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Home My WebLink AboutContract 48649 CITY SECRETARY . CONTRACT NO. DEVELOPMENT AGREEMENT BETWEEN THE CITY OF FORT WORTH, TEXAS AND SHALE 114, L.P. THE STATE OF TEXAS § COUNTY OF DENTON § This Development Agreement Between the City of Fort Worth, Texas and Shale 114, L.P. (this "Agreement") is entered into by the City of Fort Worth, Texas, a home-rule municipal corporation situated in Parker, Tarrant, Johnson, Denton and Wise Counties, Texas (the "City"), acting by and through its duly authorized Assistant City Manager, and Shale 114, L.P., a Texas limited partnership ("Owner"). ARTICLE I RECITALS A. Owner owns approximately 158.396 acres of land in Denton and Wise Counties, Texas, as shown on Exhibit A and described in Exhibit B attached to this Agreement (the "PropertX"). The Property lies entirely within the City's extraterritorial jurisdiction ("ETJ"). B. The Property is encompassed by North Fort Worth Water Control and Improvement District No. 1 of Denton and Wise Counties (the "District"), which covers 251.75 acres of land. C. The Property is currently located in an area for which Aqua Texas, Inc. ("Aqua Texas") holds Certificate of Convenience and Necessity ("CCN") 11157 issued by the Texas Commission on Environmental Quality ("TCEQ") to provide retail water service and CCN No. 20867 to provide retail sewer service. D. Aqua Texas, the City, the District, Alpha Ranch Fresh Water Supply District of Denton and Wise Counties, and South Denton County Water Control and Improvement District No. 1 have entered into that certain Water and Wastewater Utility Services Transfer Agreement dated 20td (City Secretary Contract No. ), providing, among other terms, for Aqui Texas to transfer to the City all of its rights and obligations in connection with retail water service to the Property under CCN No. 11157 (the "Utility Services Transfer Agreement"). E. Aqua Texas, the City and the District have entered into that certain Agreement Concerning Water and Sewer Service to Shale Creek Development dated a , 20A (City Secretary Contract No. '�� providing, among other terms, for Aqua exas to provide retail sewer service to the Property and granting an option to the City to become the retail sewer provider to the Property in 17 years and for the construction of sewer infrastructure for the City to provide retail sewer service to the Property (the "Shale Creek Water and Sewer Agreement"). F. The City, Owner, the District, Brookfield Acquisitions, L.P., South Denton County Water Control and Improvement District No. 1, CTMGT Alpha Ranch, LLC, CTMGT AR II, LLC and Alpha Ranch Fresh Water Supply District of Denton and Wise Counties have enter Shale Creek Development Agreement Page 1 ®Fp�CIpL RECORD CITY SECRETARY FT.WORTH,TX into that certain Water Infrastructure Agreement datedwx%gA 1-1 20 j '(City Secretary Contract No.Wj ) providing, among other terms, for construction of water infrastructure to provide for the City to provide retail water service to the Property (the "Water Infrastructure Agreement"). G. The Parties have the authority to enter into this Agreement pursuant to Section 212.172 of the Local Government Code. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties agree as follows: ARTICLE II DEFINITIONS "Accessory Use" means a use which is clearly incidental to the use of the Principal Building or the primary use of the property and which is located on the same premises as the primary use. "Agreement" means this Development Agreement between the City and Owner. "Assignee" means a successor to Owner as defined in Sections 9.02(b) and 9.03 of this Agreement. "Building Codes" means the Sign Code and the Fire Code, as defined herein, and all other City ordinances, regulations, policies, manuals and other requirements applicable as of the Filing Date to the construction of Structures within the City's corporate limits. Further, "Building Codes" includes all amendments to the foregoing requirements and all new requirements relating to Structures that are adopted or approved after the Filing Date, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code: "Building Permit and Inspection Fees" means the fees and.charges applicable to the issuance of building permits for, and inspection of, Structures according to the fee schedule adopted by the City Council and in effect on the date of submittal of application for a building permit or request for an inspection. "CCN" means a certificate of convenience and necessity or similar permit issued by the TCEQ authorizing a specified entity to be the retail water or sewer provider in a specified area. "CFA Policy" means the City's "Policy for the Installation of Community Facilities" as amended March 20, 2001 (M & G-13181), and as further amended from time to time, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code. "CFA Review Fees" means fees assessed in accordance with the CFA Policy for community facilities agreements. Shale Creek Development Agreement Page 2 "City" means the City of Fort Worth, Texas, a home-rule municipality located in Parker, Tarrant, Johnson, Denton and Wise Counties, Texas. "Cites" means the Code of the City of Fort Worth. "City Council" means the City Council of the City. "City Manager"means the City Manager of the City. "City Review Fees" means: (a) the fees and charges applicable to the City's preliminary and final plat review and approval process according to the fee schedule adopted by the City Council and in effect on the date of submittal of each plat application; and (b) fees and charges applicable to the review and approval of plans relating to the construction of Infrastructure according to the fee schedule adopted by the City Council and in effect on the date of submittal of such plans. "Contractor" means a person or entity that constructs, alters or repairs Infrastructure required to serve the Property and determined to be qualified for such by the applicable department with the City, expressly including without limitation qualification of water and wastewater contractors by the City's Water Department. "Development Director" means the Director of the City's Planning and Development Department. "Development Permit" means to apply and be granted a development permit for every buildable lot within the District in accordance with the Regulations for Floodplain Management in Denton County. "Development Plan"means Exhibit C attached to this Agreement. "District" means North Fort Worth Water Control and Improvement District No. 1 of Denton and Wise Counties.. "Effective Date"means the date when this Agreement is fully executed. "ETJ"means the extraterritorial jurisdiction of a city as defined by the Local Government Code, as amended, with the City's ETJ being an unincorporated area presently extending five miles from the City's corporate limits, excluding other incorporated municipalities and their respective ETJs "Filing Date" means February 12, 2015. "Finance Director"means the Director of the City's Finance Department. "Fire Code" means the following chapters and sections of the International Fire Code, Sections 13-1 and 13-2 of the City Code in effect on the Filing Date, and including all amendments to the foregoing regulations that are adopted after the Filing Date, except any Shale Creek Development Agreement Page 3 amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code: (a) Chapter 1 (Administration), excluding Sections 104.10 (Fire Investigations), 104.10.1 (Assistance from Other Agencies), and 104.11 (Authority at Fires and Other Emergencies), Section 105.1.2, Item #1 (Operational Permits), and all sections related to Item#1, and Section 105.6 (Required Operational Permits); (b) Chapter 2 (Definitions); (c) Chapter 5 (Fire Service Features), excluding Section 506 (Key Boxes) and Section 509 (Fire Command Center); (d) Chapter 6 (Building Services and Systems); (e) Chapter 7 (Fire Resistance Rated Construction); (f) Chapter 8 (Interior Finish, Decorative Materials and Furnishings), Section 806 only; (g) Chapter 9 (Fire Protection System); (h) Chapter 22 (Service Stations and Repair Garages), excluding Section 2205 (Operational Requirements); (i) Chapter 23 (High-Piled Combustible Storage), excluding Section 2305 (Housekeeping and Maintenance); (j) Chapter 27 (Hazardous Materials — General Provisions), excluding reference to Section 105.6 in Section 2701.5 (Permits), Section 2703.3 (Release of Hazardous Materials) and Section 2703.9.1.1 (Fire Department Liaison); (k) Chapter 33 (Explosives and Fireworks); (1) Chapter 38 (Liquefied Petroleum Gases); (m) Chapter 45 (Referenced Standards); (n) Appendix B (Fire-Flow Requirements for Buildings); and (o) Appendix I (Installation of Fire Service Features, Fire Protection Systems and Tanks). "Gas Drilling Ordinance" means Ordinance No. 18449-02-2009 (M & C G-16439), as amended as of the Filing Date and including all amendments to the foregoing regulations that are adopted after the Filing Date, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code. Shale Creek Development Agreement Page 4 "Governing Regulations" means all City and County ordinances, regulations, policies, manuals and other requirements relating to Infrastructure, including the design, location, construction, payment of fees, operation and maintenance thereof, that were applicable within the City's corporate limits and the County's limits on the Filing Date. Further, "Governing Regulations" includes all amendments to the foregoing requirements and all new requirements relating to Infrastructure that are adopted or approved after the Filing Date, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code. "Habitable Structure", for purposes of Section 3.06, means any structure for which a certificate of occupancy is required. A Habitable Structure shall not include detached accessory buildings, garages and sheds. "Homeowners Association" means the association established by Owner in accordance with the Declaration of Conditions, Conditions and Restrictions described in Section 3.09. "Impact Fees" means capital contributions funding or recouping the cost of capital improvements necessitated by and attributable to new development approved by the City in accordance with Chapter 395, Texas Local Government Code, but expressly excluding fees for roadway facilities. "Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure improvements installed or constructed to serve the Property, whether located within or outside the Property. When "Infrastructure" is expressly identified, such as water Infrastructure or wastewater Infrastructure, "Infrastructure"is limited to the specified type. "Infrastructure Inspection and Material Testing Fees" means the fees applicable to the inspection and testing of water and sewer Infrastructure according to the fee schedule adopted by the City Council and in effect on the date of the inspection. "Lender" means a person or entity that receives a collateral assignment, pledge, security interest, lien, or other encumbrance of or in all or any part of the Property or in any Owner's or Assignee's rights under this Agreement to secure repayment of a debt or performance of an obligation by such Owner or Assignee. "Local Government Code"means the Texas Local Government Code, as amended. "Lot Owner" means any "end-buyer of a fully developed and improved lot" within the Property as such phrase is used in Section 212.172(f) of the Local Government Code. A Lot Owner is neither an Owner nor a Party and is bound by this Agreement in accordance with Section 9.04. "Non-Owner Assignee" is defined in Section 9.02(c) of this Agreement. "Notice"means notice as defined in Section 9.01 of this Agreement. "Owner" means Shale 114, L.P., a Texas limited partnership, and its successors and Assignees permitted by this Agreement, but does not include a Lot Owner. Shale Creek Development Agreement Page 5 "Party" means, individually, the City, Owner, or Owner's successors and Assignees permitted by this Agreement "Premises" means a single tract or platted lot. In addition, multiple adjacent tracts or platted lots under common ownership will be deemed to be a single premises if they meet the following requirements: (a) Lots or tracts are not separated by intervening streets, alleys, utility or railroad rights-of-way or other interruption; (b) Property contains a single primary use; and (c) Property is not used for one- or two-family residential purposes. Tracts or platted lots that are at cross corners or that are connected by narrow strips of land too small to serve as emergency access easements shall not be considered to be adjacent. "Principal Building" means a building in which the primary use of the lot on which the building is located is conducted. "Public Building", for purposes of Section 3.06, means all buildings with occupancies greater than 50 persons and more than 750 square feet used or designed and intended to be used for motion picture theaters, symphony and concert halls, television and radio studios admitting an audience, theaters, banquet halls, night clubs, restaurants, taverns and bars, amusement arcades, art galleries, bowling allies, community halls, courtrooms, dance halls, exhibition halls, funeral parlors, gymnasiums without spectator seating, indoor swimming pools and tennis courts without spectator seating, lecture halls, libraries, museums, waiting areas in transportation terminals, pool and billiard parlors, arenas with spectator seating, skating rinks with spectator seating, swimming pools with spectator seating, tennis courts with spectator seating, and amusement park outdoor activities. "Shale Creek Water and Sewer Agreement" has the meaning set out in Recital E. . "Sign Code"means Chapter 29 of the City Code. "Structure" means any permanent building or structure that is intended for human occupancy and any other structure (including signs). "Subdivision Regulations" means the City's Subdivision Ordinance No. 17154-09-2006 in effect on the Filing Date, and including all amendments to the foregoing regulations that are adopted after the Filing Date, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code. "TCEQ" means the Texas Commission on Environmental Quality or its successor state agency. "Utility Services Transfer Agreement"has the meaning set out in Recital D. "Water Infrastructure Agreement" has the meaning set out in Recital F. Shale Creek Development Agreement Page 6 "Zoning Ordinance" means the sections of Ordinance No. 13896 identified in this Agreement, together with any amendments thereto that are in effect on the Filing Date, codified as Appendix "A" to the City Code. "Zoning Ordinance" includes all amendments to the foregoing regulations that are adopted after the Filing Date, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code: ARTICLE III DEVELOPMENT REGULATIONS 3.01 Applicable Regulations. The Property shall be developed in accordance with the Subdivision Regulations and all other City ordinances, regulations, policies, manuals and other requirements that would apply to the Property if it were located within the City's corporate limits, including without limitation the Building Codes and Governing Regulations, except as modified by this Agreement. Provisions of the Zoning Ordinance specified below (and no others) shall apply to development of the Property. If this Agreement imposes stricter requirements, this Agreement shall control. The portion of the Property in Denton County shall also be developed in accordance with the Subdivision Regulations — Denton County, policies, manuals and other requirements that apply to property in the City's extraterritorial jurisdiction located in the County. In the event of a conflict between the Subdivision Regulations and the Subdivision Regulations—Denton County, the more stringent regulation will apply to the portion of the Property in Denton County. Notwithstanding anything herein to the contrary, Owner shall not be required to comply with any Denton County regulation, policy, manual or other requirement unless it is generally applicable in portions of the City's ETJ located in Denton County. Further, Owner shall comply with all applicable federal, state and local regulations applicable to the Property 3.02 Land Use and Development Regulations. The Property identified on the Development Plan attached as Exhibit C shall be developed in accordance with the uses permitted in the "A-5" One-Family District, as reflected in Section 4.600 of the Zoning Ordinance, plus accessory uses permitted in accordance with Section 3.03. The Property shall include not more than 483 single-family residential lots with a minimum lot size of 5,000 square feet. All single-family residential lots on the Property shall be developed in accordance with Section 4.705 of the Zoning Ordinance applicable to the "A-5" One-Family Residential District. Owner may revise the lot layout on the Development Plan from time to time, provided Owner complies with the Subdivision Regulations and does not exceed the maximum lot count. 3.03 Accessory Uses. No accessory uses shall be permitted in the Property, except for the following accessory uses, which shall be subject to compliance with the designated sections of the Zoning Ordinance: (a) Accessory Buildings on Residential Lots (Section 5.301); and (b) Fences (Section 5.305) Shale Creek Development Agreement Page 7 3.04 Temporary Uses. No temporary uses shall be permitted in the Property, except for the following temporary uses, which shall be subject to compliance with the designated sections of the Zoning Ordinance: (a) Garage or Other Occasional Sales, except that no permits shall be required and no fees shall be charged (Section 5.402); (b) Model Home (Section 5.403); (c) Trailer, Portable Sales, Construction or Storage (Section 5.405); and (d) Temporary Batch Plants, Asphalt or Concrete (Section 5.401). 3.05 Development Standards. The following provisions of Chapter 6 of the Zoning Ordinance shall apply to the Property: Signs (Article 4). 3.06 Gas Drilling and Production; Setbacks from Gas Wells. Four natural gas wells have been drilled on the Property, as shown on Exhibit C (individually and collectively, the "Existing Wells"). The Existing Wells are not subject to the Gas Drilling Ordinance or any other City regulations concerning natural gas drilling. Notwithstanding the foregoing, residences, religious institutions, hospital buildings, schools, public parks or Public Buildings shall be constructed at least 200 feet from the center of any natural gas well on the Property, at the surface of the ground, or at least 225 feet from a gas well pad side on which more than one well is placed, and shall adhere to all setbacks applicable to compressor stations and tanks. All other Habitable Structures shall be constructed at least 200 feet from the center of any natural gas well on the Property, at the surface of the ground, or at least 125 feet from a gas well pad site on which more than one well is placed, and shall adhere to all setbacks applicable to compressor stations and tanks. 3.07 Parks and Recreational Amenities. An amenity center has been constructed for the Shale Creek development that will serve residents of the Property. No other requirements for dedication of parkland or development of parks apply to the Property. 3.08 Landscape Requirements. The Property shall be subject to landscape requirements contained in Chapter 6, Article 3 of the Zoning Ordinance in effect as of the Filing Date. Owner shall submit a landscape plan for medians and parkways to the City Parks and Community Services Department and the Transportation and Public Works Department for approval of plant material, consideration of future maintenance requirements and prevention of traffic hazards. In addition, the following landscaping and amenities, at a minimum, shall be installed on each residential lot prior to initial occupancy: (a) One (1) three-inch caliper tree shall be planted in front of each house with a second three-inch caliper tree to be located per homeowneribuilder preference. (b) Shrubs shall be provided in any size increments totaling a minimum of 25 gallons on each residential lot. (c) The front and side yards of each residential lot shall be fully sodded. Shale Creek Development Agreement Page 8 (d) Freeze and rain sensors shall be installed in all irrigation systems in front and side yards. 3.09 Covenants, Conditions and Restrictions; Design Review Guidelines. (a) Prior to the sale of any lots in the Property, Owner shall file Declaration of Covenants, Conditions and Restrictions and Design Review Guidelines in the Denton County real property records, which shall be consistent with this Agreement. Owner shall provide evidence of filing to the City within thirty (30) days after filing. (b) All builders and property owners in the Property shall adhere to the Declaration of Covenants, Conditions and Restrictions and the Design Review Guidelines. (c) The District's Board of Directors and the Homeowners Association may amend the Declaration of Covenants, Conditions and Restrictions and the Design Review Guidelines, provided that the spirit of such documents is not diminished and a copy of the amendment is provided to the City within thirty (30) days after adoption. 3.10 Final Plat Approval. Subdivision of the Property or any portion thereof shall require approval of plats by the City Plan Commission. The conveyance by metes and bounds of any portion of the Property to any person for the purpose of qualifying such person to be a member of the board of directors of the District shall not be considered a subdivision of land requiring a final plat or otherwise requiring the approval of the City; provided, however, no Structure shall be constructed on any portion of the Property conveyed for such purpose unless and until a plat of such portion has been approved by the City Plan Commission and Denton County Public Works/Engineering. 3.11 Building Permits; Fees; Inspections of Structures. (a) Com. All Structures constructed on the Property shall be subject to City building permit and inspection requirements and fees (the `Building Permit and Inspection Fees") as if such Structures were constructed within the City's corporate limits. The City shall collect Sewer Impact Fees and Water Impact Fees for each lot as a condition of issuance of a building permit, in accordance with Section 5.03. (b) Denton County. The developer will apply for and be granted a Development Permit through Denton County in accordance with the development permit guidelines and application process with respect to the portion of the Property located in Denton County. At this time the City will assign a 911 address to the subject property. 3.12 Temporary Manufactured Housing. A maximum of five temporary HUD- certified manufactured homes shall be permitted on the Property for any purpose necessary for the creation or administration of the District (including, but not limited to, providing qualified voters within the District or qualifying persons to serve on the Board of Directors of the District). Owner will apply for and be granted a Development Permit through the County in accordance with the development permit guidelines and application process for all temporary manufactured housing. At this time, Owner will be issued a 911 address for the property in question. Owner will notify the City of the make, model, HUD number, and 911 address of each home within 15 Shale Creek Development Agreement Page 9 days after it is occupied. Manufactured homes permitted by this Agreement: (a) are not required to be located on a platted lot; (b) do not have to comply with the Governing Regulations; (c) do not require any permit or other approval by the City; and (d) will be removed within thirty (30) days after they are no longer needed for the creation or administration of the District. 3.12 Enforcement of Environmental Regulations. Pursuant to Section 212.172(b)(6) of the Local Government Code, the Parties agree that the City may, but is not obligated or required to, enforce environmental regulations set out in Chapter 12.5 of the City Code, as amended from time to time. Provided however, the City will enforce the backflow requirements and plumbing code for connections to the City's water system. 3.13 Homeowners Association. Owner will establish the Homeowners Association in accordance with the Declaration of Covenants, Conditions, and Restrictions. Membership in the Homeowners Association shall be mandatory for all owners of property within the Property. The Homeowners Association shall perform all duties identified in the Declaration of Covenants, Conditions and Restrictions and shall operate and maintain all parkland and recreational amenities in accordance with this Agreement. 3.14 Enforcement. The City and Owner agree that this Agreement and Section 212.172 of the Local Government Code authorize enforcement by the City of the Building Codes, Governing Regulations and all other City ordinances applicable to the Property pursuant to this Agreement in the same manner duly enacted municipal regulations are enforced within the City's corporate boundaries. 3.15 Maintenance of Roads. All roads within the Property shall be maintained by the District, unless Denton County agrees to maintain such roads and/or drainage improvements by formal action of the Commissioners Court. ARTICLE.IV DESIGN, CONSTRUCTION, INSPECTION, DEDICATION, OPERATION AND MAINTENANCE OF DISTRICT FACILITIES 4.01 Infrastructure Standards. All Infrastructure shall be designed and constructed in compliance with: (a) the Governing Regulations; (b) the rules and regulations, if any, of the District; and (c) the rules and regulations of the TCEQ. In the event of any conflict between the Governing Regulations and the rules and regulations of the District, the Governing Regulations shall control unless otherwise agreed in writing by the Water or Transportation and Public Works Director, as applicable. In the event of any conflict between the Shale Creek Water and Sewer Agreement and this Agreement, the Shale Creek Water and Sewer Agreement shall prevail. In the event of any conflict between the Water Infrastructure Agreement and this Agreement, the Water Infrastructure Agreement shall prevail. 4.02 Plan Review; Payment of Fees; and Pre-Construction Conference. Construction of Infrastructure shall not commence until (i) final construction plans and specifications have been reviewed and approved by the City for compliance with the Governing Regulations; (ii) a pre-construction conference has been held by the Fort Worth pre-qualified Contractor, the District's engineer and designated representatives of the City; and (iii) the applicable City Shale Creek Development Agreement Page 10 Review Fees and Infrastructure Inspection and Material Testing Fees have been paid. At such pre-construction conference, the City shall designate City employees to serve as the project manager and the project inspector (the "City Inspector"). The City will review all plans within two weeks after each submittal. 4.03 Community Facilities Agreements and Financial Guarantee. Construction of Infrastructure shall not commence until Owner has executed a Communities Facilities Agreement and provided the appropriate form of financial guarantee pursuant to the CFA policy. In the event of a conflict between this Agreement and the CFA Policy, this Agreement will prevail. 4.04 Inspections. (a) City employees or third party inspectors retained in accordance with generally applicable City policies ("City Inspectors") shall perform all inspections and testing of water and sewer Infrastructure as such Infrastructure is constructed. The District or the developer will pay the water and sewer inspection fee to the City prior to scheduling for pre-construction meeting. The City Inspectors shall notify Owner and the District at least 24 hours before each inspection to enable the District's engineers to be present during the inspections. The District's engineer may observe City inspections for the purpose of gathering the information required to complete and submit all TCEQ required reports. The City Inspectors shall cooperate with the District to provide inspection reports that satisfy TCEQ requirements for issuance of bonds by the District. (b) Inspections and testing of all other Infrastructure for compliance with this Article IV shall be performed by inspectors retained and paid for by the District (or by Owner on behalf of the District) and approved by the City ("Third Party Inspectors"). The District or Owner, as applicable, shall submit the names, addresses and phone numbers of such inspectors as part of the submittal of final construction plans. Construction of Infrastructure shall not commence until such inspectors have been approved by the City which approval shall not be unreasonably withheld or delayed. The District, or Owner, as applicable, shall require all Third Parry Inspectors to provide copies of all inspection and testing reports to the City Inspector within five (5)business days of the date of the inspection. 4.05 Termination of Third Party Inspectors. The City has the right to terminate any Third Party Inspector retained by the District or Owner pursuant to Section 4.04(b) if the inspector: (a) fails to perform inspections and testing to ensure construction in compliance with this Article IV; or (b) fails to timely provide copies of inspection and testing reports to the City's Transportation and Public Works Department. and does not correct any such deficiencies within ten (10) days after receipt of written notice from the City. Upon termination of any Third Party Inspector, the City at its option, may: (i) allow the use of another approved Third Party Inspector, or(ii)perform all necessary inspections and testing. Should the City elect to perform inspections and testing pursuant to this Section 4.05, the City shall perform such inspections and testing for compliance with this Article IV in a timely manner and the District shall pay the City an inspection fee to reimburse the City for its reasonable and necessary costs of performing the Infrastructure inspection, but not exceeding the City's generally applicable fee schedule. Shale Creek Development Agreement Page 11 4.06 Final Inspections. (a) City. The City shall have the right to charge an Infrastructure Inspection and Material Testing Fee for the City conducted inspections and testing only for inspections and testing performed by the City pursuant to Section 4.04(a). In such case, the City may charge the City's prevailing Infrastructure Inspection and Material Testing Fee applicable to inspections within the City's corporate limits. Notwithstanding the foregoing limitation on the City's right to charge an Infrastructure Inspection and Material Testing Fee, the City has the right, but not the obligation, to inspect and test the Infrastructure at any time and to participate in a final inspection of all Infrastructure. The Contractor shall notify the City Inspector when Infrastructure is ready for final inspection. If the City Inspector concurs that construction of the Infrastructure is substantially complete, the City Inspector will schedule a final inspection by the City within 30 days. Upon such final inspection and correction of any punch list items, written certification by the City Inspector that Infrastructure has been constructed in compliance with City Utility Standards shall constitute compliance with the inspection requirements of this Article IV. (b) Denton County. DentonCounty shall inspect all flood control structures and connections to Denton County roads constructed on the Property. The Denton County Public Works Department will be responsible for conducting these inspections in accordance with the Denton County Subdivision Rules and Regulations. 4.07 Contractors. Owner shall incorporate the requirements of this Article IV into written construction contracts with all Contractors who are not Owners. All contracts with such non-Owner Contractors shall provide that the City is a third-party beneficiary of, and may enforce the contracts against, the Contractor. Contractors should meet the City's pre- qualification requirements for water, sewer, drainage and roadways. 4.08 Access by City Employees. Any duly authorized employee of the City bearing proper credentials and identification shall be granted access to any property of the District within the Property as the City or County may determine necessary for the purpose of inspection and testing of Infrastructure. 4.09 Wastewater Service. Retail wastewater service to the Property shall be provided by Aqua Texas, subject to the Shale Creek Water and Sewer Agreement. 4.10 Water Service. The City shall provide water service to the Property at the City's standard rate applicable to out-of-city customers, not to exceed 125% of the in-city rate. Water wells are prohibited. 4.11 As-Built Drawings. Owner shall deliver mylar as-built drawings for all Infrastructure to both the City's and County's Engineering Department within thirty (30) days after final inspection by the City. 4.12 Traffic Impact Analysis. Preliminary Plat PP-03-018, which includes the Property, was administratively approved by the City on May 4, 2015. Owner shall submit a traffic impact analysis ("TIA") to the City in accordance with the Governing Regulations in connection with final plats submitted for the Property. Upon approval of the TIA by the City, the approved TIA will be incorporated in this Agreement by reference. The TIA shall prescribe Shale Creek Development Agreement Page 12 the timing and phasing of all road construction and traffic mitigation required for the development of the Property. All mitigation necessary attributable to the development shall be installed with the final plat phase for which the mitigation is proposed. ARTICLE V DEVELOPMENT FEES 5.01 Fees. The Property shall be subject to all fees applicable to development within the City's corporate limits, including without limitation Infrastructure Inspection and Material Testing Fees, City Review Fees, CFA Review Fee, Impact Fees, Building Permit and Inspection Fees, tap fees, water main capacity charges, sewer per acre charges and front footage charges except as expressly addressed in this Agreement. Failure to expressly identify fees and charges does not constitute a waiver of such fees and charges. 5.02 Utility Transfer Fee. (a) The District shall collect a fee of$500 per lot within the Property to compensate Aqua Texas for transfer of water and sewer service rights for the Property and other defined areas (the "Utility Transfer Fee"), up to a maximum total payment to Aqua Texas of $2,000,000.00, in accordance with the Utility Service Transfer Agreement. (b) The District shall collect the Utility Transfer Fee for all lots contained in each final plat for the Property prior to submittal of the final plat to the City for approval and shall deliver such fees to Aqua Texas in accordance with the Utility Service Transfer Agreement. The District shall continue to collect the Utility Transfer Fee until Aqua Texas receives Utility Transfer Fees totaling $2,000,000.00 pursuant to the Utility Service Transfer Agreement. The City will not record a final plat for any portion of the Property until Aqua Texas provides written verification to the City, with a copy to the District, of receipt of Utility Transfer Fees for each lot within such final plat. (c) The City has no obligation to collect Utility Transfer Fees or to pay such fees to Aqua Texas. 5.03 Impact Fees. (a) Sewer Impact Fees. The City will assess a sewer impact fee pursuant to Chapter 395, Local Government Code, and the City's sewer impact fee ordinance ("Sewer Impact Fee") at the time of recordation of each subdivision plat for the Property. Owner shall pay, or cause to be paid, the Sewer Impact Fee to the City at the collection rate generally applicable within the City's corporate limits, as a condition to issuance of building permits by the City pursuant to Section 3.12. (b) Water Impact Fees. The City will assess and collect a water impact fee pursuant to Chapter 395, Local Government Code, and the City's water impact fee ordinance ("Water Impact Fee")at the time of recordation of each subdivision plat for the Property. Owner shall pay, or cause to be paid, the Water Impact Fee to the City at the collection rate generally Shale Creek Development Agreement Page 13 applicable within the City's corporate limits, as a condition to issuance of building permits by the City pursuant to Section 3.11. (c) The City shall not collect roadway impact fees for the Property. ARTICLE VI ANNEXATION 6.01 _Immunity from Annexation. Except as otherwise provided in this Article VI, the Property shall be immune from annexation during the term of this Agreement, and the City guarantees immunity from annexation during such time. 6.02 Full Purpose Annexation. Except as provided in Section 6.03, the City shall not annex all or any portion of the Property for full purposes until on or after the earlier to occur of: (a) the dissolution of the District (other than as the result of annexation by the City); (b) the date that construction of water, sanitary sewer, drainage and road facilities to serve 90% of the Property is complete and bonds h ve been issued by the District to reimburse Owner or developer for such facilities; or (c)�- f) -4 W , 2 , provided, however the City may not annex the Property unless the City exes all land within the District. 6.03 Annexation of Portions of Property. Owner agrees to cooperate with and assist the City in annexing one or more areas in accordance with Section 43.071 of the Local Government Code each of which may not exceed 525 feet in width at its widest point or such other width limitation subsequently imposed by law, as reasonably necessary for the City to connect areas to the City that are outside the District and that the City intends to annex. The City agrees that such areas shall be located within right-of-way areas or along lot lines, wherever possible. Notwithstanding the zoning designation approved for the annexed area, such area can be developed and used in accordance with this Agreement. 6.04 Consent to Annexation. Owner and all future Owners and all future Lot Owners, of all or any portion of the Property irrevocably and unconditionally consent to the full purpose annexation of the Property into the corporate limits of the City in accordance with this Agreement, expressly including without limitation Section 6.02 prohibiting annexation of the Property unless the City annexes all of the District. This Agreement shall serve as the petition of Owner, all future owners and all fixture lot owners to full purpose annexation of the Property in accordance with this Agreement. The Owner will memorialize the consent to full purpose annexation by the City in the form of a notice to be recorded in the real property records for Denton County for each subsequent Lot Owner within the District and to be provided to each Lot Owner at the closing of the sale of the lot. 6.05 Procedure for Full Purpose Annexation. Owner and all fixture Owners and all future Lot Owners, as defined herein and consistent with Section 6.02, of all or any portion of the Property acknowledge that the Property is exempt from municipal annexation plan requirements pursuant to Section 43.052(h)(2) of the Local Government Code and hereby consent to full purpose annexation of the Property in accordance with the procedure applicable to areas Shale Creek Development Agreement Page 14 exempted from the municipal annexation plan set out in Chapter 43 of the Local Government Code, Subchapter C-1, or, if amended, pursuant to the most comparable annexation procedure. ARTICLE VII TERM OF AGREEMENT This Agreement is a development agreement authorized by Section 212.172 of the Local Government Code. This Agreement will terminate on the earlier to occur of. (a) 1'1 WA, 2036; or (b) full purpose annexation of the Property pursuant to Section 6.02, provided, however, nothing herein allows the City to annex the Property unless the City annexes all property within the District. ARTICLE VIII BREACH, NOTICE AND REMEDIES 8.01 Notification of Breach. If a Party commits a breach of this Agreement, the non- breaching Party shall give Notice to the breaching Party that describes the breach in reasonable detail. 8.02 Cure of Breach. The breaching Party shall commence curing such breach within fourteen (14) calendar days after receipt of such Notice and shall complete the cure within fourteen (14) calendar days from the date of commencement of the cure; however, if the breach is not reasonably susceptible to cure by the breaching Parry within such fourteen(14) day period, the non-breaching Parry shall not bring any action so long as the breaching Party has commenced to cure the default within such fourteen (14) day period and diligently completes the work within a reasonable time (not to exceed an additional thirty (30) days) without unreasonable cessation of the work. 8.03 Remedies for Breach. If the breaching Party does not substantially cure such breach within the stated period of time, the non-breaching Party may, in its sole discretion, and without prejudice to any other right under.this Agreement, law, or equity, seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus and injunctive relief, provided, however, that the non-breaching Party shall not be entitled to monetary damages or to terminate this Agreement, and each Party specifically waives any right such Party has or in the future may have to terminate this Agreement. It is understood and agreed that no Party will seek or recover actual, consequential or any other type of monetary damages or awards, including but not limited to attorney's fees, in the event that any Party brings suit under or related to this Agreement. 8.04 Governmental Powers; Waiver of Immunity. It is understood that by execution of this Agreement the City does not waive or surrender any of its governmental powers, immunities or rights, except as specifically waived pursuant to this section. The City waives its governmental immunity from suit and liability only as to any action brought by a Party to pursue the remedies available under this Agreement and only to the extent necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or immunities that the City has with respect to suits against the City by persons or entities not a party to this Agreement. Shale Creek Development Agreement Page 15 ARTICLE IX ADDITIONAL PROVISIONS 9.01 Notice. Any notices, certifications, approvals, or other communications required to be given by one Party to another under this Agreement (a "Notice") shall be given in writing addressed to the Party to be notified at the address set forth below and shall be deemed given: (i) when the Notice is delivered in person to the person to whose attention the Notice is addressed; (ii) when received if the Notice is deposited in the United States Mail, certified or registered mail, return receipt requested, postage prepaid; and (iii) when the Notice is delivered by Federal Express, UPS, or another nationally recognized courier service with evidence of delivery signed by any person at the delivery address. 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 200 Texas Street Fort Worth, Texas 76102 Attn: City Manager City of Fort Worth, Texas 200 Texas Street Fort Worth, Texas 76102 Attn: Planning and Development Director City of Fort Worth, Texas 200 Texas Street Fort Worth, Texas 76102 Attn: City Attorney To Owner: Shale 114, L.P. Attn: Ross Calhoun 1800 Valley View Lane, Suite 300 Farmers Branch, TX 75234 9.02 Assignment. (a) By Owner to the District. Owner has the right (from time to time with the consent of the City, which consent shall not be unreasonably withheld or delayed and upon written Notice to the City) to assign to the District those portions of this Agreement concerning the provision of retail water and/or wastewater service to the Property and any Infrastructure related thereto, including any obligation, right, title, or interest of Owner under this Agreement. Each assignment shall be in writing in the form attached hereto as Exhibit D, shall be executed by Shale Creek Development Agreement Page 16 Owner and the District, and shall obligate the District to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. Owner shall provide a copy of each assignment to all Parties within fifteen (15) days after execution. From and after such assignment, the City agrees to look solely to the District for the performance of all obligations assigned to the District and agrees that Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the District's failure to perform the assigned obligations; provided, however, if a copy of the assignment is not received by the City within fifteen (15) days after execution, Owner shall not be released until the City receives such assignment. No assignment by Owner shall release Owner from any liability resulting from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Owner shall maintain written records of all assignments made by Owner to the District, including a copy of each executed assignment, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. The District shall be considered an "Assignee" for purposes of this Agreement. (b) By Owner to Successor Owners. Owner has the right (from time to time with the consent of the City, which consent shall not be unreasonably withheld or delayed, and upon written Notice to the City) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to an Assignee that is, or will become an owner of any portion of the Property within fifteen (15) days after the assignment. Each assignment shall be in writing in the form attached hereto as Exhibit D, shall be executed by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. Owner shall provide a copy of each assignment to all Parties within fifteen (15) days after execution. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, if a copy of the assignment is not received by the City within fifteen (15) days after execution, Owner shall not be released until the City receives such assignment. No assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Owner shall maintain written records of all assignments made by Owner to Assignees, including a copy of each executed assignment and the Assignee's Notice information as required by this Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. (c) By Owner to Non-Owners. Subject to the City's prior written approval, Owner has the right, from time to time, to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to any person or entity that is not an owner of any portion of the Property (a "Non-Owner Assignee"). Each assignment shall be in writing executed by Owner and the Non-Owner Assignee in the form attached hereto as Exhibit D and shall obligate the Non-Owner Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. A copy of each assignment shall be provided to all Parties within fifteen (15) days after execution. If the City approves the Non-Owner Assignee in writing (which approval shall Shale Creek Development Agreement Page 17 not be unreasonably withheld or delayed if the Non-Owner Assignee can demonstrate, to the reasonable satisfaction of the City, that the Non-Owner Assignee has the financial ability to perform the assigned obligations), then the City agrees to look solely to the Non-Owner Assignee for the performance of all obligations assigned to the Non-Owner Assignee and agrees that Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the Non-Owner Assignee's failure to perform the assigned obligations. If the City fails or refuses to approve the Non-Owner Assignee, the assignment shall nevertheless be effective; however, the Owner shall continue to be responsible, jointly and severally, with the Non-Owner Assignee for the performance of all obligations assigned. No assignment by Owner shall release Owner from any liability resulting from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Owner shall maintain written records of all assignments made by Owner to Non-Owner Assignees, including a copy of each executed assignment and the Non-Owner Assignee's Notice information as required by this Agreement, and, upon written request from any Party or Non-Owner Assignee, shall provide a copy of such records to the requesting person or entity. (d) By the City. The City shall not assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of the City under this Agreement, to any person, entity, or political subdivision without the prior written approval of Owner, which approval shall not be unreasonably withheld or delayed. 9.03 Encumbrance by Owner and Assignees. Owner and Assignees have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of their respective Lenders without the consent of, but with prompt but no later than 15 days written Notice to the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any Lender to perform any obligations or incur any liability under this Agreement: (a) unless the Lender agrees in writing to perform such obligations or incur such liability; or(b) unless the Lender holds fee simple title to any portion of the Property and elects to or proceeds to develop such portion under this Agreement, in which case the Lender shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to such portion of the Property until all defaults under this Agreement with respect to the acquired portion have been cured. Provided that the City has received a copy of the applicable collateral assignment, including Notice information for a Lender, then that Lender shall have the right, but not the obligation, to cure any default under this Agreement and shall be given a reasonable time but no later than 60 days to do so in addition to the cure periods provided by Article VIII of this Agreement; and the City agrees to accept such cure as if offered by the defaulting Party. A Lender is not a Party to this Agreement unless this Agreement is amended, with the consent of the Lender, to add the Lender as a Party or unless the Lender holds fee simple title to any portion of the Property and elects to or proceeds to develop such portion under this Agreement. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a Lender, whether judicial or non judicial. Any purchaser from or successor owner through a Lender of any portion of the Property shall be bound by this Agreement and shall not be entitled to the rights and Shale Creek Development Agreement Page 18 benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion of the Property have been cured. 9.04 Recordation and Applicability to Lot Owners. Pursuant to the requirements of Section 212.172(c) of the Local Government Code, Owner shall record this Agreement, and all amendments to this Agreement, in the real property records of Denton County, Texas, and shall provide a file-marked copy of the recorded Agreement to the Planning and Development Director within ten (10) days after its execution. This Agreement shall be binding upon the Property, the City, Owner, any Lender that has become an Assignee, and any other Assignee, and their respective successors and assigns. The Parties agree that this Agreement benefits and burdens the Property and touches and concerns the Property. The rights and obligations under this Agreement are intended to be covenants running with the Property. Notwithstanding the foregoing, this Agreement is not binding upon, and shall not constitute any encumbrance to title as to any lot owner except for land use and development regulations that apply to the lot in question. 9.05 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. 9.06 Reservation of Rights and Claims. Except as expressly provided in this Agreement, Owner does not, by entering into this Agreement, waive any rights arising under Chapter 245, Chapter 43, or Section 212.904, as amended, of the Texas Local Government Code, or under any other provision of law. 9.07 Governing Law and Venue. This Agreement must be construed and enforced in accordance with the laws of the State of Texas, as they apply to contracts performed within the State of Texas and without regard to any choice of law rules or principles to the contrary. The Parties acknowledge that this Agreement is performable in Denton County, Texas, and hereby submit to the jurisdiction of the courts of Denton County, Texas, and hereby agree that any such court shall.be a proper forum for the determination of any dispute arising hereunder. 9.08 Performance Requirements, Force Majeure. Time is of the essence in the performance by the Parties of their respective obligations under this Agreement. Whenever performance is required, the Party must use good faith and due diligence to perform and take all necessary measures to perform, but if completion of performance is delayed by reason of acts of God, civil commotion, terrorism, strikes, picketing, casualty, or other similar matter beyond the reasonable control of the Party, then the time for performance will be appropriately extended by the amount of delay so caused, and the Party so delayed shall resume full performance at the earliest possible time. Shale Creek Development Agreement Page 19 9.09 Severability. The provisions of this Agreement are severable. If 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 severed provision which new provision shall, to the extent possible, accomplish the intent of the Parties evidenced by the severed provision. Without limiting the generality of the foregoing, (i) if it is determined that, as of the Effective Date, Owner does not own any portion of the Property, this Agreement shall remain in full force and effect with respect to all of the Property that Owner does then own, and (ii) if it is determined, as of the Effective Date, that any portion of the Property is not within the City's ETJ, this Agreement shall remain in full force and effect with respect to all of the Property that is then within the City's ETJ. If at any time after the Effective Date it is determined that any portion of the Property is no longer within the City's ETJ, this Agreement shall remain in full force and effect with respect to all of the Property that remains within the City's ETJ. 9.10 Changes in State or Federal Laws. If any state or federal law changes so as to make it impossible for a Party to perform its obligations under this Agreement, the Parties will cooperate to amend this Agreement in such a manner that is most consistent with the original intent of this Agreement as legally possible. 9.11 Additional Documents and Acts. The Parties agree that at any time after execution of this Agreement, they will, upon request of the other 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. 9.12 Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 9.13 Amendment. This Agreement may be amended only with the written consent of the Parties and with the approval of the City Council, except as expressly permitted herein. 9.14 Interpretation. The Parties acknowledge that each 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. 9.15 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City and Owner, and neither the City nor Owner intends by any provision of this Agreement to create Shale Creek Development Agreement Page 20 any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this Agreement or otherwise upon anyone other than the City and Owner. Notwithstanding the foregoing, the City and Owner intend that the District shall be a third-party beneficiary of this Agreement. 9.16 Authority to Execute. The City warrants that this Agreement has been approved by the City Council in accordance with all applicable public meeting and public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been authorized to do so. Owner warrants that the execution of this Agreement is duly authorized in conformity with the articles of incorporation, bylaws, partnership agreement or other applicable organizational documents of Owner and that the individual executing this Agreement on behalf of Owner has been authorized to do so. Each Assignee or Lender who becomes a Party to this Agreement represents and warrants that this Agreement has been approved by appropriate action of such Assignee or Lender and that the individual executing this Agreement on behalf of such Assignee or Lender has been authorized to do so. 9.17 Exhibits. All exhibits attached to this Agreement are incorporated as part of this Agreement for the purposes set forth herein, as follows: EXHIBITS Exhibit A Map of the Property Exhibit B Legal Description of the Property Exhibit C Development Plan Exhibit D Assignment and Assumption Agreement 9.18 Takings Impact Assessment. Owner expressly and unconditionally waives and releases the City from any obligation to perform a takings impact assessment under the Texas Private Real Property Rights Act, Texas Government Code Chapter 2007, as it may apply to this Agreement or the Property. 9.19 Conspicuous Provisions. The Parties acknowledge that the provisions of this Agreement set out in bold, CAPITALS (or any combination thereof) satisfy the requirements for the express negligence rule and/or are conspicuous. 9.20 Counterpart Originals. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Shale Creek Development Agreement Page 21 ATTEST: , - Y OF FORT WORTH By:ar Kayser, City Secreta Fernando Costa, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the /5--,4k day of , 20]6,7 by Fernando Costa, Assistant City Manager of the City of Fort Worth, Texas on b half of said city. TRIKINYA L JOHNSON Notar�ublic, to Of Texas �6 Notary Public,State of Texas Comm. Expires 04-17-2018 Printed Name: /e.k Notary ID 1238832-0 Run My Commission Expires: vy i Ole [SEAL] OFFICIAL CORD CITY SECRETARY FT, WORTH,TX Shale Creek Development Agreement Page 22 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. Dana Burghdoff Assistant Director-Planning Planning&Development Department SHALE 114, L.P., a Texas limited partnership By: PARS Investments, Inc., a Texas corporation, its General Partner By: Name: Title: STATE OF TEXAS § COUNTY OF § N) This instrument was acknowledged before me, on the day o A , 20je, by,, , �0 �WPi u P'P''4' of PARS In estments, Inc., a Texas corporation, gen lare partner of Shale 114, L.P., a Texas limited partnership, on behalf of said limited partnership. DEBBIE LACEY Notary Public, S to of Te as Notary ID # 123942280 Printed Name: F Z t My Commission Expires My Commission Expires: s August 16, 2017 - Shale Creek Development Agreement Page 23 Exhibit A Map of the Property Shale Creek Development Agreement Page 1 ...... . .................... ..... ..... -........................... ........ ... . ----- I - I ce Lu 5; .o � I I I IVNDI2V ]VdIDNI'dd idnim h- p I- CCW �QLli �-- W 4 I v W Lij Cn LU r-- ' y �jig i� r♦ /. Z � I""" � `° ' OC o r z W t OLU >U) o LLJ rr O Oc n O - 7 12- a 0 V L, C II O I` U Uj A � O Q i 4 O V) D o n � p ¢ 0-, o ou v, N . . .......... ...................•-------............................................ Exhibit B Legal Description of the Property Exhibit B to Shale Creek Development Agreement Page 1 LEGAL DESCRIPTION BEING A 158.396 (CALLED 158.43 ACRES) ACRE TRACT OF LAND SITUATED IN THE SMITH COUNTY SCHOOL LAND SURVEY,ABSTRACT NO, 1173, DENTON COUNTY,TEXAS, AND IN THE SMITH COUNTY SCHOOL LAND SURVEY NO. 743, WISE COUNTY,TEXAS, AS DESCRIBED IN DEED TO SHALE 114, L.P., BY DEED RECORDED IN COUNTY CLERK'S FILE NO. 2004-90440, REAL PROPERTY RECORDS, DENTON COUNTY,TEXAS, WITH THE BEARING BASIS BEING GRID NORTH,TEXAS STATE PLANE COORDINATES, NORTH CENTRAL ZONE, NAD83 (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS BETWEEN JULIAN DAY 253, 2004 AND JULIAN DAY 259, 2004, CALCULATED FROM DALLAS CORS ARP (PID-DF8984) AND DENTON CORS ARP (PID-DF8986),AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 60D NAIL FOUND FOR THE NORTHEAST CORNER OF SAID 158.396 ACRE TRACT, AND THE COMMON SOUTHEAST CORNER OF A CALLED 284.67 ACRE TRACT OF LAND DESCRIBED IN DEED TO J.L. LOGAN FAMILY LIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. 2004- 66130, REAL PROPERTY RECORDS, DENTON COUNTY,TEXAS,AND THE COMMON SOUTHWEST CORNER OF A CALLED 107 ACRE TRACT OF LAND DESCRIBED IN DEED TO THE HARRY AND JHERRIE LOGAN FAMILY LIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. 2009-68535, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND THE COMMON NORTHWEST CORNER OF A CALLED 107 ACRE TRACT OF LAND CONVEYED TO JOANNE M. YOUNG, BY DEED RECORDED IN VOLUME 515, PAGE 94, DEED RECORDS, DENTON COUNTY,TEXAS. SAID POINT ALSO BEING IN THE APPROXIMATE CENTERLINE OF SOUTH COUNTY LINE ROAD, A PRESCRIPTIVE RIGHT-OF-WAY BY USE AND OCCUPATION; THENCE SOUTH 00 DEGREES 05 MINUTES 03 SECONDS WEST,ALONG THE COMMON EAST LINE OF SAID 158.396 ACRE TRACT AND THE APPROXIMATE CENTERLINE OF SAID SOUTH COUNTY LINE ROAD,A DISTANCE OF 3910.05 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS"SET FOR CORNER IN THE EAST LINE OF SAID 158.396 AND IN THE COMMON WEST LINE OF A CALLED 26.779 ACRE TRACT OF LAND DESCRIBED IN DEED TO PEGGY MCCURDY,VOLUME 1193, PAGE 586, DEED RECORDS DENTON COUNTY, TEXAS; THENCE DEPARTING SAID COMMON LINE ALONG THE SOUTH LINE OF SAID 158.396 ACRE TRACT AND THE COMMON NORTH LINE OF SHALE CREEK,A 78.605 FINAL PLAT AS RECORDED IN CABINET B,SLIDE 336, PLAT RECORDS OF WISE COUNTY,TEXAS, AND IN CABINET V, PAGE 374, PLAT RECORDS OF DENTON COUNTY,TEXAS, THE FOLLOWING COURSES AND DISTANCES: NORTH 89 DEGREES 54 MINUTES 57 SECONDS WEST, A DISTANCE OF 40.00 FEET TO 5/8" IRON ROD WITH A PLASTIC CAP STAMPED "CARTER BURGESS" FOUND FOR CORNER; NORTH 42 DEGREES 16 MINUTES 04 SECONDS WEST, A DISTANCE OF 1002.94 FEET TO A 1/2" IRON ROD FOUND WITH CAP FOR CORNER; I:\SLD\WFxLI800'%WFxLI800\600 DISCIPLINE,613 S,rw- .6I3.7 Legal Descriptions\WFXL1800 158.396ACRE.docx Pugs I of 3 NORTH 48 DEGREES 46 MINUTES 45 SECONDS WEST,A DISTANCE OF 89.00 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 57 DEGREES 36 MINUTES 59 SECONDS WEST, A DISTANCE OF 257.00 FEET TO A 1/2" IRON ROD FOUND WITH CAP FOR CORNER; NORTH 42 DEGREES 15 MINUTES 22 SECONDS WEST,A DISTANCE OF 760.73 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 47 DEGREES 14 MINUTES 36 SECONDS WEST,A DISTANCE OF 1180.74 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS"SET FOR CORNER, AND THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 03 DEGREES 49 MINUTES 11 SECONDS, A RADIUS OF 275.00 FEET, AND A CHORD THAT BEARS NORTH 45 DEGREES 49 MINUTES 19 SECONDS EASTA DISTANCE OF 18.33 FEET; ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 18.33 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 47 DEGREES 43 MINUTES 54 SECONDS EAST,A DISTANCE OF 13.33 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; NORTH 42 DEGREES 16 MINUTES 06 SECONDS WEST,A DISTANCE OF 160.00 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER; SOUTH 47 DEGREES 43 MINUTES 54 SECONDS EAST,A DISTANCE OF 223.27 FEET TO A 1/2" IRON ROD FOUND WITH CAP FOR CORNER, BEING THE SOUTHWEST CORNER OF SAID 158.396 ACRE TRACT AND THE COMMON NORTHWEST CORNER OF SAID SHALE CREEK AND BEING IN THE EAST LINE OF A CALLED 16.5 ACRE TRACT DESCRIBED IN DEED TO DANIEL AND BARBARA NANCE,AS RECORDED IN VOLUME 324, PAGE 209, DEED RECORDS,WISE COUNTY,TEXAS; THENCE NORTH 00 DEGREES 02 MINUTES 26 SECONDS EAST ALONG SAID EAST LINE, AND ALONG WITH THE EAST LINE OF A CALLED 20.02 ACRE TRACT OF LAND DESCRIBED IN DEED TO DANIEL AND BARBARA NANCE IN VOLUME 202, PAGE 625, DEED RECORDS,WISE COUNTY,TEXAS,A DISTANCE OF 1599.42 TO A FOUND 3" POST, BEING THE NORTHWEST CORNER OF SAID 158.396 ACRE TRACT AND THE COMMON NORTHEAST CORNER OF SAID NANCE TRACT AND BEING IN THE SOUTH LINE OF A CALLED 284.67 ACRE TRACT OF LAND AS DESCRIBED IN DEEED TO J.L. LOGAN FAMILY LIMITED PARTNERSHIP,AS RECORDED IN INSTRUMENT NO. 2004-66130, REAL PROPERTY RECORDS, DENTON COUNTY,TEXAS; THENCE ALONG THE NORTH LINE OF SAID 158.396 ACRE TRACT AND THE COMMON SOUTH LINE OF SAID 284.67 ACRE TRACT NORTH 89 DEGREES 37 MINUTES 10 SECONDS EAST, A DISTANCE OF 2631.54 FEET TO THE POINT OF BEGINNING, AND CONTAINING A CALCULATED AREA OF 158.396 ACRES. I:\SLD\WFXL1800`.WFXL1800\600 DISCIPLINE613 Survcy\613.7 Legal DeSC(IptIOnS\WFXL1800 158.396ACRE.docx Page 2 of 3 EXHIBIT PREPARED OF EQUAL DATE HEREWITH ACCOMPANIES THIS PROPERTY DESCRIP" ION. ElliottPat Busby, .P.L.S. August 11, 2014 Registered Professional Land Surveyor Texas Registration No. 5561 Jacobs Engineering Group, Inc. 1999 Bryan Street, Suite 1200 Dallas, Texas 75201-3136 E OF T Phone 214-638-0145 Fax 214-638-0447 CD- S T E 9 CS : ,�........... ELLIOTT PAT BUSBY ••:..0••.•556' �: .,9�FE S S\��••• 1:\SLD\WFXLI 800\WFXLI 800\600 DISCIPLINE\613 Survcy\613.7 Legal Descriptions\WFXL1800 158.396ACRE.docx Pagc 3 of 3 ,��s �• • `, �� _ I,— i � I .�i _� I _� a _ — , �___� ,_-ice � - ' k'5, -77 II L_'V� _jEU l'� op I — � S\\ `"'��r ` ,r• • -.Y� \? /•jyyy/'� �__ i _1 L_- I is # S} '`moi,'• p '$~ ^R � till! 74 .'k,It �� _ �• � •;S"s 50'Single Far ,iy Ln. JACOBS SHALE CREEK LOTTING CONCEPT �'-w",�� , °•' DEMON & WISE COUNTY, TEXAS a – — Exhibit D ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and entered into as of the day of 200_, between , a ("Assignor"), and a ("Assignee") (Assignor and Assignee are hereinafter sometimes collectively referred to as the "Parties " and singularly as a"Party"). RECITALS: A. Assignor is the owner of the rights of Owner under that certain Development Agreement between the City of Fort Worth and Shale 114, L.P. (City Secretary Contract No. tom, M & C- (the "Agreement") effective as of rt,�, 20.�4;between Shale 114, L.P. Brookfield Acquisitions, L.P. ("Owner") and the City of Fort Worth, Texas (the "City"), relating to the development of the Property (as described therein), to the extent that the Agreement covers, affects, and relates to the lands described on Exhibit A attached hereto (the "Transferred Premises"). B. Assignor desires to assign certain of its rights under the Agreement as it relates to the Transferred Premises to Assignee, and Assignee desires to acquire such rights, on and subject to the terms and conditions of this Assignment. NOW, THEREFORE, in consideration of the premises, the mutual covenants and obligations set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties hereby agree and act as follows: 1: Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in this Assignment shall have the same meanings ascribed to them in the Agreement. 2. Assignment. Subject to all of the terms and conditions of this Assignment, Assignor hereby assigns all for describe specifically assigned rights if partial] of its rights and obligations under the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred Premises. 3. Assumption. Assignee hereby assumes all obligations of Assignor and any liability that may result from acts or omissions by Assignee under the Agreement as it relates to the Transferred Premises that may arise or accrue from and after the effective date of this Assignment, and Assignor is hereby released from all such obligations and liabilities from and after the effective date of this Assignment; provided, however, this Assignment does not release Assignor from any liability that resulted from an act or omission by Assignor that occurred prior to the effective date of this Assignment unless the City approves the release in writing. 4. Governing Law. THIS ASSIGNMENT MUST BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY Exhibit D to Shale Creek Development Agreement Page 1 APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. 5. Counterpart/Facsimile Execution. This Assignment may be executed in multiple counterparts, each of which shall be deemed to be an original. 6. Notice to City. A copy of this Assignment shall be provided to the City within fifteen(15) days after execution. 7. Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignees and their respective heirs, personal representative, successors, and assigns. EXECUTED as of the day and year first written above. ASSIGNOR: By: Printed Name: Title: ASSIGNEE: By: Printed Name: Title: Exhibit D to Shale Creek Development Agreement Page 2 STATE OF TEXAS § COUNTY OF § SWORN TO AND SUBSCRIBED before me on the day of , 20by Notary Public, State of Texas Printed Name: My Commission Expires: [SEAL] STATE OF TEXAS § COUNTY OF § SWORN TO AND SUBSCRIBED before me on the day of , 20 , by Notary Public, State of Texas Printed Name: My Commission Expires: [SEAL] 59483.3 Exhibit D to Shale Creek Development Agreement Page 3 M&C Review Pagel of 3 Official site of the City of Fort Worth,Texas CITY COUNCILAGENDAFORT ii 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 I 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 CE:;RTI H CAT E OF INTERESTED PARTIES FORM 3.295 1of2 Complete Nos.i-4 and 6 it there are interested paries. OFFICE USE ONLY Complete Nos,1,2,3,5,and 6 it there are no Interested parties. CERTIFICATION OF FILING I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-139123 Shale 114, LP Farmers Branch,TX United States Date piled: 2 Name of governmental entity or state agency that Is a party to the contract for which the forms11/21/2016 being filed. Fort Worth ]Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 0000 Water Infrastructure Agreement,Development Agreement 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Brundrett,Thad Addison,TX United States X Burkhardt, Ryan Addison,TX United States X Davis, Ken Fort Worth,TX United States X Olson, Marcella Fort Worth,TX United States X Moayedi,Mehrdad Farmers Branch,TX United States X Brundrett,Thad Addison,TX United States X Burkhardt,Ryan Addison,TX United States X Davis,Ken Fort Worth,TX United States X Olson,Marcella Fort Worth,TX United States X Moayedi,Mehrdad Farmers Branch,TX United States X Forms provided by Texas Ethics Commission www.ethics.state.lx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 2of2 Complete Nos.1-4 and 5 If there are Interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016.139123 Shale 114,LP Farmers Branch,TX United States Date Filed: 2 Name of governmental entity or state agency that Is a party to the contract for which the form is 11/Z112016 being filed, Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 0000 Water Infrastructure Agreement,Development Agreement 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling intermediary 5 Check only if there is NO Interested Party. 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. ,0 JaP&., MISTY C. BUSH Noiory Public,State of Texas Comm.Expires 10-29.2018 zv� 4;�par Notary 1D 130008472 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP I SEAL ABOVE Swom to and subscribed before me,by the said this the day of 20 1 to certify which,witness my hand and seal or office. M!As C,&4-� Signatuh,of offt administering oath Printed namd of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277