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CONTRACT NQ. g9UY"7
AGREEMENT CONCERNING OPERATION OF
ALPHA RANCH FRESH WATER SUPPLY DISTRICT NO. 1
OF DENTON AND WISE COUNTIES
STATE OF TEXAS §
COUNTY OF DENTON §
This Agreement Concerning Operation of Alpha Ranch Fresh Water Supply District No.
1 of Denton and Wise Counties (this "Agreement") is entered into by the City of Fort Worth,
Texas, a home-rule municipal corporation situated in Tarrant, Parker, Tarrant, Denton, and Wise
Counties, Texas (the "C "), and Alpha Ranch Fresh Water Supply District No. 1 of Denton and
Wise Counties, a fresh water supply district operating pursuant to Chapters 49, 51 and 53 of the
Texas Water Code (the "District"), effective J , 20J-6(the "Effective Date").
11
ARTICLE I
RECITALS
A. The Alpha Ranch Fresh Water Supply District No. 1 of Denton and Wise
Counties (the "District") was created by order of the Texas Commission on Environmental
Quality ("TCEQ") as a water control and improvement district pursuant to Article XVI, Section
59, Texas Constitution, and pursuant to Section 51.045 of the Texas Water Code and has been
converted to a fresh water supply district operating pursuant to Chapters 49, 51 and 53 of the
Texas Water Code, encompassing 1,293.736 acres of land, consisting of the Alpha Ranch LLC
Tract and the Elizabeth Creek Tract as hereafter defined.
B. CTMGT Alpha Ranch LLC is the owner of 1,122.139 acres in Denton and Wise
Counties in the City's extraterritorial jurisdiction ("ETJ") within the District, shown on Exhibit
A and more particularly described in Exhibit B attached hereto and incorporated herein by
reference (the "Alpha Ranch LLC Tract").
C. CTMGT AR II LLC is the owner of 160.8963 acres of land in Denton County in
the City's ETJ within the District, shown on Exhibit A and more particularly described in
Exhibit B-1 attached hereto and incorporated herein by reference (the "Elizabeth Creek Tract").
D. CTMGT Alpha Ranch LLC is the owner of 171.089 acres of land adjacent to the
District, shown on Exhibit A and more particularly described in Exhibit B-2 attached hereto and
incorporated herein for all purposes, and has submitted a petition to the City seeking consent to
annexation of such property by the District. (the "CTMGT Tract").
E. The Ryan Dynasty Trust is the owner of 12.916 acres of land adjacent to the
District, shown in Exhibit A and more particularly described in Exhibit B-3 attached hereto and
incorporated herein for all purposes, and has submitted a petition to the City seeking consent to
annexation of such property by the District(the "Ryan Trust Tract").
F. "Property" means, collectively, the Alpha Rand i. I I C Elizabeth
Creek Tract. If the District annexes the CTMGT Tract, "Propert " will also include t CTMGT
OFFICIAL RECORD
Agreement Concerning Operation of Alpha Ranch CITY SECRETARY
Fresh Water Supply District No. 1 of Denton and Wise Counties FT.WORTH,TX Page 1
Tract. If the District annexes the Ryan Trust Tract, "Property" will also include the Ryan Trust
Tract.
G. On May 16, 2006, the City Council of the City of Fort Worth (the "City Council")
approved Resolution No. 3345-05-2006 (the "Consent Resolution") consenting to creation of
Alpha Ranch Water Control and Improvement District of Denton County.
H. The Consent Resolution provided that the City shall have the right to review and
approve the District's bonds and notes prior to issuance and to place restrictions on the terms and
provisions of the bonds and notes issued by the District and conditions on the sale of bonds and
notes by the District to the extent such restrictions and conditions do not generally render the
District's bonds and notes unmarketable and limited the purposes for which the District may
issue bonds to expenditures relating to the provision of water, wastewater and drainage services.
I. The Property is subject to that certal Development Agreement for the Alpha
Ranch Development dated 20 (the "Development Agreement") (City
Secretary Contract No. LooF ) Mayor and Council Communication
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth,the Parties contract and agree as follows:
ARTICLE II
DEFINITIONS
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or other
instrument evidencing a proportionate interest in payments, due to be paid by the District, or (b)
any other type of obligation that (1) is issued or incurred by the District under the District's
borrowing power, without regard to whether it is subject to annual appropriation, and (2) is
represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but
shall not include reimbursement agreements entered into between the District and a developer of
the Property or bond anticipation notes.
"Bond Limit Amount" means the maximum amount of Bonds, excluding refunding Bonds, that
may be issued by the District pursuant to Section 4.04 of this Agreement.
"CFA Policy" means the "Policy for the Installation of Community Facilities" as amended in
March 2001 (M & G-13181), in effect on the Effective Date, including any amendments thereto
that are in effect on the Effective Date.
"Consent Resolution"means Resolution No. 3345-05-2006 adopted by the City Council on May
16, 2006 consenting to creation of the District.
"Development Agreement" has the meaning set out in Recital I.
"District" means Alpha Ranch Fresh Water Supply District No. 1 of Denton and Wise Counties,
created as a water control and improvement district and converted to a fresh water supply
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 2
district, and operating under Chapters 49, 51 and 53 of the Texas Water Code, and, where
consistent with the meaning of such section, any district resulting from division of the District,
expressly including without limitation Article IV.
"Effective Date" means the date on which this Agreement is executed by the City and the
District.
"Joinder Agreement" means the agreement attached as Exhibit C.
"Notice"means notice as defined in Section 11.01 of this Agreement.
"Party" means, individually, the City or the District.
"Property" has the meaning set out in Recital F.
"Road Projects" means construction, acquisition, improvement, maintenance and operation of
macadamized, graveled or paved roads and turnpikes and improvements in aid of such roads and
turnpikes.
ARTICLE III
CITY CONSENTS; EXECUTION OF JOINDER
3.01 City Consents. The City consents to: (a) conversion of the District to a fresh
water supply district operating under Chapter 53, Texas Water Code, as amended; (b) issuance of
Bonds by the District for Road Projects in addition to the other authorized projects under this
Agreement; and (c) any other actions taken by the District as required for the District to obtain
the authority to issue bonds for the purposes set forth in Section 4.02.
3.02 Execution of Joinder. Within sixty (60) days after the Effective Date, the District
shall deliver to the City a joinder instrument by which the District shall confirm and adopt the
applicable terms and provisions of the Development Agreement, in substantially the form
attached hereto as Exhibit C (the "Joinder Agreement"). Any district resulting from division of
the District shall confirm and adopt the Joinder Agreement in substantially the form attached
hereto as Exhibit C within sixty(60) days after the Effective Date of such division.
ARTICLE IV
ISSUANCE OF BONDS AND CONSENT TO ROAD PROJECTS
4.01 Issuance of Bonds. The District and any district resulting from division of the
District may issue Bonds only as permitted by law and this Agreement. This Agreement shall
wholly supersede the Consent Resolution with regard to restrictions on the terms and provisions
of the Bonds issued by the District and any district resulting from division of the District,
conditions on the sale of Bonds, and the purposes for which the District and any district resulting
from division of the District may issue Bonds. Except as authorized by this Agreement, the
District and any district resulting from division of the District shall not issue Bonds without prior
approval of the City Council.
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 3
4.02 Purposes. The purposes for which the District and any district resulting from
division of the District may issue Bonds shall be restricted to the following:
(i) Purchase, construction, acquisition, repair, extension and improvement of land,
easements, works, improvements, facilities, plants, equipment, and appliances
necessary to:
(ii) Provide a water supply for the District for municipal, domestic, and commercial
uses;
(iii) Collect, transport, process, dispose of, and control all domestic, commercial,
industrial or communal wastes from the District, whether in fluid, solid, or
composite state;
(iv) Gather, conduct, divert, and control local storm water or other local harmful
excesses of water in the District; and
(v) Establishment, operation, maintenance and construction of facilities for the provision
of police, fire-fighting and other emergency services within the District; and
(vi) Purchase, construction, acquisition, repair, extension, and improvement of land,
easements, works, improvements, facilities, plants, equipment, and appliances as
shall be consistent with the purposes for which the District is organized; and
(vii) Construction, acquisition, improvement, maintenance and operation of
macadamized, graveled or paved roads and turnpikes and improvements in aid of
such roads and turnpikes (the "Road Projects"); and
(viii) Payment of creation and organization expenses, initial operation expenses, costs of
issuance, debt service reserve funds, interest during construction and capitalized
interest; and
(ix) Refunding of any outstanding Bonds of the District for debt service savings;
provided, however, that any such refunding Bonds otherwise satisfy the
requirements of this Agreement.
4.03 Limitations on Bonds. The District acknowledges that but for this Agreement, the
City's consent to inclusion of property within the District could include restrictions on the
purposes for which the District and districts resulting from division of the District may issue
Bonds and that those restrictions could entirely prohibit issuance of Bonds for roads.
4.04 Road Projects. This Agreement hereby authorizes and further consents to the
District undertaking the Road Projects within the District and to the issuance by the District of
Bonds for the Road Projects. In consideration for the City's consent to the Road Projects, the
District agrees that the total amount of Bonds issued by the District and all districts resulting
from division of the District for all purposes (excluding refunding Bonds) shall not exceed
$220,000,000.00, the current voted utility and bond authorization (the "Bond Limit Amount"),
unless specifically approved by the City Council. The District acknowledges that the Bond
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 4
Limit Amount is sufficient to accomplish the purposes of the District and that the District has
voluntarily agreed to the Bond Limit Amount in consideration for the City's consent to the
issuance of Bonds for the Road Projects. District facilities, if any, the cost of which exceeds the
Bond Limit Amount will be dedicated to the District without reimbursement unless otherwise
approved by the City Council.
4.05 Bond Requirements. The District shall obtain all necessary authorizations for
Bonds issued to finance the acquisition or construction of facilities and infrastructure for the
benefit of the District in accordance with this Agreement and laws applicable to the District. All
Bonds issued by the District shall comply with the following requirements:
i. Maximum maturity of 25 years for any one series of Bonds; and
ii. Interest rate that does not exceed two percent (2%) above the highest average
interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index"
during the 30-day period immediately preceding the date that the official notice of
the sale of such Bonds is given; and
iii. The Bonds shall expressly provide that the District shall reserve the right to
redeem Bonds at any time beginning not later than the tenth (10th) anniversary of
the date of issuance, without premium. No variable rate Bonds shall be issued by
the District without City Council approval; and
iv. Any refunding Bonds of the District must provide for a minimum of three percent
(3%) present value savings and, further, must provide that: (i) the latest maturity
of the refunding Bonds may not extend beyond the latest maturity of the refunded
Bonds unless approved by the City Council; and (ii) the refunding Bonds shall be
structured with a call date not to exceed seven (7) years from the date of issuance
of the refunding Bonds, unless otherwise approved by the City; and
V. No Bonds shall be issued by the District having an issuance date after
20X without the City's written approval; and
vi. No Bonds shall be issued by a district resulting from division of the District
having an issuance date after fifteen (15) years after approval of the first final plat
for land within such district.
vii. No Bonds shall be issued unless the principal amount of outstanding Bonds,
together with the amount of the proposed Bonds, would be equal to or less than
fifteen percent (15%) of either the certified taxable assessed valuation or most-
current certified estimate of taxable assessed valuation within the District
according to the Denton Central Appraisal District or its successor.
4.06 Certifications. With respect to any matter required by this Article IV to be
certified in writing, this Agreement also requires, and the District hereby warrants, that every
statement in any certification shall be true and correct in all material respects and that the person
signing the certification has been given the requisite authority to do so on behalf of the District.
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 5
4.07 Economic Feasibility. Before submission of an application for approval of
issuance of Bonds to the TCEQ (as and if applicable) or the Attorney General, the District's
financial advisor shall certify in writing to the City Secretary, City Manager, and Finance
Director that the Bonds are being prepared for issuance within the then-current economic
feasibility rules established by the TCEQ for districts issuing bonds for water, sewer, and
drainage in Denton County.
4.08 Notice of Bond Issues. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ (as and if applicable) or the Attorney
General, the District shall deliver to the City Secretary, City Manager, and Finance Director the
certification required by Section 4.07 and Notice containing: (a) the amount of Bonds being
proposed for issuance; (b) a description of the projects to be funded and/or the Bonds to be
refunded by such Bonds; and (c) the proposed debt service and total District tax rate after
issuance of the Bonds.
4.09 Compliance with Agreements. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ (as and if applicable) or the Attorney
General, the District shall certify in writing to the City Secretary, City Manager, and Finance
Director that the District is not in breach of any material provision of the Consent Resolution or
this Agreement. Material provisions include, but are not limited to, Sections 4.01, 4.02, 4.04,
4.05, 4.06 and Articles V and VI of this Agreement.
4.10 Official Statements. Within thirty (30) days after the District closes the sale of
each series of Bonds, the District shall deliver to the City Secretary, City Manager, and Finance
Director a copy of the final official statement for such series of Bonds. If the City reasonably
requests additional information regarding such issuance of the Bonds, the District shall promptly
provide such information at no cost to the City.
4.11 Reimbursement Agreements.
(a) Owner shall not enter into agreements for reimbursement of costs incurred in
connection with the District and all districts resulting from division of the District with a total
reimbursement amount exceeding the Bond Limit Amount.
(b) All agreements entered into by the District for reimbursement of costs
incurred in connection with the District shall provide that: (i) the District will not reimburse
Owner or developer for costs not reimbursed by the issuance of Bonds before
AX4't, and (ii) Owner or developer waives all claims against the City for
reimburs ent of obligations not reimbursed by the issuance of Bonds before
(c) All agreements entered into by any district(s) resulting from division of the
District for reimbursement of costs incurred in connection with such district shall provide that:
(i) such district will not reimburse Owner or developer for costs not reimbursed by the issuance
of Bonds by such district before the 15th anniversary of the approval by the City of the first final
plat for any land within such district; and (ii) Owner or developer waives all claims against the
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 6
Cit for reimbursement of obligations not reimbursed by the issuance of Bonds on or before the
15t anniversary of such first final plat approval.
(d) Any reimbursement agreements entered into by Owner in violation of this
section shall be void.
ARTICLE V
REPORTING REQUIREMENTS
The District and all districts resulting from division of the District shall: (a) send a copy
of each order or other action setting an ad valorem tax rate to the City Secretary, City Manager,
and Finance Director within thirty (30) days after the District adopts the rate; (b) send a copy of
each annual audit (when required to be conducted by TCEQ rules) to the City Secretary, City
Manager, and Finance Director within thirty (30) days after approval by the Board; and (c)
provide copies of any material event notices filed under applicable federal securities laws or
regulations to the City Secretary, City Manager, and Finance Director within thirty (30) days
after filing such notices with the applicable information repositories.
ARTICLE VI
AREA OF, AND LIMITATIONS ON, SERVICE
The District shall not sell or deliver services to areas outside the District without prior
City Council approval; provided, however, the District may serve a maximum of ten (10)
equivalent residential water connections outside the District with the City Water Director's
written approval.
ARTICLE VII
CONVERSION, ANNEXATION OR CONSOLIDATION BY DISTRICT
The District shall not: (a) annex any additional lands to the District; (b) convert from a
fresh water supply district to another type of district; (c) consolidate with another district; or (d)
seek additional governmental powers beyond those described in Chapters 49, 51 and 53 of the
Water Code and Section 4.02 of this Agreement without prior City Council approval.
ARTICLE VIII
ANNEXATION OF DISTRICT BY CITY
8.01 General Terms. The Parties acknowledge and agree that the Property lies wholly
within the City's ETJ; is not bordered by another city, town, or village; and is not currently
included in the City's annexation plan.
8.02 Incorporation. In furtherance of the purposes of this Agreement, the District
covenants and agrees to the extent allowed by law that, except upon written consent of the City
Council, the District shall not: (a) seek or support any effort to incorporate the Property or any
part thereof; or (b) sign, join in, associate with, or direct to be signed any petition seeking to
incorporate any of the Property or seeking to include any of the Property within the boundaries
of any other incorporated entity.
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 7
8.03 Notice. Within thirty (30) days after the Effective Date, the District shall file in
the real property records of Denton County: (a) a notice in the form required by Section 49.452
of the Water Code; and (b) an annexation notice in the form of Exhibit D attached to this
Agreement stating that the City has the authority to annex the Property subject to the limitations
set forth in Section 8.04.
8.04 Full Purpose Annexation.
(a) The City shall not annex all or any portion of the Property within the District for full
purposes until the first to occur of. (i) the dissolution of the District (other than as the result of
annexation by the City); (ii)the date that construction of water, sanitary sewer, drainage and road
facilities to serve 90% of the Property within the District is complete and bonds have been issued
by the District to reimburse Owner or developer for such facilities; or (iii)
243#.-
(b)
E3 - (b) The City shall not annex all or any portion of the Property within a district
resulting from division of the District for full purposes until the first to occur of (i) the
dissolution of such district (other than as the result of annexation by the City); (ii) the date that
construction of water, sanitary sewer, drainage and road facilities to serve 90% of the Property
within such district is complete and bonds have been issued by the District to reimburse Owner
or developer for such facilities; or (iii) the 20'b anniversary of approval by the City of the first
preliminary plat for any portion of the Property within such district.
ARTICLE IX
TERM OF AGREEMENT
This Agreement shall be effective from the Effective Date and shall continue in effect
until the District and districts resulting from division of the District are annexed for full purposes
and dissolved by the City..
ARTICLE X
BREACH,NOTICE AND REMEDIES
10.01 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.
10.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after the time the breaching Party receives such Notice and complete
the cure within 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 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 14-day period and diligently completes the cure within a
reasonable time without unreasonable cessation of the work.
10.03 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
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 8
without prejudice to any other right under this Agreement, law, or equity, seek an action under
the Uniform Declaratory Judgment Act, specific performance, mandamus, injunctive relief, and
other remedies described in this Agreement; provided, however, that the non-breaching Party
shall not be entitled to terminate this Agreement and each Party specifically waives any right
such Party has or in the future may have to terminate this Agreement. 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.
10.04 Governmental Powers; Waiver of Immunity. By execution of this Agreement,
neither the City nor the District waives or surrenders any of their respective governmental
powers, immunities or rights, except as specifically waived pursuant to this section. The City
and the District mutually waive their 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 shall waive any claims,
defenses or immunities that the City or the District has with respect to suits against the City or
the District by persons or entities not a party to this Agreement.
ARTICLE XI
ADDITIONAL PROVISIONS
11.01 Notice. Any notices, certifications, approvals, or other communications (a
"Notice") required to be given by one Party to another under this Agreement shall be given in
writing addressed to the Party to be notified at the address set forth below and shall be deemed
given: (a) when the Notice is delivered in person to the person to whose attention the Notice is
addressed; (b) when received if the Notice is deposited in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid; or (c) 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. If any date or period provided in this Agreement
ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the Notice
shall be extended to the first business day following the Saturday, Sunday, or legal holiday. For
the purpose of giving any Notice, the addresses of the Parties are set forth below. The Parties
may change the information set forth below by sending Notice of such changes to the other Party
as provided in this section.
To the City:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Manager
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 9
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Planning and Development Director
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Attorney
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Finance Director
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Transportation and Public Works Director
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Water Director
To the District:
Alpha Ranch Fresh Water Supply District No. 1 of Denton and Wise
Counties
c/o Winstead PC
Attn: Ross Martin
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
11.02 No 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.
11.03 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
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 10
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 DENTON COUNTY, TEXAS AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF DENTON COUNTY, TEXAS AND AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
11.04 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with the City Charter and City Ordinances and all applicable
public meeting and public notice requirements (including, but not limited to, notices required by
the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the
City has been authorized to do so. The District warrants that this Agreement has been approved
by the Board in accordance with all applicable public meeting and public notice requirements
(including, but not limited to, notices required by the Texas Open Meetings Act) and that the
individual executing this Agreement on behalf of the Board has been authorized to do so.
11.05 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 as evidenced by the
provision so severed.
11.06 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for the City or the District to perform its obligations under this Agreement,
the Parties will cooperate to amend the Agreement in such a manner that is most consistent with
the original intent of the Agreement as legally possible.
11.07 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon the request of any 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.
11.08 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of the Agreement.
11.09 Assignment. Neither the District nor the City may assign this Agreement without
the written consent of the other Party.
11.10 Amendment. This Agreement may be amended only with the written consent of
both Parties and with approval of the governing bodies of the City and the District.
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 11
11.11 Interpretation. The Parties acknowledge that each party 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.
11.12 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties,
and for the benefit of Owner as a third-party beneficiary. Neither the City nor the District
intends by any provision of this Agreement to create any rights in any third-party beneficiaries
other than Owner or to confer any benefit upon or enforceable rights under this Agreement or
otherwise upon anyone other than the City, the District and Owner.
11.13 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement
are incorporated into this Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Map of Property
Exhibit B Legal Description of the Alpha Ranch LLC Tract
Exhibit B-1 Legal Description of the Elizabeth Creek Tract
Exhibit B-2 Legal Description of the CTMGT Tract
Exhibit B-3 Legal Description of the Ryan TrustTract
Exhibit C Joinder Agreement
Exhibit D Annexation Notice
11.14 Conspicuous Provisions. The City and the District 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.
11.15 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 12
AT T: 'C OF FORT WORTH
/ ('/l/�IQ�i do�OL
' ' y:/ Assistant City Manager
er
y Kayser, City Secret Ur
Date:
APPROVED AS TO FORM AND
LEGALITY:
A�WaMV4
Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the/SAaay of 1- '-jt&r , 20W,7
by Fernando Costa, Assistant City Manager of the City of Fort Worth, Texas on behalf of said
city.
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;i:•' �,:Notary Public, State of Texas Notary 14fiblic, Sgh'-1411
f Texas
?�': .•'� Comm. Expires 04-17-2018 Printed Name: rt,,/ 460 r—
.6 `�+` Notary ID 1238832-0
My Commission Expires: a c !
[SEAL]
OFFICIAL RECORD
CITY b9CREYARY
FT.WORTH,TX
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 13
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contract, including ensuring all performance and reporting requirements.
6v"j -
Dana Burghdoff
Assistant Director-P nning
Planning&Development Department
ALPHA RANCH FRESH WATER SUPPLY
DISTRICT NO. 1 OF DENTON AND WISE
COUNTIES
By:
President, Board of upervisors
Date:
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the y �
g �da of MU _, 201 ,
by Chewlic H"nes , President, Board of Supervisors of Alpha Ranch Fresh Water Supply
District No. 1 of enton and Wise Counties, on alf of said distric
Notary Public, State of Texas
Printed Name: R6bec r,4, k)c7^6B
My Commission Expires: 10- ll- is
REBECCA DANIELS
ti
Notary public
STATE OF TEXAS
,9
oc My Comm.Exp,October I11 2018
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties Page 14
Exhibit A
Map of Property
Exhibit A—Page 1
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District of Denton and Wise Counties
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Exhibit B
Legal Description of the Alpha Ranch LLC Tract
Exhibit B—Page 1
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties
ESTABLISHED 1880
BROOKES BAKER SURVEYORS
DON W. HICKEY, RPLS, LSLS A PROFESSIONAL*CORPORATION BROOKES BAKER (1902.1955)
ALAN W. HICKEY, RPLS TITLE AND TOPOGRAPHIC.SURVEYING JOHN F. BAKER (1924-1965)
G.^-REY W. GILLEY, RPLS, LSLS 930 Hickey Courl S.J. BAKER (1927.1999)
cONSU'_T,iNT Granbury,Texas 76049 FRED M. MORRIS (19a6-1999)
817-279-0232
Fax 817-279-9694
Aprii 24, 2004
Page 1 o1'5
Field notes for:--( PARCE,L 2 }
Parts of the JOSH.-UA KING SURVEY, Abstract No. 712, the SMITH COUNTY SCHOOL
L- ND SURVEY, AbsLact\To. 743 and all of the WIA. GAFFIELD SURVEY, Abstract No.
332, the EMPSON TI-IO'_vfPSON SURVEY, Abstract_No. 804 and.the THOMAS PEOPLES
SURVEY, Abstract No. 677 situated in Wise and Denton Counties, Texas; embracing apart of
the 1302-325/1000 acres Tract descn'bed iri the deed to Alpha Ranch Ltd.,recorded in volume
4645, page 306 of the Real Records of Denton County, Texas arid described by metes and bounds
as follows.
Commencing at a V2" iron found for the northeast corner of said 1302-325/1000 acres Tract and
the northwest corner of the 157-867/1000 acres Tract described in the deed to James B. Stahla
recorded in voluine 1593, page 612 of the Deed Records of Denton County, Texas in the
Sou>iherly right-of-way of State Highway No. 114 and run 00 degrees-36 minutes-52 seconds
west, along the east line of said 1302-325/1000 acres tract, 2066-66/100 feet to a 5/8" capped
iron set on the bank of crttk for the northeast and place of beginning.
Thence south 00 degrees-36 minutes-52 seconds west, along the east line of said 1302-325/1000
acres Tract and the Nvest line of Said 157-867/1000 acres Tract to and along the west line of the
13-7182/i 0000 acres Tract described in the deed to W. R. Rose Investments, Inc., recorded in
volume 4190, page 327 of the said Real Records, 552-39/100 feet to a 1/" iron found in the most
nottherly south line of said 1302-325/1000 acres "Tract and the southwest corner of said 13-
7182/10000 acres Tract.
Thence north 89'degrees-25 minutes-44 seconds west, along most northerly south line of said
1302-325/1000 acres Tract, 234-54/100 feet to a 3/8 iron found for the northeast corer of
SONGBIRD ADDITION, an addition to Denton County, as said addition appears on the plat
thereof recorded in Slide H-83 of the Plat Records of Denton County, Texas.
Thence north 88 degrees-32 minutes-27 seconds west, along the south line of said 1302-
3:25/1000 acres 'Tract and the north line of said SONGBIIZD ADDI T ION, 2213-58/100 feet to a
" iron found for the;northv/t;st corner of Lot 29 of said SONGBIRD 1`rDD1TION and a re-
en*sant corner of said 1302-325/1000 acres Tract.
Thence south 00 degrees-52 minutes-00 seconds west, along the east line of said 1302-325/1000
acres Tract and the west line of said Lot 29 to and along the west line of Lot 28 of said
SONGBIRD ADDITIONT, 1502-94/100 feet to a 5/8" capped iron set.
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
Apnl 24, 2004
Pane 2 of 5
Field notes for:-( PARCEL 2 ) (continued)
Thence.south 87 degrees-54 minutes-36 seconds west, 423-23/100 feet to a 10" pipe post for the
most westerly northwest comer of said SONGBIRD ADDITION and a re-entrant comer of said
1302-325/1000 acres.T ract.
Thence south 00 degrees-53 minutes-43 seconds west, along the west line of said 1302-325/1000
acres Tract and the most `westerly line of said SONGBIlZD ADDITION, 4163-13/100 feet to a 1"
iron found for the southeast corner of said 1302-325/1000 acres Tract in the north line of the
1650-2055/10000 acres Tract described in the deed to Iieadingtori Resources, Inc., recorded in
voltuTne 814, page 826 of the Official Public Records of Wise County, Texas.
"l:'hence south 89 degrees-23 minutes-29 seconds west, along the south line of said 1302-
325/1000 acres Tract and the north line of said 1650-2055/10000 acres Tract, 5395-82/100 feet
to a %" pipe found for the northwest corner of said 1650-2055/10000 acres Tract and the
northeast corner of the 296-711/1000 acres Tract described in the deed to Mary Jane Bennett
recorded in volume 911, page 436 of the said Official Public Records.
'fheizce north 88 degrees-32 Tninutes-03 seconds west, along the south line of said 1302-
325111000 acres Tract and the north line of said 296-711/1000 acres Tract, 1649-05/100 feet to a
%" iron found for the southwest comer of said 1302-325/1000 acres Tract.
Thence north 00 degrees-43 minutes-00 seconds east, along the west line of said 1302-325/1000
acres Tract, 4658-11/I00 feet to a concrete monuinent found.
T:ience north 00 degree's-44 minutes-13 seconds east, continuing along the west line of said
1302-325;1000 acres Tract, 1320-58/100 feet to a concrete monument found for the most
westerly northwest corner of said 1302-325/1000 acres Tract and the northeast comer of the 47-
5/10 acres Tract described in the deed io Scott Kelly recorded in volume 243,page 485 of the
Deed Records of Wise County, Texas.
Thence south 89 degrees-56 minutes-23 seconds east, along the most southerly north line of said
1302-325/1000 acres Tract, 3744-75/100 feet to a 1/2" iron found for a re-entrant comer of said
1302-325/1000 acres Tract.
Thence north 00 degrees-32 minutes-19 seconds east, along the west line of sdid 1302-325/1000
acres `Tract, 1983-21/100 feet to.a 5/8" capped iron set for the southNvest comer of the 15 acres
Tract described in the deed to Jerry Lueck recorded in volume 421,page 617 of the said Deed
Records.
ESTABLISHED 18BO
BROOKES BAKER'
SURVEYORS
Apel 24, 2004
Page 3 of 5 -
F1c1d notes for:-'( PARCEL 2 )(continued)
"Thence south 89 degrees-19 minutes-12 seconds east, along the north line of said -1302-325/1000
acres Tract, 667-54/.100 feet to a 5/8" capped iron set on the bank of creek.
Thence southeasterly, along the bank of said creek, the following:
south 21 degrees-54 minutes-25 seconds west 83-70/100 feet to a 5/8" capped iron set;
south 54 degrees-44 minutes-16 seconds west 95-61/100 feet to a 5/8" capped iron set;
south 13.degrees-02 minutes-31 seconds east 80-48/100 feet to.a 5/8" capped iron set;
south 65 degrees-24 minutes-30 seconds east 68-47/100 feet to a 5/8" capped iron set;
south 47 degrees-23 minutes-02 seconds east 57-81/100 feet to a 5/8" cappc>d iron set;
south 28 degrees-38 minutes-38 seconds east 105-31/100 feet to a 5/8" capped iron set;
south 02 degrees-41 minutes-15 seconds east 94-66/100 feet to a 5/8" capped iron set;
south 49 degrees-07 minutes-22 seconds east 74-13/100 feet to a 5/8" capped iron set;
south 80 degrees-19-mir_utes-53 seconds east 62-39/100 feet to a.5/8" capped iron set;'
south 84 degrees-30 minutes-31 seconds east 146-87/100 feet to a 5/8" capped iron set;
north 75 degrees-12 minutes-2I seconds east 79-11/100 feet to a 5/8" capped iron set;
north 43 degrees-14 minutes-01 seconds east 53-92/100 feet to a 5%8" capped iron set;
north 54 degrees-07 minutes-09 seconds east 125-16/100 feet to a 5/8" capped iron set;
north 27 degrees-56 minutes-36 seconds east 104-93/100 feet to a 5/8" capped iron set;
north 78 degrees-21 minutes-35 seconds east 86-66/100 feet to a 5/8" capped iron set;
south 66 degrees-23 minutes-22 seconds east 57-25/100 feet to a 5/8" capped iron set;
south 22 degrees-11 minutes-31 seconds east 114-17/100 feet to a 5/8" capped iron set;
south 19 duces-13 minutes-55 seconds east 86-11/100 feet to a 5/8" capped iron set;
south 88 degrdes-21-minutes=48 seconds east 106-08/100 fect-to a 5/8" capped iron set;
south'63 degrees-49 minutes-48 seconds east 138-15/100 feet to a 5/8" capped iron set;
south 58 degrees-23 minutes-24 seconds east 262-09/100 feet to a 5/8" capped iron set;
south 55 degrees-45 minutes-09 seconds east 171-46/100 feet to a 5/8" capped iron set;
south 34-degrees-20 minutes-37 seconds east 168-71/100 feet to a 5/8" capped iron set;
south 15 degrees-55 minutes-30 seconds east 119-46/100 feet to a 5/8" capped iron set;
south 14 degrees-24 minutes-01 seconds west 84-67/100 feet to a 5/8" capped iron set;
south 35 degrees-37 minutes-53 seconds west 71-64/100 feet to a 5/8" capped iron set;
south 55 degrees-58-r;inutes-02 seconds east 180-86/100 feet to a 5/8" capped iron set;
south 3_5 degrees-47 minutes-46 seconds east 126-18/100 feet to a 5/8" capped iron set;
south 61 degrees-05 minutes-25 seconds east 191-39/100 feet to a 5/8" capped iron set;
south 59 degrees-32 ininutes-36 seconds east 145-64/100 feet to a 5/8" capped iron set;
south 59 degrees-32 minutes-59 seconds east 161-551100 feet to a 5/8" capped iron.set;
south 87 degree=s-15 minutes-19 seconds east 37-13 /100 feet to a 5/8" capped iron set;
north 52 degrees-26 minutes-25 seconds east 39-69/100 feet to a 5/8" capped iron set;
north 18 degrees-52 minutes-06 seconds east 128-15/10.0 feet to a 5/8" capped iron set;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
:kph-!1 24, 2004
Page 4 of 5
Field notes for:- { PAP-CE' 2 )(continued)
north 14 degrees-10 minutes-33 seconds west 125-65/100 feet to a 5/8" capped iron set;
north 45 degrees-32 minutes-43 seconds east 91-27/100 fcet to a 5/8" capped iron set;
north 65 degrees-04 minutes-45 seconds east 195-13/100 feet to a 5/8" capped iron set;
south 82 degrees-18 minutes-51 seconds east 48-55/100 feet to a 5/8" capped iron set;
south 35 dcgrces-28 minutes-49 seconds east 124-34/100 feet to a 5/8" capped iron set;
south 53 degrees-40 minutes-29 seconds east 51-78/100 feet to a 5/8" capped iron set;
m
south 61 degrees-01 inutes-40 seconds east 53-74/100 feet to a 5/8" capped iron set;
north 63 degrees-08 :minutes-33 seconds east 60-18/100 feet to a 5/8" capped iron set;
south 77 degrees-26 minutes-55 seconds east 132-78/100 feet to a 5/8" capped iron set;
north 88 deo ees-36 minutes-33 seconds east 61-59/100 feet to'a 5/8" capped iron set;
south 44 degrees-23 minutes-29 seconds east 102-51/100 feet to a 5/8" capped iron set;
south 52 degrees-49 minutes-45 seconds cast 236-42/100 feet to a 5/8" capped iron set;
south 49 degrees-02 ?ninutes-48 seconds east 78-58/100 feet to a 5/8" capped iron set;
south 23 degrees-33 mihhutes-41 seconds cast 66-08/100 feet to a 5/8" dapped iron set;
south 14 degrees-11 minutes-40 seconds east 52-42/100 feet to a 5/8" capped iron set;
south 58 degrees-4-IT minutes-40 seconds east 103-81/100 feet to a 5/8" capued iron set;
south 78 degrees-22 minutes-43 seconds east 61-85/100 feet to a 5/8" capped iron set;
north 62 degrees-39 minutes-20 seconds east 153-28/100 feet to a 5/8" capped iron set;
north 62 degree-s-39 minutes-06 seconds east 118-29/100 feet to a 5/8" capped iron set;
north 13 dtgrees-15 minutes-57 seconds east 154-72/100 feet to a 5/8" dapped iron set;
north 72 degrees-52 minutes-21 seconds east 123-53/100 feet to a 5/8" capped iron set;
south 86 degrees-53 minutes-02 seconds east 55-28/100 feet to a 5/8",capped iron set;
south 86 degrees-57 ?ninutes-47 seconds east 93-10/100 feet to a 5/8" capped iron set;
south 67 degrees-43 ninutes-44 seconds east 78-27/100 feet to a 5/8" capped iron set.,
south 85 degrees-14 minutes-14 seconds east 140-73/100 feet to a 5/8" capped iron set;
south 83 degrees-10 minutes-27 seconds east 138-77/100 feet to a 5/8" capped iron set;
south 65 degrees-03 minutes-01 seconds east 89-01/100 feet to a 5/8" capped iron set;
south 54 de2rees-28 minutes-26 seconds east 56-57/100 feet to a 5/8" capped iron set;
south 36 degrees-51 minutes-13 seconds east 26-95/100 feet to a 5/8" capped iron set;
south 38 degrees-37 minutes-06 seconds east 26-18/100 feet to a 5/8" capped iron set;
south 75 degrees-58 minutes-19 seconds cast 30-97/100 feet to a 5/8" capped iron set;
north 60 deo ees-45 minutes-09 seconds east 56-57/100 feet to a 5/8" capped iron set;
south 83 degrees-34 minutes-59 seconds east 124-78/100 feet to a 5/8" capped iron set;
north 88 degrees-39 minutes-34 seconds east 184-85/100 feet to a-5/8"-capped iron set;
north-83 duces-14 mir_utes-34 seconds east 91-87/100 feet to a 5/8" capped iron set;
north 57 degrees-00 1-ninutes-41 seconds east 85-60/100 feet to a 5/8" capped iron set;
north 58 degrees-36 minutes-31 seconds east 95-77/100 feet to a 5/8" capped iron set;
smith 89 degrees-50 minutes-18 seconds east 131-65/100 feet to a 5/8" capped iron set;
south.58 degrees-09 minutes-47 seconds east 157-02/100 feet to a 5/8" capped iron set;
south 31 de�,-rees-52 minutes-30 seconds east 63-11/100 feet to a 5/8" capped iron set;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
Apr_? 24, 2004
Page 5 of 5
liieId notes for:- ( PARCEL 2 )(continued)
south 76 degrees-41 r ninutes-00 seconds east 116-40/100 feet to the place of beginning
and containing 1122-139/?000 acres .
The basis for.bearings is true north.
Surveyed on the ground April 2004.
BRO�J:E�?�S �iATMR SURVEYORS
Don W. Hickey
DON W.FItCYLEY
Exhibit B-1
Legal Description of the Elizabeth Creek Tract
Exhibit B-1 —Page 1
Amended Agreement Concerning Operation
of Alpha Ranch FWSD No. 1 of Denton and Wise Counties
TRACT 1:
Being a tract or parcel ol•N"d situated in the JOSHUA KUNG SURVEY, ABSTRACT NO. 712, Dw"un County,
Texas, being; part of 161.97 acres conveyed by Nevada Brower, a widow to Milton A. Atkinson and wife, I-{elen Cwen
Atkinson as recorded in .Vulun e 734, Page 751 Decd Recurds, Ucnton County, Tuxits and brink store pitrticularly
described as follows:
COIv7NI1;NCHNIG' at the Northeast earner of said 161.97 acres in the center orme Highway I14;
THENCE South 00 del ries 45 minutes 44 seconds We, 50.00 feet to a I/2 inch iron rod fumW and the point of
beginning, sante being in the South right of way line of State Highway No. I I I and in the Rust line of an asphalt guild;
THENCE South 00 degrees 45 minutes 44 seconds Wcat, a distance 01.2588.75 feet with said gravel road to a 1/2 inch
iron rod found for corner;
I�C)ILP•I I-.;r. C.vuuuiuurna Ivr Title Insu r:uit:c P;tgr 1
Continu.rtiun ul Scltrifulu t\ G1= No. 123`)15-ICJ.,
THENC1 North 89 degrees 43 minutes 12 seconds West, a distance of 1936.57 feet partially along the North right of
way of a gravel road to a 3/8 inch iron rod found for corner;
THENCE North 00 degrees 39 n-iinuLes 22 seconds East, a distance o1'735.40 feet to a post found for corner;
TFIENCE South 79 degrees 56 minutes 20 seconds West, a distance of 9=11.47 feet to a 1/2 inch iron rod set for corner,
"1 HENC1? North 00 degrees 25 minutes 42 seconds .Cast, a distance of2061.1 I feet to a post found for corner in the
South right of way line of"Slate 1-1ighway No, 1 14;
Tl it?NCP` South 88 de<hrecs 56 minutes 45 seconds East, a distance of 2874.63 feet along said South right of way line to
the Point OF Beginning and con Inining 6,875,822.13 square feet or 157.847 acres of land, more or less.
SAVE AND EXCEPT a 0.202 acre tract of land conveyed to Steve Babcock, by Special Warranty Deed dated
February 22, 2007, filed June 16, 2008, recorded under Instrument No. 2008-65393, of the Ileal Property Records of
Denton County, Texas.
FURTHER SAVE AND I,XCEPT n 0.202 acre tract of land conveyed to Ben Burnside, by Special Warranty Deed
dated Murch 1, 2007, tiled June 16, 2008, recorded under Instrurnen( No. 2008-65394, of'the Real Property Records of
Denton County, Texas.
FURTHER SAVE AND EXCEPT a 0.202 acre tract of land conveyed to Elizabeth Garth, by Special Warranty Deed
tinted March 20, 2007, filed June 16,2008, recorded under Instrument No. 2008-65395, of the Real Property Records
of Denton County,Texas.
FURTHCR SAVE AND I XCEPT a 0.202 acre tract of land conveyed to Mary Reyes, by Special Warranty Deed
dated April 12, 2007, filed June 16,2008, recorded under- Instrument No. 2008-65397, of the Real Properly Records of
Denton County,Texas.
hURTHER SAVE AND EXCEPT a 9.2389 acre tract of land conveyed to the State of"Texas, by Deed dated August 7,
2009, filed Autiust 20,2009, recorded under Instrument No. 2009-100971, of the Real Property Records of Denton
County,Texas.
FURTHER SAVE ANll EXCEPT a 0.420 acre tract of land conveyed to Denton County, Texas, by Special Warranty
Deed dated September-2,2010, filed October 26,2010, recorded under- Instrument No. 20I0-107112, of the Real
Props-rty Records of Denton County,Texas.
F URTI E,R SAVE ANI) EXCEPT a 0.202 acre tract of land conveyed to Issac Lemme, by Special Warranty Deed
dated May 25,2011, liJed August 5,2011, recorded under Instrument No. 2011-73054, of the Real Property Records
Of'Deuton County,Texas.
-TRACT 2:
BEING a tract of land sithrrdlcd in (he JOSHUA KING SURVEY, ABSTRACT NO. 712, Denton County,Texas, and
being a part of.a tract of land conveyed to Sharon Ann McCulloch-Wells, as recorded in Volume 4009, Pave 240 of the
Decd Records of Denton County,Texas and being more particularly described as follows:
COMMENCING at (he Northeast corner of a tract of land conveyed to Mi)ton A. Atkinson by deed recorded in
Volume 734, Page 754 of the Deed Records, Denton County,Texas and being in [he center of Stale 1-lighway 114,
Thence South 00 degrees 45 minutes 44 seconds West, a distance of 2,638.75 feel. Thence North 89 degrees 43 minutes
12 seconds West, a distance of 1,936.57 feet to an 3/8 inch iron rod found for corner,said point being the Northerly
Southeast corner of said McCulloch-wens tract;
FOWN1 T-7: C:u mitmem rurTirlc Insur:mcc face 2
Contiuu:rtiuu of `;chc:dule A Cil- No. 123915-1<:JA
THENCE Not-Ili 89 debrces I I minutes 39 seconds West, along the Northerly South line of said McCulloch tract, a
distance of 932.53.feet to :In 1/2 iron rod set for corner;
TH I?NCP' North 00 degrees 25 minutes 42 seconds Gast, a distance of 557.91 feet to an 1/2 inch iron rod found for-
corner;
TIIENCL North 79 decrees 56 minutes 20 seconds Last, a distance of'941.47 feet to a fence post for corner;
"THENCE South 00 degrees 39 minutes 22 seconds West, a distance ot'735.40 feet to the POINT OF BEGINNING and
containing 13.7182 acres or 597,563.3936 square feet of land.
NOTE: The Company is prohibited 1'rom insuring the area or quantity of the land described h6rein. Any statement
in the above legal description of the area or quantity of land is not a representation that such area or quantity is
correct, but is made only for information and/or identification purposes arid does not override Item 2 of Schedule B
hereof'.
F0101 T-7: C.ommmuvw for ritic In ui:uire Page 3
Exhibit B-2
Legal Description of the CTMGT Tract
Exhibit B-2—Page 1
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties
ESTABLISHED 1880
BROOKES BAKER SURVEYORS
DON W. HICKEY, RPLS, LSLS A PROFESSIONAL CORPORATION BROOKES BAKER (1902-1955)
ALAN W.HICKEY, RPLS TITLE AND TOPOGRAPHIC SURVEYING JOHN F.BAKER(1924-1985)
GAREY W.GILLEY, RPLS, LSLS 930 Hickey Court S.J.BAKER (1927-1999)
CONSULTANT Granbury,Texas 76049 FRED M. MORRIS (1936-1999)
817-279-0232
Fax 817-279-9694
January 10,2012
Page 1 of 7
Field notes for:
Parts of the JOSHUA KING SURVEY, Abstract No. 712, the THOMAS PEOPLES SURVEY,
Abstract No. 677 and the WILLIAM WALLACE SURVEY,Abstract No. 1434 situated in Wise
and Denton Counties, Texas; embracing a portion of the 1302-325/1000 acres tract described in
the deed to Alpha Ranch, Ltd. recorded in volume 4645,page 306 of the Real Records of Denton
County, Texas and a portion of the 15 acres tract described in the deed to Alpha Ranch,Ltd.
recorded in volume 982, page 770 of the Official Records of Wise County, Texas and described
by metes and bounds as follows:
The basis for bearings is the Texas Coordinate System North Central Zone NAD 83 ( 1993 ). The
lengths shown hereon are horizontal ground lengths. To convert horizontal ground lengths to grid
lengths multiply by 0.999834271. All 5/8" capped irons set called for in this description are
marked(BROOKES BAKER SURVEYORS ).
Commencing at a%2" iron found for the northeast corner of said 1302-325/1000 acres tract and
for the northeast corner of the 7-4671/10000 acres tract described in the deed to the State of
Texas recorded in Document No. 2009-94264 of the said Real Records and run, along the.east
line of said 1302-325/1000 acres tract south 00 degrees-00 minutes-47 seconds west 1005-27/100
feet to a 5/8" capped iron set for the most easterly northeast and beginning corner of the tract
being described.
Thence south 00 degrees-00 minutes-47 seconds west, continuing along the east line of said
1302-325/1000 acres tract, 1061-43 /100 feet to a 5/8" capped iron recovered on the bank of a
creek.
Thence northwesterly, along the bank of said creek,the following:
north 77 degrees-17 minutes-05 seconds west 116-40/100 feet to a 5/8" capped iron
recovered;
north 32 degrees-28 minutes-35 seconds west 63-11 /100 feet to a 5/8" capped iron
recovered;
north 58 degrees-45 minutes-52 seconds west 157-02;'1-00 feet to a 5/8" capped iron
recovered; -
south 89 degrees-33 minutes-37 seconds west 131-65/100 feet to a 5/8" capped iron
recovered;
south 57 degrees-15 minutes-12 seconds west 181-36/100 feet to a 5/8" capped iron
recovered;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10,2012
Page 2 of 7
Field notes for:
south 82 degrees-38 minutes-29 seconds west 91-87/100 feet to a 5/8" capped iron
recovered;
south 88 degrees-03 minutes-29 seconds west 184-85 /100 feet to a 5/8" capped iron
recovered;
north 84 degrees-11 minutes-04 seconds west 124-78/100 feet to a 5/8" capped iron
recovered;
south 60 degrees-09 minutes-04 seconds west 56-57/100 feet to a 5/8" capped iron
recovered;
north 76 degrees-34 minutes-24 seconds west 30-97/100 feet to a 5/8" capped iron
recovered;
north 38 degrees-19 minutes-29 seconds west 53-12/100 feet to a 5/8" capped iron
recovered;
north 55 degrees-04 minutes-31 seconds west 56-57/100 feet to a 5/8" capped iron
recovered;
north 65 degrees-39 minutes-07 seconds west 89-01 /100 feet to a 5/8" capped iron
recovered;
north 83 degrees-46 minutes-32 seconds west 13847/100 feet to a 5/8" capped iron
recovered;
north 85 degrees-50 minutes-20 seconds west 140-73 /100 feet to a 5/8" capped iron
recovered;
north 68 degrees-19 minutes-49 seconds west 78-27/100 feet to a 5/8" capped iron
recovered;
north 87 degrees-33 minutes-52 seconds west 93-10/100 feet to a 5/8" capped iron
recovered;
north 87 degrees-29 minutes-07 seconds west 55-28 /100 feet to a 5/8" capped iron
recovered;
south 72 degrees-16 minutes-16 seconds west 123-53 /100 feet to a 5/8" capped iron
recovered;
south 12 degrees-39 minutes-52 seconds west 154-72/100 feet to a 5/8" capped iron
recovered;
south 62 degrees-03 minutes-00 seconds west 118-29/100 feet to a 5/8" capped iron
recovered;
south 62 degrees-03 minutes-15 seconds west 153-28 /100 feet to a 5/8" capped iron
recovered;
north 78 degrees-58 minutes-48 seconds west 61-85/100 feet to a 5/8" capped iron
recovered;
north 59 degrees-20 minutes-46 seconds west 103-81 /100 feet to a 5/8" capped iron
recovered;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10,2012
Page 3 of 7
Field notes for:
north 14 degrees-47 minutes-46 seconds west 52-42/100 feet to a 5/8" capped iron
recovered;
north 24 degrees-09 minutes-46 seconds west 66-08 /100 feet to a 5/8" capped iron
recovered;
north 49 degrees-38 minutes-53 seconds west 78-58 /100 feet to a 5/8" capped iron
recovered;
north 53 degrees-25 minutes-50 seconds west 236-42/100 feet to a 5/8" capped iron
recovered;
north 44 degrees-59 minutes-34 seconds west 102-51 /100 feet to a 5/8" capped iron
recovered;
south 88 degrees-00 minutes-28 seconds west 61-59/100 feet to a 5/8" capped iron
recovered;
north 78 degrees-03 minutes-01 seconds west 132-78 /100 feet to a 5/8" capped iron
recovered;
south 62 degrees-32 minutes-28 seconds west 60-18 /100 feet to a 5/8" capped iron
recovered;
north 61 degrees-37 minutes-46 seconds west 53-74/100 feet to a 5/8" capped iron
recovered;
north 54 degrees-16 minutes-34 seconds west 51-78/100 feet to a 5/8" capped iron
recovered;
north 36 degrees-04 minutes-54 seconds west 124-34/100 feet to a 5/8" capped iron
recovered;
north 82 degrees-54 minutes-56 seconds west 48-55 /100 feet to a 5/8" capped iron
recovered;
south 64 degrees-28 minutes-40 seconds west 195-13 /100 feet to a 5/8" capped iron
recovered;
south 44 degrees-56 minutes-38 seconds west 91-27/100 feet to a 5/8" capped iron
recovered;
south 14 degrees-46 minutes-38 seconds east 125-65/100 feet to a 5/8" capped iron
recovered;
south 18 degrees-16 minutes-01 seconds west 128-15/100 feet to a 5/8" capped iron
recovered;
south 51 degrees-50 minutes-20 seconds west 39-69/100 feet to a 5/8" capped iron
recovered;
north 87 degrees-51 minutes-24 seconds west 37-13 /100 feet to a 5/8" capped iron
recovered;
north 60 degrees-08 minutes-53 seconds west 307-20/100 feet to a 5/8" capped iron
recovered;
ESTABLISHED 1880
BROOKES BAKER
January 10,2012 SURVEYORS
Page 4 of 7
Field notes for:
north 61 degrees-41 minutes-31 seconds west 191-39/100 feet to a 5/8" capped iron
recovered;
north 36 degrees-23 minutes-52 seconds west 126-18 /100 feet to a 5/8" capped iron
recovered;
north 56 degrees-34 minutes-07 seconds west 180-86/100 feet to a 5/8" capped iron
recovered;
north 35 degrees-01 minutes-48 seconds east 71-64/100 feet to a 5/8" capped iron
recovered;
north 13 degrees-47 minutes-56 seconds east 84-67/100 feet to a 5/8" capped iron
recovered;
north 16 degrees-31 minutes-35 seconds west 119-46/100 feet to a 5/8" capped iron
recovered;
north 34 degrees-56 minutes-42 seconds west 168-71 /100 feet to a 5/8" capped iron
recovered;
north 56 degrees-21 minutes-14 seconds west 171-46/100 feet to a 5/8" capped iron
recovered;
north 62 degrees-13 minutes-54 seconds west 182-24/100 feet to a 5/8" capped iron
recovered;
north 51 degrees-40 minutes-08 seconds west 80-81 /100 feet to a 5/8" capped iron
recovered;
north 64 degrees-25 minutes-53 seconds west 138-15 /100 feet to a 5/8" capped iron
recovered;
north 88 degrees-57 minutes-53 seconds west 106-08 /100 feet to a 5/8" capped iron
recovered;
north 19 degrees-50 minutes-00 seconds west 86-11 /100 feet to a 5/8" capped iron
recovered;
north 22 degrees-47 minutes-37 seconds west 114-17/100 feet to a 5/8" capped iron
recovered;
north 66 degrees-59 minutes-27 seconds west 57-25/100 feet to a 5/8" capped iron
recovered;
south 77 degrees-45 minutes-30 seconds west 86-66/100 feet to a 5/8" capped iron
recovered;
south 27 degrees-20 minutes-31 seconds west 104-93 /100 feet to a 5/8" capped iron
recovered;
south 53 degrees-31 minutes-04 seconds west 125-16/100 feet to a 5/8" capped iron
recovered;
south 42 degrees-37 minutes-56 seconds west 53-92/100 feet to a 5/8" capped iron
recovered;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10,2012
Page 5 of 7
Field notes for: (continued)
south 74 degrees-36 minutes-16 seconds west 79-11 /100 feet to a 5/8" capped iron
recovered;
north 85 degrees-06 minutes-36 seconds west 146-87/100 feet to a 5/8" capped iron
recovered;
north 81 degrees-25 minutes-58 seconds west 62-39/100 feet to a 5/8" capped iron
recovered;
north 49 degrees-43 minutes-28 seconds west 74-13 /100 feet to a 5/8" capped iron
recovered;
north 03 degrees-17 minutes-20 seconds west 94-66 /100 feet to a 5/8" capped iron
recovered;
north 29 degrees-14 minutes-43 seconds west 105-31 /100 feet to a 5/8" capped iron
recovered;
north 47 degrees-59 minutes-08 seconds west 57-81 /100 feet to a 5/8" capped iron
recovered;
north 66 degrees-00 minutes-35 seconds west 68-47/100 feet to a 5/8" capped iron
recovered;
north 13 degrees-38 minutes-37 seconds west 80-48 /100 feet to a 5/8" capped iron
recovered;
north 54 degrees-08 minutes-11 seconds east 95-61 /100 feet to a 5/8" capped iron
recovered;
north 21 degrees-18 minutes-20 seconds east 83-70/100 feet to a 5/8" capped iron
recovered in a north line of said 1302-325/1000 acres tract and the south line of said 15
acres tract.
Thence north 89 degrees-55 minutes-17 seconds west, along a north line of said 1302-325/1000
acres tract and the south line of said 15 acres tract, 639-88/100 feet to a 5/8" capped iron
recovered for the southwest corner of said 15 acres tract.
Thence north 00 degrees-31 minutes-25 seconds east, along the west line of said 15 acres tract,
425-22/100 feet to a 5/8" capped iron recovered for the southwest corner of the 3-662/1000 acres
tract described in the deed to the State of Texas recorded in volume 762,page 593 of the said
Real Records of Wise County, Texas.
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
Page 6 of 7
Field notes for: ( continued)
Thence northeasterly, along the south line of said 3-662/1000 acres tract, the following:
north 89 degrees-48 minutes-08 seconds east 427-53 /100 feet to a 5/8" capped iron
recovered;
north 63 degrees-14 minutes-14 seconds east 111-78 /100 feet to a 5/8" capped iron
recovered;
north 89 degrees-48 minutes-48 seconds east 520-15 /100 feet to a 5/8" iron found for the
northwest corner of the 30 feet by 60 feet save and except tract described in the deed to
Roy L. Ryan recorded in Document No. WD 278795 of the said Real Records Wise
County, Texas.
Thence south 00 degrees-10 minutes-11 seconds west, along the west line of said save and except
tract, 59-97/100 feet to a 5/8" iron found.
Thence north 89 degrees-44 minutes-09 seconds east, along the south line of said save and except
tract, 30-00/100 feet to a 5/8" iron found in the cast line of said 15 acres tract.
Thence south 00 degrees-12 minutes-58 seconds west, along the east line of said 15 acres tract,
420-36/100 feet to a 5/8" capped iron recovered for the southeast corner of said 15 acres tract in
a north line of said 1302-325/1000 acres tract.
Thence south 89 degrees-55 minutes-18 seconds east, along a north line of said 1302-325/1000
acres tract,2661-82/100 feet to a 5/8" capped iron recovered for a re-entrant corner of said 1302-
325/1000 acres tract.
Thence north 00 degrees-45 minutes-34 seconds east, along a west line of said 1302-325/1000
acres tract, 301-75/100 feet to a 5/8" capped iron set for the southwest corner of the said 7-
4671/10000 acres tract at the beginning of a curve to the left having a radius of 5849-58/100 feet.
Thence southeasterly, along the south line of said 7-4671/10000 acres tract,the following:
along said curve to the left an arc length of 767-69/100 feet to a 5/8" aluminum capped
iron found at its end. The long chord of said 767-69/100 feet arc is south 85 degrees-42
minutes-53 seconds east 767-14/100 feet;
south 89 degrees-28 minutes-27 seconds east 1000-10/100 feet to a 5/8" capped iron set.
Thence south 00 degrees-00 minutes-47 seconds west 865-60/100 feet to a 5/8" capped iron set.
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
Page 7 of 7
Field notes for: (continued)
Thence south 89 degrees-28 minutes-19 seconds east 650-00/100 feet to the place of beginning
and containing 171-089/1000 acres of which 90-600/1000 acres lies within said Joshua King
Survey, 69-251/1000 acres lies within said Thomas Peoples Survey and 11-238/1000 acres lies
within said William Wilson Survey of said 171-089/1000 acres 143-005/1000 acres lies within
said Denton County and 28-084/1000 acres lies within said Wise County.
Surveyed on the ground December, 2011.
BROOKES BAKER SURVEYORS
Don W. Hickey
OF
C1>
DON W.MCKSY
.....................Gal
5UR
Exhibit B-3
Legal Description of the Ryan Trust Tract
Part of the JOSHUA KING SURVEY, Abstract No. 712 situated in Denton County, Texas;
embracing a portion of the 1302-325/1000 acres tract described in the deed to Alpha Ranch, Ltd.
recorded in volume 4645, page 306 of the Real Records of Denton County, Texas and described
by metes and bounds as follows:
The basis for bearings is the Texas Coordinate System North Central Zone NAD 83 (1993). The
lengths shown hereon are horizontal ground lengths. To convert horizontal ground lengths to
grid lengths multiply by 0.999834271. All 5/8' capped irons set called for in this description are
marked (BROOKES BAKER SURVEYORS).
Commencing at a %" iron found for the northeast corner of said 1302-325/1000 acres tract and
for the northeast corner of the 7-4671/10000 acres tract described in the deed to the State of
Texas recorded in Document No. 2009-94264 of the said Real Records and run, along the east
line of said 1302-325/1000 acres tract south 00 degrees-00 minutes-47 seconds west 139-64/100
feet to a 5/8" capped iron set for the northeast and beginning corner of the tract being described.
Thence south 00 degrees-00 minutes-47 seconds west, continuing along the east line of said
1302-325/1000 acres tract, 1865-63 /100 feet to a 5/8" capped iron set.
Thence north 89 degrees-28 minutes-19 seconds west 650-00/100 feet to a 5/8" capped iron set.
Thence north 00 degrees-00 minutes-47 seconds east 865-60/100 feet to a 5/8" capped iron set in
the south line of said 7-4671/10000 acres tract.
Thence south 89 degrees-28 minutes-27 seconds east, along the south line of said 7-4671/10000
acres tract, 650-00/100 feet to the place of beginning and containing 12-916/1000 acres.
Exhibit B-3—Page 1
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No. 1 of Denton and Wise Counties
Exhibit C
JOINDER AGREEMENT
WHEREAS, the Alpha Ranch Fresh Water Supply District No. 1 of Denton and Wise
Counties (the 'District") was created as a water control and improvement district by order of the
Texas Commission on Environmental Quality and pursuant to Section 51.045 of the Texas Water
Code and subsequently converted to a fresh water supply district operating under Chapters 49, 51
and 53 of the Texas Water Code; and
WHEREAS, the City Council of the City of Fort Worth, a home-rule municipal
corporation situated in Parker, Tarrant, Johnson, Denton and Wise Counties, Texas (the "City"),
approved that certain Alpha Ranch Development Agreement (the 'Development Agreement")
between the City and CTMGT Alpha Ranch, LLC, a Texas limited liability company, CTMGT
AR II, LLC, a Texas limited liability company, and Alpha Ranch, Ltd., a Texas limited
partnership, governing development of property within the District (City Secretary Contract No.
Llaa ).
WHEREAS, the Board of Supervisors of the District wishes to enter into this Joinder
Agreement to confirm and adopt the applicable terms and provisions of the Development
Agreement, and agrees to operate pursuant to those terms and provisions of the Development
Agreement which are applicable to the District, as such Development Agreement may be
amended from time to time.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND AGREED BY
THE BOARD OF SUPERVISORS OF ALPHA RANCH FRESH WATER SUPPLY
DISTRICT NO. 1 OF DENTON AND WISE COUNTIES,AS FOLLOWS:
1. Consideration. This Joinder Agreement has been authorized, agreed to, and entered
into in consideration of the benefits and promises contained in the Development
Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.
2. Approval of Agreement. The Board hereby consents to, confirms and adopts the
applicable terms and provisions of the Development Agreement and assumes all
obligations set out in the Development Agreement which are applicable to the District.
it
EXECUTED AND APPROVED ON , 20A.
ALPHA RANCH FRESH WATER SUPPLY
DISTRICT NO. 1 OF DENTON AND WISE
COUNTIES O. 1
By:
President, Board of Supervisors
Date:
Exhibit C—Page 1
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District of Denton and Wise Counties
ATTEST:
By:
Name:
Exhibit C—Page 2
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District of Denton and Wise Counties
Exhibit D
ANNEXATION NOTICE
STATE OF TEXAS §
COUNTIES OF DENTON AND WISE §
NOTICE CONCERNING ANNEXATION AND SERVICES
The real property described in Exhibit A attached hereto and incorporated herein is
located in Alpha Ranch Fresh Water Supply District No. 1 of Denton and Wise Counties (the
"District"). The District is located wholly within the extraterritorial jurisdiction of the City of
Fort Worth. The City does not impose property taxes within the District and is not required by
state law to provide police protection, fire protection, road maintenance or any other municipal
services to the District.
The City of Fort Worth may annex property within the District for full purposes upon the
earliest to occur of:
(i) the dissolution of the District(other than as the result of annexation by the City);
(ii) the date that construction of water, sanitary sewer, drainage and road facilities to
serve 90% of the Property within the District is complete and bonds have been
issued by the District to reimburse Owner or developer for such facilities; or
(iii) 6li9/al �k.Wi �� 20
The City of Fort Worth may annex property within a district resulting from division of
the District for full purposes upon the earliest to occur of:
(i) the dissolution of the District(other than as the result of annexation by the City);
(ii) the date that construction of water, sanitary sewer, drainage and road facilities to
serve 90% of such property is complete and bonds have been issued by the District
to reimburse Owner or developer for such facilities; or
(iii) the 20th anniversary of approval by the City of the first final preliminary plat for
land within such district.
For additional information concerning potential annexation of the District, contact the
City of Fort Worth Planning and Development Director.
Exhibit D—Page 1
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No, 1 of Denton and Wise Counties
ALPHA RANCH FRESH WATER SUPPLY
DISTRICT NO. 1 OF DENTON AND WISE
COUNTIES
By:
Name printed:
Title:
Exhibit D—Page 2
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No, 1 of Denton and Wise Counties
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me, on the day of , 20 ,
by , President, Board of Supervisors of Alpha Ranch Fresh Water Supply
District No. 1 of Denton and Wise Counties on behalf of said district.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
[SEAL]
After recording, return to:
Water Director
City of Fort Worth
1000 Throckmorton
Fort Worth, TX 76102
Exhibit D—Page 3
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No, 1 of Denton and Wise Counties
Annexation Notice
Exhibit A
59407.7
Exhibit D—Page 4
Agreement Concerning Operation of Alpha Ranch
Fresh Water Supply District No, I of Denton and Wise Counties
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT _I
COUNCIL ACTION: Approved on 12/13/2016 - Resolution No. 4725-12-2016 & 4726-12-2016
REFERENCE 12BROOKFIELD, ALPHA
DATE: 12/13/2016 NO.: L-15980 LOG NAME: RANCH, SHALE CREEK
AGREEMENTS
CODE: L TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Adoption of Resolutions Consenting to the Expansion of the Alpha Ranch Fresh Water
Supply District and Authorize the Execution of Various Agreements and Amended
Agreements Relating to Development, Construction, Water and Wastewater Service,
Wholesale and Utility Transfer for South Denton County Water Control Improvement
District No.1, Alpha Ranch Fresh Water Supply District of Denton and Wise County and
North Fort Worth Water Control Improvement District No. 1 (ETJ/DENTON COUNTY and
COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council adopt the attached resolutions consenting to the addition of
approximately 183 acres into the Alpha Ranch Fresh Water Supply District and authorize the City Manager
or a designee to execute the following Agreements and to take any actions to carry out such Agreements:
1. Wholesale Water Agreement between Aqua Texas and Fort Worth
2. Water and Wastewater Utility Services Transfer Agreement
3. Agreement Concerning Water and Sewer Service to Shale Creek Development
4. Agreement Terminating Brookfield Water and Wastewater Utility Service Agreement and
Buy-Out Option Agreement
5. Agreement Terminating Brookfield Wholesale Water and Wastewater Agreements
6. Agreement Concerning Sewer Service to Alpha Ranch and Brookfield Developments
7. Water Infrastructure Agreement
8. Sewer Infrastructure Agreement
9. Brookfield Development (South Denton County Water Control Improvement District No.
1) Agreement
10. Alpha Ranch Development Agreement
11. Shale Creek Development Agreement
12. South Denton County (Brookfield Development) Creation and Operation Agreement
13. Alpha Ranch Creation and Operation Agreement
14. Agreement for Construction of Sendera Ranch Blvd
DISCUSSION:
Entities affiliated with Centurion American Development Group (Developer) own approximately 2,000 acres of
land in the City's Extraterritorial Jurisdiction in proximity to State Highway 114, as shown on the attached map
(the Property). The Property is undeveloped and is located within the Alpha Ranch Fresh Water Control and
Improvement District, consisting of the Elizabeth Creek and Alpha Ranch developments (collectively, the
Alpha Ranch development), the South Denton County Water Control and Improvement District No. 1 (the
Brookfield development), and the North Fort Worth Water Control and Improvement District No. 1 of Denton
and Wise Counties (the Shale Creek development) (the Districts), which districts were created with the City's
consent. The Developer agreed to develop the Property with a mixture of residential, commercial and
recreational uses in accordance with City standards. The Districts were created and approved by the City
Council as follows: Alpha Ranch, consisting of approximately 1,294 acres on February 15, 2007; Brookfield,
M&C Review Page 2 of 3
consisting of approximately 231 acres on April 19, 2007; and Shale Creek, consisting of approximately 251
acres on August 21, 2006. On January 25, 2011, the City Council approved operation, development and
utility Agreements for the Brookfield District. (M&C C-24720, CSC Nos. 42127, 42128 and 42120
respectively.)
When the Development and Utility Agreements were approved, the Property was located in an area for
which Certificate of Convenience and Necessity (CCN) had been issued by TCEQ to Aqua Texas to provide
retail water. The Agreements contemplated that Aqua Texas would provide retail water and sewer service
to the Property for a term of 17 years, after which the City had an option to become the retail water and
sewer provider and to purchase, for a nominal amount, water and wastewater infrastructure to serve the
Property. Aqua Texas, the City, the Districts desire to enter into an Agreement providing, among other
terms, for Aqua Texas to transfer to the City all of its rights and obligations in connection with retail water
service to the Property under their CCN and to transfer to the Districts all of its rights and obligations in
connection with retail sewer service to the Property superseding the original utility agreement and ancillary
agreements concerning water and sewer service to the Property.
On September 23, 2014, the City Council adopted Resolution No. 4361-09-2014 which authorized the city
staff to negotiate Agreements with the Developer, Aqua Texas and the Districts for: 1) the transfer the CCN
to the City from Aqua Texas; 2) to negotiate for the provision of water and sewer service to the Property to
include a Wholesale Water Agreement to serve part of the Shale Creek Development with no infrastructure
or meter cost to the City; 3) to negotiate for the construction of water and sewer infrastructure to include a
water line to connect Sendera Ranch pump station to existing City infrastructure and a wastewater
treatment plant; 4) negotiate for the construction of a sewer line connecting to the City's system, and at the
City's discretion, discontinuance of by the Districts of the wastewater treatment plant upon the City
becoming the retail sewer service provider to the property; 5) to negotiate for the construction, consistent
with the City's Master Thoroughfare Plan, of a four-lane extension of Sendera Ranch Boulevard from its
existing terminus to SH 114 outside the City limits, at no cost to the City, and to be reimbursed less any
proportional share required for the portion of the extension located within the City limits with roadway
impact fees or fee credits in accordance with the City's transportation impact fee policy; and construction of
a portion of Sendera Ranch Boulevard outside of the City limits, at no cost to the City and to be reimbursed
less any proportional share required for the portion of the extension; and 6) to amend the Development
Agreement for Brookfield and enter into Development Agreements for the Alpha Ranch District and Shale
Creek to reflect the new arrangements for providing water and sewer service to the Property and to address
other outstanding issues. This M&C does not request approval of a contract with a business entity.
Aqua Texas has agreed to transfer to the City Aqua Texas' CCN and contract rights and obligations
governing retail water utility service to Brookfield, Alpha Ranch and Shale Creek and to include land
immediately adjacent to Alpha Ranch provided that the land is annexed by the Alpha Ranch District. Alpha
Ranch District has submitted two petitions to annex the area for Council's approval. Staff recommends
approving the attached resolutions to allow Alpha Ranch to annex the area which will transfer the CCN from
Aqua Texas to the City.
The parties have the authority to enter into this Agreement pursuant to Section 212.172 of the Local
Government Code.
The property is located in the City's extraterritorial jurisdiction adjacent to CITY COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this agreement will have no immediate material effect on City
funds. Any effect on expenditures and revenues will be budgeted in future fiscal years.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
M&C Review Page 3 of 3
Submitted for City Manager's Office by: Jesus (Jay) Chapa (5804)
Originating Department Head: Sarah J. Fullenwider (7606)
Additional Information Contact: Melinda Ramos (7631)
ATTACHMENTS
Alpha Ranch Resolution Consent to Annex 12.doc
Alpha Ranch Resolution Consent to Annex 171.doc
Aqua Texas 1295.pdf
Exhibit for 12 acres resolution.pdf
Exhibit for 171 acres resolution.pdf
Forms (3) 1295.pdf
Ryan Dynasty Trust 1295.pdf
Water district alpha Ranch shale creek brookfield Map.pdf