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AGREEMENT CONCERNING SEWER SERVICE
TO ALPHA RANCH AND BROOKFIELD DEVELOPMENTS
��� f-�-� y This Agreement Concerning Sewer Service to Alpha Ranch and Brookfield
Developments ("A�reement") is entered into by and between the City of Fort Worth Texas a
home-rule municipal corporation situated in Tarrant, Denton, Johnson, Parker and Wise
Counties, Texas (the "Citv"); Alpha Ranch Fresh Water Supply District of Denton and Wise
Counties ("Alpha Ranch District") and South Denton County Water Control and Tmprovement
District No. 1("'Brookfield District") (each, a"District", and, collectively, the "Districts")
RECITALS
A. The Alpha Ranch District was created as a water control and improvement district
pursuant to Article XVI, Section 59, Texas Constitution, and has been converted to a fresh water
supply district operating pursuant to Chapters 49, 51 and 53 of the Texas Water Code in Denton
and Wise Counties, Texas, consisting of 1,293.736 acres of land, shown in Exhibit A and more
particularly described in Exhibit A-1 attached hereto and incoz-porated herein for all purposes
(the 1,293.736 acres and, if annexed by the Alpha Ranch District, the CTMGT Tract and the
Alpha Ranch, Ltd. Tract defined below, are hereafter referred to as the "Alpha Ranch Propertv").
B. CTMGT Alpha Ranch, LLC, owns 171.089 acres of land adjacent to the Alpha
Ranch District, shown in Exhibit A and more particularly described in Exhibit A-2 attached
hereto and incorporated herein for all purposes; and has submitted a petition to the City seeking
consent to annexation of such property by the Alpha Ranch District (the "CTMGT Tract").
C. The Ryan Dynasty Trust owns 12.916 acres of land adjacent to the Alpha Ranch
District, shown in Exhibit A and more particularly described in Exhibit A-3 attached hereto and
incorporated herein for all purposes, and has submitted a petition to the City seeking consent to
annexation of such property by the Alpha Ranch District (the "Rvan Trust Tract").
D. The Brookfield District was created as a water control and improvement district
pursuant to Article XVI, Section 59, Texas Constitution, and has been converted .to a fresh water
supply district operating pursuant to Chapters 49, 51 and 53 of the Texas Water Code in Denton
County, Texas, consisting of 231.579 acres of land shown in Exhibit B and more particularly
described in Exhibit B-1 attached hereto and incorporated herein for all purposes (the
"Brookfield PropertX").
E. The Parties, together with North Fort Worth Water �ontrol and Improvement
District No. 1 of Denton and Wise Counties, entered into that certain Water and Wastewater
Utility Services Transfer Agreement with Aqua Texas, Inc., a Texas corporation ("Aqua Texas")
dated ����} = �-�- Cit Secretar Contract No. ���0 S� �
� Y Y _� whereby Aqua Texas agreed
(a) to tra.nsfer to the Brookfield District all of its ri ghts an d o b l i g a t i o n s u n d e r s e v v e r C C N N o.
20453 for the property encompassed by the Brookfield District described in Exhibit B-1; and (b)
to transfer to the Alpha Ranch District all of its rights and o�bligations_ under_ ��vuer CCN No.
����'I�IA�, i�t,,r�l�
Agreement Concerning Sewer Service �;�'� ��GR�T%�Y
To Alpha Ranch and Brookfield Developments — Page 1 ;
p �% rinRiH, ix
20867 for 160.8963 acres of land in the Alpha Ranch Disirict described in Exhibit A-4 and
TPDES Permit No. WQ0014263-001 (the "Elizabeth Creek Wastewater Discharge Permit").
F. The Elizabeth Creek Wastewater Discharge Permit authorizes construction and
operation of a wastewater treatment plant for the treatment and discharge of treated sewage
effluent into or adjacent to Elizabeth Creek traversing a portion of the property included in the
Alpha Ranch District with daily average effluent flow not to exceed 0.075 million gallons per
day ("MGD") (the "Elizabeth Creek Wastewater Treatment Plant").
G. The Alpha Ranch District intends to file one or more applications with the Texas
Commission on Environmental Quality ("TCEQ") to amend the Elizabeth Creek Wastewater
Discharge Permit to increase the ultimate capacity of the Elizabeth Creek Wastewater Treatment
Plant in accordance with TCEQ standards, subject to the limitations of 2,500 lots in the Shale
Creek Property (as defined in Recital J), the Alpha Ranch Property and the Brookfield Property,
and has requested the City's support for such permit applications.
H. The City, the Brookfield District, the Alpha Ranch District, CTMGT Alpha
Ranch, LLC, CTMGT AR II, LLC, and Brookfield Acquisitions, L.P. entered into that certain
Sewer Infrastructure Agreement dated �- ►�}- - I'�-- (City Secretary Contract No.
y� l.o � t� )(the "Sewer Infrastructure Agreement") providing, among other terms, for
construction, at no cost to the City, of approximately 23,722 linear feet of sewer main extending
from the terminus of an existing 30-inch sewer main near the north side of Alliance Airport to a
point east of ihe Alpha Ranch District (Point F to Point D), approximately 2,579 linear feet of
sewer main extending to the Alpha Ranch Property (Point D to Point A), and approximately
4,000 linear feet of sewer main extending to the Brookfield Property (Point D to Point C) as
shown on Exhibit E(the "Off-Site Sewer Main"). Approximately 3,863 linear feet of sewer
rriain extending to the Shale Creek Development (Point C to Point B) (the "Shale Creek Main")
shall be constructed pursuant to that certain Agreement Concerning Water and Sewer Service to
Shale Creek Development (City Secretary Contract No���. The Districts and Owners shall
design the Off-Site Sewer Main and the Shale Creek 1Vlain to accommodate the sanitary sewer
loading described on Exhibit E-l; provided, however, final sewer pipe sizes will be dependent
on actual slope as reflected in the final design.
I. The Alpha Ranch District and the Brookfield District have the option to construct,
or cause to be constructed, the Elizabeth Creek Wastewaier Treatment Plant to provide interim
sewex sezvice to the Alpha Ranch Property, the Brookfield Property and, if annexed by the Alpha
Ranch District, the CTMGT Tract and the Ryan Trust Tract (collectively, the "Sewer Service
Area") pending construction of the Off-Site Sewer Main.
J. The wastewater plant authorized under TCEQ Permit No. WQ14186-001 owned
and operated by Aqua Texas (the "Shale Creek Wastewater Treatment Plant") is authorized to
serve the Shale Creek development located north of Highway 114 and west of the Brookfield
District including without limitation a 158.396-acre tract north of an unnamed tributary, as
shown in Exhibit C and described in Exhibit C-1 (the "Shale Creek Propertv") as described in
that certain Agreement Concerning Water and Sewer Service to Shale Creek Development dated
- (City Secreta.ry Contract No�}�lo� (the "Shale Creek Water and Sewer
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 2
Agreement")
K. The Shale Creek Wastewater Treatment Plant may have excess capacity to
provide interim sewer service to a portion of the Brookfield Property in a cost-effective way that
would not require boring under Highway 114, pending construction of the Off-Site Sewer Main.
L. At any time prior to approval by the City of a final plat containing the 2,SOlst lot
within the Sewer Service Area and the Shale Creek Property, the Brookfield District and the
Alpha Ranch District shall construct, or cause the construction of, the Off-Site Sewer Main in
accordance with the Sewer Infrastructure Agreement, whereupon the Elizabeth Creek
Wastewater Treatment Plant will be taken out of service and the City will become the provider of
retail sewer services to all existing and future customers in the Alpha Ranch District and the
Brookiield District.
M. The number of retail connections served by the Elizabeth Creek Wastewater
Treatment Plant within the Sewer Service Area shall not, when added to the number of retail
connections served by the Shale Creek Wastewater Treatment Plan within the Brookfield
Property and the Shale Creek Property, exceed a total of 2,500 retail connections.
N. Aqua Texas will provide sewer service to the Shale Creek Property in accordance
with the Shale Creek Water and Sewer Agreement; provided, however, the lots within the Shale
Creek Property shall be counted toward (a) the maximum 2,500 retail connections that can
served by the Elizabeth Creek Wastewater Treatment Plant and/or the Shale Creek Wastewater
Treatment Plant prior to construction of the Off-Site Sewer Main; and (b) the final plats to be
considering in establishing the deadline to design and construct the Off-Site Sewer Main.
O. The Alpha Ranch District agrees, upon commencement of construction of the Off-
Site Sewer Main and acceptance by the City in accordance with the Sewer Infrastructure
Agreement, to (i) file a motion with the Public Utility Commission of Texas (the "PUC"), the
TCEQ or other agency with jurisdiction to transfer to the City or dissolve its sewer CCN with
respect to the Alpha Ranch District and (ii) convey to the City certain wastewater infrastructure
and related assets to serve the Alpha Ranch District at a nominal cost, in accordance with this
Agreement.
P. The Brookfield District agrees, upon commencement of construction of the Off-
Site Sewer Main and acceptance by the City, to (i) file a motion with the PUC, the TCEQ or
other agency with jurisdiction to transfer to the City or dissolve its sewer CCN with respect to
the Brookfield District and (ii) convey to the City certa.in wastewater infrastructure and related
assets to serve the Brookfield District at a nominai cost, in accordance with this Agreement.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 3
ARTICLE I
DEFINITIONS
1.01 "Alpha Ranch Property" means the 1,293.736 acres of land described in Exhibit
A-1. If the Alpha Ranch District annexes the CTMGT Tract described in Exhibit A-2, the
"Alpha Ranch Property" also includes the CTMGT Tract. If the Alpha Ranch District annexes
the Ryan Trust Tract described in Exhibit A-3, the "Alpha Ranch Property" also includes the
Ryan Trust Tract.
1.02 "Effective Date" means the effective date of this Agreement as defined in Section
6.17.
1.03 "Parties" means, collectively, the City, the Alpha Ranch District, the Brookfield
District, and any permitted successors and assigns.
1.04 "Partv" means, individually, the City, the Alpha Ranch District, or the Brookfield
District, and any permitted successors and assigns.
1.05 "Property" means the items listed in Section 2.03(a).
1.06 "Sewer Service Area" means the Alpha Ranch Property, as defined in Recital A,
and the Brookfield Property, as defined in Recital D.
ARTICLE II
PROVISION OF WASTEWATER SERVICE; CONSTRUCTION OF WASTEWATER
INFRASTRUCTURE; OPTION TO PURCHASE FACILITIES AND RELATED ASSETS
2.01 Provision of Wastewater Service to Customers in the Alpha Ranch District and
the Brookfield District• Construction and Removal of Sewer Infrastructure
(a) The Alpha Ranch District and the Brookfield District have the option to construct,
or cause to be constructed, jointly or separately, the Elizabeth Creek Wastewater Treatment Plant
within the boundaries of the Alpha Ranch District, at no expense to the City.
(b) The Districts may provide retail sewer service to the Alpha Ranch Property and
the Brookfield Property using the Elizabeth Creek Wastewater Treatment Plant and/or by
contracting with Aqua Texas for service to the Brookfield Property utilizing the Shale Creek
Wastewater Treatment Plant.
(c) The City shall support one or more applications to the TCEQ to amend the
Elizabeth Creek Wastewater Discharge Permit, subject to Trinity River Authority approval,
provided such applications comply with all applicable TCEQ standards and the Districts submit
an updated sewer study to the City. The Districts may submit multiple applications to the TCEQ
to amend the Elizabeth Creek Wastewater Discharge Permit in increments, provided, however, in
no event shall the Districts apply for permits to amend the Elizabeth Creek Wastewater
Discharge Plant to exceed the capacity needed to serve 2,500 retail connections less the number
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 4
of retail connections within the Shale Creek Property and the Brookfield Property served by the
Shale Creek Wastewater Plant. For purposes of this Agreement, each lot included in a recorded
final plat shall be considered to be one retail connection.
(d) The Alpha Ranch District and the Brookfield District shall construct, or cause to
be constructed, jointly or separately, the Off-Site Sewer Main in accordance with the Sewer
Infrastructure Agreement. The Alpha Ranch District and the Brookfield District shall
commence designing the Off-Site Sewer Main before approval by the City of final plats
containing 1,875 lots within the Sewer Service Area and the Shale Creek Property and shall start
construction of the Off-Site Sewer Main before approval by the City of final plats containing
2,250 lots within the Sewer Service Area and the Shale Creek Property. In no event shall the
Elizabeth Creek Wastewater Treatment Plant (alone or in combination with the Shale Creek
Wastewater Plant) serve more than 2,500 retaii connections within the Sewer Service Area and
the Shale Creek Property.
(e) Upon completion of construction of the Off-Site Sewer Main and acceptance by
the City in accordance with the Sewer Infrastructure Agreement, the City will become the retail
sewer provider to all then existing and future customers in the Alpha Ranch District and the
Brookfield District at the City's generally applicable rates charged to comparable classes of out-
of-city customers. Aqua Texas shall continue to provide retail sewer service to customers within
the Shale Creek Property in accordance with the Shale Creek Water and Sewer Agreement.
(� The Elizabeth Creek Wastewater Treatment Plant shall be the property of the
Alpha Ranch District, either solely or pursuant to a joint agreement with the Brookfield District.
Within 120 days after completion of construction of the Off-Site Sewer Main and acceptance by
the City, the Districts shall cause the Elizabeth Creek Wastewater Treatment Plant to be removed
from the Alpha Ranch District at no expense to the City and shall dispose of the plant in their
sole discretion.
Texas.
(g) The Shale Creek Wastewater Treatment Plant shall remain the property of Aqua
2.02 Cooperation bv the Districts.
(a) The Alpha Ranch District agrees, upon commencement of construction of the Off-
Site Sewer Main, to file a motion with the PUC, the TCEQ, or other agency with jurisdiction, at
no cost to the City, to transfer to the City or dissolve its sewer CCN with respect to all property
within the Alpha Ranch District, expressly including without limitation the 160.8963 acres of
land described in Exhibit A-4.
(b) The Brookfield District agrees, upon commencement of construction of the Off-
Site Sewer Main, to file a motion with the PUC, the.TCEQ, or other agency with jurisdiction, at
no cost to the City, to transfer to the City or dissolve its sewer CCN with respect to all property
within the Brookfield District, consisting of the 231.579 acres of land described in Exhibit B-1.
(c) The Districts agree not to contest any applications filed by the City at the TCEQ,
the PUC, or other governmental agency for a new or amended wastewater CCN to effectuate the
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 5 .
transfer to the City of retail wastewater service rights for property within the Alpha Ranch
District and the Brookfield District after construction of the Off-Site Sewer Main and to
cooperate with and assist the City to the extent reasonably necessary in obtaining any regulatory
approvals required to effectuate such transfer of wastewater utility service rights by the Districts
to the City.
2.03 Grant of Option. Subject to the terms and conditions set forth in this Agreement,
the Districts grant to the City an option (the "O_ption") to purchase and accept from the Districts
all or any part of the Districts' right, titie and interest in and to the following property, as it may
now exist, or be acquired or constructed by the Districts at any time after the Effective Date, and
consisting of the following (collectively, the "PropertX"):
a. all wastewater collection facilities, including meters, lift stations, and other
equipment, fixtures, on-site sewer mains, improvements or appurtenances used to
provide wastewater service to the Sewer Service Area constructed by or on behalf
of the Districts, exciuding the Elizabeth Creek Wastewater Treatment Plant and
the Shale Creek Wastewater Treatment Plant (collectively, "Wastewater
Facilities");
b. all easements and rights-of-way associated with the Wastewater Facilities (the
"Easements");
c. any tract of land within the Alpha Ranch District and/or the Brookfield District
owned by a District and in use or designated by the District for the operation of
the Wastewater Facilities, with the exception of real property on which the
Elizabeth Creek Wastewater Treatment Plant is located (ihe "Land");
d. account records and information for existing customers served by the Wastewater
Facilities (the "Account Information");
e. surveys, plans and specifications in a District's possession or control that relate to
the Wastewater Facilities (the "Documents"); and
f. account deposits.
2.04 Exercise of Option. The City may exercise the Option within the one year period
commencing upon acceptance by the City of the Off-Site Sewer Main ("Option Period") by
providing Notice to the Districts of its desire to exercise the Option as to all or any portion of
the Property ("Exercise Notice"). The date on which the City sends the Exercise Notice is called
the "Option Exercise Date".
2.05 Information to the City. Within thirty (30) days following the Option Exercise
Date, the Districts shall provide to the City true and complete copies of all written information
that any of them possesses (other than privileged communications or attorney work-product)
with regard to the Property, including but not limited to: environmental studies and reports; any
permits required for the Wastewater Facilities; all agreements granting or conveying the
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 6
Easements; the Documents; and a complete and itemized inventory of Property, if any, that is not
described or shown by the Documents.
2.06 Prohibited Sales and Encumbrances. The Districts may not enter into any
agreement to sell, transfer or grant any preferential right to purchase (including but not limited to
any option, right of first refusal, or right of first negotiation) with respect to all or any portion of
the Property without the City's written consent. Further, the Districts may not mortgage, lease,
or otherwise encumber all or any portion of the Property ("Prohibited Encumbrance"), unless
such Prohibited Encumbrance is cured and removed at or before Closing, as hereafter defined.
2.07 Memorandum of A�reement. The City and the Districts shall execute and record,
in the form attached as Exhibit D to this Agreement, a"Memorandum of Agreement Concerning
Sewer Service to the Alpha Ranch and Brookfield Developments" in the Real Property Records
of Denton and Wise Counties, Texas within thirty (30) days after the Effective Date.
2.08 Construction of Wastewater Facilities to City Standards; Ownership of Facilities.
The Districts shall require that the Wastewater Facilities be constructed to City standards and
conveyed to the Districts. The Districts shall require that the Elizabeth Creek Wastewater
Treatment Plant be constructed to TCEQ standards.
2.09 Inspection of Facilities. The City may inspect the Wastewater Facilities from
time to time, but no more often than once per year, at the City's expense.
2.10 Pavment of Sewer Impact Fees.
(a) The City may assess and collect sewer impact fees in accordance with Chapter
395, Local Government Code, and the City's sewer impact fee ordinance (collectively, "Sewer
Impact Fees") for structures within the Districts. The City shall not collect any other capital
recovery fee within the Districts.
(b) For structures that initially receive retail sewer service from a District utilizing the
Elizabeth Creek Wastewater Treatment Plant or by contracting with Aqua Texas for service
using the Shale Creek Wastewater Treatment Plant pursuant to Section 2.01, the City (i) will
assess a Sewer Impact Fee for each structure at the time of recordation of a subdivision plat; and
(ii) will collect a Sewer Impact Fee for each structure as a condition of issuance of a building
permit for such structure, at the collection rate generally applicable within the City's corporate
limits.
(c) After the City becomes the retail sewer provider pursuant to Section 2.01(e), the
City may collect Sewer Impact Fees within the Alpha Ranch District and the Brookfield District
in accordance with the City's generally applicable requirements for retail sewer customers
within the City's corporate limits.
2.11 Effect of Transfer of Wastewater Service. Once the City becomes the retail
provider of wastewater service within the Alpha Ranch District and the Brookfield District, the
Districts will cease providing wastewater utility services to such areas, and the City shall have no
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 7
further obligations to the Districts with regard to the costs, operation, equipment removal or site
restoration of the Districts' wastewater system operations for such areas. All costs of
dismantling, decommissioning and removal of the then-existing wastewater system facilities for
which the City does not exercise the Option shall be borne by the Districts.
ARTICLE III
PURCHASE PRICE AND OPTION CONSIDERATION
3.01 Purchase Price. If the City exercises the Option as to all or any portion of the
Property, the consideration is TEN DOLLARS ($10.00) (collectively, the "Purchase Price").
3.02 Time of Pa.�. The Purchase Price is payable in cash at the Closing.
3.03 Consideration. The Districts acknowledge that the Purchase Price and the City's
agreement to provide retail wastewater services to current and future customers within the Alpha
Ranch District and the Brookfield District constitute just, adequate, and reasonable compensation
to the Districts for the relinquishment of CCN rights and conveyance of the Property to the City
hereunder. As additional consideration for the Districts' holding the Property available for
purchase during the Option Period, the City has paid to the Districts $100 ("Independent Option
Consideration"), which the Districts may retain, even if the City does not exercise the Option.
ARTICLE IV
SURVEY, INSPECTION AND TITLE COMMITMENT
4.01 Survey During the Option Period, the City shall have the right to obtain, at the
City's expense, a current, on-the-ground land title survey ("Survev") of all or any portion of the
Property made by a duly licensed surveyor reasonably acceptable to the Districts.
4.02 Inspections. During the Option Period, the City shall have the right to obtain an
inspection, including an appraisal of real and personal property ("Inspection"), of all or any
portion of the Property; for purposes of assessing the physical and operational condition of the
Property.
4.03 Title Examination. During the Option Period, the City shall have the right to
obtain, at the City's expense, an examination of any or all of the real property records related to
the Land and the Easements ("Title Commitment"), including any and all instruments
constituting an exception or restriction upon the title or easement rights of the Districts.
4.04 Approval Period and Title. If the City chooses to have a Survey, Inspection or
Title Commitment of all or any portion of the Property during the Option Period, the City may,
after delivering the Exercise Notice, deliver to the Districts a Notice of its written objections to
anything contained therein. The Districts shall, in good faith, attempt to satisfy such objections
before Closing; but the Districts shall not be required to incur any cost to do so, except with
respect to any Prohibited Encumbrance, which must be removed or cured before Closing. For all
objections except the Prohibited Encumbrances, if the Districts are unable to satisfy such other
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 8
objections on or before the Closing date, or if, for any reason, Seller is otherwise unable to
convey title in accordance with Section 5.02 below, then the City, as its sole and exclusive
remedy hereunder may (a) waive such objections and accept the Property in its condition at the
time of Closing, with such title to the Property as the Districts are able to convey; (b) elect to
exclude from the purchase any portion of the Property that it deems to be affected by its
objections and accept such title to the remainder of the Property as the Districts are able to
convey; or (c) withdraw the Exercise Notice in its entirety. The City may enforce by specific
performance the Districts' obligation under Section 2.06 to remove any Prohibited Encumbrance.
ARTICLE V
CLOSING
5.01 Time of Closin�. The closing ("Closin�") of the sale of the Property by the
Districts to the City will occur on or before ninety (90) days after the Option Exercise Date, or at
such other time or place as the Parties may mutually determine ("Closing Date").
5.02 Requirements of Seller. For all of the Property that is the subject of the Option
Notice, unless excluded by the City pursuant to Section 4.04, the Districts shall deliver or cause
to be delivered to the City at Closing the following: (a) a Bill of Sale and Assignment, fully
executed and acknowledged by each District as its interests may appear, conveying, transferring,
and assigning to the City all of such District's right, title, and interest in and to the Wastewater
Facilities, the Account Information, and the Documents; (b) a Special Warranty Deed executed
and acknowledged by each District as its interests may appear, conveying to the City good and
indefeasible fee simple title to the Land, subject to all matters of record; (c) an assignment of
Easements, executed and acknowledged by each District as its interests may appear, conveying,
transferring, and assigning to the City all of such District's right, title, and interest in and to the
Easements; (d) evidence reasonably satisfactory to the City that the person(s) executing the
Closing documents on behalf of the Districts has full right, power, and authority to do so; and (e)
any other document reasonably necessary to consuinmate the transaction.
5.03 Requirements of Purchaser. The City shall deliver or cause to be delivered to the
Districts at Closing all of the following: (a) the Purchase Price; and (b) evidence reasonably
satisfactory to the Districts that the person executing any Closing documents on behalf of the
City has full right, power, and authority to do so. The City also agrees to provide documentation
upon request by the Districts for any TCEQ utility bond application by the Districts or related
agreed-upon procedures report.
5.04 The City's Remedies. If the Districts fail or refuse to sell the Property at the
Closing, then the City is entitled to (a) enforce specific performance of the Districts' obligations
under this Agreement; b) withdraw its Exercise Notice and its corresponding exercise of the
Option, but preserve its right to exercise the Option at a later date within the Option Period; or
(c) exercise any other right or remedy available to the City at law or in equity.
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 9
ARTICLE VI
MISCELLANEOUS
6.01 Form of Easement. Before executing any Easement for Wastewater Facilities to
serve the Alpha Ranch District or the Brookfield District, the affected District shall submit to the
City for its review and approval (which approval by the City shall not be unreasonably withheld)
the District's proposed form of Easement. Among other things, the Easement form must provide
that the underlying land owner of the servient tenement consents in advance to any future
assignment of such Easement by the District to the City. After the City has approved the form of
wastewater Easement, the City's prior written consent will not be required for any new Easement
a District enters into with the approved form. Nevertheless, the Districts must send to the City
copies of each fully executed and recorded Easement within thirty (30) days after such Easement
is executed.
6.02 Other Forms. In case of a dispute as to the form of any document required by this
Agreement, unless otherwise required by other agreements entered into by the Parties, the
current form prepared by the State Bar of Texas shall be conclusively deemed reasonable.
6.03 Notice. Any notices, approvals, or other communications required to be given by
one Party to another under this Agreement (a "Notice") shall be given in writing addressed to the
Party to be notified at the address set forth below and shall be deemed given: (a) when the Notice
is delivered in person to the person to whose attention the Notice is addressed; (b) when received
if the Notice is deposited in the United States Mail, certified or registered mail, return receipt
requested, postage prepaid; or (c) when the Notice is delivered by Federal Express, UPS, or
another nationally recognized courier service with evidence of delivery signed by any person at
the delivery address. If any date or period provided in this Agreement ends on a Saturday,
Sunday, or legal holiday, the applicable period for calculating the Notice shall be extended to the
first business day following the Saturday, Sunday, or legal holiday. For the purpose of giving
any Notice, the addresses of the Parties are set forth below. The Parties may change the
information set forth below by sending Notice of such changes to the other Party as provided in
this Section 6.03.
To the City:
City of Fort Worth, Texas
Attn: City Secretary
1000 Throckmorton Street
Fort Worth, Texas 76102
City of Fort Worth, Texas
Attn: City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 10
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
6.04 Bindin� Effect and Assi�.
(a) This Agreement and the Option granted herein shall inure to the beneiit of and
bind the Parties hereto and their respective heirs, representatives, successors and assigns.
(b) Neither the Districts nor the City may assign this Agreement without the written
consent of the other Parties.
6.05 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.
6.06 Severabilitv. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements, whether oral or written, covering the subject matter
of this Agreement. If any provision of this Agreement is determined by a court of competent
jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be
deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be
rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of
this Agreement shall remain in full force and effect and shall be interpreted to give effect to the
intent of the Parties.
6.07 Interpretation. The Parties acknowledge that each of them has been actively
involved in negotiating this Agreement. Accordingly, the rule of construction that any
ambiguities are to be resolved against the drafting Party will not apply to interpreting this
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 11
Agreement. In the event of any dispute over the meaning or application of any provision of this
Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for
or against any Party, regardless of which Party originally drafted the provision. As used in this
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days. Wherever required by the context, the singular shall
include the plural, and the plural shall include the singular. Each defined term herein may be
used in its singular or plural form whether or not so defined.
6.08 Survival. Any portion of this Agreement not otherwise consummated at the
Closing will survive the Closing of this transaction as a continuing agreement by and between
the Parties.
6.09 Counterpart Ori ig nals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
6.10 Section 13.248 A�reement. The Parties agree that the designation under this
Agreement of areas and customers to be served by wastewater utility providers is valid and
enforceable and may be submitted to the TCEQ, PUC or other agency with jurisdiction for
approval pursuant to Section 13.248 of the Texas Water Code.
6.11 Additional Documents and Acts. Each Party shall, upon request of any other
Party, execute and deliver such further documents and perform such further acts as may
reasonably be requested to effectuate the terms of this Agreement and achieve the intent of the
Parties.
6.12 Governin� Law and Venue. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS� AS THEY APPLY TO
CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY
CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. TAE PARTIES ACKNOWLEDGE
THAT THIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY� TEXAS AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY AND AGREE THAT ANY SUCH
COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
I:I �1.� �lil►i���
6.13 No Waiver. Any failure by a Party to insist upon strict performance by another
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
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 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.
6.14 No Third-Party Beneficiaries. This Agreement inures only to the benefit of, and
may only be enforced by, the Parties. No other person or entity shall have any right, title, or
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 12
interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this
Agreement.
6.15 Breach, Notice and Remedies.
(a) If any Pariy commits a breach of this Agreement, a non-breaching Party shall give
Notice to the breaching Party that describes the breach in reasonable detail.
(b) The breaching Party shall commence curing such breach within fourteen (14)
calendar days after the time the breaching Party receives such Notice and complete the cure
within fourteen (14) calendar days from the date of commencement of the cure; however, if the
breach is not reasonably susceptible to cure by the breaching Party within such 14-day period,
the non-breaching Party shall not bring any action so long as the breaching Party has commenced
to cure the default within such 14-day period and diligently completes the cure within a
reasonable time without unreasonable cessation of the work.
(c) If the breaching Party does not substantially cure such breach within the stated
period of time, the non-breaching Party may, in its sole discretion, and without prejudice to any
other right under this Agreement, law, or equity, seek an action under the Uniform Declaratory
Judgment Act, specific performance, mandamus, injunctive relief, and other remedies described
in this Agreement; provided, however, that the non-breaching Party shall not be entitled to
terminate this Agreement and each Party specifically waives any right such Party has or in the
future may have to terminate this Agreement. It is understood and agreed that no Party shall seek
or recover actual, consequential or any other type of 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.
6.16 Exhibits. All exhibits attached to this Agreement are incorporated into this
Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Map of the Alpha Ranch District
Exhibit A-1 Legal Description of the Alpha Ranch Property
Exhibit A-2 Legal Description of the CTMGT Tract
Exhibit A-3 Legal Description of the Ryan Trust Tract
Exhibit A-4 Legal Description of 160.8963 acres of Land in the Alpha Ranch
District
Exhibit B Map of the Brookfield District
Exhibit B-1 Legal Description of the Brookfield Property
Exhibit C Map of the Shale Creek Property
Exhibit C-1 Legal Description of the Shale Creek Property
Exhibit D Memorandum of Agreement Concerning Water and Sewer Service
to the Alpha Ranch and Brookfield Developments
Exhibit E Off-Site Sewer Main
Exhibit E-1 Sanitary Sewer Loading
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 13
6.17 Effective Date. This Agreement shall be effective upon execution by all Parties
(the "Effective Date").
ATTEST:
Mary J
APPROVED AS TO FORM
AND LEGALITY:
-
E,
i` ,�� ;i --
Assistant City Atto e
THE CITY
THE CITY OF FORT WORTH,
a Texas home-rule municipal corporation of
Tarrant, Denton, Johnson, Parker and Wise
Counties
�� �� �
By:�� a � ��
1 i < << /�'
Name: ✓C�v1 � �G (,�j l�t� l �'.: ,_
Title: SiS��w�
� k C�Tc► IM.Gt �c� �`
Date: � � � � �
:�`�������
Coaat���t, ,�ta�hc,�ria�ti.o�
�-�-�- � � � ��.%1lG
��t�
o�icia� �cot�
cirr aeca�ranr
Fr. wort�, rx
Agreement Concerning Sewer Service � _ _ __ _� __ _ __ _, _ _ _ �
To Alpha Ranch and Brookfield Developments — Page 14
Contract Compliance Manager for the Agreement Concerning Sewer Service to Alpha Ranch and
Brookfield Developments.
By signing I acknowledge that I am the person responsible for the monitaring and administration of this
contract, including ensuring all performance and reporting requirements.
�J�.� � . �r� ��
Name of Empl�ee Wendy Chi-Babulal, EMBA, �
Water Plannin Development Engineering Mana�er
Title
OFFICif�i. RECORD
CIiY SECRETARY
FT. YIIORTH, TX
THE DISTRICTS
ALPHA RANCH FRESH WATER SUPPLY
DISTRICT OF DENTON AND WISE
COUNTIES
By:
Name:
President, Board of Supervisors
BROOKFIELD FR�SA WATER SUPPLY
DISTRTCT NO. 1 OF DENTON C�UNTY
f/k/a South Denton County Water Control
and Impro,rvtement D'tstrict No. 1
,'�/ %' r
By: �'I` /�tGU� � �( ��l��in�--
Name:��(�(T�_ (',V1 i ��/1
ViC President, Board of Supervisors
Agreement Concerning Sewer Seivice
To Alpha Ranch and Brookfeld Developments — Page I S
THE DISTRICTS
ALPHA RANCH
DISTRICT OF
COUNTIES
FRESH WATER SUPPLY
DENTON AND WISE
By: ��'� '��
Name: l � I P
President, Board of upervisors
SOUTH DENTON COUNTY WATER
CONTROL AND IMPROVEMENT DISTRICT
NO. 1
:
Name:
President, Board of Supervisors
Ageement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Page 15
Exhibit A
Map of the Alpha Ranch District
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit A
_ _ _. ........_... ..._ _ . ..- -- ................_
.. _ .._.........--------------------------------" ---------------'---'---------------'-----------'•-----'-----'-
�
0
N
�'i
0
Exhibit A-1
Legal Description of the Alpha Ranch Property
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit A-1
' ) � . LEGAL DLSCRIPTIOI�
ALP7xA RANCFT WATER CONTROL
& IMI'ROVEMENTDISTRIC'T
OF
DENTOI� COUNTY
Being a tr�cc of land siYuated in lhe 7�shua T�ing Survey, Abstract )lumber 712, and the Wm. Gaf�eld
Survey, Abstract l�o, 332, and t'hc Ti�omzs .Peoplcs Survcy, Abstrnet No. 677, in Wise and Denton
Counlies, 7'exas, and Leing a p�rt of thac tract of land as dcscribed by deed to Alpha Raneh,�Ltd. as
reeorded i» Volume �' G45, T'�ge 306, R�:al Propeii:y Records, Denton Cour.ty, Tex�s, and all of those
tracts of land �s described by decd to WRR Pr�perties; 7nc, Trustee, as recorded in Volumc 4009, Page
�85, and ir County Clerk's Filing Number 2005-30278, Real Propei•ty R�cords, Dcnton County, Texas,
and bcing more partieularly described by metes and bounds as foIlows; .
BxG1NNING at a eoncrete mon4ment found �t the most weslerly northwest comer of said Alpba Ranch,
r td. iract, said monumcnt also beinb in �the south line of that tract of Jand as describcd by�deed to C.B.
Griifeth, and w•ife June Lan�c Griifet?�, as recorded in VoJume 215, Page G32, Official Public Rccords,
S�Vise County, Texas, end the northcast comer of t'tizE tract of land as described by.deed to Scott Ke11y, as
• recorded in Volume 243, P��e 485, Official Publ�c Records, Wise County; Texas;
TH�NCE 5 89°59'�2"E, 3748.59 ieet wifn a north line of said �tpha $anch, Ltd,'tract, and the south
line of said Griffetn lTact, tc �%z inch iron rod found; .
�'-�1 THENCE N 00�28'S4"E, l 983.2'3 .feet wifh a wcst Iine�of said Alpha'Ranch, Ltd. Eract, and thc eas!
�-� line of said Griffeth tract, to � to a 5/8 iocb iron rod found with cap stamped 'Brookes Baker" at�the most
northcr7y northwes! corncr of said Alpha Ranch, Ltd, tract, and the southwest comer of thak tract of land
ns described by deed to Jerry Luecl<, as recorded in Volume 421, Page 617, Official Pubiie Records, Wise
County, Texas; ' • . ,
� T��;NC� S 89°15'25"E, 667,97 feet with a qorth linc of said A1pha Ranch, �.td, tract, and Che•south
line of said Jr.rry Lueek tracl', ro a creelc, ' • .' •• •
'I'HrI�C� with the me�.*�ders of s�id ereelc the foilowing bearings and distances;
S 2] °.51'0? "W, 83.68 feet;
S 54°40'S2"Vd, 95.59 feet;
S 13°05'56"E,`80,4b �°eet;
S G5�2%'S4"�, 6�.45 �ec-T;
S 47°26'iG"F, 57.80 %'eel; '
S Zb`42'02"B, 105.�0 feel;
� �
Page l of 6
. E�lubit "A"
,. .. ) .
� . LEGAL DLSCRIPTIOI�
ALP7�t� RANC3-J �/ATER CONTItOL
�. IIv1!'RO V EMENT DISTRICt'
OF
DL;NTOI�t COUN7'Y
T3cin(; a traet of l�nd situated in lhe J�shua T<ing Stirvcy, Abstract 1�tumber 7] 2, and tne W m. Gaffield
Survcy, Abstraci 110; ."s32, and t'hc Thornzs .Peop)�s Survey, Abstract No. 677, in Wise and Denton
Cowtil-ies, Texas, and Leing a part of that traci of land as described by deed to Alpha Raneh,� Ltd. as
recorded ir. VoJume 4645, Page 306, Real ?roperty Reeords, Denton County, Texas, and aIl of those
tracts of land ?s describcd by dce� to WRR Proaertses; Ine, Trustee, as recorded in Volumc 4009, Page
8E5, and in County Clcrk's FiIing Number 2005-30278, Real Property Records, Dcnton County, Texas,
and bGing more particLlarly described by metes and bounds as fo?lows; .
EBGT?�rNING at a concrete monumcr.t found at ihe most westerly northwesi corner of said Alpba Ranch,
7 td. iract, said monum�nt also beir,g in •the south line of that tract of Iand as describcd by'deed to C.B.
Griizet�, and wdfe June Lanc Gr�if th, as recorded in Vol�me 215, Pa�e G32, Officia] Public Rccords,
4'Jise County> Texas, and fhe northcasi eomer oi thzt iract of land as dessnbed by.deed to Scotf Ke11y, as
recorde�' in Volumc 243, P�ge ��5, Offic:a1 Public Records, Wise County; Texas;
TH�NCE S 89°59'42"E, 3745,59 ieet wiih a north line of said Alpha $anch, Ltd,'tract, and the south
line of said Griif�th hact, to �!z inch iron rod found; ,
�'-�i THENCE� N 00°28'S4''E, I 983.2•3 �est with a wcst Iine•of said Alpha'Ranch, Ltd. tract, and thc east
'� � iine of said Gri=fcth tract, to � Eo a 5/8 inch iron rod found with ca� stamped "Bt'ookes Baker" at�the most
northcr7y northwcs! corncr of s�.id Alpha Ranch, Ltd, tz•act, nnd the southwest comer of fhat Yract of land
�s described by dee� Eo Jerry Luecic, us recorded in Volume 421, Page 677, Official Public Records, Wise
County, Texas; ' � ,
T�SENC� S 89°15'25"E, 667.97 feet with a, north line of szid Alpha Ranch, �.td, tract, and the�south
1 ine of said Jcrry Lueolt h•ucl', to a creelc, ' • . •� •
T%�ENC� wilh theme��:nde.rs of said creeJc the fo�lo��ing bearin�s and distances;
c 27°51'.0?"W, 83.68 feet;
S 54°40'S2"V,�, 95.59 .feet;
S 13°OS'S6"I�; 80.�6 z'eet>
S GS°2T54"E, 6�.45 �eet;
S 4'7°2G'26"E, 57.80 reet;
s?s°sz�o2��E, �os.�o c���;
Page l of 6
/.'_1 ,
' ... � S 0'L°44'39"E, 94.6� feet; .
S 49°7C'47"p, 74.12 ieet;
S 80°53'l8"L�, 62.38 feel; .
S 84°33'SS'E, ? 4G.84 feel;
N 75°08'S7"E, "l9.10 fcet; . '
1�( 43 ° 10'37"$� 53.91 f ei; �
N 54°G3'45"r, �25,14 r"eet; �
iti 27°53' ) : "E, 104.92 zeei; �
�N 7g ° 18' 12"E, 86.64 fect; , � �
S 66°26'46"E, 57.24 ieet; � ' .
S 2'�°? 4'S6"B, 114.1.5 feet; � �
� S 1�° 17' ) 9"E, 86.09 feet; , �.
� � .
�'J S 8�°25'12"E, 1U6.06 feei; � , • •
S 63�53'I2"�, 138.13 feet;
S 58°26'4b"E,2_G2.05 fect; ' ' ' �
S 55°48'34"E, 171.43 fect; • • � �
S 34°24'O1"E,168.68 feel; , ' �
' S 1�°� 8' S4" F, t 19.44 fc:eT;
S 14°2J,�7„W ga.66 teel; .
� 35°3�'29"W, 71.63 �eer; � . '
S 56°0}'26"�, :80.&3 f�ct; .
S 35°51'il"E, 126,1G feet; . � ,
S 6] °08'49"F, 1>I.36 feet; � • , . ' ,
Page 2 of 6
� S 59°36'O1"E, 145,62 iee�; . .
S 59°36'23"E, 16?.53 feet;
S 87°18'42"B, 37.12 feet; - .
N 52°23'02"B, 39.69 feet; � • .
?�1 18°48'42"G, 1?.8.13 feet; .
N 14°13'S7"W, 125.63 feet; • � •
N 4S°29' ? 9"E, I? .?5 feet; �
N 65°U1'21"E, 195.09 f�et; . '
S 82°22'IS'E, 48.54 fect; , � �
S 35°.i2'13"E� 12432 feet; ,
� . S 53�43'S4"E, 51.77 ieet;
S 61 °0.5'OS"E, 53.73 reet; �
(� • . • . .
N G3��05'09"E, 60J 7 feet; .
S 77°30'20"B, 132.76 fect; . .
. i� 88°33'09"E, 6 i .58 :eet; . . • . .
� � S 44°2G'S4"E, 102.49 reet;, • ' � .
S 52�53'0.9"B, 23G.38 rcec; ' . ' � ' � '
S �9°06'12"E, ?8.57 feet; ' •
S 23°37'OS"E, 66.07 feet;
S 14°]5'04"F, 52.41 feet; �
S 58°48'04"E, 103.i� fee�; . � .
S 78°2G'08"B, �x.84 fect; . ' �
� ?� 62°3S'SG"E, 1�3.2: fer,t; �
4 j
.�
Page 3 of b
� ". .\
� ) S 76°44'?�`7"�, 11G.30 feei lo Che e�ist ?ine of sa:d Alpha Ranch, Ltd. tract, and the wes� tine
of aforementioncd ��JRR rroperlics, b�a Trus'.ee tract, recordcd in C�unty Clerlc's riling 1lumber
GU05-30278, Real P��operfy Records, Der,ton Couni}�, Te�:as;
TxI�l\ C� N 00�33'28"}3 �'lth the east line of s2i� Alpha Ra:�ch, Ltd, tract, and the west lii�e of said
u� Propertics, Tnc. Truste� tract, at 7.27 zeet passing a% inch iron rod feund for the norlhwest
cor?ler of said WRR Pr•operlies, Inc. Trustee tract, and the sotiithwesl comer oi a%remeni�oned
V�'RP. Properties, Inc. Trustee tract, as recorded in Vot.�me 4009, Page �85, T�eal Property itecords,
Dencon County, Texzs, an� co�tinuing fox a total distance of 2067.9� feet to a%z inch iron rod
found �t the northvrest comer of said W1ZR P.*operiies, 3ne; Trustce tract, and tne northeasT comer
o; said A)pha Ranch, Ltd. h-act, said iron rod also being in the south right-of-way line of State Highway
114:
T�7ENC� S 58°49' ) 3"�, 2574.69 feet with the north line of said WRR Properties, Tnc. T�-ustee
tract, and the south ri�ht-of-way tinc of State �Tibrway 1 l�, to a Yz inch iron rod found in John Day
Ro ad; .
THLNC� S 00°53'29"W, 2588.79 feet witli t�e east line of said WRR Properties, Inc. Trustee
tract, a�d witJ� said Iohn Day Road, to a%z inch iron rod found at th�e southeast comer of said
WRFt Properties, Inc. Trusfee '[ract;
'I'HENCE N 89.°34'S2"W, J 936.22 fee[ wiih the south Iine of said WRK Properties, Inc. Trustee
track fio a%a inch iron rod found at an e(1 corner in the 5outh lir.e of said WRR Properties, Inc.
�'1'rustcc iract, and at fhe southeasf comer of aforemeniioned WRI: Properties, Inc. Trusfec tract,
-� recor•ded in County CIerY.'s Fi?ing Number 2005-30278, Real Property Recor�s,. Denton County, Texas;
`rH�NC� N���p5' [ g"ti'�> 923•25 �'eet with the sou�h line o�'said WRR Properties, lnc, Trustee
lrac! to �%Z incf� �ixon ro� founc+ at the southwesi corner ofsaid WRR Properties, inc. Trustce tract,
�and !�h� sou[heast comer of said Alpha Rar�ch, Ltd. �-Act;
TFiE1�TCL N 8�°31'56"W, 23�,6I ieet K�itl� a south line of said Alplza Ranch, Ltd. tract,'to a 3/8
incn irvr. rod found, zt the northe�st comer of Song'oird Addition, as sho'wn on the plat recorded in
Cabinet H, Pabe $3, I'lat Records, Denton Co�nry, Texas; �
T�IENC� 11 88°35' 42"W, 22r 3,53 feet, con[inuing v�ith the.south line of said Alpha Ranch, Ltd,
tr�ct, and the noYkt� line of saic Song�ir � Addition, Co a 1/2 inch iron rod found at iheporthwest comer of
saie Songbird Addition; �
TI-L�NC� S 00°��'29"W, 1�C3.31 I'eet with a cast l:ne ofsaid Alpha Ranch, Ltd. tract, and the '
west ?ine of said Songl�ird .4d�ition, to a 1/2 inch u'on rod found at an ell eorner in a east line of said
Alp�a Ranch, Ltd. h�act, and 'in the north line of Lot 27, said Songbird Addition; �
`l'ilEi`tC� S 87�5U'.�i "W> 424,43 fcet with a ncrth line ofsaid A.Ipha Ranch, Ltd. tract, and the
north line of suid Songbiro Addition, to a 1!2 inch iron rod ;ound at an eU eorncr in a cast line ofsaid
:Slp��e Ranch, J td. tract, and �t thc north�vesi� corner• of Lot 27, said Songbird /kddition;
Page 5 of 6
�/ ,� � TI-r7�'I�CE S OU°�9'40"7J, 41 G2,81 feei wi�l: a easY line o'lsaid Alphz Ranch, Ltd, t;act, and the
wcst lin? of said Sonobird Addiiion, to a 1 incn iron rod found atthe southe2st comer of setd Plpha
Ranch, Ltd, tract, end the southwest corner of Lot l 6B, said•Songbird Addition; said iron rod also being
in ii�e no:?h 1 ine of that tract of t�nd as described by deed to One SR, L.P, and reeorded in Vo)ume 5053,
Page 2347, Resf Properly Records, Aenton County, Texas;
THENC� S 89°[2'37"W, t OSI,46 feet with tl�e south line of said Alpha Rnnch, Ltd. trsct, and lhe �
north Iine of s�id Onc 5R, L,I', tract to o% ineh pipe found; • •
T�T�;NC� S 89°2 i'S3"W, 434�26 ieei contiuuing with t6e souCh line or said A!pha Ranch, Ltd.
trar,t, and t6e netth li7e of said One SR, L.P. lract, to a% inch pipc found at thc northwest comer of'said
Onc 5R, L.P. tra;;t, and t��e nort?�cast comcr of tbat traet ofland r:s deseribcd 'oy deed to ?�!ary 7ane .
Bennet�, as recorccd ir: Volame 9i 1, PAge 436, Of�icial Public Itecords, Wise County, Texas;
`I'Z��T�CL N 88°35' 15"W, 16492> ieet co��tinuing with t'he soutl� line of said Alpha Ranch, Ltd.
tract, ar,d'the r.orth ]ir.e of said 3�4ary Ja:�e Benr.ert ?ract, to a'/: i�ch iron rod found at tne souFhwest comer
o: sa�d Alpha Ranch, Lid. trzct, a�d �t the nor:hwest oomer of said ivlary Jane Bcnnett tract, said iron rod
aiso being ir. `_he �as: (ine of that tract ofla�d ns described by deed to Blanche Hutcherson Day, as
recorded in �Volume 177, Ya.ge 184, Official Public Records, Wise County, Texas;
T�IENCE N 00°39'4��"E, �658.03 feet rvifh th� wesi line of said Alpha Kanch, T..td. tract, and tne
casl lire of seid BJznche Hutcherson Day iract to a concrete monument found, said concrete monumeaf
found also bei:lg the souTheast corner of the aforemeniioned ScottKelly tract;
(� T�IENCE N 00°30'S7"E, 1320.68 feeE continuing wlth the west line of said Aipha Ranch, Ltd.
�"�� tract, and ihe.east line of said Scott Kelly i� aGt to the PDX1l1T O� BEGINNZNG and containing
� 56,3 55,131 squzre feet or J 293.736 acres of land more or less.
Page 6 of 6
Exhibit A-2
Legal Description of the CTMGT Tract
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit A-2
DON W. HICKEY, flPLS, LSLS
ALAN W. HICKEY, RPLS
GAREY W. GILLEY, RPLS, ISLS
CONSULTANT
January 1 U, 2012
Pa�e l of 7
Field notes for:
ESTABLISHED i880
BROOKES BAKER SUFiVEYORS
A PROFESSIONAL CORPORATION
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 JOSIIUA KING SURVEY, flbstract No. 712; the THOMAS PEOPLES SURVEY,
Abstract No. 677 and the WILLTl1M WALLACE SURVLY, Abstract No. 1434 situated in Wise
and Denton Counties, Texas; embracing a portion of the 1302-325/1000 acres tract described in
t11e deed to Alpha Ranch, Ltd. recoi-ded in volume 4645, page 306 of the Real Rccords of llenton
CountS%, TeYas and a portion of the 15 acres tract described in the deed to Alpha Ranch, Ltd.
recorded in voltmze 982, page 770 of ihe Official Records of Vdise County, Texas and described
by metes and bounds as foIlows:
Tl7e basis for bearin�s is the �1'exas Coordinate System North Central 7one NAD 83 ( 1993 ). The
lengths shown hereon are horizontal ;round lengths. To con�ert horizontal ground lengths to grid
lengths muliiply by 0.999834271. All 5/8" capped irons set called for in this description are
marlced ( BIZOOI�ES BAK�R SURV�YORS ).
Commencin� at a'/" iron found for the nortlieast corner oisai.d 1302-325/1000 acres tract and
for the northeast cozner of the 7-4671/10000 acres tract described in the deed to the State of
'1'exas recorded in Docuinent No. 2009-94264 of the said Real Records aiid run, along the east
line of said 1302-325/1000 acres tract south 00 degrees-00 minuies-47 seconds west 1005-27l1U0
feet to a�/8" capped iron set for the most easterly northeast and begiruiing corner of the tract
bein� described.
'I'hence south 00 degrees-00 minutes-47 seconds west, continuing along the east line of said
1302-325./100C) acres lxact, 1061-�3 /100 feet to a Si8" capped iron recovered on the bank of a
creek.
Thence northwesterly, along the banlc of said creek, the following:
north 7? degrees-1? minutes-OS seconds west 116-40 /100 feet to a 5/8" capped iron
reco vered;
nortl� 32 degrees-28 minutes-35 seconds west 63-t i/i00 feet to a 5/8" capped iron
recovered;
north 58 degrees-�� mizlutes-52 seconds west 157-02 :'100 feet to a 5/8" capped iron
recovered;
south b9 degrees-33 minutes-37 seconds west 13I-CS /100 feet to a 5!8" capped iron
recovered:
sauih 57 degrees-15 minutes-1? seconds west 181-36 /l0U feet io a S/8" capped iron
r�covered;
ESTAB�ISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
Page 2 of 7
Pield notes for:
south 82 de�n-ees-38 minutes-29 seconds west 91-87 /100 feet to a 5/8" capped iron
recovered;
south 88 degrees-03 minutes-29 seconds west 184-85 /100 feet to a 5/8" capped iron
recovered;
north 84 degrees-11 minutes-04 seconds west 124-78 /100 feet to a 518" capped iron
recovered;
south 60 degrees-09 ininutes-04 seconds west 56-�7 /100 feet to a 5/8" capped iron
recovered;
north 76 debrees-34 minutes-24 seconds west 30-97 /100 feef to a 5/8" capped iron
recovered;
norlh 3g degrees-19 minutes-29 seconds west �3-I2 /100 feet to a 5/8" capped iron
recovered;
north 55 degrees-04 minutes-31 seconds west 56-57 /100 feet ta a 5/8" capped iron
recovered;
north 65 degrees-39 minutes-07 seeonds west 89-01 /100 feet to a 5/8" capped iron
recovered;
north 83 degrees-4E minutcs-32 seconds west 138-77 /100 feet to a 5/8" capped iron
recovered;
north 85 degrees-50 minutes-20 seconds west 140-73 /100 feet to a 5/8" capped iron
recovered;
north 68 degrees-19 minutes-49 seconds west 78-27 /100 feet to a 518" capped iron
recovered;
norch 87 debnees-33 minutes-52 seconds west 93-10 /l 00 feet to a 5/8" capped iron
recovered;
north 87 degrees-29 minutes-07 seconds west 55-28 /100 feet to a 5/8" capped iron
recovered;
south 72 degre�s-16 minutes-16 seconds west l 23-53 /100 feet to a 5/8" capped iron
recovered;
soutll 12 deb ees=39 minutes-52 seconds west 154-72 /100 feet to a 5/8° capped iron
recovered;
sotrth 62 degrees-03 ininutes-00 seconds ��vesL 118-29 /100 feet to a 5/8" capped iron
recovered;
south 62 degrees-03 ininutes-15 seconds west 153-28 /100 feet to a 5/8" capped iron
recovered;
north 78 debrees-58 minutes-48 seconds wesi 61-85 /100 feet to a 5/8" capped iron
recovered;
north 59 degrees-20 minutes-46 seconds west 103-81 /100 feet to a�/8" capped iron
recovered;
ES7ABUSHED 1880
BROOKES BAKER
SURVEYORS
Januaiy 10, 2012
Page 3 of 7
Pield notes for:
11orth 14 degrees-47 minutes-46 seconds west 52-42 /100 feet to a 5/8" capped iron
recovered;
north 24 degrees-09 mimrtes-46 seconds west 66-08 /100 feet to a 5/8" capped iron
recovered;
noi-�h 49 deg�-ees-38 minutes-53 seconds west 78-58 /100 feet to a 5/8" capped iron
rccovered;
north 53 degrees-25 ininutes-50 seconds west 236-42 /100 feet to a 5/8" capped iron
recovered;
north 44 degrees-59 minutes-34 seconds west 102-51 /100 feet to a 5/8" capped iron
recovered;
south 8� degrees-00 minutes-28 seconds west 61-59 /100 feei to a 5/8" capped iron
recovered;
north 78 degrees-03 minutes-01 seconds west 132-78 /100 feet to a 5/8" capped iron
recovered;
south 62 degrees-32 mintrtes-28 seconds west 60-18 /100 feet to a 5/8" capped iron
i-ecovered;
north 61 degrees-37 minutes-46 seconds west 53-74 /100 feet to a S/8" capped iron
recovered;
north 54 degrees-16 minutes-34 seconds west 51-78 /100 feet to a 5/8" capped iron
recovered;
north 36 degrees-04 millutes-54 seconds west 124-34 /100 feet to a 5/8" capped iron
recovered;
north 82 degrees-54 minutes-56 seconds west 48-SS /100 feet to a 5/8" capped iron
recovered; .
south 64 degrees-28 �ninutes-40 seconds west 195-13 /100 feet to a 5/8° capped iron
recovered;
south 44 degrees-56 minutes-38 seconds west 91-27 /100 feet fo a 5/8" capped iron
recovered;
soutil 14 degrees-46 ininutes-38 seconds east 125-65 /100 feet to a 5/8" capped iron
recovered;
soutll 18 degrees-16 �ninutes-Ol seconds west 128-15 /100 feet io a 5/8" capped iron
recovered;
south �l degrees-50 minutcs-20 seconds west 39-69 /100 feet to a 5/8" capped iron
recovered;
north 87 degrees-51 minutes-24 seconds west 37-13 /100 feet to a 5/8" capped iron
recovered;
north 60 degrees-08 minutes-53 seconds west 307-2U /100 feet to a 5/�" capped iron
recovered;
January 10, 2012
Page 4 of 7
Pield notes for:
ESTABUSHED t880
BROOKES BAKER
SURVEYORS
north 61 degrees-41 minutes-31 seconds west 191-39 /100 feet to a S/8" capped iron
recovered;
north 36 de�nees-23 minutes-52 seconds west 126-18 /100 feet to a 5/8" capped iron
recovered;
north 56 degrees-34 minutes-07 seconds west 180-86 /100 feet to a 5/8" capped iron
recovered;
north 35 degrees-01 uiinutes-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 ininutes-35 seconds west 119-46 /lOQ feet to a 5/8" capped iron
recovered;
north 34 degrees-S6 ininutes-42 seconds west 16�-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 degrees-13 minutes-54 seconds west 182-24 /100 feet to a 5/8° capped iron
recovered;
north 51 degrees-40 minutes-08 seconds west 80-81 /100 feei to a 5/8" capped iron
recovered;
north 64 degrees-25 zninutes-53 seconds west 138-15 /100 feet to a 5/8" capped iron
recovered;
north 88 degrees-�7 minutes-53 seconds ��est 106-08 /100 feet to a 5/8" capped iron
recovered;
north 19 degrees-SO minutes-00 seconds west 86-11 /100 feet to a 5/8" capped iron
recovered;
north 22 degrees-47 minutes-37 seconcis west 114-17 /100 feet to a 5/8" capped iron
recovered;
nortli 66 degrees-�9 minutes-27 seconds west 57-25 /100 feet to a 5/8" capped iron
recovered;
south 77 degrees-45 minutes-30 seconds west 86-66 /100 feet to a 5/8" capped iron
recovered;
south 27 de ;rees-20 minutes-31 seconds west 104-93 /100 feet to a 5/8" capped iron
recovered;
soutli 53 de�ees-31 minutes-04 seconds west I25-16 /100 feet to a 5/8" capped iron
recovered;
south 42 degrees-37 minutes-56 seconds west 53-92 /100 feet to a 518" capped iron
recovered;
ESTABLISHED 7830
BROOKES BAKER
SURVEYORS
January 10, 2012
I'age 5 of 7
Field notes for: ( continued )
south 74 degrees-36 minutes-16 seconds west 79-11 /100 feet to a 5/8" capped iron
recovered;
north 8� degrees-06 minutes-36 seconds west 146-87 /100 feet to a 5/8" capped iron
recovered;
north 81 degrees-25 minutes-58 seconds west 62-39 /100 feet to a 5/8" capped iron
recovered;
north 49 degrees-43 minutes-28 seconds west 74-13 /100 feet to a 5/8" capped iron
recovercd;
north 03 degrees-17 minutes-20 seconds west 94-66 /100 feet to a 5/8" capped iron
reco vered;
north 29 degrees-14 minutes-43 seconds west l OS-31 /100 feet to a 5/8" capped iron
recovered;
north 47 degrees-59 minutes-08 seconds west 57-81 1100 feet to a S/8" capped iron
recovered;
north 66 degrees-00 minutes-35 seconds west 68-47 /100 feet to a S/8" capped iron
recovered; �
north 13 degrees-38 ininutes-37 seconds west �0-48 /100 feet to a 5/S° capped iron
recovered;
north 54 degrees-08 �ninutes-11 seconds east 95-61 /100 feet to a 5/8" capped iron
recovered;
norti121 degrees-18 minutes-20 seconds east 83-70 /100 feet to a 5/8" capped iron
recovered iu a nortih line of said 1302-325/1000 ac'res tract and the south line of said 15
acres tract.
Thence north 89 deb ees-SS minutes-17 seconds west, along a north line of said 1302-325I1000
acres tract and the south line of said 15 acres tract, 639-88 /100 feet to a 5/8" capped iron
recovered for the southwest corner of said 15 acres tract.
"I'hence north 00 degrees- � 1 minutes-2� seconds east, along the west line of said 15 acres tract,
425-22 /J 00 feet to a 5/8" capped iron recovered for the southwest corner of the 3-662/1000 acres
tracl described in the deed to the State of Texas recorded in volume 762, page 593 of the said
Real Records of Wise County, Texas.
ESTABI_ISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
P�be 6 of 7
Field notes for: ( continued )
Thence northeasterly, along the south line of said 3-662/1000 acres tract, the following:
noi-th 89 degrees-48 minutes-08 seconds east 427-53 /100 feet to a 5/8" capped iron
recovered;
north 63 degrees-14 minutes-14 seconds east 111-78 /100 feet to a 5/8" capped iron
recovered;
north 89 degrees-�8 minutes-48 seconds east 520-1 S/100 feet to a 5/8" iron found for the
norlhwest corner of the 30 feet by 60 feet save and except tract described in the deed to
Roy L. Ryan recorded in Document No. WD 278795 of the said Real Records Wise
County, "I'exas.
Thence south 00 degrees-10 minutes-1 I seconds west, along the west line of said save and except
tract, 59-97 /100 feet to a 5/8" iron found.
Thence north 89 degrees-44 minutes-09 seconds east, along the south Iine of said save and except
tract, 30-00 /100 feet to a 5/8" iron found in the east line of said I 5 acres tract.
`l hence south 00 degrees-12 minutes-58 seconds west, along the east line of said 15 acres traci,
420-36 /100 feet to a 5/8" capped iron recovered for the southeast corner of said 15 acres tract in
a north line of said 1302-325/1000 acres tract.
`l'hence south 89 dcgrces-55 minutes-18 seconds east, along a noi-th line of said 1302-325/1000
acres tract, 2661-82 /100 feet to a 5/8" capped iron recovered for a re-entrant corner of said 1302-
325/1000 acres tract.
Thence north 00 degrees-45 minutes-34 seconds east, along a west line of said 1302-325/1000
acres traci, 301-75 /100 feet to a 5/8" capped iron set for the southwest corner of the said 7-
4671 /10000 acres tract at the beginning of a curve to the left having a radius of 5849-58/100 feet.
Thence southeasterly, aIonb the south line of said 7-4671/10000 acres tract, the following:
along said curve to the left an arc length of 767-69/100 feet to a 5/8" aluminum capped
iron found at its end: The long chord of said 767-69/1 UO fcet arc is south 85 degrees-42
minutes-53 seconds east 767-141100 feet;
south 89 degrees-28 minutes-27 seconds east 1000-10/100 feet to a 5/8" capped iron set.
"I'hence south 00 degrees-00 minutes-47 seconds west 865-60 /100 feet to a 5/8" capped iron set.
ESTABUSHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
I'a�e 7 of 7
Pield notes for: ( coniinued )
"I�hcnce south 89 de�rees-2� minutes-19 seconds east 650-00 /100 feet to the place of beginnin�
and containing 171-089/1000 acres of which 90-600/1.000 acres lies within said Joshua King
Survey, 69-251/1000 acres lies within said Thoinas Peoples Survey and 11-238/1000 acres Iies
within said Willia�n Wilson Survey of said 171-089/1000 acres 143-005/1000 acres Iies within
said Denton County and 28-084/1000 acres lies within said Wise County.
Surveyed on the ground December, 201 l.
BI200KES BAKFR SURVEYORS
,�� �� �'.�-��
Don W. Hickey -�
,��OF;
,�P.-•'� S T �
�::; �' �_ ,
DON W, Nf
.........._..._..
�,. �sai
••. o
j�� �..``�.,�
4-, SUR
�
Exhibit A-3
Legal Description of the Ryan Trust Tract
Part of the JOSHUA KING SURVEY, Abstract No. 712 situated in Denton County, Texas;
embracing a portion of the 1302-325/1000 acres tract described in the deed to 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 horizontai ground lengths to
grid lengths multiply by 0.999834271. All 5/8' capped irons set called for in this description are
marked (BROOKES BAKER SURVEYORS).
Commencing at a%2" iron found for the northeast corner of said 1302-325/1000 acres tract and
for the northeast corner of the 7-4671/10000 acres tract described in the deed to the State of
Texas recorded in Document No. 2009-94264 of the said Real Records and run, along the east
line of said 1302-325/1000 acres tract south 00 degrees-00 minutes-47 seconds west 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-4'7 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.
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — E�ibit A-3
Exhibit A-4
Legal Description of 160.8963 Acres of Land in the Alpha Ranch District
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — E�chibit A-4
'1'K;\<:"1' I:
L'cin� :i Crncf ur ��airrcl uf I;incl sifutitr�l in tlic JOSI-IU.1 IUI�'C SU12V[�Y, �11�35'I�Rr1C'I' NU. 713, !)cntun C:Uunly,
C'es;is, I�eiiir, I�:�rt ui' ICI.�)? :�cres cunvcycd by Nrvada E3rower, u wiiiv�v fo �'liltun �1. nU:iiisun :incl wife, I-(c+len Cwcn
-\U:insun :i� rccurilc�) iii \�ulunic 734, I':ihc 7��1, l�ettJ Kccurt)s, [)enlun Councy, �f'cx;is ancl bcii�Y niurc ��:�rticularly
ilcscril)�•cl :i� iulluws:
C'U�'1!1'll�:n'(`)n'C; ut �Iic;\'urtiic:�s! curnorofs:ii�l IGI.�)7 ucrc5 in Ihr r�iile�'vfSt�itc (-iihliwa}� 11-1;
'1'1(f{[V(..'1�: tivuil� Up i)c�>r�•ci a� niinulcs=l•! secC�iicJS 1Ycsl, �U.UU fccf W�i J/3 in�'Ii iruii rv�l fvun�l :incl (lic ��uiiit uf
bc��inniii_;, ;:iuic I'�riii,'. in ll�c SouUi ri!;lit ul' �va�� linc ol'S(atc I ligli�v:ll' f�'U. i la .�ncl in (lic 1�::�st liiic t�l';in :is�ili;ilt ru�iiJ;
'I'11lin'C'l�: Suu�li l)0 cic�rces =1� iuinu�es =1=1 sec-Unds 1Vust, :i clislance UI'2�StS.75 f'ce( wi[It S:ii�l t r:i��cl ru,icl to :i I/3 incl�
irui� ruil I�c�uncl fur rurnci'i
I�lJfi:l9 I'-"/� C.���innnuni•nI (ur�I�illc Instu':n�cc I';��tc I
�'�>ii[inu.�uun ul�S�!ic�iul� �\ lil� Nu 133�)I�-IC.1:1
�I�(11?lVCI; Nur(li S`) dc�;rc��� -�3 rninutes 12 tieconds !i'est, <i dis[ance of 193G.S7 fec[ ��air(iall�� rilon� lhe Nur[I� ri�;h( of
w:iy uf;i ;;r:i��cl ru:icl Iu :i i/S incl� irun roci fouud I�or Corncr;
I'Fi i?N(:'[: Nurfli 00 c)c��rcccs i9 niini�lcs ?Z scconds Gasl, ,i distancc of 73�.�U fcct to a ��os( found for cornrr;
l ll(?NCI: Suuth 7�) c)c;;rccs �G niinutcs 2U sccunds \��esl, a distaincc of 9=t1.�l7 fc�t to �� 1/Z iricli ir<�n rod sct fur curncr,
"I'( i(i,(�'Ci�; North 00 cic�rccs 2> ininutcs 42 sc:conds I;a�s(, a dist�incc of 20G1.1 1 fect to <i post found for curncr in thc
5outli ri��lil t�f �v��y linc c>f Sta(c Fti�hwaap No. 114;
['I Ih;NCI�: SuuU� Sti dc��rccs �G n�inutcs �I� scconds Tast, a dist<incc; oi�287=i.G3 fect along saiicl South rin�ht uf ��•ay linc tu
t�ic Puint of f3chinnin;; :in<1 cunlnining G,37�,S22.J3 sc�uart; 1'cc:( or 157.847 acres ut' land, niurc or Icss.
S��VI? A1V!) (sXCIf.Y"I' a O.Z02 :icre h-act v1� 1:7nd coriveyed to Ste��c; I3.ibcock, by Special Warranty Dee:d dziicd
l�ct,ru.iry 22, 2007, lilc<I Junc I6, 2UOb, recorcicd undcr [nslrunient 1�'0. 2U0�-6�393, of lhc Real Properly Recurtls uf
Ucu(un Counl��, �I'c�:�s.
I� U(t'I�I llilt SnVf: �\NI) I:XC1�1'"i' ;i O.Z02 acre tr�ict Uf I:�ncl conveyed to [3en 13urnsicJe, by Speci��l W:irr.inry lleecJ
<l<itc<i .Nl:�rcli 1, 20U?, fiie<I Junc lG, 2U08, recurticcl uncJer Instrun�enf No. 2UOh-GS3I�, uf the K��il I'rupe:rty Recurcls uf
Urntc>n <:c�un(��, �I�c�,is.
I�U(2'f'[I1�:12 S��VI? :�NI) I�;XCI;I'"1� a 0.202 a�re tract Uf land cunveyrd (u P,liz:�beth C�irth, b}� S��ecial Warriinty Dced
cl:ilccl �'l.ircl� 3U. 2UU?, I�ilccl Ju�ir lU, 3t)Oti, recurilccl unticr Instr•uni��nl Nu. 2U0�-Ga39>, uf llic Itc.il Pru��crl�� 12ccurcls
uf Ucntui� C�uunt)�, �I�c�,iti.
(�UIt'I'IIL:IZ S��VI:.�NU I?\C(:I'�I�:i 0.202 acrc tract of laulcl rUnvc}'ccl [o Mnr)� IZcI'cs, by S��cciai �i�.irrant�- f)ccd
cl<ilcil :���ril 12, Z007, fiiccl Juuc 1G, 2U08, rccurclCti undcr lnstrumeut 1V<,. 3UUb-6S3�J7, uf tlic Itc.�I Yrup�r(y Itccurds ul'
I)cnlun C'uunl)', �I�c�:ts.
i�UR'I�I-1GK SAVL; ;llVl) Is�CI;P`I' a 9.23b9 ncre fract of I��nd conveycd to the Slate ot"I'cxa�s, by Dccd datcd August 7,
30U9, Iilecl Au;;us( 2U, 30q�), r�corcled uncler InsfrumenC No. 20U9-IUO)77, of (he ltez�l Yruperty itecurds of I)entun
County,'I'c�as.
t�Ult"t'fii�;il S.�VI�; ,1NU 1:\C[:-I'�[' a 0.�430.icre h'act ol�lancl conve}'ed to Uen[on CUunty, "fexas, by Speciai W,irr��nty
Occ�! cl:ifccl Sc�>tcnii�cr 2, 201U, filc<1 OcCobcr 2G, 301U, rccordcd undcr Instrunienl �to. 201U-)U7112, of thc I2c:il
I'ru�>crll' Rccc>rds u�' llcncun <�:ouniy, "I�cx:ts.
I� U12't'I Itslt SAVI? ANll I;?iCfiP'(' a 0.202 acrc tr:ict c�i' land con��cycd Lo isst�c Lentrnc, by Spccia�l WarrantY Uecd
d:�tcd M�», 2S, 2011, lilcd Au;;ust 5, 2U11, recorded under [ilstrumc:nt No. ZUI I-73U5=1, of the Real Properry I2ecorcis
ul'Dcnlun Coun(y,'I'e�as.
"I�IL:�CI` 3:
t31i.(RC :i tr:�c( ci(� I;incl situ;�(cd in thc JOSI•IUA i<1%'C SUItVI1.1', A[3S�T�RAC�1� fVO. 712, 1)cntun CUunty, �I�cx:is, :incl
bcinh u �>.trt uf :� tr:ict ul� I:incJ cunvu��cd lo Sharon Ann McCullocii-Wciis, ��s rccc�rdcd in Yuluinc �1O0�), I'agc 2=iU c>1� tl�c
I)��ccl Kcrur<)s oC t)cntun Coun(Y,'l�c��is �tnd bcin;; n�orc p:lr(icuitirll' dcst�ribed as Cullows:
C'C)!\7 �'l l?I\C11�C :it tlic (���rtlic:ist c•urncr uf :i lrt�cl uf I.in<1 ruirvcyrt! tu �'tilt.<�n A. :1U:insun by cl�ed recurcic�l in
\'uluuic ?3�J, 1'.i}c 75a uf tlir lli•ccl itccurds, llcnton C.'ounty, "1'cs�is :ind bcin� in thc+ ccnlcr u(.St:ttc (ligh�v:iy I 1�,
I�lirncc �uulii 00 cic�cri•cs -J5 �uinu[cs 4�} scconds Wcsl, <i distancc uf?,G38.7> fcc(. 'I`hcncc Nurth $9 de<„rccs aS minutcs
12 sccunc)s ��'cst, :i ciist:incc c�l� I,�)3G.�7 fcct lo <��i 3/8 incli iroit rod fuund fur curncr, saicl ��c�int bcin<�; thc (�orthcriy
tiuu(I�c:�sl curncr uf s:iiil �'IcCullucli-Wclis Lract;
I�Ulii��i �I�-7: (.u�uuiiUncnt fur�l�itic lusin':incc I':i�;c '>
i.'uiitiuu:i�iun ��1 S�Iii�Julc i1
(;I N�>. 133�)1>-I<:.JA
1'lIL:NC(�; `lorth 5�) cic��recs ! 1 n�inu[cs 39 sccunds WCs[, �ilung thc f�urtherl}' Souili lin� ul�s.iicl fY1cCu)luch tr:�ct, :�
clis(<incc uf �)'�.83 fcc( to .+n 1/3 irun rocl sct fur curticr;
i'! I I�;(V<.�l? Nor[li UU dcgrccs 2> niinulcs 42 SCConds I;ast, �� diS[aitCC Of >j7.I1 fcc[ tU an 1/2 inch irUn rud fUund 1�Ur
corncr;
l�l il�NCI? i'�c,rth 79 cic��rc�s �(i ininulcs 30 seconds Last, �� disiancc of 94I.=17 Cect tu a fcncc ��USC ('ur cUrncr;
I'HI?I�'Cf? �outli UO clr��recs 3�) niinutcs 22 scconds Wesl, a dis�ance ol'73S.�tU feel to the PUlN"r O1� [3L;C[NNINC aud
containiu�� 13.? i S2 acres ur �97,SC3.3J3G syu�irc fcet of land.
i1'UTI.;: �I'lic C��in��<in1� is �>rohibitcel fruin in5urinh lhe :�rc<� or c�u�intity of Che I��nd describc:c! herein. ��ny statcn�c�nt
in tiic :ibovc Ic�hail dcscriptiun c�f thc :ire.� Ur quantity ol' lund is not a rcprescntation tli�it such :�rc�i or c�uanlily is
currect, but is n�ade vnly I�i�r iiiforin:�lion und/or idcntilieation purpUses and does nol overriele llem 2 of Schedule l3
ftcrcuf�.
I':q;c i
I�UK�'I �1-7: C,uin�n��n�cni fur IIUc In.aur':�ucc .
Exhibit B
Map of the Brookfield District
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit B
v
0
N
Exhibit B-1
Legal Description of the Brookfield Property
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
518, Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to
Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records,
Denton County, Texas and being more particularly described as 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 l;
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 1;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2
inch iron rod with a yellow plastic cap stamped "EC&D" found at an inner ell corner of said
Tract 1;
THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the
POINT OF BEGINNING and containing 231.579 acres of land, more or less
Agreement Concerning Sewer Service
To Alpha Ranch and Brookiield Developments — Elchibit B-1
Exhibit C
Map of the Shale Creek Property
Page 1
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit C
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Exhibit C-1
Legal Description of the Shale Creek Property
Page 1
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit C-1
LEGAL DESCRIPTION
BEING A 158.396 (CALLED 158.43 ACRES) ACRE TRACT OF LAND SITUATED IN THE SMITH COUNTY
SCHOOL LAND SURVEY, ABSTRACT NO. 1173, DENTON COUNTY, TEXAS, AND IN THE SMITH COUNTY
SCHOO� LAND SURVEY NO. 743, WISE COUNTY, TEXAS, AS DESCRIBED IN DEED TO SHALE 114, L.P., BY
DEED RECORDED IN COUNTY CLERK'S FlLE N0. 2004-90440, REAI PROPERTY RECORDS, DENTON
COUNTY, TEXAS, WITH THE BEARING BASIS BEING GRID NORTH, TEXAS STATE PIANE COORDINATES,
NORTH CENTRAI ZONE, NAD83 (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS
BETWEEN JUIIAN DAY 253, 2004 AND JULIAN DAY 259, 2004, CALCUTATED FROM DAlLAS CORS ARP
(PID-DF8984) AND DENTON CORS ARP (PID-DF8986), AND BEING MORE PARTICUtARIY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 60D NAiI FOUND FOR THE NORTHEAST CORNER OF SAiD 158.396 ACRE TRACf, AND
THE COMMON SOUTHEAST CORNER OF A CALLED 284.67 ACRf TRACT OF IAND DESCRIBED IN DEED TO
J.L. LOGAN FAMILY LIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. 2004-
66130, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND THE COMMON SOUTHWEST CORNER
OF A CALLED 107 ACRE TRACT OF LAND DESCRIBED IN DEED TO THE HARRY AND JHERRIE IOGAN FAMILY
LIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FILE NO. 2009-68535, REAI PROPERTY
RECORDS, DENTON COUNTY, TEXAS, AND THE COMMON NORTHWEST CORNER OF A CALLED 107 ACRE
TRACT OF LAND CONVEYED TO JOANNE M. YOUNG, BY DEED RECORDED IN VOLUME 515, PAGE 94,
DEED RECORDS, DENTON COUNTY, TEXAS. SAID POINT ALSO BEING IN THE APPROXIMATE CENTEftLINE
OF SOUTH COUNTY LINE ROAD, A PRESCRIPTIVE RIGHT-OF-WAY BY USE AND OCCUPATION;
THENCE SOUTH 00 DEGREES 05 MINUTES 03 SECONDS WEST, ALONG THE COMMON EAST LINE OF SAID
158.396 ACRE TRACT AND TNE APPROXIMATE CENTERUNE OF SAID SOUTH COUNTY LfNE ROAD, A
DISTANCE OF 3910.05 FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET
FOR CORNER IN THE EAST IINE OF SAID 158.396 AND IN THE COMMON WEST LINE OF A CALLED 26.779
ACRE TRACT OF lAND DESCRIBED IN DEED TO PEGGY MCCURDY, VOLUME 1193, PAGE 586, DEED
RECOROS DENTON COUNTY, TEXAS;
THENCE DEPARTING SAID COMMON LINE ALONG THE SOUTH LINE OF SAID 158.396 ACRE TRACT AND
THE COMMON NORTH LINE OF SHALE CREEK, A 78.605 FINAL PLATAS RECORDEO IN CABINET B, SLIDE
336, PIAT RECORDS OF WISE COUNTI', TEXAS, AND IN CABINET V, PAGE 374, PLAT RECORDS OF DENTON
COUNTY, TEXAS, THE FOILOWING COURSES AND DISTANCES:
NORTH 89 DEGREES 54 MINUTES 57 SECONDS WEST, A DISTANCE OF 40.00 FEET TO 5/8" IRON
RO� WITH A PLASTIC CAP STAMPED "CARTER BURGESS" FOUND FOR CORNER;
NORTH 42 DEGREES 16 MINUTES 04 SECONDS WEST, A DISTANCE OF 1002.94 FEET TO A 1/2"
IRON ROQ FOUNQ WITH CAP FOR CORNER;
1:\SLD\WFXL1800\WFXLI8U0\600 DISCIPLINEi613 Surve,�613.7 Legal DeSC�IPtIOf15�WFXLIBOO I.5S.396ACRE.docx
Page 1 of 3
NORTH 48 DEGREES 46 MINUTES 45 SECONDS WEST, A DISTANCE OF 89.00 FEET TO A 5/8" IRON
ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 57 DEGREES 36 MINUTES 59 SECONDS WEST, A DISTANCE OF 257.00 FEETTO A 1/2"
IRON ROD FOUND WITH CAP FOR CORNER;
NORTH 42 DEGREES 15 MINUTES 22 SECONDS WEST, A DISTANCE OF 760.73 FEfT TO A 5/8"
IRON ROD WITH A YE�LOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 47 DEGREES 1a MINUTES 36 SECONDS WEST, A DISTANCE OF 1180.74 FEETTO A 5/8"
IRON ROO WITH A YELIOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE
BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 03
DEGREES 49 MINUTES 11 SECONDS, A RADIUS OF 275.00 FEET, AND A CHORD THAT BEARS
NORTH 45 DEGREES 49 MINUTES 19 SECONDS EAST A DISTANCE OF 18.33 FEET;
ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 18.33 FEET TO A S/8"
IRON ROD WITH A YE�LOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 47 DEGREES 43 MINUTES 54 SECONDS EAST, A DISTANCE OF 13.33 FEETTO A 5/8" IRON
ROD WITH A YELLOW PIASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 42 DEGREES 16 MINUTES 06 SECONDS WEST, A DISTANCE OF 160.00 FEET TO A S/8"
IRON ROD WITH A YELLOW PIASTIC CAP STAMPED "1ACOBS" SET FOR CORNER;
SOUTH 47 �EGREES 43 MINUTES 54 SECONDS EAST, A DISTANCE OF Z23.27 FEETTO A 1/2"
IRON ROD FOUND WITH CAP FOR CORNER, BEING THE SOUTHWEST CORNER OF SAlD 158.396
ACRE TRACT AND THE COMMON NORTHWEST CORNER OF SAID SHALE CREEK AND BEING IN
THE EAST LINE OF A CALLED 16.5 ACRE TRACT DESCRiBED IN DEED TO DANIEL AND BARBARA
NANCE, AS RECORDED IN VOLUME 324, PAGE 209, DEED RECOROS, WISE COUNTY, TEXAS;
TNENCE NORTH 00 DEGREES 02 MINUTES 26 SECONDS EAST ALONG SAID EAST IINE, AND ALONG WITH
THE EAST LINE OF A CAILED 20.02 ACRE TRACT OF IAND DESCRIBED IN DEED TO DANIEI AND BARBARA
NANCE IN VOLUME 202, PAGE 625, DEED RECORDS, WISE COUNTY, TEXAS, A DISTANCE OF 1599.42 TO A
FOUND 3" POST, BEING THE NORTHWEST CORNER OF SAID 158.396 ACRE TRACT AND THE COMMON
NORTHEAST CORNER OF SAID NANCE TRACT AND BEING IN THE SOUTH LINE OF A CALLED 284.67 ACRE
TRACT OF LAND AS DESCRIBED IN DEEED TO J.L. LOGAN FAMIIY LIMITED PARTNERSHIP, AS ftECORDED
IN INSTRUMENT NO. 2004-66130, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS;
THENCE ALONG THE NORTH LlNE 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
FEETTO THE POINT OF BEGINNING, AND CONTAINING A CALCULATED AREA OF 158.396 ACRES.
L•�.SGDiWFXL1800;wFxLtsoo�5o0 otsctPLtrt�5i3 s��y�6i3.��at Descriptions\WFXL1800 158.396ACRE.docx
Page 2 of 3
EXHIBTT PREPARED OF EQUAL DATE HEREWTTH ACCOMPANIES THIS PROPERTY
Elliott Pat Busby,�.'P.L.S.
Registered Professional Land Surveyor
Texas Registration No. 5561
Jacobs Engineering Group, Inc.
1999 Bryan Street, Suite 1200
Dallas, Texas 75201-3136
Phone 214638-0145 Fax 214-638-0447
August 11, 2014
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ELLIOTT PA7 BUSBY
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Pagc 3 of 3
Exhibit D
MEMORANDUM OF AGREEMENT CONCERNING
WATER AND SEWER SERVICE TO ALPHA RANCH
AND BROOKFIELD DEVELOPMENTS
STATE OF TEXAS
COUNTIES OF DENTON
AND WISE
.
KNOW ALL BY THESE PRESENTS:
This Memorandum of Agreement Concerning Water and Service to Alpha Ranch and
Brookfield Developments ("Memorandum") is effective as of , 2016, by and
among the City of Fort Worth, Texas (the "C1tY"), 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; Alpha Ranch Fresh Water Supply District of Denton and
Wise Counties (the "Alpha Ranch District"); and South Denton County Water Control and
Improvement District No. 1(the "'Brookfield District") (collectively, the "Districts").
A. Under that certain of Agreement Concerning Water and Sewer Service to the
Alpha Ranch and Brookfield Developments dated , 2016 ("Agreement"), the
Alpha Ranch District will provide retail sewer service to customers within the Alpha Ranch
District described in Exhibit A and the Brookfield District will provide retail sewer service to
customers within the Brookfield District described in Exhibit B as permitted by TPDES Permit
No. WQ0014263-001 (the "Wastewater Dischar�e Permit"). Upon construction of a sewer main
connecting to the City's sewer system, the City will become the retail sewer provider to such
areas. The Districts have granted to the City the option to purchase all of the Districts' right, title
and interest in and to certa.in property related to the provision of sewer utility service to such
areas.
B. The City and the Districts are executing, acknowledging, and recording this
Memorandum to provide public notice of the existence of the Agreement.
C. Seller and Purchaser do not intend by this Memorandum — and nothing in this
Memorandum may be deemed — to alter, amend or otherwise affect the terms or conditions of the
Agreement.
A copy of the Agreement (City Secretary Contract No.
Secretary of the City of Fort Worth.
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit D
) can be obtained from the City
Page 1
EFFECTIVE as of the date set forth above.
ATTEST:
THE CITY
THE CITY OF FORT WORTH,
a Texas home-rule municipal corporation of
Tarrant, Denton, Johnson, Parker and Wise
Counties
Mary J. Kayser, City Secretary By:
Name:
APPROVED AS TO FORM Title:
AND LEGALITY:
Date:
Assistant City Attorney
STATE OF TEXAS §
§
COUNTY OF TA,�ZRANT §
BEFORE ME, THE IJNDERSIGNED AUTHORITY, on this day personally appeared
of the City of Fort Worth, a municipal
corporation, on behalf of said City, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he or she executed the
same for the purposes and consideration therein expressed, in the capacity therein stated, and as
the act and deed of said City.
GIVEN UNDER . MY HAND AND SEAL OF OFFICE this the day of
. 2016.
Notary Public
My Commission Expires:
Page 2
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit D
THE DISTRICTS
ALPHA RANCH FRESH WATER SUPPLY L
DISTRICT OF DENTON AND WISE
COUNTIES
:
Name:
Date:
STATE OF TEXAS §
§
COUNTY OF §
President, Board of Supervisors
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
of Alpha Ranch Fresh Water Supply
District of Denton and Wise Counties, on behalf of said District, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that
he or she executed the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said District.
GIVEN ITNDER MY HAND AND SEAL OF OFFICE this the day of
, 2016.
Notary Public
My Commission Expires: _
President, Board of Directors
Page 3
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit D
SOUTH DENTON COUNTY WATER
CONTROL ANDIMPROVEMENT
DISTRICT NO. 1
:
Name:
STATE OF TEXAS §
§
COUNTY OF §
President, Board of Supervisors
BEFORE ME, THE LJNDERSIGNED AUTHORITY, on this day personally appeared
of South Denton County Water Control
and Improvement No. l, on behalf of said District, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she
executed the same for the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said District.
GIVEN L7NDER MY HAND AND SEAL OF OFFICE this the day of
, 2016.
Notary Public
My Commission Expires: _
President, Board of Directors
Page 4
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — E�ibit D
Exhibit A
Legal Description of All Land Within the Alpha Ranch District
Page 5
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit D
Exhibit B
Legal Description of All Land Within the Brook�eld District
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
S 18, 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 yeliow 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 l;
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 1;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2
inch iron rod with a yellow plastic cap stamped 'BC&D" found at an inner ell corner of said
Tract 1;
TIIENCE 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
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit D
Exhibit E
Off-Site Sewer Main
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit E
,
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ALPHA RANCH SANITARY SEWEA STUDY ���pN
FORT WORTH, TEXAS �EMB/NEERS
EXHIBfT E .,::, K: �� R �::'R"�'°"`;'
SEWER INPRASTRUCTURE AGREEMENT ••-rv--- - - ----�__
Exhibit E-1
Sanitary Sewer Loading
42752.19
Agreement Concerning Sewer Service
To Alpha Ranch and Brookfield Developments — Exhibit E-1
M&C Review
�.�'� � � � ��
Page 1 of 3
OfFicial site of the City of Fort Worth, Texas
I'����
COUNCIL ACTION: Approved on 12/13/2016 - Resolution No. 4725-12-2016 & 4726-12-2016
�
C��11
REFERENCE 12BROOKFIELD, ALPHA
12/13/2016 N� : L-15980 LOG NAME: RANCH, SHALE CREEK
AGREEMENTS
NON- PUBLIC
L 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.org/council�acket/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 finro 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 ID � ID
Program � Activity
Program ( Activity
Budget I Reference # I Amount
Year (Chartfield 2)
Bud et Reference # Amount
9
Year (Chartfield 2)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=22358&councildate=l2/13/2016 3/2/2017
M&C Review
Submitted for City Manager's Office by:
Originatin�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_packet/mc review.asp?ID=22358&councildate=l2/13/2016 3/2/2017