HomeMy WebLinkAboutContract 47061 "EC RE17MY
MEMORANDUM OF UNDERSTANDING AND AGREEMENT
CONCERNING PARK DEDICATION AND IMPROVEMENTS
AT ALLIANCE CORRIDOR AND NORTH FORT WORTH
This Memorandum of Understanding and Agreement ("Agreement") between the City of Fort
Worth (hereinafter referred to as the "City") and Hillwood Alliance Services, LLC (hereinafter
referred to as "Owner") is entered into by City and Owner as of Sez r Q 2015
(the "Effective Date").
SECTION 1
BACKGROUND AND PURPOSE
1.1 Background.
1.1.1 New residential development or an increase in density by redevelopment in
existing neighborhoods creates the need for additional park and recreation facilities. The
City has in effect a Neighborhood and Community Park Dedication Policy to ensure the
provision of adequate park and recreational areas with needed facilities in the form of
neighborhood parks and community parks ("Policy"). The Policy governs all park
dedication and improvement requirements within the City of Fort Worth.
1.1.2 The Owner and its Affiliates intend to develop portions of land on the far north
side of the City. Owner and its Affiliates do not own all of the land shown on Exhibit
"A". The "Development Property" means certain portions of property owned by Owner
and/or its Affiliates, such portions being generally within the area shown on Exhibit"A".
Owner and/or its Affiliates have constructed or currently intend to cause construction of
approximately 263 single-family units and 3,917 multi-family units (collectively, a total
of 4,180 units, referred to herein as the "Anticipated Units") and certain other
improvements on the Development Property (the "Project") as described on Exhibit "B"
attached hereto and included herein.
1.1.3 The Project creates the need for additional parkland in the City and, therefore, is
subject to the Policy.
1.1.4 For purposes of this Agreement, "Affiliate" shall mean all entities, incorporated
or otherwise, under common control with, controlled by, or controlling Owner.
1.2 Effect and Puipose. The City and Owner acknowledge that this Agreement is not
intended to supersede the Policy; rather, it is meant to identify certain specific responsibilities
and obligations of the Owner and City as they relate to the Policy and the Project. To the extent
that the Policy conflicts with the terms agreed to herein by the parties, the Policy shall govern.
The parties acknowledge and understand that the City may, from time-to-time, revise the Policy;
therefore, to the extent that any future Policy revisions impact the terms of this Agreement, the
parties shall amend this Agreement accordingly. A failure to amend this Agreement shall not
render it void; however, any future changes to the Policy that legally affect the terms of this
Agreement shall automatically be incorporated and supersede any conflicting terms stated herein,
MOU and Agreement with Hillwood Alliance Services,LLC 1 of 26
provided, however, that such changes to the Policy shall be only applied on a prospective, and
not retroactive, basis for legally vested rights (e.g., Policy changes shall not be applied to result
in fee increases that apply retroactively with respect to portions of the Development Property that
have legally vested rights under this Agreement prior to such Policy changes).
SECTION 2
NEIGHBORHOOD PARK
2.1 Neighborhood Park Dedication.
2.1.1 Owner will, from time to time as development occurs, dedicate to the City up to
approximately 59 acres of land identified on Exhibits "C-1" and "C-2", which are attached
hereto and incorporated herein for all purposes (said dedicated land referred to herein as the
("Neighborhood Park Dedication Land"), but no less than the minimum requirement set forth
in the Policy, which for purposes of the Anticipated Units is 21.56 acres. However, Owner may,
upon prior approval of the Director of the City's Parks and Community Services Department or
that person's designee ("Director") identify other land, not identified on Exhibits "C-1" and "C-
2", as land to be dedicated to the City rather than that described on Exhibits "C-1"and "C-2".
2.1.2 City acknowledges and agrees that the approximately 59 acres of Neighborhood
Park Dedication Land is actually in excess of the amount of land (21.56 acres) required by the
City to be dedicated for neighborhood park land under the Policy in effect as of the Effective
Date for the development of the Anticipated Units. City agrees that, in the event Owner and its
Affiliates develop more than the Anticipated Units within the Development Property, City will
give Owner and its Affiliates credit toward any additional neighborhood park land dedication
requirements for development in excess of the Anticipated Units up to the maximum amount
allowed under the Policy. Additional park land dedication and development fees and
improvements will be required upon surpassing the Anticipated Units. For example purposes
only, if Owner and/or its Affiliates dedicate 59 acres of land pursuant to this Agreement, and
subsequently develop more than the Anticipated Units such that the neighborhood park land
dedication requirement for such additional development is 40 acres, Owner and/or its Affiliates
will receive credit of 37.44 acres (i.e., 59 acres dedicated under this Agreement less 21.56 acres
actually required under existing City policy to be dedicated) toward such 40 acre requirement.
The credits are not assignable except as set forth in this Agreement and will not carry forward to
any other project or development that is not the subject of this Agreement.
2.1.3 For any portion of Neighborhood Park Dedication Land indicated on Exhibit "H",
attached hereto and incorporated herein by reference, as "Neighborhood Park Reverter Land",
Owner may include a right of reverter in the dedication deed for the Neighborhood Park Reverter
Land only. The right of reverter may provide that if the City does not use the Neighborhood
Park Reverter Land for the permitted use (which shall include allowing the Property to remain
open space, vacant and unimproved, and includes passive use), then the Neighborhood Park
Reverter Land shall revert to Owner or its Affiliate. No portion of Overlook Park, as set forth in
Exhibit C-1, shall be subject to a reverter.
2.2 Neighborhood Park Development.
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2.2.1 The Policy currently requires that the Owner bear the proportional cost of
improvements of a neighborhood park at a rate of $30,000.00 per acre based on the required
acreage of the neighborhood park dedication, which for this Project is calculated to be six
hundred forty-six thousand eight hundred dollars and no cents ($646,800.00) (21.56 required
acres x $30,000.00 fee) (said amount being referred to in this Agreement as the "Neighborhood
Park Development Fee").
2.2.2 Owner and/or its Affiliates shall expend or cause to be expended the
Neighborhood Park Development Fee in construction costs for site development of
neighborhood parks (public and private) to include, but not be limited to, landscaped and
permanently-dedicated pedestrian access points and trail connections, seating, shade structures
(including, without limitation, pool shade structures), signage, dog parks, patios, playgrounds,
and any other facilities invested for the purpose of passive or active park development that are
reasonably acceptable to the Director and consistent with the Policy (collectively, the
"Approved Improvements"), a non-exclusive list of which is attached hereto as Exhibit "D"
and incorporated herein for all purposes.
2.2.3 Pursuant to Section IV.D. of the Policy, City agrees to grant Owner a credit of up
to 75% toward the Neighborhood Park Development Fee (an amount equal to $485,100.00)
("Development Fee Credit"), provided that Owner and/or its Affiliates expend or cause to be
expended the Development Fee Credit on various active or passive private park improvements
(consisting of one or more of the active or passive park improvements listed on Exhibit "D")
within Owner's and/or its Affiliates' land within the Project. Any credits above and beyond 75%
will require Fort Worth City Council approval before they can be issued on any development.
2.2.4 Owner and/or its Affiliates will either (i) expend or cause to be expended the
remaining 25% of the Neighborhood Park Development Fee on various passive or active public
park improvements (consisting of one or more of the public park improvements listed on Exhibit
"D") within the Neighborhood Park Dedication Land, or (ii) pay to the City an amount equal to
25% of the Neighborhood Park Development Fee. Owner can satisfy the requirements of the
foregoing (i) or (ii) by any combination of (i) and (ii) above (i.e., Owner can pay part of the
amount pursuant to subsection (ii) and expend or cause to be expended the remaining amount
pursuant to subsection (i) above).
2.2.5 If the Owner and/or its Affiliates expend or cause to be expended at least the total
amount of the Neighborhood Park Development Fee as set forth in Sections 2.2.3 and 2.2.4 of
this Agreement, Owner and its Affiliates shall have no obligation to pay any Neighborhood Park
Development Fee to the City with respect to Owner's and its Affiliates development of the
Anticipated Units.
2.2.6 Park Improvements
(a) Any proposed park improvements by the Owner or its Affiliate on
Neighborhood Park Dedication Land must be submitted to the Director, in
writing, and approved by the Director before any work begins. The City agrees to
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respond in writing to the Owner's request within thirty (30) business days of
receipt. In the event that the City fails to issue a decision or comment within the
above-stated deadline, the Owner or its Affiliate shall provide the City with
written notice of such failure and an opportunity to provide said decision or
comment within ten (10) business days after receipt of such notice. If the City
does not respond within such additional 10-business day period, then the
requested approval will be deemed to have been granted. The deadline may be
extended by written mutual agreement of the parties. All construction plans shall
conform to the City's Parks and Community Services Department design,
construction, and specification standards and any approvals necessary shall
conform to the Policy; and the City reserves the right, per the Policy, to review all
construction documents for compliance with City construction requirements and
to perform standard construction inspections of all such park improvements.
Further, any park improvements on Neighborhood Park Dedication Land that are
actually dedicated to the City must meet the City's construction standards, and the
City shall have the right to review plans that were used in the construction of such
park improvements.
(b) With respect to proposed park improvements on property other than the
Neighborhood Park Dedication Land, Owner will provide the City with a site
plan/concept plan prior to any final plat approval and construction, but City's
approval of such plans is not required provided that the proposed improvements
are on the list of Approved Improvements set forth on Exhibit"D".
2.2.7 From time-to-time, as development of the Project occurs with each final plat or
unified residential form application, Owner and/or its Affiliates will submit a tracking log in the
form of Exhibit "E" attached hereto, in order to track the Neighborhood Park Development Fee
expended and the Neighborhood Park Dedication Land dedicated through the date of the
applicable tracking log. The tracking log set forth in Exhibit E represents the current status of
the Project to date, including all land dedicated and fees paid.
2.3 Miscellaneous.
2.3.1 City acknowledges that the Owners and its Affiliates have satisfied its obligation
to provide the neighborhood park infrastructure described in Section IVY. of the Policy.
2.3.2 City and Owner agree that, if and to the extent Owner and/or its Affiliates have
constructed the Anticipated Units but have failed to expend or cause to be expended the
Neighborhood Park Development Fee (and/or made the payments specified in Subsection 2.2.4
above) in accordance with this Agreement within 15 years after the Effective Date, then Owner
will pay the City an amount equal to the difference of the required Neighborhood Park
Development Fees set forth on the most recent tracking log submitted pursuant to Subsection
2.2.7 above, minus the amount of Neighborhood Park Development Fee actually expended by
Owner and/or its Affiliates, and minus the amount(s) paid by Owner pursuant to Subsection
2.2.4(ii) above. For the avoidance of doubt, City and Owner agree that Owner's obligation to
expend or cause to be expended the Neighborhood Park Development Fee (and/or made the
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payments specified in Subsection 2.2.4 above) is only to the extent Owner has actually
constructed the Anticipated Units.
2.3.3 If the Owner wishes to construct park improvements on Neighborhood Park
Dedication Land owned by the City, then the parties shall execute a license agreement setting
forth the terms under which such construction and installation will occur. With respect to park
improvements constructed on Neighborhood Park Dedication Land owned by the Owner and to
be dedicated to the City, the Owner is responsible and liable for all such improvements,
including, but not limited to, any personal injury or property damage that may occur as a result
of such ownership, until such time as the City takes ownership of the affected Neighborhood
Park Dedication Land and the associated improvements.
SECTION 3
COMMUNITY PARK
3.1 Owner agrees to set aside approximately 164 acres of land as identified on Exhibit F,
which is attached hereto and incorporated herein, for the purpose of either dedicating or selling
such property to the City to be used as community parkland ("Community Park").
3.2 Owner shall dedicate at least 32.33 acres of the Community Park to the City ("Required
Community Park Dedication"), which is the minimum required amount to be dedicated in
connection with the development of the Anticipated Units per the Policy. Owner shall from
time-to-time as development of the Anticipated Units occurs, dedicate the Required Community
Park Dedication land. With regard to the remaining approximate 131.67 acres of Community
Park, Owner agrees to either dedicate or sell such remainder to the City ("Community Park
Reverter Land"). The approximate location and boundary of the Required Community Park
Dedication land and the Community Park Reverter Land are set forth in Exhibit F, which is
attached hereto and incorporated herein for all purposes. City and Owner will mutually
determine which specific land within the areas identified on Exhibit "F" will be dedicated,
donated, or sold to the City, provided that the total amount of Community Park Dedication Land
will be at least 32.33 acres. Provided Owner complies with the dedication provisions of this
Section 3.2, no further community park dedications or fees will be required in connection with
development of the Anticipated Units. Notwithstanding anything to the contrary, the parties may
agree, in writing, to revise the specific land within the Community Park to be dedicated, donated,
or sold.
3.2 For any amount of Community Park that is indicated on Exhibit"F" as "Community Park
Reverter Land", Owner or its Affiliate may include a right of reverter in the dedication deed for
the Community Park Reverter Land only. The right of reverter may provide that, if the City does
not use the Community Park Reverter Land for the permitted use (which shall include allowing
the Property to remain vacant and unimproved), then the Community Park Reverter Land shall
revert to Owner or its Affiliate.
MOU and Agreement with Hillwood Alliance Services,LLC 5 of 26
SECTION 4
MISCELLANEOUS
4.1 Conveyances. The Policy and this Agreement shall govern conveyance of any property
to the City that is the subject of this Agreement, with the understanding that the Owner will
reserve water and mineral rights and all conveyances are subject to approval by the Fort Worth
City Council. The form of deed for conveyances to the City is attached hereto as Exhibit"G".
4.2 Notices. All written notices called for or required by this Agreement shall be addressed
to the following, or such other party or address as either party designates in writing,by certified
mail,postage prepaid, or by hand delivery:
City:
City of Fort Worth
Parks & Community Services Department
1000 Throckmorton
Fort Worth, Texas 76102
with copy to:
City Attorney
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Owner:
Hillwood Alliance Services, LLC
13600 Heritage Parkway
Suite 200
Fort Worth, Texas 76177
Attn: Robert Folzenlogen
With copy to:
Hillwood Development Company, LLC
13600 Heritage Parkway
Suite 200
Fort Worth, Texas 76177
Attn: Associate General Counsel
4.3 Assignment. Owner, upon thirty (30) days' written notice to the City, may assign,
transfer or otherwise convey all or any of its rights or obligations under this Agreement to an
Affiliate so long as the Affiliate is the owner in fee simple of the applicable portion of the
Development Property to which the assignment relates, and with the understanding that Owner
MOU and Agreement with Hillwood Alliance Services,LLC 6 of 26
shall provide written notice to the City within thirty (30) calendar days thereafter of the name
and telephone number of a contact person with the Affiliate. Owner may not otherwise assign,
transfer or otherwise convey any of its rights or obligations under this Agreement to a new owner
of the Development Property and/or Approved Improvements without the prior consent of the
City, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of
the assignee or successor and a finding by the City that the proposed assignee or successor is
financially capable of meeting the terms and conditions of this Agreement, (ii) that the present
Owner is current on all park dedication requirements, park improvement requirements, and park
fees, and (iii)prior execution by the proposed assignee or successor of an agreement in writing to
assume all covenants and obligations of Owner under this Agreement with respect to the
applicable portion of the Development Property to which the assignment relates. In cases where
the City's consent is required, any attempted assignment without the City's prior consent shall be
null and void. Any lawful assignee or successor in interest of Owner of all or any rights or
obligations under this Agreement shall be deemed "Owner" for all purposes under this
Agreement with respect to such rights or obligations.
4.4 Liens and Mortgages. Owner does not have the authority to engage in any act or to make
any contract which may create or be the foundation for any lien or mortgage upon any real property
and improvements owned by the City. If any such purported lien or mortgage is created or filed,
Owner, at no cost to the City, shall liquidate and discharge the same within thirty(30) days of such
creation or filing. Owner's failure to discharge any such purported lien within this time frame will
constitute a breach of this Agreement. Owner's financial obligation to the City to liquidate and
discharge such lien or mortgage shall continue in effect following termination or expiration of this
Agreement and until such a time as the lien or mortgage is discharged.
4.5 Interpretation. In the event of any dispute over the meaning or application of any
provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and
neither more strongly for or against any party, regardless of the actual drafter of this Agreement.
4.6 No Third-Party Rights. The provisions and conditions of this Agreement are solely for
the benefit of the City and Owner, and any lawful assign or successor of Owner, and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
4.7 Binding Covenants. Subject to the limitations contained herein, the covenants, conditions
and agreements made and entered into by the parties hereto are declared to be for the benefit of
and binding upon their respective successors,representatives and assigns, if any.
4.8 No Waiver. The failure of either party to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted hereunder shall not constitute a
waiver of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
4.9 Venue and Jurisdiction. If any action, whether real or asserted, at law or in equity, arises
on the basis of any provision of this Agreement, venue for such action shall lie in state courts
located in Tarrant County, Texas or the United States District Court for the Northern District of
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Texas - Fort Worth Division. This Agreement shall be construed in accordance with the laws of
the State of Texas.
4.10 Severability. If any of the provisions contained in this Agreement shall be held, for any
reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability, shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
4.11 Governmental Powers. It is understood that by execution of this Agreement, the City
does not waive or surrender any of it governmental powers or immunities.
4.12 Captions. Captions and headings used in this Agreement are for reference purposes only
and shall not be deemed a part of this Agreement.
4.13 Compliance with Laws and Regulations.
(a) This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
(b) Owner shall materially comply with all Parks and Community Services
Department regulations and policies.
4.14 Audit. Owner agrees that City and its internal auditor will have the right to audit, which
shall include, but not be limited to, the right to reasonable access to and the right to examine, the
financial and business records of Owner that relate to this Agreement, including, but not limited
to, all reasonably necessary books, papers, documents, records, and personnel, (collectively
"Records") in order to determine compliance with this Agreement. Owner shall make all
Records available to City at Owner's office within thirty (30) days after written notice by City
and shall otherwise reasonably cooperate with City during any audit. Notwithstanding anything
to the contrary herein, this section shall survive expiration or earlier termination of this
Agreement for a period of three (3) years.
4.15 Authorization. By executing this Agreement, Owner's agent affirms that he or she is
authorized by Owner to execute this Agreement and that all representations made herein with
regard to Owner's identity, address, and legal status are true and correct.
4.16 Counterparts and Electronic Signatures. This Agreement may be executed in several
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument. A signature received via facsimile or electronically via email shall
be as legally binding for all purposes as an original signature.
4.17 Amendments. Except as otherwise provided in this Agreement, the terms and provisions
of this Agreement may not be modified or amended except upon the written consent of both the
City and Owner.
MOU and Agreement with Hillwood Alliance Services,LLC 8 of 26
4.18 Sole Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement
between the City and Owner, and any lawful assign and successor of Owner, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement, provided that, to the
extent such terms of the Agreement conflict with the Policy, then the Policy shall govern.
EXECUTED to be effective on the Effective Date.
CITY OF FORT WORTH HILLWOOD ALLIANCE SERVICES,
LLC
$,jj§ah Alanis Name:
Assistant City Manager Title: ,°` �, A ; AA __
Date: � a Date:
ecomme
nde fo
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ova y:
Ri hard Zavala, Director
Par s and Community Services Department
APPROVED AS TO FORM
AND LEGALITY:
Tyler
Assist t��ity Attorney
ATT S
a Ka
City Secret ry
Contract Authorization—No M&C needed
a
MOU and Agreement with Hillwood Alliance Services,LLC 9 of 26
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Exhibit C-1
Neighborhood Park Land Dedication
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Exhibit C-2
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EXHIBIT V
NEIGHBORHOOD PARK APPROVED IMPROVEMENTS
Active
Playground
Practice field with backstop
Multi-Use slab with basketball backboard and goal
Disc Golf
Splash pad
Fitness circuit
Skatepark
Dog park
Pool area gazebos and arbors
Outdoor performance pavilion
Outdoor BBQ/Cooking Facility
Passive
Picnic Shelter
Walking Trail
Outdoor social spaces
Interpretive learning(wildlife,plantlife,sutainability,etc.)
Fishing pond
Bookstation
Public art exhibit
Community garden
MOU and Agreement with Hillwood Alliance Services,LLC 14 of 26
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Exhibit F
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Exhibit G
NOTICE OF CONFIDENTIALITY RIGHTS. IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS.
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
[DEDICATION OR SPECIAL WARRANTY DEED]
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF §
That a ("Grantor"), for and in
consideration of the acceptance of the terms, conditions and reservations contained herein by
The City of Fort Worth, Texas, a municipal corporation of Tarrant County, Texas ("Grantee"),
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,
Has GRANTED[, SOLD,] and CONVEYED, and by these presents does GRANT[,
SELL,) and CONVEY, unto Grantee, as a dedication for the uses set forth herein, all of that
certain tract of real property situated in Tarrant County, Texas described in Exhibit "1" attached
hereto and made a part hereof by reference(the "Property").
This conveyance of the Property is made and accepted subject to the following
(collectively, the "Permitted Exceptions"): (i) the restrictions and reservations hereinafter set
forth, (ii) the easements reserved as set forth in Exhibit "T' attached hereto and made a part
hereof by reference, (iii) the restrictions set forth on Exhibit "Y' attached hereto and made a part
hereof by reference, and (iv) all matters of record affecting the Property that may exist as of the
recordation of this instrument and all matters that a current, accurate survey of the Property
would reveal. Grantor shall pay all [INSERT YEAR OF CONVEYANCE] ad valorem taxes
against the Property.
The Property is conveyed to Grantee to be used only for the following purpose (the
"Permitted Purpose"): [DESCRIBE APPLICABLE PARK USE, to include passive, vacant,
open space and unimproved property. Property that is unimproved and not actively used by the
public is also a Permitted Purpose.].
There is excepted from this conveyance and reserved unto Grantor all of the water
(including, without limitation, underground water from any and all depths and geological
formations, surface water, diffuse surface flow and runoff, and harvested rain water), oil, gas and
other minerals in, on or under the Property; provided, however, Grantor shall not have the right of
ingress and egress over the surface of the Property for mining, drilling, exploring, operating, and
developing such water, oil, gas and other minerals. Notwithstanding anything to the contrary,
nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from
using, exploring for, developing or producing the water, oil, gas and other minerals in and under the
MOU and Agreement with Hillwood Alliance Services,LLC 17 of 26
Property, or lands pooled or unitized therewith, by pooling or by wells drilled and other subsurface
operations in and under the Property(including, without limitation, directional or horizontal drilling
techniques, fracturing and other completion operations) originating from surface locations not on
the Property, or by any other method that does not require ingress and egress over the surface of the
Property.
[ONLY FOR NEIGHBORHOOD PARK REVERTER LAND AND COMMUNITY PARK
REVERTER LAND: Grantor hereby retains and reserves a possibility of reverter in favor of
Grantor pursuant to which the conveyance hereunder shall be automatically void and the estate
granted shall be automatically terminated and forfeited, without the necessity of any notice
(except as expressly provided in this Dedication. Deed), election or re-entry whatsoever, with
respect to any portion of the Property that, for a period of two years, is not used for the
Permitted Purpose, and Grantor gives Grantee written notice of such condition and such
condition continues to exist 60 days following the giving of such notice, whereupon, effective as
of the expiration of such 60-day period, all right, title and interest in and to such portion of the
Property and all improvements then existing thereon shall automatically revert to Grantor. It is
the express intention of Grantor and Grantee that Grantor is conveying to Grantee an estate in
fee simple determinable in and to the Property and that the provisions of this paragraph shall
constitute conditional limitations upon the estate conveyed herein and not a covenant or a right
of re-entry for breach of condition subsequent, such that fee simple title to the Property or the
portion thereof that is not used for the Permitted Purpose for a period of two years, together with
improvements then existing thereon, shall automatically revert to Grantor, and no notice (except
as expressly provided in this Dedication Deed), election or re-entry upon. the Property shall be
required to vest title to the Property (or portion thereq) and all improvements then existing
thereon, in Grantor. Neither the occurrence of a conditionn due to an act or failure to act by a
third party, nor impossibility or inability of Grantee to prevent the occurrence of a condition,
shall excuse such occurrence or condition or prevent the automatic termination of the
determinable fee estate conveyed hereby.
The right of reversion reserved herein shall terminate and shall be of no further force or
effect 21 years less one day after the death of the last survivor of any of the descendants of
Queen Elizabeth. II of England living on the date of execution of this Dedication Deed. The
possibility of reverter and all other rights, options and easements retained or reserved by
Grantor in this Dedication Deed shall be the property of and shall inure to the benefit of
Grantor, its successors and assigns, and are not appurtenant to any tract of property (other than
the Property). All provisions of this Dedication. Deed applicable to Grantor and Grantee shall
be applicable to their respective successors and assigns.]
Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past,
present or future, of, as, to or concerning (i) the nature and condition of the Property, including,
but not limited to, the suitability thereof for any activity or use; (ii) the condition of any
improvements located thereon; (iii) the compliance of the Property with any laws, rules,
ordinances or regulations of any government or other body. The conveyance of the Property as
provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in
consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as
otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ARE EXPRESSLY DISCLAIMED.
MOU and Agreement with Hillwood Alliance Services,LLC 18 of 26
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together
with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its
successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted
Exceptions, unto Grantee, its successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor, but not
otherwise.
EXECUTED this day of , 20_.
a
By: , a ,
its general partner
By:
Name:
Title:
ACCEPTED ON THE TERMS AND
CONDITIONS CONTAINED HEREIN:
The City of Fort Worth, Texas
By:
Approved as to Form and Legality:
Assistant City Attorney
MOU and Agreement with Hillwood Alliance Services,LLC 19 of 26
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 20_, by
of a
on behalf of said , in its capacity as general
partner of of a on behalf of said
Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this day of ,
20_,by of the City of Fort Worth,
Texas, and by , Assistant City Manager of the City of Fort
Worth, Texas, a municipal corporation, on behalf of the City of Fort Worth, Texas.
Notary Public, State of Texas
MOU and Agreement with Hillwood Alliance Services,LLC 20 of 26
GRANTEE'S ADDRESS: AFTER RECORDING, RETURN TO:
The City of Fort Worth The City of Fort Worth
1000 Throckmorton 1000 Throckmorton
Fort Worth, TX 76102 Fort Worth, TX 76102
Attention: City Manager Attention: City Manager
WITH COPY TO:
AIL Investment, L.P.
13600 Heritage Parkway Suite 200
Fort Worth, TX 76177
Attention: L. Russell Laughlin
MOU and Agreement with Hillwood Alliance Services,LLC 21 of 26
EXHIBIT "2"
EASEMENTS RESERVED
1. Grantor reserves a perpetual easement on, over, under and across the portion of the
Property described below as the `Basement Area" for the purposes of installing, operating,
upgrading and maintaining underground fiber optic lines, equipment and other utilities, as
determined by Grantor(collectively,the "Facilities"). Neither Grantee nor its successors or assigns
shall take any action that shall interfere with Grantor's use of the Easement Area for the purposes
set forth above. This Reserved Easement is an easement in gross and is assignable in whole or in
party by Grantor.
The term"Easement Area"means:
(a) a ten-feet wide portion of the Property within and along all
boundaries of the Property as generally shown on Exhibit 2-A attached
hereto and incorporated herein by reference; and
(b) [all other easements will be determined by Grantor as are
necessary to install, operate, upgrade and maintain the Facilities and all
lines and other connections connecting into the Facilities, and will be
identified in. an. exhibit to this Dedication.Deed to be labeled 2-A.]
NEITHER GRANTOR NOR ITS ASSIGNEES IS OBLIGATED TO INSTALL ANY
FACILITIES. SUCH DECISION SHALL BE MADE IN THE SOLE DISCRETION OF
GRANTOR OR ITS ASSIGNEE.
2. Grantor reserves for the benefit of the City of Fort Worth, Texas, AllianceAirport
Authority, Inc., Alliance Air Management, Ltd. (d/b/a Alliance Air Services), Alliance Aviation
Management, Ltd. (d/b/a Alliance Aviation Services), Alliance Aviation Investors, L.P., Alliance
Air Services, Inc., Alliance Aviation Services, Inc., persons or entities conducting aircraft and
aviation related operations to, at, from or in the vicinity of Fort Worth Alliance Airport
("Alliance Airport"), persons or entities owning, leasing or occupying facilities at or in the
vicinity of Alliance Airport and persons or entities operating any business at or in the vicinity of
Alliance Airport(collectively, the "Benefited Parties") an easement on the Property for:
(a) the free and unobstructed use and passage of all types of aircraft over the
Property; and
(b) noise, vibration, fumes, dust, other particulate matter, fuel, or lubricant resulting
from aircraft landing, taking off or operating at, to or from Alliance Airport.
Grantee, by accepting this Deed, for itself and all future owners of all or any portion of the
Property, acknowledges that the Property is in the vicinity of Alliance Airport and accepts and
releases the Benefited Parties from all claims, causes of action and liabilities of any nature
arising out of or in connection with the use of the easement or related to the proximity of the
Property to Alliance Airport and the annoyances and effects resulting therefrom, including,
MOU and Agreement with Hillwood Alliance Services,LLC 22 of 26
without limitation, noise, vibration, fumes, dust, fuel, lubricants, other particulate matter and
interference with sleep and communication.
3. Grantor hereby reserves a perpetual non-exclusive assignable easement across and
through all air space from a height of 17.5 feet above the surface of the Property to an infinite
height above the surface of the Property, to use such air space for any use that does not
unreasonably interfere with Grantee's permitted use of the Property or improvements placed by
Grantee in such easement area that are consistent with Grantee's permitted use of the Property.
This easement is an easement in gross and is assignable in whole or in part by Grantor.
By its acceptance of this Dedication Deed, Grantee agrees, subject to any necessary approvals by
its governing body, to execute such further instruments confirming or evidencing the easements
reserved in this Exhibit "T' as Grantor from time to time may reasonably request, including, but
not limited to, any utility easement documents used by any utility company, although such
execution is not necessary for the exercise of any rights under this easement.
MOU and Agreement with Hillwood Alliance Services,LLC 23 of 26
Exhibit "2-A"
[Attach description or drawing of easement area]
MOU and Agreement with Hillwood Alliance Services,LLC 24 of 26
Exhibit "Y'
Restrictions
[Add list of applicable restrictions, but such restrictions, at the very least, will allow for the following:]
A. As to community parks, any publicly owned and operated recreational facilities,
including,but not limited to, the following:
Standard Phase I Community Park Recreational Uses and Facilities
Playground
Picnic tables w/out cookers
Multi-use court
Park security lights
Practice backstop w/slab
Ballfield w/lights, irrigation, slab and bleachers/fencing
Soccer goals
Parking(20-30 spaces)
Hike and Bike concrete trail
In-Line Skate Rink
Park benches
Water Fountains
Picnic tables w/cookers
Passive non-structured use
Picnic shelter
Fishing(where applicable)
B. As to neighborhood parks:
Standard Phase I Neighborhood Park Recreational Uses and Facilities
Playground
Picnic tables w/cookers
Picnic shelter
Picnic tables w/out cookers
Multi-use court
Park security lights
Practice Backstop w/slab
Passive non-structured open space
Soccer goals
Fishing(where applicable)
Hike and Bike Trails (where applicable)
Park benches
MOU and Agreement Concerning Park Development at Alliance Corridor and North Foil Worth 25 of 26
Exhibit H
AW
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NORTH TARRANT'PkWY ,.
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OPEN SPACE
REm DEDICATION����1j •,, ^P��^..
t57ACRE9
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SURGERY
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3 � i�j t376ACRES /ii f // U/
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VILLAGE
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PARK SPACE SUM MARY
G
LAND USE DEDIGATED ACREAGE
�-
0%„/�/�//
.ij/MOnterra Park SJ �j..
TOTAL REQUIRE D 22.0
;.....
MOU and Agreement Concerning Park Development at Alliance Corridor and North Fort Worth 26 of 26