HomeMy WebLinkAboutContract 16435 L
COMMUNITY FACILITIES AGREEMENT
STATE OF TEXAS § CITY SECIR"TTARY
CONTRACT
COUNTY OF TARRANT §
WHEREAS, Hillwood Development Corporation hereinafter called "Developer",
desires to make certain improvements to Fort Worth Alliance Airport Phase I Water
Facilities, an addition to the City of Fort Worth, Texas; and
WHEREAS, the said Developer has requested the City of Fort Worth, a
municipal corporation of Tarrant County, Texas, hereinafter called "City" , to do
certain work in connection with said improvements;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
That said Developer, acting herein by and through H. R. Perot, Jr., its duly
authorized President, and the City, acting herein by and through David A. Ivory ,
its duly authorized Senior Assistant City Manager, for and in consideration of
the covenants and agreements herein performed and to be performed , do hereby
covenant and agree as follows, to-wit.
FORT WORTH ALLIANCE AIRPORT
PHASE I WATER FACILITIES
COMMUNITY FACILITIES AGREEMENT
1. The City agrees to install , by contract or otherwise, or permit the
Developer to award a contract for, in accordance with the City' s accepted
practices, ordinances, regulations, and the provisions of the City Charter,
and subject to the requirements of the City's Policies and Regulations for
Installation of Community Facilities, all as current at the time of the
execution of this Community Facilities Agreement.
WATER FACILITIES shown on the attached Exhibit A as "PROPOSED PHASE ONE TO
-SERVE N-0RTHPORT" ( hereinafter referred to as the "Phase I Water
Facilities" ) , all in accordance with plans and specifications to be
prepared by the Engineering Division of the Water Department or, if the
Developer shall so elect, by private engineers employed by the Developer
and approved by the Water Department.
2. The design and construction costs of the Phase I Water Facilities are
estimated to be $5,523,217.00.
3. Prior to the award of a construction contract by the City, or the
commencing of any work by the City or its contractors, if the Developer
does not award his own contract, the Developer agrees to pay to the City:
A. 100% of the cost (exclusive of engineering costs) of water main
facilities through the 12-inch size that are located within the
Developer' s property to serve industrial development;
B. 100% of the cost (exclusive of engineering costs) of water main
facilities through the 8-inch size that are located within the
Developer's property to serve non-industrial development;
C. 100% of the costs of water main facilities located outside the
Developer's property, except that if a main larger than 16-inch size
is required, the Developer shall pay 100% of the cost of such larger
size main reduced by City' s participation in the cost of such larger
size main as follows:
City Participation as
Main Size to be % of Contract Cost of
Constructed Main Size to be Constructed
24 inch 27%
30 inch 46%
36 inch 54%
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D. The cost (exclusive of engineering costs) of the 5,000,000 gallon
ground storage tank for the North Side II pressure plane will be paid
by the City.
E. 40% of the Cost (exclusive of engineering costs) of the pump station
for the North Side II pressure plane.
F. The cost of all engineering for the Phase I Water Facilities shall be
paid by the Developer.
4. The Cost distribution between the City and the Developer for the Phase I
Water Facilities design and construction costs as shown in Paragraphs 1-2
and 1-3 above is as follows:
Estimated
Estimated Developer Total
City Cost Cost Cost
A. Main within indus- $ 476,250 $ 285,000 $ 761,250
trial development
B. Main within non- $ 7689000 $ 2409000 $190089000
industrial development
C. Approach main outside $ 8369280 $ 9819720 $198189000
development
D. 5 MG ground storage $1,000,000 -0- $19000,000
tank
E. Northside II Pump $ 3009000 $ 200,000 $ 500,000
Station
F. Engineering costs -0- $ 4239467 $ 4239467
G. Survey costs -0- $ 12,500 $ 12,500
H. Onsite Credit -0- -0- -0-
$3,380,,530
0-
3380530 $2,142,687 $5,523,217
5. For all contracts awarded by the Developer, the City shall pay its share of
the cost to the Developer when all of the Phase I Water Facilities covered
by such contracts are accepted by the City and when all conditions
identified in the City' s "Policy for the Installation of Community
Facilities" have been met.
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6. For all contracts awarded by the City, the Developer shall pay its share of
the cost of the construction contract, as defined in Paragraph 3, to the
City before the award of the construction contract.
7. Within a reasonable time after completion of the Phase I Water Facilities,
the City and the Developer agree to adjust their cost sharing as set forth
in Paragraph 1-4 above to conform to actual construction costs based on (i )
if constructed by a contractor, actual quantities reflected in the final
payment made to the Contractor by the City or by the Developer or (ii ) if
constructed by the City, cost records kept by the City as a part of its
customary procedures.
8. Construction of the Phase I Water Facilities will be substantially
completed within two years after this Agreement is excuted by the City, and
it is understood any obligation of the City to fund its share of the costs
for the Phase I Water Facilities will cease upon the failure to
substantially complete construction with said two-year period. In the
event the Phase I Water Facilities are not substantially completed within
said two-year period, the City may, at its election, complete construction
at the Developer' s expense.
9. Right-of-way costs for easements necessary to construct the Phase I Water
Facilities shall be shared equally by the City and the Developer. If
requested by the Developer, the City will exercise its powers of eminent
domain to acquire such easements. The Developer shall dedicate to the City
all required easements located on the Developer's property.
10. The Developer shall receive "Front Foot Refunds, " "User Refunds, " and
"Onsite Credits" (each as hereinafter defined) which, in the aggregate may
permit the Developer to recover 100% of the costs paid or incurred by the
Developer in designing and constructing the Phase I Water Facilities
(excluding costs paid or incurred in connection with the on-site water main
facilities described in Paragraphs 1-3(A) and 1-3(B) above) . Front Foot
Refunds, User Refunds, and Onsite Credits shall be payable to the Developer
for a period of twenty (20) years after this Agreement is executed by the
City unless the right to such refunds and credits has been assigned by
Developer pursuant to Paragraph 1-15 hereof.
11. The Developer shall receive refunds ("Front Foot Refunds") from front foot
charges assessed or charged by the City for connections to and extensions
from the Phase I Water Facilities. Front Foot Refunds will be paid on an
annual basis for the previous year , upon written request from the
Developer, such a request may cover periods in excess of one year. The
City will hold unrefunded Front Foot Charges for one additional year. If
the Developer does not request refunds for Front Foot Charges, in writing,
at the end of the additional year, then those Front Foot Charges, held by
the City for the additional year shall revert to the City.
12. In addition to Front Foot Refunds, the Developer shall also receive refunds
("User Refunds") as users commence service from taps onto the water
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facilities . User Refunds will be payable from the revenues generated by
such users. A User Refund will be payable to the Developer for each
platted development (a "Development" ) located within the Airport Tract,
Freeway Tract, or Southern Tract which commences service from the water
facilities . The User Refund for each Development will be an amount equal
to 15% of the City' s then-existing front foot charge multiplied times the
front footage (as defined in the City' s "Policy for the Installation of
Community Facilities") of the platted property. The User Refund for each
Development will be payable to the Developer pro rata on a front foot basis
when users in the Development tap into the water facilities until 50% of
the Development (determined on a front foot basis) has tapped into the
water facilities, at which time the balance of the User Refund for the
Development will be payable to the Developer. The balance of the User
Refund shall be 15% of the then existing City Front Foot Charge multiplied
times the front footage (as defined above) of platted property within the
Development which has not received a User Refund. User Refund Payment will
be made in the same manner as front foot charges as described in Paragraph
11.
13. In addition to the City's cost sharing for the oversizing of on-site water
main facilities described in Paragraphs 3(A) and 3(B) above, the City' s
share of such on-site water facilities will be increased by a credit (the
"Onsite Credit") as described below. The Onsite Credit shall be applicable
to any water facilities constructed by the Developer within the Airport
Tract, the Freeway Tract, or the Southern Tract pursuant this or any other
community facilities agreement between the Developer and the City for the
aforemetioned tracts. The Onsite Credit shall be an amount equal to 10% of
the City' s then-existing front foot charge multiplied times the front
footage (as defined above) of the platted property. The Onsite Credit will
apply to each Development Phase or Section located within the Airport
Tract, Freeway Tract or the Southern Tract (as shown on Exhibit A) at the
time the community facilities agreement for water facilities within that
Development Phase or Section is executed. Payment by the City will be in
accordance with the"Policy for the Installation of Community Facilities".
No Onsite Credit will be paid the Developer until the " Phase I Water
Facilities have been completed and accepted by the City.
14. Notwithstanding the Developer' s right to Front Foot Refunds, User Refunds,
and Onsite Credits as provided in this Agreement, in the event future City
Policy for the Installation of Community Facilities changes, the Developer
shall have the opportunity to take advantage of such changed policy, in
which case the City will use its best efforts to apply such changed policy
to any of the Phase I Water Facilities then existing or under construction.
15. The City agrees that any rights granted herein to the Developer shall inure
to the benefit of and may be exercised by the Developer' s affiliates ,
successors, and assigns and that the Developer shall have the right to
assign, in whole or in part, its right to any refund or credit granted
herein. Developer agrees to give written notice of any such assignment to
the City Secretary of the ityand to the Director of the Water Department.
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16. The City agrees to install , at the Developer' s expense, at the time Phase I
Water Facilities are installed in the Airport Tract, Freeway Tract, and
Southern Tract, a water service to serve each lot within each of said
tracts. Such installation will be made pursuant to a separate community
facilities agreement. The City agrees to record the location of any
installed service line with respect to the corner of the lot served and to
retain said records in its possession.
17. The City agrees to enter into one or more community facilities agreements
to install , by contract or otherwise, in accordance with the City ' s
accepted practices, ordinances, regulations, and the provisions of the City
Charter, and (except as provided below) subject to the requirements of the
City' s Policies and Regulations for Installation of Community Facilities,
all as current at the time of execution of each subsequent community
facilities agreement.
WATER FACILITIES shown on the attached Exhibit A as "PROPOSED PHASE ONE TO
SERVE BELTWAY, MALL SITE AND NORTHSIDE III" (hereinafter referred to as the
Phase II Water Facilities " ) , all in accordance with plans and
specifications to the be prepared by the Engineering Division of the Water
Department or, if the Developer shall so elect, by private engineers
employed by the Developer and approved by the Water Department.
18. The design and construction costs of the Phase II Water Facilities are
estimated to be $5,628,033.00.
19. The cost (exclusive of engineering costs) of the 2,000,000 gallon elevated
storage tank for the North Side III pressure plane will be shared 22.5% by
the Developer and 77.5% by the City.
20. The cost (exclusive of engineering costs) of the pump station for the North
Side III pressure plane will be shared 40% by the Developer and 60% by the
City.
21. The cost of all engineering for the Phase II Water Facilities shall be paid
by the Developer.
22. The distribution between the City and the Developer of the Phase II Water
Facilities design and construction costs estimated in Paragraph 1-18 above
is as follows:
Estimated
Estimated Developer Total
City Cost Cost Cost
A. Main within indus- $ 238,500 $ 195,000 $ 433,500
trial development
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B. Main within non- $1,693,000 $ 7551,000 $2944810000
industrial development
C. Approach main outside $ 66,240 $ 203,760 $ 270,000
development
D. 2 MG elevated storage $1,550,000 $ 4509000 $2,000,000
tank
E. Northside III Pump $ 150,000 $ 1009000 $ 2509000
Station
F. Engineering costs -0- $ 226,533 $ 226,533
G. Onsite Credit -0- -0- -0-
$3,697,740
0-
3697740 11,930,293 $5,6289033
23. The duties, rights, and obligations of the City and the Developer contained
in Paragraphs 1-5, 1-6, 1-9, 1-10, 1-11, 1-12, 1-13, 1-14, 1-15, 1-16, and
1-25 of this Agreement shall be incorporated as part of any community
facilities agreement for the Phase II Water Facilities.
24. The Developer, in accordance with the "Policy for the Installation of
Community Facilities" and other related ordinances, agrees to complete
construction, by January 1, 1992, of water facilities that will be located
on the Developer's property and that will be necessary to transport water
from the western boundary of the Developer's property to the proposed Beach
Street pump station. The Developer shall only be obligated to complete
such construction if, on January 1 , 1992, the Eagle Mountain Water
Treatment Facility and lines from such facility to the western boundary of
Developer ' s property have been constructed and are operational . Should the
construction of the Eagle Mountain Water Treatment Plant Facility and water
lines from such facility to the western boundary of the Developer ' s
Property be in progress on January 1 , 1992, the Developer shall be
obligated to commence construction of the water facilities that will be
located on the Developer's property and that will necessary to transport
water from the western boundary of the Developer's property to the proposed
Beach Street pump station, such that all facilities shall be completed and
operational simultaneously. The Developer and the City will enter into a
separate community facilities agreement with respect to such construction.
25. If the Water Department determines that the same level and quality of water
services can be provided to the Airport Tract, Freeway Tract, and Southern
Tract by a water facilities design that differs from the design shown on
Exhibit A for the Phase 11 Water Facilities, the City shall have the right
to construct or require to be constructed water facilities in accordance
with such different design provided that additional construction costs
associated with such different design are paid by the City and provided
that the construction schedule for such different design is acceptable to
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the Developer . The Developer agrees to participate in the cost of
designing and constructing such modified water facilities in the same cost
sharing ratio reflected in Paragraph 1-22, above, however, the Developer
shall not participate in the cost of such modified water facilities in
excess of the dollar amounts reflected in Paragraph 1-22 except as
increased by reasonable amounts attributable to the higher construction
costs. The developer recognizes that the costs shown in Paragraph 1-22 are
estimates only and subject to variation due to the actual bids submitted at
the time of construction.
26. Any monetary obligations of the City contained herein with regard to the
Phase II Water Facilities are estimates only and are subject to ( i )
constitutional , statutory, and charter limitations on the ability of the
City to commit City funds beyond its current fiscal year and ( ii ) the City
Council appropriating for each fiscal year sufficient funds to pay for such
monetary obligations of the City to be performed during such fiscal year.
This agreement does not obligate the City to committ any funds for Phase II
until such time as a Community Facilities Agreement for Phase II is
executed.
RECOMMENDED:
K7 'XIIAh A g J, )2/'/17.41 M-
Ric ar W. wey
a , irec r
Water Department
Date: .S�2440f
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GENERAL REQUIREMENTS
A. It is agreed and understood by the parties hereto that the developer
shall employ a civil engineer, licensed to practice in the State of
Texas, for the design and preparation of plans and specifications for
the construction of all facilities covered by this contract, subject
to Paragraph B.
B. For any project estimated to cost less than $10,000 or for any project
designed to serve a single lot or tract, the developer may at his
option request the city to provide the design engineering, and if such
request is granted the developer shall pay to the City an amount equal
to 10 percent of the final construction cost of such project.
C. In the event the developer employs his own engineer to prepare plans
and specifications for any or all facilities , the plans and
specifications so prepared shall be subject to approval by the
department having jurisdiction. One (1) reproducible set of plans with
15 prints and 35 specifications for each facility shall be furnished
the department having jurisdiction. It is agreed and understood that
in the event of any disagreement on the plans and specifications, the
decision of the Public Works Director, Transportation Director, and/or
Water Department Director will be final .
D. It is further agreed and understood by the parties hereto that upon
acceptance by the City, title to all facilities and improvements
mentioned hereinabove shall be vested at all times in the City of Fort
Worth, and developer hereby relinquishes any right, title, or interest
in and to said facilities or any part hereof.
E. The life of this contract shall be two (2) years and it is understood
that any obligation on the part of the City to make any refunds
hereunder shall cease upon the expiration of two (2) years from the
date of execution of this contract, except for refunds due from "per
connection charges" on sanitary sewer and from "front foot charges" on
water mains , both of which refunds may continue to be made for a
period of ten (10) years; provided, that if the construction under the
Community Facilities contract shall have started within the two-year
period , the life of the Community Facilities contract shall be
extended for an additional one-year period. Community Facility
Contracts not completed within the time periods stated above will
require renewal of the contract with all up-dated agreements being in
compliance with the policies in effect at that time. Developers must
recognize that City funds may not be available to pay all or a portion
of the normal City share for renewal contracts. It must be understood
by all parties to the Community Facilities contract that any of the
facilities or requirements included in the contract that are to be
performed by the developer but not performed by the developer within
the time periods stated above, may be completed by the City at the
developer's expense, and the City of Fort Worth shall not be obligated
to make any refunds due to the developer on any facilities constructed
under this agreement until all provisions of the agreement are
fulfilled.
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F. Performance and Payment Bonds , certificates of deposit, irrevocable
letters of credit or cash deposits are required for streets , storm
drains and street lights, and must be submitted prior to execution of
the contract for installation of community facilities by the City.
The bonds should be standard Performance and Payment Bonds as provided
by a licensed surety company (on forms provided by that surety
company) ; a cash deposit may be made in the Treasury of the City of
Fort Worth ; or a certificate of deposit or irrevocable letter of
credit may be from any financial institution in Fort Worth/Dallas
Metroplex which is insured by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation.
The City of Fort Worth cannot pay interest on any deposit made
hereunder in the Treasury of the City of Fort Worth.
(a) The developer shall execute four (4) copies of a
letter assigning the deposit to the City of Fort
Worth and providing for the City to withdraw the
deposit if necessary to complete construction or
on account of any default by the Developer of any
terms or conditions contained in this agreement.
Such letter of assignment must be accepted in
writing by the financial institution.
(b) Upon satisfactory completion of the facilities,
the City of Forth Worth shall reassign the deposit
to the developer, including accrued interest or
dividends thereon, upon express order of the City
Manager.
1. When the option is exercised to provide a certificate
of deposit in a financial institution, the following
terms and conditions shall apply:
(a) The developer shall execute four (4) copies of a
letter assigning the deposit to the City of Fort
Worth. Such letter of assignment must be accepted
in writing by the financial institution.
(b) Upon satisfactory completion of the facilities,
the City of Fort Worth shall reassign the deposit
to the developer, including accrued interest or
dividends thereon, express under order of the City
Manager.
2. When the option is exercised to provide an irrevocable
letter of credit from an authorized financial
institution, the form of the letter shall be approved
by the Department of Law. The international letter of
credit form used by banks is normally acceptable.
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3. Performance and Payment Bonds,, certificates of deposit,
letters of credit or cash deposits will be furnished in
the amount as required below:
(a) 100 percent of the estimated developer's share of
the cost of the storm drain.
(b) 100 percent of the estimated developer's share of
the cost of streets.
(c) 100 percent of the estimated developer's share of
the cost of the street lights.
(d) A cash payment of the developer' s share of the
cost of the project is required prior to
initiation of construction of water and sanitary
sewer facilities.
(e) A cash deposit, Performance and Payment Bonds or
Letter of Credit acceptable to the City for the
developer' s cost of paving a border street on an
assessment basis (Reference Section VI , Item 3,
Development Procedures Manual ).
4. For construction of water and/or sanitary sewer
facilities , a certificate of deposit , irrevocable
letter of credit, or cash deposit (providing for
partial drawings) , in the name of the City, shall be
furnished to the City as set out below:
(a) Where the developer lets the contract, 100 percent
of the estimated contract cost of construction, as
stated in the construction contract, is required
simultaneous with execution of the construction
contract; or,
(b) Where the City lets the contract, 100 percent of
the developer's share of the construction contract
cost is required prior to issuance of a work order
by the City.
5. (a) Performance and Payment Bonds, Letters of Credit,
Certificates of Deposit , and cash deposits
furnished hereunder shall be for the purposes of
guaranteeing satisfactory compliance by the
Developer with all requirements , terms and
conditions of this agreement, including , but not
limited to, the satisfactory completion of the
improvements prescribed herein , and the making of
payments to any person, firm, corporation or other
entity with whom the Developer has a direct
contractual relationship for the performance of
work hereunder.
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(b). Developer shall keep said Performance and Payment
Bonds, Letters of Credit,' Certificates of Deposit,
and/or cash deposits in full force and effect
until such time as Developer has fully complied
with the terms and conditions of this agreement,
and failure to keep same in force and effect shall
constitute a breach of this agreement.
In this connection , all Letters of Credit
furnished hereunder shall be renewed annually in
the amounts designated by the City , and the
renewed Letter of Credit shall be delivered to the
City on or before the tenth ( 10th) day prior to
the date of expiration of the then existing Letter
of Credit . If Developer fails to deliver the
renewed Letter of Credit to the City within the
time prescribed herein, such failure shall
constitute a breach of this agreement and shall be
a basis for the City to draw on all or any portion
of the then existing Letter of Credit.
G. This contract, any part hereof, or any interest herein shall not be
assigned by developer without written consent of the City Manager, and
it is further agreed that such written consent will not be granted for
the assignment, transfer, pledge and/or conveyance of any refunds due
or to become due to developer except that such assignment, transfer,
pledge and/or conveyance shall be for the full amount of the total of
all such refunds due or to become due hereunder.
H. On all facilities included in this agreement for which the developer
awards his own construction contract, the developer agrees to follow
the following procedures:
( 1) If the City participates in the cost of the facilities,
the construction contract must be awarded after
advertising in a local newspaper at least one time not
less than two weeks to the date of receipt of sealed
bids as required by State statutes prescribing
regulations for contracts for public work. The sealed
bids must be opened in the presence of a representative
of the City.
(2) To employ a construction contractor who is approved by
the Director of the Department having jurisdiction over
the facility to be so constructed, said contractor to
meet City's requirements for being insured, licensed
and bonded to do work in public streets, and to be
qualified in all respects to bid on public projects of
a similar nature.
(3) To require the contractor to furnish to the City
payment, performance and maintenance bonds in the name
of the City for 100 percent of the contract price of
the facility, said bonds to be furnished before work is
commenced . To further require the contractor to
provide public liability insurance.
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(4) To give 48 hours notice t,o the department having
jurisdiction of intent to commence construction of the
facility that inspection personnel will be available;
and to require the contractor to allow the construction
to be subject to inspection at any and all times by
City inspection forces, and not to install any sanitary
sewer, storm drain, or water pipe unless a responsible
City inspector is present and gives his consent to
proceed, and to make such laboratory tests of materials
being used as may be required by the City.
(5) To secure approval by the Director of the department
having jurisdiction of any and all partial and final
payments to the contractor, said approval is made, in
accordance with requirements of this agreement , and is
not to constitute approval of the quantities of which
payment is based.
(6) To delay connections of buildings to service lines of
sewer and water mains constructed under this contract
until said sewer and water mains and service lines have
been completed to the satisfaction of the Water
Department.
(7) It is expressly understood by and between the developer
and the City of Fort Worth , that in the event the
developer elects to award one single construction
contract for storm drainage and pavement , shall be
separated in the bidding and City participation, if
any , shall be limited to the lowest possible
combination of bids as if each of the above were
awarded as separate contracts.
I. Anything to the contrary herein notwithstanding , for and in
consideration of the promises and the covenants herein made by the
City, the Developer convenants and agrees as follows:
(1) The Developer shall make separate elections with regard
to water and/or sanitary sewer facilities , storm
drainage, street improvements and street lights as to
whether the work prescribed herein shall be performed
by the City , its Contractor, or by the Developer's
Contractor. Each separate election shall be made in
writing and delivered to City no later than six (6)
months prior to the expiration of this agreement. In
the event any of such separate elections has not been
so made and delivered to City by such date, it shall be
conclusively presumed that the Developer has elected
that such work be performed by the City in accordance
with all of the terms of this agreement, and in
particular Paragraph II-F hereof.
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(2) Irrespective of any such election and whether the work
is to be performed by the City, its Contractor or by
the Developer's Contractor, the Developer covenants and
agrees to deliver to the City a performance bond or a
cash deposit in lieu thereof in accordance with the
provisions of Paragraph II-F of this agreement.
(3) In addition to the bond or deposit required in the
preceding paragraph, in the event Developer elects that
the work be performed by the City, or its Contractor,
or such election is presumed as provided above, the
Developer covenants and agrees to pay to the City his
share of the estimated construction costs. The amount
of such estimated payment shall be computed as set out
in Sections I hereof, based upon'the lowest responsible
bid for such work as determined by City, or upon a cost
estimated to be performed by City forces prepared by
the City, as appropriate, and shall be subject to
adjustment to actual costs upon final completion of the
subject. Such estimated payment shall be made promptly
upon demand by City, it being contemplated that such
payment will be made after the receipt of bids for work
but in every case prior to the award of any
construction contract, unless otherwise specifically
set out herein.
(4) Developer further covenants and agrees to, and by these
presents does hereby fully indemnify, hold harmless and
defend the City, its officers, agents and employees
from all claims , suits or causes of action of any
nature whatsoever, whether real or asserted, brought
for or on account of any injuries or damages to persons
or property, including death, resulting from, or in any
way connected with, this agreement or the construction
of the improvements or facilities described herein; and
in addition the Developer covenants to indemnify, hold
harmless and defend the City, its officers, agents and
employees from and against all claims, suits, or causes
or action or any nature whatsoever brought for, or on
account of any injuries or damages to persons or
property, including death, resulting from any failure
to properly safeguard the work or an account of any
act, intentional or otherwise,, neglect or misconduct of
the Developer, its Contractors, Subcontractors , agents
or employees. .
(5) Developer covenants and agrees that it discriminates
against no individual involving employment as
prohibited by the terms of Ordinance No. 7278 (as
amended by Ordinance No . 7400 ) , and ordinance
prohibiting discrimination in employment practice
because of race, creed, color , religion , national
origin (except for illegal aliens), sex or age, unless
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sex or age is a bonafide occupational qualification.
Developer further covenants and agrees that no labor
organization , subcontractor or employment agency ,
either furnishing or referring applicants to such
developer, nor any agent of developer is discriminating
against any individual involving employment as
prohibited by the terms of such Ordinance No. 7278 (as
amended by Ordinance No. 7400).
J. The attached Exhibits A, Location Map and North Fort Worth Airport
Phase I Water Facilities Addendum are made a part hereof for all
intents and purposes.
K. Venue of any action brought hereafter shall be in Fort Worth, Tarrant
County, Texas.
L. The City' s "Policy for the Installation of Community Facilities" , as
adopted by the City Council on January 7, 1986, is hereby incorporated
herein by reference, and Developer covenants and agrees to comply with
said Policy.
IN TESTIMONY WHEREOF , the City of Fort Worth has caused this
instrument to be executed in quadruplicate in its name and on its behalf by
its City Manager, attested by its City Secretary, with the corporate seal
of the City affixed, and said Developer has executed this instrument in
quadruplicate, at F rt Worth, Texas this the V4'-- day of
19y.
ATTEST: CITY OF FORT WORTH, TEXAS
B
Ruth Howard avid A. Ivory
City Secretary Senior Assistant City ger
APPROVED AS TO FORM AND DEVELOPER:
LEGALITY:
H-11
i i lwood Deveiop�i�e��t Cor oration
-( JVI • BY:
am W. Wood H. R. e ,
Deputy City Attorney President
t
Date: S'a2y' g ATTEST:
C - % 9P
Contract Authorization By:
V
Date II-7
APPENDIX "A"
COST ESTIMATE SUMMARY
PROJECT FORT WORTH ALLIANCE AIRPORTPHASE I WATER FACILITIES
PERFORMANCE
CONTRACT SECTION DEVELOPER CITY TOTAL GUARANTY
Water $2,142,687 $3,380,530 $5,523,217 $
Sewer -0- -0- -0- -0-
TOTAL $2,142,687 $3,380,530 $5,523,217 $
* Developer shall deposit 100% of approved bid.
AIRPORT TRACT : .�
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LEGEND
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PROPOSED PHASE ONE
TO SERVE NORTH PONT
PROPOSED PHASE ONE'
EDIT A TO SERVE BELTWAY,MALL SITE
A NORTHSIDE■
FA MR IMPROVEMENTS
EXHIBIT A
LEGAL DESCRIPTION
AIRPORT TRACT
Being a tract of land situated in the G. Overton Survey, Abstract
No. 972; the A. McDonald Survey, Abstract No. 786; the E. B.
Peters Survey, Abstract " No. 1626; and the J. Evans Survey,
Abstract No. 386, all in Denton County, Texas, said tract also
being situated in the G. Overton Survey, Abstract No. 1185, the J.
Evans Heirs Survey, Abstract No. 470; the M.E.P.&P. Railroad
Company Survey, Abstract No. 1135, the C. R. Harmon Survey,
Abstract No. 737; the A. C. Warren Survey, Abstract No. 1686, all
in Tarrant County, Texas, said tract being more particularly
described by metes and bounds as follows:
BEGINNING at the northeast corner of that certain 287.841 acre
tract of land formerly conveyed to Centerplex, Inc. as recorded in
Volume 1416, Page 352, Deed Records, Denton County, Texas, said
northeast corner being a 16 common nail at the base of a fence
corner corner lying by deed call south 270 varas from the north-
west corner of A. McDonald Survey, Denton County, Texas;
THENCE S 000 40' 06" E, 1549.99 feet;
THENCE S 000 21' 06" E, 274.34 feet;
THENCE S 890 28' 16" E, 3570.95 feet;
THENCE S 000 16' 29" W, 2288.49 feet to a 1/2 inch iron rod in the
northwest right-of-way line of Interstate Highway No. 35 W;
THENCE along the northwest right-of-way line of Interstate Highway
No. 35W the following courses and distances:
S 300 56' 26" W, 159.08 feet to the beginning of a curve
to the left;
196.82 feet along the arc of said curve to the left, with a
central angle of 00° 58' 10", whose radius is 11634.16
feet, the long chord of which bears S 30' 27' 21" W, 196.82
feet;
S 290 58' 16" W, 1407.78 feet;
S 890 30' 54" W, 101.76 feet;
S 000 07' 14" W, 176.21 feet;
CSB Job No. 870087-0101
May 12, 1988
Page 1 of 2
w �
Airport Tract (continued)
S 290 58' 16" W, 3311.38 feet to the beginning of a 'curve
to the left;
857.40 feet.along the arc of said curve to the left, with a
central angle of 08' 19' 12", whose radius is 5904.58 feet,
the long chord of which bears S 25' 48' 40" W, 856.65 feet;
THENCE S 680 20' 55" E crossing said Interstate Highway No. 35W
right-of-way 350.00 feet to a Texas Highway Department concrete
monument at the intersection with the southeast right-of-way line
Interstate Highway No. 35W and the east line of that certain tract
of land formerly conveyed to E. C. Tally as recorded in Deed
Volume 2424, Page 307, County Records, Tarrant County, Texas;
THENCE S 000 46' 17" W, 2852.16 feet to a point in the centerline
of Keller-Haslet Road (County Road No. 4042);
THENCE N 890 52' 54" W, along said centerline of Keller-Haslet
Road, 3208.21 feet;
THENCE N 090 52' 54" W, 714.61 feet;
THENCE S 80' 07' 06" W, 900.00 feet;
THENCE N 090 52' 54" W, 3700.00 feet;
THENCE S 800 07' 06" W, 600.00 feet;
THENCE N 090 52' 54" W, 1500.00 feet;
THENCE N 800 07' 06" E, 600.00 feet;
THENCE N 09° 52' 54" W, 1200.00 feet;
THENCE N 800 07' 06" E, 900.00 feet;
THENCE N 090 52' 54" W, 2000.00 feet;
THENCE N 180 30' 31" W, 901.13 feet to a 5/8 iron rod stamped
"Carter & Burgess" in the easterly right-of-way of the Gulf,
Colorado & Santa Fe Railroad right-of-way (100 feet wide);
THENCE N 240 16' 12" E, along said easterly right-of-way line,
2917.38 feet;
THENCE S 890 24' 38" E, 3007.15 feet to the POINT OF BEGINNING and
containing 1597.79 acres of land more or less.
CSB Job No. 870087-0101
May 12, 1988
Page 2 of 2
Disk: PD#E7
EXHIBIT "A"
LEGAL DESCRIPTION
FREEWAT TRACT
BEING a tract of land in Denton County and Tarrant County, Texas and being all or
part of the following surveys:
J. Ashford Survey, Abstract No. 1776,
H. Cox Survey, Abstract.No. 386 ,
M.E.P. and P. Railroad Company Survey, Abstract No. 1143 ,
T.G.A. Willis Survey, Abstract No. 1682 ,
S.T. Rhodes Survey, Abstract No. 1868,
Thomas Logan Survey, Abstract No. 1797,
Jose Chirino Survey, Abstract No. 265,
T.&P.R.R. Company Survey, Abstract No. 1569,
Francisco Cuella Survey, Abstract No. 267
William Huff Survey, Abstract No. 648
J.G. McDonald Survey, Abstract No. 1106,
G.W. Parker Survey, Abstract No. 1251 ,
Josiah Short Survey, Abstract No. 1236,
Francisco Cuella Survey, Abstract No. 1711 .
and also being all of the tracts of land conveyed to Republic Bank Dallas , N.A. ,
Trustee as recorded in:
Volume 85 90, Page 1201 ,
Volume 8590, Page 2172,
Volume 8591 , Page 2321 ,
Volume 8592 , Page 464,
Volume 8592 , Page 470,
Volume 8592, Page 476,
Volume 8592, Page 481 ,
Volume 8592 , Page 486,
Volume 8592 , Page 1483,
Volume 8594, Page 284,
Volume 8594, Page 299,
Volume 8597 , Page 606 ,
of the Deed Records of Tarrant County, Texas, and Volume 1915 , Page 0040 of the Deed
Rncordn of nenton County. Texan , and being, more particularly described by metes and
bounds as follows:
BEGINNING at the approximate southeast corner of the H. Cox Survey , Abstract No.
386 , said corner being on the westerly right-of-way line of County Road No. 4048
(Old Denton Road);
THENCE North 89 degrees 40 minutes 35 seconds West, along a fence, a distance of
3429.26 feet to a found Texas Highway Department Monument on the east right-of-way
line of Interstate Highway 35 West (350 feet wide right-of-way) ;
THENCE North 0 degrees- 15 minutes 04 seconds East , along said east right-of-way
line , a distance of 3149.00 feet to a found Texas Highway Department Monument for a
corner being on a non tangent circular curve to the right having a radius of 5554.58
feet and whose back tangent bears North 0 degrees 18 minutes 17 seconds East;
PAGE 1
THENCE Northerly, continuing along said east line, and along said curve through a
central angle of 5 degrees 25 minutes 29 seconds , an arc distance of 525.89 feet to
a found Texas Highway Department Monument for a corner;
THENCE North 89 degrees 42 minutes 49 seconds East, departing said east right—of—way
line, a distance of 842.91 feet to a point for a corner;
THENCE South 0 degrees 42 minutes 32 seconds East , along a fence, a distance of
367.11 feet to a point for a corner;
THENCE North 89 degrees 44 minutes 26 seconds Enst, along A fence, n distance of
2667.60 feet to a point for a corner in the centerline of County Rond No. 4048 (Old
Denton Road) ;
THENCE North 0 degrees 16 minutes 12 seconds East, along said centerline, a distance
of 2075.48 feet to a point for a coiner;
THENCE North 15 degrees 53 minutes 58 seconds East , along said centerline , a
distance of 120.79 feet to a point for a corner;
THENCE North 25 degrees 29 minutes 11 "seconds East , along said centerline , a
distance of 204.78 feet to a point for a corner;
THENCE North 14 degrees 36 minutes 13 seconds East , along said centerline , a
distance of 114.86 feet to a point for a corner;
THENCE North 1 degree 31 minutes 40 seconds East, along said centerline, a distance
of 164.99 feet to a point for a corner in the centerline of County Road 4042, (Keller
Haslet Road) ;
THENCE North 89 degrees 43 minutes 13 seconds East, along the centerline of said
County Road No. 4042, a distance of 424.47 feet to a point for a corner;
THENCE South 89 degrees 09 minutes 18 seconds East , along said centerline , a
distance of 1147.87 feet to a point for a corner;
THENCE South 87 degrees 59 minutes 01 seconds East , along said centerline , a
distance of 1247,61 feet to a point for a corner;
THENCE North 89 degrees 30 minutes 58 seconds East , along said centerline , a
distance. of 1280.34 feet to a point for a corner; ,
THENCE South 89 dgrees 38 minutes 26 seconds East, along said centerline, a distance
of 1016.67 feet to a point for a corner;
THENCE North 25 degrees 37 minutes 13 seconds East, along said centerline , a
distance of 5.61 feet to a point for a corner; 1.
THENCE North 88 degrees 23 minutes 22 secondR EAAt , along said centerline , n
distance of 190.46 feet to a point for a corner in the westerly line of the S.T.
Rhodes Survey, Abstract No. 1868, also being on or near the centerline of County
Road No. 4096 (Haslet Roanoke Road) ;
THENCE North 0 degrees 12 minutes 47 seconds East , along the centerline of said
County Road No. 4096, a distance of 1240.93 feet to a found 1/2 inch iron rod for a
corner;
PAGE 2
THENCE North 89 degrees 57 minutes 18 seconds East , departing snid centerline , n
distance of 765.00 feet to a point for a corner;
THENCE North 0 degrees 12 minutes 47 seconds East, a distance of 284.70 feet to a
point for a corner on the north line of the S.T. Rhodes Survey, Abstract No. 1868;
THENCE North 89 degrees 57 minutes 18 seconds East , continuing along said north
line , a distance of 1693.72 feet to a point for a corner on the west line of th Jose
Chirino Survey, Abstract No. 265;
THENCE North , 0 degrees 00 minutes 33 seconds West , along the west line of said
Chirino Survey, a distance of 766,31 feet to a point for a corner on the north line
of the said Jose Chirino Survey, and on or near the centerline of said County Road
No. 4096;
THENCE South 89 degrees 31 minutes 31 seconds East, continuing along the north line
of said Chirino Survey, a distance of 712.52 feet to a point for a corner; ,
THENCE South 0 degrees 28 minutes 29 seconds West , departing said north line, a
distance of 903.61 feet to a 'point for a corner;
THENCE South 89 degrees 31 minutes 31 seconds East, a distance of 274.50 feet to a
point for a corner;
THENCE North 0 degrees 28 minutes 29 seconds East, a distance of 903.61 feet to a
point for a corner on the north line of said Chirino Survey , and on or near the
centerline of said County Road No. 4096;
THENCE South 89 degrees 31 minutes 31 seconds East, continuing along the north line
of said Chirino Survey, passing a found 1/2 inch iron rod at 487 .84 feet and
continuing in all 812.77 feet to a 1/2 inch iron rod found for a corner;
THENCE North 0 degrees 26 minutes 16 seconds West, departing said north line and
along the westerly line of a 30—foot roadway easement as recorded in Volume 6620 ,
Page 256 T.C.D. R. , and on or near the centerline of Chaparral Road, a distance of
381 .69 feet to a point for a corner;
THENCE North 23 degrees 37 minutes 39 seconds East, continuing along said westerly
line, a distance of 345.90 feet to a 1/2 inch iron rod found for a corner;
THENCE North 85 degrees 15 minutes 49 seconds East, departing said westerly line, a
distance of 175.20 feet to a point for a corner;
THENCE South 89 degrees 31 minutes 31 seconds East, a distance of 610.77 feet to a
1/2 inch iron rod found for a corner on the west line of the Francisco Cuella
Survey, Abstract No. 267;
THENCE North 0 degrees 37 minutes 17 seconds East , along the west line of said
Cuella Survey, Abstract No. 267, and the west line of the Francisco Cuella Survey,
Abstract No. 1711 , a distance of 3856.62 feet to a 1/2 inch iron rod found for a
corner at the southwest corner of a Texas Power and Light (TP&L) Company tract as
recorded in Volume 668, Page 551 , Denton County Deed Records; ,
THENCE South 89 degrees 22 minutes 43 seconds East, departing said west line and
along the south line of said TP&L tract, a distance of 1100.00 feet to a point for a
corner;
PAGE 3
THENCE South 0 degrees 28 minutes 29 seconds West, departing the north line of the
said Chirino Survey, a distance of 2703.41 feet to a point for a corner;
THENCE North 89 degrees 38 minutes 31 seconds West, passing a tract corner at 487.84
feet and continuing in all 975.68 feet to a 1/2 inch iron rod found for a corner;
THENCE North 89 degrees 38 minutes 31 seconds West, passing a tract corner at 487.86
feet , passing a found 1/2 inch iron rod at 975.72 feet, and continuing in all
1939.89 feet to a point for a corner on the westerly line of said Chirino Survey;
THENCE North 0 degrees 00 minutes 31 seconds West , along said westerly line, a
distance of 500.91 feet to a point for a corner;
THENCE South 87 degrees, 56 minutes 15 seconds West, a distance of 1338.24 feet to a
1/2 inch iron rod found for a corner;
THENCE South 1 degree 48 minutes 52 seconds East, a distance of 599.05 feet to, 3
point for a corner;
THENCE South 87 degrees 55 minutes 57 seconds West, passing a tract corner at 402.47
feet and passing a 1/2 inch iron rod found at 708.99 feet , and continuing in all
1319.02 feet to a 1/2 inch iron rod found for a corner on or near the east line of
County Road No. 4053 (Alta Vista Road);
THENCE North 89 degrees 51 minutes 03 seconds West, a distance of 19.73 feet to a
point for a corner on or near the centerline of said County Road No. 4053;
THENCE South 0 degrees 06 minutes 27 seconds East , along the centerline of said
County Road No. 4053 , a distance of 1362.09 feet to a point for a corner;
THENCE South 0 degrees 32 minutes 03 seconds West, along said centerline, a distance
of 4265.64 feet to a point for a corner on the south line of the G.W. Parker Survey,
Abstract No. 1251 ;
THENCE North 89 degrees 36 minutes 57 seconds West , along the south line of said
Parker Survey , a distance of 3787 .55 feet to a point for a corner being the
southwest corner of said Parker Survey;
THENCE North 0 degrees 06 minutes 40 seconds West, along the west line of said
Parker Survey, a distance of 3486.11 feet to a point for a corner being the most
westerly northwest corner 'of the Parker Survey and in the southerly line of the
M.E.P.&P. Railroad Company Survey, Abstract No. 1143;
THENCE South 68 degrees 16 minutes 03 seconds West, along the southerly line of said
M.E.P.&P. Railroad Company Survey , a distance of 1564.50 feet to a point for a
corner in the projected centerline of County Road No. 4048;
THENCE South 63 degrees 39 minutes 04 seconds West, a distance of 63.75 feet to a
1/2 inch iron rod found for a corner on the westerly right-of-way line of County
Road No. 4048 (Old Denton Road);
THENCE South 18 degrees 51 minutes 32 seconds West, continuing along said westerly
right-of-way line , a distance of 25.00 feet to a 1/2 inch iron rod found for the
point of curvature of a circular curve to tha left having n radi%ix of 746 .20 feet;
a
PAGE 5
W
THENCE Southerly, continuing along said westerly line, and along said curve through
a central angle of 14 degrees 33 minutes 00 seconds , an arc distance of 189.49 feet
to a 1/2 inch iron rod found for a corner;
THENCE South 85 degrees 41 minutes 28 seconds East, continuing along said westerly
line, a distance of 7.25 feet to a point for a corner;
THENCE South 0 degrees 40 minutes 03 seconds West, continuing along said westerly
line, a distance of 2409.27 feet to the POINT OF BEGINNING AND CONTAINING 94,108,232
square feet or 2160.4277 acres of land more or less.
r
PAGE 6
EXHIBIT "A"
PROPERTY DESCRIPTION SOUTHERN TRACT
PARCEL "A"
Being a tract of land situated in all or portions of the following
surveys: the William P. McCowen Survey, Abstract No. 999, the Samuel P.
Williams Survey, Abstract No. 1690, the W. H. Bostick Survey, Abstract
No. 210, the W. H. Converse Survey, Abstract No. 248, and the J. R.
Knight Survey, Abstract Mr. 902, Tarrant County, Texas, said tract being
more particularly described by metes and bounds as follows:
BEGINNING at a standard Texas State Highway Department concrete
monument found in the easterly right-of-vay line of Interstate Highway
35W, said monument being the most westerly northwest corner of a tract
of land conveyed to H. R. Perot by general warranty deed as recorded in
Volume 8145, Page 1730, Deed Records, Tarrant County, Texas;
THENCE the following courses and distances along the easterly
right-of-way line of said Interstate Highway 35W;
North 000 00' 05" East, 539.24 feet;
North 000 00' 08" West, 458.80 feet;
North 000 00' 05" West, 1,196.37 feet to the beginning of a curve
to the right;
1,449.84 feet along the arc of said curve to the right with a
central angle of 140 57' 12", whose radius is 5,555.26 feet, the
long chord of which bears North 070 28' 31" East, 1,445.73 feet;
North 140 56' 27" East, 450.17 feet;
North 180 32' 00" East, 401.31 feet;
North 140 51' 26" East, 349.24 feet;
North 520 28' 16" East, 57.69 feet to a point in the south line of
Golden Triangle Boulevard, County Road No. 4106 (120 feet wide);
THENCE along the southerly line of said Golden Triangle Boulevard, the
following courses and distances:
South 890 57' 50" East, 661.35 feet;
South 890 38' 47" East, 763.79 feet to the beginning of a curve to
the right;
376.82 feet along the arc of said curve to the right with a central
angle of 320 53' 51" whose radius is 656.28 feet, the long chord of
which bears South 730 11' 52" East, 371.66 feet;
South 560 44' 04" East, 236.30 feet to the beginning of a curve to
the left;
Page 1
PD8 MCG-
324.91 feet along the arc of said curve to the left with a central
angle of 290 23' 50" whose radius -is 633.26 feet, the long chord of
which bears South 710 25' 59" East, 321.36 feet to a point in the
west line of Old Denton Road, County Road No. 4048;
THENCE South 000 13' 21" West, 1,223.38 feet along the west line of Old
Denton Road;
THENCE North 890 46' 32" West, 1,616.27 feet;
THENCE South 890 57' 29" West, 198.13 feet;
THENCE South 000 01' 23" West, 2,270.89 feet;
THENCE South 890 51' 15" East, 1,836.02 feet to a point in said west
line of Old Denton Road;
THENCE South 170 53' 49" East, 290.07 feet along the west line of Old
Denton Road;
THENCE South 000 14' 41" West, 672.47 feet along the west line of Old
Denton Road;
THENCE South 890 21' 56" East, 933.77 feet;
THENCE South 890 16' 14" East, 1,465.06 feet;
THENCE South 890 10' 29" East, 2,419.48 feet;
THENCE South 880 49' 16" East, 464.94 feet to a point in the west line
of North Beach Street, County Road No. 4053;
THENCE South 000 03' 10" East, 596.23 feet along the west line of said
North Beach Street;
THENCE South 890 18' 11" East, 20.20 feet;
THENCE South 000 06' 19" East, 20.77 feet;
THENCE South 890 29' 41" East, 1,393.40 feet along the southerly line of
Alta Vista Boulevard;
THENCE South 890 25' 49" East, 1,667.25 feet;
THENCE North 890 00' 09" East, 237.06 feet;
THENCE North 890 49' 45" East, 805.19,feet;
THENCE South 000 15' 43" East, 469.13 feet;
THENCE South 890 37' 00" East, 1,137.67 feet to a point in the west line
of Ray White Boulevard, County Road No. 4066;
Page 2
THENCE along the west line of Ray White Boulevard, the following courses
and distances:
South 010 41' 55" East, 201.90 feet;
South 000 33' 35" West, 1,638.02 feet;
South 000 18' 37" West, 236.02 feet to a point in the northerly
line of the City of Fort Worth corporate limits per Ordinance
No. 9142;
THENCE along said northerly line of corporate limits per Ordinance
No. 9142, the following courses and distances:
South 890 55' 49" West, 2,038.80 feet;
North 000 04' 11" West, 507.88 feet;
South 890 55' 49" West, 3,188.44 feet to a point in the east line
of said North Beach Street;
THENCE North 000 07' 08" East, 61.33 feet;
THENCE North 890 23' 17" West, 2,639.65 feet;
THENCE South 000 03' 35" East, 2,658.47 feet to a point in the northerly
line of the corporate limits of the City of Fort Worth per Ordinance
No. 8062;
THENCE South 890 54' 21" West, 882.75 feet;
THENCE North 890 59' 23" West, 1,770.93 feet to a point in Old Denton
Road, County Road No. 4048, said point being the northwest corner of the
City of Fort Worth corporate limits per Ordinance No. 9646;
THENCE South 000 13'45" East, 979.08 feet to a point in Old Denton Road;
THENCE South 000 02' 03" East, 369.67 feet along a line in Old Denton
Road;
THENCE South 890 52' 21" West, 1,010.94 feet;
THENCE South 000 12' 56" East, 2,273.20 feet;
THENCE North 890 31' 16" East, 1,000.44 feet to a point in Old Denton
Road, County Road No. 4048;
THENCE South 000 07' 53" East, 1,463.98 feet along a line in Old Denton
Road;
THENCE South 890 38' 27" West, 2,972.78 feet to a point in the
aforementioned easterly line of Interstate Highway 35W;
Page 3
THENCE 'along*said easterly line of. Interstate Highway 35W, the following
courses and distances:
North 000 05' 37" East, 1,458.18 feet;
North 000 02' 34" East, 2,289.38 feet;
North 010 14' 44" West, 194.67 feet;
North 000 O1' 37" West, 900.23 feet;
North 000 00' 22" West, 1,420.40 feet;
THENCE South 890 44' 27" East, 610.10 feet leaving said right-of-way
line;
THENCE North 000 01' 31" West, 499.89 feet;
THENCE North 890 42' 53" West, 610.20 feet to a point in the easterly
right-of-way line of said Interstate Highway 35W;
North 000 01' 38" West, 719.30 feet;
North.000 00' 25" West, 2,919.95 feet to the POINT OF BEGINNING and
containing 1,597.32 gross acres of land, more or less.
Save and except the following parcel of land:
Being a tract of land owned by the City of Keller and described in a
deed recorded in Deed Volume 6867, Page 2321, County Records, Tarrant
County, Texas, said tract being more particularly described by metes and
bounds as follows:
COMMENCING at the southeast corner of that tract of land described in a
deed to H. R. Perot, as recorded in Deed Volume 8494, Page 1570, said
County Records;
THENCE North 890 46' 32" West, 1,616.27 feet along the south line of
said tract;
THENCE North 000 05' 39" West, 1,161.88 feet to the POINT OF BEGINNING;
THENCE North 000 07' 44" East, 149.97 feet;
THENCE North 890 39' 27" West, 100.00 feet;
THENCE South 000 06' 34" West, 149.95 feet;
THENCE South 890 38' 32" East, 99.95 feet to the POINT OF BEGINNING, and
containing 0.34 acres of land, more or less, leaving a net 1,596.98
acres of land, more or less.
Page 4
This property description has been compiled from record information and
surveys by others, and should not be used for the purpose of conveyance
of real property.
t
Page S
LEGAL DESCRIPTION SOUTHERN TRACT
PARCEL B
Being a tract of land situated in the John Edmonds Survey, Abstract No.
457, in the .Philip Green Survey, Abstract No. 566, in the Nancy Ann
Roberts Survey, Abstract No. 1275, and in the Eli Shriver Survey,
Abstract No. 1455, all in Tarrant County, Texas, said tract of land
being more particularly described by metes and bounds as follows:
BEGINNING at the northwest corner of said Nancy Ann Roberts Survey, said
point being in the approximate center of north Beach Street;
THENCE N 000 13' '50" E, 107.28 feet;
THENCE S 480 42' 58" E, 162.97 feet;
THENCE N 89° 52' 51" E, 1141.20 feet;
THENCE N 890 55' 24" E, 1309.95 feet;
THENCE N 89° 45' 13" E, 1391.30 feet;
THENCE N 89° 25' 00" E, 1262.69 feet;
THENCE N 00° 05' 51" W, 798.37 feet;
THENCE N O1° 57' 35" E, 67.31 feet;
THENCE N 00° 00' 14" E, 2503.42 feet;
THENCE N 89° 23' 34" W, 703.14 feet;
THENCE N 89° 40' 32" W, 2086.32 feet;
THENCE N 89° 27' 38" W, 2440.34 feet;
THENCE N 000 22' 14" W, 1166.55 feet;
THENCE N 140 16' 00" W, 151.55 feet;
THENCE N 000- 16' 06" E, 1659.25 feet;
THENCE N 00° 04' 10" E, 768.20 feet;
THENCE N 89° 56' 06" E, 3188.44 feet;
THENCE S 00° 03' 54" E, 507.88 feet;
THENCE N 89° 56' 06" E, 2038.80 feet;
THENCE S 00° 04' 02" W, 576.45 feet;
C&B Job No. F186061006
w
THENCE S 890 37' 54" E, 2688.04 feet;
THENCE S 000 01' 17" W, 1277.05 feet;
THENCE S 000 05' 21" E, 3956.60 feet;
THENCE N 890 49' 04"' W, 1423.71 feet;
THENCE S 000 01' 21" W, 3241.37 feet;
THENCE S 550 00' 00" W, 642.90 feet to the beginning of a curve to the
right;
THENCE 473.01 feet along the arc of said curve, with a radius of
1260.00 feet, the long chord which bears S 650 45' 16" W, 470.24 feet;
THENCE S 130 12' 37" E, 550.00 feet;
THENCE S 690 30' 19" W, 440.00 feet to the beginning of a non—tangent
curve to the left;
THENCE 615.19 feet along the arc of said non—tangent curve, with a
radius of 2430.00 feet, the long chord of which bears S 27° 44' 51" E,
613.55 feet;
THENCE S 350 00' 00" E, 29.61 feet;
THENCE S 470 00' 00" W, 1385.26 feet;
THENCE S 380 01' 32" W, 70.34 feet;
THENCE S 320 20' 51" W, 180.03 feet;
THENCE S 560 41' 31" W, 116.91 feet;
THENCE N 890 29' 35" W, 36.23 feet;
THENCE N 000 04' 01" E, 1658.30 feet;
THENCE S 89° 28' 58" W, 269.90 feet;
THENCE N 00° 00' 06" E, 105.56 feet;
THENCE N 890 36' 00" W, 3984.79 feet;
THENCE N 000 28' 56" E, 1100.60 feet;
THENCE N 000 13' 50" E, 2536.27 -feet to the POINT OF BEGINNING and
containing 57,872,504 square feet or 1328.57 acres of land, more or
less.
CSB No. F186061001
MAY 1 8 1988
ADDENDUM NO. 1
TO
FORT 14ORTH ALLIANCE AIRPORT
PHASE I WATER FACILITIES
COMMUNITY FACILITIES AGREEMENT
This Addendum No. 1 (the "Addendum" ) to the
Phase I Water Facilities Community Facilities Agreement
(the "Phase I CFA") is entered into as of May 24 , 1988 . The
parties to the Phase I CFA hereby agree as follows :
2.: PARTIAL pAYMENT--PBOIEMI0N1$: Paragraph 1-6 of the Phase I
CFA is hereby replaced in its entirety by the following :
6. For all contracts awarded by the City, the Developer
shall pay its share of the cost to the City on a pro
rata basis concurrently with partial payments made by
the City under such contracts. The Developer shall
pay a fraction of each partial payment, the numerator
of which fraction is the Developer ' s share of the
cost under the applicable contract and the
denominator of which is the total contract cost .
Notwithstanding the foregoing, the final payment
under each applicable contract will be shared by the
City and the Developer in a ratio that will
accomplish the cost sharing set forth in Paragraph
1-4 above. The Developer agrees to pay to the City
the Developer ' s share of any partial or final payment
at least 10 days prior to the date the City is
required to make such payment to the contractor.
� SE. ITY PROVISIQNS: The Developer shall have the right
to secure its performance under a Developer awarded contract,
or its participation under a City-awarded contract, through the
pledging of securities as provided in the Pledge Agreement
attached hereto as Exhibit No. 1.
FRONT FOOT CHARGES: Paragraph 1-11 of the Phase I CFA is
1
hereby amended by the addition of the following sentence at the
end of said paragraph:
In accordance with standard City policy, no front
foot charges will be assessed or charged against
Developer for connections to or extensions from the
Phase I Water Facilities to serve Developments (as
defined below) located in the Airport Tract, Freeway
Tract, or Southern Tract.
CITY-AWgRDEDCONTRACTS: In the event the City awards any
construction contract for any of the Phase I Water Facilities
or Phase II Water Facilities, the Developer shall be relieved
of and released from all duties, obligations, and liabilities
imposed by the Phase I CFA or this Addendum that relate to or
arise in connection with activities that either the City or its
contractor performs , directs, supervises, controls, or is
otherwise responsible for.
5s CONFLICTS: In the event of any conflicts between the
specific provisions contained in Section I of the Phase I CFA
(i .e. Paragraphs 1-1 through 1-26 inclusive) and any general
requirements set forth elsewhere in the Phase I CFA, the
specific provisions shall control . In the event of any
conflicts between this Addendum and any provisions of the Phase
I CFA, this Addendum shall control .
2
EXHIBIT NO. 1
TO
ADDENDUM NO. 1
PLEDQE AQREEMENT
THIS PLEDGE AGREEMENT (the "Pledge Agreement") , entered
into as of May 24 , 1988 by and among
Hillwood Development Corporation ("Developer") , the City of
Fort Worth, Texas, a municipal corporation of Tarrant County,
Texas ("Fort Worth") and First RepublicBank Dallas, N.A. , a
national banking association ("First RepublicBank") .
W I T N F. .5 a N T N:
WHEREAS, Developer and Fort Worth expect to enter into
that certain Fort Worth Alliance Airportphase I Water Facilities
Community Facilities Agreement pertaining to the construction
of certain water facilities to serve the Fort Worth Alliance
Airport (the "Community Facilities Agreement" ) ; and
WHEREAS, the Community Facilities Agreement provides that
Developer shall submit to Fort Worth performance and payment
bonds, certificates of deposit, irrevocable letters of credit
or cash deposits (collectively, the "Intended Security") for
the purpose of guaranteeing satisfactory compliance by
Developer with all requirements, terms, and conditions of the
Community Facilities Agreement (collectively, the "Secured
Obligations") ; and
WHEREAS, Developer and Fort Worth desire and agree that
Developer be allowed to pledge Securities (as defined below) to
Fort Worth, to be held by First RepublicBank as escrow agent,
in lieu of and in complete satisfaction of the obligation to
submit the Intended Security to secure the performance of the
Secured Obligations;
NOW THEREFORE, for and in consideration of the premises,
ten dollars ($10.00) and other good and valuable consideration,
the receipt, sufficiency, and adequacy of which are hereby
acknowledged and confessed, the parties hereto hereby agree as
follows:
SECTION 1. Defined Termor. For the purposes of this
Pledge Agreement, unless the context otherwise clearly
requires, the following terms shall have the following meanings :
3
"Initial Security" shall mean the Securities
identified on Exhibit A attached hereto having an
aggregate Market Value of not less than $2, 142 , 687. 00,
which sum represents 100 percent of the estimated
Developer ' s share of the cost of constructing the Phase I
Water Facilities identified in the Community Facilities
Agreement . The Developer ' s share of the total cost of the
Phase I Water Facilities shall hereinafter be called the
"Estimated Developer ' s Cost" .
"Lien" shall mean any lien, security interest,
charge, tax lien, pledge, encumbrance, conditional sales
or other title retention arrangement or any other interest
in property designed to secure the repayment of
indebtedness or the satisfaction of any other obligation.
"Market Value" shall mean the price, as of any date,
obtained on such date from a generally recognized source
agreed to by the parties or the most recent closing bid
quotation obtained from such a source, excluding accrued
interest . The parties agree in advance to any source
acceptable to First RepublicBank that is a nationally
recognized exchange.
"Securities" shall mean (i) securities that are
direct obligations of the United States having a maturity
of not more than twenty (20) years and (ii) municipal
bonds having a maturity of not more than twenty (20) years
which are approved by Fort Worth and which are rated "AAA"
by Moody' s or by Standard & Poor ' s .
SECTION 2 . Plqdg-e. As security for the full and punctual
performance of the Secured Obligations, Developer hereby
pledges, hypothecates, assigns, transfers and sets over to Fort
Worth, and hereby grants to Fort Worth a security interest in,
the Initial Security and all rights and privileges pertaining
thereto with the exception of the interest income to be derived
therefrom, which interest income shall remain the property of
Developer and shall be distributed by First RepublicBank in
accordance with Developer ' s periodic instructions (all such
Initial Security, substitutions therefor as permitted hereunder
and other property and rights described are collectively called
the "Pledged Collateral") ; TO HAVE AND TO HOLD the Pledged
Collateral, together with all rights, titles, interests,
privileges and preferences appertaining to or incidental
thereto, unto Fort Worth subject, however, to the terms,
covenants and conditions hereinafter set forth. The security
interest granted and the assignments made hereunder are made as
security only and shall not subject Fort Worth or First
RepublicBank to, or transfer
4
or in any way affect or modify, any obligation of Developer
with respect to any of the Pledged Collateral or any
transaction involving or giving rise thereto.
SECTION 3. kby_aicAl Possession of Pledged Collateral_.
Concurrently with the execution of this Pledge Agreement,
Developer shall have delivered to and deposited with First
RepublicBank the certificates or instruments representing or
evidencing the Pledged Collateral. The parties acknowledge and
agree that First RepublicBank shall be required to segregate
the Pledged Collateral from other securities held in trust by
First RepublicBank for Developer in accordance with the normal
practices of First RepublicBank. First RepublicBank shall
return all certificates or instruments representing or
evidencing the Pledged Collateral remaining in its possession
to Developer (or take such other action as Developer may
request or direct) immediately after receipt of written notice
from Fort Worth that the Secured Obligations have been fully
performed. During such time as First RepublicBank has
possession of the Pledged Collateral, First RepublicBank shall
furnish to the City (when requested by the City) written
acknowledgments signed by a trust officer listing the Pledged
Collateral by name of security, type of security, maturity
date, interest rate, and CUSIP number and acknowledging that
such collateral has been pledged to the City pursuant to this
Pledge Agreement .
SECTION 4 . $.-epras-ent Uons and WaU-Annus .
Developer does hereby represent and warrant to Fort Worth and
First RepublicBank that: (i) Developer is the owner of the
Pledged Collateral free and clear of all Liens; (ii) Developer
has lawful authority to pledge the Pledged Collateral in the
manner hereby contemplated; (iii) no consent or approval of any
governmental body or regulatory authority is necessary to the
validity of the rights created hereunder; (iv) the execution,
delivery and consummation of this Pledge Agreement will not
violate any law, regulation, mortgage, indenture, contract,
instrument, judgment or decree applicable to or binding on
Developer and (v) this Pledge Agreement has been duly
authorized, executed and delivered by Developer and constitutes
a legal, valid and binding obligation of Developer enforceable
in accordance with its terms except as enforceability may be
limited by applicable bankruptcy, insolvency, moratorium or
other similar laws affecting creditors ' rights generally and
except as enforceability may be limited by general principles
of equity. The delivery at any time by Developer to First
RepublicBank for the benefit of Fort Worth of instruments, cash
or other items evidencing Pledged Collateral shall constitute a
representation and warranty by Developer that, with respect to
such Pledged Collateral, the matters heretofore warranted in
clauses (i) through (v) immediately above are
5
true and correct on, and as if they were made upon, the date of
such delivery.
SECTION 5. Covenants
(a) LkEfi_rma ive_CQ_eiDnJLp . So long as any of the
Secured Obligations remain unperformed, Developer
covenants and agrees that Developer will : (i) from time
to time execute and deliver to Fort Worth all such
assignments, certificates, supplemental writings, and
other items and do all other acts or things as Fort Worth
may reasonably request in order to evidence and perfect
the security interest of Fort Worth in the Pledged
Collateral; (ii) furnish Fort Worth with information which
Fort Worth may reasonably request concerning the Pledged
Collateral; and (iii) notify Fort Worth of any claim,
action or proceeding affecting title to the Pledged
Collateral or Fort Worth' s security interest therein.
(b) Neaativg -Covenant-a. Developer covenants and
agrees that Developer will not : (i) sell, assign or
transfer any rights of Developer in the Pledged
Collateral ; or (ii) create any Lien in the Pledged
Collateral, or any part thereof, or permit the same to be
or become subject to any Lien except the security interest
herein created in favor of Fort Worth.
SECTION 6. Voting_Rigbts: Dividends., Etc. , Prior to
D-e-fanit. So long as no Default exists, Developer shall be
entitled to receive, retain and expend any interest income
payable with respect to the Pledged Collateral and any and all
other distributions made on or with respect to the Pledged
Collateral . If a Default shall have occurred and be
continuing, any interest income payable on the Pledged
Collateral and any and all other distributions made on or with
respect to the Pledged Collateral shall be and become part of
the Pledged Collateral and shall be held in trust for the
benefit of Fort Worth. Fort Worth shall have the right, during
the continuance of any Default, to direct First RepublicBank to
notify and direct, and First RepublicBank shall have the right
to notify and direct, the issuer of the Pledged Collateral to
make all payments and distributions directly to First
RepublicBank for the benefit of Fort Worth. The issuer of the
Pledged Collateral making any such payments or distributions
shall be fully protected in relying on the written notice from
First RepublicBank.
SECTION 7. E-vents—-o efamlt. Developer shall be in
Default under this Pledge Agreement only upon the happening of
any of the following events :
6
(a) Default in the timely payment or performance of
the Secured Obligations after written notice thereof has
been given to Developer and First RepublicBank and such
default is not cured within five (5) days after such
notice;
(b) Any warranty or representation made to Fort
Worth by Developer in connection with this Pledge
Agreement proves to have been false in any material
respect when made; or
(c) Default in delivery of the Additional Securities
as provided in Section 13 hereof .
SECTION 8. Rights and Remedies of Fort Worth Upon and
After Default.
(a) JZg_-rUe_ y. Upon the occurrence of a Default, Fort
Worth shall have the right to direct First RepublicBank to
sell or otherwise dispose of all or any part of the
Pledged Collateral in accordance with normal banking
procedures . First RepublicBank is hereby authorized to
sell or otherwise dispose of the Pledged Collateral
immediately upon the receipt of a written statement
purporting to be executed by an authorized representative
of Fort Worth stating that : "Developer is in default in
the performance of the Secured Obligations under the Phase
I Water Facilities Community Facility Agreement; written
notice of such default has been given by Fort Worth to
Developer and First RepublicBank; such default was not
cured within five (5) days after such notice; and Fort
Worth is entitled to have the Pledged Collateral sold or
disposed of in accordance with Section 8 of the Pledge
Agreement. " In the event of sale, First RepublicBank
shall not be liable for any fluctuation in Market Value of
the Pledged Collateral, and any such sale or other
disposition may be as a unit or in parcels (it being
agreed that the sale of any part of the Pledged Collateral
shall not exhaust the power of sale granted hereunder, but
sales may be made from time to time until all of the
Pledged Collateral has been sold or until the Secured
Obligations have been fully performed) . Fort Worth shall
be liable for, and shall return to Developer, the amount,
if any, by which the sales proceeds exceed the amount
necessary to complete performance of the Secured
Obligations .
(b) ,Sale of P1eSIgecl CollateXAI. Upon the
consummation of any sale, First RepublicBank shall have
the right to deliver, assign, and transfer to the
purchaser the Pledged Collateral sold. Each purchaser at
any such sale shall hold the property sold free from any
claim or right of whatsoever kind, and Developer hereby
7
A R '
t
waives (to the extent permitted by law) all rights of
redemption, stay and/or appraisal .
(c) Ngt.i_Qga. Any notice required or permitted to be
given to Developer or Fort Worth shall be given in writing
and shall be personally delivered or mailed by prepaid
certified or registered mail to such party at the address
set forth below. Any notice required or permitted to be
given to First RepublicBank shall be given in writing and
shall be effective when actually received.
Hillwood Development Corporation
Attn: H. R. Perot, Jr.
12377 Merit Drive
Suite 1700
Dallas, Texas 75251
City of Fort Worth
Attn: City Treasurer
1000 Throckmorton Street
Fort Worth, Texas 76102
First RepublicBank N.A.
P.O. Box 241
Dallas, Texas 75221
Attn: Carol Peaster, Trust Department
Any such notice shall be deemed to have been given
(whether actually received or not) on the day personally
delivered as aforesaid or, if mailed, on the day it is
mailed as aforesaid.
SECTION 9. Certain Other Rights and Duties of Fort Worth
and First RepublicBank.
(a) RSSDonsibility for Pledged Collateral . Fort
Worth and First RepublicBank shall not have a duty to fix
or preserve rights against parties who may have had a
prior interest in the Pledged Collateral or to collect any
amount payable with respect to the Pledged Collateral , but
shall be liable only to the account of Developer for what
Fort Worth and First RepublicBank may actually collect or
receive thereon.
(b) N-Q disclosure In so far as permitted by
Art . 6252-17, Texas Revised Civil Statutes, Fort Worth
shall not discuss or disclose the Pledged Collateral with
any persons who are not employed by Fort Worth, and then
only to the extent such discussion or disclosure is
8
absolutely required.
SECTION 10. ExcIuaive,-ights and RWn_edies. This
Section 10 intentionally left blank.
SECTION 11. 5 b$Woution_4 Collateral_. Notwithstanding
any contrary provision in this Pledge Agreement, Developer
shall have the right (without the consent of Fort Worth) , at
any time and from time to time, to obtain releases from Fort
Worth of all or any part of the Pledged Collateral (hereinafter
called the "Released Collateral") upon satisfaction of the
following conditions:
(a) Developer shall provide Fort Worth and First
RepublicBank written notice that Developer desires to
obtain Released Collateral (as specified and described in
such notice) in exchange for a contemporaneous
substitution of different collateral (as also specified
and described in such notice) ; and
(b) Developer shall pledge to Fort Worth, and
deliver to First RepublicBank for the benefit of Fort
Worth, substituted Securities (the "Substituted
Collateral" ) the Market Value of which Substituted
Collateral shall be at least equal to the Market Value of
the Released Collateral . All Substituted Collateral shall
be deemed to be Pledged Collateral for purposes of this
Pledge Agreement .
Upon satisfaction of the above-specified conditions, Fort Worth
shall immediately execute a release of the Released Collateral
and direct First RepublicBank to return to Developer any
original certificates or instruments in First RepublicBank's
possession that represent or evidence the Released Collateral
or take such other action with respect to the Released
Collateral as Developer may request or direct . Developer shall
pay the expenses incurred by First RepublicBank in connection
with obtaining each such release and substitution.
SECTION 12 . krmiDdic Withdrawal Collagra-1.
Notwithstanding any contrary provision in this Pledge
Agreement, Developer shall also have the right, on the
expiration of each 180-day period after this Pledge Agreement
is executed, to withdraw portions of the Pledged Collateral
(hereinafter called the "Withdrawn Collateral") , upon
satisfaction of the following conditions :
(a) Developer shall provide Fort Worth and First
9
RepublicBank written notice (the "Notice") that Developer
desires to obtain the Withdrawn Collateral; and
(b) the aggregate Market Value of the Pledged
Collateral after withdrawal of the Withdrawn Collateral is
at least equal to the estimated value of the Secured
Obligations then remaining to be performed (such remaining
value is hereinafter called the "Estimated Cost to
Complete") .
The Notice shall include a description of the Withdrawn
Collateral and Developer ' s calculation of the Estimated Cost to
Complete. Upon receipt of the Notice, Fort Worth shall have
ten (10) calendar days to notify Developer of Fort Worth's
calculation of the Estimated Cost to Complete. If Fort Worth
fails to so notify Developer, then Developer ' s calculation
shall be deemed to have been accepted and approved by Fort
Worth. If Fort Wurth' s calculation is less than, or not more
than five percent (5%) higher than, Developer ' s calculation,
then Fort Worth' s calculation shall be deemed to have been
accepted and approved by Developer. If Fort Worth's
calculation exceeds Developer ' s calculation by more than five
percent (5%) , Fort Worth and Developer shall jointly approve a
Estimated Cost to Complete. Upon satisfaction of the
above-specified conditions and upon approval (or deemed
approval) of the Estimated Cost to Complete, Fort Worth shall
immediately execute a release of the Withdrawn Collateral and
direct First RepublicBank to return any original certificates
or instruments in First RepublicBank' s possession that
represent or evidence the Withdrawn Collateral or to take such
other action with respect to the Withdrawn Collateral as
Developer may request or direct . Developer shall pay the
expenses incurred by First RepublicBank in connection with
obtaining each such release.
SECTION 13. PeriQdicyaJuatiQn of Pledged Co ]at�ra.l. At
any time and from time to time (but not more frequently than
once each month) Fort Worth, at Developer ' s sole cost and
expense, may request First RepublicBank to obtain or provide
the Market Value of the Pledged Collateral . Fort Worth may
cause Developer to pledge additional Securities (the
"Additional Securities") as Pledged Collateral upon
satisfaction of the following conditions :
(a) Fort Worth shall provide Developer and First
RepublicBank a written notice setting forth the Market
Value of the Pledged Collateral and requesting Developer
to pledge Additional Securities having a specified Market
Value; and
(b) the aggregate Market Value of the Pledged
10
Collateral (including the Additional Securities) shall be
equal to (or, at Developer ' s option, greater than) the
last-determined Estimated Cost to Complete (or the
Estimated Developer ' s Cost if no Estimated Cost to
Complete has yet been determined hereunder) .
Developer shall have five (5) days from receipt of such notice
to pledge to Fort Worth, and deliver to First RepublicBank for
the benefit of Fort Worth, all certificates or instruments
representing or evidencing Additional Securities, the market
value of which Additional Securities shall be confirmed by
First RepublicBank within five (5) business days after receipt
of same.
SECTION 14 . Han-- gusigna4 of _F9_rt Woxth's Right_s.
The rights, powers and interest held by Fort Worth hereunder in
and to the Pledged Collateral may not be transferred or
assigned by Fort Worth in whole or in part . Any attempted
transfer or assignment shall be absolutely void and shall
entitle Developer to a release of all Pledged Collateral .
SECTION 15. NoWarver. No waiver by Fort Worth of any
Default shall be deemed to be a waiver of any other subsequent
Default . No delay or omission by Fort Worth in exercising any
right or power hereunder shall impair any such right or power
or be construed as a waiver thereof, nor shall any single or
partial exercise of any such right or power preclude other or
further exercise thereof .
SECTION 16. Bin
Being Effec.f. This Pledge Agreement shall
be binding on the parties, their successors and assigns . No
provision of this Pledge Agreement may be amended, waived or
modified except pursuant to a written instrument executed by
Fort Worth, First RepublicBank and Developer .
SECTION 17. -h - cw. This Pledge Agreement is to
be construed and interpreted in accordance with the laws of the
State of Texas .
SECTION 18. _CQ.untervanta. This Pledge Agreement may be
executed in any number of multiple counterparts and by
different parties on separate counterparts, all of which when
taken together shall constitute one and the same agreement .
SECTION 19. r.irs RepublicBank Indemnity. Developer
hereby agrees to release, hold harmless and indemnify First
RepublicBank (and its directors, officers, employees, agents
and representatives) from and against all claims , damages,
expenses, costs, suits and other liability of any kind
whatsoever that arise out of or are directly or indirectly
11
related to the performance by First RepublicBank of its duties
hereunder except for the gross negligence or willful misconduct
of First RepublicBank or its directors, officers, employees,
agents or representatives .
HI11WOOD DEVELOPMENT CORPORATION
By:
H. R. Perot, Jr .
Title: President
Date:
CITY OF FORT WORTH, TEXAS
By:
David A. Ivory
Title• Senior Assistant City Manager
Date:
FIRST REPUBLICBANK DALLAS, N.A.
By:
Name:
Title:
Date:
SIWO:642
12
4
200 000 l000*
ee 10
GRAPHIC SER I El
ROANOKE
DENTON COUNTY
M,
\`
•f
1 1 � ► i i . � �•�
City of bort Worth, Texas
Mayor and Council Communication
DATE REFERENCE SUBJECT: CONTRACT FOR THE INSTALLATION PAGE
5/24/88 NUMBER OF COMMUNITY FACILITIES - FORT WORTH 5
C-10989 ALLIANCE AIRPORT PHASE I WATER FACIL- 1of
ITIES
Recommendation
It is recommended that:
1) The following bond fund transfer be approved:
From To Amount Reason
83-015901-00 83-014008-00 $3,380,530 To provide funds for City's
Unspecified North Fort Worth share of water main
Airport Phase 1 construction
Water Facilities
2) The City Manager be authorized to reimburse the developer for the City 's
share of cost for water improvements upon satisfactory completion of the
same; and
3) The City Manager be authorized to execute the Community Facilities agree-
ment and the pledge agreement (Addendum No. 1) by and on behalf of the City
with the developer, Hillwood Development Corporation.
Discussion
Hillwood Development Corporation, acting by and through H. R. Perot , Jr. , its
duly authorized President, the developer of Fort Worth Alliance Airport Phase I
Water Facilities, has executed a proposed contract of community facilities to
serve the area shown on the attached maps.
The estimated cost of the community facilities is as follows and subject to
actual bid price:
Estimated Project Cost Developer City Total
Water $2,142,687 $3,380,530 $5,523,217
Sanitary Sewers -0- -0- -0-
Total . 2,142,687 3,380,530 $5,523,217
This community facilities agreement represents the collective effort of the
Water Department and the Perot Group to address the provision of water service
to the north Fort Worth area. In many significant ways the community facilities
agreement represents a departure from the "standard" policy requirements
related to the funding of these improvements. Many of these variations incor-
porate our understanding of the intent of the Service Plan for Annexed Area
adopted by the City Council on September 15, 1987, in Ordinance No. 9914.
DATE REFERENCE SUBJECT: CONTRACT FOR THE INSTALLATION PARE
5/24/88 NUMBER OF COMMUNITY FACILITIES - FORT WORTH 2 5
C-10989 ALLIANCE AIRPORT PHASE I WATER FACIL- of
ITIES
The community facilities agreement includes City participation in the cost of
percent water mains, a water storage tank (100%), and a pump station (60%).
Right of way costs for easements necessary to construct the facilities will be
shared equally by the City and the Developer.
It is anticipated that the City will award the construction contracts and that
each payment to the contractor(s) will be made by the City, with the Developer
making payments to the City so reimbursement of such payments at least 10 days
before any payments are due to be made.
The Developer's obligations will be secured by the pledge of securities
approved by the City. The Developer will pledge additional securities if the
market value of the pledged securities falls below the estimated cost of con-
tract completion.
The Developer will be entitled to recover its share of the costs of off-site
water facilities through front foot refunds (standard policy), on-site credits
(standard policy), and user refunds. User refunds will be paid only if and when
development takes place on the Developer's property. User refunds will only be
paid from water revenues received from such development. User refunds will
equal 15% of the front foot charge multiplied by the front footage on platted
property.
In accordance with the Service Plan referenced above, the City has agreed to
enter into one or more community facility agreements for the installation of
additional water facilities not covered by this community facilities
agreement. An estimate of the cost of such facilities is as follows:
Estimated Developer Cost.............. .$1,930,293
Estimated City Cost. ............. ......$3,697,740
TOTAL ESTIMATED COST. .... .. ... .........$5,628,033
The City's obligations for such additional water facilities is subject to the
City Council appropriating funds at a future date. Construction of the addi-
tional water facilities shall be pursuant to community facilities agreements
that conform to this community facilities agreement and will be subject to the
requirements of City policy dealing with community facilities in existence at
such time such subsequent CFA is executed.
The Developer agrees to construct the portion of the additional water
facilities necessary to connect into lines from the Eagle Mountain Water
Treatment Facility Plant on a schedule that matches the City's schedule for the
construction of such lines.
DATE REFERENCE SUBJECT: CONTRACT FOR THE INSTALLATION PAGE
5/24/88 NUMBER OF COMMUNITY FACILITIES - FORT WORTH 3 5
C-10989 ALLIANCE AIRPORT PHASE I WATER FACIL-
of
ITIES
If the City decides to modify the design of the additional water facilities,
the Developer will nevertheless be obligated to participate in the cost of the
modified design to the extent the Developer would have participated in the ori-
ginal design.
For City awarded construction contracts, the Developer will be relieved of
duties or obligations for activities that the City or the City's contractor
performs.
Special Condition
The community facilities agreement is prepared in conformance with staff's
understanding of the intent of the "Service Plan for the Annexed Area" attached
to and made a part of Ordinance No. 9914 approved by the City Council on
September 15, 1987, however the following variations from "standard" policy are
included in the Community Facilities Agreement.
1. Right of Way Costs - The Community Facilities Agreement provides that
the right of way easement costs for the Phase I improvements will be
shared equally by the City and the Developer. Normally, the
developer is required to provide easements unless condemnation is
required, in which case the costs are shared equally.
2. User Refunds - The Community Facilities Agreement contains a provi-
sionoi�r„user refunds" as actual users commence service from the
water facilities. This provision would make it possible for The Perot
Group to receive additional refund credits, not provided under exist-
ing policy. Wh i 1 e the total amount of refunds will not exceed the
developer's participation in oversizing, approach mains, engineering
life of the refund provision. It should be noted that "user refunds"
are based on actual customers added to the system and limited to
revenues generated by such new users.
3. Onsite Credit - The onsite credit provision included in the Community
Facilities Agreement is basically an offsetting refund for the
developer's participation in approach mains. Normally, following the
installation of facilities, the developer is entitled to 10% of the
front footage within the development multiplied times the
then-existing front foot charge. This Community Facilities Agreement
differs from this policy in that it permits inclusion of the Southern
Tract in the calculation of onsite credits. Under normal policy only
the Airport Tract and the Freeway Tract would be eligible for the
on-site refund credit.
DATE REFERENCE SUBJECT: CONTRACT FOR THE INSTALLATION PAGE
5/24/88 NUMBER OF COMMUNITY FACILITIES - FORT WORTH 4 of5
C-10989 ALLIANCE AIRPORT PHASE I WATER FACIL-
ITIES
4. Costs - The current policy for special facilities (pump stations,
storage reservoirs, etc. ) is that the developer will pay 100% of the
cost of the special facilities sized to serve the entire proposed
development. Under the existing policy The Perot Group would pay 100%
of the pump station and 75% or more of the elevated/ground storage
reservoirs. The proposed Community Facilities Agreement includes 40%
participation by The Perot Group on the pump station, 0% for the
ground storage reservoir, and 22 % of the elevated tank at such time
as a Phase II Community Facilities Agreement is developed.
5. En i neeri n Costs - Engineering costs by the developer are not nor-
mally considered as an eligible cost for City reimbursement. This
proposed Community Facilities Agreement allows for the recovery of
these costs by The Perot Group through credits from front foot
charges, on site credits, and user refunds.
6. Change in Future Policies - This proposed Community Facilities
Agreement includes a provision that the developer can take advantage
of future policy changes in subsequent agreements which would be more
favorable to the developer and the City will use its best efforts to
apply such changes to this Community Facility Agreement.
7. Modifications of Water Facilities - The current policy is for the
Water Department to determine main sizes in accordance with standard
design criteria and the water master plan. The proposed Community
Facilities Agreement provides that if the City makes "design" changes
to the engineering plans prepared for the developer, then the City
would pay the additional construction costs, except for any amounts
attributable to higher construction cost.
8. Performance Security - Under current policy the developer is required
to secure its performance by means of cash or letter of credit. This
proposed Community Facilities Agreement (Addendum No. 1) includes a
substitute pledge agreement consisting of specified securities which
has been reviewed and approved by the Finance Department and the
Department of Law.
Plan Commission Approval
On April 29, 1987, the City Plan Commission approved the Concept Plan (C-87-1)
for Northport Addition.
DATE REFERENCE SUBJECT: CONTRACT FOR THE INSTALLATION PAGE
5/24/88 NUMBER OF COMMUNITY FACILITIES - FORT WORTH 5
C-10989
ITIES
Financing
In order to provide sufficient funds for the City 's share of the cost of these
improvements, a bond fund transfer in the amount of $3,380,530 is proposed from
the Water Department Fund 83, Unspecified, Project No. 015901-00, in which
sufficient funds are available, to Water Department Fund 83, Project No.
014008-00 North Fort Worth Airport Phase 1, Cont. 1-5. The expenditures will
be made out of Index Code 683367.
DAI:fq
SUBMITTED FOR THE
CITY MANAGER'S David Ivory DISPOSITION BY COUNCIL: PROCESSED BY
OFFICE BY: ❑ APPROVED
ORIGINATING Joe Bilardi 7820 ❑ OTHER (DESCRIBE)
DEPARTMENT HEAD: CITY SECRETARY
FOR ADDITIONAL INFORMATIONJoe Bi lards 7820
CONTACT: DATE