HomeMy WebLinkAboutContract 37127 (2):P
CITY SECIjeT Ry
CONTRACT NO. I l
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, - Drooy Properties, LLLP, Rocksand
Investments, LLLP, Justin Ranch 427, LLLP, and Justin Ranch 123, LLLP, Arizona limited
liability limited partnerships, (individually and collectively, "Owner").
ARTICLE I
RECITALS
1.01. Owner has represented to the City that Owner is the owner of approximately
1,922.737 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 second
phase of the master planned community known as "Tradition," depicted for informational
purposes only on the attached Exhibit A.
1.02. The Texas legislature approved the creation of Tradition Municipal Utility
District No. 2 of Denton County containing the Development by Act of May 23, 2007, 80th
Texas Legislature, Regular Session, Chapter 752, Special District Local Laws Code, Chapter
8189, effective September 1, 2007 (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 7, 2007, reconfirming its
consent to the creation of the District.
1.03. Owner has submitted to the City a petition requesting the City's consent to the
creation of the District.
1.04. On December 18, 2007, the City Council of the City adopted Resolution No.
3568-12-2007 consenting to the creation of the District (the "Consent Resolution").
1.05. On December 18, 2007, the City Council of the City approved that certain
"Agreement Concerning Creation and Operation of Tradition Municipal Utility District No. 2 of
Denton County" by and among the City, the District, and Owner (City Secretary Contract No.
364633 M & C - 22589) (the "Consent Agreement"),
1.06. 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
op, fence and N6 essity ("CCN") No. 11157 issued by the Texas Commission on
n' ifiental Quality (the "TCEO") to provide retail water service.
Development Agreement ' - �'
Tradition MUD No. 2 of Denton County Page 1
CITY SECRETARY
CONTRACT NO, I I
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, Drooy Properties, LLLP, Rocksand
Investments, LLLP, Justin Ranch 427, LLLP, and Justin Ranch 123, LLLP, Arizona limited
liability limited partnerships, (individually and collectively, "Owner").
ARTICLE I
RECITALS
1.01. Owner has represented to the City that Owner is the owner of approximately
1,922.737 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 second
phase of the master planned community known as "Tradition," depicted for informational
purposes only on the attached Exhibit A.
1.02. The Texas legislature approved the creation of Tradition Municipal Utility
District No. 2 of Denton County containing the Development by Act of May 23, 2007, 80th
Texas Legislature, Regular Session, Chapter 752, Special District Local Laws Code, Chapter
8189, effective September 1, 2007 (the "District" and the "District Le islation"); 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 7, 2007, reconfirming its
consent to the creation of the District.
1.03. Owner has submitted to the City a petition requesting the City's consent to the
creation of the District.
On December 18, 2007, the City Council of the City adopted Resolution No.
3568-12-2007 consenting to the creation of the District (the "Consent Resolution").
1.05. On December 18, 2007, the City Council of the City approved that certain
"Agreement Concerning Creation and Operation of Tradition Municipal Utility District No. 2 of
Denton County" by and among the City, the District, and Owner (City Secretary Contract No.
36463, M & C - 22589) (the "Consent Agreement").
1.06. 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
op, ! o e essity ("CCN") No. 11157 issued by the Texas Commission on
nvt�'' y the "TCEO") to provide retail water service.
��O ��io11
Development Agreement~ - 0 2' 0 8 A 1 1: 0 3 IN
Tradition MUD No. 2 of Denton County Page I
1.07. The Development is located in an area for which the TCEQ has not issued a CCN
for retail sewer service.
1.08. Water and wastewater service to the Development will be provided pursuant to
that certain "Agreement Regarding Water and Wastewater Utility Service" between Aqua
Utilities, Owner, the District, and the City executed to be effective December 18, 2007 (City
Secretary Contract No36465) (the "Water and Wastewater Utility Agreement")
1.09. 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.
1.10. -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.
1.11. 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 II
DEFINITIONS
2.01. "Accessory Use" means, a use which is clearly incidental to the use of the
Principal Building or the primary use of the property and which is located on the same premises
as the primary use.
2.02. "Agreement" means this Development Agreement between the City and Owner.
2.03. "Aqua Utilities" means Aqua Utilities, Inc., formerly known as AquaSource
Utility, Inc, a Texas corporation.
2.04. "Assignee" means a successor to Owner as defined in Sections 11.02(b) and
11.03 of this Agreement.
2.05. Intentionally Deleted.
2.06. "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.
2.07. "Building Codes" means the Fire Code, as defined herein, and all other City
ordinances, regulations, policies, manuals and other requirements applicable as of the Effective
Date to the construction of Structures within the City's corporate limits, including without
limitation, the design, permitting, payment of fees, construction and inspection thereof. Further,
"Building Codes" includes all amendments to the foregoing requirements and all new
requirements relating to Structures that are adopted or approved after the Effective Date, except
Development Agreement
Tradition MiID No. 2 of Denton County Page 2
any amendment from which the Development is exempt pursuant to Chapter 245 of the Local
Government Code.
2.08. "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.
2.09 "Certified Inspector" means an independent, certified, and state -licensed inspector
who has been approved by the Planning and Development Director, District and Owner and who
has agreed in writing to be bound by the Building Codes, Sign Code and Fire Code and
applicable definitions in Article I of this Agreement.
2.10. "CFA Policy" means the City's "Policy for the Installation of Community
Facilities" as amended March 20, 2001 (M & G43181), including amendments on or after the
Effective Date that are adopted for uniform application throughout the corporate limits of the
City, but excluding amendments from which the Development is exempt pursuant to Chapter 245
of the Local Government Code.
2.11. "City" means the City of Fort Worth, Texas, ahome-rule municipality located in
Tarrant, Denton and Wise Counties, Texas.
2.12. "City Code" means the Code of the City.
2.13. "City Council" means the City Council of the City.
2.14. "City Facility Tracts" means Tracts 50 and 72 shown on the Development Plan
and listed on the Tract Summary.
2.15. "City Manager" means the City Manager of the City.
2.16. "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.
2.17. "Commercial Tracts" means Tracts 83 and 86 shown on the Development Plan
and listed on the Tract Summary.
2.18. "Community Facilities Tracts" means Tracts 5, 493 585 7% 80, 82, 92 and 99
shown on the Development Plan and listed on the Tract Summary.
2.19. "Consent Agreement" means the Agreement Concerning Creation and Operation
of Tradition Municipal Utility District No. 2 of Denton County by and among the City, the
District and Owner, which was approved by the City Council on December 18, 2007 (City
Secretary Contract No. 36463, M & C - 22589) and effective as of December 18, 2007.
2.20. "Consent Resolution" means Resolution No. 356842-2007 approved by the City
Council on December 18, 2007, consenting to the creation of the District.
2.21. "Contractor" means a person or entity that constructs, alters, or repairs
Infrastructure required to serve the Development, whether located within or outside the
Development.
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Tradition MUD No. 2 of Denton County Page 3
2.22. "Count " means Denton County, Texas.
2.23. "County Review Fees" means fees and charges applicable to the review and
approval of plans according to the fee schedule adopted by the Commissioners Court and in
effect on the date of submittal of such plans.
2.24. "County Road" means any road located within the County but not within the
District or a municipality.
2.25 "Court Home" means atwo-story single family detached home clustered around a
motorcourt.
2.26. "Court Home Tracts" means Tracts 2, 22 and 36 shown on the Development Plan
and listed on the Tract Summary
2.27. "Design Review Guidelines" means the design and development guidelines and
application and review procedures established or to be established for the Development.
2.28. "Development" means that certain 1,922.737 acre tract located in Denton County,
Texas as depicted in Exhibit A and described in Exhibit B.
2.29. "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.
2.30. "Development Plan" means Exhibit C attached to this Agreement identifying
various tracts within the Development.
2.31. "District" means the Tradition Municipal Utility District No. 2 of Denton County
and any other district created within the Development by dividing the District into one or more
new Districts pursuant to the District Legislation.
2.32. "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.
2.33. "District Legislation" means Act of May 23, 2007, 80th Texas Legislature,
Regular Session, Chapter 752, Special District Local Laws Code, Chapter 8189, effective
September 1, 2007, creating the District.
2.34. "Effective Date" means the date this Agreement is fully executed by the City and
Owner; provided, however, if Owner fails to make progress (as defined in Section 245.005(c) of
the Local Government Code) toward completion of development of the Development (the
"Project") by May 21, 2013, the "Effective Date" for the purpose of identifying the Governing
Regulations, Zoning Ordinance and other applicable regulations shall be deemed to be the date
on which the first permit application relating to the Project is filed with the City after May 21,
2013.
2.35. "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
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Tradition MUD No. 2 of Denton County Page 4
extending five miles from the City's corporate limits, excluding other incorporated
municipalities and their respective ETJs.
2.36. "Fire Code" means the 2003 International Fire Code and any local amendments
(Ordinances Nos. 16027 and 16252) including amendments on or after the Effective Date and
are adopted for uniform application through the corporate limits of the city, but excluding
amendments from which the Development is exempt pursuant to Chapter 245 of the Local
Government Code.
2.37. "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. Further, "Gas Drilling Ordnances" includes all amendments to the foregoing regulations
and all new requirements relating to drilling or production of natural gas within the City's
corporate limits that are adopted or approved after the Effective Date, except as provided in
Section 3.12 of this Agreement and any amendments from which the Development is exempt
pursuant to Chapter 245 of the Local Government Code.
2.38. "Governing Regulations" means all City ordinances, regulations, policies,
manuals and other requirements relating to Infrastructure, including without limitation, the
design, location, construction, payment of fees, operation, and maintenance thereof, that are
applicable within the City's corporate limits on the Effective Date. Further, "Governing
Regulations" includes all amendments to the foregoing requirements and all new requirements
relating to Infrastructure that are adopted or approved after the "Effective Date", except any
amendments from which Development is exempt pursuant to Chapter 245 of the Local
Government Code, and any special regulations as defined in this Article. "Governing
Regulations" shall also include Denton County storm water management regulations in effect on
the Effective Date, including any amendments to the foregoing regulations that are adopted or
approved after the Effective Date, except any amendments from which the Development is
exempt pursuant to Chapter 245 of the Local Government Code.
2.39. "Homeowners Association" and/or "HOA" means the one or more neighborhood
associations and/or the Master HOA established by the Owner in accordance with the applicable
declarations of covenants, conditions and restrictions.
2.40. "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.
2.41. "Infrastructure Infection 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.
2.42. "Infrastructure Inspection 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.
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Tradition MUD No. 2 of Denton County Page 5
2.43. "Kiosk" means a freestanding presentation station in a public place for displaying
static or interactive information on products, events, directions or locations.
2.44. "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 store, antique shop, appliance sales or supply store, new or used clothing
store, new or used furniture store, greenhouse or plant nursery, grocery store, pawn shop, 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.
2.45. "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.
2.46. "Local Government Code" means 'the Texas Local Government Code, as
amended.
2.47. "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 Party and is bound by this Agreement in
accordance with Section 10.04.
2.48. "Master CCR" means the declaration of covenants, conditions and restrictions
established for the Development.
2.49. "Master HOA" means the homeowners association to be established for the
Development by the Owner in accordance with the Master CCR.
2.50. "Mixed -Use Tract" means Tract 32 shown on the Development Plan and listed on
the Tract Summary.
2.51. "Multi -Family Residential Tracts" means Tracts 21, 34 and 37 shown on the
Development Plan and listed on the Tract Summary.
2.52. "Neighborhood CCR" means a declaration of covenants, conditions and
restrictions to be established for portions of the Development.
2.53. "Neighborhood HOA" means a homeowners association to be established by the
Owner for portions of the Development in accordance with applicable Neighborhood CCR.
2.54. "Non -Owner Assignee" is defined in Section 10.02(c) of this Agreement.
2.55. "Notice" means notice as defined in Section 10.01 of this Agreement.
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Tradition MUD No. 2 of Denton County Page 6
2.56. "One -Family Residential Tracts" means Tracts 3, 4, 6-20, 23-29, 31, 35, 38-45,
47, 483 525 53, 55-57, 60-63, 65-70, 73-76, 77, 815 85, 87-91, 93 and 95400 shown on the
Development Plan and listed on the Tract Summary. Each One -Family Residential Tract is
classified as one of the following use categories on the Tract Summary: One -Family 5,000, One -
Family 6,000, One -Family 7,500, One -Family 10,000 or One -Family 19,000.
2.57. "Open Space" means parks and other areas that are open to the sky, unpaved and
at least six feet wide, provided, however, rooftop terraces and other common spaces that are at
least six feet wide and. outdoor paved areas designed and used for active recreation shall also be
considered open space.
2.58. "Owner" means, individually and collectively, Aperion Communities, LLLP,
Eladio Properties; LLLP, Drooy Properties, LLLP, Rocksand Investments, LLLP, Justin Ranch
427, LLLP, and Justin Ranch 123, LLLP, Arizona limited liability limited partnerships. The
term "Owner" also includes any Assignee permitted by this Agreement, but does not include a
Lot Owner.
2.59. "Party" means, individually, the City, Owner, or Owner's successors and assigns
(including any Assignee) as permitted by this Agreement.
2.60. "Phase" means each phase of the Development, as further described on the
Development Plan.
2.61. "Planning and Development Director" means the Director of the City's Planning
and Development Department.
"Premises" means a single tract or platted lot.
2.63. "Principal Building" means a building in which the primary use of the lot on
which the building is located is conducted.
2.64. "Sign Code" means the following sections of Chapter 29 of the City Code and
Chapter 6, Article 4 of the City Zoning Ordinance with the following amendments:
"Kiosk" means a freestanding presentation station in a public place for displaying static
or interactive information on products, events, directions or locations.
"Sign, Monument" means a permanent sign with at least seventy-five percent (75%) of
the structure's width in contact with the ground.
2.65. "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
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Tradition MUD No. 2 of Denton County Page 7
exceed 250 mg/l;. or (3) the waste falls within an industrial category regulated by National
Pretreatment Standards as promulgated by the United States Environmental Protection Agency.
2.66. "Special Regulations" means regulations in Exhibit E attached to this Agreement,
including street, right-of-way and sidewalk width, block length and minimum street centerline
off sets and regulations regarding setbacks, lot areas, lot widths, lot coverage heights and other
matters for particular tracts.
2.67. "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
13.0751 of the Local Government Code.
2.68. "Structure" means any permanent building or structure that is intended for human
occupancy and any other structure (including signs).
2.69. "Subdivision Regulations" means the City's Subdivision Ordinance No. 7234, the
Plan Commission Rules and Regulations in effect on the Effective Date, the City's Policy for the
Installation of Community Facilities as amended March 20, 2001 (M & C G43181) and all
amendments to the foregoing regulations that are adopted or approved after the "Effective Date",
except any amendments from which the Development is exempt pursuant to Chapter 245 of the
Local Government Code.
2.70. "TCEQ" means the Texas Commission on Environmental Quality or its successor
state agency.
2.71. "Third Party Inspector" means an independent, certified, and state -licensed
inspector who has been approved by the Engineering Director, the District and Owner and who
has agreed in writing to be bound by the Governing Regulations and applicable definitions in
Article I of this Agreement.
2.72. "Townhouse Tracts" means Tracts 1, 30, 33, 59, 64 and 76 shown on the
Development Plan and listed on the Tract Summary.
2.73. "Tract Summary" means Exhibit F attached to this Agreement, which summary
lists and classifies certain tracts within the Development shown on the Development Plan.
2.74. "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.
2.75. "Tree Ordinance" means Ordinance No. 17228-10-2006, as codified in the Zoning
Ordinance that is in effect on the Effective Date, including amendments on the Effective Date,
but excluding amendments after the Effective Date or those from which the Development is
exempt pursuant to Chapter 245 of the Local Government Code,
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Tradition MUD No. 2 of Denton County Page 8
2.76. "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,
including all amendments to the foregoing regulations that are adopted or approved after the
"Effective Date", except any amendments from which the Development is exempt pursuant to
Chapter 245 of the Local Government Code. -
ARTICLE III
DEVELOPMENT REGULATIONS
3.01. Applicable Regulations. The Development shall be developed in accordance with
the following: (1) Subdivision Ordinance and all City ordinances, regulations, policies, manuals
and other requirements that would apply to the Development if. it were located within the City's
corporate limits, including without limitation the Building Codes, Fire Codes, Governing
Regulations, Gas Drilling Ordinances and applicable provisions of the Zoning Ordinance,
including any , applicable amendments, except to the extent this Agreement imposes stricter
requirements, specific exceptions or other requirements, in which case this Agreement shall
control; (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 City agrees to cooperate with the Owner to evidence
such exemptions upon a showing made by Owner that the Development qualifies for such
exemption; (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 City agrees to cooperate with the Owner to evidence such exemptions upon a showing made
by Owner that the Development qualifies for such exemption; and (4) the Special Regulations.
Notwithstanding the foregoing, however, nothing in this Section constitutes a waiver of Owner's
right to claim that the ordinances, laws, regulations, or rules described in the preceding clauses
'(2)" and "(3)" adopted after the Effective Date 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. Nothing in this Section constitutes a waiver of the
City's right to rebut or defend against any such claim by Owner.
3:02. Administrative Approval. The Planning and Development Director or his
designee (with the consent of Aperion Communes, LLLP, Eladio Properties, LLLP, Drooy
Properties, LLLP, Rocksand Investments, LLLP, Justin Ranch 427, LLLP, and Justin Ranch 123,
LLLP) may administratively approve minor revisions to the provisions in Article III as follows:
(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. Front porches extending into the front yard setback shall not be
included when determining front yard setbacks.
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Tradition MUD No. 2 of Denton County Page 9
3.03. Additional Development Regulations. All property within the Development will
be developed in accordance with the Applicable Regulations as defined in Section 3.01 and in
accordance with the following requirements:
(A) Permitted Uses. Uses are permitted in accordance with the chart attached as
Exhibit G to this Agreement. The categories of uses listed in Exhibit G correspond to
the tracts shown on the Development Plan attached as Exhibit C and listed on the Tract
Summary attached as Exhibit F.
(B) The following shall be developed in accordance with the Applicable Regulations
except as follows: (charts reflect only the differences from the Zoning Ordinance)
Townhouse/Court Home.
Side Yard 10 feet minimum adjacent to street, otherwise no setback is .
required; for comer lots, porches may be located in the side yard
adjacent to a street
Mixed -Use Tracts.
Front 14 feet minimum; 16 feet maximum
Yard
One -Family 5,000. One -Family 5,000 Tracts:
Front Yard 15 feet minimum, 10 feet for porches
One -Family 6,000. One -Family 6,000 Tracts:
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
Corner lot
5 feet minimum
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
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Tradition MUD No. 2 of Denton County Page 10
One -Family 7,500. One -Family 7,500 Tracts:
Lot Width 75 feet minimum at building line, 85 feet minimum for corner lots
One -Family 10,000. One -Family 10,000 Tracts:
Lot Width
90
feet minimum
at building
line, 100 feet minimum for corner lots
Side Yard
Interior lot
10
feet minimum
Corner lot
10
feet minimum
adjacent to
side street, 5 feet minimum for interior lot
line; porches may
be located
in the side yard adjacent to a street
Height
3 5
feet maximum
One -Family 19,000. One -Family 19,000 Tracts:
Lot Area
19,000 square feet minimum
Lot Width
110 feet minimum at building line, 120 feet minimum for corner lots
Lot Coverage
35% maximum
Front Yard
30 feet minimum, 25 feet for porches
Rear Yard.
25 feet minimum
Side Yard
Interior lot
10 feet minimum
Corner lot
15 feet minimum adjacent to side street; porches may be located in the
side yard adjacent to a street
Height
35 feet maximum
(C) Accessory Uses. No accessory uses shall be permitted in the Development,
except for the following accessory uses, which shall be subject to compliance with the
designated sections of the Zoning Ordinance:
(1) Accessory Buildings on Residential Lots (Section 5.301);
(2) Satellite Antenna (Dish) (Section 5.304);
(3) Fences (Section 5.305); and
(4) Storage or Display in Commercial Districts, Outdoors (Section 5.306)
(D) Temporary Uses. No temporary uses shall be permitted in the Development,
except for the following temporary uses, which shall be subject to compliance with the
designated sections of the Zoning Ordinance:
(1) Garage or Other Occasional Sales, except that no permits shall be required
and no fees shall be charged (Section 5.402);
(2) Model Home (Section 5.403);
(3) Trailer; Portable Sales, Construction or Storage (Section 5.405); and
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Tradition MUD No. 2 of Denton County Page 11
(4) Temporary Batch Plants, Asphalt or Concrete (Section 5.401)
(E) Signs. In addition to the regulations outlined in City Sign Code and Zoning
Ordinance, the following shall apply:
(1) Off -Premises Signs are prohibited unless expressly permitted by this
subsection.
(2) All signs shall be constructed and maintained in accordance with the Sign
Code.
(3) Entry Features. 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.
Any encroachments over streets that are or will become public must be approved
by the Transportation and Public Works Department or Denton County, as
applicable..
(4) 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, Townhouse
Tract or Court Home Tract or 60 square feet in area and eight (8) feet in height on
any other tract; and other non-commercial signs as permitted by Owner.
(5) A maximum of fifteen (15) kiosks are permitted within the Development
along and visible from (but not necessarily adjacent to) Community Parkway.
Content is limited to.
a. Name and logos of the project;
b. Names and logos of builders within the project;
c. Information concerning non -business destinations within the
project; or
d. Any combination of the foregoing.
No kiosk may exceed eight (8) feet in height and five (5) feet in width.
(6) One multi -tenant sign is permitted in each of Tracts 32, 83 and 86. Each
sign may not exceed 24 feet in height above the perpendicular driving grade of
State Highway 114. The maximum width of each sign may not exceed 24 feet.
Twenty-five percent (25%) of the width of each sign structure must be in contact
with the ground. Content is limited as follows:
a. Name, trade name, logo (or any combination thereof) of any owner,
tenant, business, or occupant of property within each tract;
b. Identification of any property within each tract;
Development Agreement
Tradition MUID No. 2 of Denton County Page 12
c. Accommodations, services, or activities offered or conducted within
each tract;
d. Products sold or leased within each tract;
e. Sale, lease, development, or construction of property within each
tract; or
f. Any combination of the foregoing.
The following detached On -Premise Signs are permitted in Tracts 32, 83 and 86:
Sign Type
Business
Listing
Structure
Maximum
Height
Structure
Maximum
Width
Location on property
Minimum
ground
contact
Monument
Single or
8 feet
16 feet
0' setback to the right of
75% of the sign
multi
way line; one foot setback
structure's
tenants
from adjacent property
width must be
located
lines for each foot in height
in contact with
within the
the ground
business
complex
Pylon
Single or
25 feet
16 feet
Maximum height of 8 feet
50% of the sign
Sign
multi
at the right of way line
structure's
tenants
with one foot setback from
width must be
located
right of way line for each
in contact with
within the
additional foot in height;
the ground
business
one foot setback from
complex
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.
(7) Signs erected pursuant to subsections (6) and (7) shall be at least 100 feet
apart.
(8) Attached on -premise signs are permitted in Tracts 32, 83 and 86 as long as
the cumulative area of all attached on -premise signs on a building facade does not
exceed ten percent (10%) of the area of the facade. "Fagade" is equal to the
building length times building height; provided, however, for purposes of such
Development Agreement
Tradition MUD No. 2 of Denton County Page 13
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.
(9) Any sign authorized to contain commercial copy may contain noncommercial
copy in lieu of commercial copy.
F. Fences. In addition to fence regulations outlined in Chapter 5, Article 3 of the
Zoning Ordinance, the following requirements shall apply:
(1) All fences adjacent to freeway or arterial streets shall be constructed of
brick, stone, reinforced concrete products, masonry, or designed tubular steel
and/or berms may be used. Wood and chain link are expressly prohibited.
(2) Private residential fences situated between residential lots shall consist of
stained wood pickets on metal posts or designed tubular steel;
(3) In those instances where a side or rear yard residential fence is across the
street from a front yard, a designated open space area or a public park, or is
situated on a corner lot, an upgraded fence shall be required that consists of a
stained wood fence . on metal posts with pickets facing the street or designed
tubular steel.
G. Trees and Landscaping. Tree coverage, Preservation, Planting and Maintenance:
The Property is subject to tree coverage, preservation, planting, maintenance, landscaping
and buffers regulations outlined in the Zoning Ordinance, including amendments in effect
on the Effective Date. The City's Urban Forestry Board may grant a variance to the
requirements of the Tree Ordinance and the tree regulations as outlined in the Zoning
Ordinance. Owner has recorded certain mandatory deed restrictions against Phase I of
Tradition that include, among other provisions, minimum landscape standards for
commercial and residential development (the "Phase I Landscape Standards"). Within
365 days after the Effective Date, Owner shall cause landscape standards, excluding tree
regulations as outlined in the Zoning Ordinance, that are equal or better than the Phase I
Landscape Standards to be applicable against the entire Development at which time such
landscape standards shall be the sole landscape regulations required by the City with
respect to the Development, notwithstanding anything to the contrary in the Governing
Regulations, including landscape standards of the Zoning Ordinance, or otherwise.
Owner shall submit a landscape plan for medians and parkways to the City Parks and
Community Services Department and the Transportation and Public Works Department
for approval of plant material, consideration of future maintenance requirements and
prevention of traffic hazards. In addition, landscaping and amenities, at a minimum, shall
be installed on each residential lot prior to occupancy in accordance with the Design
Guidelines. In the event that the Tree Ordinance or the tree regulations as outlined in the
Zoning Ordinance hereafter become less restrictive, then the Development shall be
subject to such less restrictive regulations.
Development Agreement
Tradition MUD No. 2 of Denton County Page 14
3.04. Open Space and Parkland.
(A) A minimum of 260 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 5.0 acres with sports fields
and gazebo;
(2) A district park with a minimum area of 2.2 acres with an average of 2.8
acres; and
(3) At least 24 pocket parks, each with a minimum area of 0.8 acres.
(B) Within 90 days after filing a final plat for all or any portion of the Development,
Owner shall deliver to the Director of the Parks and Community Services Department
copy of a recorded special warranty deed conveying to the District all dedicated
neighborhood parkland shown on the plat, together with evidence of expenditure of at
least $286,650 for park improvements for the entire District.
(C) All parks within the Development shall be maintained by the District, the Master
HOA or one or more of the neighborhood HOAs until annexation. The City will provide
no park maintenance for any parks until the City annexes for full purposes. Upon full
purpose annexation and conveyance of the park to the City: (1) for community parks, the
City will provide base maintenance with an enhanced maintenance agreement with the
Homeowners Association, at the election of the Homeowners Association; and (2) for
district and pocket parks, the City shall assume city established maintenance standards of
said parks only at such time the City adopts a policy to assume maintenance for all parks
of this size and use inside the City limits.
(D) At no time now or in the future will the City own or maintain parks or recreational
amenities in the Development, with the exception of those outlined in subsection (C)
above.
3.05. Covenants Conditions and Restrictions Design Review Guidelines.
(A) Master CCR. The Master CCR shall be fled in the applicable county deed
records at the same time as the filing of the final plat .for each phase. A copy of the
Master CCR and evidence of filing shall be provided to the City at the time of the filing
of the final plat for each phase. Owner will establish the Master HOA in accordance with
the Master CCR. Membership in the Master HOA shall be mandatory for all owners of
property within the Development. The Master HOA shall perform, or cause to be
performed, all duties identified in the Master CCR.
Development Agreement
Tradition MUD No. 2 of Denton County Page 15
(B) Design Review Guidelines. Prior to the sale of any lots in the Development
Owner shall file the Design Review Guidelines with standards that meet or exceed the
standards of Phase I with the City and the Denton County property records and provide
evidence of filing to the City. All builders and property owners in the Development shall
adhere to the Design Review Guidelines. The District's Board of Directors may amend
the Design Review Guidelines, provided that the spirit of such documents is not
diminished and a copy of the amendment is provided to the City within thirty (30) days
after adoption.
3.06. Storm Water Guidelines. Owner and the District will comply with the storm
water guidelines in place in Denton County at the time of the filing of a preliminary plat
approved by the Plan Commission, but will ensure that the Master HOA execute or cause to be
executed a maintenance agreement for storm water detention in a form acceptable to the City.
3.07. 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
3.08. 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 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; provided,
however, utilities shall be provided to the homes in accordance with all applicable regulations of
Denton County.
3.09. Enforcement of Environmental Regulations.
(A) Cam. 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
Wholesale Water Agreement, Wholesale Wastewater Agreement, and Water and
Wastewater Utility Agreement, all as described in the Recitals to this Agreement.
Development Agreement
Tradition MUD No. 2 of Denton County Page 16
(B) Coup . All water wells and septic systems must be permitted and approved by
Denton County. 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.
3.10. 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 3.10. 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, Drooy Properties, LLLP, Rocksand
Investments, LLLP, Justin Ranch 427, LLLP, and Justin Ranch 123, LLLP, shall have the right,
concurrently with the filing of any preliminary plat, to 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 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 3.04. Owners of the
property affected by any boundary change, with the prior written consent of Aperion
Communities, LLLP, Eladio Properties, LLLP, Drooy Properties, LLLP, Rocksand Investments,
LLLP, Justin Ranch 427, LLLP, and Justin Ranch 123, 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 3.04. 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, Drooy Properties, LLLP, Rocksand Investments,
LLLP, Justin Ranch 427, LLLP, and Justin Ranch 123, 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 3.10, the amended Development Plan for the affected tracts will be
attached to this Agreement as Exhibit C, 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 10.04.
3.11. 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 must be permitted and approved by the Denton County
Department of Environmental Services.
3.12. Gas Wells. Notwithstanding the provisions of the Gas Drilling Ordinance or
the Fire Code, Owner is hereby permitted to construct buildings and establish parks (private or
public) 200 feet from any gas well, as calculated from the well bore, in a straight line, without
A
egard to intervening structures or objects, to the closest exterior point of any structure or park
property line, provided that, prior to the Owner's sale of any lots in the Development, Owner
causes a notice to be recorded in the Real Property Records of Denton County, Texas that
Development Agreement
Tradition MiJD No. 2 of Denton.County Page 17
advises property owners within the Development that (1) gas wells may be located within the
Development and (2) the foregoing provisions of this Section 3.12 apply to the Development.
3.13. Building Permits. All Structures constructed in the Development shall be subject
to City building permit, permit fee and inspection requirements as if such Structures were
constructed with the City's corporate limits. Each builder shall be required to use a Certified
Inspector.
Removal of Certified Inspector. The Development Director may revoke his or her
approval of a Certified Inspector who issues a building permit and does not comply with all
Building Codes and Governing Regulations.
3.15. 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
compliance with the Building Codes and with Section 3.01 of this Agreement and to "red -tag"
any Structure for non-compliance. If any inspection conducted pursuant to this Section 3.15
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 Party 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 Party 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 3.15 shall be paid by the Builder. Compliance of all Structures with the
requirements of the Building Codes and Article III of this Agreement shall be the responsibility
A 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 3.15.
3.16. 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.
3.17. 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, the
Master HOA or one or more of the neighborhood HOAs. Denton County shall have no duty to
Development Agreement
Tradition MUD No: 2 of Denton County Page 18
maintain any roads within the Development. The District shall be required to comply with the
Denton County Storm Water Management Regulations and maintenance standards.
3.18. Prohibited Uses. No portion of the Development shall be used in a manner that
produces a Significant Industrial Discharge.
3.19. Enforcement. The City and Owner agree that this Agreement and Section
212,172 of the Local Government Code authorizes enforcement by the City of the Governing
Regulations, as modified hereby and applied to the Development under this Agreement, within
the Development.
3.20. Conflicts. In the event of a conflict or discrepancy between any Governing
Regulations and the provisions set forth in Section 3.02 through Section 3.19 of this Agreement,
said provisions of this Agreement shall control. In the event of a conflict between the Special
Regulations and any other provisions of this Agreement, the Special Regulations shall control.
ARTICLE IV
DESIGN, CONSTRUCTION, INSPECTION, DEDICATION, OPERATION
AND MAINTENANCE OF DISTRICT FACILITIES
4.01. 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; and (c) the rules and regulations of the TCEQ. In the event of any conflict between the
Governing Regulations and the rules and regulations of the District, the Governing Regulations
shall control unless otherwise agreed in writing by the Development Director,
4.02. 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.
4.03. Plan Review• Payment of Fees; and Pre -Construction Conference. Construction
of Infrastructure shall not commence until the plans and specifications have been reviewed and
approved 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 this Article IV.
4.04. Community Facilities Agreements.. Construction of Infrastructure shall not
commence until Owner has executed a Community Facilities Agreement 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.
Development Agreement
Tradition MIJD No. 2 of Denton County Page 19
4.05. Inspections by Third Party Inspectors. Except as otherwise provided in this
Section 4.05, 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
4.03. Construction of Infrastructure shall not commence until .such inspectors have been
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.
4.06. 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 4.05 if the
inspector: (i) fails to properly perform inspections and testing to ensure construction in
compliance with this Article IV; 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 IV pursuant to this Section 4.06, 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 5.02(A).
4.07. 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 4.01, 4.02, 4.03, 4.04, 4.05 and 4.09. 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 4.06.
(B) County. The County will inspect all flood control structures and connections to
County Roads. The County's responsible 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.
4.08. Contracts with Contractors. If a Contractor is not an Owner, then the Owner shall
incorporate the requirements of this Article IV 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.
Development Agreement
Tradition MUD No. 2 of Denton County Page 20
4.09. 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 of the District within the Development as the City may determine necessary for the
purpose of inspection and testing of Infrastructure.
4.10. As -Built Drawings. The District shall deliver mylar as -built drawings for all
Infrastructure to the City's Engineering Department within thirty (30) days after final inspection.
ARTICLE V
DEVELOPMENT FEES
5.01. 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 4.07(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 and shall
be payable to the County.
5.02. Infrastructure Inspection Fees.
(A) City Infrastructure Inspection Fees. If the City elects to perform Infrastructure
inspections in accordance with Section 4.07 of this Agreement, such inspections shall be
subject to the payment of Infrastructure Inspection Fees. Infrastructure Inspection Fees
shall not exceed the same or similar fees charged for inspections in other parts of the
City's corporate limits or ETJ.
(B) County Infrastructure Inspection Fees.
control
County inspection of floodplainflood
5.03. Other Development Fees. Use and 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 4.07, Infrastructure Inspection Fees. Such additional fees and charges may
include, but are not limited to, impact fees, fees related to gas drilling 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.
Development Agreement
Tradition MUD No. 2 of Denton County Page 21
ARTICLE VI
DIVISION OF THE DISTRICT / ANNEXATION
6.01. Continuation of ETJ Status. Except as provided in Sections 6.03, 6.04 and 6.06
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.
6.02. Immunity from Annexation. Except as provided in Sections 6.03, 6.04 and 6.06
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.
6.03. Full Purpose Annexation. During the term of this Agreement, the City shall have
the right, but not the obligation, to annex all of the Development (or a portion of the
Development to the extent permitted by law) for full purposes 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 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 the Agreement in accordance with Article VII. Such authority is in
addition to the authority to annex portions of the Development pursuant to Section 6.06.
6.04. .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,
6.05. 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.
6.06. Annexation of Portions of Development.
(A) 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. No District created by the
division of the area shall contain, at its time of creation, less than 300 acres or more than
500 acres without the prior written consent of the City Council of the City of Fort Worth,
Development Agreement
Tradition MUD No. 2 of Denton County Page 22
The City may refuse to issue building permits or refuse to commence water service until
such area is within a District that has been divided to include between 300 and 500 acres.
(B) Provided that construction of all water, sanitary sewer, drainage and road facilities
located within a District (including all such facilities serving areas inside such District,
outside such District or both) is complete, the City shall have the right, but not the
obligation, to annex for full purposes (to the extent permitted by law) the portion of the
area of the Development located within such District.
6.07. Procedure for Full Purpose Annexation. The City and the Owner acknowledge
that the Development is exempt from municipal annexation plan requirements pursuant to
Section 43.052(h)(3)(B) of the Local Government Code. Owner shall endeavor to cause the
District to consent, on its behalf and on behalf of all current and future owners of land included
within the District Boundaries, to full purpose annexation of the District in accordance with the
procedure applicable to areas exempted from the municipal annexation plan set out in Chapter 43
of the Local Government Code, Subsection C4, or, if amended, pursuant to the most comparable
annexation procedure.
ARTICLE VII
TERM OF AGREEMENT .
7.01. This Agreement is a development agreement authorized by Section 212.172 of the
Texas Local Government Code. This Agreement will terminate on the earlier to occur or
(i) fifteen (15) years from the Effective Date; or (ii) full purpose annexation of the Development
pursuant to Section 6.03. Further, if creation of the original District has not been confirmed at
an election conducted before September 1, 2011, either Party may terminate this Agreement by
providing Notice to the other Party. The term of this Agreement shall not be affected by the
annexations permitted by Section 6.06 of this Agreement or by the limited purpose annexation of
any commercial property pursuant to the Strategic Partnership Agreement.
ARTICLE VIII
DEDICATION OF PROPERTY FOR CITY FACILITY
8.01. Site Reservation. Owner agrees to reserve within Tracts 50 and 72 sites having a
minimum area of 2.O acres to be used exclusively for a City Facility (the "City Facility Site").
Until the City Facility Site is conveyed to the City pursuant to Section 8.02, 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 8.02, 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
Development Agreement
Tradition MUD No. 2 of Denton County Page 23
until the City Facility Site is conveyed to the City pursuant to Section 8.02 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 8.01,
8.02. 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).
8.03. Reverter. The conveyance shall be subject to an automatic reverter of title in
Favor of the Owner unless prior to the 151h 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 VIII shall survive the expiration or early termination of this
Agreement.
ARTICLE IX
BREACH, NOTICE AND REMEDIES
9.01. 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.
9.02. 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.
9.03. 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 Parties to terminate as provided in
Development Agreement _
Tradition MiID No. 2 of Denton County Page 24
Article VII 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, Drooy Properties, LLLP,
Rocksand Investments, LLLP, Justin Ranch 427, LLLP, and Justin Ranch 123, 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.
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 9.04. 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 9.04 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.
9.05. Division of the District. The City hereby consents to division of the District as
provided by, and in accordance with, the District Legislation and the Consent Resolution.
9.06. Other Documents. The City agrees to present to the City Council for
consideration of the execution of such further documents *as may reasonably be requested by
Owner, the TCEQ, the Texas Attorney General or any District to evidence the City's consents as
set forth in this Agreement and in the Consent Ordinance.
9.07. No Limitation of Powers. Nothing in this Article is intended to limit, impair, or
conflict with the authority of or powers granted to a District by the Texas Constitution, Texas
Water Code, Texas Local Government Code, or any other current law applicable to such districts
except where such authority or power is exercised in contravention to the terms hereof.
ARTICLE X
ADDITIONAL PROVISIONS
10.01. 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.
Development Agreement
Tradition MUD No. 2 of Denton County Page 25
The Parties may change the information set forth below by sending Notice of such changes to the
other Party as provided in this Section 10.01.
To the City:
City %J 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) 9514414
Rocksand Investments, LLLP
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
Attn: Gary Lane
FAX: (480) 9514414
Justin Ranch 427, LLLP
Development Agreement
Tradition MUD No. 2 of Denton County Page 26
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
Attn: Gary Lane
FAX: (480) 9514414
Justin Ranch 1239 LLLP
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
Attn: Gary Lane
FAX: (480) 9514414
10.02. Assignment.
(A) � 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 H, 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 the assigned 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 Party 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 H, 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
Development Agreement
Tradition MUD No. 2 of Denton County Page 27
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 H 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
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, arid, 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.
10.03. 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
Development Agreement
Tradition MiJD No. 2 of Denton County Page 28
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 10.03. 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.
10.04. 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. 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 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 for land use and development regulations that apply to the lot in
question.
10.05. Mn Waiver. Any failure by a Party to insist upon' strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party 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 Party 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.
10.06. 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.
Development Agreement
Tradition MUD No. 2 of Denton County Page 29
10.07. 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.
10.08. 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 Party 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.
10.09. Severability. The provisions of this Agreement are severable and, in the event
any word, phrase, clause, sentence, paragraph, section, or other provision of this Agreement, or
the application thereof to any person or circumstance, shall ever be held or determined to be
invalid, illegal, or unenforceable for any reason, and the extent of such invalidity or
unenforceability does not cause substantial deviation from the underlying intent of the parties as
expressed in this Agreement, then such provision shall be deemed severed from this Agreement
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.
10.10. Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for a Party 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.
10.11. Additional Documents and Acts. The Parties agree that at any time after
execution %J this Agreement, they will, upon request of the other Party, 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
exhibits following approval of a final plat for all or any portion of the Development and to
substitute Exhibit C if the Development Plan is amended pursuant to Section 3.10.
10.12: Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
Development Agreement
Tradition MUD No. 2 of Denton County Page 30
10.13. 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.
10.14. 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 party 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.
10.15. 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.
10.16. Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with all applicable public meeting andj 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
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.
10.17. Exhibits. All exhibits attached to this Agreement are incorporated as part of this
Agreement for the purposes set forth herein, as follows:
Exhibit A
Exhibit B
Map of Tradition
10.18, 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.
Development Agreement
Tradition MUD No. 2 of Denton County Page 31
10.19. 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.
10.20. Counterpart Originals. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original.
Development Agreement
Tradition MUD No. 2 of Denton County Page 32
APPROVED AS TO FORM AND
LEGALITY:
Assistant C� Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF FORT WORTH
rernandc Cosi"a ,Assistant City Manager
Date: S/21 /®8
ack:g�j
C 4JL Y
Contract Authorisation
I /C;go'y
Date:
This instrument was acknowledged before me, on Inc day of
by Assistant City Manager of the City of Fort Worth, Texas on behalf of said
City.
aR�r;1.PY,e�b HETTIE LANE
MY COMMISSION EXPIRES
=July 26, 2011
Q104m504
GSA ?U
RA
N
ic, State of
Printed Name:
My Commission Expires:
APERION COMMUNITIES, LLLP, an Arizona
limited liability limited partnership.
rt
By: North Fort Wo
h Management Inc., a
Texas corporation, G al Partner
By:
David Muniatis, President
Date: Ile, 1 0$
Development Agreement
Tradition MUD No. 2 of Denton County
Page 33
ELADIO PROPERTIES, LLLP, an Arizona
limited liability limited partnership.
By: IN Fort Worth Management Inc., a
Texas corpora
By:
P. Maniatis, President
Date:
DROOY PROPERTIES, LLLP, an Arizona
limited liability limited partnership.
By: North Fort Worth Management Inc., a
Texas corpor ion, ral Partner
By:
David P. Maniatis, President
Date: 1 iyl D �
ROCKSAND INVESTMENTS, LLLP, an
Arizona limited liability limited partnership.
By: North Fort Worth Management Inc., a
Texas corporative, veneral Partner
By:
David P. Maniatis, President
Date: � D
JUSTIN RANCH 427, LLLP, an Arizon limited
liability limited partnership.
By: Aperion Communities, LLLP, General
Partner
By: North Fort Worth Management Inc., a
Texas corpora tio , G neral Partner
By:
David P. Maniatis, President
Date:
Development Agreement
Tradition MUD No. 2 of Denton County Page 34
JUSTIN RANCH 1205, LLLP, an Arizon limited
liability limited partnership.
By: Aperion Communities, LLLP, General
Partner
By: North Fort Worth Management Inc.,
General Partner
By:
David P. Maniatis, President
Date:
STATE OF A'Y'120YI� §
COUNTY OF r j M12 §
This instrument was acknowledged before me on a,�, �, 2008, by David P.
Maniatis, in his capacity as President of North Fort Worth I lanagement Inc., a Texas
corporation, the General Partner for each of Aperion Communities, LLLP, Eladio Properties,
LLLP, Drooy Properties, LLLP, and Rocksand Investments, LLLP, each an Arizona limited
liability limited partnership, on behalf of said limited partnerships. ^
quWay FUM • StYMd Afro,
Mfy Ocom. E"W Oct 31 2010
._.._.._.._.._.._.._..�..~ _. ._. /
STATE OF �j'I ZOY1.(J� §
COUNTY OF rA are Cop. ate— §
N ry Public, Sta''te offs Q �-� ��_
Printed Name: lIKX I �+-(,n Q0A)L-e o
My Commission Expires: � 3 0
This instrument was acknowledged before me on �, 2008, by David P.
Maniatis, in his capacity as President of North Fort Worth anagement Inc., a Texas
corporation, the General Partner for Aperion Communities, LLLP, an Arizona limited liability
limited partnership, which is the General Partner for Justin Ranch 427, LLLP and Justin Ranch
123, LLLP, each an Arizona limited liability limited partnership, on behalf of said limited
partnerships.
OftiONL�JIL i{i
Fff�IBTEN ROIM.EY
tmyAao•ew.a�non. tMARIOOM COUNTY
Ncitary Public, State of KI
Printed Name: I 5�� Ou.[TiW4
My Commission Expires: /0 13 a D / 0
0
Development Agreement
Tradition MUD No. 2 of Denton County
Page 35
--.1 1 :i
1 1�'
By:
Title:
Date:
STATE OF
COUNTY C
by
saic
�N COUNTY
URT
CHERYL DAVIS
Notary Public
STATE OF TEXAS
5�00€
My Comm. Exp.
on the Ugay of 200�
(Qf Denton Bounty, Texas, on ehalf of
T
Printed Name'.
My Commission Expires:
Development Agreement
Tradition MUD No. 2 of Denton County Page 36
EXHIBIT A
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Development Agreement Page 1
EXHIBIT B
Legal Description
BEING a 1,922.737 acre tract of land in the G. Cardinas Survey, Abstract No. 214, the James Chesier Survey,
Abstract. No. 225, the W.D. Reed Survey, Abstract No. 1125, the W.C. Brookfield Survey, Abstract No. 34, and the
W.A. Ferris Survey, Abstract No. 419 situated in Denton County, Texas and being a combination of a portion of
those tracts conveyed to Aperion Communities, L.L.L.P. (Aperion Tract One -A and Aperion Tract One-B), by deed
recorded under County Clerk's File No. 200441913 of the Real Property Records of Denton County, Texas
(RPRDCT), that tract conveyed to Nancy Talley Reynolds, et al, by deed recorded in Volume 2301, Page 223
RPRDCT, a portion of that tract conveyed to Aperion Communities, L.L.L.P. by deed recorded under County
Clerk's File No. 2003-190652 RPRDCT (Aperion Tract Two), that tract conveyed to Rocksand Investments, LLLP
by deed recorded in Instrument Number 2005-30851 RPRDCT and those tracts recorded in Volume 5128, Page
3102 and Volume 5119, Page 715, RPRDCT and being more particularly described as follows:
TRACT ONE
COMMENCING 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 00°32'36" 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
89°39'59" 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 00°22'44" 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, said capped iron pin set also being on the west line of said Nancy
Reynolds Talley, et al tract, said iron pin also being the POINT OF BEGINNING of the herein described tract;
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 102.53 feet to a capped 1/2" iron pin set
THENCE N 57°46'29" W along the east line of said McIntyre, et al, tract recorded in Volume 2906, Page 363
RPRDCT, the east line of a tract conveyed to Peggy Jeannine Eaton and Betty Marie McIntyre by deed recorded
under County Clerk's File No. 2003-203215 and the west line of said Nancy Reynolds Talley, et al tract, a distance
of 253.45 feet to a 1/2" iron pin found;
THENCE N 00021'32" E along the east line of said Peggy Jeannine Eaton and Betty Marie McIntyre tract and the
west line of said Nancy Reynolds Talley, et al tract, a distance of 1364.27 feet to a railroad spike found, said railroad
spike also being on a west line of said Aperion Tract One -A, said railroad spike also being in Sam Reynolds Road;
THENCE N 00012'20" W along the east line of said Peggy Jeannine Eaton and Betty Marie McIntyre tract and the
west line of said Aperion Tract One -A and in Sam Reynolds Road, a distance of 2791.88 feet to a railroad spike
found;
THENCE S 89052'16" W along the north line of said Peggy Jeannine Eaton and Betty Marie McIntyre tract and the
west line of said Aperion Tract One -A and in Sam Reynolds Road, a distance of 1909.29 feet to a 5/8" iron pin
found, said iron pin also being on the east line of Indian Trails Phase 1, an addition to Denton County, Texas as
recorded in Cabinet G, Page 311 of the Plat Records of Denton County, Texas (PRDCT);
THENCE N 00009'15" W along the west line of said Aperion Tract One -A, the east line of said Indian Trails Phase
1, the east line of a tract conveyed to Avondale Ranch by deed recorded in Volume 5289, Page 4253 RPRDCT and
in Sam Reynolds Road, a distance of 1437.47 feet to a 60d nail in asphalt.found, said 60d nail also being the
southwest corner of a tract conveyed to Milton High by deed recorded in Volume 501, Page 248 RPRDCT;
THENCE N 76015'28" E along the west line of said Aperion Tract One -A and the south line of said High tract, a
distance of 381.87 feet to a 1/2" iron pin found;
Exhibit B to
Development Agreement Page I
THENCE N 00°1858" W along the west line of said Aperion Tract One -A and the east line of said High tract, a
distance of 307.76 feet to a 1/2" iron pin found;
THENCE S 89°55'09" W along Lite west line of said Aperion Tract One -A and the no line of said High tract, a
distance of 370.41 feet to a 60d nail found, said 60d nail also being on the east line of said Avondale Ranch tract and
in Sam Reynolds Road;
THENCE N 00°12'09" W along the west line of said Aperion Tract One -A, the east line of said Avondale Ranch
tract, the east line of a tract conveyed to W.E. Wilkerson by deed recorded in Volume 960, Page 35 RPRDCT, the
east line of a tract conveyed to Edward Zelnik, et ux Janet by deed recorded in Volume 4062, Page 1905 RPRDCT,
the east line of a tract conveyed to J. Lloyd Barksdale, et ux Dorthy by deed recorded in Volume 829, Page 271
RPRDCT, the east line of a tract conveyed to J. Lloyd Barksdale, et ux Dorthy by deed recorded in Volume 829,
Page 275 RPRDCT, the east line of a tract conveyed to Gary Lynn Barksdale, et ux Toni Gayle by deed recorded in
Volume 1545, Page 427 RPRDCT, the east line of a tract conveyed to Bobby J. Henry -by deed recorded in Volume
5028, Page 3683 RPRDCT, and in Sam Reynolds Road, a distance of 3495.34 feet to a railroad spike found, said
railroad spike also being on the south line of a tract conveyed to Margaret DiNapoli, et at, by deed recorded in
Volume 4522, Page 2063 RPRDCT;
THENCE S 89057'S1" E along the west line of said Aperion Tract One -A and the south line of said Margaret
DiNapoli, et at tract, a distance of 509.83 feet to a 5/8" iron pin found, said iron pin also being on the west line of a
tract conveyed to Archie Eddleman by deed recorded in Volume 2322, Page 824 RPRDCT;
THENCE S 00014'31" E along the west line of said Aperion Tract One -A and the west line of said Eddleman tract, a
distance of 226.43 feet to a 1/2" iron pin found;
THENCE N 89005' 10" E along the west line of said Aperion Tract One -A and the south line of said Eddleman tract,
a distance of 870.61 feet to a 5/8" iron pin found, said iron pin also being the southwest corner of a tract conveyed to
Ricky Iverson by deed recorded in Volume 4718, Page 362 RPRDCT;
THENCE N 88048'54" E along the west line of said Aperion Tract One -A and the south line of said Iverson tract
and the south line of a tract conveyed to Carol Theis by deed recorded in Volume 1038, Page 887 RPRDCT, a
distance of 1598.77 feet to a 1/2" iron pin found;
THENCE N 00024'54" W along the west line of said Aperion Tract One -A and the east line of said Theis tract and
the east line of a tract conveyed to S.R. Harper by deed recorded in Volume 1726, Page 31 RPRDCT, a distance of
907.14 feet to a 1/2" iron pin found, said iron pin also being the southeast corner of a tract conveyed to Roy Chastain
by Contract of Sale recorded under County Clerk's File No. 97-R0021328 RPRDCT;
THENCE N 00°43'24" W along the west line of said Aperion Tract One -A and the east line of said Chastain tract, a
distance of 423.43 feet to a 1/2" iron pin found, said iron pin also being the southeast corner of said Aperion Tract
Two;
THENCE S 88053'O1 W along the south line of said Aperion Tract Two and the north line of said Chastain tract, a
distance of 1193.21 feet to a capped 1/2" iron pin found, said iron pin also being on the east line of a tract conveyed
to Wayne Harris by deed recorded in Volume 976, Page 42 RPRDCT;
THENCE N 00035'15" W along the west line of said Aperion Tract Two and the east line of said Harris tract, the
east line of a tract conveyed to John McCurry by deed recorded in Volume 971, Page 697 RPRDCT, the east line of
a tract conveyed to Samuel Haynes by deed recorded in Volume 962, Page 43 RPRDCT, and the east line of a tract
conveyed to Howell Choate by deed recorded in Volume 924, Page 921 RPRDCT, a distance of 2336.13 feet to a
1/2" iron pin found, said iron pin also being the southwest corner of a tract conveyed to The Pennington Family
Trust by deed recorded in Volume 4833, Page 525 RPRDCT;
THENCE S 88003'05" E along the north line of said Aperion Tract Two and the south line of said Pennington
Family Trust tract recorded in Volume 4833, Page 525 RPRDCT, a distance of 977.84 feet to a capped 1/2" iron pin
previously set, said iron pin .also being on the north line of Aperion Tract One -A;
THENCE N 00033'20" W, departing the south line of said Pennington Family Trust tract and the north line of said
Aperion Tract -One -A, a distance of 723.83 feet to a capped 1/2" iron pin previously set, said iron pin also being on
the south right -of --way line of F.M. 407 (90' R.O.W
Exhibit B to
Development Agreement Page 2 `�
THENCE N 89026'40" E, along the south right -of --way line of said F.M. 407 and along the north line of said
Pennington Family Trust tract, a distance of 170.00 feet to a capped 1/2" iron pin previously set;
THENCE S 0003320" E, departing the south right-of-way line of said F.M. 407 and the north line of said
Pennington Family Trust tract, a distance of 731.26 feet to a capped 1/2" iron pin previously set, said iron pin also
being on the south line of said Pennington Family Trust tract and the north line of Aperion Tract One -A;
THENCE S 88°03'05" E along the north line of said Aperion Tract One -A and the south line of said Pennington
Family Trust tract, a distance of 42.05 feet to a 1/2" iron pin found, said iron pin also being on the north line of
Aperion Tract One -A;
THENCE N 89000'24" E along the north line of said Aperion Tract One -A, the south line of said Pennington Family
Trust tract recorded in Volume 4833, Page 525 RPRDCT and the south line of a tract conveyed to The Pennington
Family Trust by deed recorded in Volume 4833, Page 521 RPRDCT, a distance of 1146.79 feet to a 1/2" iron pin
found, said iron pin also being on the southerly right -of --way line of Farm -to -Market Road No. 407 (F.M. 407) (90'
ROW);
THENCE S 50010'01" E along the north line of said Aperion Tract One -A and the southerly right-of-way line of
F.M. 407, a distance of 682.19 feet to a capped 1/2" iron pin set, said iron pin also being the Point of Curvature of a
circular curve to the left having a radius of 617.96 feet, a central angle of 39°44'46" and being subtended by a chord
which bears S 70°02'24" E, 420.13 feet;
THENCE along said curve to the left and the north line of said Aperion Tract One -A and the southerly right -of --way
line of F.M. 407, a distance of 428.68 feet to a capped 1/2" iron pin set;
THENCE S 89054'47" E tangent to said curve and along the north line of said Aperion Tract One -A and the
southerly right -of --way line of F.M. 407, a distance of 458.09 feet to a point on the east line of the City of Fort Worth
ETJ line and the west line of the Town of Northlake ETJ line;
THENCE S 00000'00" W, departing the north line of said Aperion Tract One -A and the southerly right -of --way line
of said F.M 407, along the east line of the City of Fort Worth ETJ line and along the west line of the Town of
Northlake ETJ line, a distance of 2998.33 feet to a point on the north line of a tract conveyed to Patricia Malloy by
deed recorded in Volume 769, Page 965 RPRDCT;
THENCE S 88057'42" W along the east line of said Aperion Tract One -A and the north line of the north line of said
Patricia Malloy tract, a distance of 802.46 feet to a 5/8" iron pin found;
THENCE S 00010'33" E along the east line of said Aperion Tract One -A and the west line of said Patricia Malloy
tract, a distance of 3748.38 feet to.a 5/8" iron pin found, said iron pin also being the northwest corner of Riggs
Place, an addition to Denton County, Texas as recorded in Cabinet E, Page 359 PRDCT;
THENCE S 00017'37" E along the east line of said Aperion Tract One -A, the west line of said Riggs Place and the
west line of a remainder tract conveyed to James Riggs, Jr., et ux Deborah, by deed recorded in Volume 870, Page
444 RPRDCT, a distance of 4211.11 feet to a 1/2" iron pin found, said iron pin also being in Sam Reynolds Road;
THENCE N 89056'15" E along the east line of said Aperion Tract One -A, the south line of said James Riggs, Jr.
remainder tract, the south line of said Riggs Place, the south line of Sunflower Meadows, an addition to Denton
County, Texas as recorded in Cabinet O, Page 122 PRDCT, the south line of Sage Meadows, Phase One, an addition
to Denton County, Texas as recorded in Cabinet M, Page 208 PRDCT; the south line of a tract conveyed to Locust
Thorn, L.P., by deed recorded in Volume 4009, Page 321 RPRDCT, the south line of Foxbane Estates, an addition
to Denton County, Texas as recorded in Cabinet H, Page 24 PRDCT and in Sam Reynolds Road, a distance of
3409.24 feet to a capped 1/2" iron pin set, said iron pin also being the original northwest corner of Peyton Place,
Phase One, an addition to Denton County, Texas as recorded in Cabinet M, Page 266 PRDCT;
THENCE S 0001521" E along the east line of said Aperion Tract One -A, the west line of said Peyton Place, Phase
One and the west line of Peyton Place, Phase Two, an addition to Denton County, Texas as recorded in Cabinet P,
Page 50 PRDCT, a distance of 1482.19 feet to a 1/2" iron pin found, said iron pin also being the northeast comer of
a tract conveyed to Rocksand Investments, LLLP by deed recorded in Instrument Number 2005-30851 RPRDCT;
THENCE S 00003'07" E along the east line of said Rocksand Investments tract, a distance of 503.35 feet to a 1/2"
iron pin found, said iron pin also being on the northwesterly line of a tract conveyed to The Atchison, Topeka and
Exhibit B to
Development Agreement Page 3
Santa Fe Railway Company by deed recorded under County Clerk's File No. 934R0020408 RPRDCT; said iron pin
also being the Point of Curvature of a non -tangent circular curve to the left having a radius of 5829.65 feet, a central
angle of 19'15'23" and being subtended by a chord which bears S 54°00'43" W, 1950.06 feet;
THENCE along said curve to the left and the northwesterly line of said Atchison, Topeka and Santa Fe Railway
Company tract, a distance of 1959.27 feet to a 1/2" iron pin found;
THENCE S 44°23'02" W along the northwesterly line of said Atchison, Topeka and Santa Fe Railway Company
tract, a distance of 27.66 feet to a 5/8" iron pin found;
THENCE N 45°36'58" W along the northwesterly line of said Atchison, Topeka and Santa Fe Railway Company
tract, a distance of 50.00 feet to a 5/8" iron pin found;
THENCE S 44023102" W along the northwesterly line of said Atchison, Topeka and Santa Fe Railway Company
tract, a distance of 1446.37 feet to a 5/8" iron pin found, said iron pin being on the east line of said Aperion Tract
One -A and the west line of said Rocksand Investments tract;
THENCE N 00°07'20" W along the east line of said Aperion Tract One -A and the west line of said Rocksand
Investments tract, a distance of 857.55 feet to a capped 1/2" iron pin set;
THENCE N 90000'00" W, departing the east line of said Aperion Tract One -A and the west line of said Rocksand
Investments tract, a distance of 773.31 feet to a capped 1/2" iron pin set;
THENCE N 65058136" W, a distance of 1029.92 feet to a capped 1/2" iron pin set;
THENCE N 44008103" W, a distance of 999.82 feet to a capped 1/2" iron pin set;
THENCE N 52034'22" W, a distance of 867.86 feet to a capped 1/2" iron pin set;
THENCE N 86014'27" W, a distance of 222.13 feet to the POINT OF BEGINNING and containing 59,787,842
square feet or 1372.540 acres of land, more or less.
TRACT TWO
BEING a 550.197 acre tract of land in the W.C. Brookfield Survey, Abstract No. 34, situated in Denton County,
Texas and being that same tract of land as described in deeds recorded in Volume 5128, use 3102 and Volume
5119, Page 715 of the Real Property Records of Denton County, Texas (RPRDCT) and being more particularly
described as follows:
BEGINNING at a point in the north line of F.M. 407 at the southeast corner of the herein described tract of land,
said point lying in the west line of a tract of land as described in deed to Bill Pennington, recorded in Volume 572,
Page 131, RPRDCT;
THENCE along the north line of said F.M. 407, as follows:
Northwesterly, along a curve to the left, having a radius point that bears S 18°06'28" W, 624.31 feet, an arc distance
of 204.03 feet, a central angle of 18043'31" and being subtended by a chord which bears N 81°15'18" W, 203.13
feet;
S 89022'57" W, a distance of 1876.49 feet;
S 89°18'36" W, a distance of 1931.01 feet;
THENCE N 00004'03" W, departing the north line of said F.M. 407, a distance of 2834.59 feet;
THENCE N 00000'51" E, a distance of 1161.59 feet;
THENCE N 00°04' 13" E, a distance of 1244.99 feet to the northwest corner -of the herein described tract of land;
THENCE, being adjoined to the north by a tract of land as described in deed to Orville Rogers, recorded in
Document No. 94-R0029773, RPRDCT, along the north line of the herein described tract of land, as follows:
S 89°37'03" E, a distance of 5409.41 feet;
S 00°32'35" W, a distance of 352.79 feet;
N 89°46'56" E, a distance of 651.45 feet;
Exhibit B to
Development Agreement Page 4
THENCE S 00044'37" E. being adjoined to the east by a tract of land as described in deed to Laura Carter Johnson,
recorded in Volume 3 03 8, Page 713, RPRDCT, a distance of 1372.47 feet;
THENCE N 85016'40" W, a distance of 2099.00 feet;
THENCE S 00024'45" E. being adjoined to the east by the aforementioned Pennington tract, a distance of 3642.68 feet to the
POINT OF BEGINNING and containing 550.197 acres, more or less.
Exhibit B to
Development Agreement Page 5
EXHIBIT C
Development Plan for the Development
•w=n Phase Key Plan
Tradition Phase II - VI
Conceptual Master Plan
Exhibit C to
Development Agreement Page 1
EYHIBIT D
[INTENTIONALLY DELETED]
Exhibit D to
.Development Agreement Page 1
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 . 0.5 acre or
greater shall be a 2946ot back-to-back section in a 4246ot 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 446ot wide sidewalk shall be located within a 1346ot
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 13400t wide parkway, all located in a 55400t 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 3746ot back-to-back section, with a pair of 5400t
wide sidewalks separated from the street by 10400t wide parkways. All will be located
in a 67400t right -of --way.
4. Minor arterial streets shall contain two 2846ot back-to-back sections, divided by a 51-
foot median, with a 9400t wide parkway all located within a 12546ot right -of --way. An
846ot wide sidewalk shall meander within a 22.546ot landscape buffer and public access
easement that is adjacent to either side of the 125400t right-of-way.
5. Alleys shall be 12 feet wide and centered within a 15400t 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 20400t 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 minimum 125400t 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
Development Agreement Page 1
D. Tract -Specific Regulations
Commercial Tracts.
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, Townhouse Tract or
Court Home Tract, none otherwise. If provided, side yard must be 3 feet
minimum.
Side Yard -Corner lot
None required unless through lot, then 10 feet minimum required
Height
3 stories or 45 feet maximum
Townhouse/Court Home
Tracts.
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 comer
lots, porches may be located in the side yard adjacent to a street
Height
35 feet maximum
Bldg. Separation
10 feet minimum
Open Space
15% minimum
Mixed -Use Tracts.
Front Yard
14 feet minimum
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 l0-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
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
Open Space
20% minimum
Multi -Family Tracts.
Units per Acre
24 dwelling units per acre
Front Yard
20 feet minimum, unless adjacent to residential use where 30 feet minimum
required
Side Yard - Interior
5 feet minimum
Side Yard - Corner
10 feet minimum adjacent to side street
Rear Yard
5 feet minimum
Open Space
35% minimum
Community Facilities Tracts,
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
5 feet minimum
residential use
Exhibit E to
Development Agreement Page 2
Side Yard -Across street from a
side yard in a residential tract
10 feet minimum
Height
One -Family 5,000 Tracts.
35 feet maximum
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
15 feet minimum
Side Yard -Interior lot
5 feet minimum
Side Yard -Corner lot
15 feet minimum adjacent to side street and 5 feet
porches may be located in the side yard adjacent to
minimum for interior lot line;
a street
Height
One-Famil 6 000 Tracts.
35 feet maximum
Lot Area
6,000 square feet minimum
Lot Width
60 feet minimum at building line, 70 feet minimum
for corner lots
Lot Coverage
Front Yard
50 percent maximum
15 feet minimum, 12 feet for porches
Rear Yard
15 feet minimum
Side Yard -Interior lot
5 feet minimum
Side Yard -Corner lot
15 feet minimum adjacent to side street and 5 feet
porches may be located in the side yard adjacent to
minimum for interior lot line;
a street
Height
Other
35 feet maximum
3 feet minimum setback from alley edge to garage face
One -Family 7,500 Tracts.
Lot Area
7,500 square feet minimum
Lot Width
75 feet minimum at building line, 85 feet minimum
for corner lots
Lot Coverage
Front Yard
45% percent maximum
20 feet minimum, 12 feet for porches
Rear Yard
15 feet minimum
Side Yard -Interior lot
5 feet minimum
Side Yard -Corner lot
15 feet minimum adjacent to side street and 5 feet
porches may be located in the side yard adjacent to
minimum for interior lot line;
a street
Height
One-Familv 10,000 Tracts.
35 feet maximum
Lot Area
10,000 square feet minimum
Lot Width
90 feet minimum at building line, 100 feet minimum for corner lots
Lot Coverage
Front Yard
40% maximum
25 feet minimum, 20 feet for porches
Rear Yard.
15 feet minimum
Side Yard -Interior lot
5 feet minimum
Side Yard -Corner lot
15 feet minimum adjacent to side street, 5 feet minimum for interior lot line;
porches may be located in the side yard adjacent to a street
Height
One-Familv 19,000 Tracts.
35 feet maximum
Lot Area
19,000 square feet minimum
Lot Width
90 feet minimum at building line, 100 feet minimum for corner lots
Lot Coverage
Front Yard
35% maximum
30 feet minimum, 25 feet for porches
Rear Yard
25 feet minimum
Side Yard -Interior lot
5 feet minimum
Exhibit E to
Development Agreement Page 3
Side Yard -Corner lot 15 feet minimum adjacent to side street; porches may be located in the side yard
adjacent to a street
Height 35 feet maximum
Exhibit E to
Development Agreement Page 4
EXHIBIT F
Tract Summary
Phase It Lot Size (approx.) Use Category Lot Access Acreage
No. Area
ll 1 Townhouse Townhouse Alley 12.74
II 2 Court Homes Court Homes Conventional 12.37
II 3 60fX 105 One-Family6 000 6300 Alley 19257
=`
II 4 50 X 110 One -Family 5,000 5500 Conventional 11.84
lip 5.. Community Facility, Community Facility 3
II 6 55 X 110 One -Family 5,000 6050 Conventional 17.53
II 7 60 X 120 One -Family 6,000 7200 . Conventional 26.23
II 8 60 X 110 One -Family 6,000 6600 Alley 6.96
11 9 60 X 120 05 RTT One -Family 6;00.0 - 7200 Conventional ; 6.23
�.
Is m
II 10 90 X 130 One -Family 10,000 11700 Conventional 5,32
11 11 75 X 125One-Family 7,500 9375 p Conventional. 40
II 12 90 X 130 One -Family 10,000 11700 Conventional 20.35
III` 13 60 X 110 One-Family6,000 6600 Alley 10.93
II 14 60 X 105 One -Family 6,000 6300 Alley 14.3
II 15 90 X 130 . One-FamilI. Iy 10,000 11700 Conventional 25.4
II 16 75 X 125 One -Family 7,500 9375 Conventional 12.71
II 17 60 X 120 - One -Family 6;000 r :. 7200 Conventional 16.64
- - -
II 18 75 X 125 One -Family 7,500 9375 Conventional 19.21
II 19 60 X 115 One -Family 6,000 _ 6900 Conventional.: 30.73
I.
II 20 50 X 110 One -Family 5,000 5500 Conventional 20,27
- -
III' p 21 Multi -family, Multi -family - 14.
III 22 Court -homes Court -homes Conventional 13.15
111 23 60 X 105 One -Family 6,000 -6300 Alley 10
-
111 24 60 X 120 One -Family 6,000 7200 Conventional 15.3
III 25 50 X 1001 One-17amily5,000 5000 Alley 4h13
III 26 50 X 100 One -Family 5,000 5000 Alley 11.4
60 IIL 27 X 115 One -Family 6,000 6900 ' Conventional 1=148
-.
III 28 60 X 115 One -Family 6,000 6900 Conventional 10.1
III 29 60 X 105 One -Family 6,000 6300 Alley 8,4
_ -. _.
III 30 Townhouse Townhouse Alley 8.7
- ., . -
III _ 31 50 X-1.00 One -Family 5;000 5000 Alley 5.4
Lp
III 32 Mixed Use Mixed Use 29.4
III 33 Townhouse Townhouse _ n Alley 1 10-
III 34 Multi -family Multi -family 4.2
III 35' 50.X 100 One -Family 5,006 4' ,'$ 6000 Alley. 10.35
III 36 Court Homes Court Homes Conventional 8.6
It
III 37 Multi -family: Multi -family 7
III 38 50 X 110 One -Family 5,000 5500 Conventional 6.7
III 39 50 X:110 =One Family 5,000 5500 Conventional 4,25
-
III 40 50 X 110 One -Family 5,000 5500 Conventional 5.25
11141 60 X J120 One -Family 6,000 7200 ' Conventional_ 7
..
III 42 60 X 120 One -Family 6,000 7200 Conventional 9.8
Alle 10.9
III 43 60 X-105 One-Family,6;000 6300 y
.
III 44 75 X 125 One -Family 7,500 9375 Conventional 27.9
Exhibit F to
Development Agreement Page 1
Phase Tract Lot Size (approx.) Use Category Lot Access Acreage
No. Area
III 45 60 X 110 One -Family 6,000 6600 Alley 8.85
III 46 Townhouse Townhouse Alley 10.95
IV 47 60 X 115 One -Family 6,000 _ 6900 _ Conventional 14,75
- - -. -- :
IV 48 60 X 105 One -Family 6,000 6300 Alley 7.15
IV 49 District Club I District Club - 69
I IF
IV 50 City Community Facility City Community Facility 2
IV 51 Community Facility Community Facility 2
- _
IV 52 50X 100 One-Family5,000 5000 Alley 9
IV 53 60 X 1.15 One -Family 6,000 6900 Conventional 8.3
IV 54 Middle School and CP Middle School and CP 20
IV 55 55 X 110 On 5,000 6050 Conventional' 11.7
IV 56 60 X 115 One -Family 6,000 6900 Conventional 14
1V 57 60 X.110 One -Family 6,000 - 6600 Ailey 6.5
IV 58 Community Facility Community Facility 2
IV 59 Townhouse, Townhouse Alley 11.5
IV 60 60 X 120 One -Family 6,000 7200 Conventional 14.1
IV 61 60 X 110 One -Family 6,000 6600- Alley 9-
IV 62 50 X 100 One -Family 5,000 5000 Alley 4.6
IV 63 55 X -110 One -Family 5,000 6050 Conventional _IF 4.75
IV 64 Townhouse Townhouse Alley 4.4
IV 65 90 X 130 One:Family 10,000 117001. Conventional . 25.6
IV 66 75 X 125 One -Family 7,500 9375 Conventional 22
IV 67 -' 55 X 110 One -Family 5,000 6050 Conventional 1 17:35 .
V 68 60 X 115 One -Family 6,000 6900 Conventional 17
V 69 60 X 120 One -Family 6,000 7200 Conventional_ 16,75
V 70 60 X 115 One -Family 6,000 6900 Conventional 7.2
V 71 50 X 110 On'e-Family 5,000 5500 Conventional 10.5
V 72 City Community Facility City Community Facility 2.3
V 73 55 X 110 One -Family 5,000 6050 Conventional .: 17.7
V 74 50 X 110 ,. One- : --.
Family 5,000 5500 Conventional 17.2
V, 75 60X 120 One -Family 6,000 7200' Conventional 21.4
IF IF ,.
I IF
V 76 Townhouse Townhouse Alley 12
V 77 60 X 105 One -Family 6,000 6300 ` Alley 12.1
V 78 School and CP School and CP 16.4
V 79 District Club District Club1.
F IF I
6:3
V 80 Community Facility Community Facility 6.8
Vl _ 81 50 x 110 1 One -Family 5,000 5000 Conventional _ 25_
VI 82 Amenity Center Amenity Center 3
OF
VI 83 Commercial Commercial , 1,5.'
VI 84 School School- 15
VI 85 50 x 110 One -Family 5,000 5000 Conventional - 39.-
VI 86 Commercial Commercial 2
VI 87_ . 60 x 110 One Family 6,000 5000 Conventional 15 - _
VI 88 50 x 110 1One-Family 5,000 5000 Conventional 43
- IIIVI 89 60 x 110 One -Family 6IF-,000 5000 . Conventional 1- - 40
VI 90 70 x 120 One -Family 6,000 7500 Conventional 21
amll 5,000 5000 'Conventional 25'
VI 91 55 x 110 One F y
IF
IF
VI 92 Community Facility Community Facility 1
Exhibit F to
Development Agreement Page 2
Phase Tract Lot Size (approx.) Use Category Lot Access Acreage
No. Area
VI 93 60 x 110 One -Family 6,000 5000 Conventional 24
VI 94 Middle School Middle School 25
VI 95 50 x 110 One;Family 5,000 5000 Conventional 12
VI 96 70 x 125 One -Family 6,000 7500 Conventional 24.5
VI 97 50 x 110 One -Family 5,000 5000 Conventional'. 36
VI 98 70 x 125 One -Family 6,000 7500 Conventional 24.2
VI 99 Community Facility . Community Facility 1:
VI 100 60 x 125 One -Family 6,000 7500 Conventional 35.5
Exhibit F to
Development Agreement Page 3
EXHIBIT G
Table of Permitted Uses
ffi�
th cv►
E c t �- E =' U�-
E 3 x E '=u
U I- U V LL O
RESIDENTIAL USES
Cluster housing P P
Multifamily dwelling (apartment) P
One dwelling unit when part of a P
business
One -family attached dwelling (e.g., P P
townhouse)
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 P P P P P
welfare, government operated or
controlled
Center, community recreation or P P P P
welfare, private or non-profit
College or university P P
Country club (private) P P P P P
Day care center (6 or more children or, P P P
adults)
Electric power substation P P P
Golf course P P P P P
Golf driving range P P P P
Government maintenance facility P
Government office facility P P P P P
Health services facility; including P P P
doctor's office or medical clinic
Exhibit G to
Development Agreement Page 1
'L - 0 (A 'C Vl -
cn E c E ._LLW
an
co' o o x o-
U I- U U LL O
Hospice P P P P P
Hospital P P P
Kindergarten P P P
Museum, library, or fine arts center, P P P P P
government operated or controlled
Neighborhood recreation center P P P P
Nursing home (with full medical P P P
services)
Park or playground P P P P
Place of worship P P P P P
School, elementary or secondary P P P P P
(public or private)
Stealth telecommunication towers P P
Telecommunication antenna (on P P P P P
structure)
Water supply, treatment or storage P P P P P
facility
TEMPORARY USES
Batch plant, concrete or asphalt P P P P P
(temporary)
Garage or other occasional sale P P P
Model home P P P
Trailer, (portable) used for sales, P P P P P
construction or storage
COMMERCIAL USES
Amusement, indoor P P
Amusement, outdoor P P
Antique shop P P
Appliance, sales, supply or repair P P
Auto parts supply, retail P P
Automotive repair, paint and body P
shop
Bakery P P
Exhibit G to
Development Agreement Page 2
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W
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E
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U
v
7 p
p
3 7
F U
N
x
�
p y
p p
E 'V
U UM
ti
d
G
O
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
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
P
P
Greenhouse or plant nursery
P
P
Grocery store, meat market
P P
Exhibit G to
Development Agreement Page 3
VI
ui
0
C
C L
0 O
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i
E
0 'M
U LL
N
C
0
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
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 finishing
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
Exhibit G to
Development Agreement Page 4
c
war
i
O
C u1
_
G -
C
k
_UM -
O
U
Q O
1- c.i
i
0 M
U tL
C
O
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
P
automobiles, motorcycles, boats or
trailers
Veterinary clinic with indoor kennels
P
P
INDUSTRIAL USES
Passenger station
P
P
Exhibit G to
Development Agreement Page 5
EXHIBIT H
Assignment and Assumption Agreement
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is
made and entered into as of the day of , between
a ("Assignor"),
and - a
("Assignee ") (Assignor and Assignee are hereinafter sometimes collectively referred tMMMo
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. 36462, M & C - 22589) (the
"Agreement") effective as of _, 2008, between Aperion Communities,
LLLP, Eladio Properties, LLLP, Drooy Properties, LLLP, Rocksand Investments, LLLP,
Justin Ranch 427, LLLP, and Justin Ranch 123, 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 [or 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
Exhibit H to
Development Agreement Page 1
Assignor that occurred prior to the effective date of this Assignment unless the City
approves the release in writing.
4. Governinr 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. MEMENEW Counternart/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. NFEENEEN
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:
Name:
Title:
ASSIGNEE:
Name:
Title:
Exhibit H to
Development Agreement Page 2
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the
, 200_, by
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED
, 200_, by
Notary Public, State of Texas
before me on the
Notary Public, State of Texas
Exhibit H to
Development Agreement Page 3
Page 1 of 3
City of �or�i Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/18/2007 -Res. No. 3568-12-2007
DATE: Tuesday, December 18, 2007
LOG NAME: 06TRADITION2
REFERENCE NO.: C-22589
SUBJECT:
Authorize Execution of the Consent Resolution, Development Agreement, Buy -Out Option
Agreement, Impact Fee Agreement, Utility Agreement, Wholesale Wastewater Service Agreement,
and the Agreement for the Sale of Treated Water and Approve the Form of the Strategic Partnership
Agreement for Tradition Municipal Utility District No. 2 of Denton County
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt a resolution consenting to the creation of Tradition Municipal Utility District No. 2 of Denton County
("District");
2. Authorize the City Manager or a designee to execute the following contingent upon receipt of necessary
executed documents from Aqua Utilities:
a. A Development Agreement between the City and Aperion Communities, LLLP, Eladio Properties,
LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP;
b. A Buy -Out Option Agreement between the City, Aqua Utilities, Aperion Communities, LLLP, Eladio
Properties, LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP, and the District;
c. An Impact Fee Agreement between the City, Aqua Utilities, Aperion Communities, LLLP, Eladio
Properties, LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP, and the District;
d. A Utility Agreement between the City and Aqua Utilities, Aperion Communities, LLLP, Eladio
Properties, LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP, and the District;
e. A Wholesale Wastewater Service Agreement between the City and Aqua Utilities;
f. An Agreement for the Sale of Treated Water between the City and Aqua Utilities; and
3. Authorize the City Manager or a designee to bring forth the Strategic Partnership Agreement for approval
after the formation of the Municipal Utility District.
DISCUSSION:
Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP, and Rocksand
Investments, LLLP, (AEDR) are Arizona limited liability partnerships that own and are developing
approximately 2,663 acres in Fort Worth's and Northlake's extraterritorial jurisdiction as a mixed -use
development to be known as "Tradition." The property is in Denton County and is located north of Highway
http://apps.cfwnet.org/council packet/Reports/mc�rint.asp 5/28/2008
Page 2 of 3
114 and west of Highway 156. On December 13, 2005, (M&C C-21198) the City Council authorized the City
Manager to enter into contracts for the first 431 acres of this development known as Tradition Municipal
Utility District No. 1 of Denton County. The district was confirmed by the voters on May 12, 2007.
On September 12, 2006, (M&C G-15392) the City Council granted conditional consent to Tradition
Municipal Utility District No. 2 of Denton County in response to a petition submitted by AEDR. The intent
was to allow the creation of a "master MUD" that would subsequently be subdivided into smaller tracts
consistent with their development phases. During the 2007 legislative session, H.B. 3182 was approved
and authorized the creation of this district consisting of 1,922.737 acres subject to adoption of a consent
resolution by the Fort Worth City Council.
The attached resolution grants formal consent to the formation of the District and specifically grants to the
District the authority to finance road projects. In addition, it grants the City Manager the authority to execute
the "Agreement Concerning Creation and Operation of Tradition Municipal Utility District No. 2 of Denton
County (the Consent Agreement). This is the contract between the developer, the District, and the City
��
governing the issuance of bonds, the construction standards for infrastructure, and the terms of future
annexation.
The other documents listed above, which are available for public inspection and copying in the City
Secretary's Office, can be summarized as follows:
The Development Agreement provides for the enforcement of municipal building codes and establishes
land use and development regulations for the Development. In addition, it imposes Special Regulations to
govern design issues such as block lengths and street right-of-way and sidewalk widths. The Development
will generally be in compliance with development standards within the City limits. The Agreement also
identifies enhancements beyond the City's regulations in terms of amenities, entry features and
landscaping.
The remaining five agreements identified as items b through f above relate to the provision of water and
wastewater facilities and service to the Development. Aqua Utilities is the holder of the Water Certificate of
Convenience and Necessity (CCN) in the Development and are therefore party to several of the
agreements.
Aqua Utilities will provide retail water and wastewater service to the Development. The City will provide
wholesale water service through a wholesale contract similar to those with our customer cities. The provider
for wholesale wastewater service is still under negotiation. The goal of the City and the Developer is to
partner with Trinity River Authority (TRA) and install a new interceptor line from the existing TRA
wastewater treatment facility at Denton Creek. If this occurs, the City will provide wholesale wastewater
service to Aqua Utilities through a wholesale contract and a TRA interceptor line agreement will be brought
to City Council for consideration. If the negotiation of TRA interceptor option is unsuccessful, the Developer
intends to build a package treatment plant to be operated by Aqua Utilities.
The Impact Fee Agreement will allow the City to recover the treatment, pumping and other infrastructure
costs associated with providing water and wastewater service to the Development. Under the Buy -Out
Option Agreement the City has the option to purchase the water and wastewater facilities in the
Development from the District for $10 and become the retail water and wastewater service provider. This
can occur at anytime after 17 years of the first connection to retail water or wastewater utility service within
a District, or within 90 days before the date of annexation of a District by the City. Aqua Utilities will agree
not to contest the application of the City for the CCN for the area within that District.
The Strategic Partnership Agreement will authorize the City to annex acreage within the Development
designated for commercial development for the limited purpose of imposing sales and use tax. This
agreement will be presented to the City Council with the appropriate public hearings after the district is
http://apps.cfwnet.org/council_packet/Reports/mc�rint.asp 5/28/2008
Page 3 of 3
formally established by election.
This Development will not require the expenditure of City funds or the collection of offsetting revenue for
wholesale services for several years.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that approval of these Agreements will have no immediate material effect on
City funds. Any effect on expenditures and revenues will be budgeted in future fiscal years.
TO Fund/Account/Centers
Submitted for City Manager's Office bv:
Originating Department Head•
Additional Information Contact:
FROM Fund/Account/Centers
Dale Fisseler (6140)
Fernando Costa (8042)
Susan Alanis (8180)
http://apps.cfwnet.org/council packet/Reports/mc�rint.asp 5/28/2008
Page 1 of 1
City of Fort Worth, 1"exa�
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/29/2008
DATE: Tuesday, January 29, 2008
LOG NAME: 06TRADITIONCORR
REFERENCE NO.: '�*C-22640
SUBJECT:
Correction of Mayor and Council Communication C-22589, Adopted on December 18, 2007, to Add
Two Limited Partnerships, Justin Ranch 427, LLLP, and Justin Ranch 123, LLLP, as Parties to the
Tradition Municipal Utility District No. 2 Contracts and the Consent Resolution and Authorize the
Execution of the Corrected Consent Resolution and Contracts
RECOMMENDATION:
It is recommended that the City Council approve the correction of Mayor and Council Communication C-
22589, adopted on December 18, 2007, to add two limited partnerships, Justin Ranch 427, LLLP, and
Justin Ranch 123, LLLP, as parties to the Tradition Municipal Utility District No. 2 contracts and the consent
resolution and authorize the execution of the corrected consent resolution and contracts.
DISCUSSION:
On December 18, 2007, (C-22589) the City Council approved the Consent Resolution and authorized the
execution of the the Development Agreement, Buy -Out Option Agreement, Impact Fee Agreement, Utility
Agreement, Wholesale Wastewater Service Agreement, and the Agreement for the Sale of Treated Water
and Approve the Form of the Strategic Partnership Agreement for Tradition Municipal Utility District No. 2 of
Denton County. After City Council approval of C-22589, the developer notified the City that two additional
parties needed to be added to the contract.
Adoption of this correction Mayor and Council Communication will authorize the addition of the two
necessary parties, Justin Ranch 427, LLLP, and Justin Ranch 123, LLLP, to the Consent Resolution and
the contracts.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material affect on City funds.
TO Fund/Account/Centers
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
FROM Fund/AccountJCenters
Dale Fisseler (6140)
Fernando Costa (8042)
Susan Alanis (8180)
httn://apps.cfwnet.or�/council packet/Reports/mc print.asp 5/28/2008