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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 \ \ t 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 PUBLIC OPEN SPACE PROMENADE :aw GREENSPACE BLUFF PLAZA �"3"J \�. \ WEST FORK TRINITY RNER(BACI I AREA I KK OF CURB TO R.U.W.AREA 2 (R.U.W.TO BLDG.SETBACK-T' NOTE: AREA BLDG ENVELOPE FOR \ \;"`ti RIVERSIDE PROPERTY TO rr � OIXONADE( -\ \ MATCH SAME PERCENTAGE OF OPEN SPACE. MULTI-PURPOSE OPEN SPACE ']YU ADDITIONAL PUBLIC OPEN SPACE .� _- / - ai�� - _., _ _ 12-STD WER 1 ~ / .�. caul - MULTI-FAMILY PRNATE OPEN SPACE II T aN. PRIVATE OPEN SPACE \ ,t\ FIASFi L _ s M P F ILY 4 EIFMEWARY"/V NOTE: FOR SQARE FOOT CALCULATIONS REFER TO OPEN SPACE PHASE 2 SPREADSHEET. \ �� NEERS o REFERS TO AREA CALCULATIONON ^, \�-.._ IN i \ rTTvci �E �CFMETERYST SPREADSHEET. t � ° '4---,yy . 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SEw£R EA4EIAENT NWYa'Ta"I W..�/ PFORTttO� 5a.0 �t K a LOT 4 TRONIY ADdTION LOTS n No ,gyp"E ff O.tba OF AN ACRE MWNIUN FIMSHSO Fl.00N J TA++T fin'WRIER CONTROL 1 71.87 ELEVAl10N.539,50'FEET - $ ANO`R'PROVE1.1EiIT DISiRU^.T I:O.1 PAGE 7048-398, .>: �...e. y' p QS4a'w 25.0' 389 8 StS W 11 "co c� ID 1 NQ 7� LOT' Pi1aL�0,1CT.SLS' 1 `� LOT 4 t 8 J. L MOORE SUBDIVISION 11 3 + To pp G S 1 PAOf 1 AT ; LM 3 TRACTI. CITY OP FORT MORTN A IKRROIPAL OpIPORALON •� Will. TO 14X.- 00 O.R.T.O.T 1 Z. g II �- RIEO R.ANG+ANO 8116 1 4 LOT 2 IMSTANCE yAA 7773, r p! ! PH1LPAK Ul V TQ. 1 1 4B l 40.94' BLOCK 8 Taw LOT 1 04 1PHITY BLUFF I A001 TION 1 LOT I 0,237 OF A 1 LOT T ACR X' 1T'SANITARY tl7d>e GPSEA 1 PER CITY Y PEER OEMRiT 2,13 1 OE FORT RM SEWER SOO t �. l 1 PAGE 2048-395. 1 4 E18168— W Ta rarr411m \�L,LO R MaL a°""lla` rommm MEW W-55 �dl x�►►b�� 41G3�4: LEGEND PHASE It BOUNDARY LME /btu Ir WEST FORK TRINFrY RNER I PHASE Y AREA TOTAL: 18.55 Ar- 8 00,095 G808.095 SF � o MULTI mmY M n-F Yr �SH ELEMENTARY \1 PIONEERS REST TUnNtICIMES nau 16-STOW TOWER \ -- �---� � --- 12-STORY70YYER -`� GULF ODLORADO A SANTA FE RAILROAD • 1cu�s HLIf1T-AA ARS EXHIBIT 'C4" o 100 200 400 Feat -� PHASE II PROJECT AREA UPTOWN FORT WORTH/TRINITY BLUFF