HomeMy WebLinkAboutContract 32340 CITY SECRETARY
CONTRACT NO.
COMMUNITY FACILITIES AGREEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
WHEREAS, Trinity Bluff Development, Ltd., a Texas limited partnership,hereinafter
called"Developer", desires to make certain improvements to Trinity Bluff, 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 and Denton Counties, Texas, hereinafter called"City",to do certain
work in connection with said improvements.
NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:
That said Developer, acting herein by and through its general partner, Struhs
Development Corporation, acting herein by and through Tom L. Struhs, its duly authorized
President, and the City, acting herein by and through Dale Fisseler, its duly authorized
Assistant City Manager, for and in consideration of the covenants and conditions contained
herein, do hereby agree as follows:
I. General Requirements
A. The Policy for the Installation of Community Facilities ("Policy") dated March
2001, approved by the City Council of the City of Fort Worth, is hereby
incorporated into this Community Facilities Agreement as if copied herein
verbatim. Developer agrees to comply with all provisions of said Policy in the
performance of its duties and obligations hereunder. Any conflict between the
terms of this Community Facilities Agreement ("Agreement") and the Policy
shall be resolved in favor of this Agreement.
B. Definitions
As used herein, the following terms shall have the meaning ascribed to them:
1. "Completion Date" shall mean December 31, 2008, by which time all
Phase 11 Improvements shall be completed.
2. "Constructions Costs" shall mean the total cost of the Public and
Private Improvements estimated to be $20,000,000, also referred to herein as
the "Phase 11 Improvements". Construction Costs also include the costs of
professional services for the design of both the Private and Public
Improvements, together with inspection and material testing fees.
Constructions Costs exclude any and all other fees.
3. "Fort Worth Certified Company" shall mean a company whose
principal office for the services being provided is located within the corporate
limits of the City.
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE II
Page 1 of 11
4. "Fort Worth Certified M/WBE Company" means a minority or
woman-owned business that has received certification as either a minority
business enterprise (MBE) or a woman business enterprise (WBE) by either
the North Texas Regional Certification Agency (NTRCA) or the Texas
Department of Transportation (TxDOT), Highway Division, and whose
principal office for the services being provided is located within the corporate
limits of the City.
5. "Private Improvements" shall mean the apartment complex consisting
of not less than 270 units.
6. "Public Improvements" shall mean the proposed storm drain
improvements and an access easement for pedestrian access along the top of
the bluff and three access easements provided through Developer's property to
the Trinity River.
C. Developer shall expend or cause to be expended by the Completion Date at
least $20 million in Construction Costs. In connection therewith, the
Developer shall:
1. construct the Private Improvements; and,
2. construct the Public Improvements, the estimated cost of which is
$992,000. Developer shall not begin to construct the Public Improvements
until the City has approved the plans, specifications, and contract documents in
writing; and,
3. dedicate the public access easements for pedestrian access along the top of
the bluff and three access easements provided through Developer's property to
the Trinity River in the approximate locations as shown in Exhibit "Cl" and
any changes thereafter as mutually agreeable between the Developer and the
City.
D. In accordance with the terms and conditions of this Agreement, City agrees
that in connection with the construction of the Phase II Improvements, it shall
1. forego building permit and platting fees in an amount not to exceed
$477,000, such amount not being included in the Construction Cost;
2. subject to the terms of III.B hereof, cause the Developer to reimbursed an
amount not to exceed $992,000 (the "Reimbursement"), being the estimated
cost of the Public Improvements,
3. present to the Tax Increment Reinvestment Zone Number Nine, City of
Fort Worth, Texas ("TRV-TIF") the Developer's request that in connection
with the Phase II Improvements, the TRV-TIF fund an amount not greater than
$975,000 in streetscape costs and $450,000 in costs related to utility
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE II
Page 2 of l l
relocations and the undergrounding of utilities on the Development Property.
Developer's expenses in relocating utilities and placing utility facilities
underground shall be a part of and not in addition to the total Construction
Costs, whether funded by the TRV-TIF or not.
E. The Completion Date for the Phase II Improvements shall occur on or before
December 31, 2008 (the "Completion Date"). Failure to complete the Phase
II Improvements shall constitute a breach of this Agreement and Developer
shall not be entitled to any City participation.
F. Developer may award its construction contracts for the Private Improvements
in any manner it determines to be in its best interests.
G. The Developer shall award the construction contracts for the Public Improvements in
strict compliance with Texas Local Government Code,Chapter 252.
H. The contracts for the construction of the Public Improvements shall be
administered in conformance with paragraph 8, Section II, of the Policy.
I. The Developer further covenants and agrees to, and by these presents does
hereby, fully indemnify, hold harmless and defend the City, its officers, agents
and employees from all suits, actions or claims of any character, whether real
or asserted, brought for or on account of any injuries or damages sustained by
any persons (including death) or to any property, resulting from or in
connection with the construction, design, performance or completion of any
work to be performed by said Developer, his contractors, subcontractors,
officers, agents or employees, or in consequence of any failure to properly
safeguard the work, or on account of any act, intentional or otherwise, neglect
or misconduct of said DEVELOPER, his contractors, sub-contractors, officers,
agents or employees, whether or not such injuries, death or damage are
caused, in whole or in part, by the alleged negligence of the City of Fort
Worth, its officers, servants, or employees. The City and any of its authorized
designees agree to fully comply with the Developer's or its' designees requests
by following all safety and job requirements then in effect on the
Development.
J. Developer shall install or adjust all of the required utilities to serve the
development or to construct the improvements required herein.
K. Developer agrees that no lot shall be occupied under a certificate of occupancy
until the improvements required herein have been constructed (Article
104.100, Ordinance 7234).
L. Developer hereby releases and agrees to indemnify and hold the City harmless
for any inadequacies in the preliminary plans, specifications and cost estimates
supplied by the Developer for this contract.
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE!I
Page 3 of I 1
M. Developer agrees to provide, at its expense, all necessary rights of way and
easements across property owned by Developer required to construct current
and future improvements provided for in this agreement.
N. Developer agrees to construct proposed improvements as shown on the
exhibits attached hereto. The following exhibits are made a part hereof:
Exhibit A Drainage Facilities
Exhibit B Certified M/WBE Provisions
Exhibit C 1-C4 Park Facilities
O. City participation shall be due and payable at those times described in I1I.13
below and shall be based upon the actual cost of the Public Improvements as
contained in the construction contracts awarded for such improvements;
provided, however, that City participation shall not exceed$992,000.
P. Prior to completion and acceptance by the City of the Public Improvements
and prior to the dedication of the easements within which the Community
Facilities will be constructed, but subject to obtaining any necessary approvals
of the Department of Transportation and Public Works and the Water
Department, Developer may apply for and receive "foundation only permits"
in order to conduct grading and foundation work within the development.
Other building permits for any buildings to be constructed within the
development shall be issued when, as, and if the Community Facilities have
been completed and accepted by the City and the easements within which the
Community Facilities are constructed have been dedicated to the City either by
platting or by separate instrument necessary to serve such buildings or other
structures.
Q. Developer and City Agree that Developer will fully comply with the provisions
of the M/WBE provisions attached here to as Exhibit "B".
11. Parks Facilities
A. The City and Developer acknowledge and agree that the City of Fort Worth
Parks and Community Services Department has entered into an agreement with
the Developer. The Parks Department Agreement provides for:
B. City agrees to accept dedication of the slope area (with easements for utilities)
shown on attached Exhibit "C2" in lieu of the Developer's payment of park
fees generated by no more than the 1,691 dwelling units, which Developer
plans to build as shown on attached Exhibit 11C411
.
C. City and Developer agree that the tax-foreclosed property as shown on
attached Exhibit"C3"has an appraised value of$23,523.
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE 11
Page 4 of 11
D. Developer agrees to set aside certain land areas and cause improvements of a
system of public open space that comprise a square footage area that equals or
exceeds the amount of property indicated in Exhibit "C3". In exchange for the
creation of this public open space, the City agrees to convey (with no
additional consideration required) the property in said Exhibit "C3" to the
Developer, or its designee.
E. City and Developer agree that, if Developer should fail to cause improvement
of a public open space system, covering this square footage contained within
the Trinity Bluff Phase II Project Area shown on attached Exhibit "C4" then
Developer will pay City an amount equal to the appraised value of$23,523 for
the land shown on attached Exhibit"C3".
F. The existing Downtown Design Review Board must review all proposed
improvements to the public open space system in order to assure compliance
with the existing adopted Downtown Design Review Board standards and
guidelines.
G. Developer will request that this development be added to Public Improvement
District #10 in order to provide consistent, quality maintenance for the
publicly owned public open spaces.
III. MISCELLANEOUS PROVISIONS
A. IMPACT FEES AND CREDIT:
The Developer shall receive water and wastewater impact fee credits for each
meter removed or replaced in the development. The amount of each such water
and wastewater impact fee credit shall be equal to the amount that would be
charged as an impact fee for a meter of the same size as that being removed or
replaced according to the then current Water and Wastewater Impact Fee
Collection Schedule as of the date the Developer makes application for such
credit. The Developer may apply any impact fee credits available throughout
the development to any phase of the development even if the meter for which
credit is being given is in another phase of the development.
B. PAYMENT OF CITY PARTICIPATION
The actual amount of money the City will reimburse the Developer for the
Public Improvements will be calculated by multiplying the Reimbursement
Amount by the aggregate percentage to which the Developer (i) complied with
its requirements to complete the Phase II Improvements as detailed in Section
I.C.; and (ii) met the Construction Cost spending goals with Fort Worth
Certified M/WBE Companies, as provided by and in accordance with Section I
of this Agreement (collectively, the 'Base Benefit Percentage"), which shall
equal the sum of the percentages calculated pursuant to Sections 1-5 below:
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD,
TRINITY BLUFF PHASE 11
Page 5 of 11
1. Completion of Phase II Improvements (60% of Base Benefit
Percentage)
If the Completion Date occurs by the Completion Deadline and the
Construction Costs of the Phase II Improvements are at least $20
million, the Developer will earn sixty percent (60%) toward the Base
Benefit Percentage. An Event of Default shall occur if the Completion
Date does not occur by the Completion Deadline or if the Construction
Costs of the Phase II Improvements are less than $20 million.
2. Construction Spending with Fort Worth Certified M/WBE Companies
(Up to 20% of Base Benefit Percentage).
If the Developer spends the greater of (i) $5 million in Construction
Costs for the Phase II Improvements or (ii) twenty-five percent (25%)
of all Construction Costs for the Phase 11 Improvements, regardless of
the total amount of Construction Costs so incurred, with Fort Worth
Certified M/WBE Companies (the "Fort Worth M/WBE Construction
Commitment"), as provided by and in accordance with this Agreement,
the Developer will earn twenty percent (20%) toward the Base Benefit
Percentage. Dollars spent with Fort Worth Certified M/WBE
companies in satisfaction of the Fort Worth M/WBE Construction
Commitment shall also count as dollars spent with Fort Worth
companies in satisfaction of the Fort Worth Construction Commitment
outlined in Section III. B. 3.
If the Fort Worth Certified M/WBE Construction Commitment is not
met, the Developer will earn a lesser percentage toward the Base
Benefit Percentage that is based on the degree to which the certified
Fort Worth M/WBE Construction Commitment was met, which lesser
percentage shall equal to 20% less the product of the fraction whose
numerator is the number of dollars by which the Developer failed to
meet the Fort Worth M/WBE Construction Commitment and whose
denominator is the certified M/WBE Construction Commitment. For
example, if the Fort Worth certified M/WBE Construction
Commitment was $5 million and only $3 million in Construction Costs
for the Phase II Improvements were spent with Fort Worth Certified
M/WBE Companies (meaning that the Developer failed to achieve the
Fort Worth M/WBE Construction Commitment by $2 million), then the
percentage toward the Base Benefit Percentage that the Developer
would earn pursuant to this section would equal:
20% - [(20% x 12/5 or .4})], which equals
20% - [(.08], which equals
20% - (12%), which equals
12%
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE II
Page 6 of 11
3. Construction Spending with Fort Worth Companies (Up to 20%
of Base Benefit Percentage).
If the Developer spent the greater of (i) $5 million in Construction
Costs for the Phase II Improvements or (ii) twenty-five percent (25%)
of all Construction Costs for the Phase II Improvements, regardless of
the total amount of Construction Costs so incurred, with Fort Worth
Companies (the "Fort Worth Construction Commitment"), as provided
by and in accordance with this Agreement, the Developer will earn
twenty percent(20%)toward the Base Benefit Percentage.
If the Fort Worth Construction Commitment is not met, the Developer
will earn a lesser percentage toward the Base Benefit Percentage that is
based on the degree to which the Fort Worth Construction Commitment
was met, which lesser percentage shall equal to 20% less the product of
the fraction whose numerator is the sum of the number of dollars by
which the Developer failed to achieve the Fort Worth Construction
Commitment and whose denominator is the Fort Worth Construction
Commitment. For example, if the Fort Worth Construction
Commitment was $5 million and only $3 million in Construction Costs
for the Phase II Improvements were spent with Fort Worth Companies
(meaning that the Developer failed to achieve the Fort Worth
Construction Commitment by $2 million), then the percentage toward
the Base Benefit Percentage that the Developer would earn pursuant to
this Section would equal:
20% - [(20% x {2/5 or .4})], which equals
20% - [(.08)],which equals
20% - (.08%), which equals
12%
4. Calculation of Reimbursement Amount
The Reimbursement Amount of funds payable by the City to the
Developer will be calculated by multiplying the Reimbursement by the
Base Benefit Percentage. Continuing the above example, if the
Developer expends $20 million in construction costs for the Phase II
Improvements yet only spends $3 million in Construction Costs for the
Phase II Improvements with Fort Worth Certified M/WBE Companies,
then the Reimbursement amount is $992,000 multiplied by the sum of
the Base Benefit Percentage:
$992,000 x [60% +20% + 12%], which equals
$992,000 x 92%, which equals
$912,640
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE 11
Page 7 of 11
5. The Certified M/WBE Provisions attached as Exhibit B is
agreed upon and incorporated herein in its entirety.
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 Assistant 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 Fort Worth, Texas this the I day of
2005.
ATTEST: CITY OF FORT WORTH
By:
Marty Hendrix D e Fisseler
City Secretary Assistant City Manager
NO M&C REQUIRRD
Approval Recommende Appro 6 to Fo egality
Robert G ode, P. E.,Director Assist ity ttorney
Transportation and �
Public Works Department
ATTEST: DEVELOPER:
Trinity Bluff Development LTD., a
Texas
Limited Partnership
Secretary By: Struhs Development Corporation,
it General Partner
Tom L. S&419"President
l pproved By Legal Counsel for
Develo
Brian McCabe
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE 11
Page 8 of 10
\
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PIONEERESTR
v v'rCE ETARY
t'q I
\ � N
GULF COLORADO AND SANTE FE RAILWAY �
//��
EXHIBIT "'K LEGEND THIS DRAINAGE CONCEPT TAKES
STORM DRAIN EXHIBIT PROPOSED STORM DRAIN�-s-i TRINITY BLUFF DRAINAGE WESTERLY
EXISTING STORM DRAIN -- TOWARDS RIVER AND REMOVESI
FOR TRINITY BLUFF PHASE II DRAINAGE AREA DIVIDE ---- EXISTING DRAINAGE FLOW FROM ��
Prepared by Huitt—Zollars Inc. DRAINAGE BASIN TO THE EAST.
Exhibit`B"
Certified M/WBE Provisions
DEVELOPER OBLIGATIONS
Construction Commitment
The Developer shall expend or cause to be expended by the date as of which a final certificate
of occupancy has been issued for all of the Phase II Improvements (the "Completion Date") at
least $20 million in Construction Costsl to (i) construct an apartment complex with not less
than two hundred seventy (270) units for lease at market rates and (ii) provide and expend at
least $995,000 for area drainage improvements the plans and budgets of which must be
approved by the City in writing prior to any work thereon being undertaken (collectively, the
"Phase II Phase II Improvements").
Construction Spending Commitment for Fort Worth Certified M/WBE Companies.
By the Completion Date, the Developer shall have spent or caused to be spent with Fort
Worth Certified M/WBE Companies2 the greater of(i) $5 million in Construction Costs for
the Phase II Improvements or (ii) twenty-five percent (25%) of all Construction Costs for the
Phase II Improvements, regardless of the total amount of such Construction Costs.
Reports and Filings.
Plan for Use of Fort Worth Certified M/WBE Companies.
Within thirty (30) calendar days following execution of this Agreement or prior to the
submission of an application by or on behalf of the Developer for a permit to initiate
construction of any of the Phase II Improvements, whichever is earlier, The Developer will
file a plan with the City as to how the goals for the use of Fort Worth Certified M/WBE
Companies outlined in this Agreement will be attained. The Developer agrees to meet with
the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee
as reasonably necessary for assistance in implementing such plan and to address any concerns
that the City may have with such plan.
1 Construction Costs means site development costs;hard construction costs;contractor fees;the costs of
supplies and materials;engineering fees;architectural fees;and other professional(including legal and the costs
associated with the financing of the Required Improvements),development and permitting fees expended
directly in connection with the Required Improvements.
2 Fort Worth Certified M/WBE Company means a minority or woman-owned business that has received
certification as either a minority business enterprise(MBE)or a woman business enterprise(WBE)by either the
North Texas Regional Certification Agency(NTRCA)or the Texas Department of Transportation(TxDOT),
Highway Division,and whose principal business office is located within the corporate limits of the City.
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE II
Page 9 of 10
Monthly Spending Reports.
From the date of execution of this Agreement until the Completion Date, in order to enable
the City to assist the Developer in meeting its goal for construction spending with Fort Worth
Certified M/WBE Companies, the Developer will provide the City with a monthly report in a
form reasonably acceptable to the City that specifically outlines the then-current aggregate
Construction Costs expended by and on behalf of the Developer with Fort Worth Certified
M/WBE Companies for construction of the Phase II Improvements. The Developer agrees to
meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory
Committee as reasonably necessary for assistance in implementing such plan and to address
any concerns that the City may have with such plan.
Construction Spending Report.
Within thirty (30) calendar days following the Completion Date, in order for the City to assess
whether the Developer satisfied the requirements of this Agreement, the Developer will
provide the City with a report in a form reasonably acceptable to the City that specifically
outlines the Construction Costs expended by and on behalf of the Developer for construction
of the Phase II Improvements, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid by the Developer, including,
without limitation, final lien waivers signed by the Developer's general contractor. This
report shall also include actual Construction Costs expended by the Developer for
construction of the Phase II Improvements with Fort Worth Certified M/WBE Companies,
together with supporting invoices and other documents necessary to demonstrate that such
amounts were actually paid by the Developer to such contractors.
Audits.
The City will have the right throughout the term of this Agreement to audit the financial and
business records of the Developer that relate to the Project, the construction and operation of
the Phase II Improvements and any other documents necessary to evaluate the Developer's
compliance with this Agreement or with the goals and commitments set forth in this
Agreement (collectively "Records"). The Developer shall make all Records available to the
City on the Development Property or at another location in the City acceptable to both parties
following reasonable advance notice by the City and shall otherwise cooperate fully with the
City during any audit.
COMMUNITY FACILITIES AGREEMENT
TRINITY BLUFF DEVELOPMENT,LTD.
TRINITY BLUFF PHASE 1I
Page 10 of 10
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12-STORY70YYER -`� GULF ODLORADO A SANTA FE RAILROAD
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HLIf1T-AA ARS
EXHIBIT 'C4" o 100 200 400 Feat -�
PHASE II PROJECT AREA UPTOWN FORT WORTH/TRINITY BLUFF