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HomeMy WebLinkAboutResolution 2000-091 RESOLUTION NO. 2000-091 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that: The City Manager be, and is hereby, authorized to execute the attached Town Center Developer Agreement with Arcadia Holdings, Inc. as the act and deed of the City. PASSED AND APPROVED this 11th day of December, 2000. ATTEST: ..~.'" ...,,~<). ~.......... ~,.', .',' '~.., .... ". ý-'" -... " ".. r ..... '. :':., .... n ....cP· -. -<;; . , . ~~i r ~'-I -·0· r¡ ~,...: ; i :: Y::Ú", h:::- ,.. . . .., --:,;, .... . ,/ ~. ~., .~. ~ ", 1i19/f . " "- ~ ...."''...t...'. ". "I' _ <, 1'11// \"", 1111", IIInl\\\ APPROVED: c J í ì '" . , \.)' . ) .) I· '-r l.-L.t __, ~ 1-1 ". L{ -¡! t"",--- Charles Scoma, May6r ~7áÞu~~'t~ Patricia Hutson, City Secretary APPROVED AS TO CONTENT: Steve Norwood, Assistant City Man er APPROVED AS TO FORM AND LEGALITY: ,/-...... " J / / 1</ , (~.? / {. c' , . " . '., ( ..' i/l t ' /t~,l- cll [\ Rex ~cEntire, City Attorney R1\;1A: 02/26/0 I HOME TOWN NORTH RICHLAND HILLS COMPREHENSIVE DEVELOPMENT AGREEMENT THIS COMPREHENSIVE DEVELOP~1ENT AGREEMENT (the "Agreement") is made by and between THE CITY OF NORTH RICHLAND HILLS, TEXAS (the "Citv") and ARCADIA HOLDINGS. INC. (the "Developer"). RECITALS: A. The Developer is developing certain parcels of real property located within the City. Tarrant County, Texas, as a mixed use residential and commercial development to be known as "Home Town North Richland Hills." B. A reinvestment zone has been created and established by the City pursuant to the Tax Increment Finance Act (Y.T.c.A. Tax Code, Chapter 311) and Ordinance No, 2420. with boundaries that encompass the development known as "I'-fome Town North Richland Hills"" and knO\vn as "City of North Richland Hills. Texas Reinvestment Zone Number Two."" C. A tinal project plan and tinancing plan for said Reinvestment Zone Number T\\'o has been prepared and adopted and approved by the City Council of the City and the parties hereto hereby represent and declare this Agreement vital to the implementation of such project plan and tinancing plan and is being executed and delivered pursuant to and in accordance with authority conferred by the Imvs of the State of Texas, including particularly V.T,C.A., Tax Code. Section 311.010. D. The parties hereto desire to document their various understandings and agreements concerning various aspects of construction and operation of the Development, on the terms hereinafter set forth. NOW, THEREFORE, for and in consideration of the recitals set forth above, and for $1 0.00 and other good and valuable consideration paid by each party to the other. the receipt and sufticiency of which is hereby acknowledged by all parties. the parties hereby agree as follows: 1. Definitions. As utilized herein. the following terms shall have the meanings indicated: "Affiliate" shall mean any limited partnership, joint venture, corporation, trust, or limited liability company which is owned or controlled, directly or indirectly, by any of the respective parties hereto. "Agreement" means this Comprehensive Development Agreement. "Association" or "Associations" means, individually or collectively, the nonprotit corporation(s) to be established by the Developer pursuant to the Declaration to own, Comprehensive Development Agreement - Page I ( .~ (f,; {'. '" ~ : r \.-,. ¿. I( í " () " (" "J' !,.~ ..:: I I I h t ((~ ,,< r ." ! , " 2156,64 " 1/ (,' manage, administer and supervise the Common Areas in the Development, and in which the owners of parcels in the Development shall be members. "Citv" means the City of North Richland Hills, Texas. "City Hall" means the office and administrative facility that may be constructed in the Development by the City to house future offices of the City, as described in Paragraph 12 hereo f. "Citv Impact Fees" means those certain charges and fees permitted to be assessed by the City pursuant to the Impact Fee Ordinances. "City Librarv" means the library facility containing approximately 55,000 to 60,000 square feet of Improvements, with suitable shelf space to house a library collection of approximately 225,000 volumes, with suitable seating and study carrels, meeting rooms, and computer training facilities, to be constructed in the Development by the City, as described in Paragraph 11 hereof. "City Recreation Center" means that certain recreation facility containIng approximately 75,000 square feet of recreation center amenities and approximately 25,000 square feet of pool facilities, which facility may include a double gymnasium, fitness center, weight room, classrooms, dance rooms, aerobic rooms, pre-school day care room, game room, indoor running and walking track, outdoor amphitheater, indoor pool(s), banquet and meeting rooms, rock climbing walls, instruction kitchen, concession area, lockers and showers, and administrative of1ìces, and such other tàcilities as may be approved by the City, to be constructed in the Development by the City, as described in Paragraph 10 hereof. "Corps" means the United States Army Corps of Engineers. "COMC" means the Commercial Operations and Maintenance Committee described in Paragraph 13 hereof. "Common Areas" means the real property or property interests within the Development which are designated for the common use and enjoyment of all o\vners, and shall include any improvements on such real property, all utilities, utility easements and other easement rights for common use, and may include streets located within the Development which are intended for automobile traffic and which are not dedicated to the public. "Declaration" means those certain Master Deed Restrictions to be adopted by Developer with regard to the Development, which shall establish use restrictions and development guidelines with regard to improvements constructed within the Development, shall authorize the establishment of the Associations, shall establish the DRB and authorize the promulgation of the Design Code and the appointment of the Town Architect, shall provide procedures for imposition and collection of assessments from owners of parcels of property within the Development to maintain common areas and amenities within the Comprehensive Development Agreement - Page 2 2156,64 Development, and shall supplement the ordinances of the City with respect to governance of the areas within the Development. "Desi2:n Code" means the plan for the development of the Development through its regulation of land use, architecture and environment, which depicts the master plan for the Development, establishes setbacks, lot coverages, landscape regulations and other similar makers, and shall guide the design of buildings and use of materials for buildings within the Development. Such Design Code shall also establish procedures for architectural review to ensure compliance with all applicable provisions thereof. "Developer" means Arcadia Holdings, Inc., a Texas corporation, and its successors and assigns, as the developer of the Development. "Development" means those certain tracts and parcels of real property located in the City, and being further described on Exhibit A attached hereto and made a part hereof by refercnce for all purposes. "Draw Request" means a request for payment of the Developer Reimbursement Amount in the form of Exhibit G attached hereto. "D RB" means the Design Review Board established by the Declaration to administer the Design Code established or promulgated for the Development pursuant to the Declaration. "ElhÚble Expenses" means out-of-pocket expenses paid by Developer to third parties to construct Public Use Improvements unrelated to residential development within the Development, as determined by the City, In determining whether or not an expense is an Eligible Expense, the City shall be entitled, in its discretion, to consider and accede to the recommendations of other governmental bodies participating in any tax increment reinvestment zone included in the Development. The City's determination as to whether or not an expense is an Eligible Expense shall be conclusive, absent manifest error. "Final Plat" means a final plat of any Tract contained within the Development which shall be approved by the City in accordance with its standard procedures for approval of plats and recorded in the Real Property Records of Tarrant County, Texas, and which shall be in substantial conformity with any preliminary plat proposed by the Developer and approved by the City for such Tract. The City and the Developer acknowledge that approvals by the City of any Final Plat may be conditioned upon Substantial Completion of all Infrastructure Improvements and the acceptance thereof by the City relative to the Tract described in such Final Plat. "Franchise Utilities" shall mean all electric, gas, telecommunication, cable television, solid waste and recycling utilities providing services to the Development which are franchised by the City. Comprehensive Development Agreement - Page 3 2156,64 "Franchise Utilitv Providers" shall mean those companies and providers that. individually or collectively, are approved by the City and provide any of the Franchise U tiIi ties. "Furnishin~s" shall mean any benches, trash receptacles, planters, street trees, or other items approved by the City and the Developer to be added to the Public Use Improvements for public use and benefit. "Impact Fee Ordinances" shall mean Ordinance Number 2241 previously enacted by the City which provides for the assessment and payment of City Impact Fees for water and wastewater fàcilities, as same may be amended from time to time, and shall exclude any ordinances of the City relative to impact fees for roads or thorougtàres. "1m provements" mean any buildings, parking structures, shopping centers, theaters, conference centers, libraries, recreation centers, fitness centers, homes, or other structures that may be erected or constructed within the boundaries of the Development. "Infrastructure Improvements" mean any roads, thoroughfares, curbs, sidewalks, sewers, storm drains, vaults, lakes, parks, entryways, irrigations systems, lighting systems, and other infrastructure improvements constructed in the Development. "Incremental Taxable Value" means, at any particular time, the positive ditTerence between (a) the ta.'Œble assessed value of the real property within the Development as of such time, and (b) the taxable assessed value of the real property within the Development as of January 1, 2000. "Lakes" means those lakes and adjacent common areas shown on the Regulating Plan. "Park" means that certain park and adjacent common areas shown on the Regulating Plan. "Parking Areas" shall mean those areas designated for shared public parking on the Regulating Plan, as same may be amended or supplemented from time to time. "Parking Area Structures" shall mean any above or below grade Improvements that may be erected or constructed by the PID on any Parking Areas. "PID" means the public improvement district, local government corporation, or similar entity that, if allowed by applicable law, will be established by the City, the Developer and applicable owners of Tracts in the Development to oversee, maintain and regulate all Parking Areas and Parking Area Structures within the Development, and for such other purposes as may be approved by the parties and permitted by applicable law as described in Paragraph 9 hereof. Comprehensive Development Agreement - Page 4 2156,64 "Private Use Improvements" shall mean, collectively, all Infrastructure Improvements that may be developed and constructed within the Development but which are not dedicated to public use and are maintained as private property, although they may be conveyed to an Association as Common Areas for future use and maintenance. "Public Improvement Contracts" shall mean all contracts entered into by or on behalf of the Developer for the construction of any of the Public Use Improvements "Public Use Improvements" shall mean, collectively, all Infrastructure Improvements that may be dedicated for public use and accepted by the City upon Substantial Completion thereof~ including, without limitation, all streets and allevs in dedicated rights-of-way, all sidewalks in dedicated rights-of-way, the parks dedicated to the City, water, storm sewer and sanitary sewer utilities in dedicated rights-of-way, and furnishings and landscaping improvements in dedicated parks or in dedicated rights-or-way. "Regulating Plan" means that certain map depicting the approved categories 0 fU se Classifications for the various Tracts in the Development, which has been approved by the City and the Developer, and a counterpart of which is attached hereto as Exhibit B and made a part hereof by reference for all purposes. "Substantial Completion" shall mean, with regard to any Infrastructure Improvements or Improvements constructed in any portions of the Development described in a Final Plat, the condition of completion thereof, as certified by the Town Architect (or any other supervising architect involved in the construction of such item(s» and contirmed by a rcpresentative of the City, which shall enable such Improvements or Infrastructure Improvements, as applicable, to be occupied or utilized for their intended use. ··TIF#2" shall mean the ta;'( increment financing district described in Ordinance Number 2495 adopted by the City. ··Total Developer Reimbursement Amount" shall mean the sum of the total amount of Eligible Expenses shown in the tinance plan attached hereto as Exhibit H. "Town Architect" means the architect appointed by the DRB or the Developer, in accordance with the Declaration, to review and approve all plans for Improvements, Parks, Lakes (including any applicable trail system or related facilities), and any other Public Use Improvements proposed for construction v.ithin the Development to insure compliance with the Declaration, the Design Code, and all design guidelines or requirements implemented or promulgatcd pursuant to the Declaration. "Tract" and "Tracts" means, individually and collectively, the separate parcels or pieces of the Development, as identitied on the Regulating Plan. "Use Classification" means the classifications of zoned use for each Tract in the Development, in accordance with the Zoning Ordinance. Comprehensive Development Agreement - Page 5 2156,64 "Water Park" means the North Richland Hills Water Park adjacent to the southeastern portion of the Development. "Zonin~ Ordinance" means Ordinance Number I 874 adopted by the City, as same may be amended and supplemented from time to time in accordance with the applicable procedures of the City. 2. Desi~n of Public Use Improvements and Private Use Improvements. The Developer shall be responsible, at no cost or expense to the City, for preparation of all plans and designs for the Public Use Improvements and the Private Use Improvements to be constructed by the Developer within the Development. The City shall have the right to review and approve such designs and plans for such Public Use Improvements (including specifically, without limitation, all Public Use Improvements described in Paragraph 5 hereof) and Private Use Improvements in accordance with the published and adopted review procedures and standards of the City. The Developer shall coordinate the timing ofthe preparation of plans for such Public Use Improvements and Private Use Improvements. As development of Tracts within the Development is commenced by or on behalf of the Developer, the Developer or its Affiliates shall coordinate the preparation, approval and filing of any Final Plat for any Tract within the Development. The City shall cooperate in timely review of any Final Plat of any Tract within the Development in accordance with the standard review procedures and guidelines of the City. 3. Development Fees and Char~es. The City acknowledges that the construction of Public Use Improvements by the Developer and the dedication of such Public Use Improvements to the City has substantial benefits to the City and the residents thereof. Subject to the limitation on infrastructure inspection fees hereinafter provided, the Developer and its designated Atììliates shall pay to the City all City Impact Fees required by the Impact Fee Ordinances in connection \vith the development of Improvements in the Development, subject, however, to receipt by the Developer and its designated Affiliates of applicable credits in accordance with the City Impact Fee Ordinances, based on the construction of such Public Use Improvements by the Developer and its designated Affiliates. Notwithstanding the foregoing, the City shall waive all infrastructure inspection fees on any Infrastructure Improvements constructed in the Development by Developer or its Affiliates which are in excess of (a) four percent (4%) of the costs of Infrastructure Improvements for water systems, wastewater systems and sewer systems, and (b) three percent (3%) of the costs of streets, drainage facilities and all other Infrastructure Improvements. 4. Construction and Dedication of Public Use Improvements. From time to time, the Developer shall commence the development of various Tracts within the Development, and the Developer may contract, at its sole cost and expense, with such contractors as may be selected for the installation of all Infrastructure Improvements for such Tracts, which may include both Public Use Improvements and Private Use Improvements for such Tracts. The Developer shall be obligated to provide public bidding for any contracts that include the installation of any Public Use Improvements in accordance with any applicable laws, statutes or ordinances. The Developer shall supervise and oversee all such contracts and shall exercise due diligence and good faith efforts to insure compliance by such contractors with all requirements of the City for the installation and completion of Public Use Improvements. All such contracts shall provide a bond or a warranty on such Infrastructure Improvements from the applicable contractor that installed such Infrastructure Comprehensive Development Agreement - Page 6 2] 56,64 Improvements, and any such warranty shall commence upon Substantial Completion thereof. The City shall be entitled to inspect all Infrastructure Improvements (including, without limitation, the Public Use Improvements described in Paragraph 5 hereof) during the course of construction thereof in accordance with the City's standard procedures for inspection of similar items. Upon Substantial Completion of the Public Use Improvements by the Developer or its Affiliates within any Tract, as delineated in the approved Final Plat for such Tract, the Developer or its Affiliates shall properly dedicate or convey the property containing such Public Use Improvements to the City, and the City shall accept such Public Use Improvements for maintenance and become the owner thereof. Without limiting the generality of the foregoing covenants of Developer, Developer shall perform the following specific duties and services in respect of the construction of the Public Use Improvements: (a) Use reasonable efforts to guard against any defects or deficiencies in the work of the contractor(s) or subcontractors performing construction of the Public Use Improvements, including, without limitation, an appropriate inspection and testing of work (provided, however, nothing contained herein shall impose any liability on the Developer for any defects of deficiencies of any contractors or subcontractors in perfonning any such work); (b) Advise in wTiting a representative of the City of any material omissions, substitutions, defects, or deficiencies noted in the work of any contractor, subcontractor or materialman performing construction of the Public Use Improvements; (c) Reject any work or materials that do not, in Developer's professional judgment, materially confonn to the appropriate contract documents; (d) Obtain from all contractors under Public Improvement Contracts lien waivers, bills paid affidavits and other similar documentation evidencing that such contractors have been paid in full and have no claim of lien against the Public Use Improvements; (e) Establish and maintain a central file for all design, construction, and related contractual documents, including contracts, purchase orders and change orders, and provide the City with copies of warranties, guarantees, operating manuals and a set of as-built drawings upon the completion of the Public Use Improvements; and (f) After Substantial Completion of the Public Use Improvements, coordinate with the appropriate contractors the performance and completion of any unfinished items in respect of the Public Use Improvements. 5. Special Provisions Regarding Certain Public Use Improvements. The following provisions shall be applicable to various categories of the Public Use Improvements to be constructed by the Developer or its Affiliates in the Development, as follows: (a) Water Improvements. The size of any piping for the water system that shall be designed to service each Tract in the Development shall be in accordance with the good faith recommendations of the engineer retained by the Developer to prepare the plans for such Tract in the Developments, subject in all events to compliance with published and Comprehensive Development Agreement - Page 7 2156,64 adopted City standards. The location of water taps for water meters to service such Tract will be provided at the discretion of the Developer. Shutoff valves for each system will be provided at the beginning of each phase connection of such system. The Developer shall provide dedicated and separate connections, valves, meter boxes and meter vaults to the water and the irrigation systems that service the Park dedicated to the City within the Development. The water system constructed for each Tract in the Development shall meet existing City standards and specifications for such systems. Notwithstanding the foregoing, the City may request additional improvements to such water system, including increases in the size of water lines recommended by the engineer retained by the Developer, or different locations for water taps, val ves or meter boxes, so long as the City bears the cost, if any, of any such changes or relocations in components to the water system which may be requested by the City. The Developer will provide water service and wells to refill the Lakes: however, the City shall be responsible for the cost of water to service the Lakes and all of the other Public Use Improvements, and all meters that may be required in connection with any such Public Use Improvements (including the meters necessary to service the park area adjacent to the Lakes). The Developer shall pays all costs of such water system improvements; provided, however, the City shall reimburse the Developer for a portion of such costs in accordance with the reimbursement provisions of the Impact Fee Ordinances, with such reimbursement to be paid by the City to the Developer upon dedication of such water system components. The Developer shall provide two (2) year maintenance bonds required by the City as a condition of acceptance of such improvements. (b) Sewer Improvements. The Developer shall follow the good faith recommendations of the engineer retained by the Developer to prepare the plans for each Tract in the Development with regard to the size and material of the components for the sewer system which shall serve each Tract within the Development, and such systems shal! meet existing published and adopted City standards and specifications for such systems. Lift stations, if required on-site to service any Tract, shal! be the responsibility of the Developer. The Developer shal! be required to install only those segments of the sewer system for such Tract in the Development as may be minimally required to service the Tract under development. Without limiting the obligations of Developer hereunder to construct sewer lines, the parties expressly acknowledge and agree that the Developer shall pay all costs of the sewer line described on Exhibit C attached hereto and made a part hereof by reference: provided, however, that the City shall reimburse the Developer for the costs paid in respect of the sewer line described on Exhibit C, in accordance with the reimbursement provisions to the Impact Fee Ordinances, with such reimbursement to be paid by the City to the Developer upon dedication of such sewer line. The City shall be responsible for all costs of maintenance, repair and replacement of any sewer lines to service any Tract in the Development once same have been dedicated to the City; provided, however, that the Developer shall provide two (2) year maintenance bonds required by the City as a condition of acceptance of such improvements. (c) Drainage Improvements. The Developer will provide all drainage piping and grading for any Tract under development by the Developer or its Affiliates in accordance with the good faith recommendations of the engineer for such Tract in the Development, and such drainage facilities shall meet existing published and adopted City standards and Comprehensive Development Agreement - Page 8 2156,64 specifications for such drainage facilities. The Developer will be required to build only the drainage facilities and segments for such Tract that are necessary to meet the minimum engineering requirements to service the Tract under development, subject in all events to compliance with City standards. The Developer shall provide two (2) year maintenance bonds required by the City as a condition of acceptance of such improvements. (d) Irrigation Svstems. The Developer will be responsible for the installation of all irrigation systems to service landscaped areas within the parks, medians and landscaped areas developed by the Developer or its Affiliates in the Development, and such irrigation systems will each be provided with a separate tap to the water system which serves such respective areas. The irrigation systems installed by the Developer will be Tucor irrigation systems or equivalent irrigation systems satisfactory to the City. Such systems will be designed to be serviced by the City water supply and all necessary power and controllers will be placed in public areas which permit access by appropriate representatives of the City, The City shall be responsible for all water charges and meters to serve such areas. Upon Substantial Completion of such irrigation systems, the City shall accept same for maintenance, and the Developer shall have no further responsibility for any such irrigation systems, or any component thereof: other than the one (1) year warranty that shall be provided by the contractor who installed such system upon Substantial Completion of such system. (e) Streets and Streetscapes. The Developer shall coordinate the design, construction and installation of all streets in Tracts developed by the Developer or its Af1ìliates \vithin the Development. The Developer shall have the responsibility and authority to control all design issues applicable to such streets and streetscapes, including, without limitation, determinations regarding specialty pavement and features on such streets, subject in all events to compliance with published and adopted City standards. All such streets and sidewalks dedicated to the City by the Developer shall include a two (2) year maintenance bond in favor of the City in an amount equal to twenty percent (20%) of the cost of completion of such streets and sidewalks. The City shall review and comment upon plans for any such roads or thoroughfares in accordance with the standard review and inspection requirements of the City. In addition, such streets and streetscapes shall be subject to the following provisions: (1) Inspections. At appropriate times during the course of construction of such streets within the Development, the Developer shall retain and pay for the services of an independent testing agency reasonably acceptable to the City to test the subgrade quality and paving installation in the streets and rights of way that shall be dedicated to the City in accordance with any Final Plat. (2) Acceptance and Maintenance. Upon Substantial Completion of such streets and acceptance of same by City, the City shall assume all maintenance obligations of such streets, subject to requirements under the maintenance bonds provided by the contractors that constructed and installed such streets. Upon expiration of any such maintenance bonds, the City shall be responsible for all cleaning, patching and paving of streets and roads within the Development, and the Comprehensive Development Agreement - Page 9 2156,64 City shall use reasonable efforts to cause all patches on such streets and roads to match existing paving in color and materials. (3) Traffic Si2nals. The City and the Developer shall equally share the costs and expenses of providing all traffic signals along any roads or thoroughfares adjacent to the Development. However, notwithstanding anything to the contrary contained in the foregoing sentence, in no event shall the City's share of such costs exceed Sixty Thousand Dollars ($60,000) per traffic signal, it being agreed that the Developer shall pay any excess for which the City is not responsible. The Developer shall be responsible, at its sole cost and expense, to pay for and provide any traffic signals that may be required for any interior streets included within any Tract developed by the Developer within the Development. (4) Street Lights. All lighting systems along all streets developed by the Developer within the Development shall be designed and installed under the supervision of the Developer, at no cost or expense to the City. Subject in all events to compliance with published and adopted City standards, the Developer shall determine, in its discretion, all locations, quantities and qualities of all components of such lighting systems; provided, however, that the components of such lighting systems must meet the approval of TXU or other appropriate retail street light provider. The City shall be obligated to pay all costs of maintenance, repair and replacement of such fixtures and lighting systems in accordance with agreements to be entered into between the City and such Franchise Provider, and the Developer shall have no duty or responsibility for any repair, maintenance or replacement of any such fixtures. The City shall use reasonable efforts to cause any replacement tixtures and lighting systems to match existing fixtures in style and lighting output. (5) Furnishings. The City shall have all responsibility and approval for installation, repair, maintenance and periodic replacement of all Furnishings that may be placed and installed upon any Public Use Improvements within the Development, and the Developer shall have no duties, costs or expenses relative to any such items. (6) Si~nage, The Developer shall. at its sole cost and expense, provide all traftÌc control signs in the Tracts developed by the Developer in the Development, which shall include all street signs. The Developer shall select the graphics and colors for all such signs, subject in all events to compliance with published and adopted City standards. The Developer shall submit to the City a proposed amendment to the City's existing signage ordinance to be applicable to the "Commercial Core" of the Development, as described on the Regulating Plan, and such signage requirements for the "Commercial Core" of the Development are outside the scope ofthis Agreement. The Developer has no obligation to provide any other signage for the Development that may be requested by the City, but the Developer may elect to do so, at the cost and expense ofthe City. All street signs and traffic signs in the Development shall be installed at the cost and expense of the Developer, but shall be maintained by the City, All such signage shall be designed and installed in conformance with published and adopted requirements of the City Comprehensive Development Agreement - Page 10 2156,64 and the requirements of the Declaration. Any replacement signs shall be installed at the sole cost and expense of the City, and the City shall use reasonable efforts to cause any such replacement signs to match existing signage in size, graphics and colors. (f) Landscaping. All landscaping in Public Use Improvements developed by the Developer shall be installed at the initial cost and expense of the Developer, and the Developer may, from time to time, at its election (and with no obligation to do so) and with notice to and approval by the City, upgrade or improve landscaping installed in the Park. Upon completion of such Public Use Improvements, the City Parks Department (or a contractor approved by the City Council of the City) shall assume all maintenance obligations with respect to all landscape materials in such Public Use Improvements. The Developer will consult with representatives of the Parks Department of the City on plant selections and landscape materials and shall reasonably consider requests or input of representative of the Parks Department of the City relative to plant selections or installation, and the City will not unreasonably withhold approval on any landscaping requests. The Developer shall insure that the contractors that install such landscaping materials provide a one (1) year warranty on installed materials, but maintenance of such landscaping and materials by the City Parks Department shall commence upon installation thereof and acceptance of such Public Use Improvements by the City. The City shall have no obligation to maintain landscaped areas contained in any public rights-of-way other than rights-of-way contiguous to the Park. Specifically, the parties acknowledge that all Common Areas and landscaping in dedicated rights-of-way in the residential areas of the Development shall not be the responsibility of the City. Common Areas not maintained by the City \vill be maintained by one or more of the Associations. (g) Name Rights. The Developer expressly reserves the right to designate in good faith the names of all streets and thoroughfares within the Development, and the City shall honor such name designations in the acceptance of all dedications of any such streets or thoroughfares; provided, however, the City may require a change in any names selected by the Developer if such names cont1ict with any existing names within the City or create similar safety concerns. (h) Temporary Concrete Batch Plants. The Developer shall have the right, during the development of any Tract within the Development, to operate a temporary concrete batch plant within the Development for a period of up to ninety (90) days during the installation of streets or thoroughfares applicable to such Tract, with the location of any such batch plan to be subject to the reasonable approval of the City Planning Department. 6. Installation of Franchise Utilities. The Developer shall select and coordinate with the Franchise Utility Providers approved by the City with regard to the design and installation of the various Franchise Utilities. Ifrequested by the Developer, the City shall promptly and expeditiously review the designs, easements and placements of any Franchise Utilities in order to insure that same comply with all requirements ofthe City and properly coordinate with utility and easement locations, to the extent applicable. No franchise Utility shall be turned over to the City and all maintenance of such franchise Utilities shall be provided by the applicable franchise Utility Provider. The parties Comprehensive Development Agreement - Page II 2156,64 I )(r~' / / ¡)J I / /' acknowledge that the Developer may desígnate a provider(s) of cable television and/or data transmission services and that the City ~, within the limits of applicable federal, state and local regulations or ordinances, grant a limited franchise for such provider(s) for the Development, subject to such provider( s) complying wi th then applicable standards for similar providers of such services. 7. Installation of Lakes and Park. The Developer shall coordinate the preparation of all plans for the design and installation of the Lakes and the Park, and the timely issuance of all applicable permits for the Lakes that may be required by the Corps or any other applicable governmental authorities. The City shall timely review and approve any proposed plans for the Park and the Lakes in order to meet scheduling requirements for the commencement of construction thereof. The parties acknowledge that the Park and the Lakes shall be constructed at the sole cost and expense of the Developer. The City shall install a trail system adjacent to the Lakes with (and to the extent of) the grant of $1,700,000.00 from the Texas Department of Transportation, subject to the terms of such grant and applicable law, subject to design approval by the Developer, which approval shall not be unreasonably withheld or delayed. Except as may otherwise be required pursuant to the terms of such grant, the City agrees that all proceeds from such grant utilized in the installation of the trail system adjacent to the Lakes, including related facilities and landscaping, shall be expended proportionately between the portions of such trail system located in the Development and portions of such trail system which are outside the Development. Upon Substantial Completion of the Park and the Lakes, as described on Exhibit D attached hereto, and approved tinaI design and the filing of the applicable Final Plat which contains the Park and the Lakes, the City shall accept maintenance and operation thereof, and, except to the limited extent hereinafter provided with respect to landscape materials in the wetlands areas of the property described in Exhibit D, no o\vner of any portion of the Development shall have any further liability or obligation with respect to the installation or maintenance of the Lakes or the Park. The City shall not unreasonably withhold approval and acceptance of maintenance of each Lake. Upon verification by both the engineer of record for such project and an engineer acting on behalfofthe City of the grades to within acceptable tolerance, the City will not require any modification or incidental siltation removal. The City shall maintain the Lakes and the trail system adjacent thereto in accordance with all easements applicable thereto and all governmental requirements. Notwithstanding the foregoing, for a period of three (3) years following the Substantial Completion of the Lakes, the Developer agrees to provide replacement plant materiaIs for the wetlands areas of the Lakes in accordance with the requirements of the Corps and the Developer shall be responsible for completion of any reporting requirements related to such area and required by the Corps during such three (3) year period. 8. Water Park Easements and Parkin~ Rights. The City shall consider a request from the Developer that the City grant to the Developer a pedestrian easement through the non-gated areas of the Water Park. It is understood and agreed that the City may grant, deny or condition such request in the City's sole discretion, and if granted, the form of any such pedestrian easement shall be satisfactory to the Developer and the City. The City shall also consider a request from the Developer to build parking areas to serve the Development in the area adjacent to the Water Park owned by Texas Utilities and on which the City has been granted parking rights for the Water Park. If parking rights are granted by the City in and to such area, any such parking facilities shall be subject to joint use agreements that the City may grant, deny or condition in the City's sole discretion. Comprehensive Development Agreement - Page 12 2156,64 9. PID. The City will give due consideration to a lawful petition for the establishment of the PID within the Development. If the governing body of the City makes the requisite findings in respect of the proposed PID, and all other requirements oflaw are fulfilled, then the PID shall be established in accordance with applicable law. Subject to compliance with applicable law, it is currently contemplated that one of the primary purposes of the PID, if established, will be to maintain the Parking Area. The terms of formation of the PID, and the improvements to be undertaken by such PID, shall be acceptable to the Developer and the City. The PID shall assume management and supervisory control of the Parking Areas and other Public Use Improvements of the Development that are included as authorized improvements for the PID. At such time as Tracts are developed that include any of the Parking Areas for the Development or other Public Use Improvements to be owned, operated or maintained by the PID, as designated on the Regulating Plan, the Developer shall cause such applicable areas to be dedicated or conveyed to the PID. The primary function of the PID shall be the construction, operation and maintenance of the Public Use Improvements or facilities under its jurisdiction, including the Parking Areas and the rights to set and monitor parking policy and requirements for the Development. The PID may undertake other purposes as allowed by law except the maintenance of the Park an the Lakes. The responsibilities of the PID shall include, but not necessarily be limited to, the following: (a) Establishment of policy guidelines for all shared parking requirements for the Development; (b) Establishing staffing requirements for all Parking Areas operated or maintained by the PID; (c) Review of development plans for proposed Improvements to be constructed within the Development, or changes in existing developments, to verify parking requirements and capacities for such proposed or change developments, and to confirm approval of such plans if same meet shared parking requirements established by the PID; (d) Entering into shared parking agreements with adjacent property owners to serve the Development; (e) Maintaining an updated plan of all available parking (on-site and ofT-site) available in the Development; (t) Maintaining all Parking Areas, and conduct periodic inspections of all Parking Areas to determine needs for continuing repairs or maintenance of Parking Areas; (g) Maintaining on-going records of special events scheduled in the "Commercial Core" of the Development, and develop and implement parking allocations and management policies for special events parking requirements; (h) Managing, supervising and tinancing the construction of all Improvements on all Parking Areas, including all surface lots and all above-ground and below-ground parking structures; Comprehensive Development Agreement - Page 13 2156.64 (i) Developing and implementing policies for regulating and enforcing parking requirements and violations thereof; U) Coordinating usage of available Parking Areas in the Development with parking availability in adjacent properties owned by the City or any other public entity; and (k) Coordinating with the City on all parking issues, allocation and conformance with zoning requirements for the Development. IO. Plannin~ and Desi~n ofCitv Recreation Center and Citv Librarv. The City shall initiate the process of programming, planning and designing the City Recreation Center and the City Library at such time as all of the following conditions have been met: (a) the Incremental Taxable Value for TIF #2 shall not be less than $23,000,000.00; (b) the Tracts on which the City Recreation Center and the City Library are to be constructed shall be guaranteed by the Developer to be available to the City on the terms set forth herein; (c) property tax rates of all entities participating in TIF #2 must be equal to or greater than the rates in effect when such district was established, or those entities must have methods in place to assure revenues due to TIF #2 from their entity in not less than the amount they would be had the original tax rate been in effect; (d) interest rates on bonds issued by TIF #2 for design and planning of such facilities must be within a cost range that can reasonably be expected to be paid by TIF #2; and (e) inflationary and other project cost increases for such facilities must not be beyond the reasonable ability ofTIF # 2 to finance. At such time as all such conditions have been met, the City shall initiate the process of planning for such fàcilities and upon completion of necessary designs, plans and specifications for such facilities, shall submit such designs, plans and specifications to the DRB for approval. The DRB shall not unreasonably withhold or delay its consent to such designs, plans and specifications submitted by the City, and the Developer acknowledges that neither it nor the DRB shall have the right or authority to regulate the use of such facility, and all approvals of the designs, plans and specifications shall be based upon external designs and conformity with the Design Code. All designs, plans and specifications for the City Recreation Center and the City Library shall be in conformance \vith the requirements of the Declaration and the Design Code and subject to receipt all required approvals of the DRB and the Town Architect prior to commencement of construction thereof. 11. Construction ofCitv Recreation Center and Citv Librarv. The City shall initiate the process offinancing, bidding and construction of the City Recreation Center and the City Library at such time as all of the following conditions have been met: (a) the Incremental Taxable Value for TIF #2 shall be not less than $260,000,000.00; (b) property ta.x rates for all TIF #2 participating entities must be equal to or greater than the rates in effect when TIF #2 was established, or those entities must have methods in place to assure revenues due to TIF #2 from their entity are not less than the amount they would have been had the original tax rate been in effect; (c) interest rates on bonds issued for such facilities must be within a cost range that can reasonably be expected to be paid by TIF #2;and (d) inflationary and other project cost increases must not be beyond the ability ofTIF #2 to finance. At such time as all such conditions have been met and the City and the DRB have agreed upon the designs, plans and specifications for the City Recreation Center and the construction schedule in respect of the City Recreation Center, the Developer shall cause a Tract which will be the proposed site for the City Recreation Center, as generally described on Exhibit E attached hereto and made a part hereof by reference for all purposes, to be conveyed to the City, Comprehensive Development Agreement - Page 14 2156,64 including parking easements for 400 parking spaces, without cost to the City. The parties acknowledge, however, that as the planning for the City Recreation Center and the adjacent Infrastructure Improvements progress, the legal description of such Tract may be modified with the approval of the Developer and the City (which approval shall not be unreasonably withheld by either party). The City shall cooperate with the Developer in preparation and finalizing any Final Plat for such Tract. Promptly following approval by the City and the DRB of the designs, plans and specifications and the construction schedule for the City Recreation Center and the receipt of all other approvals necessary for the construction of the City Recreation Center, the City shall install a sign on such Tract announcing the future location of the City Recreation Center on such Tract, with the size, design and location of such sign to be subject to the reasonable approval of the Developer, and, if required, the DRB. After commencement of construction of the City Recreation Center the City shall diligently pursue such construction to completion. The parties acknowledge that the instrument(s) conveying the Tract for the City Recreation Center to the City shall contain a right of reverter to the effect that, ifthe City does not commence construction of the City Recreation Center as soon as practicable after the conditions set forth herein have been met, ownership of such Tract shall revert to the party from whom such conveyance was made. The City shall also construct. at its sole cost and expense, all surface parking required by the PID on the Tract containing the parking easements, not to exceed 400 parking spaces, for such fàcility as designated by the PID, in order to serve the parking requirements for the City Recreation Center. Upon completion of the City Recreation Center, the City shall permit all daytime residents of the Development to acquire a membership or utilize the City Recreation Center at a cost which is equal to membership or usage charges for residents of Tarrant County, Texas. At such time as the City and the DRB have agreed upon the designs, plans and specifications for the City Library and the construction schedule in respect of the City Library, the Developer shall sell to the City a Tract which will be the proposed site for the City Library, as generally described on Exhibit F attached hereto and made a part hereof by reference for all purposes. The parties acknowledge, however, that as the planning for the City Library and the adjacent Infrastructure Improvements progress, the legal description of such Tract may be modified with the mutual agreement of the Developer and the City (which approval shall not be unreasonably withheld by either party). The City shall cooperate with the Developer in preparation and tinalizing any Final Plat for such Tract. The City shall purchase such Tract from the Developer at a price of$9.84 per square foot for 53,000 square feet of building pad contained in the applicable Tract. In the event that the parties agree upon changes in the sizes of the building pad, the price for the applicable Tract shall still be determined on the basis of $9.84 per square foot for the area contained in the agreed upon building pad. Concurrently with the purchase of the Tract by the City, the Developer will grant title to the pad site to the City, and at no additional cost to the City, an easement upon property adjacent to such Tract, at a location approved by the PID sufticient to accommodate parking for up to 165 cars. Promptly following approval by the City and the Developer of the plans and specitications and the construction schedule for the City Library and the receipt of all other approvals necessary for the construction of the City Library, the City shall install a sign on such Tract announcing the future location of the City Library on such Tract, with the size, design and location of such sign to be subject to the reasonable approval of the Developer. After commencement of construction of the City Library, the City shall diligently pursue such construction to completion. The City shall also construct, at its sole cost and expense, all surface parking required by the PID within the aforementioned parking easement, up to a maximum of 165 parking spaces, in areas designated by the PID, in order to serve the parking requirements for the City Library. Comprehensive Development Agreement - Page 15 2156,64 12. City Hall. The parties contemplate that the City may elect to construct and locate a new City Hall within the Development. Although there are no specific requirements for the construction and location of a new City Hall within the Development, the parties acknowledge that they shall each exercise good faith in any discussions concerning the location of a City Hall within the Development, subject to agreements on appropriate location for such facility and cost ofthe Tract on which same would be located, 13. Commercial Operation and Maintenance Committee. The City shall participate with the Developer and the Association in the creation of the COMC to administer and regulate the affairs of the owners of property within the "Central Core" described on the Regulating Plan. Such body shall consist of six (6) members, two (2) of whom shall be appointed or designated by the Developer, two (2) of whom shall be appointed or designated by the Association, and two (2) of whom shall be designated or appointed by the City. Such COMC shall establish its own rules and procedures for governance of its affairs and the regulating of uses of the "Central Core" of the Development, and shall be subject in all respects to the terms and conditions of the Declaration. Without limitation, the COMC shall be responsible for the following matters: (a) the establishment of guidelines, regulation and supervision for parades, street festivals and special events in such district; (b) the establishment of guidelines, regulation and supervision for side\valk sales, sidewalk cafes, retail carts or street vendors, and any other proposed or anticipated uses of sidewalks or common areas in such district; (c) the establishment of guidelines, regulation and supervision of any" farmers' market" located in such district; (d) the establishment of guidelines, regulation and supervision of thematic programming of streets and decorations in such district; and (e) such other areas of supervision and regulation as it may determine for the common benetit of owners and users of property in such district. 14. Reimbursement of Eligible Expenses. The parties agree that the Developer will be reimbursed for Eligible Expenses (but not in excess of the Total Developer Reimbursement Amount) in installments, in accordance with the procedure set forth in this Paragraph 14. From time to time, and at such time as the City deems appropriate, the City will send the Developer a notice (a "Notice Regarding Draw Request") to the effect that the Developer should submit a Draw Request to the City. Within ten (10) days after delivery of the Notice Regarding Draw Request, the Developer shall submit to the City a completed Draw Request for Eligible Expenses that have been incurred by the Developer and have not been previously reimbursed, together with evidence reasonably satistàctory to the City that the Developer has paid un-reimbursed Eligible Expenses in an amount equal to the amount requested in such Draw Request. It is specitically agreed that the City shall have sole and unfettered control as to when it sends a Notice Regarding Draw Request and that the Developer shall not have the right to submit a Draw Request to the City unless the City has previously sent a Notice Regarding Draw Request with respect thereto. In connection with the submission of a Draw' Comprehensive Development Agreement - Page 16 2156,64 Request, the City may require that the Developer convey to the City, if the Developer has not already done so, all Public Use Improvements that have been completed at such time and are included in the Draw Request as Eligible Expenses, which Public Use Improvements shall be conveyed to the City free and clear of all claims and encumbrances. Further, the City shall have the right, in connection with each Draw Request, to inspect the Public Use Improvements constructed by the Developer and to require the Developer to correct any deficiencies in such Public Use Improvements. The City and the Developer shall create terms and conditions that allow the mechanics of the exchange of funds to achieve the purposes set forth in the TIF #2 project and finance plans. In the event this does not occur, any and all terms of this Agreement may be declared null and void by the City or by the Developer. 15. Taxable Value Protections. The Developer and the owner of any Tract subject to this Agreement will not appeal property values to TAD review or claim agriculture use, to achieve value levels, in the aggregate, lower than those values in the TIF #2 finance plan or the value that is necessary to support any outstanding debt planned for TIF #2 financial support as shown in the TIF #2 finance plan, whichever is greater. In the event the terms of this Paragraph 15 are breached and values are set at a level lower than is necessary to support any outstanding debt planned for TIF #2 then, in such event, the City has the option to refuse to perform any or all of its financial obligations under this Agreement by giving thirty (30) days written notice to the Developer or the owner of the Tract that has violated this provision. In the event the City chooses to refuse any financial obligation under this Paragraph 15, the developer or the owner of the Tract that violated this provision will be entitled to a sixty (60) day period in which to cure the breach. 16. Inspection of Books and Records. The City reserves the right for the City's employees or other agents appointed by the City, to conduct examinations, with at least twenty-four (24) hours advance notice and during normal business hours, of the books and records maintained by the Developer in respect of the Public Use Improvements, no matter where such books and records are located. The City also reserves the right, upon reasonable notice to the Developer and during normal business hours, to perform any and all additional audit tests relating to the Developer's activities in respect of the Public Use Improvements. Should the City's employees or appointees discover errors in record keeping, the Developer shall correct such discrepancies either upon discovery or within a reasonable period of time. The Developer shall inform the City, in writing, of the action taken to correct such audit discrepancies. Any and all such audits conducted either by the City's employees or appointees will be at the sole expense of the City, 17. Capacity and Qualifications of Developer. The City and the Developer acknowledge and agree that this Agreement does not constitute the creation of a partnership, joint venture, or principal and agent relationship between them, but evidences merely a contractual relationship between the City and the Developer. The Developer represents to the City that (a) the Developer possesses the requisite skill and expertise to develop the Infrastructure Improvements in accordance with this Agreement, and (b) the Developer has all requisite licenses required by law to carry out its duties hereunder. The Developer shall perform its duties hereunder in a good and workmanlike manner and in accordance with the prevailing standards of professional care applicable to its industry. The Developer shall fully comply with all applicable laws and regulations having to do with worker's compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects. Comprehensive Development Agreement - Page 17 2156,64 18, Record Documents. Upon completion of any phase of the Public Use Improvements, the Developer shall cause to be provided to the City at least two blue line copies and one electronic media copy (AutoCad, Release 14) of the record documents for any such site developments. 19, Indemnitv. The Developer agrees to defend, indemnify and hold the City, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought that may arise out of or be occasioned by the Developer's intentional or negligent breach of any of the terms or provisions of this Agreement, or by any other negligent act or omission of the Developer, its officers, agents, associates, employees, contractors or consultants, in the performance of this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of the City, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both the Developer and the City, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available to the City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 20. Applicability of City Ordinances. Except as may be otherwise specifically provided herein or in any other agreements between the parties, the Developer acknowledges that the Development shall be subject to all ordinances of the City in effect from time to time. 21. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Tarrant County, Texas. 22. Remedies. Subject to the provisions of Paragraph 23 below, in the event that any party hereto fails to comply with the terms and conditions of this Agreement, the other party hereto shall have the right to enforce the terms of this Agreement by specific performance, or by any other remedies available to such party at law or in equity, with the understanding, however, that nothing contained herein shall authorize the Developer to obtain ajudgement lien on any property owned by the City. 23. Entire A2reement. This Agreement contains the entire agreement between the parties covering the subject matter set forth herein. No modifications or amendments of this Agreement shall be valid unless in writing and signed by the parties against whom such enforcement is sought. 24. Assignment bv Developer. The Developer may not assign its rights or delegate its duties under this Agreement without the prior written consent of the City, which consent shall not be unreasonably withheld, and no consent shall be required to an assignment to any affiliate of the Developer. Comprehensive Development Agreement - Page 18 2156,64 25. Successors and Assigns. If required, the City shall adopt an ordinance approving this Agreement and authorizing the execution of this Agreement by the Mayor or other appropriate representative of the City. Upon full execution of this Agreement by all parties hereto, this Agreement shall become a binding obligation of the parties and this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and permitted assigns. 26. Memorandum of Aereement. The parties shall not record this Agreement, but shall execute, acknowledge and record a memorandum of this Agreement in the Real Property Records of Tarrant County, Texas, in order to place third parties on notice of the existence of this Agreement with respect to the Development. 27. No Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 28. Notices. All notices given hereunder shall be made in writing and given to the addressee at the address specified on the signature pages hereof. Notices may be given by certified mail, return receipt requested, by hand delivery, or by facsimile transfer and shall be effective upon receipt at the address of the addressee. 29. Exhibits. The following exhibits are attached to this Agreement and incorporated herein by reference for all purposes: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Legal Description of Development Regulating Plan Description of City Sewer Line Description of Lakes and Park Description of City Recreation Center Tract Description of City Library Tract Form of Draw Request Project and Financing Plan Comprehensive Development Agreement - Page 19 2156,64 \~'" EXECUTED by the parties hereto as of the _ day of ~f'i \ , , 2001. CITY: Address for Notices: CITY OF NORTH RICHLAND HILLS, TEXAS 1~l>1 ~E' \..ðO~ !~o ~b'{t~ Øo\t.+(~-.J b ,",\I.I.~,TÅ ~t,I~,) ~. By: r7'tt4J Title: ( /_~~ ~Ü, fI./^'i. j( =c' t Ifi-v-/ C I ry ,72 rirJrr6é /2.-- DEVELOPER: Address for Notices: ARCADIA 5~~ ~(V.Lst- ~'( I 1?d ,.±f 20(,0 ICeL -r-><- SZ 3D I Comprehensive Development Agreement - Page 20 2 [56,64 SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, by the said WILLIAM GIETEMA, JR., to certify which, witness my hand this 12th day of March, 2001. ..,~~'~ KlMY.TORBERT ~ ~~~~ ~~r~ MY COMMISSION EXPIRES ~ _20,,,," ~~tar ~l ' ,"tate of Texasu '-"'I'r'ìl'" EXHIBIT A LEGAL DESCRIPTION 286.357 ACRES BEING A 286,357 ACRE TRACT OF LAND SITUATED IN THE L.c. WALKER SURVEY , ABSTRACT NO. 1653,1. BARLOUGH SURVEY, ABSTRACT NO. 130, L.C. WALKER SURVEY, ABSTRACT NO. 1652, T.K. MARTIN SURVEY, ABSTRACT NO. 1055 AND D.C. MANNING SURVEY, ABSTRACT NO. 1046, CITY OF NORTH RlCHLAND HILLS, TARRANT COUNTY, TEX-AS, AND BEING ALL OF A 38.44 ACRE TRACT OF LAND CONVEYED TO E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 7875, PAGE 591, DEED RECORDS, TARRANT COUNTY, TEXAS, ALL OF A 13.909 ACRE TRACT OF LAND CONVEYED TO TRUSTEES, E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 7853, PAGE 2248, DEED RECORDS, TARRANT COUNTY, TEX-AS, ALL OF A CALLED 18.709 ACRE TRACT I TRACT OF LAND CONVEYED TO E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 8102, PAGE 1374, DEED RECORDS, TARRANT COUNTY, TEXAS, ALL OF A CALLED 6,866 ACRE TRACT OF LAND CONVEYED TO E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 13560, PAGE 383, A PART OF A 128.875 ACRE TRACT OF LAND CONVEYED TO TRUSTEES, E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 7870, PAGE 461, DEED RECORDS, TARRA,NT COUNTY, TEXAS, A PART OF A 57,3556 ACRE TRACT OF LAND CONVEYED TO TRUSTEES, E-SYSTEMS, INC" POOL TRUST BY DEED AS RECORDED IN VOLUME 7862, PAGE 1578, DEED RECORDS, TARRt\NT COUNTY, TEXAS, APART OF A CALLED 57,271 ACRE TRACT OF LAND CONVEYED TO E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 7873, PAGE 2228, DEED RECORDS, TARRANT COUNTY, TEXAS, A PART OF A CALLED 6.449 ACRE TRACT OF LAND CONVEYED TO E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 8053, PAGE 2264, DEED RECORDS, TARRANT COUNTY, TEXAS, A PART OF A CALLED 18.709 ACRE TRACT III TRACT OF LAND CONVEYED TO E-SYSTEMS, INC., POOL TRUST BY DEED AS RECORDED IN VOLUME 8102, PAGE 1374, DEED RECORDS, TARRANT COUNTY, TEXAS, APART OF MID CITIES BOULEVARD AND A PART OF CARDINAL LANE (COUNTY ROAD 3086), SAID 286.357 ACRE TRACT, WITH REFERENCE BEARING BEING GRID NORTH, TEXAS COORDINATE SYSTEM, NORTH CENTRAL ZONE, NAD 83DATUM, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT AI" IRON ROD FOUND FOR CORNER BEING THE SOUTHWEST PROPERTY CORNER OF AFORESAID 38.44 ACRE TRACT, BEING THE NORTHWEST PROPERTY CORNER OF A TRACT OF LAND CONVEYED TO TEXAS ELECTRIC G:\BOB ALLENIRMA21\2156,64\286 acres description,wpd PAGE 1 OF 15 July 13, 2000 SERVICE CO. BY DEED AS RECORDED IN VOLUME 2844, PAGE 281, DEED RECORDS, TARRANT COUNTY, TEXAS AND BEING THE MOST EASTERN SOUTHEAST PROPERTY CORNER OF A TRACT OF LAND CONVEYED TO LOGAN A. BOGGS ET UX, MARY JANE BOGGS BY DEED AS RECORDED IN VOLUME 5724, PAGE 534, DEED RECORDS, TARRANT COUNTY, TEXAS; THENCE, NORTH 00 DEGREES 46 Mfi"iUTES 19 SECONDS \VEST, ALONG THE WEST PROPERTY LINE OF AFORESAID 38.44 ACRE TRACT AND ALONG THE EAST PROPERTY LINE OF SAID BOGGS TRACT A DISTANCE OF 363.67 FEET TO A POINT FOR CORNER BEING THE NORTH\VEST PROPERTY CORi"fER OF AFORESAID 38.44 ACRE TRACT, BEING THE SOUTHWEST PROPERTY CORNER OF AFORESAID 128.875 ACRE TRACT AND BEING ON THE SAID EAST PROPERTY LINE OF BOGGS TRACT; THENCE, NORTH Ol DEGREES 13 MINUTES 32 SECONDS WEST, ALONG THE MOST WESTER.N WEST PROPERTY LINE OF AFORESAID 128.875 ACRE TR.'\CT AND CONTINUING ALONG SAID EAST PROPERTY LINE OF BOGGS TRACT A DISTANCE OF 579.81 FEET TO A POINT FOR CORNER BEING ON AFORESAID MOST WESTERN PROPERTY LINE OF 128.875 ACRE TRACT, BEING THE MOST SOUTHERN SOUTHEAST PROPERTY COfu~ER OF AFORESAID 57.3556 ACRE TRACT AND BEING THE MOST NORTHER.t~ NORTHEAST PROPERTY CORNER OF SAID BOGGS TRACT; THENCE, DEPARTING AFORESAID MOST WESTERN WEST PROPERTY LINE OF 128.875 ACRE TRACT, SOUTH 89 DEGREES 47 MINUTES 50 SECONDS WEST, ALONG THE MOST SOUTHERN SOUTH PROPERTY LINE OF AFORESAID 57.3556 ACRE TR.ACT AND ALONG THE NORTH PROPERTY LINE OF SAID BOGGS TRACT, PASSING AT A DISTANCE OF 1256.00 FEET THE NORTHWEST PROPERTY COR.NER OF SAID BOGGS TRACT AND THE NORTHEAST PROPERTY CORNER OF A 27.08 ACRE TRACT OF LAND CONVEYED TO C.R. BARNETT ET UX, EDMONIA UTLEY BARNEIT AS RECORDED IN VOLUME 7664, PAGE 474, DEED RECORDS, TARRANT COUNTY, TEXAS, CONTINUING ALONG AFORESAID MOST SOUTHERN SOUTH PROPERTY LINE OF 57.3556 ACRE TRACT AND ALONG THE NORTH PROPERTY LINE OF SAID 27,08 ACRE BAR.t~ETT TRACT A TOTAL DISTANCE OF 1325.11 FEET TO A 1/2" IRON ROD FOUND FOR COfu"fER BEING THE MOST SOUTHERN SOUTHWEST PROPERTY CORNER OF AFORESAID 57.3556 ACRE TRACT, BEING THE SOUTHEAST PROPERTY. CORNER OF A 17.25 ACRE TRACT OF LAND CONVEYED TO C.R. BARNEIT BY DEED AS RECORDED IN VOLUME 1192, PAGE 22, DEED RECORDS, TARRANT COUNTY, TEXAS AND BEING ON THE NORTH PROPERTY LINE OF SAID 27.08 ACRE BARl"fETT TRACT; G:\BOB ALLEN\RMA21\2156,64\bdy286ac,doc PAGE 2 OF 15 July 12, 2000 THENCE, DEPARTING SAID NORTH PROPERTY LINE OF 27.08 ACRE BARNETT TRACT, NORTH 00 DEGREES 37 MINUTES 49 SECONDS WEST, ALONG A WEST PROPERTY UNE OF AFORESAID 57.3556 ACRE TRA,CT AND ALONG THE EAST PROPERTY LINE OF SAID 17.25 ACRE BARt"JETT TRA,CT A DISTANCE OF 635.49 FEET TO A 5/8" IRON ROD FOUND FOR CORl'IER BEING AN INTERIOR PROPERTY CORt"JER OF AFORESAID 57.3556 ACRE TRA..CT AND BEING THE NORTHEAST ,PROPERTY CORNER OF SAID 17.25 ACRE BARt'-IEIT TRACT; THENCE, NORTH 89 DEGREES 29 M~lJTES 10 SECONDS WEST, ALONG A SOUTH PROPERTY LINE OF AFORESAID 57.3556 ACRE TR1\CT AND ALONG THE NORTH PROPERTY LINE OF SAID 17.25 ACRE BARNETT TRA,CT A DISTANCE OF 567.43 FEET TO A 1/2" IRON ROD FOUND FOR CORl"JER BEING THE MOST WESTERN SOUTHWEST PROPERTY CORl"JER OF AFORESAID 57.3556 ACRE TRACT, BEING THE SOUTHEAST PROPERTY CORl"JER OF SAID 13.909 ACRE TR.ACT AND BEING ON THE NORTH PROPERTY LINE OF SAID 17.25 ACRE BARNETT TR.Ä..CT; THENCE, DEPARTING SAID 57.3556 ACRE TRACT, NORTH 89 DEGREES 33 MINUTES 17 SECONDS WEST, ALONG THE SOUTH PROPERTY LINE OF AFORESAID 13,909 ACRE TRACT AND CONTINUING ALONG SAID NORTH PROPERTY LINE OF 17,25 ACRE BARNETT TRACT A DISTANCE OF 97.98 FEET TO A POINT FOR CORJ"JER; THENCE, NORTH 89 DEGREES 41 MINUTES 59 SECONDS WEST, CONTINUING ALONG AFORESAID SOUTH PROPERTY UNE or 13.909 ACRE TRACT AND ALONG SAID NORTH PROPERTY LINE OF 17,25 ACRE BAR.1\TETT TR.c\CT A DISTANCE OF 605.42 FEET TO A 1/2" IRON ROD FOUND FOR CORNER BEING THE SOUTHWEST PROPERTY COP"-l'\TER OF AFORESAID 13.909 ACRE TRACT AND ON THE EASTERJ"J RIGHT-OF-W A Y LINE OF DAVIS BOULEVARD (A 120 FOOT RIGHT-OF-WA Y) AND THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 12 DEGREES 58 MINUTES 46 SECONDS, A RADIUS OF 2829.56 FEET AND A LONG CHORD THAT BEARS NORTH 16 DEGREES 59 MINUTES 05 SECONDS EAST A DISTANCE OF 639,63 FEET; THENCE, ALONG THE WEST PROPERTY LINE OF AFORESAID 13.909 ACRE TRACT, ALONG SAID EASTERN RIGHT-OF-WA Y LINE OF DAVIS BOULEVARD AND ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 641.00 FEET TO A POINT FOR CORNER BEING ON AFORESAID WEST PROPERTY LINE OF 13.909 ACRE TRACT, BEING ON SAID EASTERl"J RIGHT-OF-WAY LINE OF DAVIS BOULEVARD, BEING ON THE SOUTHERN RIGHT-OF-WAY LINE OF CAN'NON DRIVE (A 68 FOOT RIGHT-OF-WAY) AS RECORDED BY CORRECTED PLAT OF SPRING OAKS ADDITION, CABINET A, SLIDE 1554, PLAT RECORDS, T ARR.A.NT COlJNTY, G:\80B ALLEN\RMA21\2156,64Ibdy286ac,doc PAGE 3 OF 15 July 12, 2000 TEXAS AND THE BEGINNING OF A NON-TANGENT CURVE TO THE RlGHT HAVING A CENTRAL ANGLE OF 07 DEGREES 01 MINUTES 04 SECONDS, A RADIUS OF 2804.79 FEET AND A LONG CHORD THAT BEARS NORTH 27 DEGREES 00 MINUTES 36 SECONDS EAST A DISTANCE OF 343.32 FEET; THENCE, CONTINUING ALONG THE AFORESAID WEST PROPERTY LINE OF 13.909 ACRE TRACT, ALONG SAID EASTERl'J RlGHT-OF-WA Y LINE OF DAVIS BOULEVARD, ALONG THE \VEST LINE OF SAID CANNON DRIVE AND ALONG SAID NON-TANGENT CURVE TO THE RlGHT, PASSING AT AN ARC DISTANCE OF 108,01 FEET THE NORTHERN RlGHT-OF-WA Y LINE OF SAID CANNON DRIVE FOR A , TOTAL ARC DISTANCE OF 343.53 FEET TO A POINT FOR CORNER; THENCE, NORTH 30 DEGREES 30 MINUTES 39 SECONDS EAST, CONTINUING ALONG THE AFORESAID WEST PROPERTY LINE OF 13.909 ACRE TRACT AND ALONG SAID EASTER1"-J RlGHT-OF- WAY LINE OF DAVIS BOULEVARD, A DISTANCE OF 502.00 FEET TO A 1/2" IRON ROD FOUND FOR COfu'\IER BEING THE NORTHEAST PROPERTY CORNER OF AFORESAID 13.909 ACRE TRACT, BEING ON SAID EASTEfu'\I RlGHT-OF-WA Y LINE OF DAVIS BOULEVARD AND BEING ON THE SOUTHERt"J RlGHT-OF-W A Y LINE OF NEWMAN DRlVE (A 50 FOOT RlGHT-OF-W A Y); THENCE, SOUTH 89 DEGREES 54 MINUTES 04 SECONDS EAST, ALONG THE NORTH PROPERTY LINE OF AFORESAID 13.909 ACRE TRACT AND ALONG SAID SOUTHERJ"J RIGHT-Of-WAY LINE or NEWMAN DRIVE A DISTANCE OF 92.40 FEET TO A POINT FOR CORNER BEING THE NORTHEAST PROPERTY CORNER OF SAID 13.909 ACRE TRACT, BEING ON THE WEST PROPERTY LINE Of LOT 1, BLOCK 23 OF SUNNY MEADOW ADDITION AS RECORDED IN VOLUME 388-172, PAGE 97, PLAT RECORDS, TARRANT COUNTY, TEXAS AND BEING ON SAID SOUTHER.N RIGHT-OF-\VAY LINE OF NEWMAN DRlVE; THENCE, SOUTH 00 DEGREES 49 MINUTES 08 SECONDS EAST, ALONG THE EAST PROPERTY LINE OF AFORESAID 13.909 ACRE TRA,CT AND ALONG SAID \VEST PROPERTY LINE Of LOT 1 A DISTANCE OF 301.65 FEET TO A 1/2" IRON·ROD FOUND FOR CORNER BEING ON AFORESAID EAST PROPERTY LINE Of 13.909 ACRE TRACT, BEING THE MOST WESTERN NORTHWEST PROPERTY CORNER OF AFORESAID 57.3556 ACRE TRACT AND BEING THE SOUTHWEST PROPERTY CORNER OF SAID LOT 1; THENCE, NORTH 89 DEGREES 47 MINUTES 56 SECONDS EAST, ALONG A NORTH PROPERTYLINE Of AFORESAID 57.3556 ACRE TRACT AND ALONG THE SOUTH PROPERTY LINE OF SAID LOT 1, PASSING AT A DISTANCE OF 126.46 FEET THE GIBOB ALLENIRMA21 \2156,64\bdy286ac,doc PAGE 4 OF 15 July 12. 2000 SOUTHEAST PROPERTY CORl'\.IER OF SAID LOT 1 AND THE SOUTHWEST PROPERTY CORNER OF A TRA.CT OF LAND CONVEYED TO SUE C. HAMMONDS BY DEED AS RECORDED IN VOLUME 4928, PAGE 564, DEED RECORDS, TARRANT COUNTY, TEXAS, CONTINUING ALONG AFORESAID NORTH PROPERTY LINE OF 57.3556 ACRE TRACT AND ALONG THE SOUTH PROPERTY LINE OF SAID HAMMONDS TRl-\CT, FOR A TOTAL DISTANCE OF 255,89 FEET TO A 1/2" IRON ROD FOUND FOR COR.NER BEING AN INTERIOR PROPERTY COR1"lER OF AFORESAID 57.3556 ACRE TRACT AND BEING THE SOUTHEAST PROPERTY CORl'\JER OF SAID HAMMONDS TRACT; THENCE, NORTH 00 DEGREES 00 MINUTES 37 SECONDS EAST, ALONG A \VEST PROPERTY LINE OF AFORESAID 57.3556 ACRE TRACT AND ALONG THE EAST PROPERTY LINE OF SAID HAMMONDS TRACT A DISTANCE OF 301.28 FEET TO A 5/8" IRON ROD FOUND FOR CORNER BEING THE MOST NORTHERN NORTHWEST PROPERTY CORNER OF AFORESAID 57.3556 ACRE TRACT, BEING ON SAID EAST PROPERTY LINE OF SAID HAMMONDS TRACT AND BEING ON SAID SOUTHERJ"J RIGHT-OF- WAY LINE OF NEWMAN DRIVE; THENCE, SOUTH 89 DEGREES 53 MINUTES 26 SECONDS EAST, ALONG THE MOST NORTHERl'\.I NORTH PROPERTY LINE OF AFORESAID 57.3556 ACRE TRACT AND ALONG SAID SOUTHER1'\.I RIGHT-OF-WAY LINE OF NEWMAN DRIVE A DISTANCE OF 210.53 FEET TO A 1/2" IRON ROD FOUND FOR CORNER BEING THE MOST NORTHERN NORTHEAST PROPERTY CORJ"JER OF AFORESAID 57.3556 ACRE TR.ACT, BEING THE NORTHWEST PROPERTY CORNER OF LOT 4, BLOCK:) OF SUNNY MEADOW ADDITION AS RECORDED IN VOLUME 388-109, PAGE 103, PLAT RECORDS, TARf'J..NT COUNTY, TEXAS AND BEING ON SAID SOUTHERN RIGHT-OF- \VA Y LINE OF NEWMAN DRIVE; THENCE, SOUTH 00 DEGREES 38 MINUTES 18 SECONDS EAST, ALONG AN EAST PROPERTY LINE OF AFORESAID 57.3556 ACRE TRi\CT AND ALONG THE \VEST PROPERTY LINE OF SAID LOT 4 TRACT A DISTANCE OF 274.62 FEET TO A 1/2" IRON ROD FOUND FOR CORNER BEING AN INTERIOR PROPERTY CORNER OF AFORESAID 57.3556 ACRE TRACT AND BEING THE SOUTHWEST PROPERTY CORNER OF SAID LOT 4; THENCE, NORTH 89 DEGREES 49 MINUTES 42 SECONDS EAST, ALONG A NORTH PROPERTY LINE OF SAID 57.3556 ACRE TRACT AND ALONG THE SOUTH PROPERTY LINE OF SAID LOT 4 TRACT A DISTANCE OF 95.67 FEET TO A POINT FOR CORNER BEING AN EXTERIOR PROPERTY CORNER OF AFORESAID 57.3556 ACRE TRACT, BEING THE SOUTHWEST PROPERTY CORNER OF SAID LOT 4 TR.t.\CT G:\808 ALLEN\RMA21 \2156,64\bdy286ac,doc PAGE 5 OF 15 July 12, 2000 AND BEING ON THE MOST 'WESTERN WEST LINE OF SUNNY MEADOW ADDITION AS RECORDED IN VOLUME 388-83, PAGE 38, PLAT RECORDS, TARRANT COUNTY, TEXAS; THENCE, SOUTH 00 DEGREES 36 MINUTES 43 SECONDS EAST, ALONG AN EAST PROPERTY LINE OF AFORESAID 57.3556 ACRE TRACT AND ALONG SAID MOST ì,VESTERt"i WEST LINE OF SlJl~"NY ìvIEADOW ADDITION, VOLUME 388-83, PAGE 38, PASSING AT A DISTANCE OF 384.73 FEET THE WESTERN MOST SOUTHVlEST CORNER OF SAID SUNNY MEADOW ADDITION, VOLUME 388-83, PAGE 38 AND THE NORTHWEST PROPERTY COR1'\JER OF A TRi\.CT OF LAND CONVEYED TO E.E. NEWMAN AND WIFE, ADA NEWMAN BY DEED AS RECORDED TN VOLUME 4853, PAGE 893, DEED RECORDS, TARRANT COUNTY, TEXAS, CONTINUING ALONG AFORESAID EAST PROPERTY LINE OF 57.3556 ACRE TRACT AND ALONG THE WEST PROPERTY LINE OF SAID NEWMAN TRACT FOR A TOTAL DISTANCE OF 919.29 FEET TO A POINT FOR CORNER BEING ON AFORESAID EAST PROPERTY LINE OF 57.3556 ACRE TRA,CT AND BEING ON SAID NORTHERt"I RIGHT-OF-\VA Y LINE OF CANNON DRIVE; THENCE, ALONG SAID NORTHERN RlGHT-OF-W A Y LINE OF CANNON DRIVE THE FOLLOWING COURSES AND DISTANCES: NORTH 89 DEGREES 25 MINUTES 42 SECONDS EAST, A DISTANCE OF 315.39 FEET TO A POINT FOR CORc"JER AND TI-I[ BEGI1'<'NING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 08 DEGREES 29 MINUTES 10 SECONDS, A RADIUS OF 608,70 FEET AND A LONG CHORD THAT BEARS SOUTH 86 DEGREES 19 MINUTES 44 SECONDS EAST A DrST ANCE OF 90,07 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 90.15 FEET TO A POINT FOR CORNER; SOUTH 78 DEGREES 44 MINUTES 20 SECONDS EAST, A DISTANCE OF 71.08 FEET TO A POINT FOR CORNER AND THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 03 DEGREES 50 MINUTES 59 SECONDS, A RADIUS OF 608.70 FEET AND A LONG CHORD THAT BEARS SOUTH 73 DEGREES 28 MINUTES 01 SECONDS EAST A DISTANCE OF 40.89 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 40.90 FEET TO A POINT FOR CORNER; G:\BOB ALLEN\RMA21\2156,64Ibdy286ac,doc PAGE 6 OF 15 July 12, 2000 SOUTH 71 DEGREES 32 MINUTES 31 SECONDS EAST, A DISTANCE OF 883,09 FEET TO AN "X" CUT IN CONCRETE FOUND FOR CORNER; SOUTH 78 DEGREES 26 MINUTES 02 SECONDS EAST, A DISTA1";CE OF 50.00 FEET TO A POINT FOR COR1"IER; SOUTH 71 DEGREES 32 MINUTES 31 SECONDS EAST, A DISTANCE OF 66.74 FEET TO A POINT FOR CORNER; NORTH 55 DEGREES 50 MINUTES 55 SECONDS EAST, A DISTANCE OF 26,55 FEET TO A POINT FOR CORNER; THENCE, ALONG THE WESTERc'\J RIGHT-OF-WAY LINE OF AMUNDSON DRlVE (A 68 FOOT RIGHT-OF- WAY) AS RECORDED BY SAID PLAT OF SPRING OAKS ADDITION THE FOLLOWING COURSES AND DISTANCES: NORTH 03 DEGREES 14 MINUTES 20 SECONDS EAST, A DISTANCE OF 222,19 FEET TO A POINT FOR COR1"IER AND THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT HAVING A CENTRA.L ANGLE OF 05 DEGREES 34 MINUTES 07 SECONDS, A RADIUS OF 766,00 FEET AND A LONG CHORD THAT BEARS NORTH 12 DEGREES 47 MINUTES 20 SECONDS WEST A DISTANCE OF 74.42 FEET; ALONG SAID NON-TANGENT CURVE TO THE LEFT, PASSING AT AN ARC DISTANCE OF 5.53 FEET THE SOUTH PROPERTY LINE OF AFORESAID 57.271 ACRE TRACT, CONTINUING ALONG SAID WESTERN RlGHT-OF-W A Y LINE OF AMUNDSON DRIVE FOR A TOTAL ARC DISTANCE OF 74.45 FEET TO A POINT FOR CORNER; THENCE, ALONG SAID WESTERN RIGHT-OF- WAY LINE OF AMUNDSON DRIVE AND OVER AND ACROSS AfORESAID 57,271 ACRE TRi\CT THE FOLLOWING COURSES AND DISTANCES: NORTH 15 DEGREES 34 MINUTES 23 SECONDS WEST, A DISTANCE OF 115,73 FEET TO A POINT FOR CORNER AND THE BEGINNING OF A NON-TANGENT CURVE TO THE RlGHT HAVING A CENTRAL ANGLE OF 03 DEGREES 00 MINUTES 23 SECONDS, A RADIUS OF 884.00 FEET AND A LONG CHORD THAT BEARS NORTH 13 DEGREES 58 MINUTES 47 SECONDS WEST A DISTANCE OF 46.38 FEET; G:\BOB ALLEN\RMA21 \2156,64\bdy286ac,doc PAGE 7 OF 15 July 12, 2000 ALONG SAID NON-TANGENT CURVE TO THE RIGHT AN ARC DISTANCE OF , 46.39 FEET TO A POINT FOR CORNER AND THE BEGINNING OF A NON- TANGENT CURVE TO THE RlGHT HAVING A CENTRAL ANGLE OF 03 DEGREES 59 MINUTES 43 SECONDS, A RADIUS OF 884.00 FEET AND A LONG CHORD THAT BEARS NORTH 10 DEGREES 16 MINUTES 08 SECONDS WEST A DISTANCE OF 61.63 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 61.64 FEET TO A POINT FOR CORNER; NORTH 11 DEGREES 51 MINUTES 47 SECONDS WEST, A DISTANCE OF 71,96 FEET TO A POINT FOR CORNER; NORTH 03 DEGREES 09 MINUTES 30 SECONDS WEST, A DISTANCE OF 225,17 FEET TO A POINT FOR CORNER; NORTH 12 DEGREES 24 MINUTES 20 SECONDS WEST, A DISTANCE OF 70,29 FEET TO A POINT FOR CORl'TER; NORTH 15 DEGREES 37 MINUTES 36 SECONDS \VEST, A DISTANCE OF 67,22 FEET TO A POINT FOR CORNER AND THE BEGINNING OF A TANGENT CURVE TO THE RlGHT HAVING A CENTRAL ANGLE OF 17 DEGREES 36 MINUTES 38 SECONDS, A RADIUS OF 434,00 FEET AND A LONG CHORD II-LA T BEARS NORTH 06 DEGREES 49 MINUTES 18 SECONDS WEST A DISTANCE OF 132.87 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 133.39 FEET TO A POINT FOR CORNER; NORTH 03 DEGREES 37 MINUTES 29 SECONDS EAST, A DISTANCE OF 70,11 FEET TO A POINT FOR CORNER; NORTH 03 DEGREES 48 MINUTES 13 SECONDS EAST, A DISTANCE OF 70.16 FEET TO A POINT FOR CORNER AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 03 DEGREES 45 MINUTES 55 SECONDS, A RADIUS OF 366,00 FEET AND A LONG CHORD THAT BEARS NORTH 01 DEGREES 55 MINUTES 17 SECONDS EAST A DISTANCE OF 24.05 FEET; G:\BOB ALLENIRMA21\2156,64\bdy286ac,doc PAGE 8 OF 15 July 12, 2000 ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 24,05 FEET TO A POINT FOR CORNER; l'-1ûRTH 00 DEGREES 01 ìVIINUTES 54 SECONDS WEST, A DISTANCE OF 10,15 FEET TO A POINT FOR CORl~ER; THENCE, NORTH 89 DEGREES 20 MINUTES 21 SECONDS EAST, ALONG THE NORTH LINE OF SAID fu'vlUNDSON DRIVE AND OVER AND ACROSS AFORESAID 57.271 ACRE TRA,CT A DISTANCE OF 68.02 FEET TO A POINT FOR CORl'\JER BEING ON THE EASTERN RIGHT-OF- WAY LINE OF SAID AMUNDSON DRlVE; THENCE, CONTINUING OVER AND ACROSS AFORESAID 57.271 ACRE TRACT THE FOLLOWING COURSES AND DrST ANCES: NORTH 00 DEGREES 18 MINUTES 42 SECONDS EAST, A DISTANCE OF 97.93 FEET TO A 1/2" IRON ROD WITH CAP FOUND FOR CORNER AND THE BEGINNING OF A TANGENT CURVE TO THE LEFTHA VING A CENTRAL ANGLE OF 00 DEGREES 44 MINUTES 50 SECONDS, A RADIUS OF 7844.29 FEET AND A LONG CHORD THAT BEARS NORTH 00 DEGREES 03 MINUTES 44 SECONDS WEST A DISTANCE OF 102.30 FEET; ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 102.30 FEET TO A 1/2" IRON ROD \VITH CAP FOUND FOR CORt"JER; NORTH 00 DEGREES 26 MINUTES 09 SECONDS WEST, A DISTANCE OF 99,99 FEET TO A POINT FOR CORL"JER AND THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HA VTNG A CENTRA.L ANGLE OF 00 DEGREES 49 MINUTES 59 SECONDS, A RADIUS OF 6973.70 FEET AND A LOÌ'iG CHORD THAT BEARS NORTH 00 DEGREES 01 MINUTES 10 SECONDS WEST A DISTANCE OF 101.39 FEET; ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.39 FEET TO A 1/2" IRON ROD WITH CAP FOUND FOR CORNER; NORTH 00 DEGREES 23 MINUTES 50 SECONDS EAST, A DISTANCE OF 191,90 FEET TO A 1/2" IRON ROD FOUND FOR CORNER; NORTH 06 DEGREES 06 MINUTES 22 SECONDS EAST, A DISTANCE OF 60.32 FEET TO A POINT FOR CORNER; G:\808 ALLEN\RMA21\2156,64\bdy286ac,doc PAGE 9 OF 15 July 12, 2000 NORTH 00 DEGREES 23 MINUTES 50 SECONDS EAST, A DISTANCE OF 91.00 FEET TO A 1/2" IRON ROD WITH CAP FOUND FOR CORNER BEING ON THE SOUTHERl"J RIGHT-OF-WAY LINE OF MID CITIES BOULEVARD (A VARIABLE WIDTH RIGHT-OF-\V A Y) CONVEYED TO STATE OF TEXAS BY DEED AS RECORDED IN VOLUME 11395, PAGE 587, DEED RECORDS, TARRANT COUNTY, TEXAS; THENCE, OVER AND ACROSS AFORESAID 57.271 ACRE TRACT AND ALONG SAID SOUTHERl"J RIGHT-W A Y-LINE OF MID CITIES BOULEVARD THE FOLLOWING COURSES AND DISTANCES: SOUTH 78 DEGREES 19 MINUTES 42 SECONDS EAST, A DISTANCE OF 3.48 FEET TO A POINT FOR CORNER; SOUTH 89 DEGREES 38 MINUTES 18 SECONDS EAST, A DISTANCE OF 125,00 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER; NORTI-I78 DEGREES 58 MINUTES 42 SECONDS EAST, A DISTANCE OF 51.45 FEET TO A CONCRETE MONUMENT FOUND FOR CORt"JER AND THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT HAVING A CENTRA.L ANGLE OF 04 DEGREES 27 MINUTES 07 SECONDS, A RADIUS OF 5789.58 FEET AND A LONG CHORD THAT BEARS NORTH 87 DEGREES 42 Ì'vlINUTES S9 SECONDS EAST A DISTANCE OF 449.74 FEET; ALONG SAID NON-TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 449,86 FEET TO A CONCRETE MONUMENT FOUND FOR CORi'\IER; NORTH 85 DEGREES 45 MINUTES 53 SECONDS EAST, A DISTANCE OF 54.23 FEET TO A POINT FOR CORNER; NORTH 86 DEGREES 17 MINUTES 19 SECONDS EAST, A DISTANCE OF 49.48 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER; NORTH 87 DEGREES 17 MINUTES 19 SECONDS EAST, A DISTANCE OF 148.43 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER; SOUTH 80 DEGREES 16 MINUTES 30 SECONDS EAST, A DISTANCE OF 50.43 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER; G:\80B ALLEN\RMA21 \2156,64\bdy286ac,dac PAGE 10 OF 15 July 12, 2000 NORTH 88 DEGREES 02 MINUTES 19 SECONDS EAST, PASSING AT A DISTANCE OF 111.80 FEET THE WESTERl'\I RIGHT-OF-WAY LINE OF CARDINAL LANE (A VARIABLE \V1DTH RIGHT-OF-WAY) AS RECORDED IN PART IN VOLUME 11576, PAGE 1139, DEED RECORDS, TARRA.NT COUNTY, TEXAS, CONTINUIì-JG OVER AND ACROSS AFORESAID 57,2ïl ACRE TRACT AND OVER AND ACROSS AFORESAID CARDINAL LANE A TOTAL DISTANCE OF 116.68 FEET TO A CONCRETE MONUMENT FOUND FOR CORl"fER BEING ON THE EAST PROPERTY LINE OF AFORESAID 57.271 ACRE TRACT AND BEING IN THE EXISTING RlGHT-OF-\V A Y OF CARDINAL LANE; THENCE, NORTH 84 DEGREES 45 MINUTES 32 SECONDS EAST, OVER AND ACROSS AFORESAID CARDINAL LANE, PASSING AT A DISTANCE OF 47,36 FEET THE WEST PROPERTY LINE OF AFORESAID 6.449 ACRE TRcô"CT AND THE WEST LfNE OF AFORESAID MID CITIES BOULEVARD AS RECORDED BY DEED TO STATE OF TEXAS fN VOLUME 11395, PAGE 603, DEED RECORDS, TARR.A.NT COUNTY, TEXAS, CONTINUfNG OVER AND ACROSS AFORESAID 6.449 ACRE TRACT AND OVER AND ACROSS MID CITIES BOULEVARD A TOTAL DISTANCE OF 86.72 FEET TO A CONCRETE MONUMENT FOUND FOR CORJ'\IER BEING ON SAID SOUTHERJ'\I RIGHT- OF-WAY LINE OF MID CITIES BOULEVARD; THENCE, NORTH 89 DEGREES 55 MINUTES 40 SECONDS EAST, OVER AND ACROSS AFORESAID 6.449 ACRE TRACT AND ALONG SAID SOUTHERN RIGHT-OF-\VA Y LINE OF MID CITIES BOULEY ARD, PASSING AT A DISTANCE OF 344.21 FEET AN EAST PROPERTY LINE OF AFORESAID 6.449 ACRE TRACT AND A WEST PROPERTY LINE OF AFORESAID 18.709 ACRE TRACT III TRACT, OVER AND ACROSS AFORESAID 18.709 ACRE TRACT III TRACT AND CONTINUING ALONG SAID SOUTHERN RIGHT- OF-WA Y LINE OF MID CITIES BOULEVARD, A TOTAL DISTANCE OF 757.03 FEET TO A POINT FOR CORNER BEING ON AN INTERIOR EAST PROPERTY LINE OF AFORESAID 18,709 ACRE TRACT III TRACT, BEING ON THE WEST PROPERTY LINE OF A TRACT OF LAND CONVEYED TO BOBBY OSBORN BY DEED AS RECORDED IN VOLUME 4860, PAGE 554, DEED RECORDS, TARRANT COUNTY, TEXAS, BEING THE SOUTHWEST PROPERTY CORNER OF A TRACT OF LAND CONVEYED TO STATE OF TEXAS BY DEED AS RECORDED IN VOLUME 11395, PAGE 624, DEED RECORDS, TARRANT COUNTY, TEXAS AND BEING ON SAID SOUTHERN RIGHT OF WAY LINE OF MID CITIES BOULEVARD; THENCE, SOUTH 00 DEGREES 09 MINUTES 23 SECONDS EAST, ALONG AFORESAID INTERIOR EAST PROPERTY LINE OF 18.709 ACRE TRACT III TRACT AND ALONG SAID WEST PROPERTY LINE OF OSBORN TRACT A DISTANCE OF 369.33 FEET TO A 5/8" IRON ROD FOUND FOR CORNER BEING AN EXTERIOR SOUTHEAST PROPERTY G:\BOB ALLENIRMA21\2156,64\bdy286ac,doc PAGE 11 OF 15 July 12, 2000 CORNER OF AFORESAID 18.709 ACRE TRA,CT III TRACT, BEING THE SOUTHWEST PROPERTY CORNER OF SAID OSBORN TRi'\CT AND BEING ON THE NORTHERl"I RIGHT-OF-WA Y LINE OF AFORESAID CARDINAL LANE; THENCE, SOUTH 89 DEGREES 47 MmUTES 37 SECONDS WEST, ALONG A SOUTH PROPERTY LINE OF AFORESAID 18.709 ACRE TRACT III TRA.CT AND ALONG AFORESAID NORTHERJ.'\I RlGHT-OF-\VA Y LINE OF CARDINAL LANE A DISTANCE OF 83.12 FEET TO A POINT FOR CORNER; THENCE, DEPARTING AFORESAID SOUTH PROPERTY LINE OF 18.709 ACRE TRA,CT III TRACT AND AFORESAID SOUTHERN RIGHT-OF-WAY LINE OF CARDINAL LANE, SOUTH 00 DEGREES 12 MINUTES 23 SECONDS EAST, OVER AND ACROSS AFORESAID CARDINAL LANE A DISTANCE OF 47.81 FEET TO A POINT FOR COfu~ER BEING ON A NORTH PROPERTY LINE OF AFORESAID 128,875 ACRE TRACT, BEING THE NORTHWEST CORNER OF TOWN CENTER ADDITION AS RECORDED IN CABINET A, SLIDE 4843, PLAT RECORDS, TARRANT COUNTY, TEXAS AND BEING ON THE SOUTHERN RIGHT-OF-WAY LINE OF AFORESAID CARDINAL LANE; THENCE, OVER AND ACROSS AFORESAID 128.875 ACRE TRACT THE FOLLOWING COURSES AND DISTANCES: DEPARTING AFORESAID SOUTHERN RIGHT-OF-WAY LINE OF CARDINAL LANE, SOUTH 00 DEGREES 03 MINUTES 48 SECONDS EAST, ALONG A WEST LINE OF SAID TOWN CENTER ADDITION A DISTANCE OF 266.43 FEET TO A POINT FOR CORNER BEING AN INTERIOR WEST CORNER OF SAID TO\VN CENTER ADDITION; SOUTH 89 DEGREES 56 MINUTES 13 SECONDS WEST, ALONG A NORTH LINE OF SAID TOWN CENTER ADDITION A DISTANCE OF 15.00 FEET TO A POINT FOR CORNER BEING AN EXTERIOR WEST CORNER OF SAID TOWN CENTER ADDITION; SOUTH 00 DEGREES 03 MINUTES 47 SECONDS EAST, ALONG A WEST LINE OF SAID TOWN CENTER ADDITION A DISTANCE OF 107.15 FEET TO A3/8" IRON ROD FOUND FOR CORNER BEING THE SOUTHWEST CORNER OF SAID TO\VN CENTER ADDITION; NORTH 89 DEGREES 56 MINUTES 13 SECONDS EAST, ALONG THE SOUTH LINE OF SAID TOWN CENTER ADDITION A DISTANCE OF 733.09 FEET TO A POINT FOR CORNER BEING ON AN EAST PROPERTY LINE OF AFORESAID G:\808 ALLE~J\RMA21\2156,64\bdy286ac,doc PAGE 12 OF 15 July 12, 2000 128.875 ACRE TRACT, BEING THE SOUTHEAST CORl'\[ER OF SAID TOWN CENTER ADDITION AND BEING ON SAID WESTERt"I RlGHT -OF - WAY LINE OF CARDINAL LANE; THENCE, ALONG AFORESAID EAST PROPERTY LINE OF 128.875 ACRE TR.'-\CT AND ALONG SAlD WESTERN RlGHT-OF-WA Y LINE OF CARDINAL LANE THE FOLLOWING COURSES AND DISTANCES: SOUTH 00 DEGREES 06 MINUTES 09 SECONDS WEST, A DISTANCE OF 997.91 FEET TO A 1/2" IRON ROD FOUND FOR CORNER; SOUTH 01 DEGREES 15 MINUTES 04 SECONDS EAST, A DISTANCE OF 370.94 FEET TO A 5/8" IRON ROD FOUND FOR CORNER BEING THE NORTHWEST PROPERTY CORNER OF AFORESAID 18.709 ACRE TRA.CT I TRACT; THENCE, ALONG THE NORTH PROPERTY LINE OF AFORESAID 18.709 ACRE TR.A.CT I TR.A.CT AND ALONG AFORESAID SOUTHERN RIGHT-OF- WAY LINE OF CARDINAL LANE THE FOLLOWING COURSES AND DISTANCES: DEPARTING AFORESAID EAST PROPERTY LINE OF 128.875 ACRE TRACT, NORTH 89 DEGREES 50 MINUTES 36 SECONDS EAST, A DISTANCE OF 666,24 FEET TO A POINT FOR CORt"IER AND THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTR.A.L ANGLE OF 03 DEGREES 22 MINUTES 40 SECONDS, A RADIUS OF 180.00 FEET AND A LONG CHORD THAT BEARS SOUTH 83 DEGREES 12 MINUTES 09 SECONDS EAST A DIST AL"ICE OF 10,61 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 10.61 FEET TO A POINT FOR CORNER; THENCE, DEPARTING AFORESAID NORTH PROPERTY LINE OF 18,709 ACRE TI0-\CT I TRACT AND AFORESAID SOUTHERN RlGHT-OF-WA Y LINE OF CARDINAL LANE, NORTH 88 DEGREES 50 MINUTES 50 SECONDS EAST, OVER AND ACROSS AFORESAID CARDINAL LANE A DISTANCE OF 158.88 FEET TO A POINT FOR CORNER; THENCE, NORTH 50 DEGREES 23 MINUTES 31 SECONDS EAST, OVER AND ACROSS AFORESAID CARDINAL LANE A DISTANCE OF 48.24 FEET TO A POINT FOR CORNER BEING THE NORTHWEST PROPERTY CORt"IER OF AFORESAID 6.866 ACRE TR.A.CT, BEING A SOUTH PROPERTY CORNER OF A TRACT OF LAND CONVEYED TO G:\80B ALLEN\RMA21 \2156,64\bdy286ac,doc PAGE 13 OF 15 July 12, 2000 CARDINAL LANE INVESTORS, INC. BY DEED AS RECORDED IN VOLUtvŒ 13391, PAGE 317, DEED RECORDS, TARRANT COUNTY, TEXAS; THENCE, SOUTH 88 DEGREES 54 MINUTES 21 SECONDS EAST, ALONG THE NORTH PROPERTY LINE OF AFORESAID 6.866 ACRE TRA.CT AND ALONG A SOUTH PROPERTY LINE OF SAID CARDINAL LANE mVESTORS TRACT A DISTANCE OF 185.31 FEET TO A POINT FOR CORi"IER BEING THE MOST NORTHERN NORTHEAST PROPERTY CORNER OF AFORESAID 6.866 ACRE TP...ð...CT, BEING ON A SOUTH PROPERTY LINE OF SAID CARDINAL LANE INVESTORS TRACT AND BEING THE MOST WESTERN NORTHWEST CORNER OF LOT 3, BLOCK 1 OF THE NORTHEAST CROSSIN'G ADDITION AN UNRECORDED GRA.HAM ASSOCIATES PROPOSED PLAT; THENCE, SOUTH 01 DEGREES 05 MINUTES 39 SECONDS WEST, ALONG AN EAST PROPERTY LINE OF AFORESAID 6.866 ACRE TRA.CT AND ALONG A WEST LINE OF SAID PROPOSED NORTHEAST CROSSING ADDITION A DISTANCE OF 203.27 FEET TO A 1/2" IRON ROD WITH RED CAP FOUND FOR CORl\[ER BEING AN EAST PROPERTY CORNER OF AFORESAID 6.866 ACRE TRA.CT AND BEING A WEST CORNER OF SAID PROPOSED NORTHEAST CROSSING ADDITION; THENCE, SOUTH 44 DEGREES 52 MINUTES 23 SECONDS EAST, ALONG AN EAST PROPERTY LINE OF AFORESAID 6.866 ACRE TRA.CT AND ALONG A WEST LINE OF SAID PROPOSED NORTHEAST CROSSING ADDITION A DISTANCE OF 210.05 FEET TO A POINT FOR CORt'\TER BEING AN EAST PROPERTY CORNER OF AFORESAID 6,866 ACRE TRA.CT AND BEING A WEST CORNER OF SAID PROPOSED NORTHEAST CROSSING ADDITION; THENCE, SOUTH 4S DEGREES 25 MINUTES 55 SECONDS WEST, ALONG AN EAST PROPERTY LINE OF AFORESAID 6.866 ACRE TR.A.CT AND ALONG A WEST LINE OF SAID PROPOSED NORTHEAST CROSSING ADDITION A DISTANCE OF 207.00 FEET TO A POINT FOR CORNER BEING AN EAST PROPERTY CORNER OF AFORESAID 6.866 ACRE TRA.CT AND BEING A WEST CORNER OF SAID PROPOSED NORTHEAST CROSSING ADDITION; THENCE, SOUTH 44 DEGREES 52 MINUTES 23 SECONDS EAST, ALONG AN EAST PROPERTY LINE OF AFORESAID 6.866 ACRE TRACT AND ALONG A \VEST LINE OF SAID PROPOSED NORTHEAST CROSSING ADDITION, PASSING AT A DISTANCE OF 683.31 FEET THE SOUTHEAST PROPERTY CORNER OF AFORESAID 6.866 ACRE TRA.CT A SOUTH PROPERTY CORNER OF SAID PROPOSED NORTHEAST CROSSING , ADDITION AND IN THE NORTHERN RIGHT-OF-WAY LINE OF CARDINAL LANE, OVER AND ACROSS AFORESAID CARDINAL LANE, A TOTAL DISTANCE OF 724,08 G:\BOB ALLENIRMA2112156,641bdy286ac,doc PAGE 14 OF 15 July 12, 2000 n_ ..._... FEET TO A POINT FOR CORNER BEING IN AFORESAID CARDINAL LANE, BEING ON THE NORTH\VEST PROPERTY LINE OF A TRACT OF LAND CONVEYED TO MRS. ELLA O. CHERRY ET AL BY DEED AS RECORDED IN VOLUME 1117, PAGE 509, DEED RECORDS, TARRANT COUNTY, TEXAS AND BEING ON THE NORTHWESTERJ'J RlGHT-OF-WA Y LINE OF S.H. 26 (A V ARlABLE WIDTH RlGHT-OF-\V..\ Y); THENCE, SOUTH 44 DEGREES 35 tvlINUTES 29 SECONDS WEST, OVER AND ACROSS AFORESAID CARDINAL LANE, ALONG SAID NORTHWEST PROPERTY LINE OF CHERRY TRACT AND ALONG SAID NORTHWESTERJ.'\[ RlGHT-OF- WAY LINE OF S.H. 26, PASSING AT A DISTANCE OF 16.86 FEET THE NORTHEAST PROPERTY CORJ.'\[ER OF AFORESAID 38.44 ACRE TRA.CT, SAID SOUTHERN RlGHT-OF-WA Y LINE OF CARDINAL LANE AND THE SOUTHWEST PROPERTY CORJ.'\JER OF SAID CHERRY TRACT, ALONG THE EAST PROPERTY LINE OF AFORESAID 38.44 ACRE TRACT AND CONTINUING ALONG SAID NORTHWESTERl'\J RIGHT-OF-WAY LINE OF S.H. 26, A TOTAL DISTANCE OF 663.26 FEET TO AI" IRON ROD FOUND FOR COR,~ER BEING THE SOUTHEAST PROPERTY CORNER OF AFORESAID 38.44 ACRE TRACT AND BEING THE NORTHEAST PROPERTY CORNER OF SAID TEXAS ELECTRIC SERVICE CO. TRACT; THENCE, DEPARTING SAID NORTHWESTERN RIGHT-OF-WAY LINE OF S.H. 26, NORTH 87 DEGREES 33 MINUTES 20 SECONDS WEST, ALONG THE SOUTH PROPERTY LINE OF AFORESAID 38.44 ACRE TRACT AND ALONG THE NORTH PROPERTY LINE OF SAID TEXAS ELECTRIC SERVICE CO. TRACT A DISTANCE OF 3723.91 FEET TO THE POINT OF BEGINNING AND CONTAINING 286.357 ACRES OF LAND, MORE OR LESS. G:\80B ALLEN\RMA21 \2156,64\bdy286ac,doc PAGE 15 OF 15 July 12, 2000 1 ~ j~ ~ <~I iU J ..- == ~ 0.' II ~ !1) D ~ 1: U J ~~ 1,1 E ~ " ,..... :5& - ~ ~C'.) 0 D ~ ¡::.:¡ II1JI ~ - rJ'j - - "- ~ ~ ~ ~ j~ "'0 I' ,..... - ~ - - - ü .- ~ ~ - E- - - I ..- ~ ~ - ~ - F ~ 0 - Z >< I ~ e , ~l4 ~ff ~ I , "'- .;:+~ , ~:":;;'" "'~ / .~~ " ""'""" / ~ì ~ }~ /) ~ ~ - -/', . '- ' L . ~ . j ~ I ~ ¡ . r ~ Ç~~]f J; i ìl . r- --II . ; : : - - -\~ VI"'''' """\ I I I '0, C/Jj - - \ JI1! I t-\ ¿;, \\ '(, s. s).. ., - ........ í~ ,. ..... _ ~". \ ' d ~ ~- -- J C/Jl (Ii 1/ ~ - ., \( [_I :j \ \ ==J¡ ~7, ~ f I . ~~ g;~ -- 0\- t:I.J~ CZ) ... 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II U II "'û ,.... - C'j - ~ - u .- ~ ~ ......-.4 ~ ~ .....e o§ Zx ¡;;.¡ """"- ""'''''- ""- " """"-""- '" '" ~""- ""- ""- "'./ ~ "'" "'" "'" '" "'" "'" "'" "" "" '" "'" "- "" '" " "'" "'" "" "" " '" '"", '" "'''' "'''- '" '" ""- '" \ ~ ~ ~ ~ ~ ~ LY % ¡y;/1 I~ ~ ~ ~ê ~ ; ¡ ; I; j II ¡ ¡ I: ' i i . II: I :,! II :/il'!' 1¡:\ ¡ I _ _..._.. '4_'''' .k..__.. ... [ PERFORMING ARTS , I ,_---1 LIBRARY c::J ~ ! ~I -r-- -L-- L , - ~ ~. , ~J 'I i, >-- - -' ~ r- : I!§ ~I ~ , ~ I - - I r- , --1 t:: ¡ , --1 f- -'1 i -4 :.. ~ F - ~ ~ --I j -: I ---t ---1 ---I ~XHßIT 'F , ... /rf ---..,=, GS8S BA~ ____.Io.-.c"_____ ...-~.~ Exhibit G FORM OF DRAW REQUEST [Date] City of North Richland Hills Re: Draw Request for Developer Reimbursement Amount pursuant to North Richland Hills Town Center Comprehensive Development Agreement dated _,2000 (the "Agreement"), executed by and between The City of North Richland Hills, Texas (the "City") and Arcadia Holdings, Inc. (the "Developer") Dear Developer hereby requests reimbursement of certain Eligible Expenses in the amount of $ pursuant to the captioned Agreement. All capitalized terms used in this letter which are not defined herein shall have the meanings set forth in the Agreement. Pursuant to the Agreement, Developer is sending to the City with this letter copies of invoices, canceled checks and similar evidence that Developer has paid the Eligible Expenses for which reimbursement is being requested. Developer acknowledges that the City, in addition to any rights'Ìt may have under the Agreement, shall have the right to review the enclosed materials and to inspect the applicable work prior to making a determination as to whether payment of the Eligible Expenses requested herein should be made to Developer. Developer represents to the City as follows: (a) Developer has previously been reimbursed the amount of$ in Eligible Expenses; (b) none of the Eligible Expenses for which reimbursement is requested in this letter have been previously reimbursed to Developer; (c) all expenses for labor and materials which are the subject of this request have been paid in full; (d) there are no liens or security interests outstanding against the work for which reimbursement is being requested hereby; ( e) the work for which reimbursement is being requested hereby has been performed in a good and workmanlike manner and in accordance with the plans and specifications therefor and all applicable restrictive covenants, governmental laws, ordinances, rules and regulations; (í) Developer is not in default under the Agreement; (g) all Public Use Improvements completed as of the date hereof have been conveyed to the City free and clear of any liens or encumbrances; and (h) the amounts requested hereby have not previously been paid by the City to Developer. Comprehensive Development Agreement - Page 2 I 2 I 56,64 Developer acknowledges and agrees that the City shall have the right to require any and all documents and information which it may require under the Agreement as a condition to payment of the Eligible Expenses requested herein, Please contact the undersigned should you have any questions concerning this request. Sincerely, a By: Name: Title: Comprehensive Development Agreement - Page 22 2156.64 } H CITY OF NORTH RICHLAND HILLS TAX INCREMENT REINVESTMENT ZONE NO. 2 FINANCE PLAN - June 29, 2000 PREPARED BY THE CITY OF NORTH RICHLAND HILLS FINANCE DEPARTMENT CI~'Y OF (VO~ii'H RICHLAI~ID !-9~~.L.S TAX INCREMENT REINVESTiV1E~IT ZOiVE NO. 2 FINANCING OPTIONS FOR TAX INCREMENT SUPPORTED DEBT 2 TAX I~ICP,EMENT REINVESTMENT ZONE NO. 2 DEFINITION OF TERMS ¦ The City creates the Tax Increment Reinvestment Zone (TIRZ). . ¦ The Base Value is the value that is on the ground when the TIRZ is Created. ¦ The Captured Assessed Valuation is the real property which is added to the tax base after TIRZ is created. The Captured Assessed Valuation does not include personal property. ¦ The TIRZ has no taxing powers; however, participating overlapping political subdivisions' tax revenues generated on the Captured Assessed Valuation are diverted to the Tax Increment Fund. ¦ Tax increment revenues can only be used for the benefit of the property within the TIRZ, including paying for capital improvements and paying debt service on bonds issued for improvements. ¦ A TIRZ has a defined period of existence which may be related to the'term of debt. Once the TIRZ is abolished, the tax revenues are no longer diverted to the Tax Increment Fund. ¦ The City creates the TIRZ and is the issuer of debt and is therefore responsible for the payment of the Debt. Other participating political subdivisions allow their tax revenues to be diverted to the Tax Increment Fund and have representation on the TIRZ Board. 3 ~ i C1T~' O~ 1~OR~'~ f~1C~~A~l~ ~~~LS TAX iNCREi'11ENT REINVEST111fENT ZONE NO. Z riNANCiNG OPTIONS POR TAX 1~JCREt1~tENT SUPPOR T ED DEBT Combination Tax and TIRZ Revenue Certificates of Obligation ¦ Same rating as general obligation bonds; ¦ Requires a pledge of tax increment revenues and ad valorem property taxes; ¦ Are subject to vote if petitioned by 5% of the registered voters; ¦ Most cost effective debt option; ¦ Sold on a more timely basis. TIRZ Revenue Bonds ¦ ~ Supported solely by the revenues generated by the TIRZ zone; ¦ Cannot generally be marketed until improvements are on the ground; ¦ Generally, these are sold at a lower rating than certificates of obligation; ¦ They require the use of a Reserve Fund and restrictive additional issuance covenants; ¦ Higher borrowing costs. -'I 4 C1T'~ NORTH F~~C~LA~® y~LLS T,AX INCREMENT REINVESTMENT ZONE NO. 2 FLOW-OF-FUNDS Tax Increment Revenues • ~ City of North Richland Hills Ad Valorem Property Tax Revenues~'~ Interest Earnings on Tax Increment Fund Construction Fund c2~ Debt Service Fund Bond Holders (1) if necessary. (2) During construction period only. 5 iz CITY OF NORTH RICHLAND HILLS TAX INCREMENT REINVESTMENT ZONE NO. 2 FINANCE PLAN DETAIL DESCRIPTION AND COST OF PROJECTS s caT~ o~ No~~H ~~cH~AND Hl~ ~s TAX INCREMENT REINVESTMENT ZONE NO. 2 DESCRIPTION AND COST OF PROJECTS BACKGROUND Dallas-based Arcadia Realty Corporation and the pension trust fund of Raytheon Systems, Inc. began discussing development of a "Town Center" development on 330 acres immediately north of the NRHZO Family Water Park in June 1997. In November 1997, the North Richland Hills City Council authorized the joint funding of two consultant studies to determine 1) the market for such a Town Center development and 2) the need for proposed public facilities to be constructed within the project. Consultants delivered the resulting analysis in June 1998, which quantified the need for a mixed-use "traditional neighborhood development" (TND)"-and likewise illustrated market demand for a new library building and recreation center. Representatives of Arcadia Realty Corporation brought renowned city planner Andres Duany to Tarrant County College for an evening presentation in early September 1998. The event allowed the City to introduce representatives of Blue Line Ice Complex, who announced their plans to locate in the Town Center as its first anchor development. Six weeks later in mid-October, Arcadia and the City co-produced a weeklong design workshop-convening a team of architects, planners, engineers and specialists led by Duany/Plater-Zyberk, Inc. The week of public and private meetings with adjacent property owners, community leaders and interested citizens culminated in the presentation of a detailed site plan fora 280-acre Town Center development-and preliminary drawings featuring buildings with a "Texas Regional" architectural look. Discussions then turned to Town Center zoning. After several weeks of consideration- and joint talks with Arcadia officials-the North Richland Hills City Council became the first known local governing body in the United States (and possibly the world) to create and adopt a Town Center zoning classification (in January 1999). At the same time, Council approved an amended Thoroughfare Plan for the development. Representatives of Carter & Burgess immediately began preparing the preliminary site plan and civil engineering documents-and likewise started negotiating with the U.S. Corps of Engineers concerning the Town Center lakes development. Preparation of the F site plan included periodic meetings with the City Departments involved in North =i Richland Hills' Development Review Committee. r 7 BACKGROUND cont. !n!hilA Carter & Burgess formally submitted the preliminary plat for review in the Summer of 1999-and it was eventually approved by the Planning & Zoning Commission on August 26-City Council members continued discussions on the Library and Recreation Center at a Workshop on August 17. On August 23, Council unanimously passed Resolution 99-60 expressing intent to crate Reinvestment Zone Number 2. On September 13, 1999 City Council accepted the Preliminary Project Plan and Preliminary Financing Plan. On October 25, 1999 the North Ricniand Hills City Council approved Ordinance No. 2420 establishing Reinvestment~Zone Number 2, City of North Richland Hills. The Zone's Board of Directors adopted the Board Bylaws and approved the Preliminary Project and Financing Plan on November 1, 1999. DETAIL DESCJ~JP ~ JON AND COST OF PROJECTS Throughout the Town Center discussions, Arcadia Realty Corporation representatives and North Richland Hills City officials have discussed the idea of placing a library in the eastern-most portion of the project, and a recreation center as shown on the included Master Plan. There have likewise been informal discussions among Arcadia representatives, Tarrant County College (TCC) officials and City staff regarding a Conference Center to be operated by TCC's Northeast Campus. Located at the eastern edge of Town Center (at or near where "City Ha(I is shown on the Town Center plan), this facility will supplement the "Civic" facility recommended by consultants during the October 1998 Design Workshop. More recently, City and Arcadia Realty Corporation officials have also considered the infrastructure improvements necessary to facilitate the Town Center's commercial development. Library The North Richland Hills Library Board has been working with a consultant for several months to identify future needs-and have laid out plans fora 60,000 SF facility costing $9,675,331. The TIRZ will reimburse the City any debt service incurred for the project. Costs include: Site acquisition $200,000 Parking ~ 300,000 Construction of shell _ 4,500,000 Finish-out of 45,000 1,575,000 Furniture, Fixtures, Equipment 873,000 Fees (@ 10%) ~ 724,800 Information Technology 450,000 Owners, Contingency, Inflation 1,497,516 Cost of Debt Issuance ~ 95,795 Total Project Cost $10,216;111 8 DETAIL DESCRIPTION AND COST OF PROJECTS cont. Regional Recreation Center Likewise, the NRH Park Board-in association with the Park Facilities Development Corporation-has prepared plans fora 100,000 SF regional recreation center. The TIRZ will reimburse the City any debt service incurred for the project. This $21.9 million state-of-the-art r'acility is anticipated to include a number or essential elements: • Double Gymnasium Banquet/Meeting Room Space • Fitness Center Indoor Pool (natatorium)/Leisure • Weight Room Pool • Classrooms Rock Climbing Walls • Dance Rooms Instruction Kitchen • Aerobic Rooms Concession Area • Pre-school/Day Care Room Ceramic/Art Rooms with Kiin • Game Room Lockers and Showers . Indoor Running and Walking Track Administrative Offices Such a recreation facility is expected to cost: Land acquisition $0 Site improvements $715,673 (parking, utilities, etc.) Facility construction costs $16,000,000 Contingency, Fixtures & Furniture, Inflation $2,336,649 Soft costs $2,640,000 (design, materials testing, miscellaneous professional expenses) Cost of Debt Issuance X210,000 Total Project Cost $21,902,322 Conference Center For several years, Tarrant County College officials have been planning amulti-purpose facility designed to not only meet the needs of students in the fine arts, sciences and management-but likewise to use and make available to outside groups for short-term conferences and seminars. The Conference Center will include the following: • Auditorium Catering Service Area • Exhibit Hall Administrative Office • Training Rooms Utility/Storage Areas • Tiered Meeting Room Parking • Computer Demonstration Room Marquee • Planetarium LandscapinglGarden • Conference Rooms 9 t DETAIL DESCRtPT10N AND COST OF PROJECTS cont. In addition to hosting "Fine Arts Performances and concerts, Town hall meetings and conference general sessions", TCC officials also foresee this facility serving as an "InfoMart West"-with computer hardware and software vendors renting space for display and use of their products and as a workforce development, teaching and training faciiifi~. Tha participation agreement calls for the college to build and operate the Conference Center. The TIRZ will reimburse the College District debt service for the project. The plan estimates the start of the project in fiscal year 2005. The reimbursement is projected over twenty years beginning in fiscal year 2006. Such a facility is expected to cost: Site improvements $1,800,000 (parking, signage, landscaping) Facility construction costs 6,333,279 C;nnfijnnPn~y~ Fixtures & Furniture, Inflation Cost of Debt Issuance ~ 80.000 Total Project Cost $8,213,279 Infrastructure The Town Center's commercial infrastructure includes water, sanitary sewer, drainage, streets and public parking improvements-as well as internal spine roads and necessary traffic signals. These facilities will be located in rights of way, easements and other locations appropriate for their use. Such improvements will be scheduled in the phases or stages: Stage 1: $2,612,907 (September 2000 completion) Stage 2: 1,999,000 (September 2000 completion) Stage 3: 9,018,444 (March 2002 completion) Stage 4: 1,131,000 (September 2002 completion) Stage 5: 2,151,674 (March 2004 completion) Stage 6: 2,801,573 (September 2004 completion) Stage 7: 1,399,892 (March 2006 completion) Stage 8: 1,399,892 (March 2006 completion) Stage 9: 947,187 (March 2010 completion) Contingencies, Inflation 1,412,536 Total Project Cost:. $24,874,105 10 Proposed Tax Increment Re'snvestment Zone No. 2 Project Summary Library at Town Center Estimated Cost of Project Plan: i r= Expenses Design & Construction of Library $10,216,111 (Includes Cost of Issuance) Recreation Center at Town Center Estimated Cost of Project Pfan: Tl F Expenses: Design & Construction of Recreation Center 21,902,322 (Includes Cost of Issuance) TCC Northeast Conference Center Estimated Cost of Project Plan: TlF Expenses: Design & Construction of Center $ 8,213,279 . (fncludes Cost of Issuance) i, Town Center Infrastructure (excluding residentia{ development} , Estimated Cost of Project Pfan: TIF Expenses: Design & Construction of Infrastructure $24.874,105 GRAND TOTAL: PLAN COST $65 205,817 11 CITY OF NORTH RICFiLAND HILLS TAX INCREMENT REINVESTMENT ZONE NO. 2 SOURCES OF TAX INCREMENT FUND REVENUES iz CITY OF NORTH RICHLAND HILLS Tax Increment Reinvestment Zone No. 2 Sources of Funds Sources of Funds Amount Certificates of Obligation $ 43,034,248 Developer Contributions $ 22,171,569 Other Sources $ Total Sources of Funds $ 65,205,817 13 ~ 1 ~~~TH ~~~H~~~~ H~~~~ T~~ 1N~RE~IIE~T RE~N~E~TME~T ZOi~E N~. ~ FINANCE PLAN ~ECnn~nn~n(v ~~OCIRIi ITY CTI If1V~ PROJECTED TAX INCREMENT FUND CASH FLOWS 14 ~ ~T CITY OF NORTH RICHLAND HILLS Tax Increment Reinvestment Zone No. 2 Estimated Tax Revenues Participation 100% 100% 51 % 51 Total Ci~y T ota! Fiscal Captured NRH TCC TC Hospitai(Z) Tarrant Co.(2} Property Tax v.,- Valuation (1) $ 0.570(? C n ~nc~ ~ r` e n 7ac,o a...._-__~ 2001 $ 12,620,987 $ 71,940 $ 13,430 S 29,542 $ 33,425 $ 148,336 2002 $ 62,888,445 $ 358,464 $ 66,920 $ 147,203 $ 166,551 $ 739,138 2003 $ 93,808,805 $ 534,710 $ 99,822 $ 219,578 $ 248,439 $ 1,102,550 2004 $ 133,670,655 $ 761,923 $ 142,239 $ ~ 312,883 $ 354,008 $ 1,571,053 2005 $ 179,985,905 $ 1,025,920 $ 191,523 $ 421,293 $ 476,667 $ 2,115,403 2006 $ 216,384,090 $ 1,233,389 $ 230,254 $ 506,490 $ 573,063 $ 2,543,197 2007 $ 258,666,185 $ 1,474,397 $ 275,247 $ 605,460 $ 685,041 $ 3,040,145 2008 $ 301,934,275 $ 1,721,025 $ 321,288 $ 706,738 $ 799,631 $ 3,548,682 2009 $ 343,951,625 $ 1,960,524 $ 365,999 $ 805,088 $ 910,908 $ 4,042,518 2010 $ 371,342,145 $ 2,116,650 $ 395,145 $ 869,201 $ 983,448 $ 4,364,444 2011 $ 386,293,400 $ 2,201,872 $ 411,055 $ 904,197 $ 1,023,044 $ 4, 540,168 2012 $ 390,150,334 $ 2,223,891 $ 415,165 $ 913,239 $ 1,033,274 $ 4,585,570 2013 $ 394,057,897 $ 2,245,130 $ 419,317 $ 922,371 $ 1,043,607 $ 4,631,426 2014 $ 397,998,476 $ 2,268,59'1 $ 423,510 $ 931,595 $ 1,054,043 $ 4,677,740 2015 $ 401,978,461 $ 2,291,277 $ 427,745 $ 940,911 $ 1,064,584 $ 4,724,517 2016 $ 405,998,246 $ 2,314,190 $ 432,023 $ - $ - $ 2,746,213 2017 $ 410,058,228 $ 2,337,332 $ 436,343 $ - $ - $ 2,773,675 2018 $ 414,158,810 $ 2,360,705 $ 440,706 $ - $ $ 2,801,412 2019 $ 418,300,399 $ 2,384,312 $ 445,113 $ - $ - $ 2,829,426 2020 $ 422,483,403 $ 2,408,155 $ 449,565 $ - $ - $ 2,857,720 2021 $ 420,708,237 $ 2,432,237 $ 454,064 $ - $ - $ 2,886,297 2022 $ 430,975,319 $ 2,456,559 $ 458,601 $ - $ - } $ 2,915,160 2023 $ 435,285,072 $ 2,481,125 $ 463,187 $ - $ - $ 2,944,312 2024 $ 439,637,923 $ 2,505,936 $ 467,819 $ - $ - $ 2,973,750 2025 $ 444,034,302 $ 2,530,996 $ 472,497 $ - $ - $ 3,003,492 2026 $ 448,474,645 $ 2,556,305 $ 477,222 $ - $ - $ 3,033,527 2027 $ 452,959,392 $ 2,581,869 $ 481,994 $ - $ - $ 3,063,863 Totals S 51,84Q,426 S 9,677,789 S 9,235,788 $ 10,449,734 $ 81,203,738 (1) Source ZimmerrnanNolk Associates and The Crossing for Years 2002 through 2011. 2001 reflects preliminary Inc: ement values from TAD as of May 15, 2000. Assumes 1°a growth 2012 through 2027. The base value of real property within the Zone as of January 1, 19°9, was 540,363,058 as appraised by Tarrant Appraisal District. Project Description Estimated Cost Pct of Total Infrastructure Improvements S 24,874,105 38% Conference Center S 8,213,279 13°0 Library S 10,216,111 ~ 16% Recreation Center/Natatorium S 21,902.322 33% Total Project Cvsts S 65,205,817 100% (2) Tarrant County and the Hospital District will participate to the extent of infrastructure Improvements and the construction of the Conference Center. These two projects constitute approximately 51 % of the project plan. The plan calls for these entities participation to be 100% of ad valorem taxes generated until their proportion of these project costs is collected. It is anticipated that it wilt take approximately fifteen years. . 15. CITY OF NORTH RICHLAND HILLS Tax Increment Reinvestment Zone No. 2 i ax increment fund -Estimated Coverage Calculations Estimated Estimated Pledged Interest Estimated Estimated Estimated Property Developer/ Earnings on Total Projects Cert. tnterest Surplus Cumulative Fiscal Tax NRH Construe. Estimated Debt Prajetts Cover. Earnings on Certificate Surplus Year Rsvenues(1) Contri),ution(2) Funds(3) Revenues Service (4) Cash(4} Ratio Surplus(3) Coverage Coverage ? ~ S 4,058,026 S 4,654,026 S 1,000,000 4.60 S 3,658,025 S 3,652,425 2001 S 148,336 S 500,000 S 125,3: S 773,721 S 528,333 S 3,605,000 O.t9 S 164,011 S (3.195,007) S 463,019 2002 S 739,138 S 10,~6~,995 S 189,524 S 11,794,557 S 1,292,932 S 8,480,000 1.21 S 20,836 S 2,042,561 S 2.505,80 2003 S 1,102,550 S 600,000 S 34,976 S 1,737,526 S 2,337,982 S 900,000 0.5 S 112,751 S (1,387,706) S 1,117,875 2004 S 1,571,053 S 5,003,113 S 373 S 7,174,539 S 2,337,982 5 3,550,000 1.22 S 50,304 S 1,336,861 S 2,;.,735 2005 S 2,115,403 S - S 136,555 S 2,251,958 S 2,826,487 S - 0.80 S 110,463 S (404,060) S 1,990,670 2006 S 2,543,197 S 2,799,784 S 202,366 S 5,545,3-~7 S 3,751,922 S 2,799,784 0.85 S 89,580 S (916,779) 5 1,073,891 2007 S 3,040,145 S 2,198 S 3,042,33 S 3,751,922 S 200,000 0.7' S 49,325 S (861,25-:) S 212,537 2008 S 3,548,682 S - S 3,548,682 S 3,751,922 S - 0.95 S 9,So"9 5 (193,671) S 18,96 2009 S x,042,518 S - S - S 4,042,518 S 3,751,922 S 275,000 1.00 S 853 S 16,450 S 35,415 2010 S 4,364,444 S 947,187 S - S 5,311,631 S 3,751,922 S 1,361,785 1.04 S 1,594 S 199,517 S 234,932 2011 S 4,540,168 S - S - S 4,540,168 S 3,751,922 1.21 S 10,572 S 798,818 S 1,033,750 2012 S 4,585,570 S - S - S 4,585,570 S 3,751,922 1.22 S 46,519 S 880,167 S 1,913.917 2013 S 4,531,4?.B S - S - S 4,631,426 S 3,751,922 1.23 S 86,126 S 965 630 S 2.879.:17 2014 S 4,677,740 S - 5 - 5 4,077,740 S 3,751,922 1.25 S 129,500 S 1,05:.,397 S 3,934,9 . 2015 S 4,724,517 S - S - S 4,724,517 S 3,751,922 i.26 S 177,072 S 1,149,663 S 5,084,612 2016 S 2,746,213 S - S - S 2,746,213 S 3,751,922 0.73 S 228,808 S (776,902) S 4,307,710 2017 5 2,773,675 S - S - S 2,773,675 S 3,751,922 0.74 S 193,847 S (784,400) S 3,523,310 2018 S 2,801,412 S - S - S 2,801,412 S 3,751,922 0.75 S 158,549 S (791,961) S 2,731,349 2019 S 2,829,426 S - S - S 2,829,426 S 3,751,922 0.75 S 122,911 S (799,586) S 1,931,763 2020 S 2,857,720 S - S - S 2,857,720 S 3,751,922 ~ 0.76 S 86,929 S (807,273) S 1,124,491 2021 S 2,886,297 S - S 2,886,297 S 3,223,584 0.90 S 50,602 S (286,684) S 837,806 2022 S 2,915,160 S - S 2,915,160 S 2,458,990 1.19 S 37,701 S 4x3,871 S 1,331,678 2023 S 2,944,312 S - S 2,x4-1,312 S 1,413,940 2.08 S 59,925 S 1,5x0,298 5 2,921,975 2024 S 2,973,755 S - S 2,973,755 S 1,413,940 2. t 0 S 131,489 S 1,591,304 S 4,613,279 2025 S 3,003,492 S - S 3,003,492 S 925,435 3.25 S 207,598 S 2,285,655 S 6,898,935 2026 S 3,033,527 S - S 3,033,527 S - NA S 310,452 S 3,343,979 S 10,242,914 2027 S 3,063,863 S - S 3,063,863 S - NA S 460.931 S 3,524,794 S 13,767,708 Totals 581,203,738 S 25,974,105 S 691,376 S 107,869,219 $75,038,439 522,171,569 S 3,108,498 S 13,767,708 (1 }Source ZimmermanNolk Associates and The Crossing for Years 2001 through 2011. Assumes 1 °'a growth 2012 through 2027. The base value for real property in the Zone was 540,363,058 on January 1, 1999, as appraised by Tarrant Appraisal District. (2) The City of North Richland Hills anticipates making a contribution from Parks Development safes tax of 5500,000 in 1=Y 2001 and 5600,000 in FY2003. Developer contributions are based on anticipated completion of eligible infrastructure improvements. (3) Assumed 18 months straight-line construction of faciiities. Interest earned on ail cash balances assumed at 4.5°'0. (4) Sae Project Funding Worksheet page 17. 16 CITY OF NORTH RICNLAND HILLS Tax Increment Reinvestment Zone No. 2 Assumptions: Project Funding Worksheet FY_2444 EY2441 F~L2442 FY1444 EY~44g F~ 2445 244~2Q1Q I~tsl;: Level Qebt Payments Project Costs Paid for through Debt Issuance Ins. Rase 6.00% $ 6,000,000 $ 8,682,995 $ 11,867,969 $ - $ 5,547,637 $ 10,509,56fi $ - $ 42,G08,166 Issuance Including Costs of Issue @ 1% MalUflty yrS 20 3 6,060,000 3 6,769,825 3 11,986,649 S S 5,603,113 3 10,614,6G2 S $ 43,034,248 Issuance $ as of COnSI 1.00% Certl(icate Certificate Certificate Certiflcale Certlflcale Certificate Certl(lcale FISCaI Debt Debt Debt Deb! Debt Debt Debt Year Protect Description Issue Issue Issue Issue Issue Issue Issue Infrastructure 34.6 Mil C.O.s 2000 IJeslgn Rec Censer 31.4 mil C.O.s $ 6,060,000 S 6,060,000 2000 Design Library Cash $ 1,000,000 3 1,000,000 Construct Rec Center (no 2001 natatorium) 56.6 mil C.O.s $ 8,769,825 S 8,769,825 2001 Rec Center Construction Cash $ 3,605,000 Infrastructure 310.76 mil C.O.s S 3,605,000 2002 Rec Censer S 1.110 mil C.Os $ 11,986,649 2002 Library Construction Cash S 11,966,649 . $ 8,480,000 5 6,4ao,00o 2003 No Debt Issuance $ _ $ - 2003 Finish Library 8 Rec Center Cash $ 900,000 S 900,000 2004 Infrastructure S5.55 mil C.O.s $ 5,603,113 S 5,603,113 2004 Begin Natatorium Cash $ 3,550,000 S 3,550,000 TCC Conference Censer 58.2 mil (3715,000 debt service annually nLl 6% Reimbursed to TCC) and 2005 Natatorium 52.3 mil C.O.s $ 10,614,Gi;2 S 10,614,662 2005 TCC Conlribulion to TIF - $ _ - S Infrastructure 8 Finish Facilities 200fi-2010 Cash 2006 through 2010 `i; ~I,636,569 5 4,636,569 Totals ~ S 7,060,000 S 12,374,825 S 20,466,649 S 900,000 ~ 9,153,113 S 10,614,GG2 a. 4,G36,569 S 65,205,817 17