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HomeMy WebLinkAbout065994 - Construction-Related - Contract - GRBK Edgewood LLCCSC No. 65994 AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS TERRA VELLA (PP -23-024) This AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and GRBK Edgewood LLC ("Developer"), acting by and through its duly authorized representative. City and Developer are referred to herein individually as a ("Party") and collectively as the ("Parties"). WHEREAS, Developer, or one or more of its affiliates, is constructing the TERRA VELLA in the City of Fort Worth; and WHEREAS, the City and Developer desire to establish a formal written agreement relating to the parkland dedication improvement requirements, improvement credits and land or improvement refunds related to the TERRA VELLA. NOW THEREFORE, City and Developer agree as follows: OFFICIAL RECORD CITY SECRETARY SECTION 1 BACKGROUND AND PURPOSE FT. WORTH, TX 1.1 Developer, or one or more of its affiliates, is constructing, or causing to be constructed, the TERRA VELLA ("Development Area") in the City of Fort Worth. The Development Area means the property that is owned by the Developer, which is more particularly identified in Exhibit "A" - Development Area and Park Concept Plan, attached hereto and incorporated herein by reference and is being dedicated pursuant to this Agreement. 1.2 New residential development, or an increase in density by redevelopment in existing neighborhoods, creates the need for additional park and recreation facilities. The City's Neighborhood and Community Park Dedication Policy ("Policy") governs the park dedication and improvement requirements in the City. The Policy is a City regulation adopted by public ordinance, and Developer is on notice of its contents. The Policy is incorporated herein by this specific reference as if fully set forth herein. The construction of the Development Area creates the need for additional parkland in the City and, therefore, is subject to the Policy. 1.3 The City and Developer acknowledge that this Agreement is not intended to supersede the Policy; rather, it is meant to identify certain specific responsibilities and obligations of the Developer and City as they relate to the Policy. To the extent that the Policy conflicts with the terms agreed to herein by the parties, the Policy shall govern. The parties acknowledge and understand that the City may, from time - to -time, revise the Policy; therefore, to the extent that any future Policy revisions impact the terms of this Agreement, the parties will amend this Agreement accordingly. A failure to amend this Agreement will not render it void; however, any future changes to the Policy that legally affect the terms of this Agreement will automatically be incorporated and supersede any conflicting terms stated herein, provided, however, that such changes to the Policy will be only applied on a prospective, and not retroactive, basis for legally vested rights. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 1 of 26 1.4 This Agreement is effective on the date signed by the Assistant City Manager as evidenced on the signature page ("Effective Date") and remains in effect until the date the Developer has complied with all of its obligations under the Policy and this Agreement. Upon complying with all obligations, as required, this Agreement will terminate automatically, as determined in the absolute discretion of the Director of the City's Park & Recreation Department or the Director's authorized designee ("Director"). SECTION 2 CENTRAL CITY PARK FLAT FEE 2.1 If the Development Area falls within the Central City (Park Planning District 4) ("PPD 4"), the Development Area is subject to the Central City Park Flat Fee per each additional residential dwelling unit, based upon the Development Area's land use in the past five years, in lieu of a land dedication and associated fees. If the entire Development Area falls outside of PPD 4, then this Section 2 will be of no force or effect. 2.1.1 The Development Area falls within PPD 4: ® No 2.2 The Developnlenl. Area is subject to the Central City Park Flat Fee in the amount of SPELL OUT NUMERICAL VALUE OF FEE: N/A ($INSERT NUMERICAL VALUE OF FEE: N/A) for each additional residential unit as established in the version of the Policy in effect when the fee is collected. Iii accordance will) the Policy, the lee is assessed at the time of bull(1mg permit and must be paid to the City prior to the issuance of any building permit(s). 2.3 Central City Park Flat Fee Credits: City and Developer [] T1AVE, [Ti HAVE NOT mutually agreed to credits against this fee for the Development Area subject to the Central City Park Flat Fee. The terms of such credits, if any, are more particularly described in Exhibit "B" which is attached hereto and incorporated herein for all purposes. Agreements concerning determinations: of allowable Central City Park Flat Fee credits must be lounlalized prior to release of the first building l.)ern)it. In accordance with the Policy, any fee increase or decrease greater than the consumer price index requires the approval of the City Council, 2.3.1 If City and Developer have agreed to Central City Park Flat lee Credits, then the Developer will expend or cause to be expended the Central. City Park Flat Fee ill construction costs for sit( development, of neighborhood parks (public and private) consistent with in the Park Recreation and Open ;pace Master Plan and the Policy (collectively, the "Approved Improvements"), a lion -exclusive list of which is attached hereto as Exhibit "C'' and incorporated herein for all purposes. 2.3.2 Developer, for any fee remaining after any and all Central City Park Flat Fee Credits, must pay to the City the full amount due prior to the issuance oi'building permits. The failure to pay the Central City Flat Fee will be a basis to deny building permitting. Otherwise, the Director may agree to allow Developer to either: (i) expend or cause to be expended the remaining Central City Flat Fee on various passive or active public park iml)rovernents within the Development Parkland (consisting of one or more of the Approved (nlllrovements listed on Exhibit "C"') with in the Development Parkland, or (ii) pay to the City all 1111101.1111 equal to the f1111O1111t relllailllllg of the Central City Park Flat Fee. Developer can satisfy the requirements of the foregoing (I) or (ii) by ally conlbinallon of (I) and (ii) above (i.e., Developer can pay part of the amount pursuant to subsection (ii) and expend or cause to be expended the remaining amount pursuant to subsection (i) above). Such an agreement must be in writing, signed by the Director, and attached to this Agreement as an addelldtull. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 2 of 26 SECTION 3 PARKLAND DEDICATION 3.1 If the Development Area falls outside of PPD 4, parkland dedication is required, as indicated by the Policy, unless the Development Area is five (5) lots or less. If the entire Development Area falls within PPD 4, or is five lots or less, then this Section 3 will be of no force or effect. 3.1.1 The Development Area falls outside of PPD 4: ® Yes O -No 3.2 Developer will set aside and dedicate parkland to the City as follows: 3.2.1 Developer will dedicate approximately 17.2+/- acres of total parkland within the Development Area, which are identified in Exhibit "A" - Development Area and Park Concept Plan as NEIGHBORHOOD BASED PARK. The required parkland dedication is further described in the applicable fee sheet for the Development Area, which is attached to this Agreement as Exhibit "D" and incorporated herein by this reference. Said acreage is referred to herein as the "Development Parkland." 3.2.2 However, Developer may, upon prior written approval of the Director, identify other land, not otherwise identified on Exhibit "A," as land to be dedicated to the City rather than that described on Exhibit "A." In no event will such land be less than the minimum requirement set forth in the Policy. The Policy minimum, based upon the Anticipated Construction of the Development Area, is 14.284 acres. The "Anticipated Construction" means the anticipated scope of development and residential units, per the residential preliminary plat or multi -family development site plan, as of the Effective Date of this Agreement. Determinations of required parkland dedication are based upon review of all preliminary subdivision plats submitted through the City's Development Services Department to the Park & Recreation Department. Failure to indicate proposed park dedications on the submitted preliminary plat is sufficient grounds to deny a concept plan or preliminary plat. 3.2.3 Additional parkland dedication, development fees, and improvements will be required upon surpassing the Anticipated Construction; whether by preliminary plat, concept plan, or actual construction. If, however, the Development Parkland is in excess of the amount of parkland required by the Policy, as of the Effective Date of this Agreement, the City agrees that, in the event Developer develops more than the Anticipated Construction within the Development Area, City may give Developer credit toward any additional Development Parkland dedication requirements for development in excess of the Anticipated Construction up to the maximum amount allowed under the Policy. The decision to grant any such credit is subject to the absolute discretion of the Director. 3.3 Neighborhood Based Park Dedication: For all areas outside of the Central City, the Policy requires 3.25 acres of Neighborhood Based Park dedication per 1,000 population. 3.3.1 The amount of acreage required for dedication as Neighborhood Based Park Development, as indicated by the Policy and based on the Anticipated Construction is: 14.284 AC [3.25 x (1465 Units) x (Persons/Unit)/1000. 3.4 Community Park Dedication: For all areas outside of the Central City, the Policy requires 3.75 acres of Community Park dedication per 1,000 population. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 3 of 26 3.4.1 The amount of acreage required for dedication as Community Park, as indicated by the Policy and based on the Anticipated Construction is: 16.481 AC [3.75 x (1465 units) x (Persons/Unit)!! 000. 3.5 If the calculation for required Neighborhood Based Park dedication within the Development Area that falls outside of the Central City results in less than five (5) acres, or the calculation for required Community Park dedication does not result in at least thirty (30) acres, or does not meet site selection criteria, as defined in the Policy, the Director may require a fee -in -lieu of the Neighborhood Based dedication, the Community Parkland dedication, or both, in accordance with the Policy. 3.6 Existing Gas Wells; Plugging, Abandonment, Restoration, Evidence of Compliance, and Indemnity 3.6.1 Condition Precedent to City Acceptance: Notwithstanding anything to the contrary in this Agreement, the City's acceptance of any portion of the Development Parkland, whether by deed, plat, or other instrument of conveyance, will be expressly conditioned upon, and will not occur until, Developer has completed the plugging and abandonment of all existing gas wells and associated facilities, pipelines, flowlines, tanks, equipment, and appurtenances located on, under, or affecting such portion of the Development Parkland, in full compliance with all applicable laws, including the rules and orders of the Railroad Commission of Texas ("RRC") and any other governmental authority with jurisdiction. Exhibit A 1 depicts existing wells within Neighborhood Park #2 and Neighborhood Park #3b that are identified to be plugged and abandoned. 3.6.2 Developer Responsibility and Cost: As between the Parties, Developer will be solely responsible for performing, or causing to be performed, and for paying all costs and expenses associated with, the assessment, permitting, plugging, abandonment, decommissioning, and related activities for any and all such existing gas wells and associated facilities, including all required notifications, reports, inspections, and approvals required by the RRC and other applicable authorities. 3.6.3 Compliance with RRC and Applicable Law: All plugging and abandonment work will be performed in accordance with all applicable statutes, ordinances, rules, regulations, and orders, including, without limitation, all RRC requirements governing well plugging, surface equipment removal, pipeline purging and abandonment, filing of required forms and reports, and any site assessment, remediation, or monitoring obligations imposed by the RRC or other authorities. Developer will timely file all required notices and reports with the RRC and any other applicable authority and will obtain all approvals required to evidence completion and compliance. 3.6.4 Surface Restoration for Park Use: Following plugging and abandonment, Developer will remove all surface and subsurface equipment and appurtenances that are not required by law to remain in place; backfill, regrade, and compact disturbed areas to achieve positive drainage consistent with approved park plans; remove caliche or other non -park surface materials not required for public safety; replace topsoil as reasonably necessary; and revegetate disturbed areas with seed or sod suitable for park use so that the affected areas are safe, stable, and suitable for public recreation in accordance with this Agreement and any City standards approved by the Director. Associated grading to ensure each park site has positive drainage and seeding or sodding to stabilize park site surfaces are included among the park development obligations AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 4 of 26 3.6.5 Evidence of Compliance to City: Within ten (10) business days after completion of plugging, abandonment, and restoration for any well or related facilities affecting a portion of the Development Parkland proposed for dedication, Developer will deliver to the City: (a) copies of RRC plugging reports and related filings submitted to and/or issued by the RRC; (b) written evidence of RRC approval or acknowledgment of plugging where applicable; and (c) a certification from Developer's plugging contractor stating the date of completion and that the work was performed in accordance with applicable RRC requirements and other applicable law. Delivery of such evidence in form and substance reasonably acceptable to the Director is a condition to the City's acceptance of the affected parkland. 3.6.6 Timing Relative to Dedication: Developer will complete the plugging, abandonment, and restoration described in this Section 3.6, and deliver the evidence required by Section 3.6.5, prior to or concurrently with the dedication and conveyance to the City of each tract of Development Parkland impacted by any such wells or associated facilities. No final acceptance of any impacted tract will occur unless and until the City has received and approved the evidence required by Section 3.6.5. 3.6.7 Coordination with Construction Documents and Access: Developer will coordinate the plugging, abandonment, and restoration schedule with the City's review of construction documents under Section 6 to avoid conflicts with planned park improvements and will provide reasonable access for City observation. Nothing herein obligates the City to supervise or control such work. 3.6.8 No Waiver of Governmental Powers: The City's rights under this Section 3.6 are in addition to, and not in limitation of, the City's governmental powers and regulatory authority. Nothing herein constitutes the City's approval of any plugging or abandonment plan or waives any permitting, inspection, or enforcement authority. SECTION 4 NEIGHBORHOOD BASED PARK DEVELOPMENT FEE 4.1 If the Development Area requires a Neighborhood Based Park, as discussed above, a Neighborhood Based Park Development Fee is applicable. 4.1.1 The Development Area requires Neighborhood Based Parks: ® Yes O-Ne 4.2 The Developer must pay a Neighborhood Based Park Development Fee in the amount of One hundred thirty four thousand, eight hundred sixty one and 90/100 ($134,861.90) for each acre of neighborhood based parkland required to be dedicated for the Development Area, as established in the version of the Policy in effect as of the effective date of this Agreement. The Neighborhood Based Park Development Fee is based on the guidelines of the Policy and may be administratively adjusted by the Director up to the annual amount of the change in the Consumer Price Index. In accordance with the Policy, the fee must be paid to the City prior to the issuance of final platting for the Development Area 4.3 Neighborhood Based Park Development Fee Credits (refund): City and Developer ® HAVE; - HAVE -NOT mutually agreed to credits against the Neighborhood Based Park Development Fee. The terms of such credits, if any, are more particularly described in Exhibit "B," which is attached hereto and incorporated herein for all purposes. Credits of Park Dedication Policy fees to be issued as a refund to the developer. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 5 of 26 4.3.1 If City and Developer have agreed to credits (refund) against the Neighborhood Based Park Development Fee, then the Developer will expend or cause to be expended the Neighborhood Based Park Development Fee in construction costs for site development of neighborhood parkland (public and private) to include, but not be limited to, the Approved Improvements in Exhibit "C." 4.3.2 Developer, for any fee remaining after any and all credits, must pay the full amount due to the City prior to issuance of the final plat and seek reimbursement thereafter, unless otherwise agreed to in writing. Failure to pay any fee due to City will be sufficient cause to deny the final plat. Otherwise, if mutually agreed, in writing, between the Developer and the Director, the Developer may choose to develop the park site prior to final plat approval in lieu of submitting the Neighborhood Based Park Development Fee. The requirements for such an agreement are further detailed in the Policy. SECTION 5 PAYMENT OF FEES IN LIEU OF PARKLAND DEDICATION 5.1 If the calculation for required Neighborhood Based Parkland dedication within the proposed Development Area results in less than five (5) acres, or the calculation for required Community Park dedication does not result in at least thirty (30) acres, or does not meet site selection criteria as per the Policy, the Director may recommend that a fee -in -lieu of the Neighborhood Based dedication, the Community Parkland dedication, or both, be required. 5.1.1 City and Developer [D -HAVE; ® HAVE NOT mutually agreed to the payment of fees in lieu of Neighborhood Park parkland dedication. Said agreement is more fully described in Exhibit "E," which is attached hereto and incorporated herein by reference as if fully set forth herein. 5.1.2 City and Developer ® HAVE; 0 -DAVE -NOT mutually agreed to the payment of fees in lieu of Community Park parkland dedication. Said agreement is more fully described in Exhibit "E," which is attached hereto and incorporated herein by reference as if fully set forth herein. SECTION 6 PARK PLANS AND CONSTRUCTION DOCUMENTS Developer's Concept Park Master Plan must be reviewed and approved by the Director prior to the City Plan Commission approval, and Construction Documents for the Development Parkland must be reviewed and approved by the Director prior to final platting. SECTION 7 TIMING OF DEDICATIONS, TRACKING LOG, AND FINANCIAL GUARANTEE 7.1 Developer will dedicate parkland to the City at the time any portion of the Development Area adjoining the parkland being dedicated to the City is platted. Developer must notify City of any changes to the preliminary plats by any attempted revision that may impact park dedication. 7.2 During construction of the Development Area, as each final plat is approved, City will maintain a tracking log in substantially similar form as set forth in Exhibit "F" ("Tracking Log"). The Tracking Log will document the number of residential units for each plat and the amount of Central City Park Flat Fees and Neighborhood Based Park Development Fees owed to the City for each plat, as well as any credits due to the Developer as a result of park improvements made by the Developer and approved by the City AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 6 of 26 as set forth in this Agreement. The Tracking Log in Exhibit "F" represents the current status of the Development on the date this Agreement is executed. 7.3 If Developer wishes to obtain final plats or the issuance of building permits before the dedication of parkland to the City, the payment of Central City Park Flat Fees, the payment of Neighborhood Based Park Development Fees, or the construction of parkland improvements, then Developer will deliver to the City a financial guarantee in the form of a letter of credit, escrow agreement, or cash escrow satisfactory to the Director guaranteeing that Developer will dedicate the parkland and pay the Central City Park Flat Fees or Neighborhood Based Park Development Fees required by this Agreement, or construct the Approved Improvements required by this Agreement ("Financial Guarantee"), as applicable. The Financial Guarantee must be in an amount sufficiently representative, in Director's discretion, of the fair market value of the parkland required to be dedicated, Central City Park Flat Fees or Neighborhood Based Park Development Fees owed to the City, or Approved Improvements required for the Development Area, as applicable. The amount of the Financial Guarantee may be adjusted upon written agreement between the Developer and the Director during construction of the Development Area to ensure adequate financial guarantee of the Developer's obligations pursuant to this Agreement. 7.4 City and Developer agree that, if and to the extent Developer has completed the Anticipated Construction but failed to dedicate parkland, expend or otherwise make payments pursuant to Sections 3 and 4 above, or construct Approved Improvements to parkland required by this Agreement within 24 months after issuance of the final plat that requires park dedication, payment of fees, or construction of improvements, respectively, then Developer will pay the City an amount equal to the difference of the required Central City Park Flat Fees and Neighborhood Based Park Development Fees set forth on the most recent Tracking Log, minus the amount of Central City Park Flat Fees and Neighborhood Based Park Development Fee actually expended by Developer, and minus the amount(s) paid by Developer. For the avoidance of doubt, City and Developer agree that Developer's obligation to expend or cause to be expended the Central City Park Flat Fee or the Neighborhood Based Park Development Fee (and/or make the payments specified in Subsections 3.5) is only to the extent Developer has actually completed the Anticipated Construction. SECTION 8 PARK IMPROVEMENTS ON DEDICATED PARKLAND If Developer desires to construct park improvements on parkland in the Development that has already been dedicated and otherwise properly conveyed by deed to the City, Developer must execute a temporary construction easement, license agreement, or similar contract with the City setting forth the terms under which such construction and installation will occur, and, if applicable, any plugging, abandonment, removal, and restoration activities required under Section 3.6. With respect to park improvements constructed on land owned by the Developer that will be dedicated to the City in the future, Developer is responsible and liable for all such improvements, including, but not limited to, any personal injury or property damage that may occur as a result of such construction, until such time as the City takes ownership of the parkland and the associated improvements. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 7 of 26 SECTION 9 NOTICES Notices. All written notices called for or required by this Agreement must be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Park & Recreation Department City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 with copies to: City Attorney's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Developer: GRBK Edgewood LLC 5501 Headquaters Drive Suite 300W Plano, TX 75024 SECTION 10 LIENS AND MORTGAGES Developer does not have the authority to engage in any act or to make any contract which may create or be the foundation for any lien or mortgage upon any real property or improvements owned by the City. If any such purported lien or mortgage is created or filed, Developer, at no cost to the City, will liquidate and discharge the same within thirty (30) days of such creation or filing. Developer's failure to discharge any such purported lien or mortgage within this timeframe will constitute a breach of this Agreement. Developer's financial obligation to the City to liquidate and discharge such lien or mortgage will continue in effect following termination or expiration of this Agreement and until such a time as the lien or mortgage is discharged. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 8 of 26 SECTION 11 COMPLIANCE WITH LAW AND POLICIES This Agreement will be subject to all applicable federal, state, and local laws, ordinances, rules, and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. Developer must comply with all Park & Recreation Department regulations and policies. SECTION 12 INTERPRETATION Each party, and if it so chooses, its attorney, has had the opportunity to review and comment on this Agreement; therefore, any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party will not apply in interpretation of this contract, and each section, portion, and provision of this Agreement will be construed solely on the basis of the language contained therein, regardless of who authored such language. SECTION 13 NO THIRD -PARTY RIGHTS The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assigns or successors, and are not intended to create any rights, contractual or otherwise, to any other person or entity. SECTION 14 BINDING COVENANTS Subject to the limitations contained herein, the covenants, conditions, and agreements made and entered into by the parties hereto are declared to be for the benefit of and binding upon their respective successors, representatives, and assigns, if any. SECTION 15 NO WAIVER The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 16 VENUE AND CHOICE OF LAW If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Agreement will be construed in accordance with the laws of the State of Texas. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 9 of 26 SECTION 17 SEVERABILITY If any of the provisions contained in this Agreement is held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. SECTION 18 GOVERNMENTAL POWERS It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. SECTION 19 AMENDMENTS AND ASSIGNMENTS 19.1 This Agreement cannot be modified or amended without the written consent of all the parties hereto, which shall be attached and made a part of this Agreement. 19.2 This Agreement cannot be assigned by Developer to another entity without the written consent of the City. If City grants consent to an assignment, the assignee will execute a written agreement with the City and Developer under which the assignee agrees to be bound by the duties and obligations of Developer under this Agreement. Developer will be liable for all obligations of Developer under this Agreement prior to the effective date of the assignment and until complying with the requirements of this section. SECTION 20 AUDIT Developer agrees that City and its internal auditor will have the right to audit, which will include, but not be limited to, the right to reasonable access to and the right to examine, the financial and business records of Developer that relate to this Agreement, including, but not limited to, all reasonably necessary books, papers, documents, records, and personnel, (collectively "Records") in order to determine compliance with this Agreement, provided, however, that any audits performed pursuant to this Agreement shall be at the City's sole cost and expense and shall not occur more than two (2) times in any calendar year. Developer will make all Records available to City at Developer's office within thirty (30) days after written notice by City and will otherwise reasonably cooperate with City during any audit. Notwithstanding anything to the contrary herein, this section will survive expiration or earlier termination of this Agreement for a period of three (3) years. SECTION 21 AUTHORIZATION By executing this Agreement, Developer's agent affirms that he or she is authorized by Developer to execute this Agreement and that all representations made herein with regard to Developer's identity, address, and legal status are true and correct. AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 10 of 26 SECTION 22 COUNTERPARTS AND ELECTRONIC SIGNATURES 22.1 This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 22.2 This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. SECTION 23 SOLE AGREEMENT This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Developer, and any lawful assigns or successors, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement, provided that, to the extent such terms of the Agreement conflict with the Policy, then the Policy will govern. SECTION 24 LIABILITY AND INDEMNIFICATION DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAYRELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, A GENTS, ASSOCIA TES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), SUBCONTRACTORS, LICENSEES, OR INVITEES RELATED TO THE CONSTRUCTION OF PARKLAND AND PARK IMPROVEMENTS OR THE PERFORMANCE OF THIS AGREEMENT. DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS SER VANTS, AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES, THAT RELATE TO, ARISE OUT OF, OR ARE OCCASIONED BY: (i) THE EXISTENCE, CONDITION, OR PRIOR OPERATION OF ANY SUCH EXISTING GAS WELLS OR ASSOCIA TED FACILITIES ON, AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 11 of 26 UNDER, OR AFFEC777VG THE DEVELOPMENT PARK AND; AND/OR (a) THE ASSESSMEN7; PERMITIING, PLUGGING, ABANDON TENT, DECOMMISSIONING, REMOVAL, RESTORATION,ANDRELA7EDACTIVI7IESREQUIREDBYTHLSSECTION3..6, EXCEPT TO 7IIE EXTENT CA USED BY THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF TBE CITY SECTION 25 SURVIVAL Developer's obligations under Section 3.6 and Section 24 will survive termination of this Agreement and the City's acceptance of the Development Parkland to the extent necessary to address post -plugging obligations imposed by applicable law or by the RRC that are attributable to pre -acceptance activities or conditions, provided that nothing herein expands Developer's obligations beyond those required by applicable law and this Agreement. SECTION 26 ENTIRE AGREEMENT This Agreement (including all attachments, schedules, and exhibits attached hereto) constitutes the entire understanding and agreement of the City and Developer. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with the terms and conditions of this Agreement. [SIGNATURES ON FOLLOWING PAGE] AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 12 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: GRBK Edgewood LLC: By: Da1'aBt1'' ) c off B Dana Burnhdnff (Or.t 1 6 173105 CDT By: Cr Name: Dana Burdhoff Name: Aaron Guthrie Title: Assistant City Manager Title: Authorized Signer Date: 10/01/2026 Date: 09/29/2026 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name Title: 7 ewe- Tkiwui Teresa Thomason (Sep 30, 2026 17:14:23 CDT) Teresa Thomason Deputy Director Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: By: U Name: Name: Joel McElhany Title: Title: Assistant Director ,emu?41r- iv Lori L Gordon Planning Manager Approved as to Form and Legality: j City Secretary: By: M By: Name: Hye Won Kim Name: Title: Assistant City Attorney Title: Contract Authorization: M&C: N/A Form 1295: N/A Jannette Goodall City Secretary AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 13 of 26 EXHIBIT A DEVELOPMENT AREA AND PARK CONCEPT PLAN DEVELOPMENT AREA YI , i L TI r _ f _} _ erbu an ..r _ - - - - I , ' 14ji I_ I ` l � _ ti I I i1 .L I . 8.. EXHIBIT Al AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 14 of 26 PARK CONCEPT PLAN PARK 1 NEIGHBORHOOD PARK ##1 +1- Li ACRES I. "!! 2 1,. rI r FLOODPI.AIN +� s AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR TERRA VELLA (PP -23-024) 15 of 26 EXHIBIT Al PARK CONCEPT PLAN PARK 2 r + i- 7 7 : fh(. cc>\ I" ,.r I 9r ' BUILD ADIUS ! • I • ) ' %ISTIN w II / PLUGG AND NDONED i' *� ' f 1 f' NEIGNBORMOD PARK 42 r ' +/-7.6ACRES + r + 1 EXHIBIT B - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 16 of 26 EXHIBIT Al PARK CONCEPT PLAN PARK 3A & 3B 11y 2 5 p + X11 4I f /2c\DWING WELL TO 1► 1'ti __ PLUGGED AND DONED c.. !5O' NO BUILD RAD I -c--- — — -- - - -- I - - - - ii= _ - _ a, EXHIBIT B - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 17 of 26 EXHIBIT B FEE CREDIT AGREEMENT Dedicate approximately 17.2 acres of land of the required 14.284 acres, of which approximately 12.90 acres is out of the floodplain, to the City of Fort Worth as a Neighborhood Based Park. The Developer will also construct the following Neighborhood Based Park amenities: A City of Fort Worth approved prototype or other approved amenities: Park 1 Picnic Shelter Picnic Tables (at least one table ADA compliant) 6' Park Bench with concrete slab and ADA space adjacent to bench Playground (Option #1, #2, or #3, include concrete edge, ADA ramp, and drainage system) Minimum 6' wide, walking trail (concrete)- 1,100+!- linear feet Park 2 Picnic Shelter Picnic Tables (at least one table ADA compliant) 6' Park Bench with concrete slab and ADA space adjacent to bench Playground (Option #1, #2, or #3, include concrete edge, ADA ramp, and drainage system) Soccer Field Minimum 6' wide, walking trail (concrete) -2,900+/- linear feet Park 3A Picnic Shelter Picnic Tables (at least one table ADA compliant) 6' Park Bench with concrete slab and ADA space adjacent to bench Playground (Option #1, #2, or #3, include concrete edge, ADA ramp, and drainage system) Minimum 6' wide, walking trail (concrete) -800+/- linear feet Park 3B Picnic Shelter Picnic Tables (at least one table ADA compliant) 6' Park Bench with concrete slab and ADA space adjacent to bench Multiuse courts Baseball Backstop Minimum 6' wide, walking trail (concrete) -2,860+/- linear feet Associated grading to ensure each site has positive drainage Seed or sod each site to stabilize park site surface. Once the Park Improvement construction is accepted by the City and Neighborhood Parkland is deeded to the City of Fort Worth, the Neighborhood Parkland and Development fees paid will be returned to the developer. EXHIBIT B - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 18 of 26 EXHIBIT C LIST OF APPROVED IMPROVEMENTS Shelter (City of Fort Worth approved prototype Option #1, #2, or #3) with benches and/or picnic tables Half -Court Basketball Court with Basketball Standard (City of Fort Worth approved prototype) or Pickel Ball Court Multi Age Play structure with swing and spin components Baseball backstop (City of Fort Worth approved prototype) Minimum 6' wide, walking trail- (concrete) 1,987 +/-linear feet Associated site grading to ensure site has positive drainage Seed or sod to stabilize park site surface. Sites must contain accessible elements for inclusive use Construction documents will be provided to the City of Fort Worth for review and approval before improvement installation. See following page for estimate of probable cost EXHIBIT C1 - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 19 of 26 EXHIBIT Cl LIST OF APPROVED IMPROVEMENTS ESTIMATE OF PROBABLE COST Neighborhood Park Site #1 Qty Unit Description Unit Price Total 1 LS Erosion Control $4,500.00 $4,500.00 1 LS Site Grading $18,500.00 $18,500.00 1 LS Subsurface Drainage 524,000.00 $24,000.00 1 LS Site Utilities $6,500.00 $6,500.00 I LS Electric Drop and Connections $14,500.00 $14,500.00 I LS Construction Permit and Site Inspections $6,500.00 $6,500.00 1 LS Playground Facility $350,000.00 $350,000.00 I EA Park Shelter $90,000.00 $90,000.00 2 EA Trash Receptacle $2,850.00 $5,700.00 3 EA Picnic Tables $4,800.00 $14,400.00 7 EA Park Benches $50.00 $350.00 6,534 SF 6'-0" Width Concrete Sidewalk $7.00 $45,738.00 1 EA Barrier Free Ramp $1,350.00 $1,350.00 1 LS Landscape Materials to include compost, fertilizer, and mulch $12,500.00 $12,500.00 26 EA 3" Caliper Shade Tree $585.00 $15,210.00 6 EA 2" Caliper Ornamental Tree $485.00 $2,910.00 88,500 SF Common Bermuda Grass Sod $0.58 $51,330.00 Total: Neighborhood Park Site #1 $663,988.00 EXHIBIT Cl- AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 20 of 26 EXHIBIT Cl LIST OF APPROVED IMPROVEMENTS ESTIMATE OF PROBABLE COST Neighborhood Park Site #2 Qtt Unit Description Unit Price Total 1 LS Erosion Control $4,500.00 $4,500.00 1 LS Site Grading $18,500.00 $18,500.00 I LS Subsurface Drainage $24,000.00 $24,000.00 1 LS Site Utilities $6,500.00 $6,500.00 1 LS Electric Drop and Connections $14,500.00 $14,500.00 1 1 LS Construction Permit and Site Inspections $6,500.00 I $6,500.00 1 EA Soccer Fields $6,500.00 $6,500.00 1 LS Playground Facility $350,000.00 $350,000.00 1 EA Park Shelter $90,000.00 $90,000.00 2 EA Trash Receptacle $2,850.00 $5,700.00 3 EA Picnic Tables $4,800.00 $14,400.00 2 EA Park Benches $50.00 $100.00 1,,610 SF 6'-0" Width Concrete Sidewalk $7.00 $123,270.00 1 EA Barrier Free Ramp $1,350.00 $1,350.00 1 LS Landscape Materials to include compost, fertilizer, and mulch $22,500.00 $22,500.00 56 EA 3" Caliper Shade Tree $585.00 $32,760.00 12 EA 2" Caliper Ornamental Tree $485.00 $5,520.00 338,200 SF Common Bermuda Grass Sod $0.58 $196,156.00 Totals Neighborhood Park Site #2, $923,056.00 EXHIBIT Cl- AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 21 of 26 EXHIBIT Cl LIST OF APPROVED IMPROVEMENTS ESTIMATE OF PROBABLE COST Neighborhood Park Site #3A Qty Unit Description Unit Price Total I LS Erosion Control $4,500.00 $4,500.00 1 LS Site Grading $18,500.00 $18,500.00 1 LS Subsurface Drainage $24,000.00 $24,000.00 1 LS Site Utilities $6,500.00 $6,500.00 1 LS Electric Drop and Connections $14,500.00 $14,500.00 1 LS Construction Permit and Site Inspections $6,500.00 $6,500.00 1 LS Plavoround Facility- $350,000.00 $350,000.00 1 I EA Park Shelter $90,000.00 $90,000.00 2 EA Trash Receptacle $2.550.00 $5,700.00 3 EA Picnic Tables $4,500.00 $14,400.00 2 EA Park Benches $50.00 $100.00 4?90 SF 6'-0" Width Concrete Sidewalk $7.00 $33,530.00 1 EA Barrier Free Ramp $1,350.00 $1,350.00 1 LS Landscape Materials to include compost, fertilizer, and mulch $22,500.00 $22,500.00 20 EA 3" Caliper Shade Tree $555.00 $11,700.00 6 EA 2" Caliper Ornamental Tree $455.00 $2,910.00 39,200 SF Common Bermuda Grass Sod $0.5S $22,736.00 Total. Neighborhood Park Site #3A $629,426.00 EXHIBIT Cl - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 22 of 26 EXHIBIT Cl LIST OF APPROVED IMPROVEMENTS ESTIMATE OF PROBABLE COST Neighborhood Park Site #3B Qty Unit Description Linii Price Total 1 LS Erosion Control $4,500.00 $4,500.00 1 LS Site Grading $15,500.00 $18,500.00 1 LS Subsurface Drainage $24,000.00 $24,000.00 1 LS Site Utilities $6,500.00 $6,500.00 1 LS Electric Drop and Connections $14,500.00 $14,500.00 1 LS Construction Permit and Site Inspections $6,500.00 $6,500.00 1 EA Pickleball Court $160,000.00 $160,000.00 1 EA Half Basketball Court $60;000.00 $60,000.00 1 EA Park Shelter $90,000.00 $90,000.00 1 EA Baseball Backstop $7,500.00 $7,500.00 1 EA Trash Receptacle $2,850.00 $2,S50.00 3 EA Picnic Tables $4,500.00 $14,400.00 26 LF ADA Ramp and Handrails $50.00 $1,300.00 17,160 SF 6'-0" Width Concrete Sidewalk $7.00 $120,120.00 3 EA Barrier Free Ramp $1,350.00 $4,050.00 1 LS Landscape Materials to include compost, fertilizer, and mulch $12,500.00 $12,500.00 63 EA 3" Caliper Shade Tree $555.00 $36,855.00 2 EA 2" Caliper Ornamental Tree $455.00 $970.00 253,900 SF Common Bermuda Grass Sod $0.55 $164,662.00 Total: Neighborhood Park Site #3B $749,707.00 EXHIBIT Cl - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 23 of 26 EXHIBIT D FEE SHEET OUTSIDE F0R1 %% RT11 ESTIMATED FEES -IN -LIEU OF PARKLAND DEDICATION E.AS,:oov 2024LNEIGHBORHOODAND COMMUNITY PARK POLICY Calendar Year - 2025 PPD NP UNIT CF UNIT COUNCIL DISTRICT PARK SERVICE DISTRICT 5 6-24 35 10 FAR NORTH PLATS Preliminary PP -23-024 Submitted: Date Final FP Submitted;: Date Terra Villa 1 single-FamilyUnits: 1,465 @3 Persons per unit 2 0 3 LandValue(pera:re): $35,000.2.4 FMVA 4/22/2025 4 Population generated: 4,395 LINE1(x 3 personsfunit)+LINE 2 (x 2 pers-ans/unit) ■ Lard Dedication Required LAND FEE NEIGHBORHOOD PARK 7 Street Frontage Required: a DEVELOPMENT FEE: 9 Street Frontage Cost: 10 Water Infrastructure Cost: 11 Set.er Infrastructure Cost: 12 Conference Cost: 13 Civil Engineering Cost: 14 Design Engineering Cost: 15 INFRASTRUCTURE FEE: LAND COMPONENT 14.284 Acres LINE4 x 3.25 Acres (per 1,006 Population) $499,943.43* LINE 3 x LINE5 DEVELOPMENT COMPONENT 1104 LF See Notes $1,760,917.24" LINE5 x: $123,279 per acre ✓;2,459.84 LINE7 x $38.46 (may change at Final Flat) $29,333.28 LINE7x $26.57 (may change at Final Flat) $32,435.52 LINE7x $29.38 (may change at Final Plat) $20,845.73 20%of(LINE9+LINE 10+LINE 11i $20,845.73 20%of(LINE9+ LINE 10+LINE 11) $20,845.73 20% of (LINE9+ LINE 10+ LINE 11) $166,765.83* Sum (LINE 9 thru LINE 14) LAND COMPONENT COMMUNITY PARK 16 Land Dedication Required: 16.481 Acres LINE4 x 3.75Acres fper 1,000 Population) 17 LAND FEE $576,838.96* LINE3xLINE16 TOTAL FEE -IN -LIEU $3,004,465.46 LINE6+LINE15+LINE 17 * highlighted fees are Invoiced electronically NOTES Street Frontage LF required is 35% of the linear measure of a square area equal to LINE 5 k EXHIBIT E - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 24 of 26 EXHIBIT E PAYMENT OF FEES IN LIEU OF PARK DEDICATION Land and improvements for Neighborhood Park will be dedicated to the City of Fort Worth in lieu of paying Neighborhood fees in the amount of $1,760,917.24 for the development. The Community Park fee for this development: $576,838.96 EXHIBIT E - AGREEMENT CONCERNING PARK DEDICATION AND IMPROVEMENTS FOR THE TERRA VELLA (PP -23-024) 25 of 26 TERRA 'JE.IJA Application Date Time Lapse SF Units MF Units Total Units NP Land Dedication Required (acres) CP Land Dedication Required (acres) Amount equal to NP Land Dedication Total NP Development Fee -In -Lieu Amount equal to CP Land Dedication Total Fee -in -Lieu of Land Due Fees Paid PP -23-024 1/0/1900 1,490 1,490 $508,483.49 $1,959,273.70 $586,709.02 $3,054,466.21 FP -24-089 1/0/1900 0 161 161 $0.00 SO.00 cP-24-090 1/0/1900 0 217 217 $0.00 $0.00 0 0 0 $0.00 $0.00 50.00 $0.00 0 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 50.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 0 0 $0.00 $0.00 Subtotal 378.00 0.00 378.00 0.00 0.00 $0.00 $0.00 $0.00 j $0.00 0.00 Remaining Subtotals 1,112 0.000 1,112 0.000 0.000 $508,483.49 $1,959,273.70 1 $586,709.02 f $0.00 $0.00 CSC No. 65994 FORT WORTH© City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: GRBK Edgewood LLC: Subject of the Agreement: City and Developer desire to establish a formal written agreement relating to the parkland dedication improvement requirements, improvement credits and land or improvement refunds related to the TERRA VELLA. M&C Approved by the Council? * Yes 0 No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes B No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please'list what information is Confidential and the page it is located. Effective Date: 10/01/2026 If different from the approval date. Expiration Date: N/A If applicable. Is a 1295 Form required? * Yes 0 No B *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No 0 Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.