSTEM 1 12-Inch main all depths) 700 LF $60.00 $42,000. 2 10-inch main all depths) 2,300 LF $30.00 $69,000. 3 4-foot diameter manhole 8 EA $1200.00 $9,600.0 4 4-foot standard manhole vertical extension 15 VF $100.00 $1,500. 5 5-foot diameter offset manhole 1 EA $2000.00 $2,000.. 6 Trench safety 3 000 LF $1.50 $4,5DO.001 7 Trench backfill testing 3,000 LF $1.00 $3,000.001 8 Post construction TV inspection 3,000 LF $1.00 $3,000-001 9 Crushed Iknestone miscellaneous placement CY $5. $25-001 10 Class'B'concrete miscellaneous placement 51 CY $5.00 $25. SUBTOTAL $134,650.001 reviW2 Inhwtructure DswWprnent_lgresmsn(,Exhlbit B 042005 gs.xls Page 4 of 17 OFFI 1 wL ROADi CITY SK-111TAQy F °O STH, TEX. ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST Edwards Ranch Infrastructure Cost Opinion For "Clearfork Crossing/Stonegate" Property 'A' Phase A-1 Clearfork Crossing (110' R.O.W.) & Stonegate (110' R.O.W.) from Hulen to Phase A-2 Fort Worth, Texas DAI No.2002070 MNSTRUCTION COSTS I. EARTHWORK $78,000.00 H. WATER DISTRIBUTION SYSTEM $313,120.00 III. SANITARY SEWER COLLECTION SYSTEM =134,850.00 IV. STORM DRAIN COLLECTION SYSTEM $245,710.00 V. STREET LANDSCAPE AND IRRIGATION $148,000.00 VI. PAVING $807,500.00 VII. BRIDGE OVER TRINITY RIVER $1,590,000.00 SUBTOTAL CONSTRUCTION COST $3,314,980.00 PROFESSIONAL CONSULTING SERVICES(includes landscape design, project consultation,engineering,surveying,preliminary and final platting® $497,247.00 15%of subtotal consh;dlon costs.) 10%CONTINGENCY ON SUBTOTAL CONSTRUCTION $331,498.00 TOTAL PROBABLE CONSTRUCTION COST $4,143,725.00 r*A d2_In*=MxWn_Dsvdopment AommmLExNbit B 042005_rjejb Pape 3 of 17 Edwards Ranch-Phase A-1 Construction REIN DESCRIPTION QTY/UNIT PRICE AMOUNT IV. STORM DRAIN COLLECTION SYSTEM 1 21-inch RCP pipe 440 LF $35.00 $15,400.001 2 30-Inch RCP pipe 600 LF $65.00 $39.000.001 3 36-inch RCP pipe 600 LF $75.00 $45,000.001 4 484nch RCP pipe 900 LF $110.00 $99,000.0 5 10-foot curb inlets 9 EA $2,000.00 $18,000.0 6 4-foot storm drain manholes 2 EA $2,500.00 $5000.0 7 5-foot storm drain manholes 1 EA $3,000.00 $3,000.0 8 48" a"A"sloped headwall 1 EA $5,000.00 $5000. 9 12-inch-184nch grouted rock rubble ri a 250 SY $50. $12,500.0 10 Trench backfill density testing 2,540 LF $1.50 $3,810.0 4 SUBTOTAL $245,710.0 V. STREET LANDSCAPE AND IRRIGATION 1 Landscape plant material and grass installed in median 3,400 LF 1 $40.00 $136,000.0 and parkways 2 1 Irrigation system 11 LS 1 $10.000.001 $10,000.00 SUBTOTAL $148,000.0 VI. PAVING 2-27-feet F-F(110'ROW),8-inch thick reinforced 1 concrete street w!74nch curbs,Joint sealing,lime 3,400 LF $178.00 $605,200.0 stabilized sub rade jg 3211 lime/SY 2 4-foot wide concrete sidewalks both parkways) 6,800 LF $24.00 $163,200.0 3 Street LI ht Pole Bases and Conduits 17 EA $2,300. $39,100.001 SUBTOTAL $807,500.00 VII. BRIDGE OVER TRINITY RIVER 1 Bridge Deck(includes abuttments,sidewalk and 36,000 SF 1 $40.00 $1,440,000.0 railing) 2 113ridge Piers 501 EA 1 $3,000.001 $160,000.00 SUBTOTAL $1,590,000.0 SUBTOTAL PROBABLE COST $3,314,940,00 mviaed2_k tmsbu -o_D*ve4 nt Agmsment_Exhibft B Q42000_r@.xls Page 5 of 17 'y OFFICIAL RECVkt CITY SECIR Y FT. 119MAYRTH, fix. ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST Edwards Ranch Infrastructure Cost Opinion For "Clearfork Crossing/Stonegate" Property 'A' Phase A-2 Stonegate (110' R.O.W.)from Bryant Irvin to Phase A-1 Fort Worth, Texas DAI No.2002070 N COSTS I. EARTHWORK $111,000.00 II. WATER DISTRIBUTION SYSTEM $378,000.00 III. SANITARY SEWER COLLECTION SYSTEM $217,950.00 IV. STORM DRAIN COLLECTION SYSTEM $320,460.00 V. STREET LANDSCAPE AND IRRIGATION $255,000.00 VI. PAVING $1,425,000.00 SUBTOTAL CONSTRUCTION COST $2,707,410.00 PROFESSIONAL CONSULTING SERVICES(Includes landscape design, project consultation,engineering,surveying,preliminary and Mal platting $406,111.50 15%of subtotal construction costs.) 10%CONTINGENCY ON SUBTOTAL CONSTRUCTION $270,741.00 TOTAL PROBABLE CONSTRUCTION COST $3,394,262.50 nvt�d?��rrrarlru�_ow.�op�.rnc�,pn�.R»nt E�dNbft B ot2oaf r}xU CITY 1McE—Aff FT. WORK TEX1, Edwards Ranch-Phase A-2 Constructlon ITEM DESCRIPTION QTYIUNIT PRICE AMOUNT I. EARTHWORK 1 Unclassified street excavation 24 500 CY S3.00 $73,500.0 2 Unclassified general excavation(additional excavation 7,50 CY $3.00 $22,500.0 outside of ROW,but required for construction of street) 3 Clearing and grubbing 1 LS $5,000.00 $5,000,001 4 Erosion control 1 LS 510 000.00 $10,000.04 SUBTOTAL $111,000.0 Ii. WATER DISTRIBUTION SYSTEM 1 16-inch water line 6,0 LF $50.00 $300,000.001 2 8-inch water line 550 LF $18.00 $9,900.0 3 16-Inch gate valve with box 4 EA $7,000.00 $28,000.001 4 8-inch gate valve with box 10 EA $650.00 $6,500. 5 6-inch gate valve with box 6 EA $500.00 $3,000.0 6 Standard fire hydrant 6 EA $1,500.00 $9,000.001 7 Cast iron fittings 5 TN $3,000.00 $15,000.001 8 Trench backfill testing 61550 LF $1.00 $6,550.0 9 Crushed limestone miscellaneous placement 5 CY $5.00 $25. 10 Type'B'concrete miscellaneous placement 5 CY $5.00 $25. SUBTOTAL $378,000.0 III. SANITARY SEWER COLLECTION SYSTEM 1 12-inch main all depths) 300 LF $60.00 $18.000.001 2 10-inch main all depths) 51 LF $30.00 $159000. 3 4-foot diameter manhole 14 EA $1,200.00 $16,800.0 4 4-foot standard manhole vertical extension 25 VF $100.00 $2500.0 5 5-foot diameter offset manhole 1 EA $2,000.00 S2000. 6 Trench safety 5,600 LF $1.50 $8,400. 7 Trench backfill testing 5 600 LF $1.00 $5.600 8 Post construction TV inspection 5 600 LF $1.00 $5,600.001 9 Crushed limestone miscellaneous placement 5 CY $5. $25.0 10 Class'13'concrete miscellaneous placement 5 CY $5. $25.0 SUBTOTAL :217,950.0 revLW2_lnhnstrucbrs_DwNapm@nLAgnmv ent ExNbl B 042005 rsxls HI F1. °1°0iIHt IEK. Edwards Ranch-Phase A-2 Construction REM DESCRIPTION JQTY1UNrrj I PRICE I AMOUNT W. STORM DRAIN COLLECTION SYSTEM 1 21-"RCP pipe 660 LF $35.00 $23,100.001 2 24-Inch RCP pipe 100 LF $45.00 $4,500.001 3 304nch RCP pipe 1,5W LF $65.00 $97,500.001 4 38-Inch RCP pipe 113-0-0- LF $75.00 $97,600.001 5 48-inch RCP pipe 300 LF $110.00 $33,000.90 6 10-foot curb Inlets 14 LF $2,000. $28,000. 7 4-foot storm drain manholes 4 LF 1 52 500.00 $10,000.001 8 5-foot storm drain manholes 1 LF $3,000.00 $3,000.. 9 48'type'A'sloped headwall 1 LF $5,000.00 $5,000.001 10 12-Inch-18-Inch grouted rock rubble rip-rap 300 LF $50.001 $15,000.4 11 ITrench backfMl density testing 3.880 LF $1.001 53 860.0 SUBTOTAL $320A60.001 V. STREET LANDSCAPE AND IRRIGATION 1 �dscape plant material and press installed in median 8Darkways. ,000 LF $40.00 $240,000.0 2 1 Irrigation system 1ILS1 $15,000-001 $15,000.0 SUBTOTAL $255,000.0 VI. PAVING 2-27-feet F-F(110'ROW),84nch thick reinforced 1 concrete street w!7-Inch curbs.Joint seallnp,Ilme 6,000 LF $178.00 $1,068,000.0 stabilized su rade Q 32#lime/SY 2 4-foot wife concrete skfewalks th parkways) 12 LF 1 $24.00 $288,DOO.00 3 Street Light Pole Bases and Conduits 30 EA $2,300.00 $69,000, SUBTOTAL $1,425,000.01 SUBTOTAL PROBABLE COST $2,707,410.00 r-i-d2 Intrasbua4uvk_DavMapmsnLApr— FxNblt 9_0420ps_rlsAa Paps 8 of 17 OF CI IL IEC�►�6 CITY SIECRE Y FT. W10. STH, TEX, ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST Edwards Ranch Infrastructure Cost Opinion For "Arborlawn/Bellaire" Property 'B' Phase B-1 Arborlawn (190' R.O.W.)from Bryant Irvin to SH 121T Fort Worth, Texas DAI No.2002070 CONSTRUCTION COSTS I. EARTHWORK $40,000.00 II. WATER DISTRIBUTION SYSTEM $131,630.00 Ill. SANITARY SEWER COLLECTION SYSTEM $56,100.00 IV. STORM DRAIN COLLECTION SYSTEM $82,530.00 V. STREET LANDSCAPE AND IRRIGATION $77,000.00 VI. PAVING $427,500.00 SUBTOTAL CONSTRUCTION COST $824,780.00 PROFESSIONAL CONSULTING SERVICES(Includes landscape design, projed consultation,engineering,surveying,preliminary and final platting® $123,714.00 15%of subtotal constructlon costs.) 10%CONTINGENCY ON SUBTOTAL CONSTRUCTION $82,476.00 TOTAL PROBABLE CONSTRUCTION COST $1,030,650.00 rsvfs�d2 lr�hwUud�n_ t Exhlb[Le 6t _rNxfs Pap@9a17 Edwards Ranch-Phase B-1 Construction ITEM DESCRIPTION QTY1UNIT I PRICE I AMOUNT 1. EARTHWORK 1 Unclassified street excavatlon 7 CY $3. $22,600.00 2 Unclassified general excavation(additional excavation 2,500 CY $3.00 $7,500.00 outside of ROW,but required for constriction of street) 3 Clearing and grubbing 1 LS $5,000.00 $5,000.0 4 Eroslon control 1 LS $5,000.00 $5,000.21 SUBTOTAL $40,000.001 11. WATER DISTRIBUTION SYSTEM 1 16-Inch water line 1,800LF Mom $90,000.001 2 8-Inch water line 220 LF $18.00 $3,960.001 3 16-Inch gate valve with box 3 EA $7,000.00 $21,000.001 4 8-inch gate valve with box 4 EA $650.00 $2,600.001 5 6-Inch gate valve with box 3 EA $500.00 $1,500.001 6 Standard fire hydrant 3 EA $1,500.001 $4,500.001 7 Cast Iron fittings 2 TN $3,000.00 $6,000.001 8 Trench backfill testing 2020 LF $1.00 $2,020.0 9 Crushed limestone miscellaneous placement 5 CY $5.00 $25. 10 Type'B'concrete miscellaneous placement 5 CY $5. $25.0 SUBTOTAL $131,630. III. SANITARY SEWER COLLECTION SYSTEM 1 10-inch main all depths) 1,500 LF $30.00 $45,000.001 2 4-foot diameter manhole 4 EA $1,200.00 $4,800.001 3 4-foot standard manhole vertical extension 10 VF $100.00 $1,000.001 4 Trench safe 1 500 LF $1.50 $2 250.0 5 Trench backfill testis 1 LF $1.00 $1,600.. 6 Post construction TV Ina 1 LF $1.00 $1,500. 7 Crushed limestone miscellaneous placement 5 CY $5. $25. e Class'B'concrete miscellaneous placement CY $5.00 25.0 SUBTOTAL $56100.0 rovked2_lnt nbruc4ra_DwNopffMn1 AWwn*n Exh bi B 042005 ds.Wa Page 10 Of 17 Edwards Ranch-Phase B-1 ConaftcUon ITEM DESCRIPTION QTY/UNIT PRICE AMOUNT IV. STORM DRAIN COLLECTION SYSTEM 1 21-Inch RCP pipe 220 LF $35.001 $7,700.0 2 30-Inch RCP pipe 500 LF $65.001 $32,500. 3 36-loch RCP pipe 500 LF $75.0 $37,500.001 4 10-foot curb Inlets 4 EA $2,000.001 8,000.001 0 5 4-foot storm drain manholes 2 EA $2,500.4 $5,000. 6 Trench backfill density lestina 1 220 LF S1.501 $1,830.001 SUBTOTAL $92,60. V. STREET LANDSCAPE AND IRRIGATION 1 Landscape plant material and grass Installed in median 1,8001 LF 1 $40. $72,000.0 and parkways 2 Ini2ations stem 11 LS 1 $6,000-001 $5,000.0 SUBTOTAL $77,000. VI. PAVING 2-27-feet F-F(11(Y ROW),8-Inch thick reinforced 1 concrete street w/74nch subs,Joint sealing,lime 1,800 LF $173.00 $320,400.0 stabilized sub rads 921320 lime/SY 2 4-foot wide concrete sldewalks bothparkways) 3 LF $24.00 $88,400. 3 Street Light Pole Bases and Conduits 9 EA $2,300.00 $20,7 . SUBTOTAL $427,5W. SUBTOTAL PROBABLE COST $824,780.00 na..az im m*uftr._o.velop—Aor,wrer,LE)NbiLe a;2oaa_rls.,as POP 11or1r ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST Edwards Ranch Infrastructure Cost Opinion For "Arborlawn/Bellaire" Property 'B' Phase B-2 Arborlawn (110' R.O.W.) from SH 121T to South Side of the Proposed Intersection of Arborlawn & Bellaire Drive (120' R.O.W.) Fort Worth, Texas DAI No.2002070 CONSTRUET-109 COSTS I. EARTHWORK $32,600.00 II. WATER DISTRIBUTION SYSTEM $120,930.00 111. SANITARY SEWER COLLECTION SYSTEM $64,400.00 IV. STORM DRAIN COLLECTION SYSTEM $167,145.00 V. STREET LANDSCAPE AND IRRIGATION $72,000.00 VI. PAVING $425,400.00 SUBTOTAL CONSTRUCTION COST $862,475.00 PROFESSIONAL CONSULTING SERVICES(Includes landscape design. Project consultation,engineering,surveying,preliminary and final platting® $132,371.25 15%of subtotal construction costs.) 10%CONTINGENCY ON SUBTOTAL CONSTRUCTION $88,247.60 TOTAL PROBABLE CONSTRUCTION COST $1,103,093.75 r V*KtZ_tnbUMicga._avebMwwi!Apr..—LE B_04Zaas rs.,as Page U or V Edwards Ranch-Phase B-2 Construction REM DESCRIPTION I 4TY/UNR I PRICE I AMOUNT 1. EARTHWORK 1 Unclassified street excavation 7000 CY $3.00 $21,000.00 2 Unclassified general excavation(additional excavation 1,900 CY $3.00 $5,700.0 outside of ROW,but required for constriction of street) 3 Clearing and grubbing 1 LS $1900.00 $1,900.001 4 1 Erosion control 1 LS S4,'000.00, $4,000.001 SUBTOTAL ;32,600.0 H. WATER DISTRIBUTION SYSTEM 1 16-Inch water line 1,7001 LF $50.00 $85,000.001 2 8-Inch water line 170 LF $18.00 $3,060.001 3 16-Inch gate valve with box 2 EA $7,000.00 $14,000. 4 8-Inch aste valve with box 3 EA $850.00 $1,950.001 5 6-Inch gate valve with box 3 EA $500.00 $1,500.001 6 Standard fire hydrant 3 EA $1,500.00 $4,500.001 7 Cast Iron fiftfts 3 JLF $3000.00 $9,000.001 8 Trench backfill testing1 870 $1.00 $1870.0 9 Crushed limestone miscellaneous lacement 5 $5.00 $25010 T 'B'concrete miscellaneous lacement 5 $5.00 nol SUBTOTAL $120,930. III. SANITARY SEWER COLLECTION SYSTEM 1 104nch main all depths) 1,7 LF $30.00 n$2,000.0 0. 2 4-foot diameter manhole EA $1,200.00 $ 0. 3 4-foot standard manhole vertical extension 6 VF $100. 0.0 4 5-foot diameter offset manhole 1 EA $2,000. 5 Trench 1 700 LF $1.50 $2 550.0 8 ITrench backfill testing 1,700,LF $1.00, $1,700.001 7 Post construction TV Inspection 1,70LF $1.001 $1,700.0 8 Crushed limestone miscellaneous placement CY $5. $25.0 9 IClass'B'concrete miscellaneous placement 1 51 CY 1 $5. $25. SUBTOTAL $64,400. rewsed2_Irrhastruckwid_Dwslopment Aprsanent ExNttLe d12WA o-44 Pape 13 of 17 OFFILML RICO CIT( SIC",IN 1, IT. woRTHI T , Edwards Ranch-Phase B-2 Construction ITEM DESCRIPTION QTY1UNIT I PRICE AMOUNT IV. STORM DRAIN COLLECTION SYSTEM 1 21-inch RCP pipe 330 LF $35.001 $11,550.001 2 24-Inch RCP pipe 0 LF $45.00 $0.0 3 304nch RCP pipe 0 LF $65.00 $0. 4 36-Inch RCP pipe 300 LF $75.00 $22,500.0 5 42-Inch RCP pipe 700 LF $95.00 $66.500.001 6 48-inch RCP pipe 400 LF $110.00 $44,000.0 7 10-foot curb Inlets 6 EA $2,000.00 $12,GOO.001 8 4-foot storm drain manholes 2 EA $2,500.0 $5,000.0 9 5-foot storm drain manholes 1 EA $3,000.00 $3,000.0 10 Trench ball dens testing1 730 LF $1.50 $2595.0 SUBTOTAL $187,145.0 V. STREET LANDSCAPE AND IRRIGATION 1 Landscape plant material and grass installed in median 1,700 LF 1 $40.00 $68,000.0 2 11nigation system 11LSJ $4,000.001 $4,000.00 SUBTOTAL $72,000.00 VI. PAVING 2-36-feet F-F(120'ROW),8-Inch thick reinforced 1 concrete street w!7-Inch curbs,Joint sealing,lime 400 LF $235.00 $94,000.00 stabilized subarade @ 32#lime/SY 2-27-feet F-F(110'ROW),8-Inch thick reinforced 2 concrete street w/1-Inch subs,Joint sealing,lime 1,300 LF $178.00 $231,400.0 stabilized sub rade a 32#lime/SY 3---T4--foot wide concrete sidewalks both parkways) 3,4001 LF I $24.00 $81,600.21 4 IStreet Light Pole Bases and Conduits 1 81 EA $2,300.001 $18,400.001 SUBTOTAL =426,400.0 SUBTOTAL PROBABLE COST sed2,475.00 rav4md2_Inkubvu tu%Dawlopnw d_AW"ffwn Extiblt 8 042=_rltxls Page 14 of 17 C11f SECIETAF FT. WORTH, TE . ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST Edwards Ranch Infrastructure Cost Opinion For "Arborlawn/Bellaire" Property 'B' Phase B-3 Arborlawn (110' R.O.W.) from South Side of the Proposed Intersection of Arborlawn & Bellaire Drive (120' R.O.W.) to International Plaza Fort Worth, Texas Da No.2002070 Added 0420-05 CONSTRUCTION 1. EARTHWORK $52,900.00 II. WATER DISTRIBUTION SYSTEM $191,230.00 Ill. SANITARY SEWER COLLECTION SYSTEM $100,650.00 IV. STORM DRAIN COLLECTION SYSTEM $91,480.00 V. STREET LANDSCAPE AND IRRIGATION $116,000.00 VI. PAVING $648,900.00 SUBTOTAL CONSTRUCTION COST $1,201,160.00 PROFESSIONAL CONSULTING SERVICES(includes landscape design, projed oonsultatlon,engineering,surveying,preliminary and Anal platting® $180,174.00 15%of subtotal construction costs.) 10%CONTINGENCY ON SUBTOTAL CONSTRUCTION $120,116.00 TOTAL PROBABLE CONSTRUCTION COST $1,501,430.00 ►Mnd2 hfrptn+c4"_ Fxl tlbiLB G12003_Aide Papp 13 d 17 Edwards Ranch-Phase B-3 Construction ITEM DESCRIPTION QTYIUNIT PRICE AMOUNT I. EARTHWORK 1 Unclassified street excavation 11,5001 CY $3.00 $34,500.00 2 Unclase fled general excavation(additional excavation 3,100 CY $3.00 $9,300.0 outside of ROW,but required for construction of street) 3 Clearing and grubbing 1 LS $3100.00 $3100.0 4 Erosion control 1 LS $6,000-001 $8,000-001 SUBTOTAL $52,900.0 II. WATER DISTRIBUTION SYSTEM 1 164nch water line 2 800 LF $50. $140,000.M 2 8-Inch water line 270 LF $18.00 $4,860.001 3 16-inch gate valve with box 3 EA $7 000.00 $21,000.001 4 8-inch gate valve with box 5 EA $650.00 $3,250.0 5 6-inch oats valve with box 5 EA $500.00 $2,500.001 6 Standard fire hydrant 61 EA $1,500.00 $7,500.001 7 Cast Iron fittings 3 TN $31000.00 $9,Q00. 8 Trench backfill testing 3-0-70- LF $1.00 $3,070.001 9 Crushed limestone miscellaneous placement 5 CY $5.00 $25.001 10 TypeWconcrele miscellaneous placement 5 CY $5.00 $25.001 SUBTOTAL $181,230.0 III. SANITARY SEWER COLLECTION SYSTEM 1 10-Inch main all depths) 2,800 LF $30.00 $84 000. 2 4-foot diameter manhole 5 EA $-1,2-00-00 $8,000. 3 4-foot standard manhole vedical extension 8 VF $100.00 $800. 4 5-foot diameter offset manhole 0 EA $2000.00 $0. 5 Trench safe 2-18-0-0- LF $1.50 $4 200. 6 Trench backfill testing 2.800.LF $1.00 $2,800.0 7 Post construction TV Inspection 1 2,8001 LF 1 $1. !S2,800.0 8 Crushed limestone miscellaneous placement 5 CY $5. $25.0 9 Class'B'concrete miscellaneous t 5 CY $5. $25.0 SUBTOTAL $100,850.0 MV40d2 lr*"VUM -_o vWop"«M AW—r tL.Exh[NLE_aca00s ojU rhe is 0(17 Edwards Ranch-Phase B-4 Construction ITEM DESCRIPTION QTY1UNrr I PRICE I AMOUNT IV. STORM DRAIN COLLECTION SYSTEM 1 21-Inch RCP pipe 220 LF 5.001 $7,700.0 2 24-Inch RCP 800 LF $45.00 $36,000.0 3 30-Inch RCP 58 500 LF 5. $32,500.0 4 36-Inch RCP 0 LF $75. $0. 5 42-Inch RCP 0 LF $95. $0. 6 48-Inch RCP pipe 0 LF $110.00 $0.001 7 10400t curb inlets 4 EA $2,000.00 $8,000.00 8 4-foot storm drain manholes 2 EA $2,500. $5,000.00 9 5-foot storm drain manholes 0 EA $3,000.00 $0.00 10 Trench backfill density testing 1,520 LF $1.501 $2,280.0 SUBTOTAL $91,480.00 V. STREET LANDSCAPE AND IRRIGATION 1 Landscape plant material and grass installed In median 2,800 LF $40.00 $112,000.0 2 [Irriotion system 11 LS 1 $4,000.001 $4,000. SUBTOTAL $116,000.00 VI. PAVING 2-38-feet F-F(120'ROW),8-Inch thick reinforced 1 concrete street wf74nch curbs,Joint sealing,lime 0 LF $235.00 $0.00 stabilized subc1rade a 32#lime/SY 2-27-feet F-F(110'ROW),8-Inch thick reinforced 2 concrete street w/7-Inch cubs,Joint sealing,Ilene 2,800 LF $178.00 $498,400.00 stabilized subarade 90 32#lime/SY 3 4-fool wide concrete sidewalks thparkways) 5,6001 LF 1 $24. $134,400. 4 1 Street Licht Pole Bases and Conduits I 71EAI $2,300.001 $16,100-29 SUBTOTAL $60,900.0N SUBTOTAL PROBABLE COST $1,201,160.00 rovtssd2 In*"vucwro oovowpaw LAgrownent,Exhu 9 o42o03_rjs.xls b 165M�A'U' EXHIBIT C APPROVED INFRASTRUCTURE SCHEDULE Phase A-1 To be completed by opening of SH121T between Interstate 30 and Interstate 20. Phase A-2 To be completed no later than two years after the opening of SH121T between Interstate 30 and Interstate 20. Phase B-1 To be completed by opening of SH121T between Interstate 30 and Interstate 20. Phase B-2 To be completed no later than two years after the conveyance and donation of the Project ROW from the Family to the City. Phase B-3 To be completed no later than two years after the conveyance and donation of the Project ROW from the Family to the City. See Exhibit B, Project-Related Infrastructure, for a description of the work included in each phase. Exhi 't C to Infrastructure Development Agreement—Page 1 EXHIBIT D ESCROW AGREEMENT This Escrow Agreement(this"Agreement")is entered into between the City of Fort Worth, Texas (the "C "), Edwards Geren Limited(the "Family"), and Alamo Title Company(the"Title Company")to be effective the 26th day of April, 2005. WHEREAS, the City and Family have executed (i) that certain Infrastructure Development Agreement approved by the City Council on December 7, 2004 pursuant to M&C C-20437, as amended by the City Council on April 26, 2005 pursuant to M&C C-20685 (the "North Tract Development Agreement"), which provides for the construction and installation of certain infrastructure serving approximately 730 acres of land north of Highway 183 and south of West Vickery Street(on both sides of the Trinity River), which is referred to in such Agreement as the "North Tract", and (ii) that certain Development Agreement approved by the City Council on December 7, 2004 pursuant to M&C C-20436 (the "South Tract Development Agreement"), which outlines the development rules and regulations applicable to approximately 300 acres of land located south of but not adjacent to Interstate Highway 20, which is referred to as the "South Tract" ; and WHEREAS, in order for the Family to be assured that sufficient funding for construction of the Project-Related Infrastructure is available and in order for the City to be assured that the Family will convey the Project ROW to the City, the City and the Family wish to enter into an escrow agreement for distribution of the deeds for the Project ROW to the City and distribution of funds deposited into escrow for the Project-Related Infrastructure. NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms used and not defined herein will have the same meaning as defined in the North Tract Development Agreement. 2. Delivery of Proiect Deeds into Escrow. The Family will deliver the fully executed and acknowledged: (1) special warranty deed conveying to the City indefeasible fee-simple to that portion of the Project ROW located within the North Tract(the"North Tract Deed"),and(2)special warranty deed donating to the City, as a charitable gift, indefeasible fee-simply title to that portion of the Project ROW located within the South Tract (the "South Tract Gift Deed") upon_the execution of this Agreement. 3. Title Company Receipt of Deeds. Upon receipt by the Title Company of the fully executed North Tract Deed and South Tract Gift Deed (collectively, the "Deeds"), the Title Company shall provide written notice to the City confirming such receipt. The Title Company will hold and safeguard the Deeds and will either (a) deliver the Deeds to the City when all of the conditions of this Agreement have been fully satisfied or (b) return the Deeds to the Family as hereinafter provided. Delivery of the Deeds to the Title Company shall not be deemed delivery to the City for any purposes, and the City shall have no right, title, or interest in and to the Project ROW until the Deeds have been delivered to the City by the Title Company pursuant to this Fxh ibit to Infrastructure Development Agreement—Page 1 Agreement. The Title Company shall have no authority to take any action with respect to the Deeds other than as specifically provided in this Agreement. 4. Release of Proiect Leeds from Escrow. The Title Company is hereby authorized and directed (without any further authorization or direction from the Family) to unconditionally deliver the Deeds to the City after the occurrence of all of the following (any of which conditions may be waived by the Family, in its sole discretion): a. the full execution of the South Tract Development Agreement by a duly authorized representative of the City; and b. the deposit with the Title Company of$29,164,230 in immediately available funds to be paid to the Family concurrently with the release and delivery of the Deeds to the City; and C. the full execution of the North Tract Development Agreement by a duly authorized representative of the City; and d. the deposit with the Title Company of $11,163,481.25 in immediately available funds to be held by the Title Company in an escrow account (the "Escrow Account") and paid from the Escrow Account according to the terms of the North Tract Development Agreement; and e. the full execution of Internal Revenue Service Form 8283, Noncash Charitable Contributions. 5. Proiect-Related Infrastructure Escrow. Part of the just compensation for the taking by the City of the Project ROW required from the North Tract is the City's obligation to design and construct, at the sole cost and expense of the City, the Project-Related Infrastructure in accordance with the terms of the North Tract Development Agreement. The currently estimated cost of the Project-Related Infrastructure is $11,163,481.25; however, the obligation of the City is not limited to such amount. The Parties shall agree upon a final estimate of the amount required to design and construct the Project-Related Infrastructure (which estimate may be updated from time to time by mutual agreement of the Parties), and the City shall deposit such estimated amount (as updated, from time to time) with the Title Company to be held in the Escrow Account. The Escrow Account shall be used solely for the design and construction of the Project-Related Infrastructure. The Title Company will provide the Family with annual accountings showing all amounts deposited into or withdrawn from the Escrow Account (including deposits and withdrawals necessitated by updated cost estimates approved by the parties). a. The City shall perform the design and construction of, or enter into one or more contracts for the design and construction of,the Project Related Infrastructure in accordance with the terms of the North Tract Development Agreement. b. Based upon current estimates of the cost of constructing the Project Related Infrastructure, the City shall deposit with the Title Company the cash amount of $11,163,481.25 to assure performance and completion by the City of the Project Related Infrastructure. The Title Company shall deposit said funds in the Escrow Account which Exhibit to Infrastructure Development Agreement—Page 2 R shall be an investment account utilized by the Title Company. Any interest earned on said escrowed funds shall be credited to the Escrow Account. Notwithstanding anything to the contrary herein, in accordance with Section 2256.005 of the Texas Government Code, Title Company shall (i) acknowledge in writing that it has received and reviewed the City's Statement of Cash Management Rules and Regulations (the "Investment Policy"), which is attached hereto as Attachment 1 and hereby made a part of this Agreement for all purposes, and (ii)implement reasonable procedures and controls in an effort to preclude investment transactions that are not authorized by the Investment Policy. C. The Title Company shall use funds in the Escrow Account to make direct payments to the City in an amount equal to any contract awarded by the City for the design or construction of all or any portion of the Project-Related Infrastructure; provided, however, that if the funds remaining in the Escrow Account after any such payment is made does not equal at least the Approved Cost to Complete the Project Related Infrastructure (as defined in Section 4.b of the North Tract Development Agreement), then the City will promptly deposit additional funds into the Escrow Account such that the balance equals or exceeds the Approved Cost to Complete. d. In the event the City fails to complete construction of the Project Related Infrastructure in accordance with the terms of the North Tract Development Agreement and Approved Infrastructure Schedule and the Family elects to construct the Project-Related Infrastructure pursuant to Section 5.b of the North Tract Development Agreement, the Title Company shall make direct payments to the Family in an amount equal to the contract either assigned by the City to the Family in accordance with Section 5.b of the North Tract Development Agreement or to a contract executed by and between the Family and a third party for any work on the design and/or construction of the Project-Related Infrastructure that the City failed to undertake upon the written request of the Family, provided that such written request includes(1)a copy of the written notice from the Family to the City that the Family intends to cause such work to be undertaken, as required by Section 5.b of the North Tract Development Agreement; (2) a written statement, signed by an officer of the Family, that states that the Family has complied with the City's right to review and comment on any plans and specifications for such work, as required by Section 5.b of the North Tract Development Agreement; (3) for actual construction work, a copy of the Community Facilities Agreement(s) covering such work executed by both the City and the Family; and (4)a copy of any contract entered into by the Family for such work. e. Upon termination of the Escrow Account by the City in accordance with Section 4.b of the North Tract Development Agreement, the Title Company shall refund to the City all sums remaining on deposit in the Escrow Account,including interest earned thereon. 6. Return of Deeds to the Family. If the conditions set forth in Section 4 of this Agreement have not been fully satisfied by April 30, 2005, the Title Company is authorized and directed to immediately return the Deeds to the Family, in which case this Agreement shall terminate and all funds in the Escrow Account shall immediately be returned to the City. 7. Notices. Any notices or other communications (a "Notice") required or contemplated by this Agreement shall be in writing and shall be deemed provided,delivered,or given by one Party to Exhibit D to Infrastructure Development Agreement—Page 3 , I i the other Party when: (a) if sent by Certified Unites States Mail, Return Receipt Requested, when received as evidenced by the U.S. Postal Service receipt; (b) if sent by private delivery service(such as UPS or FedEx),when received as evidenced by the delivery service receipt; (c)if sent by FAX or as an e-mail, when received; or (d) if sent by any other method, when received. A Notice shall be deemed "received" by the Party to whom it is addressed if there is evidence of delivery to any person at the address set forth below regardless of whether the Notice was delivered to the named recipient. For purposes of this Agreement, all Notices shall be given to the Parties at the address set forth in this Section 6. Any Party may change its notice address by giving notice of the changed address in the manner set forth in this Section 7. The City of Fort Worth Attn: Bryan Beck 121 Project Coordinator 1000 Throckmorton Fort Worth, Texas 76102 Phone: 817.392.7909 Fax: 817.392.7854 Email: Bryan.Beck@fortworthgov.org with conies to the City Manager and the City Attorney at the same address as above. Edwards Geren Limited Attn: Scott Walker 4200 South Hulen, Suite 640 Fort Worth,Texas 76109 Phone: 817.731.7396 Fax: 817.731.7398 Email: scott@casscoland.com Alamo Title Company Attn: Stacey Jandrucko 3500 Hulen Street Fort Worth,Texas 76107 Phone: 817.731.8715 Fax: 817.731.0243 8. Assignment. a. The Family may assign, in whole or in part, its rights, duties, and obligations under this Agreement to any owner or developer of all or any part of the Ranch provided such assignment is in writing and obligates the assignee to be bound by the terms and conditions of this Agreement and provided a copy of such fully executed assignment is given to the City. To the extent any rights, duties, or obligations are assigned by the Family, the Family shall thereafter be released from such rights, duties, and obligations and the City agrees to look solely to the assignee. Notwithstanding the foregoing, Exhibit D to Infrastructure Development Agreement—Page 4 however, no assignment by the Family shall release the Family from any liabilities that might have arisen prior to the effective date of any assignment. b. The City may not assign, in whole or in part, its rights, duties, and obligations under this Agreement. 9. Entire Agreement; Governing Law. This Agreement constitutes the only agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, if any. This Agreement shall be governed by and interpreted in accordance with Texas law and may only be amended in writing signed by both parties hereto. Time is expressly of the essence in the performance of this Agreement. This Agreement is intended to bind and inure to the benefit of the City, the Family and the Title Company only and does not create any right or interest in any third party. 10. Liability of Title Company. a. The Title Company acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument delivered to it. b. The Family agrees that the Title Company assumes no liability for and is expressly released from any claims whatsoever in connection with the receiving, retaining, and delivering of any instruments except for the gross negligence or willful misconduct of the Title Company. The deposit by the Title Company of the Deeds with a court of competent jurisdiction shall automatically relieve the Title Company of all further responsibility and liability under this Agreement. The Family agrees to indemnify and hold harmless the Title Company from all losses, damages, costs or expenses incurred by the Title Company by reason of this Agreement or the subject matter hereof(excluding, losses, damages,costs and expenses that result from the gross negligence or willful misconduct of the Title Company). 11. Counterparts, This Agreement may be executed in multiple original counterparts, and when all such original counterparts are considered together, they shall constitute one and the same document as if all parties had executed the same document. 12. Fees and Expenses. The City agrees to pay the reasonable costs and expenses of the Title Company in performing its duties under this Agreement. 13. Term The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until all funds in the escrow account have been fully disbursed in accordance with the provisions hereof. Executed to be effective as of the date first stated above. Exhibit to Infrastructure Development Agreement—Page 5 THE CITY OF FORT WORTH By: Title: Date: EDWARDS GEREN LEMTED, a Texas limited partnership By: it t 6� Cass O. Edwards,II, Its Gener4l Manager Date: ALAMO TITLE COMPANY By: Title: Date: Exhibit D to Infrastructure Development Agreement—Page 6 Edwards Ranch-Phase 8-3 Candmation ITEM DESCRIPTION QTYlUNIT I PRICE I AMOUNT I. EARTHWORK 1 Unclassified street excavation 11,500 CY $3.00 $34,500.00 2 Unclassified general excavation(additional excavation 3,100 CY $3.00 $9,300,0 outside of ROW,but required for construction of street) 3 lClearing and grubbing 1 LS $3100.00 $3,100.001 4 1 Erosion control 1 LS $8,000.00 $6,000. SUBTOTAL $52,900.001 II. WATER DISTRIBUTION SYSTEMA 1 164nch water Ane 2800 LF $50. $140,000.001 2 8-Inch water line 270 LF $18.00 $4,860.001 3 16-Inch gate valve with box 3 EA $7,000.00 $21,DOO.001 4 8-Inch gate valve with box 5 EA $650.00 $3,250.001 5 6-inch cats valve with box 5 EA $500.00 $2,500.001 6 Standard fire hydrant 5 EA $1,500.00 $7,500.21 7 Cast Iron fittings 3 TN $3,000.00 $9,000. 8 Trench backfill testlnQ 3 070 LF $1.00 $3,070.0 9 Crushed limestone miscellaneous placement 5 CY $6.00 $25.001 10 T 'B'concrete miscellaneous placement 5 CYJ $5.00 $25.21 SUBTOTAL $1911,230.001 III. SANITARY SEWER COLLECTION SYSTEM 1 10-knch main all depths) 2,800 LF $30.00 $84,000.001 2 4-foot diameter manhole 5 EA $1,200.00 $8,000.001 3 4-foot standard manhole vertical extension 8 VF $100.00 $800. 4 5-foot diameter offset manhole 0 EA $2,000.00 $0.001 5 Trench safety 2 800 LF $1.50 $4.200.001 6 Trench backfill testing 2,800,LF $1.00 $2,800.001 7 Post construction TV Inspection 2,8Wj 2,8WLF 1 $1.001 $2,800.0 8 lCrushed limestone miscellaneous placement 51CYI $5. $25.0 9 IClass'B'concrete miscellaneous placement 51CYI $5. $25.0 SUBTOTAL $100,8tT0.0 -V"d2_ln*-Mx "_o.wWoW—a_Agr.« k_ExhbLa_642o05 da.xft Page leaf Ir Edwards Manch-Phass 9-3 Construction ITEM DESCRIPTION IqTyiuNrTl I PRICE I AMOUNT N. STORM DRAIN COLLECTION SYSTEM 1 21-Inch RCP pipe 220 LF 5.001 $7700.0 2 24-kich RCP 800 LF $45.00 $38,000.0 3 30-loch RCP 500 LF $65. $32,500. 4 36-Inch RCP 0 LF $75. 50. 5 42-Inch RCP 0 LF $95. $0.0 6 48-Inch RCP oh3e 0 LF $110-00 $0.001 7 10-foot curb Inlets 41 EA $2,000.00 $8,000. 8 4-foot storm drain manholes 2rEA $2500.00 $5,000. 9 5-foot storm drain manholes 0 S3 000.00 $0. 10 Trench backfill dens teatinE1 520 $1.50 $2280.001 SUBTOTAL $911,480.001 V. STREET LANDSCAPE AND IRRIGATION 1 Landscape plant material and grass Installed in median 2,800 LF 1 $40.00 $112,000.0 2 Irrigation system I 11ILS1 $4,000.001 $4,000. SUBTOTAL $116,000.00 Vi. PAVING 2-38-feet F-F(120'ROW),8-Inch thick reinforced 1 concrete street wf74nch curbs,joint sealing,lime LF $235.00 $0.00 stabilized subarads Co 32#lune/SY 2-27-feet F-F(110'ROW),8-inch thick reinforced 2 concrete street wrl-Inch curbs,Joint sealing,lime 2,800 LF $178.00 $498.400.00 ,stabilized su rade a 32#lime/SY 3 4-fool wide concrete sidewalks both parkways) 5600 LF $24. $134 400.0 4 IStrest LIGht Pale Bases and Conduits 7 EA $2,300.001 $16100. SUBTOTAL s"O'gN.001 SUBTOTAL PROBABLE COST $1,201.180.00 rwwa2 ink..auaw._O-V$W «+ ,trxr�a a2=-rp.xu rFE ENTRY TEX. EXHIBIT C APPROVED INFRASTRUCTURE SCHEDULE Phase A-1 To be completed by opening of SH121T between Interstate 30 and Interstate 20, Phase A-2 To be completed no later than two years after the opening of SH121T between Interstate 30 and Interstate 20. Phase B-1 To be completed by opening of SH121T between Interstate 30 and Interstate 20. Phase B-2 To be completed no later than two years after the conveyance and donation of the Project ROW from the Family to the City. Phase B-3 To be completed no later than two years after the conveyance and donation of the Project ROW from the Family to the City. See Exhibit B, Project-Related Infrastructure, for a description of the work included in each phase. Exhibit C to Infrastructure Development Agreement—Page 1 ASSIGNMENT OF MAINTENANCE OBLIGATIONS TO RIVERHILLS HOMEOWNERS ASSOCIATION, INC. This Assignment of Maintenance Obligations(this "Assi ment")is made and entered into by and between Edwards Geren, Ltd., a Texas limited partnership (the "Family"), and Riverhills Homeowners Association, Inc., a Texas non-profit corporation("Riverhills HOA"), effective as of August 1, 2007 (the "Effective Date"). WHEREAS,the Family is the owner of approximately 730 acres within the corporate limits of the City of Fort Worth (the "City") located north of Highway 183 and south of West Vickery Street, consisting of a portion of the Edwards Ranch (the "Property"); and WHEREAS, the Family and the City entered into that certain Infrastructure Development Agreement effective April 26, 2005 (City Secretary Contract No. 31709), referred to hereafter as the "IDA", setting out the City's obligations to design and construct certain arterial roadways and utility infrastructure improvements within the Property(the"Project-Related Infrastructure)"; and WHEREAS, the IDA has been amended by Amendment No. 1 to Infrastructure Development Agreement (City Secretary Contract No. 31709-Al, M & C C-22996) and Amendment No. 2 to Infrastructure Development Agreement(City Secretary Contract No. 31709- A2, M & C C-23494) ("Amendment No. 1" and "Amendment No. 2", respectively); and WHEREAS, Amendment No. 1 provides that the Family or an assignee shall maintain landscaping and irrigation improvements to portions of Arborlawn Drive from Bryant Irvin Road to International Plaza and portions of Bellaire Drive from Arborlawn Drive to South Bellaire Drive constructed by C. Green Scaping, L.P., in accordance with City Secretary Contract No. 37580 (M & C C-22996) (the "Riverhills Landscape Improvements") to standards that equal or exceed the City's standards, at the Family's sole cost and expense; and WHEREAS, the Family wishes to assign, and Riverhills HOA wishes to accept, the Family's rights, duties and obligations to maintain the Riverhills Landscape Improvements; NOW, THEREFORE, for good and valuable consideration, the delivery, receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual covenants and agreements herein contained, the Family and Riverhills HOA agree as follows: 1. Assignment. The Family hereby assigns to Riverhills HOA all of the Family's rights, duties and obligations to maintain the Riverhills Landscape Improvements. 2. Assumption. Riverhills HOA hereby assumes all the rights, duties and obligations of the Family relating to maintenance of the Riverhills Landscape Improvements. 3. Release. The Family is hereby released from all rights,duties and obligations with respect to maintenance of the Riverhills Landscape Improvements. Assignment of Maintenance Obligations Page 1 of 4 1400.010\24391.4 4. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 5. Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 6. Notice to City. A copy of this fully executed Assignment shall be delivered to the City within ten (10) days after execution in accordance with Section 12 of the IDA, as follows: The City of Fort Worth Attn: Bryan Beck 121 Project Coordinator 1000 Throckmorton Street Fort Worth, TX 76102 With copies to: The City of Fort Worth Attn: Sarah Fullenwider City Attorney 1000 Throckmorton Street Fort Worth, TX 76102 The City of Fort Worth Attn: Tom Higgins City Manager 1000 Throckmorton Street Fort Worth, TX 76102 Executed by the Family and Riverhills HOA as of the Effective Date. SIGNATURE PAGE FOLLOWS. Assignment of Maintenance Obligations Page 2 of 4 1400.01024391.4 EDWARDS GEREN LIMITED, a Texas limited partnership By: Eva Colleen Geren Motheral Nonexempt Trust Beauford T. Erwin, III Nonexempt Trust Chandra Geren Nonexempt Trust Its: General Partne By: Paxton otheral Legacy Asset Trustee By: Crawford Hearne Edwards 2012 Irrevocable Trust Its: General Partner By: Crawford H. dwards Trustee By: Matilda Lucia Edw ds Rodgers 2012 Irrevocable Trust Its: General Partner By: Crawford dwards Trustee By: �n Mary Mardqa Edwards Richter Trustee By: Mary Martha Ed s Ric r 2012 Irrevocable Trust Its: General Partner By: Crawford H. Edwards Trustee 1 B M ilda Lucia Edwards Ro gers rustee Assignment of Maintenance Obligations Page 3 of 4 1400.010\24391.4 By: Casswell Overton Edwards, 1112012 Irrevocable Trust Its: General Partner By: Mary Matha Edwards Richter Trustee B M ilda ucia dwards Rodgers rustee RIVERHILLS HOMEOWNERS ASSOCIATION, INC., a Texas nonprofit corporation By: _al� Crawford H. Edwards President Assignment of Maintenance Obligations Page 4 of 4 1400.01024391.4 Ci o a� L o as �FL Bn� tile, Qj v fa mpg v c ra ezeld,eW� � 7ew � Manch VWW a S C c o �^ ro awn .o � f, 0 07 asoi);A3 Pew c a �! �a t � C Bishops J w O �e��,oc (! E 0 x '^ (pow I101)AAI!�1 utloys: r � OC a CTP Frontage Rd d) Rd Country Day Ln ul AB(3 Aijunoo m 4 a a ul uJ13 Wag ell l y Oi z m ` ryanl Irvin Rd ryas n rv, ryar rvin o 3: r7 pd a tl l H t 0 ASSIGNMENT OF MAINTENANCE OBLIGATIONS TO CLEARFORK ASSOCIATION, INC. This Assignment of Maintenance Obligations (this "Assignment") is made and entered into by and between Edwards Geren, Ltd., a Texas limited partnership (the "Family"), and Clearfork Association, Inc., a Texas non-profit corporation ("Clearfork Association"), effective as of January 1, 2010 (the "Effective Date"). WHEREAS, the Family is the owner of approximately 730 acres within the corporate limits of the City of Fort Worth (the "City") located north of Highway 183 and south of West Vickery Street, consisting of a portion of the Edwards Ranch (the "Property"); and WHEREAS, the Family and the City entered into that certain Infrastructure Development Agreement effective April 26, 2005 (City Secretary Contract No. 31709), referred to hereafter as the "IDA", setting out the City's obligations to design and construct certain arterial roadways and utility infrastructure improvements within the Property (the "Project-Related Infrastructure)'; and WHEREAS, the IDA has been amended by Amendment No. 1 to Infrastructure Development Agreement (City Secretary Contract No. 31709-A1, M & C C-22996) and Amendment No. 2 to Infrastructure Development Agreement (City Secretary Contract No. 31709-A2, M & C C-23494) ("Amendment No. 1" and "Amendment No. 2", respectively); and WHEREAS, WHEREAS, pursuant to the IDA, as amended by Amendment No. 2, the Family may assign, in whole or in part, its rights, duties, and obligations under the IDA to Clearfork Association, Inc., Riverhills Homeowners Association, Inc., any owner or developer of all or any part of the Edwards Ranch, or an Affiliate, as defined therein; and WHEREAS, the Family wishes to assign, and Clearfork Association wishes to accept, the Family's rights, duties and obligations to maintain landscaping and irrigation on Edwards Ranch Road and Clearkfork Main Street, shown on Exhibit "A" attached and incorporated herein, including existing landscape improvements and landscape improvements to be installed as such roads are constructed (the "Clearfork Landscape Improvements"); NOW, THEREFORE, for good and valuable consideration, the delivery, receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual covenants and agreements herein contained, the Family and Clearfork Association agree as follows: 1. Assignment. The Family hereby assigns to Clearfork Association all of the Family's rights, duties and obligations to maintain the Clearfork Landscape Improvements. 2. Assumption. Clearfork Association hereby assumes all the rights, duties and obligations of the Family relating to maintenance of the Clearfork Landscape Improvements. 3. Release. The Family is hereby released from all rights, duties and obligations with respect to maintenance of the Clearfork Landscape Improvements. Assignment of Maintenance Obligations 1400.010\24753.3 4. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 5. Binding_Effect. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 6. Notice to City. A copy of this fully executed Assignment shall be delivered to the City within ten (10) days after execution in accordance with Section 12 of the IDA, as follows: The City of Fort Worth Attn: Bryan Beck 121 Project Coordinator 1000 Throckmorton Street Fort Worth, TX 76102 With copies to: The City of Fort Worth Attn: Sarah Fullenwider City Attorney 1000 Throckmorton Street Fort Worth, TX 76102 The City of Fort Worth Attn: Tom Higgins City Manager 1000 Throckmorton Street Fort Worth, TX 76102 Executed by the Family and Clearfork Association as of the Effective Date. SIGNATURE PAGE FOLLOWS. Assignment of Maintenance Obligations 1400.010\24753.3 EDWARDS GEREN LIMITED, a Texas limited partnership By: Eva Colleen Geren Motheral Nonexempt Trust Beauford T. Erwin, III Nonexempt Trust Chandra Geren N nexempt Trust Its: General Partn f By: li Paxton . Motheral Legacy Asset Trustee By: Crawford Hearne Edwards 2012 Irrevocable Trust Its: General Partner By: Crawford H. Edwards Trustee By: Matilda Lucia E s Rodgers 2012 Irrevocable Trust Its: General Partner By: 'G Crawford H. Edwards Trustee By: Mary Ma46 Edwards Richter Trustee By: Mary Martha E Richter 2012 Irrevocable Trust Its: General Partne By: Crawford H. LIdwards Truste l tilda Lucia Edwar s Rodgers rustee Assignment of Maintenance Obligations 1400.010\24753.3 By: Casswell Overton Edwards, 111 2012 Irrevocable Trust Its: General Partner By: �� Mary Marta Edwards Richter Trustee, B - �� G tilda Luc Edwards 16dgers rustee CLEARFORK ASSOCIATION, INC., a Texas nonprofit corporation By: Crawor .. Edwards President Assignment of Maintenance Obligations 1400.01024753.3 Tom• , Overton Park(N E g co A 0 e a Wertpn Park Or W g d 0 6 Ne$t Y « `10 viLi /� ■ 4s c �Qy 4° c Y O a ? S r o o g7, i1 F •� L 7 m m L ro m 4 � pj O � L O �F �1Om C _ y O v Q fi �+ 'U � � a ■ $ x Q r W E �0. Prevost St St Hervie Sty Bourine St Bovine St *�d�/P.� 1 �d faron St o` E E t c P Home St Home St c CL O H > ,� O ■ > C an St o C • c g IS abadepyt f lntlepage St Y Q Qa o a Bryant rv!n SWI JUMU8 quWlwa(v ■ O E c ul ealeAlL y � w ycy As" r d E DWARD S RANCH ESTABLISHED 1848 August 5, 2016 The City of Fort Worth Attn: Bryan Beck 121 Project Coordinator 1000 Throckmorton Street Fort Worth, TX 76102 Re: Assignment of Maintenance Obligations to Clearfork Association, Inc. & Riverhills Homeowners Association, Inc. Dear Mr. Beck, Enclosed are two fully executed Assignment of Maintenance Obligation forms. The first, to Clearfork Association, Inc. and the second, to Riverhills Homeowners Association, Inc. Please accept my sincerest apologies for the delay in sending the assignments to you. Should you have any questions, do not hesitate to contact me at 817-731-7396. Best regards, Crawford H. E rds President, Clearfor Association, Inc. President, Riverhills Homeowners Association, Inc. cc: The City of Fort Worth Attn: Sarah Fullenwider City Attorney 1000 Throckmorton Street Fort Worth, TX 76102 The City of Fort Worth Attn: David Cooke City Manager 1000 Throckmorton Street Fort Worth, TX 76102 4200 S Hulen Street, Suite 614, Fort Worth, TX 76109 817.731.7396