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Home My WebLink AboutContract 48650 CITY SECRETARYL/ CONTRACT N0. '-NVO ALPHA RANCH DEVELOPMENT AGREEMENT THE STATE OF TEXAS § COUNTV OF DENTON § This Alpha Ranch Development Agreement (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 CTMGT Alpha Ranch, LLC, a Texas limited liability company, CTMGT AR II, LLC, a Texas limited liability company, and The Ryan Dynasty Trust (collectively, "Owner"). ARTICLE I RECITALS A. CTMGT Alpha Ranch LLC is the owner of 1,122.139 acres in Denton and Wise Counties within the City's ETJ, shown on Exhibit A and more particularly described in Exhibit B attached hereto and incorporated herein by reference (the "Alpha Ranch LLC Tract"). B. CTMGT AR II LLC is the owner of 160.8963 acres in Denton County within the City's ETJ, shown on Exhibit A and more particularly described in Exhibit B-1 attached hereto and incorporated herein by reference (the "Elizabeth Creek Tract"). C. The Alpha Ranch Fresh Water Supply District of Denton and Wise Counties (the "District") was created as a water control and improvement district pursuant to Article XVI, Section 59, Texas Constitution, and has been converted to a freshwater 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. D. CTMGT Alpha Ranch LLC owns 171.089 acres of land adjacent to the District, shown in 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"). Exhibit B-2 shall be attached to this Agreement, and the CTMGT Tract shall be subject to this Agreement, only if the City consents to annexation of the CTMGT Tract by the District. E. The Ryan Dynasty Trust owns 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"). Exhibit B-3 shall be attached to this Agreement, and the Ryan Trust Tract shall be subject to this Agreement, only if the City consents to annexation of the Ryan Trust Tract by the District. F. "Property" means, collectively, the Alpha Ranch LLC Tract and the Elizabeth Creek Tract. 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"Assignee" means a successor to Owner as defined in Sections 9.02(b) and 9.03 of this Agreement. "Board"means the board of supervisors of the District. "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. "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 Effective 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 Effective 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 Texas Commission on Environmental Quality ("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. Alpha Ranch Development Agreement Page 3 "City" means the City of Fort Worth, Texas, a home-rule municipality located in Parker, Tarrant, Johnson, Denton and Wise Counties, Texas. "City Code"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. "Commercial Property" means the three commercial tracts shown on the Development Plan attached as Exhibit C. "Consent Resolution" means Resolution No. 3345-05-2006 approved by the City Council on May 16, 2006, consenting to creation of the Alpha Ranch Water Control and Improvement District of Denton County. "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 Plan"means Exhibit C attached to this Agreement. "District" means Alpha Ranch Fresh Water Supply District 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 "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 Effective Date, and including all amendments to the foregoing regulations that are adopted after the Effective Date, except any Alpha Ranch Development Agreement Page 4 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 Effective Date and including all amendments to the foregoing regulations that are adopted after the Effective Date, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code. Alpha Ranch Development Agreement Page 5 "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 Effective Date. Further, "Governing Regulations" includes all amendments to the foregoing requirements and all new requirements relating to Infrastructure that are adopted or approved after the Effective Date, except any amendments that are inapplicable to development of the Property pursuant to Chapter 245 of the Local Government Code. "Gross Acre" means the land included within the Property, without any exclusions for easements, right-of-way or any other purpose. "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 3.10. "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. "Infrastructure Inspection Fees — Denton County" means the fees applicable to the inspection and testing of all detention and flood control structures and connections to County Roads according to the fee schedule adopted by the Commissioners Court and in effect on the date of the 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 Alpha Ranch Development Agreement Page 6 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. "One-Family Residential Property" means the Property, save and except the Commercial Property shown on the Development Plan attached as Exhibit C. "Operation Agreement" means the Agreement Concerning Operation of Alpha Ranch Fresh Water Supply District of Denton and Wise Counties (City Secretary Contract No. q lil . "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. "Sendera Ranch Boulevard Agreement" has the meaning set out in Section 4.13. "Sewer Infrastructure Agreement"has the meaning set out in Recital K. Alpha Ranch Development Agreement Page 7 "Sewer Service Agreement"has the meaning set out in Recital K. ".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 Effective Date, and including all amendments to the foregoing regulations that are adopted after the Effective 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. "Term" of this Agreement means (a) for land within the District, a 20-year period commencing on the Effective Date and terminating ; and (b) for land within each district resulting from division of the District, 20-year period commencing on approval by the City of the first preliminary plat for land within such district. "Water Infrastructure Agreement"has the meaning set out in Recital J. "Zoning Ordinance" means the sections of Ordinance No. 13896 identified in this Agreement, together with any amendments thereto that are in effect on the Effective Date, codified as Appendix "A" to the City Code. "Zoning Ordinance" includes all amendments to the foregoing regulations that are adopted after the Effective 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 Denton County. In the event of a conflict between the Subdivision Regulations and the Subdivision Regulations — Denton County, the more stringent regulation will apply. 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. Alpha Ranch Development Agreement Page 8 3.02 Land Use and Development Regulations. The Property identified on the Development Plan shall be developed as follows: (a) The Commercial Property shall be developed in accordance with the permitted uses and development regulations applicable to the "G" Neighborhood Commercial District as reflected in Sections 4.803 and 4.904 of the Zoning Ordinance. (b) The Residential Property shall be developed in accordance with the following sections of the Zoning Ordinance: (i) Section 4.703 ("A-10" One-Family) (ii) Section 4.704 ("A-7.5" One-Family) (iii) Section 4.705 ("A-5" One-Family) (iv) Section 4.600 (Residential Use Table) (c) The Residential Property may be developed with a combination of the uses permitted in Section 3.02(b)(i) through 3.02(b)(iii) as set out in the Residential Use Table described in Section 3.02(b)(iv), to be determined at Owner's discretion. A maximum of 4,000 single-family residences may be constructed on the Property. 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 Uses on Residential Lots (Section 5.301); (b) Fences (Section 5.305); and (c) Storage or Display in Commercial Districts, Outdoors (Section 5.306). 3.04 Temnporary 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: Alpha Ranch Development Agreement Page 9 (a) Off-Street Parking and Loading (Article 2); and (b) Signs (Article 4). 3.06 Gas Drilling and Production; Setbacks from Gas Wells. Natural gas wells drilled on the Property prior to the Effective Date, as shown on Exhibit D (individually and collectively, 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 300 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 side 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. Owner shall dedicate land or pay a fee in lieu of dedication of land in conformance with the City's Neighborhood and Community Park Dedication policy in effect on the Effective Date (the "N&CPDP") and shall construct amenities at a cost that meets or exceeds the neighborhood park development fee of$30,000 per acre in the N&CPDP. All park and recreational facilities shall remain the property of the District or a Homeowners Association until full purpose annexation has taken place. Upon full purpose annexation, the City's Parks and Recreation Department will become the owner of all parkland and amenities owned by the District or a Homeowners Association. 3.08 Fences. In addition to fence regulations outlined in Chapter 5, Article 3 of the Zoning Ordinance, the following requirements shall apply. All fences adjacent to State Highway 114 shall be constructed of brick, stone, reinforced concrete products, masonry, split rail or designed tubular steel. A stained wood fence on metal posts with pickets facing the street is permitted, provided that such fence is screened by a berm so that the fence is not visible from the freeway or street. Chain -link is expressly prohibited. A four-foot wrought iron fence will be constructed on all lots abutting open space or parkland. 3.09 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 Effective 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 homeowner/builder preference. (b) Shrubs shall be provided in any size increments totaling a minimum of 25 gallons on each residential lot. Alpha Ranch Development Agreement Page 10 (c) The front and side yards of each residential lot shall be fully sodded. (d) Freeze and rain sensors shall be installed in all irrigation systems in front and side yards. 3.10 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 supervisors 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. 3.11 Entry Feature. Owner shall construct an entry feature at the entrance to the Property on State Highway 114. The entry feature shall have a minimum cost of$25,000.00 and shall consist of an entry sign, landscaping and/or other elements, at Owner's discretion. No element of the entry feature shall (a) exceed a height of 35 feet; (b) extend on or over a right-of- way; (c) be located within the sight visibility triangles of any intersection at which the feature is located; or (d) impede any future roadway improvements for State Highway 114 or any proposed street within the development. Such entry feature shall be constructed prior to commencement of construction of the 50th single-family residence on the Property. 3.12 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 supervisors 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. 3.13 Building Permits; Fees; Inspections of Structures. (a) City. 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. (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. At this time the City will assign a 911 address to the subject property. Alpha Ranch Development Agreement Page 11 3.14 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 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. 3.15 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. 3.16 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. 3.17 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. 3.18 Maintenance of Roads. All roads within the Development shall be maintained by the District, unless Denton County agrees to maintain roads and/or drainage improvements by formal action of the Denton County Commissioners Court. ARTICLE IV DESIGN, CONSTRUCTION, INSPECTION, DEDICATION, OPERATION AND MAINTENANCE OF DISTRICT FACILITIES 4.01 Infrastructure Standards; Conflicts. 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 Public Works Director, as applicable. In the event of any conflict between the Sewer Infrastructure Agreement and this Agreement, the Sewer Infrastructure Agreement shall control. Alpha Ranch Development Agreement Page 12 In the event of any conflict between the Water Infrastructure Agreement and this Agreement, the Water Infrastructure Agreement shall control. 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 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) Inspection 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 Pqrty 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 Party 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 Alpha Ranch Development Agreement Page 13 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. 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. The County shall inspect all flood control structures and connections to Denton County Roads. 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 pre-qualification requirements of Fort Worth 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. Interim sewer service to the Property may be provided by the District utilizing the Wastewater Treatment Plant or the Shale Creek wastewater plant authorized under TCEQ Permit No. WQ14186-001 (the "Shale Creek Wastewater Treatment Plant"), up to a maximum of 2,500 retail connections within the Property, the Alpha Ranch District, and approximately 158 acres in North Fort Worth Water Control District No. 1 of Denton and Wise Counties in accordance with the Sewer Service Agreement. Upon completion of construction of certain sewer infrastructure at no cost to the City and acceptance by the City, the City shall provide wastewater service to the Property (including without limitation all Alpha Ranch Development Agreement Page 14 customers initially served by the District using the Wastewater Treatment Plant) at the City's standard rate applicable to out-of-city customers, not to exceed 125% of the in-city rate in accordance with the Sewer Service Agreement and the Sewer Infrastructure Agreement. On-site septic systems are prohibited. 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 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 $220,000,000, the current voted utility and bond authorization with the District. (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 `{- , 2=6; and (ii) Owner or developer waives all claims against the City for reimburse ent of obligations not reimbursed by the issuance of Bonds before , 263�6- (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 City for reimbursement of obligations not reimbursed by the issuance of Bonds on or before the 15t anniversary of such final plat approval. (d) Any reimbursement agreements entered into by Owner in violation of this section shall be void. 4.13 Traffic Management; Construction of Roads. (a) Owner has submitted a traffic impact analysis ("TIA") to the City. The Executive Summary and Traffic Mitigation Plan from the TIA are attached as Exhibit E. Upon approval of the TIA by the City, the approved TIA will be incorporated in this Agreement by reference. Owner shall coordinate with the City's Transportation and Public Works Department and the Texas Department of Transportation concerning installation of deceleration lanes, traffic signals, and/or roundabouts that are roughly proportionate to the effects of development of the Property, at Owner's cost. The TIA shall prescribe the timing and phasing of all traffic mitigation required for the related development of the site. All mitigation necessary attributable Alpha Ranch Development Agreement Page 15 to the development shall be installed with the final plat phase for which the mitigation is proposed. (b) Owner shall design and construct, or cause the design and construction of, four lanes of Sendera Ranch Boulevard in accordance with this section. Owner has no obligation with respect to dedication of right-of-way for, design or construction of lanes five and six of Sendera Ranch Boulevard. Owner shall construct the portions of Sendera Ranch Boulevard within the boundaries of the Property in two phases: (i) the eastern two lanes of Sendera Ranch Boulevard will be constructed from SH 114 to the southern boundary of the Property prior to approval by the City of final plat for the 450th single-family lot within the Property; and (ii) the western two lanes of Sendera Ranch Boulevard will be constructed from Highway 114 to the southern boundary of the Property prior to approval by the City of final plat for the 1,500th single-family lot within the Property. Construction of off-site portions of Sendera Ranch Boulevard outside the boundaries of the Property are addressed in that certain Agreement for Construction of Sendera Ranch Boulevard dated v (City Secretary Contract No. q [a 16 (the "Sendera Ranch Boulevard Agreement"). Provisions of this Agreement with respect to design and construction of Sendera Ranch Boulevard within the boundaries of the Property are intended to be consistent with the Sendera Ranch Boulevard Agreement. In the event of any inconsistency, the Parties will attempt to resolve the inconsistency. If they are unable to do so, this Agreement will prevail. . (c) Owner shall construct four lanes of all portions of Eagle Parkway and Graben Road that are internal to the Property and two lanes of all portions of Eagle Parkway and Graben Road that are adjacent to the Property along one side (i.e., border streets). Owner shall construct such sections of Eagle Parkway and Graben Road in phases (a) when such roads are needed for access to the Property; or (b) in connection with development of the Property adjacent to the proposed roads, whichever occurs first, and shall complete all construction of such roads prior to the acceptance of the last final plat for the Property. Owner shall coordinate with the City's Transportation and Public Works Department and the Texas Department of Transportation concerning installation of deceleration lanes, traffic signals, and/or roundabouts that are roughly. proportionate to the proposed development, at Owner's cost. The TIA shall prescribe the timing and phasing of all traffic mitigation required for the related development of the site. 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. Alpha Ranch Development Agreement Page 16 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) The City may assess and collect water and sewer impact fees in accordance with Chapter 395, Local Government Code, and the City's impact fee ordinance (collectively, "Impact Fees") for structures within the District in accordance with this Section. (b) For structures that initially receive retail sewer service utilizing the Elizabeth Creek Wastewater Treatment Plant and/or by contracting with Aqua Texas for service using the Shale Creek Wastewater Treatment Plant pursuant to the Sewer Service Agreement, the City (i) will assess a sewer Impact Fee for each structure at the time of recordation of a subdivision plat; and (ii) will collect a sewer Impact Fee for each structure as a condition of issuance of a building permit for such structure at the collection rate generally applicable within the City's corporate limits. After the City becomes the retail sewer provider to the Property pursuant to the Sewer Service Agreement, the City will collect a sewer Impact Fee from each new customer within the District connecting to the City's wastewater system in accordance with the City's generally applicable requirements for retail sewer customers within the City's corporate limits. (c) The City may assess and collect water Impact Fees on the same basis applied to comparable classes of retail customers within the City's corporate limits (d) 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 in accordance with Section 212.172(b) of the Local Government Code. Alpha Ranch Development Agreement Page 17 6.02 Full Purpose Annexation. (a) Except as provided in Section 6.04, the City shall not annex all or any portion of the Property within the District for full purposes until the earlier 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) tj ID31 , 2:ftZ. (b) Except as provided in Section 6.04, the City shall not annex all, or any of 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 such district to reimburse Owner or developer for such facilities; or (iii) expiration of the Term of this Agreement for such Property. 6.03 Incorporation. In furtherance of the purposes of this Agreement, Owner, on behalf of itself and its successors and Assignees, covenants and agrees to the extent allowed by law that, except upon written consent of the City Council, which approval may be withheld or conditioned by the City Council at its sole discretion, they will not: (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 to include any of the Property within the boundaries of any other incorporated entity. 6.04 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. 6.05 Consent to Annexation. Owner and all future Owners and all future Lot Owners, as defined herein and consistent with Section 9.04, 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 (specifically including without limitation Section 6.06). This Agreement shall serve as the petition of Owner, all future owners and all future 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. 6.06 Procedure for Full Purpose Annexation. Owner and all future Owners and all future Lot Owners, as defined herein and consistent with Section 9.04, of all or any portion of the Alpha Ranch Development Agreement Page 18 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 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. The Term of this Agreement, as defined in Article I, is twenty (20) years. Upon annexation for full purposes of all land within the District or any district resulting from division of the District, the Agreement will terminate as to all of such annexed land, but shall remain in effect for the remainder of the Property. ARTICLE VIII BREACH, NOTICE AND REMEDIES 8.01 Notification of Breach. If a Party commits a breach of this Agreement, the non- breaching Party shall give Notice to the breaching Party that describes the breach in reasonable detail. 8.02 Cure of Breach. The breaching Party shall commence curing such breach within fourteen (14) calendar days after receipt of such Notice and shall complete the cure within fourteen (14) calendar days from the date of commencement of the cure; however, if the breach is not reasonably susceptible to cure by the breaching Party within such fourteen (14) day period, the non-breaching Party shall not bring any action so long as the breaching Party has commenced to cure the default within such fourteen (14) day period and diligently completes the work within a reasonable time(not to exceed an additional thirty (30) days) without unreasonable cessation of the work. 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 Alpha Ranch Development Agreement Page 19 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. 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: CTMGT Alpha Ranch LLC Attn: Ross Calhoun 1800 Valley View Lane, Suite 300 Farmers Branch, TX 75234 Alpha Ranch Development Agreement Page 20 CTMGT AR II LLC Attn: Ross Calhoun 1800 Valley View Lane, Suite 300 Farmers Branch, TX 75234 THE RYAN DYNASTY TRUST Attn: Jeffrey S. Ryan RCR Properties/Ryan Investments 415 Keller Parkway Keller, Texas 76248 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 F, shall be executed by Owner and the District, and shall obligate the District to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. Owner shall provide a copy of each assignment to all Parties within 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 F, 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 Alpha Ranch Development Agreement Page 21 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 F 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 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 Alpha Ranch Development Agreement Page 22 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 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. Alpha Ranch Development Agreement Page 23 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. 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. Alpha Ranch Development Agreement Page 24 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 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: Alpha Ranch Development Agreement Page 25 Exhibit A Map of the Property Exhibit B Legal Description of the Alpha Ranch Tract Exhibit B-1 Legal Description of the Elizabeth Creek Tract Exhibit B-2 Legal Description of CTMGT Tract Exhibit B-3 Legal Description of the Ryan Trust Tract Exhibit C Development Plan Exhibit D Gas Wells Exhibit E Traffic Impact Analysis Executive Summary and Traffic Mitigation Plan Exhibit F 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] Alpha Ranch Development Agreement Page 26 ATTEST: .�M OF FORT WORTH /EXAs By: ary ayser, City Secretar Fernando Costa, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: '4 Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the LSAday ofr- , 201, % by Fernando Costa, Assistant City Manager of the City of Fort Worth, exas on b a f of said city. �� TRIKINYA L JOHNSON Notary Pu 1C, State //Texas aYPu° � Notary Public, State of Texas o.• Comm. Expires 04-17-2018 Notary ID 1238832-0 Printed Name: e My Commission Expires: o/ [SEAL] Alpha Ranch Development Agreement Page 27 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. 9 6 L� Dana Burghdoff Assistant Director-P nning Planning&Development Department CTMGT ALPHA RANCH, LLC, a Texas limited liability company By: CENTAMTAR TERRAS, LLC, a Texas limited liability company, Its: Manager By: CTMGT, LLC, a Texas limited liability company, Its: Manager By: Name: Mehrdad Moayedi Title: Manager STATE OF TEXAS § COUNTY OF 11 �U I\S § 1( This instrument was acknowledged before me, on the j, day of �c=4 201X, by Mehrdad Moayedi, Manager of CTMGT, LLC, a Texas limited liabili its capacity as Manager of Centamtar Terras, LLC, a Texas limited liability company, on behalf of CTMGT Alpha Ranch, LLC, a Texas limited liability company.. L Notary Public, State of Texas Printed Name: C $ L A r OZAR'P°° DEBBIE LACEY C Notary ID # 123942280 My Commission Expires: My Commission Expires August 16, 2017 [SEAL] Alpha Ranch Development Agreement Page 28 CTMGT AR II, LLC, a Texas limited liability company By: CENTAMTAR TERRAS, LLC, a Texas limited liability company, Its: Manager By: CTMGT, LLC, a Texas limited liability company, Its: Manager By: -� Name: Mehrdad Moayedi Title: Manager STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me, on the 5 day of 6 A.2 , 2016, by Mehrdad Moayedi, Manager of CTMGT, LLC, a Texas limited liability'cmpan , in its capacity as Manager of Centamtar Terras, LLC, a Texas limited liability company, on behalf of CTMGTAR II, a Texas limited liability company. Notary Public, State of T xas Y PVDEBBIE LACEYa°t ^ Notary ID # 123942 280 Printed Name: b F g /r- My rMy Commission Expires ALA c='J August 16, 2017 My Commission Expires: [SEAL] Alpha Ranch Development Agreement Page 29 THE RYAN DYNASTY TRUST JEFFS. R , RUSTEE PATRICIA RAE JENKINS, TRUSTEE I�AA 4V) SA DRA O DEV ,-TRUSTEE STATE OF TEXAS § COUNTY OFP § This instrument was acknowledged before me, on the 4 day of-24i6-, by Jeffrey S. Ryan, Trustee of The Ryan Dy asty Trust, on b half of such trust. �tary Public, State of Texas =g4 "e� - JUDITH K.CHESTER c, MY COMMISSION EXPIRES Name: July 14,2017 printed My Commission Expires: 7// [SEAL] Alpha Ranch Development Agreement Page 30 STATE OF TEXAS § COUNTY OF, �— § This instrument was acknowledged before me, on the Q& day of � c -, 404-6; by Patricia Rae Jenkins, Trustee of The Ryan ynasty Trust, on behalf of such trust. N tart'Public, State of Texas i�+��lt'•• JUDITH K.CHESTER *_ *: MY COMMISSION EXPIRES Printed Name:J �; Jul 14,2017 My Commission Expires: [SEAL] STATE OF TEXAS § COUNTY OFI -( § This instrument was acknowledged before me, on the dL day of jadl�an�, 204-6, by Sandra Jo Devin, Trustee of The Ryan Dypasty Trust, on behalf of such trust. otary Public, State of Texas Y JUDITH K.CHESTER *' *` MY COMMISSION EXPIRES �� ,�� July 14,2017 rimed Names My Commission Expires: [SEAL] Alpha Ranch Development Agreement Page 31 Exhibit A Map of the Property Exhibit A to Alpha Ranch Development Agreement Page 1 .............. ....................... ....._. --.....__...._.. — ...... _ n LLJ (ji `�a+liY `/ Yi3hti-'stt?3' f'1 I I J N 1�. W45 WKID 4 w pw. J N Z -_ u 7 zapV - s r?rzr�•2,� 1�y 1>rz .bv$1 ,•(, �I� _I. I �I' j '^\ /� _eo_ -�I" s},rtc�v�' ��.,,:1_�ra r1 c��rvj�Yy�• I_-.. .`—�`_� I � ! � ,C ,` ------------ 'I 1 S�rr , �nY } �p�. i'sits �'.,^yY, ._ J r Ir U) O LLI .� ' �-�* r'rifk '` - *: t _ 1 '7•' r .� 'Cr=A t 2 v ;1 kW ; f10 NOl�13a ` s S z N � ane W c �_ S1tWl1 JJTyflO'• 3SIM to h t i 1 "Fg�'3tygLij �SS�F' CL F- 1 U � ; �T t gm ) n r : =i uQ7III = Q o � � t REI yrlsdt'3s�t.t - Q w`A. L LO 2 sk �+ W Zf r faf ^�zn silif Q �_ o �.��`�,�r�r 3��'�.z�'`sy=�r I t�4'x��,�t# ;tc�x� ��'��• -s�i�-, r` � � z _ Y-,'a .: '\� ��A�P y1 i3.�u 1 `5E%4"`rLL '� li3y`.Ls{S ''�'�$ � / 4I-Y •-uY �. .! �k fi .m r s- J Q (l f„ -t3 s.+'h�t sir .{ ill t >fi I' F _ t.; Y' �-.aZ ,'F•n'tc•�� o N Y d _ d 3 t y 'NMI !D a N o p CO lD / Iii v X O WU p Q w T O. I O u W / N Exhibit B Legal Description of the Alpha Ranch Tract Exhibit B to Alpha Ranch Development Agreement Page 1 ESTABLISHED 1880 BROOKES BAKER SURVEYORS D0I�4 '11. HICKEY, RPLS, LSLS A PROFESSIONAL'GORPORATION BROOKES BAKER (1902-1955) ALLN \V. HICKEY, RPLS TITLE AND TOPOGRAPHIC•SURVEYING JOHN F. BAKER (1924-1965) GAP=-Y M GILLEY, RPLS, LSLS 930 Hickey Goun S.J. BAKER (1327-1999) ONSULT.INT Granbury,Texas 760:9 FRED M. MORRIS (1936.1999) 817-279-0232 Fax 817.279-9694 PJ1 24, 2004 Page 1 o`-5 Field notes for:--(PARCEL 2 ) Parts of the JOSHUA KING SURVEY, Abstract No. 712, the Slvf= COUNTY SCHOOL L-AND SURVEY, Abstract No, 743 and all of the WM. G.kFF]ELD SURVEY, Abstract No. 332, frit ENTSON THO?v 'SON SURVEY, Abstract No. 804 and-the TH07-, AS PEOPLES SURVEY, Abstract No. 677 situated in Wise and Denton Counties, Texas; embracing a pari of flit 1302-325/1000 acres Tract described in the deed to Alpha Ranch Ltd., recorded in volume 4645, page 3 06 of the Real Records of Denton County, Texas and 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 Lht northwest corner of the 157-867/1000 acres Tract described in the deed to James B. Stahla recorded in volume 1593, page 612 of the Deed Records of Denton County, Texas in the southerly right-Of--v ay of State Highway No. 114-and run 00 degxees-36 minutes-52 seconds w-st, along the east line of said 1302-325/1000 acres tract, 2066-66/100 feet to a 5/8" capped iron scat on the banlc of creek for the northeast and place of beginning. Thence south 00 degrees-36 niLzutes-52 seconds west, along the east line of said 1302-325/1000 acres Tract and tl„c Nvest line of said 157-867/1000 acres Tract to and along the west line of the 13-7182/10000 acres Tract described in the deed to W. R. Rose Investments, Inc., recorded in N%olume 4190, page 327 of the said Real Records, 552-39/10.0 feet to a 1/2” iron found in the most northerly south line of said 1302-325/1000 acres Tract and the southwest comer of said 13- 7182/10000 acres Tract. Thonce 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 comer 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. Tbence north 88 degrees-32 minutes-27 seconds west, along the south line of said 1302- -3251/1-000 302- 325/1000 acre, 'Tract and the north line of said SONGBIRD ADD!-,TO T, 2213-58/100 feet to a )-on found for the nortliwtr st corner of Lot 29 of said SONGBIRD ADDITION and a r(,-- en-rant e-enrar>.t corner of said 1302-325/1000 acres Tract. "nc�.nce south 00 degrees-52 minutes-00 seconds west, along the east line of said 1302-325/1000 acres Tract and the west line cf s`d Lot 29 to and along the wesi line of Lot 28 of said SONG911RD ADDITION, 1502-94/100 feet to a 5/8" capped iron set. ESTABLISHED 1880 BROOKES BAKER SURVEYORS _April 24, 2004 Nacre 2 of 5 Field notes for:-( PA--CFL 2 ) (continued) Thence-south 87 eegrees-54 minutes-36 seconds west, 423-23/100 feet to a 10" pipe post for the most vvt� steriy northwest comer of said SONGBIRD ADDITION and a re-entrant corner of said 130?-32511000 acres.71 Thence south 00 degrees-53 minutes-43 seconds west, along the west line of said 1302-325/1000 acres Tract and the most `westerly !inof said SONGBIRD -ADDITION, 4163-131100 feet to a 1" iron fo,,md for the southeast comer of said 1302-325/1000 acres Tract in the north line of the 1650-2055/.10000 acres Tract described in the-de-ed to Headington Resources, Inc., recorded in volume 81^, page 826 of the Official Public Records of Wise County, Texas. Thence south 89 de0arees-23 minutes-29 seconds west, along the south line of said 1302- 325/1000 acres Tact and the north line of said 1650-2055/10000 acres Tract, 5395-82/100 feet to a '/2" pipe found for the northwest comer of said 1650-2055/10000 acres Tract and the northeast comer of the 296-711/1000 acres Tract described in the deed to Mary Jane Bennett recorded in volume 911, page 436 of the said Oficial Public Records. Thence north 88 degrees-32 minutes-03 seconds west, along the south line of said 1302- 325/1000 acres Tract and the north line of said 296-711/1000 acres Tract, 1649-05/100 feet to a %" iron found for the southwest corner of said 1302-325/1000 acres Tract. Thence north 00 degrees-43 minutes-00 seconds cast, along the west line of said 1302-325/1000 acres Tract, 4658-11/100 feet to a concrete monument found. Thence north 00 degrees-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 to Scott Kelly recorded in volume 243,page 485 of the Deed Records of Wise County, Texas. T�.ence 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/z" 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 said 1302-325/1000 acres Tract, 1983-21/100 feet to.a 5/8" capped iron set for the southwest comer of the 15 acres Tract describ;,d in the deed to Jerry T neck recorded in volume 421, page 617 of the said Deed Records. ESTABLISHED 1680 BROOKEES BAKER ' SURVEYORS April 24, 2004 Pa-e 3 of 5 Field 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-51 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 6D5 degTecs-24 minutes-30 seconds east 68-47/100 feet to a 5/8" capped iron set; souCh 47 degrees-23 minutes-02 seconds east 57-81/100 feet to a 5/8" capped iron set; south 28 degrees-38 minutes-38 seconds east 105-31/100 feet to a 5/8" capped iron set; south 02 dGgrcts- .1 minutcs-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-49.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 rmnutes-21 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 cast 125-16/100 feet to a 5/8" capped iron set; north 27 degrees-56 2ninutes-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 degrees-13 ir_inutes-55 seconds east 86-11/100 feet to a 5/8" capped iron set; south 88 degrees-21•minutes=4.8 seconds easf 106-08/100 feet-:o 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 ininutes-53 seconds west 71-64/100 feet to a 5/8" capped iron set; south 55 degrees-58,minutes-02 seconds east 180-86/100 feet to a 5/8" capped iron set; south 3D5 dem ees-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 rlinutes-36 seconds east 145-64/100 feet to a 5/8" capped iron set; south 59 degrees-32 minutes-59 seconds east 161-55/100 feet to a 5/8" capped iron.set; south 87 degrees-1.5 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 _Api-il 24, 2004 Page 4 of 5 Field notes for:- { PAIRCE- 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 feet 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 lninutes-51 seconds east 48-55/100 feet to a 5/8" capped iron set; south 35 degrees-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; south 61 degrees-01 minutes-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 degrees-36 minutes-33 seconds east 61-59/100 feet to*a 5/8" capped iron set; south 4' degrees-23 1T3inutes-29 seconds east 102-51/100 feet to a 5/8" capped iron set; south 52 deb ees-49 minutes-45 seconds east 236-42/100 feet to a 5/8" capped iron set; south 49 degrees-02 2ninutes-48 seconds east 78-58/100 feet to a 5/8" capped iron set; south 23 degrees-33 minutes-'! seconds east 66-08/100 feet to a 5/8" dapped iron set; south 14 d:,grees-11 minutes-40 seconds east 52-42/100 feet to a 5/8" capped iron set; south 58 degrees-441nlTrutes-40 seconds east 103-8I/100 feet to a 5/8" capped iron set; south 78 degrees-22 minute-s-'43 seconds east 61-85/100 feet to a'5/8" capped iron set; north 62 demes-39 Tninutes-20 seconds east 153-28/100 feet to a 5/8" capped iron set; north 62 degrees-39 minutes-06 seconds east 118-29/100 feet to a 5/8." capped iron set; north 13 dt;g-roes-15 minutes-57 seconds east 154-72/100 feet to a 5/8" capped iron set; north 72 degrees-52 lninutes-21 seconds east 123-53/100 feet to a 5/8" capped iron set; south 86 deb ees-53 minutes-02 seconds east 55-28/100 feet to a 5/8",capped iron set; south 86 degrees-57 minutes-47 seconds east 93-10/100 feet to a 5/8" capped iron set; south 67 degrees-43 minutes-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 &9-01/100 feet to a 5/8" capped iron set; south 54 degrees-28 minutes-26 seconds east 56-57/100 feet to a 5/8" capped iron'Set; south 36 degrees-51 minutes-!3 seconds east 26-95/100 feet to a 5/8" capped iron set; south 38 degrees-37 minutes-06 seconds east 26-18/100 feef to a 5l8" capped iron set; south 75 degrees-58 minutes-!9 seconds east 30-97/100 feet to a 5/8" capped iron set; north 60 degrees-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 Tninutes-34 seconds east 184-85/100 feet to a'5/8" capped iron set; north 83 degrees-14 mir_utes-34 seconds east 91-87/100 feet to a 5/8" capped iron set; north 57 degrees-00 minutes-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; south 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 degrees-52 minutes-30 seconds east 63-11/100 feet to a 5/8" capped iron set; ESTABLISHED 1880 BROOKES BAKER SURVEYORS riprnl 24, 2004 Page 5 of 5 Field Totes foss- ( PARCEL 2 )(continued) south 76 degrees--11 rninLtes-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. :3ROOTi-ES BAKER SURVEYORS Don W. Hickey OF jG ........... _ ......_.. ..... ..... ......... . . DON W.HICKEY ......... ......._......... �� sv'�� Exhibit B-1 Legal Description of the Elizabeth Creek Tract Exhibit B-1 to Alpha Ranch Development AgreementPage 1 TRACT l: Bchg a eruct or parcel of land siturlted in the JOSHUA IUNC SURVEY, ABSTRACTNO. 712, Denton County, Texa , being part of 161.97 acres conveyed by Nevada Brower, n widow to Milton A. Atkinson tend will, Helen Coven Atkinson as recorded in Volume 734, Nage 754, Decd ReCordS, DvI1lUII County, `('tarts I-Ind being amort: particularly described as follows: COn4[vl1?NCINC at thr Northeast corner ofmAd 161.97 acres in the ce-11ter urSutte Highway 114; THENCE Suuth UO degrees 45 minutes 44 seconds MSE, 50.00 Net to a I/2 inch Pun rod found and the point of beginning, smine being in the South right of way line orstate ioghwaly No. I I.1 and it, the East line of an aspil:Ilt road; THENCE South UU degreeS 45 1111n11t@S 44 seconds West, n distance ol'2588.75 feet with said grmrvel roald to a 1/2 inch iron rod found for corner; FURII.1•1'•;': CUIIIillitrlicm IorTitfc Insurartcc P.it;c I Continuation ofSllcdulc A G1= No. 123915-1(:,)A THENCE 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; T'HI%NCE North 00 degrees 39 minutes 22 seconds East, a distance of 735.40 feet to a post found for corner; TH ENCE South 79 degrees 56 minutes 20 seconds West, a distance of 941.47 feet to a 1/2 inch iron rod set for corner; THENCE North 00 degrees 25 minutes 42 seconds East, a distance of 2061.1 I feet to a post found for corner in the South right of rvay line of State High"vay No. l 14; THENCE South 88 degrees 56 minutes 45 seconds East, a distance of 2874.63 feet along said South right of way line to the Point of Beginning and containing 6,875,822.13 square feet or I57.847 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 Real Property Records of Denton County, Tcxas. FURTHrR SAVE AND EXCEPT a 0.202 acre tract of land conveyed to Ben Burnside, by Special Warranty Deed dated March 1, 2007, filed June 16, 2008, recorded under Instrument No. 2008-65394, of the Real Property Records of Denton County, "Texas. FURTHER SAVE AND EXCEPT a 0.202 acre tact of land conveyed to Elizabeth Garth, by Special Warranty Deed dated March 20, 2007, filed June 16,2008, recorded under fnstrunien( No. 2008-65395, of the Real Property Records of Denton County,Teas. FURTH Eft SAVE AND EXCEPT 1 0.202 acre tract of land conveyed to Mary Reyes, by Special Warranty Deed (]-cited :April 12, 2007, filed June 16, 2008, recorded under Instrument No. 2005-65397, of the Real Property Records of Denton County,Texas. FUR'T'HER SAVE: AND EXCEPT a 9.2389 acre tract of land conveyed to the State of Texas, by Deed dated August 7, 2009) tiled August 20,2009, recorded under Instrument No. 2009-100971, of the Real Property Records of Denton County,Tex2ts. FURTHER SAVE AND 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. 2010-107112, of the Real Properly Records of Denton County,Texas. FURTT-IER SAVE AND EXCEPT a 0.202 acre tract of land conveyed to Issac Lemme, by Special Warranty Deed dated May 25, 2011, fi)ed August 5, 2011, recorded under Instrument No. 2011-73054, of the Real Property Records of Denton County,Texas. TRACT 2: BEING a tract of land situated in the JOSHUA KING SURVEY, ABSTRACT NO. 712, Denton County,Texas, and being; it part of a tract of land conveyed to Sharon Ann McCulloch-Wells, as recorded in Volume 4009, Page 240 of'tile Dee Records of Denton County,Teas and being more particularly described as follows: COMMENCING at the Northeast corner of a tract of land conveyed to Milton A. AUcinson by deed recorded in Volume 734, Page 754 of t11c. Decd Records, Denton County,Texas and being in the center of Statc Highway 114, 'I'he:nce South 00 deorc:es 45 minutes 44 seconds West, a distance of 2,638.75 feet. Thence North 89 degrees 43 minutes 12 seconds Wcst, o 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-Wells tract; IaUKNI T-7: C:umminucnr I'01-l'iric hisu,'311Cc PaG^c 2 Com MLI tion of 5cl1r.cfulc A GI: No. 133915-1C:JA 'I'I-IENCE North 89 degrees I I minutes 39 seconds West, along [he Northerly South line ofsaid McCulloch tract, a distance of922.83 feet to an 1/2 iron rod set for corner; '1'1-11.NCE North 00 degrees 25 minutes 42 seconds Gast, a distance of 557.91 feet to an 1/2 inch iron rod found for corner-; '1'1-1GNCE North 79 degrees 56 minutes 20 second's Gast, a distance of 941.47 feet to a fence post for corner; THENCE, South 00 degrees 39 minutes 32 seconds West, a distance of 735.40 feet to the POINT OF BEGINNING and containing 13:7152 acres or 597,563.3936 square feet of land. NOTE: The Company is prohibited From 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 and does not override Item 2 of Schedule-B hel-col'. FORIM l-7: l:uuuuuillew for I ills Insur:1ncc v Exhibit B-2 Legal Description of the CTMGT Tract Exhibit B-2 to Alpha Ranch Development AgreementPage 1 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 5r8" 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 157-02.100 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-I2 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 138-77/100 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 IS 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 east 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 DON W.MCKSY ............. 1981 .90A, 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 of the Alpha Ranch Development AgreementPage 1 Exhibit C Development Plan Exhibit C to Alpha Ranch Development Agreement Page 1 a a I i > .M 4 '.J1�' i yam,, Ir s ° Y k `fa I N 1 - 7 tet,: i a I o 1 w. A00 M� ------------ � d It Exhibit D Gas Wells Exhibit D to Alpha Ranch Development Agreement Page 1 i Y:dgzi x �Qi a ! Intl iigf 3i:iaq ! �M�yK s MIN :a Jl r o RY€ y}} dog v� pyrp -9p [JIe Tp� Ir.'55ts KY gp i Jn N, ➢ rXi°'ai ..c s �—Jii 1,sos i s a �♦ I < ,c aOV�L•�b� K a.a ' s €' � 911 o€I ' 4�e�Tai �az � ��d�� - --Y � a9Q _____ - Z O F}{ 3 SF-• L i 1 1 L o e9c j -7� 11 a I' �S S S S S S T S S g 5 5 S S + � ('o� 4�•y'��o hit __ 'a �! 1 i i� j S -r----- - -T�y �"��.�$'d Jig g if Y cpg ys 8�1y aZ ^E g .F } /�°@gps';t" �,� � d3 Fo , of o 9�a1.]. SXR _ �� o�S h 9 A. � •� �ga�^so��i iia iuruw]]sw`�g-'-- � _ �� €�€ 0s7 a s, sq�i�q;" •t �Ae3 I a q.,ap �� 6 t= 9° e 4 a k- INV ;Vg, a � ppqg WN 3 7 r iN ;a4: e6 's x en,r,Y?:a�Sa1:Yr8nsh F �S" I s � +avaarvlravdvLl]nnu., �� Tf:s<ia3r3i5a!�}47spLdef� 5RN��8�]"�je,^'��' I `araAvT]w]mvJis�rau[NnlrbaLOvo>]cns<nr»+ �f O wlArSmd]gsO]1lwMr]y�egtN•vAt0NtlnS"0L�C9•b;'tl'J A'J'] bp,d z 31 ZUNI viai , g a I 6� Exhibit E Traffic Impact Analysis Executive Summary and Traffic Mitigation Plan Exhibit E to Alpha Ranch Development Agreement—Page I ALPHA RANCH Traffic Impact Study EXECUTIVE SUMMARY Pape-Dawson Engineers,Inc. was retained to prepare a Traffic Impact Study(TIS)for the Alpha Ranch development. The site is located along SH 114,between FM 4844 and John Day Road,in the City of Fort Worth Extraterritorial Jurisdiction (ETJ), in both Denton County and Wise County, Texas. The site is currently comprised of approximately 1,433 acres of vacant land and is not zoned.The development will be analyzed in two phases:Phase 1 of the project will consist of two residential neighborhoods,Elizabeth Creek and Alpha Ranch, and is expected to be completed in 2020. Elizabeth Creek contains 395 single-family dwelling units and a shopping center. Alpha Ranch contains 320 single-family dwelling units and a shopping center.Phase 2 of the project will consist of an additional 2,023 single-family dwelling units to the Alpha Ranch Residential Neighborhood, a shopping center and an elementary school and is expected to be completed in 2023. The following key intersections wcrc identified for analysis: 1) SH 114 at IH-35 Northbound Frontage Road 2) SH 114 at IH-35 Southbound Frontage Road 3) SH 114 at John Day Road 4) SH 114 at East Willow Bend Drive 5) SH 114 at County Line Road Phase 1 of the proposed development is estimated to generate 674 AM peak hour trips, 1,249 PM peak hour trips, and 12,956 weekday trips upon completion.Phase 2 of the proposed development is estimated to generate 1,995 AM peak hour trips,2,595 PM pcak hour trips,and 25,500 weekday trips upon completion. The final build-out of the proposed development is estimated to generate 2,668 AM peak hour trips,3,845 PM peak hour trips, and 38,455 weekday trips upon completion. This study was identified as a TIS based on an average daily traffic(ADT)of over 5,000 vehicles FdPAPE-DAWSON ENGINEERS &APROJECTMIOki M1%W M VOF0V %NPAMHTUREPOR M= ALPHA RANCH Traffic Impact Study per day as calculated using the rates from Trip Generation, 0'Edition published by the Institute of Transportation Engineers 1. This analysis fulfills the City of Fort Worth, Denton County, and Wise County requirements in assessing the project's impact on the adjacent street network with an evaluation of key intersections identified. To meet these requirements, this analysis includes an evaluation of the Existing Condition,No Build Condition(year 2020 and 2023 without project traffic),and the Build Condition (year 2020 and 2023 with project traffic). The key findings and recommendations resulting from this study are outlined below: ■ The City of Fort Worth identifies traffic impacts when the Build Condition level of service (LOS) at the study intersections is below a LOS D and the LOS drops a level from the No Build Condition(Ex.LOS D to LOS E or LOS E to LOS F). Phase 1 (2020) ■ Mitigation improvements and associated probable costs are required for any intersections where impacts have been identified. The results of the analysis show that the SH 114 at IH-35,the SH 114 at John Day Road,and SH 114 at County Laine Road intersections will experience impacts due to the traffic generated by Phase 1 of the proposed Alpha Ranch development. The mitigation measures required to bring the intersection delay to an acceptable level are shown in the following table: Institute ofTnansportation Engineers(PTE). Trip Generation.9A Edition,2012,Washington,D.C. MfPAPE-DAWSON ENGINEERS 2 &%PROJECT=10%igbnTWFIMVYORVA PMARANMTfAREPORr.MCX ALPHA RANCH Traffic Impact Study Level of Service Summary&Mitigation-Phase 1(2020) AM Peak Hour PM Peak Hour Intersections Condition Approach Mitigation Delay Delay Improvements LOS (sec/veh) LOS (sectveh) Signalized Intersections: SH 114 at IH-35 NBFR Build C 24.4 E 79.6 Optimize Signal MitigationTiming C 25.8 D 39.6 SH 114 at IH-35 SBFR Build E 56.2 D 43.5 Optimize Signal D 42.3 C 34.6 Mitigation Timing Unsignalized Intersections: SH 114 EB at County Line AN Build NB:T D 26.0 C 19.1 Senders Blvd NB:R B 13.5 B 11.4 SB:TL D 29.9 D 34.5 Signalize Mitigation C 26.2 B 16.9 Intersection SH 114 WB at County Line Rd/ Build NB:TL D 30.8 F 922.8 Sendera Blvd SB:TR C 19.4 F 162.1 Mitigation C 23.1 C 23.6 SH 114 EB at John Day Rd Build NB:TR E 42.5 E 44.1 SB:TL F 305.5 F 332.2 Mitigation C 26.1 D 40.9 Signalize Intersection SH 114 WB at John Day Rd Build NB:L C 18.3 F 337.7 Mitigation C 20.2 D 47.3 ■ Traffic impacts have been identified at the SH 114 at IH-35 Northbound Frontage Road intersection during the PM peak hour and the SH 114 at I14-35 Southbound Frontage Road intersection during the AM peak hour.Optimizing the signal timings will mitigate the impacts at the diamond intersection. ■ Traffic impacts have been identified at the SH 114 at County Line Road/Sendera Boulevard intersection during the PM peak hour. Signalizing the intersection will mitigate the impacts. After a review of the generally accepted guidelines in the PfPAPE-DAWSON ENGINEERS 3 a%PROJECTS 61MMUTRAFFIGIWORMAJA RANCHTuwEPORT.DOCX ALPHA RANCH Traffic Impact Study Texas Manual on Uniform Traf c Control Devices (TMUTCD)2 for installing a traffic signal, the intersection may meet one or more traffic signal warrants based on the projected build-out volumes.Therefore,signalization is recommended. It is also in the Fort Worth Master Thoroughfare Plan to widen County Line Road north of SH 114 to four-lane median divided roadway. When installing this signal, it should be designed with adequate spacing for the proposed roadway improvements. ■ Traffic impacts have been identified at the SH 114 at John Day Road intersection during the AM and PM peak hours. Signalizing the intersection will mitigate the impacts. The intersection may meet one or more traffic signal warrants based on the projected build-out volumes.Therefore,signalization is recommended. ■ In accordance with the TxDOT Access Management Manual, right-turn lanes are required when there are more than 50 peak hour right-turns and the posted speed limit is above 45 miles per hour, or 60 peak hour right-turns if the posted speed limit is 45 miles per hour or less.The TxDOT Roadway Design Manual was used as a guideline for regulations on left-turn lane volume requirements. Based on the projected volumes associated with Phase I of the proposed development,right-turn lanes and left-turn lanes are required at the following intersections: • John Dgy Road at Driveway 2: southbound right-turn lane a minimum of 140 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the posted speed limit of 35 miles per hour. • SH 114 at Driveway eastbound right-turn lane a minimum of 745 feet in length (715 feet of deceleration length which includes 150 Z Texas Department of Transportation.2011.Texas Manual on Uniform Traffic Contra]Devices(Texas MUTCD).Austin, Texas. PAPE-DAWSON ENGINEERS Q srPao,ECTMVUNUTRAFFlCIVVORDWYMPA rCHTtAREPOK DXX ALPHA RANCH Traffic Impact Study feet of taper,plus 30 feet of storage) based on the speed limit of 65 miles per hour. • SH 114 at John Day Road: For safety reasons, an eastbound right- turn lane a minimum of 745 feel in length(715 feet of deceleration length which includes 150 feet of taper, plus 30 feet of storage) based on the posted speed limit of 65 miles per hour. Because the SH 114 at John Day Road intersection is approximately 400 feet east of Driveway 4,the eastbound right-turn lane at John Day Road will be restricted to approximately 360 feet in length. • SH 114 at Driveway 5:eastbound right-turn lane a minimum of 745 feet in length (715 feet of deceleration length which includes 150 feet of taper,plus 30 feet of storage) based on the speed limit of 65 miles per hour. • SH 114 at Driveway 6:eastbound right-turn lane a minimum of 745 feet in length (715 feet of deceleration length which includes 150 feet of taper,plus 30 feet of storage) based on the speed limit of 65 miles per hour. • SH 114 at Driveway 9 eastbound right-turn lane a minimum of 745 feet in length (715 feet of deceleration length which includes 150 feet of taper,plus 30 feet of storage)based on the posted speed limit of 65 miles per hour.Because the SH 114 at Driveway 8 intersection is approximately 400 feet east of County Line Road,the eastbound right-turn lane at Driveway 8 will be restricted to approximately 300 feet in length. Sendera Boulevard at Driveway 12/ Driveway 13: While this intersection does not require mitigation, a northbound and PAPE•DAWSON ENGINEERS 5 S.iPROJECTS61MIN17RAF OWORDLLPFWRANCHTIAREPORT.DOCX ALPHA RANCH Traffic Impact Study southbound left-turn lane should be installed at the median opening to provide access to homes in Alpha Ranch for safety reasons.The left-turn lanes should be a minimum of 210 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)based on the posted speed limit of 35 miles per hour. Phase 2(2023) ■ Mitigation improvements and associated probable costs are required for any intersections where impacts have been identified.The results of the analysis show that the SH 114 at IH-35,SH 114 at County Line Road/Sendera Boulevard,SH 114 at John Day Road, and SH 114 .at Graben Road intersections will experience impacts due to the traffic generated by Phase 2 of the proposed Alpha Ranch development.The mitigation measures required are shown in the following table: PAPE-DAWSON ENGINEERS 6 sVWJEcrMIO%IWIkTRMnMV ORVOIPMwwcHTWiEPMDocx ALPHA RANCH Traffic Impact Study Level of Service Summary&Mitigation-Phase 2(2023) AM Peak Hour PM Peak Hour Intersections Condition Approach Mitigation Delay Delay Improvements LOS (sec/veh) LOS (sec/veh) Signalized intersections: SH 114 at IH-35 NBFR Build D 51.0 F 143.9 Optimize Signal Mitigation D 47.9 F 152.0 Timing SH 114 at IH-35 SBFR Build Optimize Signal F 132.4 F 109.4 Timing Mitigation F 90.9 F 80.1 SH 114 EB at County Line Rd/ Build F 232.9 F 163,4 Optimize Signal Sendera Blvd Timing Cycle, add dual WB left-tum lanes, Mitigation dual northbound right-tum lanes and southbound E 76.3 E 58.4 right-tum lane SH 114 WB at County Line Rd/ Build Optimize Signal Sendera Blvd F 337.2 F 171.6 Timing Cycle, add dual WS left-tum lanes, Mitigation dual northbound right-tum lanes and southbound C 34.2 D 43.5 right-turn lane SH 114 EB at John Day Rd Build F 268.7 F 128.2 Optimize Signal Mitigation F 149.6 E B1.3 Timing SH 114 WB at John Day Rd Build F 87.6 F 362.6 Optimize Signal Mitigation D 54.4 F 196.5 Timing Unsignalized Intersections: SH 114 EB at Graben Road Build NB:T E 36.1 C 24.4 NB:L F 103.2 C 22.4 SB:TL - - F 612.0 Signalize, Mitigation B 14.6 B 16.1 intersection SH 114 WB at Graben Road Build NB:L C 17.1 F 106.1 Mitigation A 8.0 B 12.6 PAPE-AAWSON ENGINEERS S.4PROJEC=1011901%TRAFFCV/ORD%ALPHARANCHTZAREPORTM= ALPHA RANCH Traffic Impact Study w Trak impacts have been identified at the SH 114 at IH-35 Southbound Frontage Road and SH 114 at IH-35 Northbound Frontage Road intersections. Optimizing the signal timings will mitigate the impacts.While the LOS will remain above the acceptable LOS D, Sim 'Traffic shows the roadway network operating at an acceptable level. ■ Traffic impacts have been identified at the SH 114 at John Day Road intersection during both peak hours. Optimizing the signal timings will mitigate the impacts. While the LOS will remain above the acceptable LOS D, Sim Traffic shows the roadway network operating at an acceptable level. a Traffic impacts have been identified at the SH 114 at County Line Road intersection during both peak hours. Optimizing the signal timings and adding a second westbound left-turn lane, dual northbound right-turn lanes and a dedicated southbound right-turn lane will mitigate the impacts. If County Line Road is widened,by the City,to four lanes north of SH 114 it would further reduce the delay at the intersection. ■ Traffic impacts have been identified at the SH 114 at Graben Road during both peak hours. Signalizing the intersection will mitigate the impacts.After a review of the generally accepted guidelines in the Texas Manual on Uniform Traffic Control Devices(TMUTCD)3 for installing a traffic signal,the intersection may meet one or more traffic signal warrants based on the projected build-out volumes.Therefore, signalization is recommended. ■ In accordance with the TxDOT Access Management Manual, right-turn lanes are required when there are more than 50 peak hour right-turns and the posted speed limit is above 45 miles per hour, or 60 peak hour right-turns if the posted speed 3 Texas Department of Transportation.2011.Texas Manual on Uniform Traffic Control Devices(Texas MUTCD).Austin, Texas. PAPE-DAWSON ENGINEERS 8 &%PRWEcrsalatsnIWRWFIMwoaout HARAN MAREPMoocx ALPHA RANCH Traffic Impact Study limit is 45 miles per hour or less.The TxDOT Roadway Design Manual was used as a guideline for regulations on left-turn lane volume requirements. Based on the projected volumes associated with Phase 2 of the proposed development,right-tum lanes and left-turn lanes are required at the following intersections: • SH 114 at County Line Road/ Sendera Boulevard: While this will not mitigate the impacts, an eastbound right-tum lane should be installed for safety reasons. The eastbound right-turn lane should have a minimum of 745 feet in length (715 feet of deceleration length which includes 150 feet of taper, plus 100 feet of storage) based on the posted speed limit of 65 miles per hour. • SH 114 at Driveway 10: eastbound right-turn lane a minimum of 745 feet in length (715 feet of deceleration length which includes 150 feet of taper,plus 100 feet of storage)based on the posted speed limit of 65 miles per hour. SH 114 at Graben Road: eastbound right-turn lane a minimum of 745 feet in length (715 feet of deceleration length which includes 150 feet of taper,plus 100 feet of storage)based on the posted speed limit of 65 miles per hour. The following left- and right- turn lanes are recommended to be included in the construction of Sendera Boulevard, Eagle Parkway, and Graben Road by the City of Fort Worth: • Sendera Boulevard at Driveway 15: southbound right-turn lane a minimum of 140 feet in length (I 10 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the proposed speed limit of 35 miles per hour.Northbound left-turn lane a minimum of 210 feet in length (I 10 feet of deceleration length PAPE-DAWSON ENGINEERS 9 SAPRQIBCTS010119019RAFFOWOR01N"RANCHTWOR OW.DOC)( ALPHA RANCH Traffic Impact Study which includes 50 feet of taper,plus 100 feet of storage)should also be constructed • Sendera Boulevard at Driveway 16: southbound right-turn lane a minimum of 140 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the posted speed limit of 35 miles per hour.A northbound left-turn lane a minimum of 210 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. • Sendera Boulevard at Driveway 17/Driveway 18:southbound right- turn lane a minimum of 140 feet in length(110 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the posted speed limit of 35 miles per hour. A northbound, southbound,eastbound,westbound left-turn lane a minimum of 210 feet in length(110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. • Sendera Boulevard at Driveway 19/Driveway 20:southbound right- turn lane a minimum of 140 feet in length(110 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the posted speed limit of 35 miles per hour.A northbound and southbound left-turn lanes a minimum of 210 feet in length(110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. • Sendera Boulevard at Easle Parkway: eastbound and westbound left-turn lanes a minimum of 210 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage) should also be constructed. MfPAPE-DAWSON ENGINEERS 10 S:wRaMc SWM101%TRlFFIMWORwv.r RAW-HTuriEao WCX ALPHA RANCH Traffic Impact Study • Eagle_Parkway at Driveway 22: westbound right-turn lane a minimum of 140 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the proposed speed limit of 35 miles per hour. • Eagle Parkway at Driveway 23: westbound right-turn lane a minimum of 140 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the proposed speed limit of 35 miles per hour. • Eagle Parkway at Driveway 24: westbound right-turn lane a minimum of 140 feet in length (110 feet of deceleration length which includes 50 feet of taper,plus 30 feet of storage)based on the proposed speed limit of 35 miles per hour. • Graben Road at Driveway 25/ Driveway 26: northbound and southbound left-turn lanes a minimum of 210 feet in length(110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. • Graben Road at Driveway 27:southbound left-turn lane a minimum of 210 feet in length(110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. • Graben Road at Driveway 28: southbound left-turn lane a minimum of 210 feet in length(110 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. • Graben Road at Driveway 29: southbound left-turn lane a minimum of 210 feet in length(I 10 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. PAPE-DAWS®N �i ENGINEERS 11 �PAQIECTMSIC%lNlkTPAF'FICkWORDM+A RM'CHTWMPORT.DOCX ALPHA RANCH Traffic Impact Study • Graben Road at Driveway 30:southbound left-turn lane a minimum of 210 feet in length(I 10 feet of deceleration length which includes 50 feet of taper,plus 100 feet of storage)should also be constructed. ■ The intersection sight distance provided should be in accordance with distances cited for each type of maneuver (exiting right-turn, left-turn or crossing, and entering left-turn)in A Policy on Geometric Design of Highways and Streets, 6th Edition, 2011 published by the American Association of State Highway and Transportation Officials(AASHTO)'.The posted speed limit on SH 114 is 65 miles per hour, while the proposed speed limits on Sendera Boulevard, Eagle Parkway, and Graben Road are 35 miles per hour.Landscaping,parking,and signs should be placed so that they do not obstruct visibility for motorists exiting the site. The location of constructed or cut walls should be carefully evaluated in proximity to driveways/streets to prevent creating a sight obstruction. Design of new roadways should provide for adequate stopping sight distance and should consider future driveway and median opening locations. if main roadway is under design, consideration should be given to adjustment of K-factors to provide intersection sight distance versus stopping sight distance. . °American Association of State Highway and Tmnspodadon Officials(AASHTO).A Policy on Geometric Design of Higlnwys and Streets.6th Edition,2011,Washington,D.C. PAPE-DAWSON ENGINEERS 12 b^.WP=ECTMIMI=IkTRAMIMVWRDW.PMA RANCH TMEPM.DOCX ALPHA RANCH Traffic Impact Study Intersection Sight Distances at 2-lane Undivided Roadways& Level Conditions(feet) Distance for Distance for Distance for C Speed Exiting Right-turn Entering Left- (mph) Exiting Left- or Crossing Turn Turn(A Leg) (g Leg) (C Leg) 30 335 290 245 35 390 335 285 B ` A 40 445 385 325 I 45 500 430 365 50 555 480 405 55 610 530 445 Note.Distances should be adjusted for additional lanes,grades and medians. For adjustments see AASHTO Green Book ■ Driveway throat lengths should be constructed in accordance with the City of Fort Worth, Denton County, Wise County, and TxDOT requirements to facilitate safe and efficient traffic flow. ■ Signs and markings should conform to the latest edition of the Texas Manual on Uniform b-af c Control Devices. 1 Texas Department of Transportation.2011.Texas Manual on Uniform Trq(jnc Contra!Depices(Texas MU['CD).Ausdn,Texas. PfPAPE-DAWSON ENGINEERS 13 S.VMecrstieIMlMI% CVVORosaLMPA cHTwa aoaT.nocx NOIldJIlIW-0Z 3inuzi I�xaoplranlwl 1pwwr ne wgw+nn�swsw wwew "s� I igMlff�f! iNr�nue 6qY pplw Int I xr.aar,w ar S2I9aaN/OMd� SVX31`f 13 HiHOM 180=1 JCS A110 NOSMVO-AFdVd HONVU VHd` V a � v U W ��' oa a�t,,� aim -C w 2 2 IN Q F U s` J ,,It. 09 z i Ll ea phi 101 10 If 0 i I � � L me k 335 I $ 3 g ---QW sKn luknoa s g I � I � I � € 6 LL AAO r i I < L AAO i Oi una -------------- o i jI a I i I E v�er r�laari >w�t wlae\oI n e.a1s•u� W�NM�Aryl eli6C£91Qr'IC IW•ie0 Exhibit F ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and entered into as of the day of , 200_5 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, CTMGT Alpha Ranch, LLC, a Texas limited liability company and CTMGT AR II, LLC, Texas limited liability companies for the Alpha Ranch Development (City Secretary Contract No. q!&Jp50 ) (the "Agreement") effective as of r i ,2= relating to the development of the Property (as described therein), to the extent lihat 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 [or 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 F to Alpha Ranch 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 F to Alpha Ranch Development Agreement—Page 2 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] Exhibit F to Alpha Ranch Development Agreement—Page 3 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] 55793.8 Exhibit F to Alpha Ranch Development Agreement—Page 4 M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTWORT11 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, httD:HaDDs.cfwnet.org/council packet/mc review.asp?ID=22358&counciIdate=12/13/20166 2/20/2017 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 http://apps.cfwnet.or�/council packet/mc review.asp?ID=22358&councildate=12/13/2016 2/20/2017 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 http://apps.cfwnet.or�4/council packet/mc review.asp?ID=22358&councildate=12/13/2016 2/20/2017 L-15980 C CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Comalete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY Comolete 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. 12016-140999 Ryan Dynasty Trust Southlake,TX United States Date Filed: 2 Nam 3 of governmental entity or state agency that is a party to the contract for which the form Is 11/29/2016 beinil filed. Fort Worth Date Acknowledged: / �4 /�( 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a desc•iption of the services,goods,or other property to be provided under the contract. 000 Alpha Ranch Development Agreement Nature of interest 4 Name of interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Jenkins,Patricia Southlake,TX United States X Devin, Sandra Southlake,TX United States X Ryan,Jeff Southlake,TX United States X 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. ,N' JU€IIH K.CHESTER MY COMMISSION EXPIRES July 14,2017 Signature of pori ge of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE / Sworn to//and subscribed before me,by the said e this the_ �� 1 day of Le 20�L% ,to certify which,witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer admi stering oath Fo ms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277