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CONTRACT N0. ✓
WATER AND WASTEWATER UTILITY SERVICES
TRANSFER AGREEMENT
This Water and Wastewater Utility Services Transfer Agreement ("Agreement") is
entered into by and between Aqua Texas, Inc., a Texas corporation ("Aqua Texas"), the City of
Fort Worth, a home-rule municipal corporation situated in Tarrant, Denton, Johnson, Parker and
Wise Counties, Texas (the "Citv"), Alpha Ranch Fresh Water Supply District of Denton and
Wise Counties ("Alpha Ranch District"), South Denton County Water Control and Improvement
District No. 1("Brookiield District") and North Fort Worth Water Control and Improvement
District No. 1 of Denton and Wise Counties ("Shale Creek District") (each, a"Partv" and,
collectively, the "Parties", with the Alpha Ranch District, Brookfield District and Shale Creek
District being sometimes referred to herein, individually, as a"District" and, collectively, as the
"Districts").
RECITALS
A. The Alpha Ranch District was created as a water control and improvement district
pursuant to Article XVI, Section 59, Texas Constitution, and has been converted to a fresh water
supply district operating pursuant to Chapters 49, 51 and 53 of the Texas Water Code in Denton
and Wise Counties, Texas, consisting of 1,293.736 acres of land (the "Alpha Ranch Property"),
shown in Exhibit A and more particularly described in Exhibit A-1 attached hereto and
incorporated herein for all purposes, which land is not receiving water or sewer service.
B. CTMGT Alpha Ranch, LLC, owns 171.089 acres of land adjacent to the Alpha
Ranch District, shown in Exhibit A and more particularly described in Exhibit A-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 Alpha Ranch District (the "CTMGT Tract").
C. The Ryan Dynasty Trust owns 12.916 acres of land adjacent to the Alpha Ranch
District, shown in Exhibit A and more particularly described in Exhibit A-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 Alpha Ranch District (the "Rvan Trust Tract").
D. The Brookfield District was created as a water control and improvement district
pursuant to Article XVI, Section 59, Texas Constitution, and has been converted to a fresh water
supply district operating pursuant to Chapters 49, 51 and 53 of the Texas Water Code in Denton
County, Texas, consisting of 231.59 acres of land (the "Brookfield Property") shown in Exhibit
B and more particularly described in Exhibit B-1 attached hereto and incorporated herein for all
purposes, which land is not receiving water or sewer service.
E. The Shale Creek District is a conservation and reclamation district created and
operating pursuant to Article XVI, Section 59, Texas Constitution and Chapters 49 and 51 of the
Texas Water Code in Denton and Wise Counties, Texas, consisting of 251.75 acres of land
shown in Exhibit C.
Water and Wastewater Utility Services Transfer Agreement — Page 1
�Ff�fC1A1, RECpR�
�I'P"Y ��Cl��'��AI�Y
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F. The "Shale Creek Development" contains approximately 330 acres, consisting of
251.75 acres of land located within the Shale Creek District and approximately 78.608 acres
outside the Shale Creek District which have been subdivided as Shale Creek, Phase 1.
G. Approximately 210 acres of land within the Shale Creek District have not been
subdivided and are not receiving water or sewer service, consisting of a 158.396-acre tract north
of an unnamed tributary, a 25.5-acre tract on Highway 114 and a 25.87 tract on Highway 114
(collectively, the "Shale Creek PropertX"), as shown on Exhibit C and more particularly
described in Exhibit C-1 attached hereto and incorporated herein for all purposes. The
remainder of the land within the Shale Creek District has been subdivided as Shale Creek, Phase
2A (15.249 acres), and Phase 2B (26.414 acres), as shown on Exhibit C.
H. Aqua Texas is an investor owned retail water and wastewater utility regulated by
the Texas Commission on Environmental Quality ("TCEQ") and the Texas Public Utility
Commission ("PUC").
I. Aqua Utilities, Inc. has transferred all of its assets to Aqua Texas, inciuding
without limitation all rights to TPDES Permit No. WQ0014263, Certificate of Convenience and
Necessity ("CCN") No. 11158, CCN No. 20867, and CCN No. 20453.
J. Aqua Texas holds water CCN No. 11157, authorizing Aqua Texas to provide
retail water service to various service areas within Denton and Wise Counties, including all
property included in the Shale Creek Development, the Brookfield Property, the CTMGT Tract,
and a portion of land in the Alpha Ranch District.
K. All property in the Alpha Ranch District that is not within Aqua Texas' water
CCN service area No. 11157 is within the City's water CCN service area.
L. Aqua Texas is currently providing retail water service to customers on 321 lots in
Phase l, 351ots in Phase 2A and 1301ots in Phase 2B of the Shale Creek Development.
M. Aqua Texas holds sewer CCN No. 20453, authorizing Aqua Texas to provide
retail wastewater service to various service areas within Denton and Wise Counties, including
the Brookfield Property.
N. Aqua Texas holds sewer CCN No. 20867, authorizing Aqua Texas to provide
retail wastewater service to various service areas within Denton and Wise Counties, including all
property included in the Shale Creek Development and approximately 160.8963 acres of land in
the Alpha Ranch District described in Exhibit A-4, which is sometimes referred to as "Elizabeth
Creek".
O. The CTMGT Tract, the Ryan Trust Tract and the remainder of the Alpha Ranch
Property are not in a sewer CCN.
Water and Wastewater Utility Services Transfer Agreement — Page 2
P. Aqua Texas is currently providing retail sewer service to Phases 1, 2A and 2B of
the Shale Creek Development, utilizing the existing wastewater treatment plant author•ized under
TCEQ Permit No. WQ14186-001 (the "Shale Creek Wastewater Plant").
Q. Aqua Texas holds TPDES Permit No. WQ0014263-001 authorizing construction
and operation of a wastewater treatment plant for the treatment and discharge of treated sewage
effluent into or adjacent to Elizabeth Creek traversing a portion of the Alpha Ranch Property (the
"Elizabeth Creek Wastewater Dischar�e Permit").
R. Aqua Texas has reached agreement with the City to transfer to the City Aqua
Texas' CCN and contract rights and obligations governing retail water utility service to (i) the
Brookfield Property; (ii) all of the Alpha Ranch Property that is not located in the City's water
CCN service area; (iii) the CTMGT Tract, provided it is annexed by the Alpha Ranch District;
(iv) the Ryan Trust Tract, provided it is annexed by the Alpha Ranch District; and (v) the Shale
Creek Property.
S. Aqua Texas has reached agreement with the Brookfield District to transfer to the
Brookfield District Aqua Texas' sewer CCN and contract rights and obligations governing retail
sewer utility service to the Brookfield Property.
T. Aqua Texas has reached agreement with the Alpha Ranch District to transfer to
the Alpha Ranch District the Elizabeth Creek Wastewater Discharge Permit and Aqua Texas'
sewer CCN and contract rights and obligations governing retail sewer utility service to
approximately 160.8963 acres of the Alpha Ranch Property, the remainder of which property is
not contained in a sewer CCN service area.
U. The Brookiield District and the Alpha Ranch District have reached agreement
with the City pursuant to that certain Agreement Concerning Sewer Service to Alpha Ranch and
Brookfield Developments dated � C�� u��� �� I�- , 201 ¢}(City Secretary Contract No.`i'�� >�
(the "Sewer Service Agreement") whereby such districts have the option to construct, or cause to
be constructed, a wastewater treatment plant as authorized by the Elizabeth Creek Wastewater
Discharge Permit (the "Elizabeth Creek Wastewater Treatment Plant").
V. The Brookfield District and the Alpha Ranch District may utilize the Elizabeth
Creek Wastewater Treatment Plant to provide retail sewer service within the Brookfield District
and the Alpha Ranch District and/or contract with Aqua Texas to provide service within the
Brookfield District utilizing the Shale Creek Wastewater Treatment Plant provided, however, the
Elizabeth Creek Wastewater Treatment Plant and the Shale Creek Wastewater Treatment Plant
may not serve more than 2,500 retail connections within the Brookfield District, the Alpha
Ranch District and the Shale Creek Property.
W. The Brookfield District and the Alpha Ranch District shall design and construct,
or cause the design and construction of, an off-site sewer main connected to the Fort Worth
system in accordance with the Sewer Service Agreement, whereupon the Elizabeth Creek
Wastewater Treatment Plant will be taken out of service, the City will become the sewer CCN
holder for all land within the Brookfield District and the Alpha Ranch District, and the City will
Water and Wastewater Utility Services Transfer Agreement — Page 3
provide retail sewer service to all current and future customers in the Brookfield District and the
Alpha Ranch District, in accordance with the Sewer Service Agreement.
X. As consideration for Aqua Texas' transfer of its water and sewer CCN rights and
the Elizabeth Creek Wastewater Discharge Permit, the Districts will pay to Aqua Texas a$500
CCN Transfer Fee for each lot within (i) the CTMGT Tract described in Exhibit A-2 if the
CTMGT Tract is annexed by the Alpha Ranch District; (ii) the Ryan Trust Tract described in
Exhibit A-3 if the Ryan Trust Tract is annexed by the Alpha Ranch District; (iii) the Alpha
Ranch Property described in Exhibit A-1; (iv) the Brookfield Property described in Exhibit B-1;
and (v) the Shale Creek Property described in Exhibit C-1, up to a maximum payment of
$2,000,000.
Y. Aqua Texas will retain its CCN rights governing retail water utility service to
Shale Creek Phases 1, 2A and 2B and its CCN rights governing retail sewer utility service to all
of the Shale Creek Development for a period of years, in accordance with that certain Agreement
Concerning Water and Sewer Service to Shale Creek Development entered into by and between
the City, Aqua Texas, and the Shale Creek District dated :L�� (City Secretary
Contract No �-%t -�� )• e-.�rtii,�,-�-� t "}- �����-
NOW, THEREFORE, for and in consideration of the premises set forth in the above
Recitals, the mutual agreements, covenants, and conditions hereinafter provided, and other good
and valuable considerations received, Aqua Texas, the City, the Alpha Ranch District, the
Brookfield District and the Shale Creek District contract and agree as follows:
ARTICLE I
TRANSFER OF WATER SERVICE RIGHTS TO THE CITY
1.01 Transfer of Water Service Rights. Subject to the approval of the PUC, the
requirements of Texas Water Code, Section 13.301, and the rules of the TCEQ and the PUC
adopted thereunder, Aqua Texas shall transfer to the City all of its rights and obligations under
water CCN No. 11157 for (a) the Alpha Ranch Property described in Exhibit A-1 that is not
already within the City's water CCN service area; (b) the Brookfield Property described in
Exhibit B-1; (c) the Shale Creek Property described in Exhibit C-1; (d) if the Alpha Ranch
District annexes the CTMGT Tract described in Exhibit A-2, the CTMGT Tract; and (e) if the
Alpha Ranch District annexes the Ryan Trust Tract described in Exhibit A-3, the Ryan Trust.
Tract (collectively, the "Water CCN Transfer Areas").
1.02 Preparation of Transfer Application. The City shall be responsible for
preparation, drafting, filing with the PUC, and prosecution of a Sale, Transfer or Merger
Application (the "STM A�lication") pursuant to Texas Water Code Section 13.201 to effectuate
transfer to the City of retail water service rights and obligations under water CCN No. 11157 for
the Water CCN Transfer Areas. The Districts shall provide to the City, at the Districts' expense,
supporting exhibits and information for preparation of the STM Application. The City shall
submit the STM Application to the PUC within thirty (30) days after the Districts provide such
exhibits and information to the City and shall be responsible for all other fees, costs and
expenses associated with the STM Application.
Water and Wastewater Utility Services Transfer Agreement — Page 4
1.03 Cooperation b�qua Texas. Aqua Texas shall cooperate fully with the City and
shall execute any and all such applications or other documents as may be necessary or
convenient to transfer to such districts its water service rights for the Water CCN Transfer Areas.
After Aqua Texas' water service rights for the Water CCN Transfer Areas are transferred to the
City, Aqua Texas all not (a) attempt to acquire, or assist any other person or entity to acquire,
any water CCN service rights for the Water CCN Transfer Areas; or (b) challenge, or assist any
other person or entity to challenge, the City's water CCN rights for the Water CCN Transfer
Areas.
1.04 Aqua Texas Water Service to Portion of Shale Creek Development. The Parties
acknowledge that Aqua Texas will retain its water CCN rights governing retail water utility
service to Shale Creek Phases 1, 2A and 2B, consisting of 78.608 acres, 15.249 acres and 26.414
acres, respectively, as defined in Recitals F and G, for a period of years, in accordance with that
certain Agreement Concerning Water and Sewer Service to Shale Creek Develo ment entered
into by and between the City? Aqua_Texas, and the Shale Creek District dated ��Z�.�,-t,����� G�, ���`' 1
(City Secretary Contract No.� �' �`� `� .
1.05 Retail Water Rates and Fees. Upon transfer of Aqua Texas' water service rights
for the Water CCN Transfer Areas to the City and construction of infrastructure and payment of
fees in accordance with that certain Water Infrastructure Agreement (City Secretary Contract No.
�-� , the City shall provide retail water service to the Property at the City's generally
applicable rates charged to comparable classes of customers outside the City's corporate limits.
ARTICLE II
TRANSFER OF SEWER SERVICE RIGHTS TO THE ALPHA RANCH DISTRICT
AND THE BROOKFIELD DISTRICT
2.01 Transfer of Sewer Service Ri�. Subject to the approval of the Trinity River
Authority ("TRA") and the PUC, the requirements of Texas Water Code, Section 13.301, and the
rules of the TCEQ and the PUC adopted thereunder, Aqua Texas shall transfer to the Brookfield
District all of its rights and obligations under sewer CCN No. 20453 for the Brookfield Property
described in Exhibit B-1 and shall transfer to the Alpha Ranch District all of its rights and
obligations under sewer CCN No. 20867 for 160.8963 acres of land in the Alpha Ranch District
described in Exhibit A-4 (collectively, the "Sewer CCN Transfer Areas"). Further, in the event
that it is determined that any other land within the Alpha Ranch District is within a sewer CCN
held by Aqua Texas, Aqua Texas shall transfer to the Alpha Ranch District all of its sewer CCN
rights to such land.
2.02 Preparation of Brookfield Transfer Ap�lication. The Brookfield District shall be
responsible for the timing, preparation, drafting, filing and prosecution of Sale, Transfer or
Merger Applications at the PUC under Texas Water Code Section 13.301 to effectuate the
transfer of retail sewer service rights and obligations under sewer CCN No. 20453 for the
Brookfield Property and all fees, costs and expenses associated therewith.
Water and Wastewater Utility Services Transfer Agreement — Page 5
2.03 Preparation of Alpha Ranch Transfer Application. The Alpha Ranch District shall
be responsible for the timing, preparation, drafting, filing and prosecution of Sale, Transfer or
Merger Applications at the PUC under Texas Water Code Section 13.301 to effectuate the
transfer of retail sewer service rights and obligations under sewer CCN No. 20867 for 160.8963
acres of land in the Alpha Ranch District and all fees, costs and expenses associated therewith.
2.04 Cooperation bv Aqua Texas. Aqua Texas shall cooperate fully with the Alpha
Ranch District and the Brookfield District and shall execute any and all such applications or
other documents as may be necessary or convenient to transfer to such districts its sewer service
rights for the Sewer CCN Transfer Areas. After Aqua Texas' sewer service rights for the Sewer
CCN Transfer Areas are transferred to the Alpha Ranch District and the Brookfield District,
Aqua Texas shall not (a) attempt to acquire, or assist any other person or entity to acquire, any
sewer CCN service rights for the Sewer CCN Transfer Areas; or (b) challenge, or assist any
other person or entity to challenge, the Alpha Ranch District's, Brookfield District's or City's
sewer CCN rights for the Sewer CCN Transfer Areas.
2.05 Aqua Texas Sewer Service to Shale Creek Development. The Parties
acknowledge that Aqua Texas will retain its sewer CCN rights governing retail sewer utility
service to the Shale Creek Development, consisting of 330 acres as defined in Recital F and
shown on Exhibit C for a period of years, in accordance with that certain Agreement Concerning
Water and Sewer Service to Shale Creek Develo,..�ment entered into by and between the City,
Aqua Texas, and the Shale Creek District dated 1 �'�� ��� ���t �- �.�i �City Secretary Contract No.
�t`� l.r�j.� ).
ARTICLE III
TRANSFER OF TPDES PERMIT TO THE ALPHA RANCH DISTRICT
3.01 Transfer of Elizabeth Creek Wastewater Discharge Permit. Subject to the approval
of the TRA and the TCEQ and the requirements of Chapter 26 of the Texas Water Code and the
rules of the TCEQ adopted thereunder, Aqua Texas shall transfer the Elizabeth Creek
Wastewater Discharge Permit to the Alpha Ranch District.
3.02 Preparation of Transfer A�lication. The Alpha Ranch District shall be
responsible for the timing, preparation, drafting, filing and prosecution of any and all permit
amendments and/or permit transfer applications necessary for the transfer of the Elizabeth Creek
Wastewater Discharge Permit to the Alpha Ranch District and for all fees, costs and expenses
associated therewith. Following such approved transfer, the Alpha Ranch District shall be
responsible for any and all report submissions, permit renewals and other filings with the TCEQ
associated with the ownership of the Elizabeth Creek Wastewater Discharge Permit.
3.03 Cooperation b�qua Texas. Aqua Texas shall cooperate fully with the Alpha
Ranch District and shall execute any and all such applications and other documents as may be
necessary or convenient to the transfer and/or amendment of the Elizabeth Creek Wastewater
Discharge Permit.
Water and Wastewater Utility Services Transfer Agreement — Page 6
ARTICLE IV
COMPENSATION
4.01 Collection of Utilitv Transfer Fee.
(a) Each District shall collect a fee of $500 per lot within certain areas deiined below
(the "Utility Transfer Fee") to compensate Aqua Texas for transfer of the Elizabeth Creek
Wastewater Discharge Permit and water and sewer service rights for the Water CCN Transfer
Areas and the Sewer CCN Transfer Areas up to a maximum total payment to Aqua Texas of
$2,000,000. The Alpha Ranch District shall collect the Utility Transfer Fee within the Alpha
Ranch Property described in Exhibit A-1, and, if the Alpha Ranch District annexes the CTMGT
Tract described in Exhibit A-2, within the CTMGT Tract; and, if the Alpha Ranch District
annexes the Ryan Trust Tract described in Exhibit A-3, within the Ryan Trust Tract; the
Brookfield District shall coilect the Utility Transfer Fee within the Brookfield Property described
in Exhibit B-l; and the Shale Creek District shall collect the Utility Transfer Fee within the
Shale Creek Property described in Exhibit C-1 (the property described in Exhibits A-1, A-2 (if
applicable), A-3 (if anplicable), B-1 and C-1 being referred to, collectively, as the "Utilitv
Transfer Fee Collection Area".
(b) Each District shall collect the Utility Transfer Fee for all lots contained in each
final plat for property in the Utility Transfer Fee Collection Area within such District prior to
submittal of the final plat to the City for approval. The Districts shall continue to collect the
Utility Transfer Fee until Aqua Texas receives Utility Transfer Fees totaling $2,000,000 or until
final plats are approved for all property within the Utility Transfer Fee Collection Area,
whichever occurs iirst. Each District shall deliver to Aqua Texas the Utility Transfer Fees
collected for lots within a final plat, together with a list of addresses for which the Utility
Transfer Fee was collected; and shall provide a copy of such payment record and address list to
the City and the other Districts. The City will not record a final plat for any portion of the Utility
Transfer Fee Collection Area until Aqua Texas provides written verification to the City, with a
copy to the Districts, 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.
4.02 Limitations on Pavment of Utilitv Transfer Fee. Aqua Texas acknowledges that
the compensation provided by Section 4.01 constitutes just, adequate and reasonable
compensation for transfer of the Elizabeth Creek Wastewater Discharge Permit and its water and
sewer CCN rights to the Sewer CCN Transfer Areas and the Water CCN Transfer Areas. Aqua
Texas waives all claims to any other compensation in connection with the Elizabeth Creek
Wastewater Discharge Permit, the Sewer CCN Transfer Areas and the Water CCN Transfer
Areas. Aqua Texas acknowledges that the Utility Transfer Fee will be paid to Aqua Texas only
when, and if, final plats are submitted to the City from time to time for the properties described
in Exhibit A-1, Exhibit B-1 and Exhibit C-1, respectively, and for the CTMGT Tract described
in Exhibit A-2 if the Alpha Ranch District annexes such property, and for the Ryan Trust Tract
described in Exhibit A-3 if the Alpha Ranch District annexes such property, and there are no
guarantees when, or if, the Utility Transfer Fees will be collected or that the maximum amount of
Utility Transfer Fees described in Section 4.01 wili be paid to Aqua Texas. The Parties agree
Water and Wastewater Utility Services Transfer Agreement — Page 7
that the Utility Transfer Fee will be collected until Aqua Texas receives Utility Transfer Fees
totaling $2,000,000 or until final plats are approved for all property within the Utility Transfer
Fee Collection Area, whichever occurs first. Aqua Texas expressly acknowledges that (a) there
is no guarantee that Aqua Texas will receive $2,000,000 in Utility Transfer Fees; and (b) in no
event is Aqua Texas entitled to receive Utility Transfer Fees totaling more than $2,000,000.
ARTICLE V
MISCELLANEOUS
5.01 Recitals. The recitals set out above are true and correct and are adopted as operative
provisions hereof.
5.02 Interpretation. The Parties acknowledge that each of them has been actively
involved in negotiating this Agreement. Accordingly, the rule of construction that any
ambiguities are to be resolved against the drafting Party will not apply to interpreting this
Agreement. In the event of any dispute over the meaning or application of any provision of this
Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for
or against any Party, regardless of which Party originally drafted the provision. 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.
5.03 Amendment. This Agreement may be amended only with the written consent of
all Parties and with approval of the governing bodies of the City and the Districts.
5.04 Severabilitv. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements, whether oral or written, covering the subject matter
of this Agreement. If any provision of this Agreement is determined by a court of competent
jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be
deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be
rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of
this Agreement shall remain in full force and effect and shall be interpreted to give effect to the
intent of the Parties.
5.05 Governing Law and Venue. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS� AS THEY APPLY TO
CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY
CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE
THAT THIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY� TEXAS AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY AND AGREE THAT ANY SUCH
COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
5.06 No Waiver. Any failure by a Party to insist upon strict performance by another
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Water and Wastewater Utility Services Transfer Agreement — Page 8
Party shail 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 speciiic purposes
for which it is given. No waiver by any Party 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.
5.07 No Third-Partv Beneficiaries
may only be enforced by, the Parties. No
interest under this Agreement or otherwise
Agreement.
. This Agreement inures only to the benefit of, and
other person or entity shall have any right, title, or
be deemed to be a third-party beneficiary of this
5.08 Counterpart Ori ig nals. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and constitute one and the same
instrument.
5.09 Additional Documents and Acts. Each Party shall, upon request of any other
Party, execute and deliver such further documents and perform such further acts as may
reasonably be requested to effectuate the terms of this Agreement and achieve the intent of the
Parties.
5.10 Notice. Any notices, 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: (a) when the Notice
is delivered in person to the person to whose attention the Notice is addressed; (b) when received
if the Notice is deposited in the United States Mail, certified or registered mail, return receipt
requested, postage prepaid; or (c) when the Notice is delivered by Federal Express, UPS, or
another nationally recognized courier service with evidence of delivery signed by any person at
the delivery address. If any date or period provided in this Agreement ends on a Saturday,
Sunday, or legal holiday, the applicable period for calculating the Notice shall be extended to the
first business day following the Saturday, Sunday, or legal holiday. For the purpose of giving
any Notice, the addresses of the Parties are set forth below. The Parties may change the
information set forth below by sending Notice of such changes to the other Parties as provided in
this section.
To the City:
City of Fort Worth, Texas
Attn: City Secretary
1000 Throckmorton Street
Fort Worth, Texas 76102
City of Fort Worth, Texas
Attn: City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
Water and Wastewater Utility Services Transfer Agreement — Page 9
City of Fort Worth, Texas
Attn: City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
To Aqua Texas:
Aqua Texas, Inc.
Attn: Vice President
1106 Clayton Lane, Ste 400W
Austin, TX 78723
Aqua Texas, Inc.
Attn: Chief Legal Ofiicer
762 West Lancaster Ave.
Bryn Mawr, PA 19010
To the Brookiield District:
South Denton County Water Control and Improvement District No. 1
c/o Winstead PC
Attn: Ross Martin
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
To the Alpha Ranch District:
Alpha Ranch Fresh Water Supply
District of Denton and Wise Counties
c/o Winstead PC
Attn: Ross Martin
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
To the Shale Creek District:
North Fort Worth Water Control and Improvement
District of Denton and Wise Counties
c/o Winstead PC
Attn: Ross Martin
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
Water and Wastewater Utility Services Transfer Agreement — Page 10
5.11 Binding Effect and Assignment.
(a) This Agreement shall inure to the benefit of and bind the Parties hereto and their
respective heirs, representatives, successors and assigns.
(b) Neither the Districts nor the City may assign this Agreement, in whole or in part,
without the written consent of the other Parties.
(c) Aqua Texas. hereby warrants that it is the successor in interest to all assets,
rights and obligations of Aqua Utilities, Inc., including without limitation TPDEs Permit No.
WQ0014263, CCN No. 11158, CCN No. 20453 and CCN No. 20867, and has the authority to
enter into this Agreement.
(d) Aqua Texas may assign its rights under this Agreement with Notice to, but
without the consent of, the other Parties (i) to any subsidiary or affiliate of Aqua Texas (i.e., any
entity with respect to which 50% or more of the voting and economic interests are owned by
Aqua Texas or its parent) so long as Aqua Texas shall remain liable to the City for any and all
liabilities or obligations arising out of this Agreement, or (ii) to any entity acquiring all or
substantially all of the assets or common stock of Aqua Texas or its successor. All other
assignments of this Agreement by Aqua Texas, in whole or in part, require the prior written
consent of the other Parties. Any assignee must assume all obligations of Aqua Texas and any
liability that may result from acts or omissions by such assignee under this Agreement that may
arise or accrue from and after the effective date of the assignment.
5.12 Breach Notice and Remedies.
(a) If any Party commits a breach of this Agreement, a non-breaching Party shall give
Notice to the breaching Party that describes the breach in reasonable detail.
(b) The breaching Party shall commence curing such breach within fourteen (14)
calendar days after the time the breaching Party receives such Notice and complete the cure
within 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 14-day period,
the non-breaching Party shall not bring any action so long as the breaching Party has commenced
to cure the default within such 14-day period and diligently completes the cure within a
reasonable time without unreasonable cessation of the work.
(c) 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 an action under the Uniform Declaratory
Judgment Act, specific performance, mandamus, injunctive relief, and other remedies described
in this Agreement; provided, however, that the non-breaching Party shall not be entitled to
terminate this Agreement and each Party specifically waives any right such Party has or in the
future may have to terminate this Agreement. It is understood and agreed that no Party shall seek
or recover actual, consequential or any other type of inonetary 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.
Water and Wastewater Utility Services Transfer Agreement — Page 11
5.13 Exhibits. The foliowing exhibits are attached hereto and incorporated herein:
Exhibit A Map of the Alpha Ranch District
Exhibit A-1 Legal Description of the Alpha Ranch Property
Exhibit A-2 Legal Description of the CTMGT Tract
Exhibit A-3 Legal Description of the Ryan Trust Tract
Exhibit A-4 Legal Description of 160.8963 Acres of Land in the Alpha Ranch District
in Aqua Texas Sewer CCN No. 20867
Exhibit B Map of the Brookfield District
Exhibit B-1 Legal Description of the Brookfield Property
Exhibit C Map of the Shale Creek District
Exhibit G1 Legal Description of the Shale Creek Property
5.14 Effective Date. This Agreement shall be effective upon execution by all Parties
(the 'Bffective Date").
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Water and Wastewater Utility Services Transfer Agreement — Page 12
ATTEST:
Corporate Secretary
ATTEST:
Mary J.
,�� �� � ��.'��?���
�. � ��
!�. , � . �� ;�
�
AQUA TEXAS, INC.
:
CITY OF FORT WORTH
�
By. �-
Assistant City Manager
Date: � ��� �
APPROVED AS TO FORM AND LEGALITY:
�
� ,�� - `L / ;
Assistant City Attorney
�- � I "✓`'' ,�G-'
C����'���- �u�}z�ax�z�tion
i �� - P 3 � `
D�te
�iFFIC1AL RE�CR�
CITIf $E�R�TARY
F% VYR�It'�'H� ?X
Water and Wastewater Utility Services Transfer Agreement — Page 13
Contract Compliance Manager for the Water and Wastewater Utility Services Transfer Agreement.
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.
�`-'Gz--� , _ — `��ti 5! �
l
Name of Emplo�e — Wendy Chi-Babulal, EMBA, P.E.
�
Water Plannin evelopment En in� eerin�Mana�
Title
OFFICIAL RECOR�y
CITy SE�I�ETA�RY
FT. W�ltTli� Tj( i
BROOKFIELD FRESH WATER SUPPLY DISTRICT
NO. 1 OF DENT4N COUNTY
f/Wa Sou�h Denton Caunty Water Control
and Improvement District No. 1
�.-',
$y; r �
�,
Nataae:. �-���''� %��'� � r'YJvYr
Vi e� pxesident, Boaxd of Super�visors
. , _�
Date: ,� � ,� �� r
ALP�iA. RANCH FRESH WATER
SUPPLY DISTRTCT
OF DENTON AND WISE COUNTTES
I�
Name:
President, Board of Supervisors
Date:
N�RTH FORT WOTtT�i WATER
CONTROL AND IMPROVEMENT DISTRICT
4F D�NTON AND WISE COUNTIES
I:
Name:
President, Board of Directoxs
Date:
Water and 'Was�ewater Uiility Services Trans%r Agreernent — Page 14
SOUTH DENTON COUNTY WATER CONTROL
AND IMPROVEMENT DISTRICT NO. 1
By:
Name:
P esr ident, Bdard of Supervisors
Date:
ALPHA RANCH FRESH WATER
SUPPLY DISTRICT
OF DENTON AND WISE COUNTIES
By: �"`i
iv
Name: C�.r,c.�Pf �,�.y,�l
President, Board of Supervisors
Date: � / �1�
NORTH FORT WORTH WATER
CONTROL AND IMPROVEMENT DISTRICT
OF DENTON AND WISE COUNTIES
By; `/ V
;� �
1f � ���,.
Name: �1 � . ,'��7��t�'fi'�
Pre$ident, Board of Directors
Date: 1 ��`�— `�
Water and Wastewater Utility Services Transfer Agreement — Page 14
Exhibit A
Map of the Alpha Ranch District
Exhibit A to Water and Wastewater Utility Services Transfer Agreement — Page 1
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- ------------�----...--- -------- - -�--------�-----�--------------�--�------ �----�------...---�------ ---� - � -
_......_..._'_....__"'_'_""___."'...""'_"""""""""_""'."""..."'......_._.."_"'__"'_"'__"'.......""'......_"".._.......__".
Exhibit A-1
Legal Description of the Alpha Ranch Property
Exhibit A-1 to Water and Wastewater Utility Services Transfer Agreement — Page 1
r� �
LEGAL I�LSCRIPTIOI�
ALP7-?�� R,�NCF�J WATER CONT�ti.OL
& IMPROVBMENTDISTRTCT
OF
D�NTOI� COUNTX
�3ein� a tract of land siYuated in the 7oshua 7Cing Survey, Abstract Number 712, and the Wm. Crafiield
Survey, Abstract 1�Io; 332, and i:be Tl�ornas :PeopJes Surve�, Abstraet No. 677, in Wise and Denton
Counl•ies, Texas; and being a part of thal tract of land as described by deed to Alpha itaneh,� �td. as
recorded in Volume 4G45, T'age 306, Real Property Records, Denion County, Tex�s, and aIl of those
irachs ofland as described by de�d to V✓RR Propertses; 7nc, Trustee, as recorded'in Volumc 4�009, Page
885, and in County Clerk's Filing ?�urnber 2005-30278> Real Property Records, .i)enton County, Texas,
and bcing more partieularly deseribed by metes and bounds as foIlows; .�
BEGTNNING �t a concrete monument found at the most weslerly northwest comer of said AIpba Rench,
r td, iract, said monumont also beinb in •the south Ilne of that tract of Jand as described by'deed to C.B.
Griir"ath, and wife 7une Lart�e Gr�ffet�, as recorded in VoJume 215, Pa�e b32, Offieial public Rccords,
�Vise County, Texas, and tbe northcast corner of thzt iract of land as desenbed by.deed to Scott Kel)y, as
recorded in Volume 243, Pa�e 4$5, Official Publie Racords, Wise County; Texas;
�S�GNCE S 89°59'�2"E, 3748.59 ieet with a norCh line of said �Ipha 1�anch, Ltd,'tract, and the south
line of said GrifF�tn tract, tc a%z inch iron rod found; '
('�1 THENCEt N 00�28'S4"E, 1983,23 .feet with a wGst line•of said A1phA'Ranch, Ltd. tract, and thc east
��J • iine of said Griffeth tract, ta � to a Sl8 inch iron rod found with cap stamped "Brookes Baker" at�the most
northcr7y northwest corner of s�.id Alpha Ranch, Ltd, tract, und the souihwest comer of that tract of l�ind
as described by deed to Jerry Luecl<, as recorded in Vo]ume 421, Page 617, O�cial �'ublie Kecords, V✓ise
County, Texas; ' ' . .
'Z'�SENC�+' S 89°15'25"E, 667,97 feet with a, north line ofszid Alplia Ranch, Ltd, tract, and Che•south
line of said Jcrry Lueck trncl', to a crcelc; ' � • ,� .. .
TH�;NC� with themeknde.rs o�'said creelc the fo1lo�+ingbear•ings and distances;
S2l°51'.0?,"W, 83.G8 feet;
S 54°40'S2"W, 95.59 feet;
5 t3°0�'S6"B,'80.�6 feet;
S 65°2%'S4"�, 6�.45. �eet;
S 47°2G'i6"�, 57.80 Ieet;
S 28°42'02"E, 1U5,30 teet;
Page 1 of 6
i ��� � �
� ... S OZ°44'39"E, 94,64 fect; ' .
S 49°l0'47"E, 74.12 ieet;
. S 80°53'l 8"E, 62.38 feet; , �
S 84°33' S� "E, I 46, 84 feel; '
� N 75°0�'57"E, 79, IO feel; , •
l�t 43 ° 10'37"B, 53.91 feei; •
N 54°C3'4�"E, 125,14 feet; ' '
N 27°53' J 1"E, 104.92 feei; � �
• �N 78 ° I 8' 12"E, 86.64 feet; . '' .
S 66°26'4G"E, 57.2� ieet; � •
� . S 22°14'S6"�, 114.1.5 feet; � • '
� ' S 1�° 17' J 9"E, 86.09 feet; , � •.
..J •
S 88°25'12"E, 106,06 feet; � . • . • .
S 63°53'12"�, 138.13 feet; �
S 58�26'48"B, 262.05 feet; � � � • ' .
S SS°48'34"E, 171.�3 fect; . � � . • ,
. 5 34°24'41"�, 168.68 feel; , • • �
' S I5°>8'S4"E, 119,44 feet; '
S I4°2Q'37"W, 84.66 feel; , _ '
S 35°3�"29"W, 71,63 T'eet; � , • � �
S 56°Ol'26"E, ; 80.83 f�ct;
S 35°51' 11 "E, l 26, l 6 feet; . , � �
S Gl°08'�9"E, 1>13b feet; � � . • .
Page 2 of 6 '
l/ J (�
,_ J sJ�3���1���� ��FS,G2 feet; . ,
' � 59°36'23"E, 161.53 feet;
S 87°18'42"B, 37.12 feet; • .
N 52°23'02"E, 39.69 feet; � ' • .
N l8°48'42"G, 128.13 feet; ,
� N 24°13'57"VJ, 12S,G3 feet; • . •
N 45°29' � 9"E, 91.?5 feet; '
, N 65°Ot'21"E, 19�.09 feet; . '
S $2°22'IS"E, 4$.54 fect; • �
S 35 °32' 13 "E� t 24.32 feetT , � �
� � . S 53°43'S4"�, 51,77 Teet;
S 6i°OS'OS"E, 53.73 feet; �
� N 63��05'09"E, 60. J 7 feet; . • • � ''
S 77°30'20"E, 132.76 feet; . .
. N 88°33'09"E, 6?.58 feet; . ' � � �
� S 41t°26'S4"E, 102.49 ieet;. • � � ,
S 52°53'0.9"E, 236.38 ieet; ' . � • � • •
S �'�9°06' 12"E, 78.57 feet; ' �
S 23°37'05"E, 6G.07 feet; ' �
S 14°i S'04"�, 52.41 feet; � �
S 58°48'04"E, ? 03,79 fee?.; . � .
' S 78 °26'08"B, � 1.84 'Fcct; . • .
� N 62°35'S6"E, 153.25 feet; •
Page 3 of 6
( ^ � . N 62°35'41 "B, 11$.27 f'eet; � ' '
N I3�12'33"E, 154,69 ieet;
, N 72°48'57"�, 123.51 feet;
S �6°56'26"E, 55.27�ieet; ' , '
S 87°O1'11"r, 93.09 feet; ' ' � , � �
S 67°47'08".E, 78,26 feet; � '
� S 85°1 T39"E, 140.70 feet; ' �
. S 83°13'5l "E, 138.75 feet; •
S 65°06'26"B, 89,�J0 Teet; � � '
5 54°31'S0"B, 56.56 fee?; � . • , •
S 36°5a'37"�, 25.95 feei; � �
S 3&�40'30"B, 26,17 feet;
� S 76°OI'43"B, 30,�� feet; • .
. N 60°41'45"B, 56.56 feet; '
S 83°3�'24"F� 124.76 feet; , �
N $8°3G']0"E, 184,82 feet; ' . ' ' . .
� N 83°11'.10"r, 91,86 feet; � . ' � '
N56°5,7'16"E, 85.59 feet;
N S8°33'07"i, 95.75 feet; . • '
S 89°S3'�-2"E, 137.63 feet;
S 58°l3' 12"F, 156,99 feet; . , � .
S 32°55'S5"E, 63,]0 feet; � . '
�J
Page 4 0£6
�'� S 76°44'2�"�, 1? G.f30 feet to Che e�st line of said Alph� P�:anch, Ltd. tract, and the wesi line
of aforementio»ed �%�RR rroperiics, Inc, Truslee traci, recorded in County Clcrk's r:ling 1lumber �
2005-30278, Real P�•operl�� Records, Denton Counfij�, Texas;
TFI�t�' C� N 00°33'28"r' u�ith the cast line of said Alpha Raach, Ltd. traol•, a:�d the viest line of said
V�r?LR Propertics, 7nc. Trus[ee tract, at 7.27 feet passing a%z inch iron rod found fo7 thc northwest
comer of s�id WRR Properl•ies, Inc. Truste� tract, and the south��resl corner of aforementoned
��RI'. Pro�erties, Ina Trustee icact, as i'ec�rded in Volume 4009, Puge E85, P�eal Property ltecords,
Denton County, Texas, and eontinuing fox a kotal dist�nce of 2057.9� feet to a% inch iron rod
found wt the northwest comer of said WRR Properties,,I�ic; Trustce traci, and fhe northeast eomer
o* said A:1pha Ranoh, Ltd. tract, said iron rod also being in the souEh righ#-of-way line of State Highway
Il�;
TkSENCE{ S 88°49' l3"E, 2874.69 feet with the �orth )ine of s�3d WRR Properties, Tnc, TTustee
traet, and the south ribhi-oi-way tinc of State �iigt!way 114, to a Yz inch i.ron rod 'Found in John pay
Road;
TH�NCE S 00°53'29"Vir, 2588.79 feet witll t�e east line of said WIZR Properties, Ina Trustee
tract, and with said John Day Road, to a%z inch iron rod found at th'e southeast oomer of said
WRR Properties, Tne. `Crusiee tr,�ct; �
, THENCE N 89°3A�'S2"W, I93G.22 fee[ with �e south line of said WRR Froperties, Ina Trustee
tract io a%z inch iron rod found at an ell eomer zn �ie s�uth lir.e of said V,!RR Propertics, Inc.
� 1'rustec tracr, and at the soatheast corner of aforerzme�fioned WI2�. Properties, Inc. Trusiec fract,
'`-' recor•ded in County CIerY's Fi?inb Number 2005-30278, Rea) Property Records,, Denton County, Texas;
� �
�
TI��N C� N 89°OS I 8"W, 923.25 feet with the sout`_� line of 'said WRR Properties, lnc, Trnstee
tract to a%Z inch ixon rod fiound at the southwest comer of said WRR Properties, Inc, Trustee fxact,
and Ch� southeast comer of said Alpha Rancr, Ltd. tract;
T�-ZEI�TCG N 8J°31'SG'W, 23�,b? ieet x�ith a south line of said Alpha I2anch, Ltd. tract, to a 3/8
'inch iror rod found, 4t thc northeast comer of Songoird f�ddition, as sho'wn on the pl�t recorded in
Cabinet T-T, Pabe 83, T'lat Records, Der.ton Cotntyf Texas; .
'�'�SENC� l� 88°35'42"W, 227 3.53 feet, conCinuing vrzCh the:south lzne of said Alpl�a Ranch, Ltd,
fract, and the nort?� line of saic Songbird Addition, to a�/2 ineh iron rod Found at the �orthwest comer of
saio Songbird Addition; •
T�I�?�C� S 00°�T29"W, 1503.31 :Ceet wiih a east line of said Alpha Rauch, Ltd_ lract, and the
west line of said Soirgbird Additian, to a I/2 incr iron rod found at an el! eorner in a east line of said
Alpha �tanch, Ltd, h•act, and 'in the norl•h Jine of Lok 27, said SongUird t`ddition;
TTZ�I\'C� S 87°50'.4] "W, 4?_4.43 fcet ��ith a r_orth lins oi'said Alpha Ranch, Ltd. tract, and the
north line of said 5ongbird Addition, to a i/2 inch i�'on rod found al• an e11 comer in a Cast 2inc ofsaid
.alpha Ranch, LYd, traet, and al the norlhwesl� coirier of Lo127, said Songbird Addition;
Page 5 of G
� , � 4
�� � � T.T-iENCE S 00°49'40"W, 41 G2,8 i feet wirh a cast' line of said Alpha R�nch, Ltd, lract, and the
west line of said Son�bird qddition, to a 1 inch iion rod found aT the southeast comer of said Alpha
R;anc6, T,td, tract, and the southwest corner oi Lor J 6B, said•Sangbird Addition; said iron rod also being
in the north line of that tract of l�nd as described by deed io One 5R, L.P., and recorded in Vo�ume 5053,
Page 2347, Rea! Property T2.ecords, Aenton Co�nty, Texns;
T�TE1�C� S 89°(2'3T'W, i OSI,4G feet with the south ]ine o'f said Alpha Rnneh, �Ed, traet, and the •
north line �f said One SR, L.1', tract to o%i ineb pipe found; • •
T�SE1�C� S 89°21'S3"W, 4344.26 feef contivuing with t(�e south line of said A1pha Ranah, Ltd,
traat, anci. the no;th line of said One SR, L.P, lrack, to a'lz inch pipe found flt the norlhwest comer of'said
Onc SR, T..P. tract, and the northcast comer of t>>at tract ofland es describcd by dced to ?�ary Jane
Bcnnett, as recoraed in Volume 9l 1, Page �36, Official Pup?ie Recards, 'Wise County, Texas;
T��ENCE N 88°35' 15"W, ? 64929 zeet cot�tinuing with l'he south line of said Alpha Ranch, Ltd_
tract, and'the north line of said Mary Ja*�e Bennett tract, to a%z inch iron rod found at the southwest comer
of said Alpha Ranch, Ltd, fract, and at the nor�hwest comer of said Mary 7ane Bcnnett trnct, said iron rod
also being in *.he �as: line of that tract ofland as described by deed to Blanche Hutcherson Day, as
rec�rded in.Volume 127, P�ge 184, Offici�l �'ublic Records, Wise County, Texas;
T�IE�i�ICE� N 00°39'4�0"E, 4658,03 feet with th� west line of said tllp�a Ranch, r.td. tract, and ihe
cast line of seid Blznche Hutcherson Aay tract to a concrete monument found, said concrete monumeni
found also bei�l�; the southe�st comer ofthe aforementioncd ScottKelly traet; '
,� T�ZENCE N 00°30'S7"B, i 320.68 r"eeE continuing with the west line of said Alpha Ranch, Ltd,
tract, and the.east line of said Scott Kelly traFi to the pOINT 0� 73�GZi�tNTNG and containing
' S6,355,137 sqnare ieet or 1293.736 acres of land more or less.
Page 6 of 6
Exhibit A-2
Legal Description of the CTMGT Tract
Exhibit A-2 to Water and Wastewater Utility Services Transfer Agreement — Page 1
DON W. HICKEY, RPLS, ISLS
ALAN W. HICKEY, RPLS
GAREY W. GI�LEY, RPLS, LSI.S
CONSULTAN7
Januazy 10, 2012
Page 1 of 7
Field notes for:
ESTABLISHED i880
BROOKES BAKER SURVEYORS
A PROFESSIONAL CORPORATION
TITIE AND TOPOGRAPHIC SURVEYING
930 Hickey Court
Gra�bury, Texas 76049
817-279-0232
Fax 817-279-9694
BROOKES BAKER (1902-1955)
JOHN F. BAKER (1924-1985)
S.J. BAKER (1927-1999)
FRED M. MORRIS (1936-1999)
Parts of the JOSI-IUA ICING SURVEY, Abstract No. 712, the THOMAS PEOPLES SURVEY,
Abstract No. 677 and tlie WILLIAM WALLAC� SURVEY, Abstract No. 1434 situated in Vv'ise
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 llenton
County, TeYas and a portion of the 15 acres traci described in ihe deed to Alpha Ranch, Ltd.
recorded in volume 982, page 770 of the Official Records �f Wise County, Texas and described
by metes and bounds as follows:
The basis lor bearings is the Texas Coordinate System North Central 7oi�e NAD 83 ( 1993 ). The
lengihs shown hereon are horizontal ground lengths. To convert horizontal ground lengths to grid
lengths multiply by 0.99.9834271. Ali 5/8" capped irons set called for in this. description are
marlced ( BRDOKES BAKER SURV�YORS ).
Commencing at a'1�" iron found for the nortlieast corner of sai.d 1302-325/1000 acres tract and
for the northeast coiner of ihe 7-467U10000 acres tract described in the deed to the State of
Texas recorded in Docuinent No. 2009-94264 of tlle said Real Records and run, along the east
line of said 1302-325/1000 acres tract south 00 degrees-00 minutes-47 seconds west 1005-27/1 U�J
feet to a 5/8" capped iz•on set foz• the inost easterly northeast and be�inning coi-ner of the tract
being described.
'I'hence south 00 degrees-00 nlinutes-47 seconds west, continuing along the east line of said
1302-325!1000 acres tract, 1061-�3 /100 feet to a Si8" capped iron recovered on the bank of a
creek.
Thence northwesterly, along the banlc of said creek, the following:
north 77 degrees-17 minutes-OS seconds west 116-40 /100 feet to a 5/8" capped iron
reco��ered;
north 32 degrees-28 mulutes-35 seconds west 63-1 i/i00 feet to a 5/8" capped iron
recovered;
norih 58 degrees-45 minlrtes-52 seconds west 157-02 :'IQO feet to a 5/8" capped iron
recovc.red;
south b9 degrees-33 minutes-37 secoi�ds west 13I -65 /100 feet to a 5; �" capped iron
recovered;
south 57 degrees-15 minutes-12 seconds west 181-36 /l0U feet io a 5/8" capped ixon
recovered;
ESTABIISHED 1880
BROOKES BAKER
SURVEYORS
Januaiy 10, 2012
Page 2 of 7
T'ield notes for:
south 82 degrees-38 minutes-29 seconds west 91-87 /100 feet to a 5/8" capped ixon
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 ininutes-04 seconds west 56-57 /100 feet to a 5/8" capped iron
recovered;
north 76 de�rees-34 minutes-24 seconds west 30-97 /100 feet to a 5/8" capped iron
recovered;
north 38 deb ees-19 minutes-29 seconds �vesi �3-12 /100 feet to a S/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 inuiutes-07 seconds west 89-OI /100 feet to a 5/8" capped ixon
recovered;
north 83 degrees-46 minutes-32 seconds west 138-77 /100 fcet 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 7�-27 /100 feei to a 5/8" capped iron
recovered;
north 87 debnees-33 minutes-52 seconds west 93-10 /100 feet to a 5/8" capped iron
recovered;
north 87 degrees-29 minutes-07 seconds west 55-281100 feet to a 5/8" capped iron
recovered;
south 72 degrees-16 minutes-16 seconds west 12�-53 /100 feet to a S/8" capped iron
recovered;
south 12 debnees-39 minutes-52 seconds west 154-72 /100 feet to a 5/8" capped iron
recovered;
south 62 degrees-03 ininutes-00 seconds west 118-29 /100 feet to a 5/8" capped iron
recovered;
soutl162 degrees-03 minutes-15 seconds west 153-28 /100 feet to a 5/8" capped iron
recovered;
north 78 degrees-58 ininutes-48 seconds wesi 61-85 /100 feet to a 5/8" capped iron
recovered;
north 59 degrees-20 minutes-46 seconds west 103-81 /100 feet io a 5/8" capped iron
recovered;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
Janua�y 10, 2012
Page 3 of 7
rield 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 deb ees-38 ininutes-53 seconds west 78-58 /100 feet to a 5/8" capped iron
recovered;
north 53 degrees-25 minutes-50 seconds west 236-42 /1Q0 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-Ol seconds west 132-78 /100 feet to a 5/8" eapped iron
recovered;
south 62 degrees-32 minutes-28 seconds west 60-18 /100 %et 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 deb ees-16 mimrtes-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;
souti7 64 degrees-28 minutes-40 seconds west 195-13 /100 feet to a S/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 m'rnutes-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 io a 5/8" capped iron
recovered;
south 51 degrees-50 ininutes-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 io a S18" capped iron
reeovered;
January 10, 2012
Page 4 of 7
Field notes for;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
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 S/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-Ol 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 io a 5/8" capped iron
recovered;
north 16 degrees-31 ininutes-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 feei to a 5/8" capped iron
recovered;
north 51 degrees-40 minutes-08 seconds west 80-81 /100 feei to a 5/8" capped iron
recovered;
north 64 degrees-25 minutes-53 seconds west 138-15 /100 feet to a SI8" capped iron
recovered;
north 88 degrees-57 minutes-53 seconds west 106-08 /100 feet to a 5/8" capped iron
recovered;
north 19 deb ees-50 minuies-00 seconds west 86-11 /100 feet to a 5/8" capped iron
recovered;
north 22 degrees-47 minutes-37 seconds west 114-17 /140 feet to a 5/8" eapped iron
recovered;
north 66 degrees-�9 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 ixon
recovered;
south 27 degrees-20 minutes-31 seconds west 104-93 /100 feet to a 5/8" capped iron
recovered;
soutl� 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 IlQO feet to a 5/8" capped izon
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 1100 feet to a 5/8" capped iron
recovered;
north 81 degrees-25 minutes-58 seconds west 62-39 /100 feet to a 5/$" capped iron
recovered;
north 49 degrees-43 minutes-28 seconds west 74-13 /100 feet to a 5/8" capped iron
recovered;
north 03 de� ees-17 minutes-20 seconds west 94-66 /100 feet to a 5/8" capped iron
recovered;
north 29 degrees-14 n�inutes-43 seconds west 1 OS-31 /100 feet to a 5/8" capped iron
recovered;
north 47 degrees-59 ininutes-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 mimrtes-37 seconds west SO-48 /100 feet to a 5I8" 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 soutlz line of said 15
acres tract.
Thence north 89 deb ees-55 minutes-17 seconds west, along a north line of said 1302-325/1000
acres tract and the south line of said I S 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 fihe deed to the Staie of Texas recorded in volume 762, page 593 of the said
Real Records of Wise County, Texas.
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
.�2S1U2Ty 1 Q, 2� I Z
Page 6 of 7
Field notes for: ( continued )
Tl�ence northeasterly, along the south Iine of said 3-662/1000 acres tract, the following:
noi-th 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 mintrtes-48 seconds east 520-15 /100 feet to a S/8" 'rron found for the
northwest corner of'the 30 feet by 60 feet save and except tract described in the deed ta
Roy L. Ryan recorded in Docurx�ent No. WD 278795 of the said Real Records Wise
Coiulty, Texas.
Thence south 00 degrees-10 minutes-11 seconds west, along ihe west line of said save and except
tract, 59-97 /100 feet to a 5/8" iron found.
Thence north 89 debrees-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 traci,
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 ixact, 2661-82 /100 feet to a 5/8" capped iron recovered for a re-e�ltrant comer 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 lract, 301-75 /100 feet to a 5/8" capped iron set foz the southwest corner of the said 7-
4671/10000 acres Cract at the beginning of a curve to the left having a radius of 5849-58/100 feet.
Thence southeasterly, along the south Iine of said 7-4671/10000 acres tract, the following:
along said curve to the left an arc length of 7G7-69/100 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;
soutli 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.
ESTAB�ISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
Page 7 of 7
I'ield notes for: ( continued )
Thence south 89 degrees-28 miznrtes-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
witllzn 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 �nound December, 2011.
BROOKES BAKER STJRVEYORS
��1� �
Don W. Hickey -�
,�� .OF ;
.�P....:�STF
�:;:C' _ 1� _
�
Exhibit A-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 Aipha 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 1/2" 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 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 A-3 to Water and Wastewater Utility Services Transfer Agreement — Page 1
Exhibit A-4
Legal description of 160.8963 acres of land in the Alpha Ranch District
in Aqua Texas Sewer CCN No. 20867
Exhibit A-4 to Water and Wastewater Utility Services Transfer Agreement — Page 1
I' 1::1 C"1 i :
L'ciii� :� (;�ut•t ur �a::rr�•I ui t;,i�ii situ<:lccf i!i t?ir ,10S1-IU:� 1�1\L' SUJiYt:l', :�i�J"t'i:;�C;'1' Rl). ?!"L, t)cittun Cqunt��,
"1'�•x,�s, 1�rEi�_; f':u•l �:i9' ! G!.��? ::rres .urt��uYcd U)' �\ev:ttl:� I3rU�rer, :i �ti'iCIU',v to l�9iltu�t r�.. ��ti.insun atitl ti+�il'i�, 1-lt�lcn C:��•c���
;�lkii�s!�n :�s rccur�Jr�! i�: \�ult:ine 73:;� �';i�„�, "�a. OcccJ 124c�vrcis, llcnlun C:uunty, `I'cx;:s ai«1 iicinti n�urr �ia�'ti�uLu•I�
?!cSit'!I�cII :n !��Ilti�rs:
C.'[_>!\'lill!C!�t. !:1'(.; :�i tl�� !\�rrtii,:�,t curnrr ul �uicl !GI.'1' ;ict'.� in !!�t cci�:rr' ui'St;tt:• t•li�rhi�;��• ! I-{:
!'i 1:C:\'C'1�. ��:urh UU �le;{rc�•� �li� r�i:i�:ivs -t.7 srcun�!s 1\'ci(, >U.UU 1'cct W:i Ii' ir�c!� irur. �'�tt i'i,un;l :�n�l i!t�• ��c�in� ul
L��yiniu��,�, s:u��c l7cin�� i!� thc S�iu(!i ri�,h! u� 1v:ti' littc UI St;�tr ('lirylttv<i.� R(t. I 1-7 :�ntl in (I�o !:::�t lii:r Uf an :is(itc�lf rt�au;
'('1�11�:1C�'i�: tiautit i)U ii:•�,rcc� 4j itiinu�r.s �I�I secunds 1Vcst, :� cli5c::nCc of 2�85.7� fce( �vitli s:tic) „r:i�•c( ro>�i.' to :� I!'_ inrl�
irvn ru�l 1'uuiic! I'��i' �'urnct';
cil: „ . . 1..��i.an;i:,,:i�, ... Ilur 1•..........i.. , :i�•: .
���.�nUnu.�ti�:r, u!���!�.cfu;r ;1 C;(•' ��i,. 123�)li-IC:.1.�
'I�FI (?�\'C'(i \orlh S�� C)c„rcc:s -J.i u�inuccy 13 sccuncls 1�'csC, n distzince of 19ab.i7 ftt( ���rtia�ily a�lun<� ll�r i�'orth ri�;hi c�('
ti��;i� ul�;� ;;r;n^ri ru::ci (u :t ,ii� inch iron rucl fUuncl i'Ur cc�rncr;
'(�11:�:�\C'I•: :�urth OU c)r�rci:s 3�) ininutcs 37. scrvnclS li.n�t, :i distxncC uf 73j.�tU 1'�ct tu a pust fUund I'or curncr;
"I�t il?1'Cl: �uulh ?9 cle:;recs �u minut�s 2U 5ccunils \�Ve;st. u dis(ancc v1�9=� 1.-t7 Ccet tv .t I/2 inch irun rutJ sot f�r curucr:
'I'hiii;\'C'1� i�orth 0(} tic�;rccs 3> ininutc� 42 secattds l:ast, :1 dis[ttnrt u1�2UG1.11 fcct tU a pust founcl Ibr cur'ncr in tl�c
5�>uth ri�lit of��va�� Ii»c' uf SLatt l�li�ti�vaV (�a. I 14�;
'C!!!:\C'1•: Suutli S5 dc�.�,rces >G nZinutes 4� seconils E:.�st, a distance Uf 2b7<<.U3 fcet ��I�n�;.s:iid SUuti� ri;;ht of �v:iy Iina tc�
tlic Nc�int oi' l'',cninuiri:; nncl cOntaiuin� 6,S7a;S32.13 squ�u•c fcc[ vr la"7.$47 :ccresof I:�ri<l, ntorc oi• lrss.
Sf��'f�: :�1'll EXC'[+:P'1' :i (�.ZOZ acre craict of lan�} cunue��ed (o Steve l3abcocl:, by Speci.rl l'J;irranty Dct:d daCc�
(�ct>ru::rY 23, 2(.it};, lilccl Juue IG, ZUOS, rccurdc•c! undcr lrittrunirn! \'v. 3UOS-6�3)3, u!'tl�c Ite:il f'ropirty 12i;cc>rds of
Uenio!i C:i;i,�ity, �I'cx;ts.
I�UI�'I�l(E:It S:�\'l? r�11) I•:X<:1�:!'�('a t).'_03 ::err tr;�ct c,!'I:in!I cG!tvt:ytrd tt� l;rn t3urnsitic. �;y Surcial Warranry Ucci!
�I:itcc! :l•Iarr(a J, ?l)l�"', i�ilcil Jt:nr l6, 3UU5, rccurc!c�) uudcr liistrun�ent :\'o. 2UUsi-G>3)a, uC tl�c Itcal Pruperty l:ccvriiti ut'
I)rntun (:�>unt)',�l�c�:+s.
f�t!1�'CIIf:iZ S:�\'l::\\'I) I:XC'I:I''I�:i l>.2UZ c�crc U•;i�t ofl:in<! can�cyctJ [v (';(ii<ibcth C;atrth, i)y Spc•�i:il ��':irr:int}' I�re�l
il:�ti•cl :1�i:�rcli 30; 300�, filc�l Junc ! u, 3UUS, rrcc�rciccl uncicr lnstrurncnt 1u. 30115-6�3'J�, of tlii• t2c:�1 I'ru��crty Kccurds
�,f Ucntuu C.;unntl'> �("cs:�,.
I�I;IZ'i'}Il•:It �Al'I•: :�1'I) Ii.\C'1:1'"f':: U.3U? :icrr tr;tct uf Ia�n�7 convcyccl Cu iVlairl' I:c��cs, b)' Spc�rial 4V:�rr:+i�t�' I)ct��
�in�cil :\��ril 13, 3i1U7, lilr<I Juuc 1(i, �UOS, rocurclec! undur lnsU•u�ncut (�'u. 30U5-G$?q?, pf Ihc lZca�l 1'ruprr[}� Itecur'ds ul
1)cntuii ('uunl)'. �l�c�a,.
f� L1R'I'1•I f•:K �:�`JE :��1) l:\C�h:P'1' a�).'_3J`.} :icrc tr;,ct aC i:inci convc.�c�l tu tlic St:itc c�f "t'rzas. by Occd d;ytc�t AuFusi 7,
3U09. 1'ilccJ :�u�„usl 2U, ?U(19, I'��urc1�•cl unilcr lnilrunicnt i\u. 2UU�-IU0�71, ul'titc l:cail I'ruperty ltccurds uf Dcutw�
l.:uu ti t y, 'I'cs;is.
F'Ui.'"1�1 [L;R �:�V[: :�Nt) !s\i:!?1'"I' �: 0,=�20 ��crc U�act o!' Ianc1 c:onvc��cd [o lleuton Cauniy, 'I'u�as, bY Spaii.it \�'a�rrau�ty
Dcrcl �I;�teci Scpte�nl�cr _, 2Oit), 1'ili;ci Uctc�ber 3G, 3UIU, rccurclecl under lnstrutnent i�o. ZUIO-1U71 (2, uf [lie 12c:ii
I'r�,���•rt}' I:ccurc)s of llciitvn C:ucnttl�, "I�ex:�s.
t� U1;'!'I Il?1: SA�'t�: A\ll L\CC;1'"1' a U.'_L12 aicrc tract of lr�ucl coiiti�c}�cd io lss:ic Lcnlinc, I>}� S��c�ial NJurrau�ty llci•�
cl:itcc! 1�]av':, 2U1 1, CiJ��cl .�u„us� �, ZUIl, rccorcl�d undcr instr•tnnci:[ No. 2U11-?.i0a�l, Uf'tfic Itcal Properq' Rceur�ls
ui' 1)cntun C:uiinll', �I�cx::s.
'I�1:�,C"f� ':
L'L•:t\(; a tr:ict ul'l;incl situutccl iii lhc JOSI•I1.�;1 K111G 5UlZVI?1`; .11;5`CtZ:�C�I''�U. ?12, 1)cnloil C:utinl}','I�c�:is,:�ntl
i�cin;� :� (i::r� iif u tract ul� I:iud re�n��c}�c�J (ci tiliaru�i :\nn E19cC'ulEUcli-�Vcli�, t�s rccurdc(J in \jvlun�c �tOUy, !'ngc 2:}U i>f lhc
[)c�il ltcrurcls uf t)cntun Cou�it}':'l�c�ais:ind bcin��, mvrc p�trticulr:rly clescribcd us I'ulluws:
�'O1V1;Vlis`�'C1NC :st thc i\'urtliu:is( corncr uCa U'act ol'lancJ i�unv�yc;cS W�'tiltun :1. :�tkinsun ��• ciced recurcJc�l iu
�'t�lu��ic 7_i4, N:i�,c ;>�1 uC thr t)ci�c� ltccarifs, llcn[on Countl', �I�c�;ts :u�d bc:inr in thr c•cn(rr ul'St:�ir tJi;;h���:�}• t 14.
'I�hcncc �uuti� OU �Ic;,rccs -7i niinutc� �'-1 sccoutis ti'Vcsi, a distuucc of 3,G38.?� fccf. �l"licncc !�ur(h S9 dc�tircrs �t i ntinulcs
13 sccUnilt li'vst, :� clist;�nce ul' 1,4?G.i? fi:�l lc� :�tt �;S it7Cl� irun rucl fGunci lur corncr, s:�id ��uint bcin;; (I�e \c>rthcrly
�uutlir:ui c��rncr ui' i:�itl ti'lrC'ullurli•\�'clis Sr;iC(;
i'': f, c ?
PUK:�9 I'--: i.u�uiui:u�cni ;ur'I'itlr ina-ur:�itcc
t.'v:tt:;;u��tic�n uCS::I����iulc :�
CiI• Nc� l3S`Jli-IC:J:\
�I�1-i l�:!\'C1� Nurth �9 cir�rcrs I! ininutes 39 sccoucls \�1'�s�, .�Iun;! the 1oi-tlicrly Svuth linc ul�suid tY]cCullorh Ir:�cl, :�
�list:incc a1 �122.5.� fci•t tt, :u� li2 iri�n rod sct fur curncr;
f'i l I•:\'C'I? !\urli� iiU cic��rccs'_>> mii�ulcs a2 srconds l:a�st, a<listnncc of »7.Jt !'cct [U an 1/3 inrl7 iron rod f'ound 1'or
curncr:
'I�I I f:�'C'I: :\'i,rth i9 <Ic�rcc� iG niinutcs 20 sr�•onds IC:�sc, :t dislarlcc o(' J�31.�l7 i�Cct tu ;t I'i•ncc pusi ftir rurncr;
'I'f•I1�:1C1: �i�utii UU cl�•��rccs :i�J iiti��utcs 32 sorunds 1\'cst, :i distanc� of'3�.�U I�ect I<� thc !'C)IR�!' OI� [3GCtNt\'(�<; :���il
�ont:iini�i�� 13.71 �2 acrc� ur �9?,SG3,3t)3G squ;�re fect ol' I:inc!.
NO"l�l;: "I'h�• Goi�ip<inl' is prt>lii(�i[cd frt�ui iiistiring the a�-c;i or quantity uf the l:ind described hcr�in. ,�ny st<�tenirni
in tiic .ibcivc lc:�al dcscriE�tion oC thc ar-c;l or yuanti[1' ol' I:rncl is uvt :� rc(>rc;scnta(iun [hat such :iruu ur ��uuntiiY is
currc��t, �ut is n�:i�lc u�ily I'c>r iuf'ormafian nnd/or idcntiticaii�il purposcs :tnd ducs not ova•ride Iteiii 3 c�f Schedule l3
Iicrcuf'.
I•l/li:\I I�.: C.uinu:��Wrei1 lur I itic l��:ur:�i�.:r ��`��. •
Exhibit B
Map of the Brookfield District
Exhibit B to Water and Wastewater Utility Services Transfer Agreement — Page 1
----------------�----�--------------------------------------..._.._..----------------�---..._..-----------------------------.._..---- - .-.....
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Exhibit B-1
Legal Description of the Brookfield Property
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
518, Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to
Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records,
Denton County, Texas and being more particularly described as foilows:
BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way
line of State Highway No. 114, a 100 foot right-of-way, at the Southeast corner of said Tract 2;
THENCE North 89 degrees 31 minutes OS seconds West, along said North right-of-way line, a
distance of 1,026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set at
the Southeast corner of a tract of land described in Deed to Willow Bend 114, recorded in
Document Number 2005-8893, Deed Records, Denton County, Texas;
THENCE North 00 degrees 19 minutes 46 seconds East, a distance of 2,518.47 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "5439" found at the Northeast corner of Lot 13, Block
A of WILLOW SPRINGS SUBDIVISION, an Addition to Denton County, Texas according to
the Plat thereof recorded in Cabinet D, Page 317, Plat Records, Denton County, Texas;
THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a
distance of 13.26 feet to a 1 inch iron rod found at the Southeast corner of a tract of land
described in Deed to Robert B. Logan, recorded in Volume 515, Page 92, Deed Records, Denton
County, Texas;
THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1,563.70 feet to a 3/8 inch
iron rod found at the Northwest corner of said Tract 1;
THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3,160.54 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "EC&D" found at the Northeast corner of said Tract
1;
THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753.84 feet to a 1/2 inch
iron rod with a yeilow plastic cap stamped "EC&D" found at the most Easterly Southeast corner
of said Tract 1;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2
inch iron rod with a yellow plastic cap stamped "EC&D" found at an inner ell corner of said
Tract 1;
THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the
POINT OF BEGINNING and containing 231.579 acres of land, more or less
Exhibit B-1 to Water and Wastewater Utility Services Transfer Agreement — Page 1
Exhibit C
Map of the Shale Creek District
Exhibit C to Water and Wastewater Utility Services Transfer Agreement — Page 1
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Exhibit C-1
Legal description of the Shale Creek Property
31357.21
Exhibit C-1 to Water and Wastewater Utility Services Transfer Agreement — Page 1
LEGAL pESCRIPTION
BEING A 158.396 (CALLED 158.43 ACRES) ACRE TRACT OF LAND SITUATED IN THE SMITH COUNIY
SCHOOL LAND SURVEY, ABSTRACT NO. 1173, DENTON COUNTY, TEXAS, AND IN THE SMITH COUNTY
SCHOOL LAND SURVEY NO. 743, WISE COUNTY, TEXAS, AS DESCRIBED IN DEED TO SHALE 114, L.P., BY
DEED RECORDED IN COUNTY CLERK'S FILE NO. 2004-90440, REAI PROPERiY RECORDS, DENTON
COUNTY, TEXAS, WITH THE BEARING BASIS BEING GRiD NORTH, TEXAS STATE PLANE COORDINATES,
NQRTH CENTRAL ZONE, NAD83 (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS
BETWEEN JUIIAN DAY 253, 2004 AND JULIAN DAY 259, 2004, CALCULATED FROM DALLAS CORS ARP
(PfD-DF8984) AND DENTON CORS ARP (PID-DF8986), AND BEING MORE PARTfCULARIY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 60D NAIL FOUND FOR THE NORTHEAST CORNER OF SAID 15$.396 ACRE TRACT, AND
THE COMMON SOUTHEAST CORNER OF A CALLED 284.67 ACRE TRACT OF LAND DESCRIBED IN DEED TO
J.L. L.OGAN FAMILY LIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FIIE NO. 2004-
66130, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND THE COMMON SOUTHWEST CORNER
OF A CALLED 107 ACRE TRACT OF LAND DESCRIBED IN DEED TO THE HARRY AND JHERRIE LOGAN FAMILY
IIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. 2009-68535, REAL PROPERTY
RECORDS, DENTON COUNTY, TEXAS, AND THE COMMON NORTHWEST CORNER OF A CALLED 107 ACRE
TRACT OF LAND CONVEYED TO 10ANNE M. YOUNG, BY DEED RECORDED IN VOLUME 515, PA6E 94,
DEED RECORDS, DENTON COUNTY, TEXAS. SAID POINTALSO BEING IN THE APPROXIMATE CENTERLINE
OF SOUTH COUNTY LINE ROAD, A PRESCRIPTIVE RIGHT-OF-WAY BY USE AND OCCUPATION;
THENCE SOUTH 00 QEGREES 05 MINUTES 03 SECONDS WEST, ALONG THE COMMON EAST LINE OF SAID
158.396 ACRE TRACT AND THE APPROXIMATE CENTER�INE OF SAID SOUI"H COUNTY LINE ROAD, A
DISTANCE OF 3910.05 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET
FOR CORNER IN THE EAST IINE OF SAID 158.396 AND IN THE COMMON WEST LINE OF A CALLED 26.779
ACRE TRACT OF LAND DESCRIBED IN DEED TO PEGGY MCCURDY, VOLUME 1193, PAGE 586, DEED
RECOROS DENTON COUNTY, TEXAS;
THENCE DEPARTING SAID COMMON LINE ALONG THE SOUTH LINE OF SAID 158.396 ACRE TRACT AND
THE COMMON NORTH IINE OF SHALE CREEK, A 78.605 FINAL PLATAS RECORDED IN CAB{NET B, SLIDE
336, PIAT RECORDS OF WISE COUNTY, TEXAS, AND IN CABINET V, PAGE 374, PLAT RECORDS OF DENTON
COUNTY, TEXAS, THE FOLLOWING COURSES AND DISTANCES:
NOR7H 89 DEGREES 54 MINUTES 57 SECONDS WEST, A DISTANCE OF 40.00 FEETTO 5/8" IRON
ROD WITH A PLASTIC CAP STAMPED "CARTER BURGESS" FOUND FOR CORNER;
NORTH 42 DEGREES 16 MINUTES 04 SECONDS WEST, A DISTANCE OF 1002.94 FEETTO A 1/2"
IRON ROD FOUND WITH CAP FOR CORNER;
I:\SLD\WFXLI800'�WFXLI800\600 DISCIPLINE�613 Survey�613.7 Legal DeSCfIPti0115�WFXL1800 158.396ACRE.dOCX
Page 1 of 3
NORTH 48 DEGREES 46 MINUTES 45 SECONDS WEST, A DISTANCE OF 89.00 FEETTO A 5/8" IRON
ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 57 DEGREES 36 MINUTES 59 SECONDS WEST, A DISTANCE OF 257.�0 FEET TO A 1/2"
IRON ROD FOUND WITH CAP FOR CORNER;
NORTH 42 OEGREES 15 MINUTES 22 SECONDS WEST, A DISTANCE OF 760.73 FEETTO A 5/8"
IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 47 DEGREES 14 MINUTES 36 SECONDS WEST, A DISTANCE OF 1180.74 FEETTO A 5/8"
IRON ROD WITH A YELIOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE
BEGINNING OF A NON-TANGENT CURVE TO TNE RIGHT HAVING A CENTRAL ANGLE OF 03
DEGREES 49 MINUTES 11 SECONDS, A RADIUS OF 275.00 FEET, AND A CHORDTHAT BEARS
NORTH 45 DEGREES 49 MtNUTES 19 SEC�NDS EAST A DISTANCE OF 15.33 FEET;
ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 18.33 FEET TQ A 5/8"
IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 47 DEGREES 43 MINUTES 54 SECONDS EAST, A DIS7ANCE OF 13.33 FEETTO A 5/8" IRON
ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 42 DEGREES 16 MINUTES 06 SECONDS WEST, A DISTANCE OF 160.00 FEETTO A 5/8"
IRON ROD WITH A YEILOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
SOUTH 47 DEGREES 43 MINUTES 54 SECONDS EAST, A DISTANCE OF 223.27 FEETTO A 1/2"
IRON ROD FOUND WITH CAP FOR CORNER, BEING THE SOUTHWEST CORNER OF SAID 158.396
ACRE TRACT AND THE COMMON NORTHWEST CORNER OF SAID SHALE CREEK AND BEING IN
THE EAST LINE OF A CALLED 16.5 ACRE TRACT DESCRIBED IN DEED TO DANIEL AND BARBARA
NANCE, AS RECORDED IN VOLUME 324, PAGE 209, DEED RECORDS, WISE COUNTY, TEXAS;
THENCE NORTH 00 DEGREES 02 MINUTES 26 SECONDS EAST ALONG SAID EAST LINE, AND ALONG WITH
THE EAST LINE OF A CALLED 20.02 ACRE TRACT OF IAND DESCRIBED IN DEED TO DANIEL AND BARBARA
NANCE IN VOLUME 202, PAGE 625, DEED RECORDS, WISE COUNTY, TEXAS, A DISTANCE OF 1594.42 TO A
FOUND 3" POST, BEING THE NORTHWEST CORNER OF SAID 158.396 ACRE TRACT AND THE COMMON
NORTHEAST CORNER OF SAID NANCE TRACT AND BEING IN THE SOUTH LINE OF A CALLED 284.67 ACRE
TRACT OF LAND AS DESCRIBED (N DEEED TO J.L. LOGAN FAMILY LIMITED PARTNERSHIP, AS RECORDED
IN INSTRUMENT NO. 2004-66130, REAL PROPERTY RECORDS, DENTOfV COUNTY, TEXAS;
THENCE ALONG THE NORTH LINE OF SAID 158.396 ACRE TRACT AND THE COMMON SOUTH LINE OF
SAID 284.67 ACRE TRACT NORTH 89 DEGREES 37 MINUTES 10 SECONDS EAST, A DISTANCE OF 2631.54
FEET TO THE POINT OF BEGINNFNG, AND CONTAINING A CAICULATED AREA OF 158.396 ACRES.
t:�sLD�wr�cLlaoo`wFxLisoo�600 Disc�L�r�6is s�ey�5i3.� �ai Descriptions\WFXL1800158.396ACRE.docx
Page 2 of 3
EXHIBIT PREPARED OF EQUAL DATE HEREWITH ACCOMPANIES THIS PROPERTY
..-
Eliiott Pat Busby,�:P.L.S.
Registered Professional Land Surveyor
Texas Registration No. 5561
Jacobs Engineering Group, Inc.
1999 Bryan Street, Suite 1200
Dallas, Texas 75201-3136
Phone 214-638-0145 Fax 214-638-0447
August 11, 2014
�.�G\OF R '.: �
; �,`� � Fo .
...:.......................
ELLIOTT PAT BUSBY
.......................: ...
' A 556'• �•
� '.,yo �e�.
FFSS\0,..
� �n.. ..... �,iC1� �
I:�sLD�vvFxLtsoo�wFxLisoo�600 Disc�Lnv�6i3 s��6i3.� �8l Descriptions\WFX11800 158.396ACRE.docx
Page 3 of 3
BEING A 25.5 ACRE TRACT OF LAND SITUATED IN THE WILLIAM WALLACE SURVEY, ABSTRACT NO, 1434,
WISE COUNTY, TEXAS AND BEING PART OF A TRACT OF LAND DESCRIBED IN A DEED TO SHALE 114, L.P.
RECORDED IN INSTRUMENT NUMBER 2004-90440, DEED RECORDS, DENTON COUNTY, TEXAS AND
VOLUME 1445, PAGE 144, OFFICIAL RECORDS, WISE COUNTY, TEXAS AND BEING MORE PARTICULARY
DESCRIBED AS FOLLOWS:
BEGINNING AT POINT IN THE NORTH RIGHT OF WAY LINE OF STATE HIGHWAY NO. 114 A VARIABLE
WIDTH RIGHT OF WAY AND THE WEST RIGHT OF WAY LINE OF SHALE CREEK BOULEVARD A 110 FOOT
RIGHT OF WAY;
THENCE NORTH 89 DEGREES 44 MINUTES 11 SECONDS WEST, ALONG SAID NORTH RIGHT OF WAY LINE,
A DISTANCE OF 960.70 FEET TO A POINT;
THENCE NORTH 89 DEGREES 37 MINUTES 29 SECONDS WEST, CONTINUING ALON6 SAID RIGHTOF WAY
LINE A DISTANCE OF 262.57 FEETTO A POINT;
THENCE NORTH 00 DEGREES 10 MINUTES 33 SECONDS EAST, A DISTANCE OF 846.02 FEETTO A POINT IN
THE SOUTH LINE A TRACT OF LAND DESCRIBED IN A DEED TO DANIEL L. NANCE RECORDED IN VOLUME
694, PAGE 34, DEED RECORDS, WISE COUNIY, TEXAS;
THENCE SOUTH 89 DEGREES 16 MINUTES 23 SECONDS EAST, ALONG THE SOUTH LINE OF SAID NANCE
TRACT, A DISTANCE OF 1128.47 FEET TO A POINT FOR SOUTHEAST CORNER OF SAID NANCE TRACT AND
BEING THE SOUTHWEST CORNER OF LOT 12X, BI.00K 1 OF SHALE CREEK PHASE 2A, RECORDED IN
INSTRUMENT NUMBER 2007-8072, PLAT RECORDS, WISE COUNTY, TEXAS;
THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT 12X, BLOCK 1 AS FOLLOWS:
SOUTH 21 DEGREES 13 MINUTES 24 SECONDS EAST, 51.79 FEET;
SOUTH 78 DEGREES 57 MINUTES 29 SECONDS EAST, 178.51 FEET;
SOUTH 73 DEGREES 08 MINUTES 42 SECONDS EAST, 82.58 FEET;
SOUTH 35 DEGREES 17 MINUTES 47 SECONDS EAST, 187.11 FEET TO A POINT IN THE
AFORESAID WEST RIGHT OF WAY LINE OF SHALE CREEK BOULEVARD;
THENCE SOUTH 48 DEGREES 17 MINUTES 12 SECONDS EAST, ALONG SAID WEST RIGHT OF WAY LINE
115.03 FEET TO A TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 48 DEGREES 01
MINUTES 23 SECONDS, RADIUS 605.00 FEET AND A CHORD BEARING OF SOUTH 24 DEGREES 16
MINUTES 31 SECONDS WEST A DISTANC E OF 492.37 FEET;
THENCE ALONG SAID WEST RIGHT OF WAY LINE AND CURVE THE �EFT AN ARC LENGTH OF 507.09 FEET
TO A POINT;
THENCE SOUTH 00 DEGREES 15 MINUTES 49 SECONDS WEST A DISTANCE OF 53,42 FEET TO THE POINT
OF BEGINNING AND CONTAINING APPDXIMATELY 25.5 ACRES OF LAND.
THIS DESCRIPTION IS NOT A RESULT OF AN ON THE GROUND LAND SURVEY AND SHOULD BE USE FOR
PLANNING PURPOSES ONLY AND SHOULD NOT BE RECORDED FOR ANY PURPOSE.
DESCRIPTTON
PARCEL 3
DESCRIPTION FOR A 25.87 ACRE TRACT OF LAND OUT OF THE SMITH COUNTY SCHOOL
LAND SURVEY, ABSTRACT NO. 743, WISE COUNTY, TEXAS, ABSTRACT NO. 1137, DENTON
COUNTY, TEXAS AND THE WILLIAM WALLACE SURVEY, ABSTRACT NO. 1434, WISE
COUNTY, TEXAS, ABSTRACT NO. 1405, DENTON COLJNTY, TEXAS, SATD TRACT OF LAND
BEING A PORTION OF THAT CERTAIN TRACT OF LAND RECORDED IN VOL. 4484, PG. 520,
D.R.D.C.T., AND VOL. 918, PG. 280, O.R.W.C.T., AND BEING A PORTION OF THAT CERTAIN
TRACT OF LAND RECORDED IN VOL. 44 PG. 528, D.R.D.C.T., AND VOL. 918, PG. 288,
O.R.W.C.T..
COMMENCING FROM A 3" STEEL FENCE POST FOUND, SAID FENCE POST BEING FOR THE
NORTHWEST CORNER OF BLOCK 1, SMITH COUNTY SCHOOL, ABSTRACT NO. 743, WISE
COUNTY, TEXAS AND BEING IN THE SOUTH LINE OF VOL. 114, PG. 246, D.R.W.C.T., SAID
POST ALSO BElNG FOR THE NORTHEAST CORNER OF VOL. 202, PG. 625, D.R.W.C.T.,
THENCE 5.89° 49'27"E., 2631.65 FEET AND 5.00° 38'19"W., 474226 FEET TO A'h" CAPPED IRON
FOUND IN THE APPROXIMATE CENTER OF SOUTH COUNTY LINE ROAD FOR THE POINT
OF BEGINNTNG;
THENCE S 00° 38'19" W, WITH THE APPROXIMATE CENTER OF SAID SOUTH COUNTY LINE
ROAD, 335.39 FEET TO A 60D NAIL FOUND, SAID NAIL;
THENCE S 49°02' 12" W, 172.16 FEET TO A 5/8" SLICK IRON FOUND IN THE NORTH LINE OF
STATE HWY. NO. 114;
THENCE N 84° 47'29" W, WITH THE NORTH L1NE OF SAID STATE HWY. NO. 114, 419.65 FEET
TO A TXDOT MONUMENT FOUND, SAID MONUMENT BEING FOR THE BEGINNING OF A
CURVE TO THE LEFT;
THENCE WITH THE NORTH LINE OF SATD STATE HWY. NO. 114, AND SAID CURVE TO THE
I,EFT WHOSE RADTUS IS 23038.31 FEET AND WHOSE CENTRAL ANGLE IS 04° 39'24" AND
WHOSE CHORD BEARS N 87° 17'44" W, 1871.95 PEET AND BEING AN ARC LENGTH OF
1872.47 FEET TO A'h" CAPPED IRON FOUND, SAID IRON BEING AT THE INTERSECTION OF
THE NORTH LINE OF SAID STATE HWY. NO. 114, AND THE EAST LINE OF SHALE CREEK
BLVD.;
THENCE N 00° 15'49" E, WITH THE EAST LINE OF SAID SHALE CREEK BLVD, 53.43 FEET TO
A%z" CAPPED IRON FOUND, SAID IRON BEING FOR THE BEGINNING OF A CURVE TO THE
RIGHT;
THENCE WITH THE EAST LINE OF SAID SHALE CREEK BLVD, AND SAID CURVE TO THE
RIGI-IT WHOSE RADIUS IS 495.00, AND WHOSE CENTRAL ANGLE IS 48° Oi'23" AND WHOSE
CHORD BEARS N 24° 16'31" E, 402.85 FEET AND BEING AN ARC LENGTH OF 414.89 FEET TO
A '/z" CAPPED IRON FOUND;
THENCE N 48° 17'12" E, CONTINUING WITH THE EAST LiNE OF SAID SHALE CREEK BLVD.,
594.28 FEET TO A YZ" CAPPED IRON FOUND, SAID IRON BEING AT THE INTERSECTION OF
THE EAST LINE OF SAID SHALE CREEK BLVD., AND THE SOUTH LINE OF REGENT DRIVE;
THENCE S 41 ° 42'48" E, WITH THE SOUTH LINE OF SAID REGENT DRIVE, l 19.51 FEET TO A
'/z" CAPPED iRON FOUND, SAID IRON BEING FOR THE BEGINNING OF A CURVE TO THE
LEFT;
THENCE WITH THE SOUTH LINE OF SAID REGENT DRIVE, AND SAID CURVE TO THE LEFT
WHOSE RADIUS IS 845.00 FEET AND WHOS� CENTRAL ANGLE IS 08° 41'43" AND WHOSE
CHORD BEARS S 46° 03'39" E, 128.12 FEET, AND BElNG AN ARC LENGTH OF 128.24 FEET TO
A 'h" CAPPED IRON FOUND;
TI-TENCE WITH THE SOUTHERLY LINE OF SHALE CREEK, AN ADDITION IN WISE AND
DENTON COUNTIES, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN CABINET
B, SLIDE 336, PLAT RECORDS, WISE COUNTY, TEXAS, AND CABINET V, PAGE 374, DENTON
COUNTY, TEXAS, THE FOLLOWING CALLS:
S 39° 35'29" W, I 10.00 FEET TO A'h" CAPPED IRON POUND;
S 52° 24'28" E, 66.63 FEET TO A'/a" CAPPED IRON FOUND;
S 56° 24'21" E, 66.63 FEET TO A'/2" CAPPED TRON FOUND;
S 60° 24' 15" E, 66.63 FEET TO A'h" CAPPED IRON FOUND;
S 64° 24'08" E, 66.63 FEET TO A'/2" CAPPED IRON FOUND;
S 68° 24'02" E, 66.63 FEET TO A YZ" CAPPED IRON FOIJND;
S 72° 23'S5" E, 66.63 FEET TO A'/�" CAPPED IRON FOLTND;
S 76° 23'42" E, 66.63 FEET TO A Yz" CAPPED IRON FOLJND;
S 80°23'42" E, 66.63 FEET TO A YZ° CAPPED IRON FOUND;
S 83° 17'28" E, 66.69 FEF..T TO A'/z" CAPPED IRON FOUND;
S 89° 21'41" E, I]61.98 FEET TO THE POTNT OF BEGINNING AND CONTAINING 25.87 ACRES
OF LAND.
M&C Review
• � ��
Page 1 of 3
Official site of the City of Fort Worth, Texas
�"CIRfi'�pRTl1
COUNCIL ACTION: Approved on 12/13/2016 - Resolution No. 4725-12-2016 & 4726-12-2016
REFERENCE 12BROOKFIELD, ALPHA
DATE: 12/13/2016 ND : L-15980 LOG NAME: RANCH, SHALE CREEK
AGREEMENTS
CODE: L TYPE: NON- PUB�IC 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,
http://apps.cfwnet.orglcouncil�acicet/mc review.asp?ID=22358&councildate=l2/13/2016 3/2/2017
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.
Fund Department
ID
�M
Fund Department
ID
Account Pro�ect
ID
Account Project
ID
Program � Activity
Program � Activity
Budget I Reference # I Amount
Year (Chartfield 2)
Bud et Reference # Amount
9
Year (Chartfield 2) __
http://apps.cfwnet.org/council�acket/mc review.asp?ID=22358&councildate=l2/13/2016 3/2/2017
M&C Review
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Jesus (Jay) Chapa (5804)
Sarah J. Fullenwider (7606)
Melinda Ramos (7631)
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 L� 1295.pdf
Rvan Dynastv Trust 1295.pdf
Water district alpha Ranch shale creek brookfield Map.pdf
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