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This Water Infrastructure Agreement ("A�reement") is entered into by and between the
City of Fort Worth, Texas (the "Citv"), a home-rule municipal corporation situated in Tarrant,
Denton, Johnson, Parker and Wise Counties, Texas, acting by and through its duly authorized
Assistant City Manager; Brookfield Acquisitions, L.P., a Texas limited partnership ("Brookfield
Acquisitions"), South Denton County Water Control and Improvement District No. 1(the
"Brookfield District"), CTMGT Alpha Ranch, LLC, a Texas limited liability company ("Alpha
Ranch LLC"), CTMGT AR II, LLC, a Texas limited liability company ("AR II LLC"), Alpha
Ranch Fresh Water Supply District of Denton and Wise Counties (the "Al�ha Ranch District"),
Shale 114, L.P., a Texas limited partnership ("Shale 114"), and North Fort Worth Water Control
and Improvement District No. 1 of Denton and Wise Counties (the "Shale Creek District")
(Brookfield Acquisitions, Alpha Ranch LLC, AR II, LLC, and Shale 114 being sometimes
referred to as "Owners" and the Brookfield District, Alpha Ranch District and Shale Creek
District being sometimes referred to as the "Districts").
CITY SE�'iR�'1"N�f" � y���j •
CON'TRACT N0, ��
WATER INFRASTRUCTURE AGREEMENT
ARTICLE I
RECITALS
A. Brookfield Acquisitions is the owner of approximately 231.579 acres in Denton
County, Texas, within the City's extraterritorial jurisdiction ("ETJ") as shown on Exhibit A and
more particularly described in Exhibit B attached hereto and incorporated herein by reference
(the "Brookfield Property").
B. 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, encompassing the Brookfield Property.
C. 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, consisting
of 1,293.736 acres of land.
D. Alpha Ranch LLC is the owner of 1,122.139 acres in Denton and Wise Counties
within the City's ETJ and encompassed by the Alpha Ranch District as shown on Exhibit C and
more particularly described in Exhibit D attached hereto and incorporated herein by reference
(the "Alpha Ranch LLC Tract").
E. AR II LLC is the owner of 160.8963 acres in Denton County within the City's
ETJ and encompassed by the Alpha Ranch District, as shown on Exhibit C and more
particularly described in Exhibit D-1 attached hereto and incorporated herein by reference (the
"Elizabeth Creek Tract"), with the remainder of land within the Alpha Ranch District consisting
of State Highway 114 right-of-way.
Water Infrasttucture Agreement — Page 1
�FFICIAL RECORD
CI'f� SECRETARY
FT. WORTH, '�X �
F. Alpha Ranch LLC owns 171.089 acres of land adjacent to the Alpha Ranch
District, shown in Exhibit C and more particularly described in Exhibit D-2 attached hereto and
incorporated herein by reference, and has submitted a petition to the City seeking consent to
annexation of such property by the Alpha Ranch District (the "CTMGT Tract").
G. The Ryan Dynasty Trust owns 12.916 acres of land adjacent to the District,
shown in Exhibit C and more particularly described in Exhibit D-3 attached hereto and
incorporated herein by reference, and has submitted a petition to the City seeking consent to
annexation of such property by the District (the "Rvan Trust Tract").
H. The 1,293.736 acres currently encompassed by the Alpha Ranch District is
hereafter referred to as the "Alpha Ranch PropertY."
T. The Shale Creek District is a conservation and reclamation district created and
operated in Denton and Wise Counties, pursuant to Article XVI, Section 59, Texas Constitution,
and Chapters 49 and 51 of the Texas Water Code, consisting of 251.75 acres of land.
J. 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.
K. Approximately 210.087 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
located north of an unnamed tributary, a 25.5-acre tract on Highway 114 and a 25.87-acre tract
on Highway 114 (collectively, the "Shale Creek Property"), as shovcm in Exhibit E and more
particularly described in Exhibit F.
L. Brookfield Acquisitions intends to develop the Brookfield Property, Alpha Ranch
LLC and AR II LLC intend to develop the Alpha Ranch Property, and Shale 114 intends to
develop the Shale Creek Property as master-planned mixed-use developments pursuant to
development agreements with the City pursuant to Section 212.171, et seq., Texas Local
Governrnent Code (the "Project").
M. The Alpha Ranch District, the Brookfield District, the Shale Creek District, Aqua
Texas, Inc., a Texas corporation ("Aqua Texas"), and the City entered into that certain Water and
Wastewater Utility Services Transfer Agreennent dated �-- I-�- - I�-- (City Secretary
Contract No'.�b�i��) (the "CCN Transfer Agreexnent"), whereby Aqua Texas agreed, among
other terms, to transfer to the City all of its rights and obligations under water certificate of
convenience and necessity ("CCN") No. 11157 for the Brookfield Property, the Shale Creek
Property, the CTMGT Tract (provided it is annexed by the Alpha Ranch District), the Ryan
Trust Tract (provided it is annexed by the Alplia Ranch District) and all of the Alpha Ranch
Property that is not located in the City's water CCN service area as of the Effective Date.
N. The City, Aqua Texas and the Shale Creek District entered into that certain
Agreement Concerning Water and Sewer Service to Shale Creek Development dated
�- l� - I� (City Secretary Contract No.� 5.3 providing, aix�ong other terms, that (a)
Water Infrastructure Agreement - Page 2
Aqua Texas will retain its water CCN rights to serve approximately 120.271 acres of the Shale
Creek Development, consisting of 78.608 acres of land outside the Shale Creek District, which
has been subdivided as Shale Creek, Phase l, and approximately 41.663 acres of land within the
Shale Creek District, consisting of Phase 2A (15.249 acres) and Phase 2B (26.414 acres) as
shown on Exhibit E(collectively, the "Citv Wholesale Service Area") for a term of 17 years; (b)
Fort Worth and Aqua Texas will enter into a wholesale water agreement whereby Fort Worth
will sell water to Aqua Texas to serve up to 493 single-family connections within the City
Wholesale Service Area (the "Shale Creek Wholesale Water A�reement"); and (c) Aqua Texas
will transfer its rights to the City under CCN 11157 for the City Wholesale Service Area at any
time after 17 years after the effective date of such agreement, at the City's option.
O. The water main needed to connect the Water Study Area, as hereafter defined, to the
Fort Worth System (collectively, the "Off-Site Water Main") consists of the following sections
of water main sized to serve the Water Study Area in accordance with the water study approved
by the City dated November 22, 2016: (i) approximately 4,694 linear feet of 24-inch water main
from the City's Sendera Ranch pump station north to future Eagle Parkway; (ii) approximately
3,765 linear feet of 24-inch water main west along Eagle Parkway, then 4,235 linear feet of 24-
inch water main north along future Sendera Ranch Boulevard; (iii) approximately 4,689 linear
feet of 20-inch water main north along future Sendera Ranch Boulevard to State Highway 114;
(iv) approximately 4,000 linear feet of 16-inch water main along State Highway 114 to the
Brookfield Property; (v) approximately 6,869 linear feet of 16-inch water main to the pressure
sustaining station along State Highway 114; and (vi) approximately 6,031 linear feet of 8-inch
(or size to be determined) to the existing City water main near the southern boundary of the
River's Edge Development, as shown on Exhibit G. The Districts and Owners shall design the
Off-Site Water Main to accommodate the maximum hour demands for the Water Study Area
shown on Exhibit G-1 attached hereto.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
ARTICLE II
DEFINITIONS
"Alpha Ranch LLC Tract" has the meaning set out in Recital D.
"Alpha Ranch Property" has the meaning set out in Recital H.
"Brookfield Property" has the meaning set out in Recital A.
"CCN Transfer A�reement" has the meaning set out in Recital M.
"CCN Transfer Application" means the application submitted to the Public Utility Commission
of Texas (PUC) by Aqua Texas and the City to transfer to the City all of Aqua Texas' rights and
obligations under CCN 11157 for the City Retail Service Area in accordance with the CCN
Transfer Agreement.
Water Infrastructure Agreement — Page 3
"CFA Policv" means the "Policy for the Installation of Community Facilities" as amended in
March 2001 (M&C G-13181) in effect on the Effective Date, including any amendments thereto
that are in effect on the Effective Date.
"Citv Retail Service Area" means the CTMGT Tract (provided it is annexed by the Alpha Ranch
District), the Ryan Trust Tract (provided it is annexed by the Alpha Ranch District), the
Brookfieid Property, the Shale Creek Property and the Alpha Ranch Property.
"City Review Fees" means fees and charges applicable to the review and approval of plans
relating to the construction of the Water Infrastructure according to the fee schedule adopted by
the City Council and in effect on the Effective Date.
"City Wholesale Service Area" means 120.271 acres of the Shale Creek Development to which
Aqua Texas is currently providing retail water service, consisting of 78.608 acres of land outside
the Shale Creek District, which has been subdivided as Shale Creek, Phase 1, and approximately
41.663 acres of land within the Shale Creek District, consisting of Phase 2A (15.249 acres) and
Phase 2B (26.414 acres) as shown on Exhibit E.
"Contractor" means a person or entity retained by the Districts or Owners to construct all or any
part of the Water Infrastructure that is pre-qualified by the City to do such work, in accordance
with the City's generally applicable requirements.
"CTMGT Tract" has the meaning set out in Recital F.
'Bffective Date" means the effective date of this Agreement as defined in Section 5.17.
"Elizabeth Creek Tract" has the meaning set out in Recital E.
"Governing Re�ulations" means ali City ordinances, regulations, policies, manuals and other
requirements relating to the Water Infrastructure, including the design, location, construction,
payment or fees, operation and maintenance thereof, applicable within the City's corporate limits
on the Effective Date. Further, "Governing Regulations" includes all amendments to the
foregoing requirements and all new requirements relating to Water Infrastructure that are
adopted or approved after the Effective Date, except any amendments from which the Project is
exempt pursuant to Chapter 245 of the Local Government Code.
"MGD" means million gallons per day.
"Off-Site Water Main" has the meaning set out in Recital O and is depicted in Exhibit G.
"On-Site Water Mains" means the water mains constructed by Owners and the Districts within
the City Retail Service Area.
"Parties" means, collectively, the City, Owners, the Districts, and any successors and assigns, as
permitted by this Agreement.
Water Infrastructure Agreement — Page 4
"Party" means, individually, the City, Owners, the Districts, or any successors and assigns, as
permitted by this Agreement.
"Project" has the meaning set out in Recital L.
"PUC" means Public Utility Commission of Texas.
"Ryan Trust Tract" has the meaning set out in Recital G.
"Shale Creek Propert�" has the meaning set out in Recital K.
"Shale Creek Develo ment" has the meaning set out in Recital J.
"Shale Creek Wholesale Water A�reement" means that certain Agreement for Water Service
Between the City of Fort Worth, Texas, and Aqua Texas, Inc. dated ,�. - �. - ��- (City Secretary
Contract No���,, whereby Fort Worth will sell water to Aqua Texas, Inc. on a wholesale
basis to serve a maximum of 493 connections within the City Wholesale Service Area, consisting
of a portion of the Shale Creek Development.
"TCEQ" means Texas Commission on Environmental Quality.
"Termination Date" has the meaning set out in Section 5.15.
,�
Water Infrastructure" means, collectively, the Off-Site Water Main and the On-Site Water
Mains.
"Water Studv Area" means the area shown in Exhibit G which will be served by the Off-Site
Water Main, consisting of the City Retail Service Area and the City Wholesale Service Area.
ARTICLE III
RETAIL AND WHOLESALE WATER SERVICE; CONSTRUCTION OF
OFF-SITE AND ON-SITE WATER MAINS
3.01 Retail and Wholesale Service.
(a) Upon (i) approval by the PUC of transfer of Aqua Texas' rights under
CCN No. 1115� for the City Retail Service Area to the City in accordance with the CCN
Transfer Agreement as described in Recital M; (ii) completion of construction of the Off-
Site Water Main and acceptance by the City; (iii) payment of water main capacity
charges described in Section 3.05; and (iv) payment of impact fees under Chapter 395,
Texas Local Government Code, and the City's impact fee ordinance calculated and
assessed on the same basis applied to comparable classes of retail customers within the
City's corporate limits, the City will be the retail water provider to the City Retail
Water Infrastzucture Agreement — Page S
Service Area at the City's generally applicable rates charged to comparable classes of out-
of-city customers.
(b) Upon (i) completion of construction and acceptance by the City of the Off-
Site Water Main; (ii) payment of all fees required by the Shale Creek Wholesale Water
Agreement, including without limitation impact fees in accordance with Article 16 and
water main capacity charges in accordance with Exhibit E of such agreement; and (iii)
installation of an approved backflow device in accordance with Article 11 of the Shale
Creek Wholesale Water Agreement, the City will be the wholesale water provider to
Aqua Texas to serve a maximum of 493 connections in the City Wholesale Service Area
in accordance with the Shale Creek Wholesale Water Agreement.
3.02 Water Studv. Owners and the Districts have submitted a water study for the
Water Study Area, shown in Exhibit G.
3.03 Construction of Off-Site Water Main; Oversizing of 114 Main
(a) The Districts and Owners shall, jointly or severally, construct, or cause to
be constructed, the Off-Site Water Main at no cost to the City, on a schedule determined
by the Districts and Owners in their sole discretion. The Off-Site Water Main may not be
constructed in phases, but shall be constructed and dedicated to the City in its entirety.
The Off-Site Water Main shall comply with all requirements in the Shale Creek
Wholesale Water Agreement for the wholesale delivery of water by the City to the City
Wholesale Service Area in accordance with such agreement, including but not limited to
the Shale Creek wholesale meter facilities and required airgap/backflow facilities to Aqua
Texas's ground storage tank. The Districts and Owners shall construct the Off-Site
Water Main to comply with ali requirements in Article IV.
(b) The Districts and Owners shall, jointly or severally, at the City's request,
oversize the Off-Site Water Main, subject to approvai by the City Council of the City's
cost participation in the oversizing costs based on the public bid amount and calculated as
the cost difference between pipe diameters. The City shall reimburse the Districts and
Owners for the City's cost participation within thirty (30) days after completion of the
Off-Site Water Main and final acceptance (greensheet) by the City.
(c) The Districts and Owner shall be entitled to sufficient capacity in the Off-Site
Water Main or equivalent improvements to serve the full development of the Water
Study Area.
3.04 Easements and Rights-of-Way. Owners and the Districts shall use good faith
efforts to obtain all easements required for the installation of the Off-Site Water Main and shall
dedicate such easements to the City at no cost to the City.
Water Infrastructure Agreement — Page 6
3.05 Water Main Capacitv Charges.
(a) If any other development connects to the Off-Site Water Main, Owners
and the Districts shail be entitled to water main capacity charges in accordance with
Section 35-87, et. seq, of the City Code, or successor ordinance.
(b) Owners or the Districts shall pay to the City water main capacity charges of
$180,932 per MGD for an existing 42-inch NS II water transmission main supplying the
Sendera Pump Station prior to recording each iinal plat for land within the City Retail
Service Area, in accordance with Section 35-87, et seq. of the City Code, or successor
ordinance. The City shall have no obligation to provide retail water service to a lot
within the City Retail Service Area until such water main capacity charge is paid. The
capacity of the 42-inch transmission main is per Ordinance No. 21251-OS-2014. Owners
and the Districts shall not be responsible for any other charges for water infrastructure for
which construction has been commenced or completed before the Effective Date.
(c) Shale 114 or the Shale Creek District shall pay main capacity charges of
$180,932 per MGD for the existing 42-inch NS II water transmission main supplying the
Sendera Ranch Pump Station for 493 existing connections in the City Wholesale Service
Area, in accordance with Exhibit E of the Shale Creek Wholesale Water Agreement.
3.06 Construction of On-Site Water Mains. The Districts and Owners shall, at no
cost to the City, construct, or cause to be constructed, the On-Site Water Mains, provided,
however, each Owner shali be responsible only for construction of On-Site Water Mains on
property owned by such Owner and each District shall be responsible only for construction of
On-Site Water Mains within the boundaries of such District. The On-Site Water Mains may be
constructed and dedicated to the City in phases, on a schedule determined by the Districts and
Owners in their sole discretion. Under no circumstances shall the City be obligated to construct,
or pay for the construction of, the On-Site Water Mains.
ARTICLE IV
CONSTRUCTION STANDARDS, OPERATION AND MAINTENANCE
OF WATER INFRASTRUCTURE
4.01 Infrastructure Standards. The Water Infrastucture shall be designed and
constructed in compliance with the Governing Regulations including AMI meter requirements.
4.02 Plan Review; Pavment of Fees; and Pre-Construction Conference. Construction
of the Water Infrastructure shall not commence until (i) review and acceptance of the final
construction plans and specifications by the City and by TCEQ (to the extent required) for
compliance with the Governing Regulations; (ii) approval of the CCN Transfer Application by
the PUC; (iii) City Council approval of any City cost participation; (iv) execution of a
Community Facilities Agreement between the City and the Owners and provision of a financial
guarantee by Owners pursuant to the CFA Policy; (v) a pre-construction conference has been
held by the Contractor, the Districts' engineer and designated representatives of the City; and (vi)
Water Infrastructure Agreement — Page 7
the applicable City Review Fees, inspection fee and material testing have been paid. At such
pre-construction conference, the City shall designate a City employee to serve as the project
manager. The City shall review all construction plans and specifications in a timely manner. If
the City does not review construction pians and specifications for regional Water Infrastructure
within two (2) weeks after each time plans are submitted to the City, such plans and
specifications shall be deemed approved.
4.03 Inspections. City employees ("Citv Inspectors") shall perform all inspections and
testing of the Water Infrastructure. The City Inspectors shall notify the Districts at least 48 hours
before each inspection to enable the Districts' engineers to be present during the inspections. The
City Inspectors shall cooperate with the Districts to provide inspection reports that satisfy TCEQ
requirements for issuance of bonds by the Districts.
4.04 Final Inspections. The Contractor shall notify the City Inspector when the Water
Infrastructure is ready for final inspection. If the City Inspector concurs that construction of the
Water 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
and final documentation related to completion of such Water Infrastructure, written certification
by the City Inspector that the Water Infrastructure has been constructed in compliance with the
Governing Regulations shall constitute compiiance with all inspection requirements. The City
shall issue a letter to Owners and the Districts approving the Water Infrastructure within fifteen
(15) days after all requirements are met.
4.05 Contractors. The Districts and Owners shall incorporate the requirements of this
Article IV into written construction contracts with all Contractors. Ail such contracts shall
provide that the City is a third-party beneficiary of and may enforce such contracts against the
Contractor.
4.06 Access bv City Emplovees. Any duly authorized employee of the City bearing
proper credentials and identification shall be granted access to any property within the Water
Service Area as the City may determine necessary for the purpose of inspection and testing of the
Water Infrastructure.
4.07 As-Built Drawin�s. The Districts and Owners shall be jointly responsible for the
delivery of mylar as-built drawings for all Water Infrastructure to the City Inspector within 30
days after final inspection.
4.08 Dedication to the Citv. Within thirty (30) days after Owners and the Districts
receive a letter from the City approving the Water Infrastructure in accordance with Section 4.04,
the Water Infrastructure shall be dedicated to the City along with all appurtenant easements and
rights-of-way. The Off-Site Water Main shall not be constructed and dedicated in phases, but
shall be constructed and dedicated to the City in its entirety. The On-Site Water Mains may be
dedicated to the City in phases. Following dedication of any portion of the Water Infrastructure
to the City, the City shall have full ownership and control of such Water Infrastructure and shall
be responsible for maintenance of such infrastructure.
Water Infrastructure Agreement — Page 8
4.09 Plumbing Requirements. All plumbing infrastructure for structures constructed
within the Alpha Ranch Property, the Brookfield Property and the Shale Creek Property shall
comply with the City's plumbing code in effect when the structure is constructed, including
without limitation permit requirements. Such requirements shall be included in development
agreements for the Alpha Ranch Property, the Brookfield Property and the Shale Creek Property.
4.10 Paving Repair Standards. In the event the Fort Worth Water Department must
excavate into the roadway system maintained by the District, the Water Department will repair
the roadway utilizing the standard residential street permanent pavement repair details stated
below and show on the exhibits D521 and D523 attached hereto as Exhibit I. For asphalt
streets, this includes an 8" thick 2 sack concrete cap followed by a 3" thick layer of hot mix
asphalt pavement. For concrete streets, a 9" thick concrete section shall be installed with #4 x
18" deformed bars doweled and epoxied into the existing concrete pavement.
ARTICLE V
MISCELLANEOUS
5.01 Governin� Law; Jurisdiction and Venue. TxIS AG�EMENT 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
TAAT ANY SUCA COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE
ARISING HEREUNDER.
5.02 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
iirst 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 Citv:
City of Fort Worth, Texas
Attn: City Secretary
1000 Throckmorton Street
Fort Worth, Texas 76102
Water Infrastructure Agreement — Page 9
City of Fort Worth, Texas
Attn: City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
City of Fort Worth, Texas
Attn: Water Director
1000 Throckmorton Street
Fort Worth, Texas 76102
To the Districts:
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
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
North Fort Worth Water Control and
Improvement District No. 1
c/o: Winstead PC
Attn: Ross Martin
500 Winstead Buiiding
2728 N. Harwood Street
Dallas, Texas 75201
To Owners:
Brookfield Acquisitions, L.P.
Attn: Ross Calhoun
1800 Valley View Lane, Suite 300
Farmers Branch, TX 75234
Water Infrastructure Agreement — Page 10
CTMGT Alpha Ranch, LLC
Attn: Ross Calhoun
1800 Vailey View Lane, Suite 300
Farmers Branch, TX 75234
CTMGT Alpha AR II, LLC
Attn: Ross Calhoun
1800 Valley View Lane, Suite 300
Farmers Branch, TX 75234
Shale 114, L.P.
Attn: Ross Calhoun
1800 Vailey View Lane, Suite 300
Farmers Branch, TX 75234
5.03 Assi�nment.
(a) Neither the Districts nor the City may assign this Agreement without the
written consent of the other Parties.
(b) Each Owner has the right, from time to time, to assign this Agreement, in
whole or in part, and including any obligation, right, titie, or interest of Owner under this
Agreement, to the Brookfield District, the Alpha Ranch District, or the Shale Creek
District, in which the Owner's property subject to this Agreement is located and/or to any
person or entity (an "Assignee") without the consent of the City, provided that the
following conditions are satisfied: (i) if not a District, Assignee is a successor owner of
any portion of the Brookfield Property, Alpha Ranch Property or Shale Creek Property or
is a lender to Owner or a successor owner of all or any part of such property or has a
contractual right to be reimbursed for Water Infrastructure from bonds issued by the
applicable District (or has a lien or other security interest in such reimbursements); (ii)
the assignment is in writing executed by Owner and Assignee in the form of assignment
attached as Exhibit H; (iii) Assignee expressly assumes in the assignment any assigned
obligations and expressly agrees in the assignment to observe, perform, and be bound by
this Agreement to the extent this Agreement relates to the obligations, rights, titles, or
interests assigned; and (iv) a copy of the executed assignment is provided to ali Parties.
Provided the foregoing conditions are satisfied, from and after the date the fully executed
assignment is received by the City, the City agrees to look solely to Assignee for the
performance of all obligations assigned to Assignee and agrees that Owner shall be
released from performing the assigned obligations and from any liability that results from
the Assignee's failure to perform the assigned obligations. No assigntnent 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. Owner shall maintain written
records of all assignments made by Owner (including, for each Assignee, the Notice
information required by this Agreement, and 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. It is specifically intended that this
Water Infrastructure Agreement — Page 11
Agreement, and all terms, conditions and covenants herein, shall survive a transfer,
conveyance, or assignment occasioned by the exercise of foreclosure of lien rights by a
creditor or a Party, whether judicial or non judicial. This Agreement shali be binding
upon and inure to the benefit of the Parties and their respective successors and Assignee.
5.04 No Third Party Beneficiary. This Agreement is solely for the benefit of the
Parties, and no Party intends by any provision of this Agreement to create any rights in any third-
party beneficiaries or to confer any benefit upon or enforceable rights under this Agreement or
otherwise upon anyone other than the City, the Districts, and Owners.
5.05 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.
5.06 No Waiver. Any failure by a Party to insist upon strict performance by any other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and each
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.
5.07 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 shail 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.
5.08 Captions. Captions and headings used in this Agreement are for reference
purposes oniy and shall not be deemed a part of the Agreement.
5.09 Force Maieure. No Party shall be considered to be in default in the performance
of any of the obligations hereunder (other than obligations of either Party to pay costs and
expenses) if such failure of performance shall be due to an uncontrollable force beyond the
control of the Parties, inciuding but not limited to, the failure of facilities, flood, earthquake,
tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute, labor or material shortage, sabotage, or restraint by a court order or public authority,
which by the exercise of due diligence and foresight such Party could not have reasonably been
expected to avoid. Any Party rendered unable to fulfill any obligation by reason of an
uncontrollable force shall exercise due diligence to remove such inability with all reasonable
dispatch.
Water Infras�ructure Agreement — Page 12
5.10 Breach, Notice and Remedies.
(a) If any Party commits a breach of this Agreement, the non-breaching Party
shali 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 shail 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, except as provided in Section 5.15. It is understood and agreed that no Party
shall 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.
(d) The Parties acknowledge that this Agreement is subject to the provisions
of Subchapter I, Chapter 271, Texas Local Government Code, Sections 271.151, et seq.
By execution of this Agreement, neither the City nor the Districts waive or surrender any
of their respective governmental powers, immunities or rights, except as specifically
waived pursuant to this subsection or by law. The City and the Districts mutually waive
their governmental immunity from suit and liability only as to any action brought by a
Party to pursue the remedies available under this Agreement and only to the extent
necessary to pursue such remedies. Nothing in this section shali waive any claims,
defenses or immunities that the City or the Districts have with respect to suits against the
City or the Districts by persons or entities not a party to this Agreement.
5.11 Interpretation. The Parties acknowledge that each party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days unless otherwise expressly stated. Wherever required by
the context, the singular shali 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.
Water Infrastructure Agreement — Page 13
5.12 No Joint Venture. No provision of this Agreement shall be construed to create
any type of joint or equity ownership of any property or any partnership or joint venture.
5.13 Counterpart Ori inals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
5.14 Effect of Agreement. This Agreement supersedes any prior understandings or
written or oral agreements among the Parties and their affiliates, concerning the subject matter
hereof.
5.15 Termination of Agreement. Notwithstanding Section 5.10 to the contrary, this
Agreement shall terminate automatically on the tenth anniversary of the Effective Date (the
"Termination Date"), without action by the Parties, if the Off-Site Water Main has not been
constructed and accepted by the City in accordance with Section 4.08 before the Termination
Date.
5.16 Exhibits. All exhibits attached to this Agreement are incorporated into this
Agreement by reference for the purposes set forth herein, as follows:
5.17
Date").
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit D-1
Exhibit D-2
Exhibit D-3
Exhibit E
Exhibit F
Exhibit G
Exhibit G-1
Exhibit H
Exhibit I
Map of Brookfield District
Legal Description of Brookfield Property
Map of Alpha Ranch Property, CTMGT Tract, and Ryan Trust.
Tract
Legal Description of Alpha Ranch LLC Tract
Legal Description of Elizabeth Creek Tract
Legal Description of CTMGT Tract
Legal Description of Ryan Trust Tract
Map of Shale Creek Property and City Wholesale Service Area
Legal Description of Shale Creek Property
Off-Site Water Main
Maximum Hour Demands
Assignment and Assumption Agreement
Paving Repair Standards
The Agreement shall be effective upon execution by all Parties (the "Effective
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Water Infrastructure Agreement — Page 14
ATTEST:
Mary �:'I�ayse
City Secretary
CITY OF FORT WORTH
a Texas home-rule municipal corporation of
Tarrant, Denton, Johnson, Parker and Wise
�`'�'�' �` ``��� Counties
.,.
�°� �t,�i;,- ����',�
�� �� ' ����' ���,i�
.. �� t�
�-.: � '` �
� : � �•: �
�� ��= By
� �;��.
� 7C:F��F���:� `,�1 Tit;
APPROVED AS TO FORM AND
LEGALITY:
.� lI
�
Assistant ' y Attorn�y
-�—,_
Water Infrastructure Agreement — Page 15
Date:
r-� '-� � �
�' (������
��a������. �ta�kxc�z~���txo�
��� � _ � _.
�s��
�pF�CIpL RECORD
C�T1( SECRETARY
pT. WORTH, TX
Contract Compliance Manager for the Water Infrastructure Agreement.
By signing I acknowledge that I am the person responsible foc the monitoring and administration of this
conh•act, including ensuring all perfo�mance and reporting requirements.
�, —
Name of E loyee — Wendy Chi-Babulal, EMBA, P.E.
Water Plannin evelopment En in� eei•ing Manager
Title
i3FFICiAL RECOR�
CITlf SECRETARY
F'Q'.1N�RTH, TX
ALPHA RANCH FRESH WATER SU�PLY
DISTRICT OF DENTON AND WISE
COUNTIES
Bp:
Name:
Prasident, Baard of Supervisors
BROOKFiELD FRESTi WATER SUPPLY
DISTRICT NOe 1 OF DENTON COUNTY
f/k/a South Denton County Wa#er Control
and Imprave ent District No: 1
r
B3r; f 1N \ ���v'�f// �
Name: SOY�D(,Y'A. f�'� i �1'lU�l
Vr Ce President, Board of Supervisors
NORTH FORT WORTH WATER
CONTROL AND IMPROVEMENT
DISTRYCT NO. 1 OF DENTON AND WISE
COUNTIES
:
�
Water Infrastruciure Agreeme�it — Page 16
President, Board of Directors
ALPHA RANCH
DISTRICT OF
COUNTIES
FRESH WATER SUPPLY
DENTON AND WISE
By; �� '� Ne 1
Name: �,�Gt�'�i� �-��cc-1�C�S
President, Boar of Supervisors
SOUTH DENTON COUNTY WATER
CONTROL AND IMPROVEMENT
DISTRICT NO. 1
:
Name:
President, Board of Supervisors
NORTH FORT WORTH WATER
CONTROL AND IMPROVEMENT
DISTRICT NO. 1 OF DENTON AND WISE
COUNTIES
N
Water Infrastructure Agreement — Page 16
Board of Directors
BROOKFIELD ACQUISITIONS, L.P.,
a Texas limited partnership
By: MMM Ventures, LLC,
a Texas limited liability company
Its: General Partner
By: 2M Ventures, LLC,
a Delaware limited liability company
Its: Manager
�
By: ��6�� �'
Name: Mehrdad Moayedi
Title: Governing Person
Date:
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
a
�
BY�__ �'-✓-�_�__� �„_,/,
Name: Mehrdad Moayedi
Title: Manager
Water Infrastructure Agreement — Page 17
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� 7� � ���.�
Name: Mehrdad Moayedi
Title: Manager
SHALE 114, L.P.,
a Texas limited partnership
By: PARS Investments, Inc.,
a Texas corporation,
its General Partner
/
,
By: � � _ __i"
Name:
Title:
Water Infrastructure Agreement — Page 18
Exhibit A
Map of Brookfield District
Exhibit A to Water Infrastructure Agreement — Page 1
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Exhibit B
Legal Description of 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 follows:
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 yellow plastic cap stamped "EC&D" found at the most Easterly Southeast corner
of said Tract l;
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 l;
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 to Water Infrastructure Agreement — Page 1
Exhibit C
Map of Alpha Ranch Property, CTMGT Tract, and Ryan Trust Tract
Exhibit C to Water Infrastructure Agreement — Page 1
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Exhibit D
Legal Description of Alpha Ranch LLC Tract
Exhibit D to Water Infrastructure Agreement — Page 1
DON W. HICKEY, RP�S, LSLS
AL:.N GY. NICKEY, RPLS
GAREY W. G}LLEY, ftPLS, LSLS
CONSULTANT
April 2.4, 2004
Page 1 of 5
ESTA6USHEp 1880
BROOKES gAK�R SURVEYC�RS
A PROFESSlONAI.'CORAORA7lON
TITLE ANO TOFOGftAPi-iIC.SURVEYlhtG
930 Nickey CouR
Granbury, Texas 76049
817-279-0232
Fax 877-27S-D694
Field notes for:=( P:�.�2C�+ L�}
BROOKES BAKER (1902-7955)
JOHN F. BAKER (1924-1985)
S.J. BAKER (7 S27-1999)
FRED M. MORRIS (7836-799�J}
Parts of tl�e JOSHUA I�ING SUR.VEY, Abstract No. 712, the SMITH CO[JNTY SCHOOL
L.�ND SURVEY, Abstxact No, 743 and ali of the WM. GAFFIBLD S�CTRVEY, Abstract No.
332, t��e EMPSON'THUIvIPSON S�(JhVEY, Abstraet 1tiYo. 80fi� and�the THOM�S PEOPLES
SURVEY, Abstract No. 677 si�uated in Wise and Dcnton Gounties, Texas; embzacir_g a pazi of
the 130'?-325/1 OOQ acres Tz�act de.scribed iri the �e�cl to Alpha Ranch Ltd., recozded in volume
4645, page 306 of the Real R�cords of Denton Couiity, Texas axid ciescribed by metes a.nd baunds
dS F0�.�0`VS. -
Commez�cing at a 1/z" iron fou�id foz� the northeast corner of said 1302-325/1000 aeres Tract and
the north��rest carner of the 157�867/1000 acres Tract de"scribed iu the deed to James i3. Stahla •
rccorded in voluzne 1593, page 612 oz the Deed Records af Denton County, Texas in the
southerly right-of-way of Siate High�vay2�Io, 114�and run 00 degrzes-36 minutes-52 seconds
west, along thc; east line of said i302-325/1a00 acres tract, 2066-66/100 feet to a S/8" capped
iron set on the banli of creek �or the northeast and place of beginning.
Tl�ence sautI� 00 degrees-36 n�inutes-52 seconds west, alon� the easi li�e of said 1302-325/1 Q00
acres Tract a�ld tI�e �xrest lz��e of sazd 157-867/1000 acres Tract to �nd along the west Iine ofthe
13-7182/10000 acres Trac� described in the deed to W. R. Rose Znvestments, Inc., recorded in
volume 4190, page 32 I of the said Re:al Recozds, 552-39/100 feet to a'/" iron found in the most
nartherly south linr; of said 1302-32�/1000 acres Tracf and the southwesr cozner of said 13-
7182/1p000 acres Traci.
1"he.T�ce noztri 89 de,�ees-2� minutes-44 seconds west, along znost northerly south line of said
1302-325/2 00� acrzs Tract; 234-54/100 feet ta a 3/8" iron faund for the northeasi corner of
SQNGBi.R� �DI�IZO�, an addition io Deziton Coizziiy, as said addition appears on the plat
thereo.f recorded in SI'rde H-83 0£ t1�ie Plat Records of Deni:un County, Te�cas.
Thence north �8 degrees-32 minutes-27 seconds rveat, along Yhe sou#� line of said 1302-
32SI1000 acres Tract and the norih lzne of'sazd S�NGBIRD ADDITTOv, 2213-581100 feet to a
'/z" iron found for the nor�Yi�lest comer of Lot 29 of said SONGBT�D ADDITION �uld a re-
entrant come: of said 1302-325/1000 aeres Tract. �
Thence soutfi 00 de�re;es-52 m.inutes-00 seconds west, along Che east line of said 1302-325/1000
acres Txact a1�d the v,�est line ef said Lot 29 �o ar_d along the west line of Lot 2� of said
SUNGBIRD ADDITIOl�z, 1502-94/1.00 feet to a 5/8" capped iron set.
cSTABLISHED 1880
BROOKES BASCEA
SURVEYORS
April 24, 2004 . . • .
Pa�e 2 of �
Field notes foz:-( i'�R�EL 2)(continued)
Thence.sout� 87 c�egrees-54 minutes-36 seconds west, 423-23/l 00 feet to a 10" pipe post ror the
most ��esterly noi-th�vest comer o� said SOI�rGBIlZD 1'1.DDTTTON and a re-enfrani corncr of said
1302-325/1000 acres.�'ract. • � �
Thence soirth 00 degrees-53 minutes-43 seconds wesi, along ihe �vest line o.f said I3U2-325/1000
acxes Tzact and the znost westerly line of said SONGBIIZD A.DDTTION, 4163-13l100 feet to a 1"
iron found for th� sautheast col�.er of said 1302-325/1000 acres Tract in the nortn liz-�e of tlie
I 650-205�/100Q0 acres Txact described in the deed to Headingtoii Resources, Ine,, recorded in
volume 814, pa ;e 82C of the Official Public Recoi•ds of Wise County, Texas.
`�'henc� sou�h 89 de�rees-2 � ilzinutes-29 seconds west, along the sourh line of said 1302-
32�/l OQ0 acres Tract and the north line of sa'rd 1 b50-2055/10000 acres Traci, 5395-82/100 feet
to a%z" pipe found for the northwesi corner of saici 1650-2055/10040 acres Tract aizd the
nort:heast cozner of the 296-717/100U acres Txact described iri the deed to Tviary Jane Beiineii
z-ecoz�ded iza volume 911, page 436 of ihe saic� O£�icial 1'ublic Recoxds. ._
`I'hez�ce north 88 degrees-32 minutes-03 seconds west, along the sauth line of said 1302-
32�/1000 acres Trsct and the north l�ine oi said 296-711/1000 acres Tract, 164�-0�/100 feet to a
%" iron found f:or ih� sauthwest corn�r of said 1302-325/1000 acres Tract. �
Thez�ce nortlz 00 degzees-43 �ninutes-04 seconds east, along the r7acst Iine of said 1302-325/1000
acres Tract, 46�8-11I100 feei to a concrete montiinent fot�nd. .
T't�ence north 00 degree's-�4 minutes•-I3 seconds east, continning along the tivesf Iine of said
1302-325/100Q acres Tract, 1320-��I100 feet to a coz�crete monurzzeni found for the most
`�esterly northwest corner of sa.id 1302-32�/1000 acrc;s Tract and the z�orl:Iieasi corner of the 47-
5/10 acres Tract described in the deed to Scott K.elly recorded in volume 243, page 485 of the
I�eed Records of ��Iise Courz�y, Texas.
Thence south 89 degrees-56 minutes--23 secouds east, along the most southerly north line ot said
1302-325/1000 acres Tract, 3744-75/lUU feet to a 1/Z" iron found for a re-entrant comer of said
130?.-325/1000 acres Tract. .
Thence north UO degre�s-32 minutes-19 secoz�ds east, along the ��est line of said 1302-325/1000
acres 'Tract, 1983-21/1 UO feei: to. a 5/8" capped iron set for the southwest corner of the 15 acres
"�'ract describ�d in the deed to 7erry T_:ueck recorded in voluine 421, page 617 of the said Deed
Records.
ESTABLiSHED 1680
BROOK�S BAKER•
SURVEYpRS
April 24, 200�
Pag� 3 of 5 �
Field notes for:-'( �'A�ZCEL 2 )(conti�lued)
'Thence soufh 89 degrees-19 minutes-12 seco:�ds east, along the north line oisaid I302-325/1000
acres Tract, 667-54/I00 feet to a,5/8" capped iron set� on the bank. of creek.
Thence soutlieasterly, alang the bank of said cieek, the follo�ing: -
south 21 degzec;s-54 �ninutes-2� secozlds west 83-74/1.00 �eet to a 5/8" capped�iron set;
south 54 degrees-44 minutes-16 seconds west 9�-61/100 feet to a 5/8" capped iron set;
souf�t 13 .degrees-02 minl�tes-31 seconds east 8Q-48/100 feet to. a 5/8° capped ixon sei;
south 65 degrees-24 minuies-30 seconds east fi8-47/l0U feet to a 5%8" capped izon set;
saut�� 47 c?egrees-23 minutes-02 secands east 57-81/100 ieet to a S/8" capped iron set;
south 2S de�-ees-3� minutes-38 seconds east 105-31/1Q0 feet to a 5/8" capped iron set;
south 02 d�grces-�'�l minutes-15 seconds east 94-66/100 feet to a 5/8" capped iran set;
south �9 degrees-07 minutc;s-22 seconds east 74-13/I04 feet to a 5/8" capped iran set;
soutll 80 degrees-�9��ninutes-53 sec;onds east 62-39/100 feet to a.5/8" capped iron set;�
soui� 84 degrees-30 minutes-31 seconds east 146-87/100 feet to a 5/8" capped iron set;
north 7S degrees-12 minutes-2I seconds east 79-111100 feet io a S/8° capped izon set;
north 43 de�ees-14 minutes-Ol seconds east 53-92/100 feet to a S%8" capped iron set;
north 54 degrees-07 minutes-Q9 secorids east 125-161100 feet to a 5/8" capped ixon set;
north 27 degrees-56 ininutes-36 seconds easi: I04-93I100 feet to a 5/8" capped iron sei;
north % 8 de�reea-21 zninutes-35 seconds east 86-66/100 feet to a 5/8" capged izon set;
south 66 degrees-23 minutes-22 seconds ea.sti 57-25/100 feet to a,5/8" capped iron set;
souih 22 de�•ees-11 minutes-31 seconds east 114-17/100 feet to a 5/8" capped iron set;
south 19 degrees-73 minuies-55 seconds east 86-X 1/1�0 feet to a S/8" capped izon set;
south �8 degrees-2l�minutes-48 secoiids east 106-08I100 feet�tio a 5/8" �oapped iron 5et;
south 63 degrees-49 i�iinutes-48 seconds east 138-15/J.00 feet to a 5/�" capped iron set;
south 5 b degrees-23 minutes-24 seconds east 262-09/100 feet to a Si8" capped iron set;
south 55 de�-ees-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 I S degrees-55 ri�inutes-30 seconds east 119-�G/I00 feet to a 5/8" capped iron set;
south I4 degrces-24 minutes-Ol seconds west 84-67/100 feet to a 5/8" capped iron set;
sauih 35 degrees-37 �nii�utes-53 seconds wesi 7I-6�}/100 feet to a 5/8" capped iron set;
south 55 degrees-58. n;inutes-02 s�conds easi 180-861100 feet to a 5/8" capped iron set;
south 35 de�rees-47 minutes-46 seconds east 126-1�/100 feet to a 5/8" capped iron set;
south 61 degrees-OS minutes-25 seconds east I91-39/100 feei to a 5/8" cappzd iron set;
south 59 de�rees-3� iTiinutes-36 seconds east 145-64/100 feet fo a 5/8" capped iron sef;
south 59 de��-ees-32 r�iinutes-59 seconds east 161-55/100 feet to a 5/8" capped iron.set;
south 87 de��ees-I S ininutes-19 seconds east 37-13 /100 fee� to a 5/8" capped ixon set;
nortl� �2 degre�s-26 minutes-2S seconds ea.st 39-69/100 feet ta a 5/8" capped iron set;
no�-th I� degrees-�2 rzlznutes-Ob seconds east 128-15/100 feet ia a 5/8" capped iron set;
ESTABLISHED 1880
BROOKES BAKER
SVRVEYORS
g�iIil i4, 2��-^r
Page 4 af S
Field notes for:- { i'r"��'���L 2)(con#inued)
north I4 degrees-10 rninutes-33 seconds west 125-65/I00 feet to a 5/8" capped iran set;
nortb �-S degrees-32 mii�utes-43 seconds east 9I-27/IQO feet to a 5/8" capped iron set;
north 65 degrees-�4 minutes-45 seconds east 195-13/100 feet to a 5/8" capped iron set;
souih 82 de5rees-18 �ninntes-� 1 seconds easf 48-SS/l0U feet to a 5/8" capped iron set;
soulYi 35 dcgrees-2.8 nzinutes-49 seconds east 124-34/100 feet to a 5/8" eapped iron set;
south j3 dea ees-�0 minutes-29 seconds east 51-78/1.00 feet to a 5/8" capp�d zxon set;
south 6I degrees-01 minuTes-40 seconds east 53-7�/100 feet to a S/8" capped iron set;
north 63 degrecs-08 minutes-33 seconds east 60-i8/100 feet to a S/b" capped iron set;
south ?7 degz�ees-26 minuCes-55 seconds east 132-78I100 feet io a 5/8" capped irori set;
north 88 degrees �6 minutcs-33 seconds east 61-591100 feet to�a 5/8" capped iron set;
soutk� 4� degrees-23 minutes-29 szconds east 102-51/100 fee� to a 5/8" capped iron set;
soutll 52 degrees-�9 r�inutes-45 secor.ds east 236-42/100 feef to a S/8" eapped iron set;
south 49 degrees-02 minutes-48 secoi�ds east 78-58/100 �eet to a �13" capped iron set;
south 23 degz�ees-33 miziutes-41 seconds east 66-08/I00 feet i:o a SI8° capped iron set;
soutl} 14 degrees-11 z�zinutes-40 seconds east 52-42/lOQ feet to a 5/�" capped iron set;
south S� degrees-�� m�nutes-40 seconds east 103-81/100 feet to a 5/8" capped zron sef;
sou�i 78 degrees--22 minutes=�3 seconds east 61-85/140 feet to a��/8" capped iron set;
north 6� de��re�s-39 ininutes-20 seconds c;ast 153-28/I00 feet to a S/8" capped iron set;
north 62 de��,rees-39 ininutes-06 seconds east 1 I 8-29/100 �eet to a 5/8." capped ixon set;
nort�i 13 degrees-15 minutes-57 seconds east I54-72/l0U feet to a �/8" capped iron set;
north 72 �egrees-521ninutes-21 seconds east 123-53/100 feet fo a�/&" capped 'zron set;
sot�th 86 degrees-53 minutes-02 secands east 5�-28/100 feet to a 5/8" capped iron set;
souih �6 de�ees-57 mintrtes-47 secor.ds east 93-10/100 �eet to a 5/8" capped iroi�. set;
south <7 de�ees-43 �ziinutes-44 seconds east 78-27/100 f�et to a 5/8" capped iron set.;
south 85 de;rees-1� ininutes-14 seconds east I�0-73/100 feet to a S/8" cappzd iron set;
souih 83 degrees-10 n�inutes-27 seconds eas# 138-77/100 feet to a 5/8" capped iron set;
souCh 65 deb ees-03 minutes-Ol seconds east 89-01/100 feet to a 5/S" capped iron set;
south 54 degrees-28 minutes-2b secands east 56-57/140 fee� to a 5/8" ca�ped iran set;
sou�li 36 degxecs-�l minutes-13 secands easf 26-95/100 feet to a 5/8" capped iTon sct;
south 38 degrees-37 mii�utes-06 sec,onds east 26-181100 feef to a 5/8" capped zron set;
south 75 de�e.es-58 minutes-19 seconds east 30-97/100 feet to a 5/8" capped iron set;
north b0 deb-ees-45 nlinutes-09 seconds east 56-57/100 feei to a 5/8" capped iron set;
soLth 83 degrees-3� minutes-59 seconds east 124-78/100 feet to a SI8" capped iron set;
nortl� 88 deb ees-39 minutes-34 seconds east 184-8�/100 feet fo a'S/8° capped iron set;
izorth 83 de�ees-]4 minutes-34 seconds east 91-87/I4� feei to a S/8" capped iron set;
north �7 degrees-00 mir.utes-41 seconds east 8�-60/100 feet to a 5/8" capped iron set;
nort11 58 dc;grees-36 minuies-3I seconds east 95-77/100 feet io a 5/8" capped iron set;
sout� 89 degrees-50 minules-18 seconds east I31-65/100 feet to a 5/8" c�pped iron sei:;
south.58 degrees-09 minutes-47 seconds east I57-02l100 feet io a �/8" capped iron set;
south 31 de�rees-52 min��Ces-3U seconds east 63-11/r00 izei to a �/8° capped iron set;
ESTABLISHED 1880
BROOKES BAKL-ft '
SURVEYOR5
April 24, 2004
Page S of 5
liield notes for;- ( P�S.R��� 2){aontinued)
south ?C ciegrees-�l minutes-00 seconds east 116-40/I00 feet to #he place of beginning
and containing 1122-139(100� acres , �
Tt�e basis for.bearings is true north.
Surveyed on the groLnd .�:prii 2004.
�3�Z(�13��'�;S �3Ai�;R SZJI��'�YORS
1'�J;�/ ���/' y� '��� .
�
�o� ��. x��k�y
/�\� oF
,�P,���S T
�:�.G _�
....,. ..DON W. HICYCEY . •..
..: ......
. `9......196 i........�;
\1����9i���S 5����0�`
N
A
Exhibit D-1
Legal Description of Elizabeth Creek Tract
Exhibit D-1 to Water Infrastructure Agreement — Page 1
1'ItAC'1' ]:
l3cine ;i tract ur ��<irr��l ol I;�nd si[utite�! in thc JOS1-IU�I K11VC SU�I2YEY, :�f3S"I'12AC�1� f�'O. 712, Dcnfon County,
1'exa�s, bcinr �,,�rt ol� IG1.>7 :�cres cunveyed by t�'evada E3rU�v�r, u �vido�v to Millon �1. All<inson �uicl wii'c, f-telcn Cwen
AU:inson .is rccur�lcci in Vvluniu 734, Y�t�;c 754, Dectl Rccvrds, Drn�un C'ow�[y,'('cx.�� �incJ bcinK ntore ���irticulairly
dcs�rilicd ;is lullo���s:
COI��IMLf�'C1NC nt thc Rurthc:�st corner ol'said 161,)7 .icrc;s in Chc center ol'St.�te 1-iihliw.i}� ! l�a;
'1'1-ll?I�CL SouCh OU �Iegre�s 45 i'ninutes 44 scconds West, SU.OU I'cet tu :i 1l2 inch iron rod I'aund ;ind (he poiut ol'
bebinriinh, s.imr bcin� in flic South right o('wa�y linc o1'Sl��[c f=lighw:�y (�'U. 1 l� and in Che [?ast line of <�n as�>h.ilt re��7c1;
`Ci-IT�:NCI? South 00 de�;rees 45 minu�es �I4 seconds West, a clisfance ol'25b8.75 feet with said Kravci rua�d to ti I!2 inch
i�•on rvd I'ound i�or corncr;
I'UKi��I �1��7: Cviuiuitnicni fur�l�itic Insui'ancc PaE,e I
C:ontinuatiun ul�Scl��c��ulc �\
G1= No. 123�)IS-IC,IA
'I't-IENC� Norlh SJ dcgrccs 43 minutcs IZ s�conds Wcst, a dist�nce ol' 193G.57 feet partiaily along the Nurth right of
�i�ay of .7 tirzrvcl road lo a 3l8 inch iron rod found for corner;
T1-3T?NCT lVorth 00 debrces 39 minutcs 22 seconds Gast, t3 distance of 735.40 feet to �t posi found for cornrr;
1'l-�GIVCL South 79 debrees �G minutes 20 seconds West, a distance of )41.47 feet to �� ]/2 inch iron rod set for corner,
'I'HLNCL+, North 00 de�recs 2� minutes 42 seconds �ast, a distance of 2U61.1 7 t'eet to a post found for corner in [he
South right of rv<iy linc of State �-lighrvt�y No. l 14;
'I'f iENCE South 38 degrees 56 minutes 45 seconds East, a distance of 2874.63 feet along s�3id South right of rti�ay line to
thc Point oi' 13ebinninh and coulaininh G,875,322.13 square feef or 157.847 acres of' land, more or less.
S:�VL: AI�ll I�XCEI'"T' a 0.202 aere tract of' land conveyed to Steve T3abcocic, by Special Warranty lleed dated
�'ebruary 22, 2007, filed Jirnc I6, 2UO3, recorded under 1Jistrume�it No. 20U8-6�393, of the Tteal Yroperty T2ecords vf
Denton County,'('exas.
I�UR"I'1i�IZ SAVE ANI)'XCI�P'C' a U,2U3 acre tract of land conveyed to l3en Burnside, by Special Warranty Deed
elalecl IVlarch 1, ZOU7, f�i�<� Jun� 7G, 2003, recordetl under Instrurnent No. 2008-65394, of the Real Property 12ecords ot'
t)enton County, "1'cx.3s.
i� UR'I't11;12 SAVL :1N1> LXCIsI''1' .i 0.202 acre tr:icl of land conveyed lo Gliz:�befh Car[h, by Speci��l Warranty Deed
elalecl Ma3rch 20, 2007, filecl June 1 G, 2008, reeur�ie�J uncler Inslrunte-n( No. 2UOb-6539�, of the IZeail Properry 12eeurds
oi' llenroii Count��, "I'e�.�s.
I�UI2'1'I-IG12 SAVG AN�t) I?XCI?P1' a U.202 acrc tr�ct o�'land convcyed to M�ry Keyes, by Speci�l Warranry llecd
cl:itccJ April 12, 2U07, l�ile<7 Jiinc ]G, 20U8, recorded undcr Insh•urnent No. ZUUb-6.53I7, of thc Rc�l I'roperty Recurds of
I)entUn County,'I�e.s:is.
t+UR'I'HI:R SAVI? ANT� 1;AC1�T'T a 9.2339 acrc tract of land conveyed to the State ot'Z'exas, by Deed dated August 7,
2009, liled Autiusi 20, ZOOI, recorde:d under Tnslrument No. 200I-100977, of the I2eal Yroperty Itecurds uf l�enton
County, 'I'cxas.
C�URTI-31�,12 SAV[� ANT) r�CLPT �� 0.420 ��cre tract of land conveyed to llenton County,'I'exas, by Special Warranty
Decd cl<�ted September 2, 2010, r��c� O�tobe�-?6, 2010, rccorded under Tnstrument No. ZOIO-J07112, of the I2eal
Propert�y Records of I)e.nton Counfy, `I'exas.
1� UI2'1�fIi's12 SA\�L AND LXCEI'"I' a 0.202 acrc tract of I�nd conveyed to lssac Lemmc, by Spccial Warranty Dced
datcd May 25, 2U] i, tiJed August �, 2011, recorded under Instrument No. 2011-73U54, of the 12e�1 C'roperty Records
ul' Denton Cowity, Texas.
"1'12,1C'T' 2:
BLINC :i h•<ict of lancl situaicd in the JOSI-IUA K1NC SUR\�I�Y, AI3ST12AC'1' NO. 712, Denlon County, "['exas, and
bcing a part of .� h•act of I�ind conveycd to Sharon Ann MeCulloch-Welis, �s recorded in Volume 40U9, P��ge 24U of the
[>ced Itecords of Denton Cou��ty, "I'exas atnd being morc particularly dcscribed as follUrvs:
COIVIM GRCINC :it thc Northuast corner of ai tracl of l.incJ conveyed tu Milton A. AU<inson by deed recordecl in
Volumc 73�l, 1'agc 7�4 c�i'thc llccd itecurds, llcnton County, "I'cx��s and bcing in thc centcr ��f St:itc Hiehway I 14,
'1'hence South OU dcorecs =}5 minutes 44 seconds West, ii distance of 2,638.75 fect. Thence North 89 degrecs 43 minutes
12 seconcls 1'��cst, .i eiisc:ince c�i' l,)36.�7 Cect to an 3/8 inch iron rod fUund f<ir corner, s.�id point b�ing rhe Noriherly
Soulhc�ist curncr ol'saicl McCulloch-N�clis lra�ct;
I�UK�9'I'-7: Co�n�uitmcnt for"I�itic Insur;+nrc • ��`��� �
Continuacion uCSchedul� n
GP No. 123J15-1C:JA
"I'I-ILNC1: North 8) degrecs I 1 n�inutes 3) sc;conds �Vest, along the NortheJ•ly South line oi's.aid McCulloch tr�M, a3
distance ol'922.83 fccf to an I/2 iron rod s�t i'or corncr;
I'I-[ I,NC(? North 00 degrees 25 minutes 42 seconds Cast, �� distance of 557.91 fect to .in 1/Z inch iron rod found for
corncr;
'I'HT�N<:1? North 79 degrees SG ininuies 20 seconds �ast, a distance o1' 941.=i7 feet to a fence post for corner;
THENCF, South UO cie�;rees 39 minutes 22 scconds West, a distanee of'735.40 1'eet to tf�e POCNT OF E3GGINNING and
cont.3ininti 13.7152 acres or 597,563.3�3G square f'eet of land.
NOT'L: Thc Company is prohibitcd t'r•om insuring the area or quantity of the land descriUed herein. Any statement
in the abovc le�al description of the area or quantity of land is not � representation th�t such area or quantiiy is
currect, but is madc only for infonn�tion and/or identifieation purposes and does not override Item 2 ofSchedule B
hcreol'.
I�UKi�1'I-7: C:u�uiniUucnl fur l'i�lc Insurancc l�agc 3
Exhibit D-2
Legal Description of CTMGT Tract
Exhibit D-2 to Water Infrastructure Agreement — Page 1
DON W. HICKEY, RPLS, LSLS
ALAN W. HICKEY, RPLS
GAREY W. GILI.EY, RPLS, LSLS
CONSULTANT
January 10, 2012
Ya;e ] oi' 7
Field notes for:
ESTABLISHED 7880
BROOKES BAKER SURVEYORS
A PROFESSIONAL GORPORATION
TITLE AND TOPOGRAPHIC SURVEYING
930 Hickey Court
Granbury, 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 KINU St1RVEY, Abstract No. 712, the THOMAS PEOPLES SURVEY,
Abstract No. 677 and the WILLI�IM WALL�IC� SURVLY, Abstract No. 1434 situated in Vv'ise
and Denton Counties, Texas; embracing a portion of the 1�02-325/1 �00 acres tract described in
the deed to Alpha Razlch, Ltd. recorded in volume 4645, page 306 of the Real Rccords of llenton
County, 'I'exas and a portion of ihc 15 acres tract described in the deed io Alpl�a Ranch, Ltd.
recorded in volume 982, page 770 of the Official Records of Wise County, Texas and described
by n�ctes and bounds as follows:
"I'he basis for Uearings is tlle Texas Coordinate System North Central .7,ot�e NAD f�3 ( 1993 ). The
lengths shown hereon are horizontal ground lengths. To convert horizontal ground lengths to grid
lengths multiply by 0.999834271. All S/�" capped irons set called for in this. description are
marlced ( BIZOOI�ES BAK�R SIJRV�YORS ).
Commencing at a',/�" iron found for the nortlieast corner of sai.d 1302-325/l 000 acres tract and
for the northeast corner of the 7-4671/1QOOU acres tract described in the deed to the State of
'I'exas recorded in Dociuilent No. 2009-942C4 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 100�-27/IUO
fcet to a�/8" capped iron seC Ior the most easi:erly northeasi and beginnin ; corner of the tract
being described.
Thence south 00 dcgrees-00 niinul:es-47 seconds west, continuing along ihe east line of said
1302-325/100O acres tract, 1061-�k3 /100 feet to a Si8" capped iron recovered on the bank of a
creelc.
"I,hence northwesterly, aiong the bank of said creek, the following:
nor[l1 77 degrecs-l7 �niniites-OS seccmds wcst 1 16-40 /l0U feet to a 5/8" capped iron
recovered;
north 32 de�n•ees-28 minutes-35 secoz�ds west 6�-1 i/i00 feet to a 5/8" capped iron
reeovered;
north 58 degrees-45 minutes-52 seconds west 157-02 .'I00 feet to a 5/8" capped iron
recovcred;
south �i9 degrees-33 minutes-37 seco�Ids west 131-65 /100 feet to a 5/�" capped iron
reco��erf:d:
s�uth 57 degrees-15 miilutes-12 seconds west 181-36 /l0U feet to a 5/8" capped iron
recovered;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
Jt1IIll'clly 1�� 2�12
Pagt; � Of %
I'ield notes for:
south 82 degrees- � g minutes-29 seconds west 91-87 /100 feet to a 5/8 ° capped iron
recovered; '
south 88 degrees-03 rninutes-29 seconds west 184-85 /100 feet to a 5/8° capped iron
recovered;
north 84 degrees-11 miinrtes-04 seconds ��vest 124-78 /100 feet to a 5/8" capped iron
recovered;
sotrth 60 degrees-09 �nintrtes-04 seconds �uest 56-�7 /100 feet to a 5/8" capped iron
recovered;
north 76 dearees-34 minutes-24 seconds west 30-97 /100 feet to a 5/8" capped iron
recovered;
north 3g degrees-19 mirnrtes-29 seconds wesi 53-12 /100 feet to a 5/8" capped iron
recovered;
north 55 degz•ees-04 minutes-31 seconds west 56-57 /100 feet io a 5/8" capped iron
recovered;
north 65 degrees-39 minutes-07 seconds west 89-01 /100 feet to a 5/8" capped iron
I'8C0 Vl;l'OC�;
north �3 degrees-4C minutes-32 seconds west 138-77 /100 feet to a 5/8" capped iron
recovered;
north 85 degrees-50 zninutes-20 seconds west 140-73 /100 feet to a S/8" capped iron
recovered;
�zorth 68 degrees-19 ininutes-49 seconds west 78-27 /100 feet to a 5/8" capped iron
recovered;
no11h �7 degr•ees-33 minutes-52 seconds west 93-10 /100 feet to a 5/4" 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 irozi
recovered;
south 12 de�n•ees-39 minutes-52 seconds west 154-72 /100 feet to a 5/8" capped iron
recovered;
south 62 debzees-03 minutes-00 seconds west 118-29 /100 feet to a 5/8" capped iron
recovexed;
south C2 degrees-03 minutes-15 seconds west 153-28 /100 feet to a 5/8" capped iron
recovered;
noz•th 78 de�rees-58 minutes-48 seconds wcsl 61-85 /100 feet to a 5/8" capped iron
i-ecovered;
north 59 degrecs-2U minutes-46 seconds west 103-81 /100 feet to a 5/8" capped ixon
recovered;
ESTAB�ISHED 1880
BROOKES BAKER
SURVEYORS
Januaiy 10, 2012
Page 3 of 7
I�ield notes for:
uorth l 4 degrecs-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
recover�d;
north 49 dcbrees-38 minutes-53 seconds west 78-58 /100 feet to a 5/8" capped iron
rccovered;
north 53 degrees-25 ir�inutes-50 seconds west 236-42 /100 feet to a 5/�" capped iron
recovered;
nozth 44 degrees-59 minutes-34 seconds west 102-51 /100 feet to a 5/8" capped iron
recovered;
south �8 degrees-00 minutes-28 seconds west 61-�9 /100 feet to a 5/8" capped iron
recovered;
north 78 degrees-03 minutes-01 seconds west 132-78 /100 feei to a 5/S" 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 ieet to a 5/8" capped iron
rccovered;
north 54 degrees-16 mintrtes-�4 seconds west 51-78 /100 feet to a 5/S" capped iron
recovered;
north 36 degrees-04 minutes-54 seconds west 124-34 /100 feet to a 5/8" capped iron
recovered;
north 82 clegrees-54 minutes-SC seconds west 48-55 /100 feet to a 5/8" capped iron
recovered;
soutIi 64 degrees-2� mimrtes-40 seconds west 195-13 /100 �eet to a 5/S" cappcd 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-OI seconds west 128-I S/100 feet to a S/8" capped iron
recovered;
south 51 degrees-50 ininutes-20 seconds west 39-69 /100 feet to a 5/8" capped iron
rc;covereci;
north �7 degrees-51 mizlutes-24 seconds west 37-13 /100 feet to a 5/8" capped iron
recovered;
north 60 degrees-0� minutes-53 seconds west 307-20 /100 feet io a SJ&" capped iron
recovered;
January 10, 2012
Page 4 of 7
Pield notes for:
ESTABIISHED 186U
BROOKES BAKER
SURVEYORS
north 61 degrees-41 ininutes-31 seconds west 191-39 /100 feet to a 5/8° capped iron
recovered;
north 36 degrees-23 minutes-52 seconds west 126-1$ /100 feet to a 5/8" capped iron
recovered;
north 56 degrees-34 ininutes-07 seconds west 180-86 /100 feet to a 5/8" capped iron
rec�vered;
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/�" capped iron
recovered;
north 34 degrees-56 ininutes-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
rccovered;
north 62 degi•ees-13 minutes-54 seconds west 182-24 /100 feet to a 5/8" capped iron
recovered;
north 51 dcgrees-40 rninutes-08 seconds west 80-81 /100 feet to a 5/8" capped iron
recovered;
north 64 degrees-25 minutes-53 seconds west 138-1� /100 feet to a 5/8" capped iron
recovered;
north 88 de�•ees-�7 inintrtes-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-�9 minutes-27 seconds west 57-25 /100 feet to a 5/8" capped iron
recovered;
south 77 degrees-45 minuti;s-�0 seconds west 8C-66 /100 fect to a 5/b" capped iron
recovered;
south 27 degrees-20 i��inutes-31 seconds west 104-93 /100 feet to a 518" capped iron
recovered;
sout1153 degrees-31 minLrtes-04 seconds west 125-16 /100 feet to a 5/8" capped iron
rccovcred;
south 42 degrees-37 minuies-56 seconds wesi 53-92 /100 feel to a 5/8" capped iron
reeovered;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
1'abe 5 of 7
Field notes for: ( continued )
south 74 degrees-3C minutes-16 seconds west 79-11 /100 feet io a 5/$" capped iron
recovered;
north 85 de�ees-06 ininutes-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/�" capped iron
recovered;
north 49 degrees-43 minutes-28 seconds west 74-13 /100 feet to a 5/8" capped iron
recovered;
north U3 degrees-17 minutes-20 seconds wzst 94-66 /100 feet to a 5/8" capped iron
recovered;
north 29 degrees-14 minutes-43 seconds west l OS-31 /100 feet to a 5/8" capped iron
recovered;
north 47 degz-ees-59 ininutes-08 seconds west 57-81 /100 fest to a 5/8" capped iron
recovered;
north 66 degrces-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
recuvered;
north 54 degrees-08 minutes-1 1 seconds east 95-C1 /100 feet to a 5/8" capped iron
recovered;
north 21 degrees-18 minutes-20 seconds east 83-70 I100 feet to a 5/8" capped iron
recovered in a north line of said 1302-325/100Q acres traci and the south line of said 15
acres tract.
Tl�ence norlh 89 degrees-55 minutes-17 seconds west, along a north line of said 1302-325/1000
acres tract and the solrth linc of said 15 acres tract, 639-88 /100 feet to a 5/8" capped iron
recovered for the southwest corner of said 15 acres tract.
Thence north 00 degrees-31 minutes-25 seconds east, along the west linc 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
tracl ciescribed in t11e 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
SUfiVEYORS
January 10, 2012
Page 6 of 7
Field notes for: ( continued )
Thence northeastcrly, along the south line of said 3-662/1000 acres tract, the following:
north 49 degrees-48 minutes-04 seconds east 427-53 /100 feet to a S/8" capped iron
recovered;
north 63 degrecs-l4 minutes-14 seconds east 111-78 /100 feet to a 5/8" capped iron
recovered;
north S9 degrees-�8 minutes-48 seconds east 520-15 /100 feet to a 5/8" iron found for ihe
northwest corner of the 30 feet by 60 feet save aild except tract described in the deed to
Roy L. Ryan recoi•ded in Docuxnent No. WD 278795 of the said Real Records Wise
County, Texas.
"I'hence south 00 degrees-10 ininutes-11 seconds west, along the west line of said save and except
tract, 59-97 /1Q0 feet to a S/8" iron found.
"1'hence north S9 degrees-4� rninutes-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.
'l�hence south 00 degrees-12 minutes-53 seconds west, along the east line of said 15 acres traci,
420-;6 /100 feet to a 5/8" capped iron recovered for the southcast corner of said 15 acres tract in
a north line of said 1302-325/1000 acres traci.
1�hence south 89 dcgrces-55 minutes-18 seconds east, along a north line of said 1302-325/1000
acres tract, 2661-�2 /l0U fcet 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 lract, 301-75 /100 feet to a 5/8" capped iron set for the southwest corner of the said 7-
4671/I0000 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 lcft an arc length of 767-691100 feet to a 5/8" alunlinum capped
iron iound at its end. The long chord of said 767-69/100 fcct are is south SS degrees-42
minutes-S3 seconds east 767-14/100 feet;
sotrtlz 89 degrees-28 minutes-27 seconds east 1000-10/100 feet to a 5/8" capped iron set.
'I'lience south 00 degrees-00 minutes-47 seconds west 865-60 /100 feet to a �/8" capped iron set.
�
ESTABIISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
1'agc 7 of 7
I'ield notes for: ( coni:inued )
"I'1lence south 89 degrees-25 minutes-I ) 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 withi�l said Thomas Peoples Survey and 11-238/1000 acres lies
within said Williain Wilson Survey of said 171-089I1000 acres 143-005/1000 acres lies within
said Denton Couuty and 25-084/1000 acres lies within said Wise Cotmty.
S�uveyed on the ground December, 2011.
BI200IC�S BAI�;R SU�2VEYOI2S
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Exhibit D-3
Legal Description of 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 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 D-3 to Water Infrastructure Agreement — Page 1
Exhibit E
Map of Shale Creek Property and City Wholesale Service Area
Exhibit E to Water Infrastructure Agreement — Page 1
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Exhibit F
Legal Description of Shale Creek Property
Exhibit F to Water Infrastructure Agreement — Page 1
LEGAL DESCRIPTIOfV
BEING A 158.396 (CALLED 158.43 ACRES) ACRE TRACi' OF IAND SITUATED IN THE SMITH COUNTY
SCHOOL LAND SURVEY, ABSTRACT NO. 1173, DENTON COUNTY, TEXAS, AND IN THE SMITH COUNTY
SCHOOI 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. PROPERTY RECORDS, DENTON
COUNTY, TEXAS, WITH THE BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE COORDINATES,
NORTH CENTRAI ZONE, NAD$3 (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS
BETWEEN JUIIAN DAY 253, 2004 AND JULIAN DAY 259, 2004, CALCUTATED FROM DALLAS CORS ARP
(PfD-DF8984) AND DENTON CORS ARP (PID-DF8986), AND BEING MORE PARTiCULARLY DESCRIBEO BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 60D NAIL FOUND FOR THE NORTHEAST CORNER OF SAID 158.396 ACRE TRACT, AND
THE COMMON SOUTHEAST CORNER OF A CALLED 284.67 ACRE TRACT OF LAND DESCRIBED IN DEED TO
J.L. LOGAN FAMiLY LIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. Z004-
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
UMITED 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 CAL�ED 107 ACRE
TRACT OF LAND CONVEYED TO JOANNE M. YOUN6, BY DEED RECORDED IN VOLUME 515, PAGE 94,
DEED RECORDS, DENTON COUNIY, TEXAS. SAID POINT ALSO BEING IN TH'E APPROXIMATE CENTERLINE
OF SOUTH COUNIY LINE ROAD, A PRESCRIPTIVE RIGH7-OF=WAY BY USE AND OCCUPATION;
THENCE SOUTH 00 DEGREES 05 MINUTES 03 SECONOS WEST, ALONG THE COMMON EAST LINE OF SAID
158.396 ACRE TRACT AND THE APPROXIMATE CENTERUNE OF SAID SOUTH COUNTY UNE ROAD, A
DISTANCE OF 3910.05 FEET TO A 5/8" IRON RQD WITH A YELLOW PLASTIC CAP STAMPEO "JACOBS" SET
FOR CORNER IN THE EA57 LINE OF SAiQ 158.396 AND IN THE COMMON WEST LINE OF A CALLED Z6.779
ACRE TRACT OF LAND DESCRIBED IN DEED TO PEGGY MCCURDY, VOLUME 1193, PAGE 586, DEED
RECORDS DENTON COUNTY, TEXAS;
THENCE DEPARTING SAID COMMON LfNE ALONG THE SOUTH �INE OF SAID 158.396 ACRE TRACT AND
THE COMMON NORTH LINE OF SHALE CREEK, A 78.605 FINAL PLATAS RECORDEO IN CABINET B, SUDE
336, PLAT RECOROS OF WISE COUNTY, TEXAS, AND IN CABINET V, PAGE 374, PLAT RECORDS OF DENTON
COUNTY, TEXAS, THE FOLLOWING COURSES AND DISTANCES:
NORTH 89 DEGREES 54 MINUTES 57 SECONDS WEST, A DISTANCE OF 40.00 FEETTO 5/8" IRON
ROD WITH A PI.ASTIC 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 ROO FOUND WITH CAP FOR CORNER;
i:�sc.��w�xL�aoo�,WFXL1�3U0\600 llISCIPLINE'i613 Survey�,6is.� tx�a� Qescriptions\WFXL1800 158.396ACRE.docx
Pagc 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 PLASTlC CAP STAMPED "JACOBS" SE7 FOR CORNER;
NORTH 57 DEGREES 36 MINUTES 59 SECONDS WEST, A DISTANCE OF 257.00 FEETTO A 1/2"
IRON ROD FOUND WITH CAP FOR CORNER;
NORTH 42 DEGREES 15 MINUTES 22 SECONDS WEST, A DISTANCE OF 760.73 FEETTO A 5/8"
IRON ROO WITH A YELLOW PlASTIC CAP 57AMPED "JACOBS" SET FOR CORNER;
NORTH 47 DEGREES 14 MINUTES 36 SECONDS WEST, A DISTANCE OF 1180.74 FEET TO A 5/8"
IRON ROD WI7H A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE
BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 03
DEGREES 49 MINUTES 11 SECONDS, A RAOIUS OF 275.00 FEET, AND A CHORD THAT BEARS
NORTH 45 DEGREES 49 MINUTES 19 SECONDS EAST A DISTANCE OF 18.33 FEET;
ALOfVG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 18.33 FEET TO A 5/8"
IRON ROD WITH A YE�LOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 47 DEGREES 43 MINUTES S4 SEC�NQS EAST, A DISTANCE OF 13.33 FEETTO A 5/8" IRON
RpD 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 YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
SOUTH 47 DEGREES 43 MINUTES 54 SECONDS EAST, A DISTANCE OF 223.27 FEET TO A 1/2"
IRON ROD FOUND WITH CAP FOR CORNER, BEING THE SOUTHWEST CORNER OF SAIQ 158.396
ACRE TRACT AND THE COMMON NOR7HWE5T CORNER OF SAID SHAIE CREEK AND BEING IN
THE EAST LINE OF A CALLED 1b.5 ACRE TRACT DESCRIBED IN DEED TO DANIEL AND BARBARA
NRNCE, AS RECOROED IN VO�UME 324, PAGE 209, DEED RECORDS, WISE COUNTY, TEXAS;
THENCE NORTH 00 DEGREES 02 MINUTES 26 SECONDS EAST ALONG SAID EAST LINE, AND AIONG WITH
THE EAST LINE OF A CALLED 20.02 ACRE TRACT OF LAND DESCRIBED IN OEED TO DANIEE.AND BARBARA
NANCE IN VOLUME 202, PAGE 625, DEEO RECORDS, WISE COUNTY, TEXAS, A DISTANCE OF 1599.4Z TO A
FOUND 3" PaST, 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 R CALLED 284,67 ACRE
TRACT OF LAND AS DESCRIBED IN DEEED TO J.L. LOGAN FAMILY LIMITEQ PARTNERSHIP, AS RECORDED
IN INSTRUMENT NO. 2004-66130, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS;
THENCE ALONG THE NORTH UNE OF SAID 158.396 ACRE TRACT AND THE COMMON SOUTH IINE OF
SAID 284.67 ACRE TRACT NORTH 89 DEGREES 37 MINUTES 10 SECONDS EAST, A DISTANCE OF 2631.54
FEET TO THE POINT OF BEGINNiNG, AND CONTAINING A CALCUlATEO AREA OF 158.396 ACRES.
L\SLD'�WFXLI800��.wFxLixoo��oo oisC�PLtN�sls s��y�6�3.7�ai Descriptions\WFXL1800 158.396ACRE.docx
Pagc 2 of 3
EXI-�T�3IT YREPARED OF EQUAL DATE HERBWTTH ACCOMPANIES THTS PROPERTY
DESCRTP'�ION.
/,/ __ ,/,J � /% .�
Elliott Pat Busby,�jt:P.L.S.
Registered Professionai 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
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Pa6c 3 of 3
UTsSCRIPI'ION
PAT2CEL 3
DLSCRIP'l'ION }�OR f� 2�.57 nCRE TRACT OP LAND OU`f OP TI-I� SMI'I�H COUNTY SCHOOL
l.,nND SURVI;Y, AF3S`l'RAC`l' NO. 743, W[SL' COUNTY, `I'EXAS, ABSTRAC"T' NO. 1 137, DENTUN
COUN"1'Y, "I'C;XAS AND "I'116 WILLIAM WALLACE SURVEY, ABS`I'RACT NO. 1434, WISE
COUN"1'Y, "I'EX�S, ABS"I'RnC'I' NO. 1405, DENTON COUNTY, TEXAS, SAID'J'RAC"I' OF LAND
[3I:ING A POKTION OF 'I'I-IA`I' CER'I'AIN TRAC'1' OP LAND RECORDED IN VOL. 4484, PG. 520,
D.R.D.C."1'., /�ND VOI,. 918, PG. 280, O.R.W.C.'I'., AND BEING A PORTION OF "I'HAT CERTAIN
'f'RnCI' OF LAND RI;CO�.DED IN VOL. 44 PG. 528, D.R.D.C.T., AND VOL. 9] 8, PG. 288,
O. EZ. W .C."l'..
COMMENCING I�ROM A 3" S"I'L;LL TENCr POST I�OUND, SAID FENCE POST BEING FOR `t'HE
NORTI-IWL'S'I' CORNER OI= I3LOC1< I, SMIZ'H COUN'I'Y SCHOOL, ABSTRAC'I' NO. 743, WISE
COUN"I'Y, '!'E;XAS AND l3L;ING IN '1'I-iE SOUT�-I LINL-; OF VOL. 1 14, PG. 246, D.R.W.C."I'., SAID
POS`I' ALSO I3I�ING FOR "('l-(1� NUR"I'HLAS`]' CORNER OF VOL. 202, PG. 625, D.R.W.C.'i'.,
"f�111:NCE 5.39° �9'27°E., 2631.65 TEL;7' AND S.00° 38'19"W,, 474226 FEE`I"I'O A'/" CAPPED IRON
I�OUND lN "I�l�ll; APPROXIM�"I'E CrNTCIZ OF SOUTH COUNTY LINE ROAD FOR "I'HE I'OTNT
Ola t3C;GiNNlNC;
"I�I II:NCf: S 00° _>S'19" W, ���1"I�I�i rl'l (r nPPROXIMATE CI:N"i'L;R OF SAIU SOUTEI COt1NTY LINE
KUnD, 33�.39 PI?1?"1" TO A 601a NnIL POUND, Sf11D NAIL;
"(�I iGNCI_; S 49�02'12" W, 172.16 FEE"I' `['O A 5/8" SLICK IRON FOUND IN THE NORTH LINE Ofi
S'1'n"I'C; 1-IWl'. NO. l 14;
'I'I If;NCI; N 34° 47'29" W, WI`['11 `!'1-fE NORTI-1 LIN� OT' S/�ID S'I'A'I'E 1-IWY. NO. 1 14, 419.65 FEET
"I'O n"I�XDO�f MONUMI�;N"1' I�OUNI�, SALD MONUMEN'i' BLINC) FOR THE I3EGINNING OF A
CUIZVC "I'O "l�l IE LI�I�'I�;
"1'1 [[�NCL-; WI"]�l-I '1'Hl� NOR`I'I-i LINE Ul� SAIU STATE f CWY. NO. 1 14, AND SAID CURVE TU THE
l_l:;l�'I' WI-IUSi; IZ/1DIUS IS 230_�8.31 I�1;ET nND WI-IOSE CEN'('RAL ANGLL IS 04° 39'24" AND
Wf-IOSt:; CI iORD I31�ARS N S7° 17'44" W, 1871.95 I�EET nND I3EING AN ARC LENGTI{ OF
1872.47 I�EI:7' TO /� '/" CAC'I'LU IEZON FOUND, SAID IRON BE1NG A'I''['HE INTERSLCTION U�'
"I'I-[[.; NOR"]�I-f LINE OF SnIU S"I'A"I'I? I-IWY. NO. 1]4, AND TI-IE EAST LINE OF SHALE CREEK
l3LVD.;
'i'l il�NCf; N 00° I S'49" L, W 1TI-I TH� EAST LINE OF SAiD SHALE CREEK BLVD, 53.43 FEET `I'O
n���° CnPP1;D ]RON FOUND, SAID [RON BEING FOR THE I3EGiNNTNG OF A CURVE TO `I'HE
fZIGI I'1';
I'1 Il�NC1; WI'I'I-i 'I'I-Il:; 1:AS'1' LING UI= SAID SI-IALE CREEI< BLVD, AND SAID CURVE TO "I'HE
I:1G1 I"f WI-fOSf, RnC�IUS IS �95.00, AND WI-fOS�; CENTRAL ANGLE 1S 48° O1'23" AND WI-IOSE
Cl (ORD C3F.nRS N 24� 16'3 1" L;, 402.5� I�L[:T ANU I3EING nN ARC LENG'1'I-1 OF 414.89 FLE"I' TO
i� %" CnPPI;D 1RON I=OUND;
'I'f i1:NCt:; N 4�" 17' l2" L, CON"I'WUING WITI-i'(�I-IL EAS"l' LINE OF SAID SHALE CREEK BLVD.,
�94.2� P1:ET TO /� '/" CAPPED IRON POUNU, SAID IRON BEING AT'('HE INTERSECTION OF
"I'l-(L I;nS'1' L1NB Or SAID SI-IALL; CRF.,I:I< BLVD., AND'1'HE SOUTH LINE OF RF,GEN'I' DRIVE;
"l'I [L:NCI� S 41° 42'48" L;, 1�V("I'!-I T( IF� SOUTH LINE OI' SAID RCGLNT DRIVE, 1]9.51 FEET'1'O A
;��" Cn1'PI;D IRON f=OUND, S�IU IRON I3EING FUR THE BEGINNING OF A CURVE "I'O "I'�-�E
�.r;�:-r,
"I'I-ILNCI.; WI"I'Fi TI�t; SOU"l'li LINE OF SAID REGEN`I' DRIVE, AND SA1D CURVE TO THE LEl�7'
W} IUSE; R/�UIUS IS 5���.00 I=EL"[' AND WHOSE CENTRAL ANGLE IS 08° 41'43" AND WHOSE
CI-f0(ZD I3EARS S 46° 03'39° t;, 128.12 FF.f;"I', nND BEING AN �RC LENGTH OF 128.24 FEE"I' TO
n '/" CnPPLD II�ON f�OUNp;
I'[ (I;NCL W I"I'1( Tl-[I? SOU"l�1 IERLY LINE OF SNALF, CRrEK, AN ADDI'i'ION IN WISE AND
l.�f;N"1'ON COUNTfES, "f'[=,XnS, nCCURDING '1�0 �'1-[F PLA�"1'E-IEREOF� RECORDED IN CABINE"I'
f3, SLIDE� 336, PLA"I' Rf;CORDS, W1S1� CUUN"1'Y, TEXAS, AND CABINE'I' V, PAGE 374, DENTON
COL1N"I'Y, TE;XnS, "I'E-[L FOI,LOWING CnLLS:
S 3>° 35'29" W, 1 10.00 I�L'1�'1' "1,0 A'/" CnPPED IRON i�OUND;
S>2° 24'2S" L, 66.63 f� EF� I' "l'O n%" CAPPED IRON FOUND;
S�6° 24'21 " C;, 66.63 I'E�"I' "I�O n%" CAPPED IRON fiOUND;
S C�0° 24' I 5" E, 66.63 1,CL`I' "1'O A'/" CAPPED IRON FOUND;
S C>4° 24'08" L, 66.63 rEL"I"I'O A'/" CAPPED IRON POUND;
S 6g° 24'02" l;, 6G.63 P� L� 1, Z'O �%" CAPPLD 1RON rOUND;
S 72° 23'S5" I;, 66.63 i'L1:'I"I'U A'/" CAPPED IRON FOUND;
S 76° ?3''12" l:, CE>.63 I�F.F."1' "1'O A'/" CAPPEU IRON FOUND;
S SO°23'42" L', 66.63 1� L�"f' "l'O n'/" CnPPL'U IRON FOUND;
S�;° 17'2S" l;, 66.69 F[�G"1' "1'O /� '/" CnPPLI� IRON rOUND;
S S9° 21'�11° I_,, 1 161.95 Fl;G'l� "1'O'i'I fL 1'OINT OF BEGINNrNG AND CON"I'AINING 25.87 ACRES
Of� LnNI�.
Exhibit G
Off-Site Water Main
Exhibit G to Water Infrastructure Agreement — Page 1
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��_��� ALPHA RANCH WATER MODEL PAPE-DAWSON
° �EN�/NEERS
F =
y CITY OF FT. WORTH
�¢ I� I� I� IQ tfH XY L00�� � I 6A1IM41ROW0! Ti�i1i � I S LlillOM
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Exhibit H
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and
entered into as of the day of , , between
, a ("Assi�"), 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 the Owner under that certain Water
Infrastructure Agreement (City Secretary Contract No. �(the "Agreement") effective as
of , among Brookfield Acquisitions, L.P., a Texas limited
partnership; South Denton County Water Control and Improvement District No. l; CTMGT
Aipha Ranch, LLC, a Texas limited liability company; CTMGT AR II, LLC, a Texas limited
liability company; Alpha Ranch Fresh Water Supply District of Denton and Tarrant Counties;
North Fort Worth Water Control and Improvement District No. 1 of Denton and Wise Counties;
Shale 114, L.P. a Texas limited partnership; and the City of Fort Worth, Texas relating to the
construction of Water Infrastructure, as described therein.
B. Assignor desires to assign certain of its rights and obligations under the
Agreement to Assignee, and Assignee desires to acquire such rights and obligations, 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 De�ned Terms. Unless indicated otherwise herein, capitalized terms in
this Assignment shall have the same respective meanings as are ascribed to them in the
Agreement.
2. Assignment. Subject to ali of the terms and conditions of this Assignment,
Assignor hereby assigns to Assignee all [or describe specifcally assigned rights if partial] of
its rights and obligations under the Agreement.
3. Assumption. Assignee hereby assumes the obligations of Assignor described in
Section 2 and any liability that may result from acts or omissions by Assignee under the
Agreement 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.
Exhibit H to Water Infrastructure Agreement — Page 1
4. Governing Law. THIS ASSIGNMENT MUST BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS� AS TAEY 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 has been prepared in
multiple counterparts, each of which shali constitute an original hereof, and the execution of any
one of such counterparts by any signatory shall have the same force and effect and shall be
binding upon such signatory to the same extent as if the same counterpart were executed by all of
the signatories. Facsimile copies of signatures may be appended hereto with the same force and
effect as legally delivered original signatures.
6. Notice to Citv. 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 representatives,
successors, and assigns.
EXECUTED as of the day and year iirst above written.
ASSIGNOR:
By:
Printed Name:
Title:
ASSIGNEE:
By:
Printed Name:
Title:
Exhibit H to Water Infrastructure Agreement — Page 2
Exhibit I
Paving Repair Standards
44340.15
Exhibit I to Water Infrastructure Agreement — Page 1
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M&C Review
Page 1 of 3
Officiai site of the City of Fort Worth, Texas
F�{lR`� WORT 11
COUNCIL ACTION: Approved on 12/13/2016 - Resolution No. 4725-12-2016 & 4726-12-2016
DATE: 12/13/2016
CODE: L
REFERENCE 12BROOKFIELD, ALPHA
NO.: L-15980 LOG NAME: RANCH, SHALE CREEK
AGREEMENTS
NON- PUBLIC
TYPE: CONSENT HEARING: NO
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.ot•g/council�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
Fund
Department Account Project
ID ID
De artment Account Pro'ect
p � 1
ID ID
Program � Activity
Program � Activity
Budget ( 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 (3) 1295.pdf
Rvan Dynasty Trust 1295.pdf
Water district alpha Ranch shale creek brookfield Map.pdf
Page 3 of 3
http://apps.cfwnet.org/council�acket/mc review.asp?ID=22358&councildate=l2/13/2016 3/2/2017