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HomeMy WebLinkAboutContract 41889 (2)GI p S CR T CONTRAOT Na AMENDED & RESTATED DEVELOPMENT AND ESCROW AGREEMENT THIS AMENDED & RESTATED DEVELOPMENT AND ESCROW AGREEMENT (`Escrow Agreement") is made and entered into effective as of the 2f '`` day of /4 , 2011, by and among NORTH TARRANT 226 JOINT VENTURE ("Seller"), A-S 104 TIMl3 , LAND TOWN CENTER, L.P. ("Purchaser"), and TEXAPLEX TITLE COMPANY ("Escrow Agent"). RECITALS: A. Seller and NewQuest Equity, L.C. are parties to that certain Commercial Contract -- Unimproved Property (as amended, the "Contract") dated as of October 27, 2008 for the purchase and sale of that certain property located at the Northeast corner of N. Beach Street and Timberland Road, in the City of Fort Worth (the "City;"), Tarrant County, Texas, more particularly described on Exhibit A attached hereto (the "Property"). B. NewQuest Equity, LC., has assigned its rights, as purchaser, under the Contract to Purchaser. C. Simultaneously with execution and delivery of this Escrow Agreement, Purchaser has acquired the Property from Seller pursuant to the Contract. D. Seller is the owner of certain property located in Tarrant County, Texas more particularly described on Exhibit B attached hereto (the "Seller Property"). Pursuant to the Contract: (i) Purchaser is responsible for constructing the additions and improvements (which arc shown in Exhibits C1-C6 attached hereto) in accordance with plans and specifications (the "Plans") approved by the City and Purchaser pursuant to this Escrow Agreement (which additions and improvements, together with other additions and improvements required by the City in connection therewith, shall be collectively referred to herein as the "Road Work"); and (ii) Purchaser agreed to escrow with the American Title Company of Houston ("ATC") the sum of $1,075,000 (the "Deposit"), representing the estimated cost of constructing Purchaser's share of the Road Work), F, Purchaser, as "Developer", and the City have entered into a Community Facilities Agreement for the Road Work C"CFA") which provides that Developer shall submit to the City performance and payment bonds, cash deposits or other security acceptable to the City for the purpose of guaranteeing satisfactory compliance by Developer with all requirements, terms and conditions of the CFA and compliance with State law. G. The scope of the Road Work is shown on Exhibits C 1 _C6 attached hereto. ff. Purchaser and City desire and agree that Purchaser as the CFA Developer be. allowed to escrow and pledge the Deposit to the City, to be held by Escrow Agent hereunder, NOW THEREFORE, in consideration of the foregoing r and covenants contained herein and in the Contract, and DEVELOPMENT AND ESCROW AGREEMENT -- Page 1 vitals and the mutual r °OF�i �., M EGOS CITY SE©RETA Ft WO TN, TX noises Iuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENTS: I , Appointment of Escrow Agent; Acceptance of Appointment. The parties hereby appoint and designate TexaPlex 'I itle Company as Esctow Agent. Escrow Agent accepts such appointment and agrees to serve hereunder for the purposes and on the terms hereinafter set forth, and Escrow Agent agrees to cause the Deposit to be transferred from AFC to Escrow Agent, so that the Deposit is in the custody of and control of Escrow Agent. Upon receipt from ATC by Escrow Agent of the Deposit, Purchaser shall be deemed to have satisfied its obligations under Section 2 below regarding creation of the Deposit. For the purposes of this Escrow Agreement, Escrow Agent shall be deemed to be the agent of Purchaser. 2. Creation of Deposit. Subject to the terms and conditions hereof, Purchaser hereby deposits in escrow with Escrow Agent the Deposit, the receipt of which is hereby acknowledged by the Escrow Agent, Subject to the lei ins and conditions of this Escrow Agreement the Escrow Agent shall receive, hold in escrow, invest and release or disburse the Deposit as hereinafter provided. Completion of Road Work; Release of the Deposit. (a) Purchaser agrees that Purchaser shalt be responsible for completing the Road Work: Purchaser agrees to complete design of the Road Work in accordance with the design and construction timeline attached as Exhibit D attached hereto (the "Timeline"). Purchaser shall provide written updates to Seller regarding the completion of each milestone set forth in the Timeline. Prior to the applicable date set forth in the Timeline, Purchaser shalt.. submit.. to. Seller, for its review and approval (which shall not be unreasonably withheld, conditioned or delayed), a draft set of plans and specifications for the Road Work. Seller and Purchaser shall cooperate in good faith to agree on a final set of Plans which are mutually acceptable to both Seller and Purchaser and comply with the requirements of the City. Purchaser shall cause the Road Work to be completed in a good and workmanlike manner, in accordance with the final Plans, as approved by Seller, Purchaser and the City. Purchaser shall be solely responsible for paying (or causing to be paid) all costs incurred in connection with the completion of the Road Work, and Seller shall not be required to pay any costs or expenses in connection therewith, (b) Subject to the terms of this paragraph, Escrow Agent shall release the Deposit it is then holding to Purchaser as construction of the Road Work progresses upon receipt by Escrow Agent of Purchaser's written draw requests setting forth the amount of the requested disbursement accompanied by (i) copies of' all construction contracts entered into by Purchaser pertaining to the portion of the work for which payment is requested (to the extent not pre\ iously provided by Purchaser to Escrow Agent and Seller), (ii) detailed invoices from third parties evidencing the costs actually incurred for which payment is requested, (iii) a copy of a certificate from the contractor or an engineer confirming that the work for which payment has been requested has been completed in accordance with the Plans, (iv) confirmation from the City that DEVELOPMENT AND ESCROW AGREEMENT — Page 2 the applicable portion of the Road Work has been completed in accordance with the requirements of the City and (\) partial or final lien waivers from the contractor and all subcontractors who were paid from the proceeds of the immediately pieceding disbursement (each, a. "Draw Request"). The amount to be disbursed from the Deposit shall be in the amount set forth in the Draw Request, supported b. such invoices Purchaser shall deliver a. copy of each Draw Request to Seller at the same time that Purchaser delivers a copy of the Draw Request to the Escrow Agent. (c) Purchaser shall enter into a contract for construction of the Road Work no later than the applicable date set forth rn the Timeline and shall provide a copy thereof to Seller prior to such date. (d) If Purchaser fails to complete any specific item relating to either design or construction of the Road Work (or any portion thereof) by the applicable date set forth in the column entitled ' finish" in the Timeline (plus the period of any delays attributable to inclement weather, delays by governmental authorities, shortages in labor or materials and other events beyond the reasonable control of Purchaser; provided, that Purchaser shall not be entitled to claim a ctelay for any such event unless Purchaser notifies Seller as to the existence of such event and the period of delay applicable thereto within 30 days after the occurrence thereof; and provided further that in no event shall the number of days for such delays to which Purchaser shall be entitled exceed forty-five das s in the aggregate), then Seller may provide written notice (the "'Seller's Notice") of such failure to Purchaser (with a copy to Kroger 1 exas L.P. [' Kroger 1, an Ohio limited partnership) and the City at the respective addresses below). Pollowing receipt of the Seller's Notice, Purchaser shall have a period of thirty (30) days in which to complete the applicable item If Purchaser further fails to complete the applicable items within such thirty (30) das period, then the City shall be entitled (but not required) to take over (oi to designate a contractor to take over) completion of the design and/or construction of the Road Work by providing written notice to Purchaser, Seller, Kroger and the Escrow Agent within fifteen (15) business days after the expiration of such 30-day period (such 15-business day period being referred to herein as the "City Election Period"). If the City elects to take over the Road Work, the City shall have an additional ninety (90) clays beyond the applicable dates in the Timeline in which to complete the Road Work and shall complete the Road Work in accordance with the Timeline (as extended) and the Plans and the Escrow Agent shall release the Deposit to the City in accordance with Section 3(b) hereof. If the City elects not to take over the design and/or construction of the Road Work, or fails to notify Purchaser, Seller, Kroger and the Escrow Agent of its election to take over the design and/or construction of the Road Work within the City Election Period, then Kroger shall have the right (but not the obligation) to take over (or to designate a contractor to take over) completion of the design and/or construction of the Road Work by providing vvrrtten notice to Purchaser, Seller, the City and the Escrow Agent within fifteen (15) business days after the expiration of the City Election .Period (such additional 15- business day period being referred to herein as the Kroger Election Period '). If Kroger elects to take over the Road Work, Kroger shall have an additional ninety (90) days beyond the applicable dates rn the Timeline in which to complete the Road Work and shall complete the Road Work in accordance with the Timeline (as extended) and the Plans, and the Escrow Agent shall release the Deposit to Kroger in accordance with Section 3(b) hereof If Kroger elects not to take over DEVELOPMENT AND ESCROW AGREEMENT — Page 3 the design anct/or construction of the Road Work, or fails to notify Purchaser, Seller, the City and Escrow Agent of its election to take over the design and/or construction of the Road Work within the Kroger Election Period, then Seller shall be entitled (but not required) to take over (ot to designate a contractor to take over) completion of the design and/or construction of the Road Work by providing written notice thereof to Purchaser, Kroger, the City, and the Escrow Agent within fifteen (15) business days after the expiration of the Kroger Election Period. Following Seller's election to take over the Road Work, Seller shall have an additional one hundred eighty (180) days beyond the applicable dates in the Timeline (plus the period of any del vs attributable to inclement weather, delays by governmental authorities, shortages in labor or materials and other events beyond the reasonable control of Seller) in which to complete the Road Work and shall use reasonable efforts to complete the Road Work in accordance with the Timeline (as extended) and the Plans, and the Escrow Agent shall release the Deposit to Seller in accordance with Section 3(b) hereof. If neither Kroger, nor the City, nor Seller elect to take over the Road Work (or fail to so notify the other parties hereto within the applicable 15 business day period) in accordance with this Paragraph 3(d), then the responsibility for the Road Work will remain with Purchaser. 4. Scope of Escrow Agent's Undertaking. Escrow Agent's duties and responsibilities shall be Limited to those expressly set foith in this Escrow Agreement, Escrow Agent shall have no responsibility or obligation of any kind in connection with this Escrow Agreement and the Deposit except as expressly provided in this Escrow Agreement, and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold and deliver the Deposit as herein provided. Should any party to this Escrow Agreement make demand on the Escrow Agent for the disbursement of all or any part of the Deposit as provided in Section 3 above, Escrow Agent shall give prompt written notice of such demand to the non -demanding parties (including the City and Kroger), and Escrow Agent shall make no disbursement in response to any such demand if any non -demanding party shall give the Escrow Agent a written objection notice within ten (10) days after receipt of Escrow Agent's notice. 5. Knowledge and Sufficiency of Documents, Escrow Agent shall not be bound by nor obliged to recognize any agreement between the Seller and Purchaser or other party, regardless of whether Escrow Agent has knowledge of the existence of any such agreement or the terms and provisions thereof Escrow Agent shall not be charged with notice or knowledge of any fact or information not herein set out. Escrow Agent shall not be required in any way to detertine the validity, sufficiency, accuracy or genuineness, whc,ther in form or in substance, of the Deposit or of any instrument, document, certificate, statement or notice referred to in this Escrow Agreement or contemplated hereby, or of any endorsement or lack of endorsement thereon, or of any description therein. It shall be sufficient if any writing purporting to be such instrument, document, certificate, statement or notice is delivered to Escrow Agent and purports on its face to be correct in form and signed or otherwise executed by the party or parties required to sign or execute the same under this Escrow Agreement, Escrow Agent shall not be required in any way to determine the identity or authority of any person executing the same or the genuineness of any such signature. DEVELOPMENT AND ESCROW AGREEMENT — Page 4 6. Right of Intcrpleader. Should any controversy arise between or among Seller and Purchaser or any other person firm or entity with respect to this Escrow Agreement, the Deposit, or any part thereof or the right of any party or other person to receive the Deposit, or should Seller and Purchaser fail to designate another Escrow Agent as provided in Section _15 hereof, or if bserow Agent should be in doubt as to what action to take, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Deposit until the controversy is resolved in writing to th satisfaction of Escrow Agent, the conflicting demands are withdrawn, o r its doubt is resolved in writing to the satisfaction of Escrow Agent, or (b) institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The right of the Escrow Agent to institute such a bill of interpleader shall not however, be deemed to modify the manner in which Escrow Agent is entitled to make disbursements of the Deposit as hereinabove set forth other than to tender the Deposit into the registry of such court. Should a bill of interpleader be instituted, or should Escrow Agent be threatened with litigation o r become involved in litigation in any manner whatsoever on account of this Escrow Agreement or the Deposit, then, as between themselves and Escrow Agent, Seller and Purchaser jointly and severally hereby bind and obligate themselves, their successors and assigns, to pay to Escrow Agent its attorney's fees and any and all other disbursements, expenses, losses, costs and damages of Escrow Agent in connection with or resulting from such threatened or actual litiz ation. 7. Conflicts. In the event of any disagreement or conflicting instructions resulting in adverse claims or demands being made upon Escrow Agent in connection herewith, or in the event that Escrow Agent, in good faith, is in doubt as to what action should be taken hereunder, it may, at its option, refuse to comply with any claims or demands on it, or refuse to take any o ther action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Agent shall not be or become liable in any way or to any party for its failure o r refusal to act until all differences shall have been adjusted and all doubt resolved in writing to the satisfaction of Escrow Agent. Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including (but not limited to) the following: (a) any delay, error, o mission or default of any mail, telegraph cable or wireless agency or operator; or (b) the acts or o dicts of any government or governmental agency or other group or entity exercising governmental powers. 8. Scope of Duties and Errors in Judgment. Without in any way limiting any other provision of this Escrow Agreement, it is expressly understood and agreed that Escrow Agent shall be under no duty or obligation to give any notice, or to do or to omit the doing of any action o r anything with respect to the Deposit, except to receive, hold and deliver the Deposit in accordance with the terms of this Escrow Agreement. Escrow Agent shall not be liable for any error in judgment any act or omission, any mistake of Iav, or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence, 9. Instructions; Attachment and Garnishment. Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any of the other parties hereto or by any other person, rirm or entity, except only such notices or instructions as aic DEVELOPMENT AND ESCROW AGREEMENT-- Page 5 hercinabove provided for and orders or process of any court entered or issued with or without jurisdiction. If any part of the Deposit is at any time attached, garnished or levied upon under any court order or in case the payment assignment, transfer, conveyance or delivery of any part o f the Deposit shall be stayed or enjoined by any court order, or in ease any order, judgment or dec .ee shall be made or entered by any court affecting the Deposit or any part thereof, then and in any of such events Escrow Agent is authorized, in its sole discretion, to tely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it under the terms of this Escrow Agreement or otherwise; and if Escrow Agent complies with any such order, writ, judgment or decree it shall not be liable to :my o f the parties hereto or to any other person, firm or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 10. Indemnity, Seller and Purchaser jointly and severally agree to indemnify Escrow Agent, its partners, employees, agents and counsel (each herein called an 'Indemnified Panty") against, and hold each Indemnified Party harmless from, any and all losses, costs, damages, e xpenses c,taims and reasonable attorneys' tees, including but not limited to costs of investigation, suffered or incurred by any Indemnified Party in connection with or arising from o r out of this Escrow Agreement except such acts or omissions as may result from the willful misconduct o1 gross negligence of such Indemnified Party, 11. Notices. All notices, demands, and requests which may be given or which are required to be given by either party to the other shall be in writing and shall be deemed given e ffective as of (a) the date personally delivcred or delivered by fax, to the address set forth herein, as evidenced by written receipt theretofore or fax confirmation whether or not actually received by the person to whom address; (b) the third (3rd) business day after being sent, by certified or registered mail, return receipt requested, addressed to the intended recipient to the address set forth herein; or. (c) the first (1st) business day after being deposited into the custody o f a nationally recognized overnight delivery service addressed to such party at the rddress set forth herein, as follows: If to Escrow Agent: If to Purchaser: TexaPlex Title Company 4700 W. Sam Houston Parkway N., Suite 150 Houston, Texas 77041 Attention: Teri Clark/Cody Sobieski Fax: 713-583-5432 E-mail: esobieski%ttexaplextitic.com A-S 104 Timberland Town Center, L P. 8827 W. Sam Houston Pkwy. N., Suite 200 Houston, Texas 77040 Attention: Jay K. Sears Fax: 281-477-4300 E-mail: jsears cr?newquest.com DEVELOPMENT AND ESCROW AGREEMENT Page 6 with a copy to: If to Seller: with a copy to: NewQuest Properties 8827 W. Sam Houston Pk\\y. N., Suite 200 Houston, Texas 77040 Attention: Richard Heaton, Esq. Fax: 281-477-4311 E mail: rheaton(Dnewquest.com North Tarrant 226 Joint Venture 2705 Club Lake Trail McKinney, Texas 75070 Attention: Don Collins Fax: 972-562-0030 E-mail: donfca)donwcollins.com Geary, Porter & Donovan, P.C. 16475 Dallas Parkway, Suite 400 Addison, Texas 75001-6837 Attention; David M. Tatum Fax: 972-931-9208 E-mail: dtatuapd.com If to Kroger: The Kroger Co. Regional Engineering Department 19245 David Memorial Drive Shenandoah, Texas 77385 with a copy to: Kroger Texas L.P. Real Estate Department 1331 E. Airpoit Freeway Irving, Texas 75062 with a copy to: The Kroger Co. Law Department 1014 Vine Street Cincinnati, Ohio 45201 If to the City: City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 With a copy to: Planning & Development Department '\ttn Kate Beck 1000 Throckmorton Street Fort Worth, Texas 76102 DEVELOPMENT AND ESCROW AGREEMENT — Page 7 12, Consultation with Legal Counsel, Escrow Agent may consult with its counsel or o ther counsel satisfactory to it concet ling any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by Escrow Agent in good faith upon the advice of such counsel, Escrow Agent may act through its officers, employees, agents and attorneys, 13. Choice of Laws; Cumulative Rights. This Escrow Agreement and the Deposit shall be construed and regulated under and their validity and effect shall be determined by, the taws of the State of Texas, without regard to its rules of conflict of law rules. All of Escrow Agent's rights hereunder are cumulative of any other rights it may have by law or otherwise, 14. Reimbursement of Expenses. Escrow Agent shall not be entitled to receive any fees in connection with this Agreement; however, Escrow Agent shall be entitled to reimbursement from Seller and Purchaser, jointly and severally, for al( reasonable fees and expenses of legal counsel incurred by Escrow Agent in connection with the operation administration and enforcement of this Escrow Agreement and its obligations hereunder. As between Seller and Purchaser, such fees and expenses shall oe borne equally; provided, however, if such fees and expenses are incurred in connection with a dispute between Seller and Purchaser which is resolved pursuant to a final non -appealable order of a court of competent jurisdiction, the losing party in such dispute shall pay the legal fees and expenses of the Escrow Agent. If either Seller or Purchaser provide Escrow Agent with instructions ecpandinl the scope of Escrow Agent's responsibilities and obligations hereunder, Escrow Agent shall have no o bligation or liability in fa\or of Seller or Purchaser with respect to the performance of such expanded responsibilities and obligations unless and until there has been established a fee and expense reimbursement arrangement satisfactory to Escrow Agent with respect to such expanded o bligations and responsibilities. 15. Resignation. Escrow Agent may resign upon thirty (30) days prior written notice to each of Seller and Purchaser and, upon joint instructions of Seller and Purchaser, shall deliver the Deposit to any designated substitute Escrow Agent mutually selected by Seller and Purchaser. 16. Severability. If one or more of the provisions hereof shall for any reason be hold to be invalid, illegal or unenforceable in any respect under applicable law, such invalidity illegality or unenforceability shall not affect any other provisions hereof, and this Escrow Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, 17, Termination, Upon disbursement of the Deposit as specified in Section 3 hereof, this Escrow Agreement shall terminate; provided that the provisions of Sections 7 8 rind II hereof shall remain in full force and effect for so long as Tscrow Agent may have any liability. 18, General. The section headings contained in this Escrow Agreement are for reference purposes only and shalt not affect in any way the meaning or interpretation of this DEVELOPMENT AND ESCROW AGREEMENT— Page 8 Escrow Agreement. This Escrow Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute o ne and the same instrument, The terms and provisions of this Escrow Agreement constitute the e ntire agreement between the parties hereto. This Escroti\ Agreement or any provision hereof may be amended, modified, waived or terminated only by written instrument duly signed by the parties hereto or their successors and assigns. This Escrow Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective heirs, devisees, executors administrators, personal representatives, successors trustees, receivers and assigns. Purchaser shall be entitled to assign its rights and obligations under this Agreement to Kroger at any time, provided that Kroger shall assume all of the obligations of Purchaser hercunaer and all o bligations of Purchaser, as "Buyer", pursuant to Paragiaph 27 E(iii)(a) of the Contract, which provision is set forth below, and Purchaser shall provide a copy of the applicable assignment agreement within five (5) days of the date thereof. Seller shall not be bound by any such assignment until such time as an assignment complying with the foregoing requirements and executed by Kroger has been delivered to Seller. Nothing in this Escrow Agreement, express or implied, is intended to confer upon any other person (other than successors and assigns as noted above) rights or remedies undci or by reason of this Escrormm Agreement. Purchaser represents and warrants to Seller that Purchaser has not assigned any of its rights under this Agreement to Kroger or any other party prior to execution of this Escrow Agreement, 19. Amendment and Restatement, This Escrow Agreement amends and restates, in its entirety, that certain Development and Escrow Agreement (the "Original Agreement ) dated as of January 29, 20 t 0, by and among Seller, Purchaser, and Escrow Agent. To the extent of ans conflict between the terms and provisions of the Original Agreement and the terms and provisions contained in this Escrow Agreement, the tenns and provisions contained in this Escrow Agreement shall govern and control. [Remainder of Page Intentionally Lefl Blank] DEVELOPMENT AND ESCROW AGREEMENT -- Page 9 IN WITNESS WHEREOF, the parties have executed this Escrow Agreement in multiple counterparts, each of which is and shall be considered an original for all intents and purposes, effective as of the date first above written. ESCROW AGENT: TEXAPLEX TIT ; COMP NY By. Name: Title: ?URCHASER: A-S 104 TIM BERLAN I) TOWN CENTER, L.P., a Texas limited partnership By: A-S 104, La, a "Texas limited liability company, its general partner By: _SELLER.: NORTH T a Texas joi By: Name: Don W. ollin Title: Manager Name: Jay ears Title: Manager Ri vent T 226 CITY: City of Fort Worth, Texas 4r-•000P Fernando_Cost Assistant city Manager DE,VE[ OPMEENT AND ESCROW AGREEMENT — Page tO NT VENTURE 1 f ©VVIMAL E ECORD CUIt ( SECRETARY Flo Y TN WITNESS WHEREOF, the parties have executed this Escrow Agreement in multiple counterparts, each of which is and shall be considered an original for all intents and purposes, effective as of the date first above written. ESCROW AGENT: TEXAPT,EX TITLE COMPANY By: Name: Title: PURCHASER: A-S 104 '11IMBERLA.N I) TOWN CENTSJR, LP., a Texas limited partnership By: A-S 104, I_..C., a Texas limited liability company, its general partner By: Name: Jay K. Sears Title: Manager SELLER: NORTH 226 JO T ,TUT E a Texas jo By: Name: Don W. Co lids Title: Manager CITY: City of Fort Worth, Texas ofrfrarasa Fernando Costa Assistant City Manager DEVELOPMENT AND ESCROW AGREEMENT -- Page 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Recommended by; andle liar od Director PIa ing and Development Department Approved as to Form and Legality: Assistant City Attorney NO I r: , U R RED -- z .off': -3--- Attested by: DEVELOPMENT AND ESCROW AGREEMENT Page 11 4 o oos,zi 0 is 0 Qo °VOA .4%PJd 4kt a40o0a° .Cy tx OFFICIAL RECORD CITY SECRETARY FI; WORTH, TX EXHIBI T A THE PROPERTY Being a tract of land situated in the Jose Chirino Survey, Abstract No. 265 in the City of Fort Worth, Tarrant County Texas, and being a portion of Tract II conveyed to North Tarrant 226 Joint Venture by deed recorded in Volume 15468, Page 164, Deed Records, Tarrant County, Texas, described in the Deed to Minta Loren McPhereson recorded in Volume 12764, Page 636, Deed Recoids, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: Commencing at a PK nail found, in the North right-of-way line (proposed centerline) of Timberland Boulevard (a variable width right-of-way) said point being South 25 degrees 09 minutes 14 seconds East, a distance of 60.00 feet from the South corner of Lot 1, Block 3, MCPHERSON RANCH, PHASE II, an addition to the City of Fort Worth, Tarrant County Texas according to the plat thereof recorded in Cabinet A, Slide 8910, Plat Records, Tarrant County, Texas; Thence North 25 Degrees 09 Minutes 14 Seconds West, a distance of 60.00 feet to a 1/2 inch iron rod set with a yellow cap stamped (TX' IS RPLS 5299) in the proposed North right-of-way line of said Timberland Boulevard, said point being the South comer of said Lot 1, Block 3 MCPHFRSON RANCH, PHASE II same being the Southeast comer of and the Point of Beginning of herein described tract Thence South 64 degrees 50 minutes 46 seconds West, along the proposed North right- of-way line of said Timberland Boulevard, a distance of 125.36 feet to a 1/2 inch iron rod found, said point being in a tangent curve to the right having a radius of 976.00 feet, a delta of 25 degrees 59 minutes 50 seconds, and a chord that bears South 77 degrees 50 minutes 41 seconds West, a distance of 439.06 feet; Thence continuing along the proposed North right-of-way line of said Timberland Boulevard and along said curve to the right, an arc length of 442.85 feet to a 1/2 inch iron t'od set wi,h a yellow cap stamped (TXHS RPLS 5299); Thence, North 89 degrees 09 minutes 24 seconds West, continuing along the proposed North right-of-way line of said Timberland Boulevard, a distance of 208,21 feet to a 1/2 Inch iron rod set with a yellow cap stamped (TXHS RPLS 5299); Thence North 44 Degrees 18 Minutes 58 Seconds West, a distance of 49.92 feet to a 1/2 inch iron rod set for corner with a yellow cap stamped ('TXHS RPLS 5299) in the proposed East right-of-way line of North Beach Street (a variable width right-of-way), said point being the Southwest corner of heroin described tract; Thence North 00 Degrees 30 Minutes 54 Seconds East, along the proposed Vast right-of- way line of said North Beach Street, a distance of 212.11 feet to a 1/2 inch iron rod set Exhibit B Page 1 for corner with a yellow cap stamped (TXHS RPLS 5299), said point being the beginning of a curve to the left, having a delta of 16 Degrees 08 Minutes 34 Seconds, a radius of 1265.00 feet and a chord bearing of Noah 09 Degrees 40 Minutes 45 Seconds West, a distance of 355.23 feet; Thence, in a northerly direction, along said curve to the left, an arc length of 356.41 feet to a 1/2 inch iron rod set with a yellow cap stamped (TXHS RPLS 5299), said point being the South corner of Lot 1, Block 1, SARATOGA CENTER ADDITION, an addition to the City of Fort Worth Tarrant County Texas according to the plat thereof recorded in Cabinet A Slide 12369, Plat Records, Tarrant County, Texas; Thence North 00 degrees 31 minutes 07 seconds East, along the East line of said Lot 1, Block 1 SARATOGA CENTER ADDITION, a distance of 541.26 feet to a 1/2 inch iron rod found for corner, and being the Southw,est corner of Lot 39 (open space), Block 3, MCPHERSON RANCH, PHASE I, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded in Cabinet A, Slide 8266, Plat Records, Tarrant County "Texas; "Thence South 89 degrees 29 minutes 01 second East, along the South line of said Lot 39 (open space) and along the South line of Lot 40 (open space) of said MCPHERSON RANCH PHASE I, a distance of 780.94 feet to a 1/2 inch iron rod found for coiner, and being in the West line of Lot 19 (open space) of said MCPHERSON RANCH, PHASE I1 Thence South 00 degrees 43 minutes 54 seconds West, along the West line of Block 3 of said MCPHERSON RANCH PHASE II, a distance of 843,66 feet to a 1/2 inch iron rod set with a yellow cap stamped (TXHS RPLS 5299); Thence South 25 Degrees 09 Minutes 14 Seconds East, along the Southwest line of Block 3 of said MCPHERSON RANCH, PHASE, II, a distance of 161.23 feet to the Point of Beginning and containing 845,659 square feet or 19.41 acres of land. Exhibit B Page 2 EXHIBIT B SELLER PROPERTY [see attached] Exhibit B Page l L 0' PERMANENT UTIUTY EASTUENT VOL. 9G02. PC. 1391 V• k '5Er DRAINAGE do UTILITY EASEMENT ccp D2O733Gte9 SARATOGA. PHASE 3A lY,.coc 1 CAD. A. SLIDE 11029 WOODLAND SPRIHCa OrTICE PARK LOT 1. MOCK 1 GAO. A. SL]0E 11065 n 1LLACCs Cr MOOD ND SPRt' LOT 65. CLOGc 99 TYZ SHOPS AT TIVOcRLkdD CROSSING BLOCK t GROSS AREA 021.00a re.IL 21J3 out. R.O.W. D►DtCAT10N 03.407 ..Ic 1.9LAcua lel MICA 043.659 en.tl. 19.42 ocrss DRAINAGE EASEMENT BY ZPARATE 'NSTRUMENT THE VILLAGES or WOODLAND SPRINOS BLOC( 53 CAB A. SLIDE 9t44 60' DRAINAGE EASEMENT CC/ 02034419BD ® DEVELOPER PAYS UP TO 10" WL, CITY PAYS UPSIZE FROM 10" TO 12" WL ti : 100% DEVELOPER ® 1007 CITY WATER BONDS O' 50' ROD' 200' Scabs 1"-100' BENCh4ARKS BM /1— On Colden Trlongl■ tAvd.: Cty Monument ptT6104 on the west end of the mouth headwall of o culvert under Golden Tr';ongle tl:va.. ZOO Net East of Alla Vista Rd. (Beam St.). Eteval:on - 772.25 8M /2— On Alto Vista Rd. (N. Booth St.): City Monument /56103 in the center of a headwall (outlet droll for steel wotor tank). 34 c lent norof Roy Ychito RC. and 16 lout west of the watt oCOe othf o�oh. Devotion — 702.4G E ©9 t .50' DRAINAGE 9 UI1LTY� CASEMENT GCp 020.33P189 `\ Y000tANo pnµt PAat LOT 1. BLOCK 1 <s. r, •Lux M_ m S Of TOWLANO SMOG' LOT 1;3, ➢LGGK 96 1 T 22 PERMANENT RICER MAIN LARD/ENT *IL. 13575. PC DB 1-30" PERMANENT UTILITY CAIGNENT COL 0002, PG. 1391 ICE 9.CM AT RMSRLANO CROSSING otOtx CRI45 4:.A 9hme Nh 3, T•[nn N^n: etb2h1191 MA��qpn nEi AN A DIA.009 aoR rat' ORAINACC EADEMENT BY :SEPARATE SSIRUMENY 60' DPAINAGC EASEMENT (b( Dt0`.441'LZ • DEVELOPER NO CREDIT AGAINST FUTURE IMPACT FEES -r noy , e �99111�t1•R�I�R�jjYlr -. ik MLLAmS or euno A110 mc"< so CAS. A DUCE 0141 I— T T 70' PIPELINC CASEMENT COI/320/284130 r 20' TEMP. CONCT, E.AT. NG'TH TARRIACT GA J, . -OM 16Me, Pi. 104 r _J (f 90' ltc 130'Rave- In-MK 6 • cN d . ea b ggp s94 pgerts s"sj 1Y..ta i� �hs3 wi EXHIBIT C2 BM Pt- Cr Ganlm Trioarae BIZCity 6vntm a t 08t04 an the Mt e'd at tha Meth MAadwotl Rt 0 culvert crier Gddm Trim. F. BERL.:013 fort Earl al Alta 't41u RR. (Bad<N St.). Orracen - 722.25 SN P2- On Alm LU'te Rd. (N. Beach SCA- Gay Mawgent ptS1O5 In the canter ar a headwall (milt dren for Brun rater teat). 344 Drat n<Tth of Pcl Anita In not 18 ieet Kr -At of thy weal ado° 01 otph Eie.etan ,LAE 0 0 0' 0 :CEET II//alry © L4 H--T :Iy:I:H h________1 1 , I _. ____L_ _ _ _ --; I T-1 .I I. ---•--- I— -+---- I udM[R ' RANOI PHA 11 \-20• TEMP. CONST. ESMT. NORTH TARRAN1 226 V. VOL. 1S4t8, PC, 104 - 50' DRAINAGE do UTILITY EASEMENT CC/ D207336189 \•• S.IRATOCA, PHA JA CLOCK 1 CAO. A. 5J0C 111129 lAnCOLAND 5PR•N;,., Data PARK LOT 1, OLOCX 1 CAB. A. SUDC 1I08G / I THE VILLACCC Of wOOOLAND p14w Lot CS. moo( 07 c 1 20' PERMANENT WATER r 41AIN EASEMENT vOL. 1.7.579. PC. 170 T 1.30' PERMANENT UTILITY EASEMENT VOL. 76C2. PC. 1391 THE CA CPS AT TIYOfRLANO CRO55.ND OLCC>< 1 CR0 ; AREA e21•040 aft 71.11 .rr.. It_0. W. DEDICATION ♦V •0l qM1 1 e1 u=s. N[T ARCA 042.639 sa.1a 19.42 oar.. 20' DRAMNACC CASEMENT BY SEPARATE INSTRUMENT 60' DRAINAGE EASEMEN =if 0203441080 \ tia oi DEVELOPER CREDIT AGAINST FUTURE IMPACT FEES DEVELOPER NO CREDIT AGAINST FUTURE IMPACT FEES SA—D IMPACT FEE FUNDS (CP# 01547) ® 2008 CIP ARTERIAL BOND FUNDS (CP# 01692) 2T C• PIPEUNE EASEMENT CC/ 02042154150 T►/E va.LAOM OF n000LAND :PRINw CA0. A. SUDo144 LOCATION MAP MAPSCO 22-8 N.T.S. S7 100• 700• Scala 1"-100' BENCHMARKS a z 0 0 n C14 r- On Golden Mangle BIvc : City Morer,nant 'WICK on th. •oat end of the south hwG.all of c culvert undor Co14.n Tr:an¢■ Blvd_, 500 1..1 Eo.t of Alta V,Io R. (3.och 5L). Devotion — 722.25 • O~ < Jo (Y] ( ) m Q X .- V)0 mz < 0 0 z_> ©I--- jr BM g2— On Alto Meta Rd. (N. Beach S1.): Cty Monumont /85105 the center of a heoCwol (outlet dr0:n for steel 'voter tons). 3 4 feet north of Roy %hll. Rd. and 1G feet ..st of the west edge of oson. EIevol:on — 762 45 u De 0 $i Project tio.: 59401.01(20) ZHIET LEKH ©3 VN • 1Ce0' DRAINAGE EASEMENT C, o2o733Dle6 111E VILAWD.TS tle MOml 4oEIU)St DO L 20' PERMANENT RATER r YARN EASEMENT VOL 13599. PC, 170 T Lie PERMANENT U1RJW EASEMENT VOL 960Z PC. 1391 M SWV3 AT 11 DCRIAMD COO SNC MOCK MtA New 9.0.11t DEDIGARG WA? lap. NC!! AKA a4636 oat 19.42 son B DRAINAGE ENT SEPARATE INSEASEMTRU NT ra VAY366 Or MAGI o 7110&6 CM A. SLWL %N 6R DRAINAGE CASEMENT C, D2034419ao JAB r 2lYL PBEUNE EASEMENT CC/ D20428l150 i//A SA—D IMPACT FEE FUNDS (CP# 01547) I_— 1. , —�_ — J y N RANCH PM a -. T. E3t1T. NORM TMMNT 216 aV. _ 1516E PS In Mr�0.. Scup j Scats�1r.1CC _. E M EXHIBIT C4 BENCNMARRS BM ,t- On Gomm Triangle RIP.: t3ty Mwumml w51Da m mt weer ma of DR south headwall of a culvert unbar Caldm TrbngM BI1. 300 Stet Eael of Alla V'elo Rb. (Death 51). Elaeatlon - 72225 a P. 2 M 12- 011 Ma Stela Rt (N. Beach SLR Gty Manummt /e6105 M the tents/ of a headwoll (outlet wren for steel water took) 3H feet norm of Roy White Re. and 16 het net or 1M west edge a1 atah. Elaatean - 76246 0 0 Y C L Projr<l Bei 50101.01(00) SKEET FIN C4 IMBLRLAND BLVD. & N. SO' ORAINA .0 c 14 UTILITY_ EASCI.ICNT CC I 0207336189 SARATCCA, PHASE 3A OLCCK CAB. A. SUDE 11629 wOODEANO SPR:Nz. o17KY PARx for 1. fnocx CAB. A. SLIDE 11656 2.". PERMANENT WATER r MAIN CASEMENT L VOL 13579. PC. 178 TNC SHOPS AT 1nalERLAND CROS9KG SLOOP( 1 CROSS AREA I».9ee M.H. i1.JJ ammo RAW. CEOICATUCN 0.3.407 .atu 1.91Jeun NET AREA 843.850 tall. 12,4? ecr.. TRUNK LINE 28% DEVELOPER (CREDIT) 72 o DEVELOPER (NO CREDIT) (----20' ORAINACE EASEMENT BY SEPARATE INSTRUMENT 43% SA-D 57% BOND 60' ORAINACC CAr[MENT CCP 0203441950 120' PIPEUNE CASEMENT CC/ 0204254150 DE:vELOPER CREDIT AGAINST FUTURE IMPACT FEES 'f...! DEVELOPER NO CREDIT AGAINST FUTURE IMPACT FEES SA-D IMPACT FEE FUNDS (CP# 01547) ® 2008 CIP ARTERIAL BOND FUNDS (CP# 01692) TEMP. CONST. ESMT. NORTH TARRANT 226 JV VOL. 15465. PC. 164 ! 0' 50' 100' MO' 1_ s_ Sets 1'-100' BENCHMARXS NM Al- On Ocfecn Triangle Blvd.: City Monument /55104 o, the want end of the south heodeoil of o culvert under Colden Trvonot. Blvd. 500 1.11 Earl of Alto Vito Rd. (Beech SL). Elevation - 722.25 0M 12- On Alta Vista Rd. (N. Noon SL): City Monument y86105 In the centct of c hcodwdt (outlet droll for steel water tank). 344 fret north of Roy Willie Rd. and 16 feet wset or tho great *ego of osah. Cervotion - 762.46 ET! CZ .. b. • SO SARATOGA. PHASE 3A BLOC( CAB. A. SLUE 11829 w000LAN3 9RINGS OFi1CI PAW( LOT t. OLCCK 1 CA8. A. SUDS 118ti 1.30. PERMANENT unuT' CASEHENT VOL. 6602, PG. 1321 TK_ SHOPS AT TI►LBE LAND OtOSSING MOO( 1 CROSS AREA S71.01111 r11 .e.. R_0.110. LnaCAT10INJ 81.407 wn. Kt:T ARCA 645459 .Q.Il. 12.42 Dana 20' CRAINACE EASEMENT BY `,CPARAIE INSTRUMENT 60' DRAINAGE EASEMENT CC/ 02C34411180 DEVELOPER TO INSTALL STREET LIGHTING ON BEACH STREET THROUGH TRI—COUNTY. BEACH STREET LIGHTING NOT IN CFA THE 14LLACZS Or WOCCLANO SB'RON= ROCK 53 CAB. A, Sl1Ct 4144 I-20. PIPELINE EASEMENT CC/ 3204211415E DEVELOPER CREDIT AGAINST FUTURE IMPACT FEES SA-D IMPACT FEE FUNDS (CP# 01547) ® 2008 CIP ARTERIAL BOND FUNDS (CP# 01692) LOCA ICN ALAI MAPSCO 22-13 N.T.S. ScIc 1'-100' BENCHJJARKS t M 11- !>n Golden Trio -isle Bl.a: Cty Monument 586104 an the west end of the south heodwoll of a cllvcrl under Cold.., Triangle Blvd.. 500 feet Eclat of Alto V:slo Ra. (Beoc St.). Elevation - 722.25 t'4 f2- 0n Alto Vista Rd. (N. Osoch St.): City Monument /8G105 In the center of 9 heooyoll (outlet dro:n la 31eel rioter tank). 344 feet north of Roy Nhlto Rd. and 1G tent rest of 1ho ',col edge of caph. Elcrot:on - 762.46 0 >- Q CD Z 2 CD ID 6 7 8 9 10 11 12 13 14 15 16 17 'Task Name --i - - - Public Street Construction Topo Survey Public Street Design City Review Period Redesign and Resubmit to City City Review redesign and resubmit to city City Review Redesign and resubmit to city City Review City Approval Public Bid CFA Approval Pipeline Relocation Construction Close Out— Final Acceptance from City EXHIBIT D: Timberland Boulevard and North Beach Construction Schedule Duration 594 days 20 days 60 days 10 days 30 days 10 days 30 days 10 days 30 days 10 days 0 days 39 days 75 days 30 days 150 days 90 days Start Finish Mon 3/1/10 Mon 3/1/10 Mon 3/29/10 Mon 6/21/10 Mon 7/5/10 Mon 8/16/10 Mon 8/30/10 Mon 10/11/10 Mon 10/25/10 Mon 12/6/10 Fri 12/17/10 Mon 12/20/10 Fri 2/11 /11 Fri 5/27/11 Fri 7/8/11 Fri 2/3/12 Predecessors Thu 6/7/12 Fri 3/26/10 Fri 6/18/10 3 Fri 7/2/10 4 Fri 8/13/10 5 Fri 8/27/ 10 6 Fri 10/8/10 7 Fri 10/22/10 8 Fri 12/3/10 9 Fri 12/17/10 10 Fri 12/17/10 11 Thu 2/10/11 12 Thu 5/26/11 13 Thu 7/7/11 14 Thu 2/2112 15 Thu 6/7/1216 Q 2010 2011 2012 Q3 Q4 Q1 1 Q2 Q3 I Q4 01 Q2 Q3 14-4' '12/17 Project: Timberland Blvd Construction Date: Thu 5/12/11 Task Split Progress Milestone w, External Tasks Summary External Milestone Project Summary Deadline Page 1