HomeMy WebLinkAboutContract 32897 CITY SECRETARY
CONTRACT NO.
DEVELOPMENT AGREEMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This Development Agreement (this "Agreement") is entered into by the City of Fort
Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton and Wise Counties,
Texas (the "City"), acting by and through its duly authorized Assistant City Manager, and
Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP, Arizona
limited liability limited partnerships (individually and collectively, "Owner").
RECITALS
A. Owner has represented to the City that Owner is the owner of approximately
431.303 acres in Denton County, Texas, as shown on Exhibit A and described in Exhibit B
attached to this Agreement (the "Development"). The Development lies entirely within the
City's extraterritorial jurisdiction ("ETJ"). Owner intends the Development to be the first phase
of the master-planned community known as "Tradition," depicted for informational purposes
only on the attached Exhibit A.
B. The Texas legislature approved the creation of City of Fort Worth Municipal
Utility District No. 1 of Denton County containing the Development by Act of May 25, 2005,
79th Legislature, Regular Session, Chapter 1330, Special District Local Laws Code, Chapter
8129, effective September 1, 2005 (the "District" and the "District Legislation"); provided,
however, the District Legislation provides that the election to confirm creation of the District
may not be held unless the City adopts a resolution after September 1, 2005, consenting to the
creation of the District.
C. Owner has submitted to the City a petition requesting the City's consent to the
creation of the District.
D. On December 13, 2005, the City Council of the City adopted Resolution No.
3299-12-2005 consenting to the creation of the District(the "Consent Resolution").
E. On December 13, 2005, the City Council of the City approved that certain
"Agreement Concerning Creation and Operation of City of Fort Worth Municipal Utility District
No. 1 of Denton County" by and among the City, the District, and Owner (City Secretary
Contract No. 32896, M & C C-21197) (the "Consent Agreement").
F. The Development is located in an area for which Aqua Utilities, Inc., formerly
known as AquaSource Utility, Inc. a Texas corporation ("Aqua Utilities"), holds Certificate of
Convenience and Necessity ("CCN") No. 11157 issued by the Texas Commission on
Environmental Quality(the"TCE ") to provide retail water service.
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G. The Development is located in an area for which the TCEQ has not issued a CCN
for retail sewer service.
H. Retail water service to the Development will be provided by Aqua Utilities
pursuant to: (i) that certain " Agreement for Sale of Treated Water " between Aqua Utilities and
the City executed to be effective December 21, 2005 (City Secretary Contract No. 32902),
pursuant to which agreement the City will provide treated water to Aqua Utilities; (ii)that certain
lease and/or operating agreement between Aqua Utilities, Owner, and the District pursuant to
which agreement: (A) Owner will construct or cause to be constructed (on behalf of or in the
name of the District) water infrastructure improvements to serve the Development; (B) the
District will lease the water infrastructure improvements to Aqua Utilities and/or enter into an
operating agreement with Aqua Utilities; and (C) Aqua Utilities will operate and maintain the
water infrastructure improvements and provide retail water service to the Development; and (iii)
that certain"Superseding Agreement Regarding Water and Wastewater Utility Service"between
Aqua Utilities, Owner, the District and the City executed to be effective December 21, 2005
(City Secretary Contract No. 32899 ), pursuant to which agreement: (A) Aqua Utilities has the
right to provide retail water service to the Development until the City exercises its right to
become the retail water provider in accordance with such agreement; (B) upon becoming the
retail provider, the City has an option to purchase (for a nominal amount) the water
infrastructure improvements serving the Development and to become the retail provider of water
service to the Development; and (C) Aqua Utilities will cooperate with the City's efforts to
obtain the CCN and any other regulatory approvals required to provide retail water service to the
Development.'
I. Retail wastewater service to the Development will be provided by Aqua Utilities
pursuant to: (i) that certain "Wholesale Wastewater Service Agreement" between Aqua Utilities
and the City executed to be effective December 21, 2005 (City Secretary Contract No. 32903)
pursuant to which agreement the City will provide wastewater treatment service to Aqua
Utilities; (ii) that certain lease and/or or operating agreement between Aqua Utilities, Owner,
and the District pursuant to which agreement (A) Owner will construct or cause to be
constructed (on behalf of or in the name of the District) wastewater infrastructure improvements
to serve the Development; (B) the District will lease the wastewater infrastructure improvements
to Aqua Utilities and/or enter into an operating agreement with Aqua Utilities; and (C) Aqua
Utilities will operate and maintain the wastewater infrastructure improvements and provide retail
wastewater service to Development; and (iii) that certain "Superseding Agreement Regarding
Water and Wastewater Utility Service"between Aqua Utilities, Owner, the District and the City
executed to be effective December 21, 2005 (City Secretary Contract No. 32899) pursuant to
which agreement: (A) Aqua Utilities has the right to provide retail wastewater service to the
Development until the City exercises its right to become the retail wastewater provider in
accordance with such agreement; (B) upon becoming the retail provider, the City has an option
to purchase (for a nominal amount) the wastewater infrastructure improvements serving the
Development and to become the retail provider of wastewater service to the Development; and
(C) Aqua Utilities will cooperate with the City's efforts to obtain the CCN and/or any other
regulatory approvals required to provide retail wastewater service to the Development.
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J. The Development is located in a rapidly growing area of the City's ETJ, and
development of the Development will impact the future character of the City.
K. The purposes of this Agreement include encouraging innovative and
comprehensive master-planning of the Development, providing a level of certainty of regulatory
requirements throughout the term of this Agreement, and providing assurances that the
Development will remain in the City's ETJ for the term of this Agreement, except for any
commercial property annexed for limited purposes for the collection of sales and use tax.
L. The Parties have the authority to enter into this Agreement pursuant to Section
212.172 of the Local Government Code.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties agree as follows:
ARTICLE I
DEFINITIONS
"Agreement" means this Development Agreement between the City and Owner.
"Aqua Utilities" means Aqua Utilities, Inc., formerly known as AquaSource Utility, Inc, a Texas
corporation.
"Assignee" means a successor to Owner as defined in Sections 9.02(b) and 9.03 of this
Agreement.
"Builder" means a person or entity that constructs, alters, or repairs improvements (other than
Infrastructure), specifically including without limitation Structures, within any part of the
Development.
"Building Codes" means the following City codes in effect on the Effective Date, including any
amendments thereto that are in effect on the Effective Date, except as modified by Section 2.14:
(i) 2003 International Building Code, Ordinance Nos. 15948 and 16162 Sections 7-46
through 7-49 of the City Code;
(ii) 2003 International Residential Code, Ordinance No. 15949, Sections 7-61 through 7-
64 of the City Code;
(iii) 2002 National Electrical Code, Ordinance Nos. 15994, 16028 and 16165; Sections
11-1 through 11-4 of the City Code;
(iv) 2003 International Plumbing Code and 2003 International Fuel Gas Code, Ordinance
Nos. 15951 and 16164, Sections 26-1 through 26-4 of the City Code;
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(v) 2003 International Mechanical Code, Ordinance Nos. 15950 and 16163, Sections 7-
166 through 7-169 of the City Code; and
(vi) The following chapters/sections of the 2003 International Fire Code, (Ordinance
Nos. 16027 and 16252, Sections 13-1 and 13-2 of the City Code, and excluding all
other chapters and sections:
Chapter 1 (Administration), excluding Sections 104.10 (Fire Investigations), 104.10.1
(Assistance from Other Agencies), and 104.11 (Authority at Fires and Other
Emergencies), Section 105.1.2, Item#1 (Operational Permits), and all sections related
to Item #1, and Section 105.6 (Required Operational Permits);
a. Chapter 2 (Definitions);
b. Chapter 5 (Fire Service Features), excluding Section 506 (Key Boxes) and
Section 509 (Fire Command Center);
C. Chapter 6 (Building Services and Systems);
d. Chapter 7 (Fire Resistance Rated Construction);
e. Chapter 8 (Interior Finish, Decorative Materials and Furnishings), Section 806
only;
f. Chapter 9 (Fire Protection System);
g. Chapter 22 (Service Stations and Repair Garages), excluding Section 2205
(Operational Requirements);
h. Chapter 23 (High-Piled Combustible Storage), excluding Section 2305
(Housekeeping and Maintenance);
i. Chapter 45 (Referenced Standards); and
j. Appendix I (Installation of Fire Service Features, Fire Protection Systems and
Tanks).
(vii) 2003 International Energy Conservation Code (Ordinance No. 15952), Sections 7-41
through 7-44 of the City Code
(viii) The following sections of the Environmental Protection and Compliance Code
(Ordinance No. 12274):
(a) Article I, Divisions 1-3 (Administration and Enforcement), Sections 12.57-100
through 12.5-123 of the City Code;
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(b) Article II (Air Quality), Sections 12.5-200 through 12.5-211 of the City Code;
and
(c) Article III (Stormwater Protection), Sections 12.5-300 through 12.5-321 of the
City Code.
(ix) The following sections of the City Code relating to the review of construction plans
for food establishments, day care centers, and public swimming pools:
(a) Sections 16-114(a), (b), and (c) and Section 16-115 (Food Establishments),
Ordinance No. 12553;
(b) Sections 16-421, 16-428, and 16-437 (Day Care Centers), Ordinance No.
11209; and
(c) Sections 16-456, 16-458, 16-460(b)(1) and (f)(3), and 16-462(a), (b), (c), and
(d) (Public Swimming Pools), Ordinance No. 12156.
(x) The Sign Code, as hereinafter defined.
"Building Permit" means a written certification issued pursuant to Section 2.16 of this
Agreement that plans and specifications for the construction of a Structure are in substantial
compliance with the Building Codes and with the applicable provisions of Article II of this
Agreement and requiring that the Structure be constructed in compliance with such regulations.
"CCN" means a certificate of convenience and necessity or similar permit issued by the TCEQ
authorizing a specified entity to be the retail water or sewer provider in a specified area.
"Certificate of Substantial Completion" means a written certification issued pursuant to Section
2.17 of this Agreement that a Structure has been constructed in substantial compliance with the
Building Codes and with the applicable provisions of Article II of this Agreement.
"Certified Inspector" means an independent, certified, and state-licensed inspector who has been
approved by the Development Director, the District, and Owner and who has agreed in writing to
be bound by Sections 2.16, 2.17, 2.19 and 2.20 and applicable definitions in Article I of this
Agreement.
"CFA Policy"means the City's "Policy for the Installation of Community Facilities" as amended
March 20, 2001 (M & G-13181) and in effect on the Effective Date, including any amendments
thereto that are in effect on the Effective Date.
"Cily"means the City of Fort Worth, Texas, a home-rule municipality located in Tarrant, Denton
and Wise Counties, Texas.
"Cily Code"means the Code of the City.
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"City Council" means the City Council of the City.
"City Facility" means a facility reasonably related to the provision of a municipal service by the
City.
"CityManager" means the City Manager of the City.
"City Review Fees" means: (i) the fees and charges applicable to the City's preliminary and final
plat review and approval process according to the fee schedule adopted by the City Council and
in effect on the date of submittal of each plat application; and (ii) fees and charges applicable to
the review and approval of plans relating to the construction of Infrastructure according to the
fee schedule adopted by the City Council and in effect on the date of submittal of such plans.
"Cluster" means one-family homes on lots clustered around a common access road or cul-de-sac.
"Commercial Tracts" means Tracts 1 and 14 shown on the Development Plan.
"Community Facilities Tracts" means Tracts 4 and 7 shown on the Development Plan.
"Consent Agreement" means the Agreement Concerning Creation and Operation of City of Fort
Worth Municipal Utility District No. 1 of Denton County by and among the City, the District and
Owner, which was approved by the City Council on December 13, 2005 (City Secretary
Contract No. 32896, M & C - 21197) and executed as of December 21, 2005.
"Consent Resolution" means Resolution No. 3299-12-2005approved by the City Council on
December 13, 2005, consenting to the creation of the District.
"Contractor" means a person or entity that constructs, alters, or repairs Infrastructure required to
serve the Development, whether located within or outside the Development.
"County" means Denton County, Texas.
"County Review Fees" means fees and charges applicable to the review and approval of plans
relating to the construction of detention and flood control structures and connections to County
Roads according to the fee schedule adopted by the Commissioners Court and in effect on the
date of submittal of such plans.
"County Road" means any road located within the County but not within the District or a
municipality.
"Development" means that certain 431.303-acre tract located in Denton County, Texas as
depicted in Exhibit A and described in Exhibit B.
"Development Director"means the Director of the City's Development Department.
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"Development Permit" means to apply and be granted a development permit for every buildable
lot within the District in accordance with the Regulations for Floodplain Management in Denton
County.
"Development Plan" means Exhibit C attached to this Agreement identifying various tracts
within the Development , including a description of the uses permitted within each tract, which
tracts are described in Exhibit D.
"District" means City of Fort Worth Municipal Utility District No. 1 of Denton County, to be
renamed in accordance with Article X of the Consent Agreement, created over the Development
by the District Legislation.
"District Confirmation Date" means the date on which the Board of Directors of the District
canvasses the results of the election held within the District confirming the creation of the
District.
"District Legislation" means Act of May 25, 2005, 79th Legislature, Regular Session, Chapter
1330, Special District Local Laws Code, Chapter 8129, effective September 1, 2005 creating the
District.
"Effective Date"means the date this Agreement is fully executed by the City and Owner.
"ETJ" means the extraterritorial jurisdiction of a city as defined by the Local Government Code,
as amended, with the City's ETJ being an unincorporated area presently extending five miles
from the City's corporate limits, excluding other incorporated municipalities and their respective
ETJs.
"Gas Drilling Ordinance" means the City's "Gas Drilling Ordinance," Ordinance No. 14880, in
effect on the Effective Date, including any amendments in effect on the Effective Date.
"Governing Regulations" means the following (and only the following) that are in effect on the
Effective Date, including any amendments thereto that are in effect on the Effective Date, except
as modified by Section 2.14:
(i) Subdivision Regulations;
(ii) CFA Policy;
(iii) All City fire protection requirements for water line sizing, number of connections,
minimum water pressure, and number of fire hydrants;
(iv) All City standards for design, location, construction, operation and maintenance
of water and wastewater infrastructure and expressly including, without
limitation, the Policy and Procedure for Processing Water and Wastewater
Projects for Design and Construction (1999) and General Contract Documents
and Specifications for Water Department Projects;
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(v) Utility location standards;
(vi) Transportation & Public Works Department, 2005 Pavement Design Standards
Manual;
(vii) Public Works Department Storm Drainage Criteria and Design Manual;
(viii) City's Standard Specifications for Street and Storm Drain Construction;
(ix) Transportation and Public Works Department Traffic Engineering Design
Standards and Policy Guidelines;
(x) Roadway Standards and Master Thoroughfare Plan approved by the City Council
on February 19, 2002;
(xi) Denton County standards for the construction of drainage and stormwater
improvements contained in Denton County Subdivision Rules and Regulations
(September, 2003), Section VIII, IX and XI.
(xii) Denton County Regulations for Floodplain Management;
(xiii) Gas Drilling Ordinance;
(xiv) Building Codes; and
(xv) Special Regulations.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Development, whether located within or
outside the Development.
"Infrastructure Inspection Fees" means the fees applicable to the inspection and testing of
Infrastructure according to the fee schedule adopted by the City Council and in effect on the date
of the inspection.
"Infrastructure Infection Fees — Denton County" means the fees applicable to the inspection
and testing of all detention and flood control structures and connections to County Roads
according to the fee schedule adopted by the Commissioners Court and in effect on the date of
the inspections.
"Kiosk" means a freestanding presentation station in a public place for displaying static or
interactive information on products, events, directions or locations
"Large Retail Store" means a store for the retail sale of merchandise with a footprint exceeding
50,000 square feet, including without limitation a general merchandise store, home improvement
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store, antique shop, appliance sales or supply store, new or used clothing store, new or used
furniture store, greenhouse or plant nursery, grocery store, or facility for general retail sales. A
large retail store that sells to members only or that also offers merchandise at wholesale is not
excluded from this definition.
"Lender" means a person or entity that receives a collateral assignment, pledge, security interest,
lien, or other encumbrance of or in all or any part of the Development or in any Owner's or
Assignee's rights under this Agreement to secure repayment of a debt or performance of an
obligation by such Owner or Assignee.
"Local Government Code"means the Texas Local Government Code, as amended.
"Lot Owner" means any "end-buyer of a fully developed and improved lot" within the
Development as such phrase is used in Section 212.172(f) of the Local Government Code. A
Lot Owner is neither an Owner nor a Parry and is bound by this Agreement in accordance with
Section 9.04.
"Mixed-Use Tracts" means Tracts 3 and 5 shown on the Development Plan.
"Non-Owner Assignee" is defined in Section 9.02(c) of this Agreement.
"Notice"means notice as defined in Section 9.01 of this Agreement.
"One-Family Residential Tracts" mean Tracts 6, 8, 9, 10, 11, 12 and 13 shown on the
Development Plan.
"Open Space" means areas that are open to the sky, unpaved and at least six feet wide,
provided, however, rooftop terraces and other common spaces within Tracts 3 and 5 that are at
least six feet wide and outdoor paved areas designed and used for active recreation shall also be
considered open space.
"Owner" means, individually and collectively, Aperion Communities, LLLP, Eladio Properties,
LLLP and Drooy Properties, LLLP, Arizona limited liability limited partnerships. The term
"Owner" also includes any Assignee permitted by this Agreement, but does not include a Lot
Owner.
"Party" means, individually, the City, Owner, or Owner's successors and assigns (including any
Assignee) as permitted by this Agreement.
"Sign Code" means the following sections of Chapter 29 of the City Code in effect as of the
Effective Date, except to the extent the Sign Code is inconsistent with Section 2.02(3), in which
case Section 2.02(3) prevails:
(i) Section A02.3 (Maintenance)
(ii) Section A02.4 (Additions, Alterations, and Repairs)
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(iii) Section A04.5(a)(Unsafe Sign or Sign Structure)
(iv) Section 3.01 (Construction and Maintenance, General)
(v) Section 3.04 (Electrical)
(vi) Section 3.06 (Maintenance)
(vii Section 4.01.1 (Encroachments; Requirements)
(viii) Sections 4.02.1 and 4.02.2 (Traffic Hazards)
(ix) Section 4.03 (Prohibited Signs)
(x) Section 5.02.2 (Construction of Off-Premises Signs Prohibited in
Extraterritorial Jurisdiction)
"Sign, Monument" means a permanent sign with at least seventy-five percent (75%) of the
structure's width in contact with the ground.
"Sign, Off-Premises" means a sign that advertises businesses, commodities, activities, services
or persons that are not usually available or present upon the premises upon which such sign is
located, or that directs persons to any location not on the premises. Any sign with more than ten
percent (10%) of the sign devoted to such use shall be deemed to be an off-premises sign. For
purposes of this definition, "premises"means a platted lot.
"Sign, On-Premises" means a sign that advertises the business name, owner and/or commodities,
activities or services offered on the premises where such sign is located and where at least ninety
percent (90%) of the sign is devoted to the advertisement of such business name, owner,
commodities, activities or services. . For purposes of this definition, "premises" means a platted
lot.
"Significant Industrial Discharge" means any discharge of industrial waste that meets at least one
of the following criteria: (1) the average discharge rate is greater than 50,000 gallons per day; or
(2) biochemical oxygen demand (i.e., the quantity of oxygen used in the biochemical oxidation
of organic matter under standard laboratory procedure in five days at 20 degrees Centigrade,
expressed in milligrams per liter) and/or suspended solids concentrations exceed 250 mg/1; or (3)
the waste falls within an industrial category regulated by National Pretreatment Standards as
promulgated by the United States Environmental Protection Agency.
"Special Regulations" means regulations concerning street, right-of-way and sidewalk width,
block length and minimum street centerline off-sets described in Exhibit E attached to this
Agreement.
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"Strategic Partnership Agreement" means the Strategic Partnership Agreement attached as
Exhibit E to the Consent Agreement to be executed by the City and the District providing for the
limited purpose annexation of portions of the Development designated for commercial uses for
the sole purpose of imposing a sales and use tax, pursuant to Section 43.0751 of the Local
Government Code.
"Structure" means any permanent building or structure that is intended for human occupancy
and any other structure (including signs) over four (4) feet in height, except for fences, which
shall not be considered to be Structures unless six (6) feet in height or greater.
"Subdivision Regulations" means the City's Subdivision Ordinance No. 7234 and Plan
Commission Rules and Regulations in effect on the Effective Date, including any amendments
thereto in effect on the Effective Date.
"TCE "means the Texas Commission on Environmental Quality or its successor state agency.
"Townhouse/Cluster Tract"means Tract 2 shown on the Development Plan.
"Tradition" means the proposed master-planned community containing approximately 2,660
acres that may include residential, commercial, and recreational uses as generally depicted for
informational purposes only in Exhibit A.
"Zoning Ordinance"means Ordinance No. 13896, together with any amendments thereto that are
in effect on the Effective Date, codified as Appendix"A"to the City Code.
ARTICLE II
DEVELOPMENT REGULATIONS
2.01 Applicable Regulations. The Development shall be developed solely in compliance
with: (1) this Agreement including, but not limited to, the Development Plan and the Governing
Regulations; (2) ordinances that the City is required to adopt by state or federal laws or
regulations that impose requirements applicable to the Development (whether such laws or
regulations are in effect on the Effective Date or enacted after the Effective Date); provided,
however, if such state or federal laws or regulations allow the City to grant exemptions to such
laws or regulations for which the Development qualifies, then the Development shall be exempt
from such laws and regulations to the extent permitted by law, and the City shall take all action
necessary to evidence such exemptions upon a showing made by Owner that the Development
qualifies for such exemption; and (3) state or federal laws or regulations that impose
requirements applicable to the Development (whether such laws or regulations are in effect on
the Effective Date or enacted after the Effective Date); provided, however, if such state or
federal laws or regulations allow the City to grant exemptions to such laws or regulations for
which the Development qualifies, then the Development shall be exempt from such laws and
regulations to the extent permitted by law, and the City shall take all action necessary to
evidence such exemptions upon a showing made by Owner that the Development qualifies for
such exemption. Notwithstanding the foregoing, however, nothing in this Section 2.01
constitutes a waiver of Owner's right to claim that the ordinances, laws, regulations, or rules
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described in the preceding clauses "(2)" and "(3)" adopted after the Effective Date (i) do not
apply to the Development based on the "vested rights" of Owner, whether such rights arise under
Chapter 43, as amended, or Chapter 245, as amended, Local Government Code, or under any
other existing or future common-law or statutory rights, or (ii) constitute an illegal exaction or a
"taking" without compensation. Nothing in this Section 2.01 constitutes a waiver of the City's
right to rebut or defend against any such claim by Owner.
2.02 Permitted Uses and Development Regulations. All property within the
Development will be developed in accordance with the following requirements:
1. Permitted Uses. Uses are permitted in accordance with the chart attached as
Exhibit F to this Agreement. In addition, accessory uses that are customarily incidental to any
main use on a lot are permitted. The categories of uses listed in Exhibit F correspond to the
tracts shown on the Development Plan attached as Exhibit C and described in Exhibit D, as
follows:
Tract 1 Commercial
Tract 2 Townhouse/Cluster
Tract 3 Mixed-Use
Tract 4 Community Facilities
Tract 5 Mixed-Use
Tract 6 One-Family Residential: 5,000 square foot minimum lot size
Tract 7 Community Facilities: Reserved for City Facility (see Article VII)
Tract 8 One-Family Residential: 6,000 square foot minimum lot size
Tract 9 One-Family Residential: 7,500 square foot minimum lot size
Tract 10 One-Family Residential: 10,000 square foot minimum lot size
Tract 11 One-Family Residential: 6,000 square foot minimum lot size
Tract 12 One-Family Residential: 7,500 square foot minimum lot size
Tract 13 One-Family Residential: 5,000 square foot minimum lot size
Tract 14 Commercial
2. Off-Street Parking and Loading.
(a) Except as otherwise provided in this Section 2.02, the following uses shall
have the minimum number of off-street parking spaces stated in the table below. Parking
for non-residential uses shall not exceed 125% of the minimum number of required off-
street parking spaces. For any permitted use in the Development not expressly listed
below, the parking requirements for the most similar use shall apply.
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USE REQUIREMENT
RESIDENTIAL
1 space per bedroom plus 1 space per 250 square feet of common areas,
Multifamily offices and recreation(less laundry rooms and storage).Two spaces may
be tandem if assigned to the same unit and restricted from use for storage.
2 spaces per dwelling unit, located behind the front building line.No more
than one garage and one carport or porte cochere shall be allowed per
Single family and townhouse dwelling unit on a single residential lot unless the additional garages or
porte cocheres are an integral part of the main residential structure with the
same roofline and driveway as the residential structure.
PUBLIC AND CIVIC
Medical clinic,health services, 1 space per doctor plus 1 space per 4 employees plus 4 spaces per 1000
facility,assisted living facility square feet of gross floor area
1 space per 4 seats in sanctuary or worship area in One-Family Residential
Place of worship Tracts and Townhouse/Cluster Tract; 1 space per 5 seats in sanctuary or
worship area in all other tracts
School,elementary and junior 1 space per 16 students
high(public or private)
School,high school(public or 1 space per 1.75 students plus 1 space per 5 stadium seats(may be
private) double counted)
COMMERCIAL
A minimum of one parking space per 250 square feet of gross floor area or
Large retail store fraction thereof shall be provided.Additional parking may be provided,with
a maximum of one space per 200 square feet of gross floor area or fraction
thereof.
Commercial business,retail
sales and service(other than 4 spaces per 1000 square feet
big box retail)
Hotel 1 space per bedroom unit plus 1 space per 4 patron seats in rooms open to
public plus 5 spaces per 1000 square feet of display/ballroom area
1 space per guest room or suite plus 1 space per 4 seats plus 5 spaces per
Private club,cocktail lounge 1000 square feet of ballroom available to nonresidents plus 1 space per 4
employees
Office,professional building 2.5 spaces per 1000 square feet of gross floor area
Restaurant,cafeteria 1 space per 100 square feet
Theater,auditorium,place of 1 space per 4 seats in main auditorium plus 5 spaces per 1000 square feet
public assembly of ballroom/similar area plus 1 space per 4 employees
Walkup business 14 spaces per 1000 square feet
(b) Standard parking spaces shall be a minimum of nine (9) feet in width and
18 feet in length. Parallel parking spaces shall be a minimum of eight (8) feet in width
and 22 feet in length.
(c) Maneuvering space shall be located on private property.
(d) For Tracts 3 and 5,the following additional parking requirements apply:
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(1) For mixed-use buildings and projects, the total parking
requirement shall be the sum of the individual requirements for all uses. A joint
use parking agreement, if executed according to the standards set forth below,
would allow a reduction in the total requirement for a mixed-use building or
project.
(2) The required parking for any use may be located off-site, provided
that such parking is located within 500 feet of the subject site.
(3) Adjacent on-street parking may be applied toward the minimum
parking requirements, but shall not reduce the pertinent maximum parking
limitations.
(4) Joint use parking facilities are permitted. Joint use of required
parking spaces may occur where two or more uses on the same site or on separate
sites are able to share the same parking spaces because their parking demands
occur at different tithes. Joint use of required parking spaces is allowed if the
following documentation is submitted with the building permit application:
(A) The names and addresses of the uses and of the owners or tenants
that are sharing the parking;
(B) The location and number of parking spaces that are being shared;
(C) An analysis showing that the peak parking demands for the
different uses occur at different times, and that the parking area
will supply at least the minimum number of required spaces for
each use during its respective peak parking times; and,
(D) A legal instrument such as an easement or deed restriction that
guarantees access to the joint parking for all uses.
(5) Surface parking shall not be permitted between a building front
and the street.
(6) Surface parking is prohibited in side yards.
3. Signs.
(a) Signs shall be constructed and maintained in accordance with the Sign
Code.
(b) Off-Premises Signs are prohibited unless expressly permitted by this
Section 2.02(3).
(c) The following signs are permitted within all tracts in the Development:
(1) Temporary decorative flags; 11
Development Agreement �;' 17 1r,15`!l 1� 'JSIJ5�1�JPage 14
(2) Temporary public interest signs, including portable signs and
banners, announcing activities or events, subject to the following
requirements:
(A) Signs shall be a maximum size of 60 square feet;
(B) No temporary sign shall be located within 100 feet of
another temporary sign;
(C) Temporary signs shall be maintained for no more than 30
days;
(D) Temporary signs may not be erected on a platted lot more
than twice in a calendar year.
(3) Warning, security and directional signs for parking or vehicle
access;
(4) Government signs, including without limitation informational,
directional and traffic signs;
(5) Political signs erected in accordance with state law;
(6) Window signs displaying commercial messages, provided no sign
may exceed 25% of the glass area. "Window signs" include signs
displayed on the exterior side of the window and signs displayed
within ten (10) feet of the interior side of the window that are
visible from outside the building.
(7) Nameplate and street address signs not exceeding one square foot
in area;
(8) One temporary non-illuminated real estate sign advertising the sale
or lease of real property on which the sign is located. Such sign
shall not exceed eight (8) square feet in area in any One-Family
Residential Tract or Townhouse/Cluster Tract or 60 square feet in
area and eight(8) feet in height on any other tract; and
(9) Other non-commercial signs as permitted by Owner.
(d) A maximum of six (6) kiosks are permitted within the Development along
and visible from (but not necessarily adjacent to) Community Parkway, as shown on the
Development Plan. Content is limited to:
(1) Name and logos of the Tradition project;
(2) Names and logos of builders within the Tradition project;
Development Agreement Page 15
(3) Information concerning non-business destinations within the Tradition
project; or
(4) Any combination of the foregoing.
No kiosk may exceed eight(8) feet in height and five (5) feet in width.
(e) Subdivision entry signs are permitted at each main entrance to a
residential subdivision. These signs may be located on private property or in parkways,
medians, or common areas. Content is limited to the name and logo of the subdivision or
any combination thereof. All signs must be monument signs, and may not exceed eight
(8) feet in height and 16 feet in width.
(f) One multi-tenant sign is permitted anywhere within Tract 14. The sign
may not exceed 40 feet in height above the perpendicular driving grade of State
Highway 114 or 80 feet in height, whichever is less. The maximum width of the sign
may not exceed 24 feet. Twenty-five percent (25%) of the width of the sign structure
must be in contact with the ground. Content is limited as follows:
(1) Name, trade name, logo (or any combination thereof) of any
owner, tenant, business, or occupant of property within Tract 14;;
(2) Identification of any property within Tract 14;
(3) Accommodations, services, or activities offered or conducted
within Tract 14;
(4) Products sold or leased within Tract 14;
(5) Sale, lease, development, or construction of property within Tract
14; or
(6) Any combination of the foregoing.
Development Agreement Page ge 16
(g) The following detached On-Premise Signs are permitted in Tracts 1, 3, 5 and
14:
Sign Type Business Structure Structure Location on property Minimum
And Listing Maximum Maximum ground
Tract Heigh Width contact
Monument Single or 8 feet 16 feet 0' setback to the right 75%of the
multi of way line; one foot sign
tenants setback from adjacent structure's
located property lines for each width must
within the foot in height be in contact
business with the
complex ground
Pylon Single or 25 feet 16 feet Maximum height of 8 50% of the
Sign multi feet at the right of way sign
tenants line with one foot structure's
located setback from right of width must
within the way line for each be in contact
business additional foot in with the
complex height; one foot ground
setback from adjacent
property lines for each
foot in height
Advertising message area on the sign structure shall not exceed the street frontage of the
platted lot on which the sign is located (one square foot of message area for each foot of
frontage) or 1.5 times the right-of-way width,whichever is less, up to a maximum of 75%
of the sign structure. Areas that do not include advertising message must be
unilluminated and constructed with materials similar to the building associated with the
sign.
(h) Signs erected pursuant to Subsections (f) and (g) shall be at least 100 feet
apart.
(i) Attached on-premise signs are permitted in Tracts 1, 3 5 and 15 as long as the
cumulative area of all attached on-premise signs on a building fagade does not exceed ten
percent (10%) of the area of the fagade. "Fagade" is equal to the building length times
building height; provided, however, for purposes of such calculation, building height
shall be a maximum of 15 feet despite the fact that the actual building height may exceed
15 feet. Doors and windows shall be included in the calculation of the fagade area. The
length of an attached sign may not exceed 75% of the length of the building to which it is
attached.
Development Agreement Page 17
0) Any sign authorized to contain commercial copy may contain noncommercial
copy in lieu of commercial copy.
4. Outdoor Storaize or Display — Large Retail Stores . Outdoor storage and display
by Large Retail Stores is permitted in Tracts 1, 3, 5, and 14 subject to the following restrictions:
(a) No merchandise displayed outdoors may be stacked to exceed six (6) feet
in height (except Christmas trees displayed in vertical position).
(b) No single item may exceed 12 feet in height.
(c) Merchandise may be displayed and carts may be stored within 20 feet
from the front wall of the building.
(d) A clearly delineated pedestrian walkway at least four (4) feet in width
shall be provided contiguous to the 20-foot display and cart storage area to provide
unimpeded pedestrian access to the building. An unobstructed walkway must be
provided between the curb, fire lane, maneuvering aisle or parking space and any stored
and/or displayed merchandise.
(e) Stored merchandise, goods, or products shall not obstruct visibility of
motor vehicle traffic lanes.
(f) An area the width of the customer entrance and exit door(s) plus 15 feet on
either side of the door(s) shall be maintained clear of merchandise and carts to allow
unimpeded pedestrian access to the building.
(g) Areas for customer loading of merchandise shall be clearly delineated and
shall not be located in front of any customer entrance or exit door(s) or within 15 feet of
either side of the door(s).
(h) Outdoor storage, display and sales of plumbing fixtures and large household
appliances, including without limitation hot tubs, washers, dryers, refrigerators,
dishwashers and trash compactors, is prohibited.
(i) No area used for the outside storage or display of merchandise shall be
located within 25 feet of the rear or side of a One-Family Residential Tract or
Townhouse/Cluster Tract.
0) No area designated for off-street parking may be used for outside storage
or display of merchandise (except Christmas trees).
(k) Areas devoted to permanent outdoor storage shall be screened by a solid
wall that is a minimum of eight (8) feet in height consisting of the same materials as the
principal building.
u�I t
Development Agreement Page 18
5. Outdoor Storage and Display—Other Commercial Uses. Outdoor storage and
display by commercial uses, with the exception of Large Retail Stores, is permitted in Tracts 1,
3, 5, and 14 subject to the following restrictions:
(a) The following items may be displayed and/or stored outside the main building
subject to the conditions contained in this Section 2.02:
(1) Bagged grass seed;
(2) Bagged fertilizer;
(3) Bagged mulch;
(4) Bagged bark chips;
(5) Bagged play sand;
(6) Bagged potting soil;
(7) Bundled firewood;
(8) Cut Christmas trees; and
(9) A maximum of ten (10) portable boxes, bins or other such containers, not
to exceed 96-gallon capacity each, for the purpose of collecting aluminum cans,
glass, grocery bags or plastic bottles.
(b) Outside storage and/or display of the above listed items is subject to the following
conditions:
(1) No merchandise may be stored or stacked to exceed four (4) feet in height
(except Christmas trees displayed in vertical position).
(2) No merchandise may extend more than five (5) feet from the front wall of
the building.
(3) A four-foot wide unobstructed walkway must be provided between the
curb, fire lane, maneuvering aisle or parking space and any stored and/or
displayed merchandise.
(4) No stored merchandise, goods or products may be situated such that
visibility of motor vehicle traffic lanes is obstructed.
(5) No area used for the outside storage or display of merchandise shall be
located within 25 feet of the rear or side of a One-Family Residential Tract or
Townhouse/Cluster Tract.
Development Agreement Page 19
(6) No area designated for off-street parking may be used for outside storage
or display of merchandise (except Christmas trees).
6. Open Space and Parkland. A minimum of 63 acres of Open Space shall be
provided as shown on the Development Plan. Such Open Space shall include the following park
facilities, at a minimum:
(1) A community park with a minimum area of 5.5 acres with sports fields
and gazebo;
(2) A district park with a minimum area of 2.3 acres; and
(3) At least seven(7)pocket parks, each with a minimum area of .8-acres.
2.03 Tracts 1 14 — Commercial. Tracts 1 and 14 as shown on the Development Plan
will be developed as follows:
Front Yard None required.
Rear Yard 10 feet minimum unless adjacent to residential use,where 15 feet minimum required
Side Yard
Interior lot 5 feet minimum adjacent to One-Family Residential Tract or Townhouse/Cluster
Tract, none otherwise. If provided, side yard must be 3 feet minimum.
Corner lot None required unless through lot,then 10 feet minimum required
Height 3 stories or 45 feet maximum.
2.04 Tract 2— Townhouse/Cluster. Tract 2 as shown on the Development Plan will be
developed as follows:
Units per Acre Maximum number of 12 units per gross acre on average
Units per Bldg. 10 maximum
Front Yard 10 feet minimum
Side Yard 10 feet minimum adjacent to street, otherwise no setback is required;for corner lots,
porches may be located in the side yard adjacent to a street
Height 35 feet maximum
Bldg.Separation 10 feet minimum
2.05 Tract 3, 5 — Mixed Use. Tracts 3 and 5 as shown on the Development Plan will
be developed as follows:
Front Yard 14 feet minimum; 16 feet maximum
Side Yard No setback unless(i)required by the Building Codes,or(ii)an abutting property
with an existing building has windows facing to the side,in which case a minimum
10-foot separation between the existing building and new building is required
Rear Yard 5 feet minimum
Maximum Height 45 feet,or 3 stories,whichever is less,except that the maximum height shall be 60
feet or 5 stories,whichever is less,if(i)residential uses constitute 20 percent or
more of a building's gross floor area,and(ii)office,eating and entertainment,
and/or retail sales and service use constitute 10 percent or more of the building's
Development Agreement Page 20
gross floor area.
Maximum Residential 40 units per gross acre,except that a maximum of 60 units per gross acre are
Units Per Acre permitted if the project includes office,eating and entertainment, and/or retail sales
and services uses that constitute at least 10 percent of gross floor area.
Entrances A principal building must have its main entrance from a public sidewalk or plaza
2.06 Tracts 4, 7—Community Facilities. Tracts 4 and 7 as shown on the Development
Plan will be developed as follows.
Lot Width 50 feet minimum
Front Yard 20 feet minimum
Rear Yard 5 feet minimum reduced to 0 feet where adjacent to an alley at least 10 feet wide
Side Yard
Adjacent to residential 5 feet minimum
use
Across street from a side 10 feet minimum
yard in a residential tract
Height 35 feet maximum
2.07. Tracts 6 13 — One-Family Residential 5,000. Tracts 6 and 13 as shown on the
Development Plan will be developed as follows:
Lot Area 5,000 square feet minimum
Lot Width 50 feet minimum at building line,60 feet minimum for corner lots
Lot Coverage 50 percent maximum
Front Yard 15 feet minimum, 10 feet for porches
Rear Yard 5 feet minimum
Side Yard
Interior lot 5 feet minimum
Corner lot 10 feet minimum adjacent to side street and 5 feet minimum for interior lot line;
porches may be located in the side yard adjacent to a street
Height 35 feet maximum
2.08 Tracts 8 11 — One-Family Residential 6,000. Tracts 8 and 11 as shown on the
Development Plan will be developed as follows:
Lot Area 6,000 square feet minimum
Lot Width 60 feet minimum at building line,70 feet minimum for corner lots
Lot Coverage 50 percent maximum
Front Yard 15 feet minimum, 10 feet for porches
Rear Yard 5 feet minimum
Side Yard
Interior lot 5 feet minimum
Corner lot 10 feet minimum adjacent to side street and 5 feet minimum for interior lot line;
orches may be located in the side yard adjacent to a street
Height 35 feet maximum
Page 21
Development Agreement ) ,�c-�'� t�SrsC��l
2.09 Tracts 9 12 — One-Family Residential 7,500. Tracts 9 and 12 as shown on the
Development Plan will be developed as follows:
Lot Area 7,500 square feet minimum
Lot Width 75 feet minimum at building line, 85 feet minimum for corner lots
Lot Coverage 45%percent maximum
Front Yard 20 feet minimum, 15 feet for porches
Rear Yard 5 feet minimum
Side Yard
Interior lot 5 feet minimum
Corner lot 10 feet minimum adjacent to side street and 5 feet minimum for interior lot line;
orches may be located in the side yard adjacent to a street
Height 35 feet maximum
2.10 Tract 10 — One-Family Residential 10,000. Tract 10 as shown on the
Development Plan will be developed as follows:
Lot Area 10,000 square feet minimum
Lot Width 90 feet minimum at building line, 100 feet minimum for corner lots
Lot Coverage 40%maximum
Front Yard 25 feet minimum,20 feet for porches
Rear Yard 10 feet minimum
Side Yard
Interior lot 5 feet minimum
Corner lot 10 feet minimum adjacent to side street, 5 feet minimum for interior lot line;porches
maybe located in the side yard adjacent to a street
Height 35 feet maximum
2.11 Exclusive Requirements. The requirements set forth in Sections 2.02 through
2.10 of this Agreement are exclusive with regard to the subject matter of the sections. For
example, Section 2.02(1) sets forth the only off-street parking and loading requirements that
apply to the Development. The Development Director (with the consent of Aperion
Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP) may
administratively approve minor revisions to Sections 2.02 through 2.10 of this Agreement. A
"minor revision" means the following: (a) an increase in the height of structures of five (5)
percent or less; (b) a setback reduction of ten (10) percent or less; (c) an increase in ground
coverage by a structure of five (5) percent or less; (d) a reduction in off-street parking of five (5)
percent or less; (e) an increase in the number, height or area of signs of five (5) percent or less;
and (f) an increase in outdoor storage or display area of five (5)percent or less
2.12 Amendment of Development Plan. The Development Plan is incorporated as part
of this Agreement; however,the interior boundaries of the tracts shown on the Development Plan
(including the boundaries of the Open Space) may be adjusted, from time to time, as provided by
this Section 2.12. In no event shall the exterior boundaries of the Development be adjusted.
Owners of the property affected by any boundary change, with the prior written consent of
Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP, shall have
the right, concurrently with the filing of any preliminary plat, to adjust the boundaries of the
Development Agreement Page 22
tracts so long as the cumulative effect of all adjustments does not change the area within any
tract by more than ten (10) percent (based on the areas that existed on the Effective Date) and
does not reduce Open Space or parkland to less than the requirements set out in Section 2.03(6).
Owners of the property affected by any boundary change, with the prior written consent of
Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP, and the
written approval of the Development Director, shall have the right, concurrently with the filing
of any preliminary plat, to further adjust the boundaries of the tracts so long as the cumulative
effect of all adjustments does not change the area within any tract by more than 15% (based on
the areas that existed on the Effective Date) and does not reduce Open Space or parkland to less
than the requirements set out in Section 2.03(6). All other changes to the Development Plan
shall require the consent of Owners of the property affected by the change, the prior written
consent of Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP,
and the approval of the City Council. If the interior boundaries of the tracts shown on the
Development Plan are adjusted pursuant to this Section 2.12, the amended Development Plan
and revised legal descriptions for the affected tracts will be attached to this Agreement as
Exhibit C and Exhibit D, respectively, and the City will cause the amended exhibits to be
attached to the official version of this Agreement on file in the City Secretary's Office. Owner
will cause the amended Agreement to be recorded in the Real Property Records of Denton
County, Texas, in accordance with Section 9.04.
2.13 Plat Approval. Subdivision of the Development or any portion thereof shall
require approval of plats by the City's Plan Commission. The conveyance by metes and bounds
of any portion of the Development to any person for the purpose of qualifying such person to be
a member of the board of directors of the District shall not be considered a subdivision of land
requiring a plat or otherwise requiring the approval of the City; provided, however, no Structure
shall be constructed on any portion of the Development conveyed for such purpose unless and
until a plat of such portion has been approved by the City's Plan Commission. Subdivision of
the Development shall not require the approval by the City's Plan Commission of a "Concept
Plan" as defined in the Subdivision Regulations.
2.14 Modification of Governing Regulations.
(a) If a preliminary plat for the entire 431.303 acres comprising the Development is
approved by the City's Plan Commission before January 1, 2007, the development of all
portions of the Development for which the Plan Commission approves final plats shall be in
accordance with the Governing Regulations, as defined in Article I.
(b) If a preliminary plat for the entire 431.303 acres comprising the Development is
approved by the City's Plan Commission between January 1, 2007 and September 30, 2007,
the Governing Regulations that are in effect on January 1, 2007, including amendments in effect
on January 1, 2007, shall apply to development of all portions of the Development for which a
final plat is approved by the Plan Commission, and the definition of "Governing Regulations"
shall be deemed to be amended accordingly.
(c) If a preliminary plat for all or any portion of the Development is approved by the
Plan Commission on or after October 1, 2007, the Governing Regulations that are in effect on
C 0 l�j Page 23
Development Agreement r
the date of submittal of the preliminary plat shall apply to development of all portions of the
Development for which a final plat is approved by the Plan Commission, and the definition of
"Governing Regulations" shall be deemed to be amended accordingly.
2.15 Water Wells. No water wells may be drilled within the Development for the
purpose of providing potable water; however, wells may be drilled for the purpose of providing
irrigation water. All water wells will be permitted through the Denton County Department of
Environmental Services.
2.16 Building Permits. No Structure shall be constructed on the Development without
a Building Permit issued to the Builder by a Certified Inspector hired and paid for by the Builder.
Except for model homes, no Building Permit shall be issued for a Structure unless located on a
lot for which a final plat has been recorded. Building permits may be issued for model homes
prior to the recordation of final plats for the lots if the Infrastructure to serve the lots has been
completed (including fire protection); however, no model home may be sold to an end-user
homeowner until a final plat has been recorded. If requested by the District, Building Permits
shall be issued through the administrative control of the District pursuant to procedures adopted
by the District, provided such procedures are not inconsistent with this Agreement, and each
Builder and each Certified Inspector agrees to be bound by such procedures.
2.17 Certificates of Substantial Completion. Except for model homes, no Structure
shall be occupied within the Development until a Certificate of Substantial Completion has been
issued to the Builder by a Certified Inspector hired and paid for by the Builder. Model homes
may be occupied for the sole purpose of sales and marketing; however, no model home may be
occupied by an end-user homeowner until a Certificate of Substantial Completion has been
issued. If requested by the District, each Certificate of Substantial Completion shall be issued
through the administrative control of the District pursuant to procedures adopted by the District,
provided such procedures are not inconsistent with this Agreement, and each Builder and each
Certified Inspector agrees to be bound by such procedures.
2.18 Builder Status Reports. Each Builder shall maintain a permanent record of all
Building Permits and Certificates of Substantial Completion issued to the Builder, which records
shall be available for inspection and copying by the City, the District, and Owner during normal
business hours. In addition, each Builder shall provide weekly written status reports to the
District and monthly written status reports to the Development Director identifying the addresses
of Structures for which Building Permits and Certificates of Substantial Completion were issued
to the Builder during the preceding week or month, respectively.
2.19 Certified Inspector Status Reports. Each Certified Inspector shall maintain a
permanent record of all Building Permits and Certificates of Substantial Completion issued by
such Certified Inspector, which records shall be available for inspection and copying by the City,
the District, and Owner during normal business hours. In addition, each Certified Inspector shall
provide weekly written status reports to the District and monthly written status reports to the
Development Director identifying the addresses of Structures for which Building Permits and
Certificates of Substantial Completion were issued during the preceding week or month,
respectively.
Development Agreement Page 24
2.20 Inspection Rights. The City, Owner, and the District shall have the right, but not
the obligation, to inspect, from time to time, any Structure under construction to determine
substantial compliance with the Building Codes and with Sections 2.01 through 2.10 of this
Agreement and to "red-tag" any Structure for non-compliance. If any inspection conducted
pursuant to this Section 2.20 results in the "red-tagging" of a Structure, and if the Builder fails to
correct the non-compliance within a reasonable time period to the satisfaction of the Party that
red-tagged the Structure and the Certified Inspector, any of the City, Owner, and the District
will be entitled to enforce compliance and to prevent the occupancy of the Structure by the
issuance through the Certified Inspector of a "stop-work order" (or through the Parry that red-
tagged the Structure if the Certified Inspector refuses to issue a"stop-work order") until the non-
compliance is corrected to the reasonable satisfaction of the Certified Inspector and the Parry that
red-tagged the Structure. All costs and expenses paid or incurred by the City, Owner, or the
District in exercising their rights under this Section 2.20 shall be paid by the Builder.
Substantial compliance of all Structures with the requirements of the Building Codes and
Article II of this Agreement shall be the responsibility of the Builder. Notwithstanding the
foregoing, if the Builder of the non-complying Structure is not also the Owner of the underlying
property, then such Owner will also be responsible for correcting such non-compliance and
paying any costs and expenses paid or incurred by the City or the District in exercising their
rights under this Section 2.20. Nothing in this Agreement is intended to create any liability of
the City or the District to inspect or otherwise determine whether Structures are constructed in
accordance with this Agreement.
2.21 Contracts with Builders. If a Builder is not an Owner, then the Owner who
contracts with such Builder shall incorporate the requirements of this Article II into a written
construction contract with the Builder. All contracts with such non-Owner Builders shall
provide that the City is a third-party beneficiary of, and may enforce, the contracts against the
Builder.
2.22 Prohibited Uses. No portion of the Development shall be used in a manner that
produces a Significant Industrial Discharge.
2.23 Temporary Manufactured Housing. A maximum of five temporary HUD-
certified manufactured homes shall be permitted on the Development at any given time for
occupancy by qualified voters that are necessary for the creation and administration of the
District. Owner will apply for and be granted a Development Permit through the County in
accordance with the development permit guidelines and application process for all temporary
manufactured housing. At this time Owner will be issued a 911 address for the property in
question. Owner will notify the City of the make, model, HUD number, and 911 address of each
home within 15 days after it is occupied. All manufactured homes will be removed from the
Development within 180 days after the District Confirmation Date. Placement of manufactured
homes on the Development for such purpose shall not require a Building Permit or Certificate of
Substantial Completion; shall not be considered a subdivision of land requiring a plat or other
approval of the City; and shall not otherwise be subject to the Governing Regulations or the
requirements of Sections 2.02 through 2.10 of this Agreement; provided, however, utilities shall
be provided to the homes in accordance with all applicable regulations of Denton County.
Development Agreement Page 25
2.24 Conflicts. In the event of a conflict between the Special Regulations and any
other provisions of this Agreement, the Special Regulations shall control.
2.25 Landscape Standards. Within 180 days after the Effective Date, Owner shall
cause to be recorded against the Development mandatory deed restrictions that include, among
other provisions, minimum landscape standards for commercial and residential development.
The landscape standards recorded against the Development shall meet or exceed the material
landscape standards that are applicable to comparable development within the City based on the
Zoning Ordinance in effect on the Effective Date, specifically including, without limitation, the
material landscape standards for Large Retail Stores contained in Section 5.133 of the Zoning
Ordinance. Owner shall provide a draft copy of the proposed deed restrictions to the City at
least 60 days prior to recordation and the City shall have 30 days during which to review and
provide written comments to such restrictions. Owner shall use reasonable efforts to incorporate
the City's comments prior to recordation. If the City fails to provide written comments within
such 30-day period, the City shall be deemed to have approved the restrictions submitted by
Owner. If there is a dispute between Owner and the City as to whether a City standard is
"material" or whether the proposed deed restrictions "meet or exceed" a material standard,
Owner and the City shall each name a licensed landscape architect (who shall, in turn, select a
third), which three architects shall then resolve the dispute as quickly as possible (which
resolution shall be binding upon Owner and the City). The cost of the architects shall be shared
equally by Owner and the City.
2.26 Enforcement of Environmental Regulations.
(a) Cit. Pursuant to Section 212.172(b)(6) of the Local Government Code, the Parties
agree that the City may, but is not obligated or required to, enforce environmental regulations set
out in Chapter 12.5 of the City Code that are in effect on the Effective Date, including any
amendments in effect on the Effective Date. The Parties also agree to any enforcement authority
regarding environmental regulations set forth in the Agreement for Sale of Treated Water, the
Wholesale Wastewater Service Agreement, and the Superseding Agreement Regarding Water
and Wastewater Utility Service, all as described in the Recitals to this Agreement.
(b) Cognly. The Environmental Services Department for Denton County will be
responsible for permitting any and all water wells and septic systems within the boundary of the
District. All required systems will be installed per the guidelines as outlined by the
Environmental Services Department in Denton County.
2.27 Approval by Denton County No Road or Drainage Maintenance by County.
Execution of this Agreement by the Parties is subject to approval of this Agreement by the
Denton County Commissioners Court. Upon approval of this Agreement by the Commissioners
Court, Denton County and the Parties agree that all plan review, inspection, plat review and
approval, and all other actions and approvals relating to development of the Development shall
be performed solely by the City in accordance with this Agreement, with the exception of any
flood control structures, floodplain improvements and connections to County Roads. All roads
and drainage improvements within the Development shall be maintained by the District or one or
more homeowners' associations. Denton County shall have no duty to maintain any roads within
Development Agreement Page 26
the Development. At the discretion of the Denton County Commissioners Court, a request for
maintenance may be made to the District in writing for areas that may directly impact upstream
or downstream constituents of Denton County.
2.28 Removal of Certified Inspector. The Development Director may revoke his or her
approval of a Certified Inspector who issues a Building Permit or a Certification of Substantial
Completion that does not comply with all provisions of this Article II.
ARTICLE III
CONSTRUCTION AND INSPECTION OF INFRASTRUCTURE
3.01 Infrastructure Standards. All Infrastructure shall be designed and constructed in
compliance with: (a) the Governing Regulations; (b) the rules and regulations, if any, of the
District; (c) the rules and regulations of TCEQ; and (d) the rules and regulations, if any, of the
holder of any CCN for retail water or retail wastewater service to all or any portion of the
Development. In the event of any conflict between the Governing Regulations and either the
rules or regulations of the District or the rules and regulations of any CCN holder, the Governing
Regulations shall control unless otherwise agreed in writing by the Development Director.
3.02 Additional Construction Standards for Water Utility Infrastructure. The water
utility Infrastructure serving the Development must be constructed using the same type, or a
compatible type, of meters, valves, meter boxes and service lines used by the City for its
municipal water system; provided, however, that automated meter reading ("AMR")-compatible
may be used.
3.03 Plan Review,• Payment of Fees; and Pre-Construction Conference. Construction
of Infrastructure shall not commence until the plans and specifications have been reviewed and
accepted by the City for compliance with the Governing Regulations; a pre-construction
conference has been held by the Contractor, the District's engineer and representatives of the
City's Department of Engineering; and the applicable City Review Fees have been paid. At such
pre-construction conference, the Department of Engineering shall designate City employees to
serve as the project inspector (the "City Inspector") for purposes of Sections 3.05, 3.07 and 3.10
and the project manager.
3.04 Community Facilities Agreements. Construction of Infrastructure shall not
commence until a Communities Facilities Agreement has been executed in accordance with the
CFA Policy. Notwithstanding the Governing Regulations, the City shall not participate in the
cost of construction of any Infrastructure unless the City requires the construction of
Infrastructure that exceeds that which is roughly proportionate to the impact of the Development.
3.05 Inspections by Third Party Inspectors. Except as otherwise provided in this
Section 3.05, inspectors retained by the Owner or Contractor and approved by the City (which
approval shall not be unreasonably withheld or delayed) shall perform or cause to be performed
all inspections and testing of the construction of Infrastructure for compliance with this Article
III. The Owner or Contractor, as applicable, shall submit the names, addresses and phone
numbers of such inspectors simultaneously with submittal of plans in accordance with Section
3.03. Construction of Infrastructure shall not commence until such inspectors have been
^'
Page 27
Development Agreement �,�1r'i 0'r_N g
approved by the City. Owner or Contractor shall cause the inspectors to provide copies of all
inspection and testing reports to the City Inspector. All costs of such third party inspectors shall
be paid by Owner and Contractor.
3.06 Termination of Third Party Inspectors. The City has the right to terminate any
third party inspector retained by the Owner or Contractor pursuant to Section 3.05 if the
inspector: (i) fails to properly perform inspections and testing to ensure construction in
compliance with this Article III; or (ii) fails to provide copies of inspection and testing reports to
the City's Department of Engineering. Upon termination of any third party inspector,the City, at
its option, may allow the use of another approved third party inspector or perform all necessary
inspections and testing. Should the City elect to perform inspections and testing for compliance
with this Article III pursuant to this Section 3.06, the City shall perform such inspections and
testing in a timely manner (which inspections shall satisfy all applicable requirements of the
TCEQ) and the Owner and Contractor shall pay Infrastructure Inspection Fees in accordance
with Section 4.02(a).
3.07 Inspections
(a) City. The City has the right, but not the obligation, to inspect and test the
Infrastructure at any time. Further, the City has the right to participate in a final inspection of all
Infrastructure. The Contractor shall notify the City Inspector when Infrastructure is ready for
final inspection. If the City Inspector concurs that construction of the Infrastructure is
substantially complete, the City Inspector will schedule a final inspection by the City within 30
days. Upon final inspection and correction of any punch list items, written certification by the
City Inspector that Infrastructure has been constructed in compliance with the Governing
Regulations shall constitute compliance with Sections 3.01(a), 3.02, 3.03, 3.04, 3.05 and 3.09.
Notwithstanding anything contained herein, the City shall have the right to charge Infrastructure
Inspection Fees for such inspections and testing only if the City performs inspections and testing
pursuant to Section 3.06.
(b) County. The County will inspect all flood control structures and connections to
County Roads. The County Public Works Department will be responsible for conducting these
inspections and agrees to do so within a timely manner in accordance with the Denton County
Subdivision Rules and Regulations.
3.08 Contracts with Contractors. If a Contractor is not an Owner, then the Owner shall
incorporate the requirements of this Article III into a written construction contract with the
Contractor. All contracts with such non-Owner Contractors shall provide that the City is a
third-party beneficiary of, and may enforce, the contracts against the Contractor.
3.09 Access by City Employees. Upon prior Notice by the City, any duly authorized
employee of the City bearing proper credentials and identification shall be granted access to any
property within the Development as the City may determine necessary for the purpose of
inspection and testing of Infrastructure.
3.10 As-Built Drawings. Owner and Contractor shall deliver mylar as-built drawings
for all Infrastructure to the City Inspector within 30 days after final inspection.
Development Agreement Page 28
ARTICLE IV
DEVELOPMENT FEES
4.01 Review Fees.
(a) City Review Fees. Subdivision of the Development and review of construction plans
for Infrastructure will be subject to the payment of City Review Fees. City Review Fees shall
not exceed the same or similar fees charged for development in other parts of the City's
corporate limits or ETJ.
(b) County Review Fees. County Review Fees will be applied to the areas as
identified in Section 3.07(b). All floodplain, flood control structures and connections to County
Roads will be reviewed by the Denton County Department of Public Works. The fees will be in
accordance with the County Subdivision Rules and Regulations.
4.02 Infrastructure Inspection Fees.
(a) City Infrastructure Inspection Fees. If the City elects to perform Infrastructure
inspections in accordance with Section 3.06 of this Agreement, such inspections shall be subject
to the payment of Infrastructure Inspection Fees.
(b) County Infrastructure Inspection Fees. County inspection of floodplain,
flood control structures, and connections to County Roads be subject to Denton County
Infrastructure Inspection Fees as called out in the County Subdivision Rules and Regulations.
4.03 Other Development Fees. Development of land within the Development may be
subject to fees and charges that are in addition to the City Review Fees and, if applicable under
Section 3.06, Infrastructure Inspection Fees. Such additional fees and charges may include, but
are not limited to, impact fees and other fees necessitated by and attributable to the
Development. The failure of this Agreement to address or identify such additional fees and
charges does not constitute a waiver of such fees and charges.
ARTICLE V
ANNEXATION
5.01 Continuation of ETJ Status. Except as provided in Sections 5.03 and 5.04 of this
Agreement, the Development shall remain in the City's ETJ during the term of this Agreement,
and the City guarantees the continuation of the ETJ status of the Development during such term.
5.02 Immunity from Annexation. Except as provided in Sections 5.03 and 5.04 of this
Agreement, the Development shall be immune from annexation during the term of this
Agreement, and the City guarantees immunity from annexation during such time.
5.03 Full Purpose Annexation. During the term of this Agreement, the City shall have
the right, but not the obligation, to full-purpose annex all of the Development (or a portion of the
Development to the extent permitted by law) on or after the earlier to occur of. (i) the date that
construction of water, sanitary sewer, drainage and road facilities to serve 90% of the
Development Agreement �' ^ a e 19
Development is complete; or (ii) the dissolution of the District (other than as the result of
annexation by the City). Further, the City may annex all or part of the Development at any time
after termination of this Agreement in accordance with Article VI.
5.04 Limited Purpose Annexation. Owner agrees that the City shall have the right to
annex those portions of the Development that are intended for retail development for-the sole and
limited purpose for the City to impose its sales and use tax within the boundaries of such retail
areas pursuant to Section 43.0751 of the Local Government Code. The terms and conditions
upon which such limited purpose annexations may occur are contained in the Strategic
Partnership Agreement.
5.05 Incorporation. In furtherance of the purposes of this Agreement, Owner, on
behalf of itself and its successors and Assignees, covenants and agrees to the extent allowed by
law that, except upon written consent of the City Council, which approval may be withheld or
conditioned by the City Council at its sole discretion, they will not: (i) seek or support any effort
to incorporate the Development, or any part thereof; or (ii) sign,join in, associate with, or direct
to be signed any petition seeking to incorporate any of the Development or to include any of the
Development within the boundaries of any other incorporated entity.
5.06 Annexation of Portions of Development. Owner agrees to cooperate with and
assist the City in annexing one or more areas in the manner prescribed by law which does not
result in the dissolution of the District, each of which may not exceed 525 feet in width at its
widest point or such other width limitation subsequently imposed by law, as reasonably
necessary for the City to connect areas to the City that are outside the District and that the City
intends to annex. Notwithstanding the zoning designation approved for the annexed area, such
area can be developed and used in accordance with this Agreement.
ARTICLE VI
TERM OF AGREEMENT
This Agreement is a development agreement authorized by Section 212.172 of the Local
Government Code. This Agreement will terminate on the earlier to occur of: (i) fifteen (15)
years from the Effective Date; or (ii) full purpose annexation of the Development pursuant to
Section 5.03. Further, if creation of the District has not been confirmed at an election conducted
on or before November 30, 2006, this Agreement may be terminated by providing Notice to
Owner. The term of this Agreement shall not be affected by the annexations permitted by
Section 5.06 of this Agreement or by the limited purpose annexation of any commercial property
pursuant to the Strategic Partnership Agreement.
ARTICLE VII
DEDICATION OF PROPERTY FOR CITY FACILITY
7.01 Site Reservation. Owner agrees to reserve Tract 4 on the preliminary plat for the
Development for exclusive use for a City Facility (the "City Facility Site'). Until the City
Development Agreement Page 30
Facility Site is conveyed to the City pursuant to Section 7.02, Owner shall have the right to use
the City Facility Site (a) for public or private park or public or private open space purposes
(including, but not limited to, hike and bike trails, park benches, landscaping, fountains, sports
fields, playgrounds and playground equipment, and paved parking areas and (b) for any other
purposes with the prior written consent of the City. After conveyance of the City Facility Site to
the City pursuant to Section 7.02, Owner may landscape, irrigate, mow, and maintain the City
Facility Site and, with the City's written consent, continue to use the City Facility Site for the
foregoing purposes. Owner agrees to mow the City Facility Site and to maintain the City
Facility Site, and all improvements constructed or located thereon, in good condition at all times
until the City Facility Site is conveyed to the City pursuant to Section 7.02 and thereafter while
Owner continues to use the City Facility Site with the City's consent. Owner shall cause all such
improvements to be removed at Owner's cost within sixty(60) days after termination of Owner's
right to use the City Facility Site in accordance with this Section 7.01.
7.02 Conveyance to City. Owner agrees to convey or cause to be conveyed to the City
the City Facility Site by special warranty deed (lien free but otherwise subject to all matters of
record that do not materially adversely affect the use of the property) within ninety (90) days
after receipt of the City's written request. The City may obtain a survey of the City Facility Site
and title insurance at the City's expense. The conveyance documents shall reserve to Owner the
right to approve building elevations and exterior construction materials for the City Facility to be
constructed on the City Facility Site (which elevations and materials shall be compatible with the
elevations and materials of other commercial development within the Development and which
approval by Owner shall not be unreasonably withheld or delayed).
7.03 Reverter. The conveyance shall be subject to an automatic reverter of title in
favor of the Owner unless prior to the 22nd anniversary of the Effective Date of this Agreement,
the City has awarded a contract to construct a City Facility on the City Facility Site, in which
case Owner's possibility of reverter shall automatically terminate as of the date on which the
City awards the construction contract and regardless of when construction of the City Facility
actually commences. This Article VII shall survive the expiration or early termination of this
Agreement.
ARTICLE VIII
BREACH,NOTICE AND REMEDIES
8.01 Notification of Breach. If a Party commits a breach of this Agreement, the non-
breaching Party shall give Notice to the breaching Party that describes the breach in reasonable
detail.
8.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after receipt of such Notice and shall complete the cure within
fourteen (14) calendar days from the date of commencement of the cure; however, if the breach
is not reasonably susceptible to cure by the breaching Party within such fourteen(14) day period,
the non-breaching Party shall not bring any action so long as the breaching Party has commenced
to cure the default within such fourteen (14) day period and diligently completes the work within
a reasonable time (not to exceed an additional thirty (30) days) without unreasonable cessation of
the work.
Development Agreement Page 31
8.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek any relief
available at law or in equity, including, but not limited to, an action under the Uniform
Declaratory Judgment Act, specific performance, mandamus and injunctive relief; provided,
however, that the non-breaching Party shall not be entitled to monetary damages or to terminate
this Agreement, and each Party specifically waives any right such Party has or in the future may
have to terminate this Agreement (except for the right of the City to terminate as provided in
Article VI of this Agreement). It is understood and agreed that no Party will seek or recover
actual, consequential or any other type of monetary damages or awards, including but not limited
to attorney's fees, in the event that any Party brings suit under or related to this Agreement.
Moreover, Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP,
are jointly and severally liable for the obligations of Owner when it is a breaching Party under
this Agreement, and the City may pursue its remedies for breach against any one or more of
them.
8.04 Governmental Powers; Waiver of Immunity. It is understood that by execution of
this Agreement the City does not waive or surrender any of its governmental powers, immunities
or rights, except as specifically waived pursuant to this Section 8.04. The City waives its
governmental immunity from suit and liability only as to any action brought by a Party to pursue
the remedies available under this Agreement and only to the extent necessary to pursue such
remedies. Nothing in this Section 8.04 shall waive any claims, defenses or immunities that the
City has with respect to suits against the City by persons or entities not a party to this
Agreement.
ARTICLE IX
ADDITIONAL PROVISIONS
9.01 Notice. Any notices, certifications, approvals, or other communications required
to be given by one Party to another under this Agreement (a "Notice") shall be given in writing
addressed to the Party to be notified at the address set forth below and shall be deemed given: (i)
when the Notice is delivered in person to the person to whose attention the Notice is addressed;
(ii) when received if the Notice is deposited in the United States Mail, certified or registered
mail, return receipt requested, postage prepaid; (iii) when the Notice is delivered by Federal
Express, UPS, or another nationally recognized courier service with evidence of delivery signed
by any person at the delivery address; and (iv) five business days after the Notice is sent by FAX
(with electronic confirmation by the sending FAX machine) with a confirming copy sent by
United States mail within 48 hours after the FAX is sent. If any date or period provided in this
Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the
notice shall be extended to the first business day following the Saturday, Sunday, or legal
holiday. For the purpose of giving any Notice, the addresses of the Parties are set forth below.
The Parties may change the information set forth below by sending Notice of such changes to the
other Party as provided in this Section 9.01.
Development Agreement Page 32
To the City:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Manager
FAX: (817) 392-6134
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Development Director
FAX: (817) 392-7985
To Owner:
Aperion Communities, LLLP
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
Attn: Gary Lane
FAX: (480) 951-8414
Eladio Properties, LLLP
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
Attn: Gary Lane
FAX: (480) 951-8414
Drooy Properties, LLLP
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
Attn: Gary Lane
FAX: (480) 951-8414
9.02 Assignment.
(a) By Owner to the District. Owner has the right (from time to time after the
District Confirmation Date and without the consent of the City) to assign to the District those
portions of this Agreement concerning the provision of retail water and/or wastewater service to
the Development and any Infrastructure related thereto, including any obligation, right, title, or
interest of Owner under this Agreement. Each assignment shall be in writing in the form
attached hereto as Exhibit G, shall be executed by Owner and the District and shall obligate the
District to be bound by this Agreement to the extent this Agreement applies or relates to the
obligations, rights, title, or interests being assigned. Owner shall provide a copy of each
assignment to all Parties within 15 days after execution. From and after such assignment, the
City agrees to look solely to the District for the performance of all obligations assigned to the
District and agrees that Owner shall be released from subsequently performing tinthe assigned
OFFICld i1 1( t NJ � Pae 33
Development Agreement '- g
� 1, MK.
obligations and from any liability that results from the District's failure to perform the assigned
obligations; provided, however, if a copy of the assignment is not received by the City within 15
days after execution, Owner shall not be released until the City receives such assignment. No
assignment by Owner shall release Owner from any liability resulting from an act or omission by
Owner that occurred prior to the effective date of the assignment unless the City approves the
release in writing. Owner shall maintain written records of all assignments made by Owner to
the District, including a copy of each executed assignment, and, upon written request from any
Parry or Assignee, shall provide a copy of such records to the requesting person or entity. The
District shall be considered an"Assignee" for purposes of this Agreement.
(b) By Owner to Successor Owners. Owner has the right (from time to time
without the consent of the City, but upon written Notice to the City) to assign this Agreement, in
whole or in part, and including any obligation, right, title, or interest of Owner under this
Agreement, to an Assignee that is an owner of any portion of the Development or will become
an owner of any portion of the Development within 15 days after the assignment (an
"Assignee'). Each assignment shall be in writing in the form attached hereto as Exhibit G, shall
be executed by Owner and the Assignee and shall obligate the Assignee to be bound by this
Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or
interests being assigned. Owner shall provide a copy of each assignment to all Parties within 15
days after execution. From and after such assignment, the City agrees to look solely to the
Assignee for the performance of all obligations assigned to the Assignee and agrees that Owner
shall be released from subsequently performing the assigned obligations and from any liability
that results from the Assignee's failure to perform the assigned obligations; provided, however,
if a copy of the assignment is not received by the City within 15 days after execution, Owner
shall not be released until the City receives such assignment. No assignment by Owner shall
release Owner from any liability resulting from an act or omission by Owner that occurred prior
to the effective date of the assignment unless the City approves the release in writing. Owner
shall maintain written records of all assignments made by Owner to Assignees, including a copy
of each executed assignment and the Assignee's Notice information as required by this
Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such
records to the requesting person or entity.
(c) By Owner to Non-Owners. Subject to the City's prior written approval,
Owner has the right, from time to time, to assign this Agreement, in whole or in part, and
including any obligation, right, title, or interest of Owner under this Agreement, to any person or
entity that is not an owner of any portion of the Development (a "Non-Owner Assignee'). Each
assignment shall be in writing executed by Owner and the Non-Owner Assignee in the form
attached hereto as Exhibit G and shall obligate the Non-Owner Assignee to be bound by this
Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or
interests being assigned. A copy of each assignment shall be provided to all Parties within 15
days after execution. If the City approves the Non-Owner Assignee in writing (which approval
shall not be unreasonably withheld or delayed if the Non-Owner Assignee can demonstrate, to
the reasonable satisfaction of the City, that the Non-Owner Assignee has the financial ability to
perform the assigned obligations), then the City agrees to look solely to the Non-Owner
Assignee for the performance of all obligations assigned to the Non-Owner Assignee and agrees
that Owner shall be released from subsequently performing the assigned obligations and from
any liability that results from the Non-Owner Assignee's failure to perform the assigned
Development Agreement Page 34
obligations. If the City fails or refuses to approve the Non-Owner Assignee, the assignment shall
nevertheless be effective; however, the Owner shall continue to be responsible, jointly and
severally, with the Non-Owner Assignee for the performance of all obligations assigned. No
assignment by Owner shall release Owner from any liability resulting from an act or omission by
Owner that occurred prior to the effective date of the assignment unless the City approves the
release in writing. Owner shall maintain written records of all assignments made by Owner to
Non-Owner Assignees, including a copy of each executed assignment and the Non-Owner
Assignee's Notice information as required by this Agreement, and, upon written request from
any Party or Non-Owner Assignee, shall provide a copy of such records to the requesting person
or entity.
(d) By the City. The City shall not assign this Agreement, in whole or in part,
and including any obligation, right, title, or interest of the City under this Agreement, to any
person, entity, or political subdivision without the prior written approval of Owner, which
approval shall not be unreasonably withheld or delayed.
9.03 Encumbrance by Owner and Assignees. Owner and Assignees have the right,
from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise
encumber any of their respective rights, title, or interest under this Agreement for the benefit of
their respective Lenders without the consent of, but with prompt written Notice to, the City. The
collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not,
however, obligate any Lender to perform any obligations or incur any liability under this
Agreement: (a) unless the Lender agrees in writing to perform such obligations or incur such
liability; or (b) unless the Lender becomes an Assignee pursuant to this Section 9.03. A Lender
becomes an Assignee with respect to any portion of the Development only when: (a) the Lender
holds fee simple title to such portion of the Development for more than one year; or(b) holds fee
simple title to such portion of the Development and takes any action to develop such portion of
the Development (excluding action ordinarily and customarily taken by lenders to protect the
value of unimproved land and to prepare such unimproved land for sale to prospective
purchasers). Notwithstanding the foregoing, however, this Agreement shall continue to bind the
Development and shall survive any transfer, conveyance, or assignment occasioned by the
exercise of foreclosure or other rights by a Lender, whether judicial or non judicial. Any
purchaser from or successor owner through a Lender of any portion of the Development shall be
bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement
with respect to the acquired portion of the Development until all defaults under this Agreement
with respect to the acquired portion of the Development have been cured.
9.04 Recordation and Applicability to Lot Owners. Pursuant to the requirements of
Section 212.172(c) of the Local Government Code, Owner shall record this Agreement, and all
amendments to this Agreement, in the Real Property Records of Denton County, Texas, and shall
provide a file-marked copy of the recorded Agreement to the Development Director within ten
(10) days after its execution. This Agreement shall be binding upon the Development, the
City, Owner, any Lender that has become an Assignee, and any other Assignee, and their
respective successors and assigns, Builders in accordance with Section 2.21and
Contractors in accordance with Section 3.08 for the term of this Agreement. The Parties
agree that this Agreement benefits and burdens the Development and touches and concerns the
Development. The rights and obligations under this Agreement are intended to be covenants
Development Agreement Page 35
running with the Development. Notwithstanding the foregoing, this Agreement is not binding
upon, and shall not constitute any encumbrance to title as to any Lot Owner except as follows:
during the term of this Agreement, each Lot Owner is bound by the following: (i) the applicable
definitions contained in Article I of this Agreement; (ii) the Subdivision Regulations; (iii) the
Gas Drilling Ordinance; (iv) the Building Codes; (vi) Articles II, IV, V, VI, and VII of this
Agreement; and (v) Sections 9.01, 9.04, 9.07 and 9.09 of this Agreement.
9.05 No Waiver. Any failure by a Party to insist upon strict performance by the other
Parry of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Parry shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Parry hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
9.06 Reservation of Rights and Claims. This Agreement constitutes a "permit" as
defined in Chapter 245, Texas Local Government Code, as amended, that is deemed filed with
the City on the Effective Date. Except as expressly provided in this Agreement, Owner does not,
by entering into this Agreement, waive any rights arising under Chapter 245, as amended, or
under Chapter 43 of the Local Government Code, as amended, or under any other provision of
law.
9.07 Governing Law and Venue. THIS AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO
CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY
CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE
THAT THIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY, TEXAS, AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY, TEXAS, AND HEREBY AGREE
THAT ANY SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY
DISPUTE ARISING HEREUNDER.
9.08 Performance Requirements; Force Majeure. Time is of the essence in the
performance by the Parties of their respective obligations under this Agreement. Whenever
performance is required, the Parry must use good faith and due diligence to perform and take all
necessary measures to perform, but if completion of performance is delayed by reason of acts of
God, civil commotion, terrorism, strikes, picketing, casualty, or other similar matter beyond the
reasonable control of the Party, then the time for performance will be appropriately extended by
the amount of delay so caused, and the Party so delayed shall resume full performance at the
earliest possible time.
9.09 Severability. The provisions of this Agreement are sever
any word, phrase, clause, sentence, paragraph, section, or other provision 10ie ��r
the application thereof to any person or circumstance, shall ever be hel o e ,the
invalid, illegal, or unenforceable for any reason, and the extent o s 1 or
unenforceability does not cause substantial deviation from the underlying i to •o' a as
expressed in this Agreement, then such provision shall be deemed severed eemen
Development Agreement Page 36
with respect to such person, entity or circumstance, without invalidating the remainder of this
Agreement or the application of such provision to other persons, entities or circumstances, and a
new provision shall be deemed substituted in lieu of the provision so severed which new
provision shall, to the extent possible, accomplish the intent of the Parties evidenced by the
provision so severed.
9.10 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for a Parry to perform its obligations under this Agreement, the Parties will
cooperate to amend this Agreement in such a manner that is most consistent with the original
intent of this Agreement as legally possible.
9.11 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon request of the other Parry, execute and/or exchange
any other documents necessary to effectuate the terms of this Agreement and perform any further
acts or things as the other Party may reasonably request to effectuate the terms of this
Agreement. Without limiting the foregoing, the Parties agree to substitute one or more revised
Exhibit Ds following approval of a final plat for all or any portion of the Development and to
substitute Exhibit C and Exhibit D if the Development Plan is amended pursuant to Section 2.12.
9.12 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
9.13 Amendment. This Agreement may be amended only with the written consent of
the Parties and with the approval of the City Council, except as expressly permitted herein.
9.14 Interpretation. The Parties acknowledge that each parry and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting parry shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days. Wherever required by the context, the singular shall
include the plural, and the plural shall include the singular. Each defined term herein may be
used in its singular or plural form whether or not so defined.
9.15 No Third Party Beneficiaries. This Agreement is solely for the benefit of the City
and Owner, and neither the City nor Owner intends by any provision of this Agreement to create
any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this
Agreement or otherwise upon anyone other than the City and Owner. Notwithstanding the
foregoing, the City and Owner intend that the District shall be a third-party beneficiary of this
Agreement.
9.16 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with all applicable public meeting and public notice
requirements (including, but not limited to, notices required by the Texas Open Meetings Act)
and that the individual executing this Agreement on behalf of the City has been authorized to do
so. Each Owner warrants that the execution of this Agreement is duly authorized in conformity
with the articles of incorporation, bylaws, partnership agreement or other applicable
Development Agreement Page 37
organizational documents of each Owner and that the individual executing this Agreement on
behalf of such Owner has been authorized to do so. Each Assignee or Lender who becomes a
Party to this Agreement represents and warrants that this Agreement has been approved by
appropriate action of such Assignee or Lender and that the individual executing this Agreement
on behalf of such Assignee or Lender has been authorized to do so.
9.17 Exhibits. All exhibits attached to this Agreement are incorporated as part of this
Agreement for the purposes set forth herein, as follows:
Exhibit A Map of Tradition
Exhibit B Legal description of the Development
Exhibit C Development Plan for the Development
Exhibit D Legal descriptions of 14 tracts shown on Development Plan
Exhibit E Special Regulations
Exhibit F Table of Permitted Uses
Exhibit G Assignment and Assumption Agreement
9.18 Takings Impact Assessment. Owner expressly and unconditionally waives and
releases the City from any obligation to perform a takings impact assessment under the Texas
Private Real Property Rights Act, Texas Government Code Chapter 2007, as it may apply to this
Agreement or the Development.
9.19 Conspicuous Provisions. The Parties acknowledge that the provisions of this
Agreement set out in bold, CAPITALS (or any combination thereof) satisfy the requirements for
the express negligence rule and/or are conspicuous.
9.20 Counterpart Originals. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original.
ATTEST: CI Y FORT W
By:
Marty Hendrix, City Secretary Marc Ott, A sista t City Manager
Date:
APPROVED AS TO FORM AND `
LEGALITY: coratr c� A,uthari ati®m
Assistant City Attorney Dates
D�(W ]AU RECORD
"Iff 6��IINY Page 38
Development Agreement 2, "ORTH, qty
APERION COMMUNITIES, LLLP, an
Arizona limited liability limited partnership.
By:
David P. Mamatis, General Partner
Date: /�'/&-l�S
ELADIO PROPERTIES, LLLP, an
Arizona limited liability limited partnership.
By. i
David P. aniatis, General Partner
Date: /a-/6-ate
DROOY PROPERTIES, LLLP, an
Arizona limited liability imited partnership.
By:
David P. Maniatis, General Partner
Date: /;2-/6
APPROVED BY DENTON COUNTY
COMMIS S COURT
By: t
Title: c0V-Lnf�-'j
Date: e� ms's
Development Agreement Page 39
STATE OF Tr`T" S _ __ §
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the day of ' 2005,
by Marc Ott, Assistant City Manager of the City of Fortyoftfi-,7re?xes on beh f of said City.
Notary Public, State of Texas
t Y �
Printed Name: �T/
MyC1,,0VAI5SIONEXPIRES My Commission Expires:
July 26,2,00'7
STATE OF A Iz-I Zp ADC` §
COUNTY OF j-60 §
This instrument was acknowledged before me on -'2005 by David P.
Maniatis, General Partner for Aperion Communities, LLLP, an Arizona limited liability limited
partnership, on behalf of said limited partnership. k�a
Notary Public in and for the State of A Z
Printed Name: ki M M14 nhf-/
My Commission Expires: f 0-/L/-O K
OFFICIAL SEAL
KIM MITCHELL
Notary Public State of Arizona
MARICOPA COUNTY
My Comm.Expires October 14,2008
Development Agreement 01(111U HMO Page 40
STATE OF p-1 1),2 §
COUNTY OF .mar)'01),DA- §
This instrument was acknowledged before me onhP �flr1'Ibe2�, 005, by David P.
Maniatis, General Partner for Eladio Properties, LLLP, an Arizona limited liability limited
partnership, on behalf of said limited partnership.
7
OFFICIAL SEAL -,
KIM MITCHELL Notary Public in and for the State of /-)z-
Notary
Public State of Arizona y
MARICOPA COUNTY
My Comm.Expires October 14,2008
Printed Name: n i'79J �Ph zo L
My Commission Expires: 1Q-)q- Q'9
STATE OF 1 7 §
COUNTY OF YY)a t §
This instrument was acknowledged before me on -1,)ec. Ile, 2005, by David P.
Maniatis, General Partner for DROOY Properties, LLLP, an Arizona limited liability limited
partnership, on behalf of said limited partnership.
OFFICIAL SEAL
KIM MITCHELL
Notary Public-State of Arizona Notary Public in and for the State of
MARICOPA COUNTY
.a . My Comm.Expires October 14,2008
Printed Name: k//i zia_ j-1617-e 1
My Commission Expires: ZQ:Z! /_-OZ-
Ceti WCIRAV
Development Agreement Page 41
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me, on the Oday of �ece,,.he , 2005,
by Maar.., 166,,. C. +'l J &fie of Denton County, Texas, on behalf of
said Count—y
Notary Pub ic, Statepf�Texa
Printed Name:
My CorAmission Expires:----------------------
J
T E REECE
l4ot0ry Pudic
fffft OF TEXAS
`� ,;. (qfy,G,t>dP411,ftp.04117/2008
Development Agreement Page 42
Exhibit A
Depiction of the Development and Tradition
Exhibit A to
Development Agreement Page 1
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Exhibit B
Legal Description of the Development
BEING a 431.303 acre tract of land comprised of two separate tracts of land in the G. Cardinas
Survey, Abstract No. 214, situated in Denton County, Texas and being a combination of that
tract conveyed to Alliance 161 Investments by deed recorded in Volume 2778, Page 958 of the
Real Property Records of Denton County, Texas (RPRDCT), a portion of those tracts conveyed
to Aperion Communities, L.L.L.P. by deed recorded under County Clerk's File No. 2004-11913
RPRDCT (Aperion Tract One-A and Aperion Tract One-B) and a portion of that tract conveyed
to Nancy Talley Reynolds, et al, by deed recorded in Volume 2301, Page 223 RPRDCT and
being more particularly described as follows:
TRACT ONE
BEGINNING at a capped 5/8" iron pin found, said iron pin also being on the north right-of-way
line of State Highway No. 114, said iron pin also being on the west line of said Alliance 161
Investments tract, said iron pin also being on the east line of a tract conveyed to Betty Marie
McIntyre, et al,by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N 00032'36" W along the west line of said Alliance 161 Investments tract and the east
line of said McIntyre, et al, tract recorded in Volume 2906, Page 363 RPRDCT, a distance of
3701.24 feet to a 3/8" iron pin found;
THENCE N 8903959" E along the north line of said Alliance 161 Investments tract and the east
line of said McIntyre, et al, tract recorded in Volume 2906, Page 363 RPRDCT, a distance of
1826.89 feet to a 1/2" iron pin found, said iron pin also being on the west line of said Aperion
Tract One-A;
THENCE N 00022'44" W along the east line of said McIntyre, et al, tract recorded in Volume
2906, Page 363 RPRDCT, and the west line of said Aperion Tract One-A, a distance of 1294.80
feet to a capped 1/2" iron pin set;
THENCE S 86014'27" E, a distance of 222.13 feet to a capped 1/2" iron pin set;
THENCE S 5203422" E, a distance of 867.86 feet to a capped 1/2" iron pin set;
THENCE S 44°08'03" E, a distance of 999.82 feet to a capped 1/2" iron pin set;
THENCE S 6505836" E, a distance of 1029.92 feet to a capped 1/2" iron pin set;
THENCE N 90000'00" E, a distance of 773.31 feet to a capped 1/2" iron pin set; said capped 1/2"
iron pin set also being on the east line of said Aperion Tract One-A and the west line of that tract
conveyed to Ferbro Investments, LLC by deed recorded under County Clerk's File No. 97-
0003605 RPRDCT;
THENCE S 00007'20" E along the east line of said Aperion Tract One-A and the west line of
Exhibit B to
Development Agreement Page 1
said Ferbro Investments tract, a distance of 857.55 feet to a 1/2" iron pin found, said iron pin
being on the northwesterly line of a tract conveyed to The Atchison, Topeka and Santa Fe
Railway Company by deed recorded under County Clerk's File No. 93-R0020408 RPRDCT;
THENCE S 44023'02" W along the east line of said Aperion Tract One-A and the northwesterly
line of said Atchison, Topeka and Santa Fe Railway Company tract a distance of 2256.14 feet to
a 5/8" iron pin found;
THENCE N 47°15'51" W along the east line of said Aperion Tract One-A and the northwesterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 24.73 feet to a
5/8" iron pin found;
THENCE S 44027'42" W along the east line of said Aperion Tract One-A and the northwesterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 1121.43 feet to
a brass monument in concrete found, said brass monument also being on the said north right-of-
way line of State Highway No. 114;
THENCE S 89047'36" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No. 114, a distance of 286.33 feet to a brass monument in concrete
found;
THENCE S 84030'09" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No. 114, a distance of 703.04 feet to a brass monument in concrete
found;
THENCE S 89048'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No. 114, a distance of 1249.97 feet to a capped 1/2" iron pin set;
THENCE N 00°11'12" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No. 114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89°48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No. 114, a distance of 25 0.00 feet to a capped 1/2" iron pin set;
THENCE S 0001112"12" E along the south line of said Aperion Tract One-A and the north right-of-
way line of State Highway No. 114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89048'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No. 114, a distance of 238.28 feet to the Point of Beginning and
containing 16,728,840 square feet or 384.041 acres of land, more or less.
Exhibit Bto �'� �li�� � � Page2
Development Agreement
1
TRACT 2
BEGINNING at a brass monument in concrete found, said brass monument also being on the
south line of said Aperion Tract One-B, said brass monument also being on the north right-of-
way line of State Highway No. 114, said brass monument also being on the west line of a tract
conveyed to Ferbro Investments by deed recorded under County Clerk's File No. 97-0003605
RPRDCT
THENCE S 89046'48" W along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No. 114, a distance of 1072.97 feet to a brass monument in
concrete found;
THENCE N 86029'44" W along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No. 114, a distance of 900.20 feet to a brass monument in concrete
found, said brass monument also being on the southeasterly line of a tract conveyed to The
Atchison, Topeka and Santa Fe Railway Company by deed recorded under County Clerk's File
No. 93-R0020408 RPRDCT;
THENCE N 44°26'31" E along the west line of said Aperion Tract One-B and the southeasterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 2809.53 feet to
a 5/8" iron pin found, said iron pin also being on the west line of said Ferbro Investments tract;
THENCE S 0000709" E along the east line of said Aperion Tract One-B and the west line of
said Ferbro Investments tract, a distance of 2056.80 feet to the Point of Beginning and containing
2,058,725 square feet or 47.262 acres of land, more or less.
Exhibit B to Page 3
Development Agreement
Exhibit C
Development Plan
Exhibit C to Page 1
Development Agreement
Exhibit C
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Exhibit D
Legal Description of 14 Tracts
Tract 1
BEING a 12.245 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT), and being more particularly described as follows:
BEGINNING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al,by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 534.24 feet to a point;
THENCE N 89E27'24" E, a distance of 337.96 feet to a point;
THENCE N OOE32'36" W, a distance of 409.30 feet to a point;
THENCE N 88E27'04" E, a distance of 110.71 feet to a point, said point also being the Point of
Curvature of a circular curve to the right having a radius of 400.00 feet, a central angle of
26E50'42" and being subtended by a chord which bears S 78EO7'35" E, 185.70 feet;
THENCE along said curve to the right, a distance of 187.41 feet to a point;
THENCE S 64E42'14" E tangent to said curve, a distance of 147.91 feet to a point, said point
also being the Point of Curvature of a non-tangent circular curve to the left having a radius of
1255.00 feet, a central angle of 15E55'19" and being subtended by a chord which bears S
07E25'03" W, 347.63 feet;
THENCE along said curve to the left, a distance of 348.75 feet to a point;
THENCE S OOE32'36" E tangent to said curve, a distance of 501.25 feet to a point, said point
also being on the said proposed north right-of-way line of State Highway No.114;
THENCE S 89E48'48" W along the said proposed north right-of-way line of State Highway
No.114, a distance of 226.72 feet to a capped 1/2" iron pin set;
THENCE N OOE 11'12" W along the said proposed north right-of-way line of State Highway
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89E48'48" W along the said proposed north right-of-way line of State Highway No.
114 , a distance of 250.00 feet to a capped 1/2" iron pin set;
Exhibit D to
Development Agreement Page 1
THENCE S OOE11'12" E along the said proposed north right-of-way line of State Highway
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89E48'48" W along the said proposed north right-of-way line of State Highway
No.114, a distance of 238.28 feet to the Point of Beginning and containing 533,394 square feet or
12.245 acres of land, more or less.
Tract 2
BEING a 11.302 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT), and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al, by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 534.24 feet to the Point of Beginning of the
herein described tract;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 745.61 feet to a point;
THENCE N 89E27'24" E, a distance of 58.46 feet to a point;
THENCE N 60E49'43" E, a distance of 68.36 feet to a point;
THENCE N 89E27'24" E, a distance of 217.00 feet to a point;
THENCE N OOE32'36" W, a distance of 135.00 feet to a point;
THENCE N 89E27'24" E, a distance of 32.60 feet to a point, said point also being the Point of
Curvature of a circular curve to the right having a radius of 470.00 feet, a central angle of
34E06'03" and being subtended by a chord which bears S 73E29'35" E, 275.62 feet;
THENCE along said curve to the right, a distance of 279.73 feet to a point;
THENCE S 56E26'33" E tangent to said curve, a distance of 341.40 feet to a point, said point
also being the Point of Curvature of a non-tangent circular curve to the left having a radius of
1255.00 feet, a central angle of 16E48'33" and being subtended by a chord which bears S
23E46'59" W, 366.87 feet;
Exhibit D to
Development Ageement Page 2
CITY �a' C.?
ff
THENCE along said curve to the left, a distance of 368.19 feet to a point;
THENCE N 64E42'14" W, a distance of 147.91 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 400.00 feet, a central angle of
26E50'42" and being subtended by a chord which bears N 78E07'35" W, 185.70feet;
THENCE along said curve to the left, a distance of 187.41 feet to a point;
THENCE S 88E27'04" W tangent to said curve, a distance of 110.71 feet to a point;
THENCE S OOE32'36" E, a distance of 409.30 feet to a point;
THENCE S 89E27'24" W, a distance of 337.96 feet to the Point of Beginning and containing
492,326 square feet or 11.302 acres of land,more or less.
Tract 3
BEING a 30.414 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by deed
recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al,by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.l 14, a distance of 238.28 feet to a capped 1/2" iron pin set;
THENCE N 00ElI'12" W along the said proposed north right-of-way line of State Highway
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.114 , a distance of 250.00 feet to a capped 1/2" iron pin set;
THENCE S OOE11'12" E along the said proposed north right-of-way line of State Highway
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE N 89E4848" E along the said proposed north right-of-way line of State Highway
No.114, a distance of 226.72 feet to the Point of Beginning of the herein described tract;
THENCE N OOE32'36" W departing the said proposed north right-of-way line of State Highway
No.114, a distance of 501.25 feet to a point, said point also being the Point of Curvature of a
Exhibit D to
Development Agreement Page 3
circular curve to the right having a radius of 1255.00 feet, a central angle of 44E4P36" and being
subtended by a chord which bears N 21E48'12" E , 954.33 feet;
THENCE along said curve to the right, a distance of 978.96 feet to a point;
THENCE N 44E09'00" E tangent to said curve, a distance of 440.50 feet to a point;
THENCE S 45E51'00" E, a distance of 173.53 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 122.50 feet, a central angle of
44E35'59" and being subtended by a chord which bears S 68E08'59" E , 92.97feet;
THENCE along said curve to the left, a distance of 95.36 feet to a point;
THENCE N 89E33'01" E tangent to said curve, a distance of 276.39 feet to a point;
THENCE S OOE26'59" E, a distance of 768.50 feet to a point;
THENCE S 89E33'O1" W, a distance of 208.99 feet to a point;
THENCE N 42E37'00" W, a distance of 35.75 feet to a point;
THENCE S 89E33'01" W, a distance of 92.01 feet to a point;
THENCE S OOE26'59" E, a distance of 476.50 feet to a point;
THENCE S 89E33'01" W, a distance of 140.19 feet to a point;
THENCE S OOE24'36" E, a distance of 50.00 feet to a point;
THENCE S 89E33'O1" W, a distance of 60.58 feet to a point;
THENCE S OOE32'36" E, a distance of 275.42 feet to a point, said point also being on the
proposed north right-of-way line of State Highway No. 114;
THENCE S 89E48'48" W along the said proposed north right-of-way line of State Highway
No.114, a distance of 630.48 feet to the Point of Beginning and containing 1,324,829 square feet
or 30.414 acres of land, more or less.
Tract 4
BEING a 4.207 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by deed
recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
Exhibit D to
Development Agreement Page 4
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al,by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 1692.60 feet to a point; THENCE N
89E27'24" E departing the said west line of said Alliance 161 Investments tract and the said east
line of said McIntyre tract, a distance of 1387.64 feet to the Point of Beginning of the herein
described tract;
THENCE N 44E09'00" E, a distance of 692.11 feet to a point;
THENCE S OOE26'59" E, a distance of 649.92 feet to a point;
THENCE S 89E33'01" W, a distance of 276.39 feet to a point; said point also being the Point of
Curvature of a circular curve to the right having a radius of 122.50 feet, a central angle of
44E35'59" and being subtended by a chord which bears N 68E08'59" W, 92.97 feet;
THENCE along said curve to the right, a distance of 95.36 feet to a point;
THENCE N 45E51'00" W tangent to said curve, a distance of 173.53 feet to the Point of
Beginning and containing 183,265 square feet or 4.207 acres of land, more or less.
Tract 5
BEING a 18.269 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT), and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al, by deed recorded in Volume 2906,Page 363 RPRDCT;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.l 14, a distance of 238.28 feet to a capped 1/2" iron pin set;
THENCE N 00Ell'12" W along the said proposed north right-of-way line of State Highway
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.114 , a distance of 250.00 feet to a capped 1/2" iron pin set;
THENCE S OOE11'12" E along the said proposed north right-of-way line of State Highway
Exhibit D to
Development Agreement Page 5
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.114, a distance of 226.72 feet to a point;
THENCE N OOE32'36" W departing the said proposed north right-of-way line of State Highway
No.114, a distance of 501.25 feet to a point, said point also being the Point of Curvature of a
circular curve to the right having a radius of 1255.00 feet, a central angle of 32E43'52" and being
subtended by a chord which bears N 15E49'20" E , 707.23 feet;
THENCE along said curve to the right, a distance of 716.94 feet to the Point of Beginning of the
herein described tract;
THENCE N 56E26'33" W, a distance of 341.40 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 470.00 feet, a central angle of
34E06'03" and being subtended by a chord which bears N 73E2935" W, 275.62 feet;
THENCE along said curve to the left, a distance of 279.73 feet to a point;
THENCE S 89E27'24" W tangent to said curve, a distance of 32.60 feet to a point;
THENCE N OOE32'36" W, a distance of 537.12 feet to a point, said point also being the Point of
Curvature of a circular curve to the right having a radius of 668.00 feet, a central angle of
45E28'14" and being subtended by a chord which bears N 22E11'31" E, 516.33 feet;
THENCE along said curve to the right, a distance of 530.13 feet to a point;
THENCE N 43E51'21" E, a distance of 53.48 feet to a point;
THENCE S 45E51'00" E, a distance of 1146.77 feet to a point;
THENCE S 44E09'00" W, a distance of 440.50 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 1255.00 feet, a central angle of
11E57'44" and being subtended by a chord which bears S 38E10'08" W, 261.54 feet;
THENCE along said curve to the left, a distance of 262.02 feet to the Point of Beginning and
containing 795,805 square feet or 18.269 acres of land, more or less.
Tract 6
BEING a 20.871 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT), and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
Exhibit D to
Development Agreement Page 6
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al, by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 1279.85 feet to the Point of Beginning of the
herein described tract;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 2122.47 feet to a point;
THENCE S 67E39'31" E, a distance of 130.13 feet to a point;
THENCE S 45E05'09" E, a distance of 646.65 feet to a point;
THENCE N 44E55'38" E, a distance of 160.00 feet to a point;
THENCE S 45E04'22" E, a distance of 278.50 feet to a point;
THENCE S 44E48'36" W, a distance of 488.90 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 668.00 feet, a central angle of
45E28'14" and being subtended by a chord which bears S 22E1 F31" W, 516.33 feet;
THENCE along said curve to the left, a distance of 530.13 feet to a point;
THENCE S OOE32'36" E tangent to said curve, a distance of 672.12 feet to a point;
THENCE S 89E27'24" W, a distance of 217.00 feet to a point;
THENCE S 60E49'43" W, a distance of 68.36 feet to a point;
THENCE S 89E27'24" W, a distance of 58.46 feet to the Point of Beginning and containing
909,134 square feet or 20.871 acres of land, more or less.
Tract 7
BEING a 17.770 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by deed
recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al, by deed recorded in Volume 2906, Page 363 RPRDCT;
Exhibit D to
Development Agreement Page 7
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 1692.60 feet to a point;
THENCE N 89E27'24" E departing the said west line of said Alliance 161 Investments tract and
the said east line of said McIntyre tract, a distance of 1387.64 feet to the Point of Beginning of
the herein described tract;
THENCE N 45E51'00" W, a distance of 1146.77 feet to a point;
THENCE N 44E55'38" E, a distance of 677.98 feet to a point;
THENCE S 45E49'44" E, a distance of 113 7.5 8 feet to a point;
THENCE S 44E09'00" W, a distance of 677.50 feet to the Point of Beginning and containing
774,062 square feet or 17.770 acres of land, more or less.
Tract 8
BEING a 36.870 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by deed
recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al, by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 3402.32 feet to the Point of Beginning of the
herein described tract;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 298.92 feet to a 1/2" iron pin found;
THENCE N 89E39'59" E along the north line of said Alliance 161 Investments tract and a south
line of said McIntyre tract, a distance of 1876.89 feet to a point;
THENCE S OOE26'59" E, a distance of 1509.76 feet to a point;
THENCE S 44E09'00" W, a distance of 14.61 feet to a point;
THENCE N 45E49'44" W, a distance of 1137.58 feet to a point;
Exhibit D to
Development Agreement
IC
Page 8
THENCE S 44E55'38" W, a distance of 242.56 feet to a point;
THENCE N 45E04'22" W, a distance of 278.50 feet to a point;
THENCE S 44E55'38" W, a distance of 160.00 feet to a point;
THENCE N 45E05'09" W, a distance of 646.65 feet to a point;
THENCE N 67E39'31" W, a distance of 130.13 feet to the Point of Beginning and containing
1,606,055 square feet or 36.870 acres of land,more or less.
Tract 9
BEING a 15.160 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Nancy Talley Reynolds, et
al, by deed recorded in Volume 2301, Page 223 of the Real Property Records of Denton County,
Texas (RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by
deed recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of that tract
conveyed to Alliance 161 Investments by deed recorded in Volume 2778, Page 958 RPRDCT,
said iron pin also being on the east line of a tract conveyed to Betty Marie McIntyre, et al, by
deed recorded in Volume 2906,Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 2184.61 feet to a point;
THENCE N 89E27'24" E departing the said west line of said Alliance 161 Investments tract and
the said east line of said McIntyre tract, a distance of 1874.41 feet to the Point of Beginning of
the herein described tract;
THENCE N OOE26'59" W, a distance of 1355.71 feet to a point, said point also being the Point
of Curvature of a non-tangent circular curve to the right having a radius of 720.00 feet, a central
angle of 4E05'21" and being subtended by a chord which bears N 87E34'36" E, 51.37 feet;
THENCE along said curve to the right, a distance of 51.39 feet to a point;
THENCE N 89E37'16" E tangent to said curve, a distance of 685.93 feet to a point, said point
also being the Point of Curvature of a non-tangent circular curve to the right having a radius of
1800.00 feet, a central angle of 40E19'11" and being subtended by a chord which bears S
23E59'25" W, 1240.70 feet;
THENCE along said curve to the right, a distance of 1266.68 feet to a point;
Exhibit D to
Development Agreement Page 9
THENCE S 44E09'00" W tangent to said curve, a distance of 318.95 feet to the Point of
Beginning and containing 660,385 square feet or 15.160 acres of land, more or less.
Tract 10
BEING a 23.220 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Nancy Talley Reynolds, et
al, by deed recorded in Volume 2301, Page 223 of the Real Property Records of Denton County,
Texas (RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by
deed recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of that tract
conveyed to Alliance 161 Investments by deed recorded in Volume 2778, Page 958 RPRDCT,
said iron pin also being on the east line of a tract conveyed to Betty Marie McIntyre, et al, by
deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 3701.24 feet; THENCE N 89E39'48" E along
the north line of said Alliance 161 Investments tract and a south line of said McIntyre tract, a
distance of 1826.89 feet to the Point of Beginning of the herein described tract;
THENCE N OOE22'44" W, a distance of 1294.80 feet to a point;
THENCE S 86E14'27" E, a distance of 222.13 feet to a point;
THENCE S 52E34'22" E, a distance of 797.46 feet to a point, said point also being the Point of
Curvature of a non-tangent circular curve to the left having a radius of 1565.00 feet, a central
angle of 15E36'58" and being subtended by a chord which bears S 07E32'15" W, 425.23 feet;
THENCE along said curve to the left, a distance of 426.55 feet to a point;
THENCE S OOE1614" E tangent to said curve, a distance of 392.30 feet to a point, said point
also being the Point of Curvature of a circular curve to the right having a radius of 1800.00 feet,
a central angle of 4E06'03" and being subtended by a chord which bears S O1E46'48" W, 128.81
feet;
THENCE along said curve to the right, a distance of 128.84 feet to a point;
THENCE S 89E37'16" W, a distance of 685.93 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 720.00 feet, a central angle of
4E05'21" and being subtended by a chord which bears S 87E34'36" W, 51.37 feet;
THENCE along said curve to the left, a distance of 51.39 feet;
Exhibit D to Page 10
Development Agreement
THENCE N OOE26'59" W, a distance of 154.05 feet to a point;
THENCE S 89E39'59" W, a distance of 50.00 feet to the Point of Beginning and containing
1,011,458 square feet or 23.220 acres of land,more or less.
Tract 11
BEING a 60.972 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Nancy Talley Reynolds, et
al, by deed recorded in Volume 2301, Page 223 of the Real Property Records of Denton County,
Texas (RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by
deed recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of that tract
conveyed to Alliance 161 Investments by deed recorded in Volume 2778, Page 958 RPRDCT,
said iron pin also being on the east line of a tract conveyed to Betty Marie McIntyre, et al, by
deed recorded in Volume 2906,Page 363 RPRDCT;
THENCE N OOE32'36" W along the said west line of said Alliance 161 Investments tract and the
said east line of said McIntyre tract, a distance of 2484.76 feet to a point;
THENCE N 89E27'24" E departing the said west line of said Alliance 161 Investments tract and
the said east line of said McIntyre tract, a distance of 2167.41 feet to the Point of Beginning of
the herein described tract, said Point of Beginning also being the Point of Curvature of a circular
curve to the left having a radius of 1800.00 feet, a central angle of 41E13'12" and being
subtended by a chord which bears N 20E20'22" E, 1267.22 feet;
THENCE along said curve to the left, a distance of 1294.97 feet to a point;
THENCE N OOE16'14" W tangent to said curve, a distance of 3 92.3 0 feet to a point, said point
also being the Point of Curvature of a circular curve to the right having a radius of 1565.00 feet,
a central angle of 15E3 6 58" and being subtended by a chord which bears N 07E32'15" E, 425.23
feet;
THENCE along said curve to the right, a distance of 426.55 feet to a point;
THENCE S 52E34'22" E, a distance of 70.40 feet to a point;
THENCE S 44E08'03" E, a distance of 999.82 feet to a point;
THENCE S 65E58'36" E, a distance of 455.31 feet to a point;
THENCE S 44E23'02" W, a distance of 1146.43 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 222.50 feet, a central angle of
Exhibit D to Page 11
Development Agreement
7E35'19" and being subtended by a chord which bears S 40E35'22" W, 29.45 feet;
THENCE along said curve to the left, a distance of 29.47 feet to a point;
THENCE S 45E32'18" E, a distance of 560.55 feet to a point;
THENCE S 44E23'02" W, a distance of 147.72 feet to a point;
THENCE S 45E36'58" E, a distance of 165.03 feet to a point;
THENCE N 44E27'42" E, a distance of 608.50 feet to a point;
THENCE S 45E32'18" E, a distance of 964.15 feet to a point;
THENCE S 44E23'02" W, a distance of 607.74 feet to a point;
THENCE N 45E36'58" W, a distance of 562.54 feet to a point;
THENCE S 44E27'42" W, a distance of 157.50 feet to a point;
THENCE N 45E32'18" W, a distance of 402.44 feet to a point;
THENCE S 44E27'42" W, a distance of 152.50 feet to a point;
THENCE N 45E32'18" W, a distance of 107.50 feet to a point;
THENCE S 44E27'42" W, a distance of 285.00 feet to a point;
THENCE N 45E32'1 8" W, a distance of 1068.41 feet to the Point of Beginning and containing
2,655,946 square feet or 60.972 acres of land, more or less.
Tract 12
BEING a 49.290 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Nancy Talley Reynolds, et
al, by deed recorded in Volume 2301, Page 223 of the Real Property Records of Denton County,
Texas (RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by
deed recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of that tract
conveyed to Alliance 161 Investments by deed recorded in Volume 2778, Page 958 RPRDCT,
said iron pin also being on the east line of a tract conveyed to Betty Marie McIntyre, et al, by
deed recorded in Volume 2906, Page 363 RPRDCT; THENCE N OOE32'36" W along the said
west line of said Alliance 161 Investments tract and the said east line of said McIntyre tract, a
Exhibit D to Page 12
Development Agreement
distance of 1822.30 feet to a point; THENCE N 89E27'24" E departing the said west line of said
Alliance 161 Investments tract and the said east line of said McIntyre tract, a distance of 4531.61
feet to a point on the westerly right-of-way line of the Atchison, Topeka and Santa Fe Railway
Company, said point also being the Point of Beginning of the herein described tract;
THENCE N 45E32'18" W, a distance of 964.15 feet to a point;
THENCE S 44E27'42" W, a distance of 608.50 feet to a point;
THENCE N 45E36'58" W, a distance of 165.03 feet to a point;
THENCE N 44E23'02" E, a distance of 147.72 feet to a point;
THENCE N 45E32'18" W, a distance of 560.55 feet to a point, said point also being the Point of
Curvature of a circular curve to the right having a radius of 222.50 feet, a central angle of
7E35'19" and being subtended by a chord which bears N 40E35'22" E, 29.45 feet;
THENCE along said curve to the right, a distance of 29.47 feet to a point;
THENCE N 44E23'02" E tangent to said curve, a distance of 1146.43 feet to a point;
THENCE S 65E58'36" E, a distance of 574.61 feet to a point;
THENCE S 90E00'00" E, a distance of 773.31 feet to a point;
THENCE S OOE07'20" E, a distance of 857.55 feet to a point;
THENCE S 44E23'02" W, a distance of 846.34 feet to the Point of Beginning and containing
2,147,059 square feet or 49.290 acres of land, more or less.
Tract 13
BEING a 83.456 acre tract of land in the G. Cardinas Survey, Abstract No. 214, situated in
Denton County, Texas and being a portion of that tract conveyed to Alliance 161 Investments by
deed recorded in Volume 2778, Page 958 of the Real Property Records of Denton County, Texas
(RPRDCT) and a portion of those tracts conveyed to Aperion Communities, L.L.L.P. by deed
recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract One-A and
Aperion Tract One-B) and being more particularly described as follows:
COMMENCING at a capped 5/8" iron pin found, said iron pin also being on the proposed north
right-of-way line of State Highway No. 114, said iron pin also being on the west line of said
Alliance 161 Investments tract, said iron pin also being on the east line of a tract conveyed to
Betty Marie McIntyre, et al,by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.114, a distance of 238.28 feet to a capped 1/2" iron pin set;
Exhibit D to
Development Agreement Page 13
THENCE N OOE11'12" W along the said proposed north right-of-way line of State Highway
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.114 , a distance of 250.00 feet to a capped 1/2" iron pin set;
THENCE S OOE11'12" E along the said proposed north right-of-way line of State Highway
No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE N 89E48'48" E along the said proposed north right-of-way line of State Highway
No.114, a distance of 857.21 feet to the Point of Beginning of the herein described tract;
THENCE N OOE32'36" W, a distance of 275.42 feet to a point;
THENCE N 89E3TO1" E, a distance of 60.58 feet to a point;
THENCE N OOE24'36" W, a distance of 50.00 feet to a point;
THENCE N 89E3TO1" E, a distance of 140.19 feet to a point;
THENCE N OOE26'59" W, a distance of 476.50 feet to a point;
THENCE N 89E33'O1" E, a distance of 92.01 feet to a point;
THENCE S 42E37'00" E, a distance of 35.75 feet to a point;
THENCE N 89E33'01" E, a distance of 208.99 feet to a point;
THENCE N OOE26'59" W, a distance of 1418.42 feet to a point;
THENCE N 44EO9'00" E, a distance of 318.95 feet to a point, said point also being the Point of
Curvature of a circular curve to the left having a radius of 1800.00 feet, a central angle of
3E12'02" and being subtended by a chord which bears N 42E32'59" E, 100.53 feet;
THENCE along said curve to the left, a distance of 100.55 feet to a point;
THENCE S 45E32'18" E, a distance of 1068.41 feet to a point;
THENCE N 44E27'42" E, a distance of 285.00 feet to a point;
THENCE S 45E32'18" E, a distance of 107.50 feet to a point;
THENCE N 44E27'42" E, a distance of 152.50 feet to a point;
THENCE S 45E32'18" E, a distance of 402.44 feet to a point;
Exhibit D to
Development Agreement Page 14
THENCE N 44E27'42" E, a distance of 157.50 feet to a point;
THENCE S 45E36'58" E, a distance of 562.54 feet to a point;
THENCE S 44E23'02" W, a distance of 802.06 feet to a point;
THENCE N 47E15'51" W, a distance of 24.73 feet to a point;
THENCE S 44E27'42" W, a distance of 1121.43 feet to a point;
THENCE S 89E47'36" W, a distance of 286.33 feet to a point;
THENCE S 84E30'09" W, a distance of 703.04 feet to a point;
THENCE S 89E48'48" W, a distance of 392.76 feet to the Point of Beginning and containing
3,635,339 square feet or 83.456 acres of land, more or less.
Tract 14
BEING Tract 2 of those tracts conveyed to Aperion Communities, L.L.L.P. by deed recorded
under County Clerk's File No. 2004-11913 of the Real Property Records of Denton County,
Texas (RPRDCT) and being more particularly described as follows:
BEGINNING at a brass monument in concrete found, said brass monument also being on the
south line of said Aperion Tract 2, said brass monument also being on the north right-of-way line
of State Highway No. 114, said brass monument also being on the west line of a tract conveyed
to Ferbro Investments by deed recorded under County Clerk's File No. 97-0003605 RPRDCT;
THENCE S 89E46'48" W along the south line of said Aperion Tract 2 and the north right-of-way
line of State Highway No.114, a distance of 1072.97 feet to a brass monument in concrete found;
THENCE N 86E29'44" W along the south line of said Aperion Tract 2 and the north right-of-
way line of State Highway No.114, a distance of 900.20 feet to a brass monument in concrete
found, said brass monument also being on the southeasterly line of a tract conveyed to The
Atchison, Topeka and Santa Fe Railway Company by deed recorded under County Clerk's File
No. 93-ROO20408 RPRDCT;
THENCE N 44E26'31" E along the west line of said Aperion Tract 2 and the southeasterly line
of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 2809.53 feet to a
5/8" iron pin found, said iron pin also being on the west line of said Ferbro Investments tract;
THENCE S OOE07'09" E along the east line of said Aperion Tract 2 and the west line of said
Ferbro Investments tract, a distance of 2056.80 feet to the Point of Beginning and containing
2,058,725 square feet or 47.262 acres of land, more or less.
Exhibit D to
Development Agreement � i2K �j,n� Page 15
0 6 -^urs Ilan!
Exhibit E
Special Regulations
A. Street, Right-of-Way, and Sidewalk Widths
1. Any portion of a local residential street that abuts a park with an area of .5 acre or greater
shall be a 29-foot back-to-back section in a 42-foot right-of-way. Twenty (20) feet
adjacent to the right-of-way shall be reserved for a sidewalk within a public access
easement. The 7 feet of park area immediately adjacent to the right-of-way shall be
reserved for a utility easement. The sidewalk in the park area may be meandering or
linear. Where'sidewalks abut residential lots, sidewalks shall be physically connected in
accordance with the Americans with Disabilities Act. On all residential lots across from
park areas subject to this section, a 4-foot wide sidewalk shall be located within a 13-foot
wide parkway and shall be separated from the property line by 3 feet.
2. Local residential streets or any portion thereof that are not subject to A(1) shall be a 29-
foot back-to-back section, with a pair of 4-foot wide sidewalks separated from the
property line by 3 feet within a 13-foot wide parkway, all located in a 55-foot right-of-
way. No encroachments shall be allowed in the right-of-way between the sidewalk and
property line.
3. Collector residential streets shall be a 37-foot back-to-back section, with a pair of 5-foot
wide sidewalks separated from the street by 10-foot wide parkways. All.will be located
in a 67-foot right-of-way.
4. Minor arterial streets shall contain two 28-foot back-to-back sections, divided by a 51-
foot median, with a 9-foot wide parkway all located within a 125-foot right-of-way. An
8-foot wide sidewalk shall meander within a 22.5-foot landscape buffer and public access
easement that is adjacent to either side of the 125-foot right-of-way.
5. Alleys shall be 12 feet wide and centered within a 15-foot right-of-way, except that those
alleys located adjacent to townhomes or commercial lots that require no minimum rear
yard setback shall be 18 feet wide within a 20-foot right-of-way.
6. All other streets shall be constructed in accordance with the requirements of the City of
Fort Worth.
B. Block Length ,
1. The minimum block length shall be 300 feet.
2. The maximum block length shall be 1,320 feet.
C. Minimum Street Centerline Off-Sets
The minimum street centerline off-set shall be 100 feet for a street that: (1) is located
within a right-of-way that is 67 feet wide or less; and (2) is adjacent to a park with an
area of at least .5 acre but less than 3 acres. For all other internal residential streets a
Exhibit E to
Development Agreement Page i
minimum 125-foot centerline off-set shall be required. For all streets connecting to a
right-of-way greater than 67 feet a street centerline off-set of 150-feet shall be required.
Exhibit E to Page 2
Development Agreement
Exhibit F
Table of Permitted Uses
C T M C O
0 o i 0 n
M w z m e
M n e m
e h d u F
r o - n a
C u U i m
i s s t i
a e e Y 1
USES 1 F Y
C a
1 e
U i
S 1
t
e t
r i
e
S
RESIDENTIAL USES
Cluster housing P P
Multifamily dwelling(apartment) P
One dwelling unit when part of a business P
One-family attached dwelling(townhouse,townhouse) P P
One-family detached dwelling P P P
PUBLIC AND CIVIC USES
Ambulance dispatch station P P P
Assisted living facility P P
Blood bank P P
Care facility P P P
Center,community recreation or welfare,government operated or P P P P P
controlled
Center,community recreation or welfare,private or non-profit P P P P
College or university i P P
Country club (private) P P P P P
Day care center(6 or more children or adults) P P P
Electric power substation P P P
Golf course P P P P P
Golf driving range P P P P
Government maintenance facility P
Exhibit to �1 '�'ll 11C�lvINJ Page 1
Development Agreement
C T- M C O
U o i o n
M w x m e
M n e m -
e_ h d n F
ro n a
C u U i m
i s s t
a e e Y i
USES i / F Y
C a
l c
U i
S
t i
e t
r i
e
s
Government office facility P P P P P
Health services facility; including doctor's office or medical clinic P
P P P
Hospice P P P P
Hospital P P P
Kindergarten P P P
Museum,library, or fine arts center,government operated or P P P P P
controlled
Neighborhood recreation center P P P P
Nursing home(with full medical services) P P P
Park or playground P P P P
Place of worship P P P P P
School,elementary or secondary(public or private) P P P P P
Stealth telecommunication towers P P
Telecommunication antenna(on structure) P P P P P
Water supply,treatment or storage facility P P P P P
TEMPORARY USES
Batch plant,concrete or asphalt(temporary) PP P P P
Garage or other occasional sale
P P P
Model home P P P
Trailer,(portable)used for sales,construction or storage P P P P P
COMMERCIAL USES
Amusement,indoor P P
Amusement, outdoor P P
Exhibit F to Page Z
Development Agreement
C T M C O
0 o i o n
M w x m e
M n e m -
e h d u F
r o n a
C u U i m
i s s t i
a e e y I
USES I / F Y
C a
I e
U i
s I
t i
e t
r i
e
S_
Antique shop P P
Appliance, sales,supply or repair P P
Auto parts supply,retail P P
Automotive repair,paint and body shop P
Bakery P P
Bank,financial institution P P
Bar,tavern,cocktail lounge,club P P
Barber or beauty shop P P
Baseball/softball facility(commercial) P
Boat rental or sales P
Book,stationary stores or newsstand P P
Bowling alley P
Burglar alarm sales or service P
Business college or commercial school P P
Car wash,full or self service P
Caterer or wedding service P P
Clothing/wearing apparel sales,new P P
Clothing/wearing apparel sales,used P P
Club,commercial or business P P
Cold storage plant or ice plant P
Convenience store P P
Copy store or commercial print center without off-set printing P P
Dressmaking,custom,millinery shop P P
Drive-in restaurant or business P P
Exhibit F to Page 3
Development Agreement
C T M C O
0 o i o n
M w x m e
M n e m -
e h d u F
r o ' _ n a
C u U i M
i s s t i
a e e Y
USES 1 / F Y
C a
1 e
U i
s 1
t i
e t
r i
e
s
Express office P P
Feed store P
Firewood sales P P
Furniture sales,new(office and residential)in a building P P
Furniture upholstery,refinishing or resale P P
Garage,storage only P
Gasoline sales P P
General merchandise store PP
Greenhouse or plant nursery P P
Grocery store,meat market P P
Gunsmithing,repairs or sales P
Health or recreation club P P
Home improvement store P P
Hotel,motel or inn P P
Interior decorating P P
Large retail store(big box retail) P P
Laundry or dry cleaning collection office P P
Laundry,dry cleaning or washateria P P
Leather goods shop P P
Liquor or package store P P
Locksmith P P
Lodge or civic club P P
Massage therapy P P
Medical supplies or equipment sales or rental P P P
Exhibit F to Page 4
Development Agreement
C T M; C U
0 o i o n
M w x me
M n e m
e h_ d u F
r o n a
C u U i m
i s s t i
a e e Y I
USES i / F Y
C a
I e
U i
S 1
t i
e t
r i
e
S-
-Mortuary or funeral home P P
Museum or cultural facility P P P
Newspaper distribution center P
Offices P P P
Optician P P
Parking area or garage,commercial P P
Pharmacy(drug store) P P
Photograph,portrait or camera shop or photo fmishing P P
Print centers,commercial,with offset printing P P
Recording studio P P
Restaurant,cafe,cafeteria P P
Retail sales,general P P
Saddle or harness,repair or sales P P
Service station P
Shoe shine shop P P
Studio,art or photography P P
Swimming pool,commercial P P
Tailor,clothing or apparel shop P P
Taxidermist shop P P
Theater,movie theater or auditorium P P
Vehicle sales or rental; including automobiles,motorcycles,boats or P
trailers
Veterinary clinic with indoor kennels P P
INDUSTRIAL USES
Exhibit F to Page 5
Development Agreement
C T M C O
0 o i o n
M w X m e
M n e m -
e h d u F
r o - n a
c u U i m
i s s t i
a e e y i
USES F y
C a
I c
u i
S 1
t i
e t
r i
e
S
Passenger station P P
Exhibit F to Page 6
Development Agreement
Exhibit G
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assig_mnent") is made and
entered into as of the day of between
a ("Assignor"), and
a ("Assignee")
(Assignor and Assignee are hereinafter sometimes collectively referred to as the "Parties" and
singularly as a"Party").
RECITALS:
A. Assignor is the owner of the rights of the Owner under that certain"Development
Agreement" (City Secretary Contract No. 32897, M & C — C-21198) (the "Agreement")
effective as of December 21, 2005, between Aperion Communities, LLLP, Eladio Properties,
LLLP, and Drooy Properties, LLLP, collectively and individually as Owner, and the City of Fort
Worth, Texas, as the City, relating to the development of the Development(as described therein),
to the extent that the Agreement covers, affects, and relates to the lands described on Exhibit A
attached to and made a part hereof of this Assignment for all purposes (the "Transferred
Premises").
B. Assignor desires to assign certain of its rights under the Agreement as it relates to
the Transferred Premises to Assignee, and Assignee desires to acquire such rights, on and subject
to the terms and conditions of this Assignment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged,the Parties hereby agree and act as follows:
1. Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in
this Assignment shall have the same respective meanings as are ascribed to them in the
Agreement.
2. Assignment. Subject to all of the terms and conditions of this Assignment,
Assignor hereby assigns all for describe specifically assigned rights if partial] of its rights
under the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred
Premises.
3. Assumption. Assignee hereby assumes all obligations of Assignor and any
liability that may result from acts or omissions by Assignee under the Agreement as it relates to
the Transferred Premises that may arise or accrue from and after the effective date of this
Assignment, and Assignor is hereby released from all such obligations and liabilities from and
after the date of this Assignment; provided, however, this Assignment does not release Assignor
from any liability that resulted from an act or omission by Assignor that occurred prior to the
effective date of this Assignment unless the City approves the release in writing.
Exhibit G to
Development Agreement Page 1
4. Governing Law. THIS ASSIGNMENT MUST BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO CONTRACTS
PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW
RULES OR PRINCIPLES TO THE CONTRARY.
5. Counterpart/Facsimile Execution. This Assignment has been prepared in
multiple counterparts, each of which shall constitute an original hereof, and the execution of any
one of such counterparts by any signatory shall have the same force and effect and shall be
binding upon such signatory to the same extent as if the same counterpart were executed by all of
the signatories. Facsimile copies of signatures may be appended hereto with the same force and
effect as legally delivered original signatures.
6. Notice to City. A copy of this Assignment shall be provided to the City within
fifteen(15) days after execution.
7. Binding Effect. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignees and their respective heirs, personal representatives,
successors, and assigns.
EXECUTED as of the day and year first above written.
ASSIGNOR:
By:
Printed Name:
Title:
ASSIGNEE:
[ 1
By:
Printed Name:
Title:
Exhibit G to
Development Agreement Page 2
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of ,
2005,by
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of ,
2005,by
Notary Public, State of Texas
[Add Acknowledgments]
Exhibit G to
Development Agreement Page 3
i
EXHIBIT "A"
The Transferred Premises
Exhibit A to Exhibit G to
Development Agreement Page 4
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/13/2005
DATE: Tuesday, December 13, 2005
LOG NAME: 60TRADITION REFERENCE NO.: C-21198
SUBJECT:
Approval of Strategic Partnership Agreement, Development Agreement, Tradition Project Special
Regulations Agreement, and Agreements Concerning Water and Wastewater Service for the First
Phase of the Tradition Development
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager or a designee to execute the following
agreements:
1. Strategic Partnership Agreement between the City and Fort Worth Municipal Utility District No. 1 of
Denton County (the "District");
2. Development Agreement between the City and Aperion Communities, LLLP, Eladio Properties, LLLP
and Drooy Properties, LLLP ("AED");
3. Tradition Project Special Regulations Agreement between the City and AED;
4. Superseding Agreement Regarding Water and Wastewater Utility Service between the City, Aqua
Utilities, Inc., AED and the District;
5. Buy-Out Option Contract between the City, Aqua Utilities, Inc., AED and the District;
6. Memorandum of the Buy-Out Option Contract;
7. Agreement for Sale of Treated Water between the City and Aqua Utilities, Inc.; and
8. Wholesale Wastewater Service Agreement between the City and Aqua Utilities, Inc.
DISCUSSION:
AED owns and intends to develop approximately 2,663 acres in Denton County in Fort Worth's
extraterritorial jurisdiction as a mixed-use development to be known as "Tradition". AED intends to develop
the southernmost 431 acres as the first phase (the "Development") and has requested that the City Council
consent to creation of a municipal utility district over the Development. (M & C C-21197).
The documents listed above, which have been provided to the City Council and are available for public
inspection and copying in the City Secretary's Office, can be summarized as follows:
The Strategic Partnership Agreement authorizes the City to annex approximately 107 acres within the
Development designated for commercial development for the limited purpose of imposing sales and use
tax. The agreement provides that the City and the District will divide the sales tax proceeds equally for the
first 19 years after annexation. The City's share will increase to 75% in year 19.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 3/21/2006
Page 2 of 2
The Development Agreement provides for the enforcement of municipal building codes and establishes
land use and development regulations for the Development. Special Regulations, which govern design
issues such as block lengths and street, right-of-way and sidewalk widths, are attached to the agreement as
Exhibit E.
The Tradition Project Special Regulations Agreement provides that the Special Regulations attached to the
Development Agreement as Exhibit E will be deemed to be incorporated in any other development
agreements for the remainder of Tradition for the next 10 years. The agreement recognizes that approval of
any future development agreements for Tradition is within the sole discretion of the City Council.
The five remaining agreements identified as items 4 through 8 above relate to utility service for the
Development. Aqua Utilities will provide the retail water and wastewater service to customers within the
Development through an operations contract with the District which will finance and own the facilities. The
agreements provide for the City to sell treated water service and wastewater service to Aqua Utilities. The
City has the option to purchase the water and wastewater facilities in the Development from Aqua Utilities
for $10 and to become the retail provider at any time after 17 years and within 15 to 17 years if the City
annexes during that period.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that approval of this Agreement will not require the expenditure of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office b Marc Ott (8476)
Originating Department Head: S. Frank Crumb (8207)
Additional Information Contact: S. Frank Crumb (8207)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 3/21/2006