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SEWER INFRASTRUCTURE AGREEMENT
This Sewer Infrastructure Agreement ("Agreement") is entered into by and between the
City of Fort Worth, Texas (the "Citv"), a home-rule municipal corporation situated in Tarrant,
Denton, Johnson, Parker and Wise Counties, Texas, acting by and through its duly authorized
Assistant City Manager, Brookfield Acquisitions, L.P., a Texas limited partnership ("Brookfield
Acquisitions"), South Denton County Water Control and Improvement District No. 1(the
"Brookfield District"), CTMGT Alpha Ranch, LLC, a Texas limited liability company ("Alpha
Ranch LLC"), CTMGT AR II, LLC, a Texas limited liability company ("AR II LLC"), and
Alpha Ranch Fresh Water Supply District of Denton and Wise Counties (the "Alpha Ranch
District") (Brookfield Acquisitions, Alpha Ranch LLC, and AR II, LLC, being sometimes
referred to as "Owners" and the Brookfield District and the Alpha Ranch District being
sometimes referred to as the "Districts").
ARTICLE I
RECITALS
A. Brookfield Acquisitions is the owner of approximately 231.579 acres in Denton
County, Texas, within the City's extraterritorial jurisdiction ("ETJ") as shown on Exhibit A and
more particularly described in Exhibit B attached hereto and incorporated herein by reference
(the "Brookfield PropertX").
B. The Brookfield District was created as a water control and improvement district
pursuant to Article XVI, Section 59, Texas Constitution, and has been converted to a fresh water
supply district operating pursuant to Chapters 49, 51 and 53 of the Texas Water Code in Denton
County, Texas, encompassing the Brookfield Property.
C. The Alpha Ranch District was created as a water control and improvement district
pursuant to Article XVI, Section 59, Texas Constitution, and has been converted to a fresh water
supply district operating pursuant to Chapters 49, 51 and 53 of the Texas Water Code, consisting
of 1,293.736 acres of land.
D. Alpha Ranch LLC is the owner of 1,122.139 acres in Denton and Wise Counties
within the City's ETJ and encompassed by the Alpha Ranch District, as shown on Exhibit C and
more particularly described in Exhibit D attached hereto and incorporated herein by reference
(the "Alpha Ranch LLC Tract").
E. AR II LLC is the owner of 160.8963 acres in Denton County within the City's ETJ
and encompassed by the Alpha Ranch District, as shown on Exhibit C and more particularly
described in Exhibit D-1 attached hereto and incorporated herein by reference (the "Elizabeth
Creek Tract"), with the remainder of land within the Alpha Ranch District consisting of State
Highway 114 right-of-way.
F. Alpha Ranch LLC owns 171.089 acres of land adjacent to the Alpha Ranch District,
shown in Exhibit C and more particularly described in Exhibit D-2 attached hereto and
incorporated herein 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").!j --------- --;�
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Sewer Infrastructure Agreement — Page 1
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G. The Ryan Dynasty Trust owns 12.916 acres of land adjacent to the Alpha Ranch
District, shown in Exhibit C and more particularly described in Exhibit D-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").
H. The 1,293.736 acres currently encompassed by the Alpha Ranch District and, if
annexed by the District, the CTMGT Tract and the Ryan Trusf Tract, are hereafter referred to,
collectively, as the "Alpha Ranch Property".
I. North Fort Worth Water Control and Improvement District No. 1 of Denton and
Wise Counties (the "Shale Creek District") is a conservation and reclamation district created and
operating in Denton County, Texas, pursuant to Article XVI, Section 59, Texas Constitution, and
Chapters 49 and 51 of the Texas Water Code, encompassing approximately 251.75 acres of land,
including without limitation 158 acres of undeveloped land owned by Shale 114, L.P. as shown
on Exhibit G and more particularly described in Exhibit G-1 attached hereto and incorporated
herein by reference (such 158 acres of land being referred to as the "Shale Creek PropertX").
J. Aqua Texas, Inc. ("Aqua Texas") will provide sewer service to all of the Shale Creek
Development, consisting of the 251.75 acres of land within the Shale Creek District and 78.608
acres located outside the Shale Creek District, pursuant to that certain Agreement Concerning
Water and Sewer Service to Shale Creek Development entered into by the City, Aqua Texas, �
and the Shale Creek District dated �- � 1�%- � ��' (City Secretary Contract No. �� �O� S�
(the "Shale Creek Water and Sewer Agreement") utilizing the wastewater plant authorized under
Texas Commission on Environmental Quality ("TCEQ") Permit No. WQ 14186-001 owned and
operated by Aqua Texas (the "Shale Creek Wastewater Treatment Plant") subject to the City's
option to become the retail sewer provider at a future date.
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, as
hereafter defined.
L. Brookfield Acquisitions intends to develop the Brookfield Property, and Alpha
Ranch LLC and AR II LLC intend to develop the Alpha Ranch Property, as master-planned
mixed-use developments, and Shale 114, L.P. intends to develop the Shale Creek Property for
residential uses, pursuant to development agreements with the City pursuant to Section 212.171,
et seq., Texas Local Government Code (the "Project").
M. The Alpha Ranch District, the Brookfield District, the Shale Creek District, Aqua
Texas, and the City entered into that certain Water and Wastewater Utility Services Transfer
Agreement dated Z I� I�— (City Secretary Contract No.�-fbL^ S.�t )(the "CCN
Transfer Agreement"), whereby Aqua Texas agreed, among other terms (a) to transfer to the
Brookfield District all of its rights and obligations under sewer certificate of convenience and
necessity ("CCN") No. 20453 far the Brookfield Property; and (b) to transfer to the Alpha Ranch
District all of its rights and obligations under sewer CCN No. 20867 for the Elizabeth Creek
Tract and TPDES Permit No. WQ0014263-001 (the "Elizabeth Creek Wastewater Dischar�e
Permit").
Sewer Infrastructure Agreement — Page 2
N. 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 properly 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").
O. The City, the Alpha Ranch District, and the Brookfield District entered into that
certain Agreement Concerning Sewer Service to Alpha Ranch and Brookfield Developments
dated �– i�— I�}-- (City Secretary Contract No.�-,�1��� (the "Sewer Service
A�reement") whereby such districts have the option to provide interim sewer service to the
Alpha Ranch Property and the Brookfield Property (the "Sewer Service Area") utilizing the
Elizabeth Creek Wastewater Treatment Plant and/or by contracting with Aqua Texas for service
utilizing the Shale Creek Wastewater Treatment Plant.
P. Pursuant to the Sewer Service Agreement, the Brookfield District and the Alpha
Ranch District are required to construct, or cause the construction of, an off-site sewer main to
the Fort Worth system (the "Off-Site Sewer Main", as hereafter defined) prior to approval of a
final plat containing the 2,SOlst lot with the Alpha Ranch Property, the Brookfield Property and
the Shale Creek Property, whereupon the Elizabeth Creek Wastewater Treatment Plant will be
taken out of service, the City will become the provider of retail sewer services to all customers in
the Brookfield District and the Alpha Ranch District, and the City will have the option to
purchase certain sewer infrastructure for a nominal fee.
Q. The Alpha Ranch District intends to file one or more applications with the TCEQ to
amend the Elizabeth Creek Wastewater Discharge Permit to expand the Elizabeth Creek
Wastewater Treatment Plant in accordance with TCEQ standards and subject to Trinity River
Authority approval, as required; provided, however, the Elizabeth Creek Wastewater Treatment
Plant shall not exceed the capacity needed to serve 2,500 retail connections less the number of
retail connections within the Shale Creek Property and the Brookfield Property served by the
Shale Creek Wastewater Plant.
R. The Districts have requested the City's support for such permit applications,
provided the Alpha Ranch District submits an updated sewer study to the City prior to submittal
of each such application to the TCEQ in accordance with the Sewer Services Agreement.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
ARTICLE II
DEFINITIONS
"Alpha Ranch LLC Tract" has the meaning set out in Recital D.
"Alpha Ranch Property" has the meaning set out in Recital H.
"Brookfield Pro�erty" has the meaning set out in Recital A.
Sewer Infrastructure Agreement – Page 3
"CCN Transfer Agreement" has the meaning set out in Recital M.
"CFA Policv" means the "Policy for the Installation of Community Facilities" as amended in
March 2001 (M&C G-13181) in effect on the Effective Date, including any amendments thereto
that are in effect on the Effective Date.
"City Review Fees" means fees and charges applicable to the review and approval of plans
relating to the construction of the Sewer Infrastructure and inspection and material testing fees,
according to the fee schedule adopted by the City Council and in effect on the Effective Date.
"Contractor" means a person ar entity retained by the Districts or Owners to construct all or any
part of the Sewer Infrastructure that is pre-qualified by the City to do such work, in accordance
with City's generally applicable requirements.
"CTMGT Tract" has the meaning set out in Recital F.
"Effective Date" means the effective date of this Agreement as defined in Section 5.16.
"Elizabeth Creek Tract" has the meaning set out in Recital E.
"Elizabeth Creek Wastewater Discharge Permit" has the meaning set out in Recital M.
"Elizabeth Creek Wastewater Treatment Plant" has the meaning set out in Recital N.
"Governing Re�ulations" means all City ordinances, regulations, policies, manuals and other
requirements relating to the Sewer Infrastructure, including the design, location, construction,
payment of fees, operation and maintenance thereof, applicable within the City's corporate limits
on the Effective Date. Further, "Governing Regulations" includes all amendments to the
foregoing requirements and all new requirements relating to Sewer Infrastructure that are
adopted or approved after the Effective Date, except any amendments from which the Project is
exempt pursuant to Chapter 245 of the Local Government Code.
"Off-Site Sewer Main" has the meaning set out in Section 3.02.
"On-Site Sewer Main" means (a) the sewer mains constructed within each District required for
sewer service by the City, including without limitation sewer lines connecting the Off-Site Sewer
Main to the Elizabeth Creek Wastewater Treatment Plant and the Shale Creek Wastewater
Treatment Plant; and (b) the sewer mains constructed within each District required for sewer
service by the Districts using the Elizabeth Creek Wastewater Treatment Plant or by contracting
with Aqua Texas to provide sewer service utilizing the Shale Creek Wastewater Treatment Plant,
to the extent such lines will be used by the City when the City becomes the retail sewer service
provider.
"Parties" means, collectively, the City, Owners, the Districts, and any successors and assigns, as
permitted by this Agreement.
Sewer Infrastructure Agreement — Page 4
"Partv" means, individually, the City, Owners, the Districts, or any successors and assigns, as
permitted by this Agreement.
"Project" has the meaning set out in Recital L.
"Sewer Infrastructure" means the Off-Site Sewer Main and the On-Site Sewer Mains.
"Sewer Service Agreement" has the meaning set out in Recital O.
"Sewer Service Area" has the meaning set out in Recital O.
"Sewer Stud.�" has the meaning set out in Section 3.04.
"Shale Creek Development" means the 251.75 acres of land within the Shale Creek District and
the 78.608 acres located outside the Shale Creek District, as described in Recital J.
"Shale Creek Property" has the meaning set out in Recital I.
"Shale Creek Wastewater Treatment Plant" has the meaning set out in Recital J.
"TRA Contract" means the agreement between the City and the Trinity River Authority ("TRA")
entitled "Trinity River Authority of Texas — Denton Creek Regional Wastewater Treatment
System Contract" dated October 28, 1987 (City Secretary Contract No. 16054), as amended from
time to time.
ARTICLE III
RETAIL SEWER SERVICE; CONSTRUCTION OF OFF-SITE
AND ON-SITE SEWER MAINS
3.01 Retail Sewer Service.
(a) Each District may provide retail sewer service within its boundaries utilizing the
Elizabeth Creek Wastewater Treatment Plant and/or (with respect to the Brookfield District only)
by contracting with Aqua Texas for service utilizing the Shale Creek Wastewater Treatment
Plant, provided, however, 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 retail
connections within the Sewer Service Area and the Shale Creek Property, in accordance with the
Sewer Service Agreement. For purposes of calculating the 2,500 retail connections, each lot
included in a recorded final plat shall constitute one retail connection.
(b) Upon completion of construction of the Off-Site Sewer Main and sewer lines
connecting the City's sewer system to the Elizabeth Creek Wastewater Treatment Plant and the
Shale Creek Wastewater Treatment Plant, and acceptance by the City, the City will become the
retail sewer provider to all then existing and future customers within the Sewer Service Area at
the City's generally applicable rates charged to comparable classes of out-of-city customers, in
accordance with the Sewer Service Agreement.
Sewer Infrastructure Agreement — Page 5
3.02 Desi�n and Construction of Off-Site Sewer Main.
(a) The Districts and Owners shall, jointly or severally, construct or cause to be
constructed, at no cost to the City, 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 the 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
main 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 jf��. The Districts and Owners shall
design the Off-Site Sewer Main and the Shale Creek Main to accommodate the sanitary sewer
loading described on Exhibit E-1; provided, however, final sewer pipe sizes will be dependent
on actual slope as reflected in the final design. Under no circumstances shall the City be
obligated to construct, or pay for the construction of, the Off-Site Sewer Main or the Shale Creek
Main.
(b) The Districts and Owners shall commence designing the Off-Site Sewer Main on
or before the City approves final plats containing 1,875 lots within the Sewer Service Area and
the Shale Creek Property.
(c) The Districts and Owners shall start construction of the Off-Site Sewer Main
before the City approves final plats containing 2,250 lots within the Sewer Service Area and the
Shale Creek Property.
(d) Priar to City approval of a final plat containing 2,501 lots within the Sewer
Service Area and the Shale Creek Property, the Districts shall take the Elizabeth Creek
Wastewater Treatment Plant out of service at the Districts' or Owners' cost, the Districts will
convey sewer CCNs for the Brookfield Property and the Alpha Ranch Property to the City, and
the City will become the provider of retail sewer services to all customers within the Sewer
Service Area in accordance with the Sewer Service Agreement.
(e) The Districts and Owners shall be entitled to sufficient capacity in the Off-Site
Sewer Main or equivalent improvements to serve the full development of the Sewer service Area
and the Shale Creek Development.
(� The Districts and Owners shall, jointly or severally, at the City's request, oversize
the Off-Site Sewer Main, subject to approval by the City Council of the City's cost participation
in the oversizing costs based on the public bid amount and calculated as the cost difference
between pipe diameters. The City shall reimburse the Districts and Owners for the City's cost
participation within thirty (30) days after completion of the Off-Site Water Main and final
acceptance (greensheet) by the City.
3.03 Trackin� of Final Plats; Denial of Plats. The Districts shall maintain records of
the number of lots included in final plats submitted for the Sewer Service Area and the Shale
Creek Property and shall ensure that each final plat submitted for such areas reflects the
Sewer Infrastructure Agreement — Page 6
cumulative lot total. The City may refuse to approve or record a final plat for the Sewer Service
Area if the lots contained in such final plat, plus all previously approved final plats for the Sewer
Service Area and the Shale Creek Property, contain more than 2,SOO lots until the Off-Site Sewer
Main is completed and dedicated to the City in accordance with this Agreement.
3.04 Sewer Studv. Owners and the Districts have submitted a revised sewer study for
the Alpha Ranch Property, the Brookfield Property and the Shale Creek Property (the "Sewer
Stud.�") to the City.
3.05 Use of Wastewater Capacity Allocated to Citv bv Trinity River Authority. The
City will allocate a portion of its available TRA Contract treatment capacity sufficient to accept
the wastewater from the Sewer Service Area. The City will obtain all necessary consents from
the Trinity River Authority to provide retail sewer service to the Sewer Service Area.
3.06 Easements and Ri�hts-of-Way. Owner and the Districts shall use good faith
efforts to obtain all easements required for the installation of the Off-Site Sewer Main and shall
dedicate such easements to the City at no cost to the City.
3.07 Oversizin� of Infrastructure. Except as provided in Section 3.02(�, the City
shall not require Owners or the Districts to design or construct at their expense (or pay for
designing ar constructing) Sewer Infrastructure that exceeds the capacity needed to serve the
Sewer Service Area.
3.08 Sewer Per Acre Char�e. If any other development connects to the Off-Site Sewer
Main, Owners and the Districts shall be entitled to sewer per acre charges in accordance with
Section 35-81, et. seq, of the City Code, or successor ordinance.
3.09 Construction of On-Site Sewer Mains. The Districts and Owners shall, at no cost
to the City, construct, or cause to be constructed, the On-Site Sewer Mains, provided, however,
each Owner shall be responsible only for construction of On-Site Sewer Mains on property
owned by such Owner and each District shall be responsible only for construction of On-Site
Sewer Mains within the boundaries of such District. Under no circumstances shall the City be
obligated to construct, or pay for the construction of, the On-Site Sewer Mains.
ARTICLE IV
CONSTRUCTION STANDARDS, OPERATION AND MAINTENANCE OF SEWER
INFRASTRUCTURE
4.01 Infrastructure Standards. The Sewer Infrastucture shall be designed and
constructed in compliance with the Governing Regulations.
4.02 Plan Review; Payment of Fees; and Pre-Construction Conference. Construction
of the Sewer Infrastructure shall not commence until (a) final construction plans and
specifications have been reviewed and accepted by the City for compliance with the Governing
Regulations; (b) a Community Facilities Agreement has been executed between the City and the
Owners and Owners have provided a financial guarantee pursuant to the CFA Policy; (ci) pre-
Sewer Infrastructure Agreement — Page 7
construction conference has been held by the Contractor, the Districts' engineer and designated
representatives of the City; and (d) the applicable City Review Fees have been paid. At such
pre-construction conference, the City shall designate a City employee to serve as the project
manager and the project inspector (the "Citv Ins ector"). The City shall review all construction
plans and specifications in a timely manner. If the City does not review construction plans and
specifications for regional Sewer Infrastructure within two (2) weeks after each time plans are
submitted to the City, such plans and specifications shall be deemed approved.
4.03 Inspections. City employees or third party inspectors retained in accordance with
generally applicable City policies ("Citv Ins ep ctors") shall perform all inspections and testing of
the Sewer Infrastructure. The City Inspectors shall notify the Districts at least 48 hours before
each inspection to enable the Districts' engineers to be present during the inspections. The City
Inspectors shall cooperate with the Districts to provide inspection reports that satisfy TCEQ
requirements for issuance of bonds by the Districts.
4.04 Final Tnspections. The Contractor shall notify the City Inspector when the Sewer
Infrastructure is ready for final inspection. If the City Inspector concurs that cor�struction of the
Sewer Infrastructure is substantially complete, the City Inspector will schedule a final inspection
by the City within 30 days. Upon such final inspection and correction of any punch list items
and final documentation related to completion of such Sewer Infrastructure, written certification
by the City Inspector that the Sewer Infrastructure has been constructed in compliance with the
Governing Regulations shall constitute compliance with all inspection requirements. The City
shall issue a letter to Owners and the District approving the Sewer Infrastructure within fifteen
(15) days after all requirements are met.
4.05 Contractors. The Districts and Owners shall incorporate the requirements of this
Article IV into written construction contracts with all Contractors. All such contracts shall
provide that the City is a third-party beneficiary of and may enforce such contracts against the
Contractor.
4.06 Access b�y Emplovees. Any duly authorized employee of the City bearing
proper credentials and identification shall be granted access to any property within the Sewer
Service Area as the City may determine necessary for the purpose of inspection and testing of the
Sewer Infrastructure.
4.07 As-Built Drawin�s. The Districts and Owners shall be jointly responsible for the
delivery of mylar as-built drawings for all Sewer Infrastructure to the City Inspector within 30
days after final inspection.
4.08 Dedication of Sewer Infrastructure to the Citv.
(a) The Off-Site Sewer Main will be dedicated to the City, along with all appurtenant
easements and rights-of-way, within thirty (30) days after Owners and the Districts receive a
letter from the City approving the Off-Site Sewer Main pursuant to Section 4.04.
Sewer Infrastructure Agreement — Page 8
(b) The On-Site Sewer Mains utilized by the Districts to provide retail sewer service
within the Sewer Service Area will be conveyed to the City, along with all appurtenant
easements and rights-of-way, in accordance with the Sewer Service Agreement when the City
becomes the retail sewer provider in accordance with Section 3.01 and the Sewer Service
Agreement. On-Site Sewer Mains constructed thereafter will be dedicated to the City, along
with all appurtenant easements and rights-of-way, within thirty (30) days after Owners and the
Districts receive a letter from the City approving such On-Site Sewer Mains. On-Site Sewer
Mains may be constructed and dedicated to the City in phases.
(c) Following dedication of Sewer Infrastructure to the City, the City shall have full
ownership and control of such Sewer Infrastructure.
4.09. Maintenance and Inspection of Sewer Infrastructure. Owner and the Districts
shall cause the Sewer Infrastructure to be maintained in accordance with City standards until the
Sewer Infrastructure is dedicated to the City, at which time the City shall be responsible for
maintenance of such infrastructure. The City may inspect the Sewer Infrastructure from time to
time, at the City's cost.
4.10 Plumbing Requirements. All plumbing infrastructure for structures constructed
within the Alpha Ranch Property, the Brookfield Property and the Shale Creek Property shall
comply with the City's plumbing code in effect when the structure is constructed, including
without limitation permit requirements. Such requirements shall be included in development
agreements for the Alpha Ranch Property, the Brookfield Property and the Shale Creek Property.
4.11 Paving Repair Standards. In the event the Fort Worth Water Department must
excavate into the roadway system maintained by the District, the Water Department will repair
the roadway utilizing the standard residential street permanent pavement repair details stated
below and show on the e�ibits D521 and D523 attached hereto as Exhibit H. For asphalt
streets, this includes an 8" thick 2 sack concrete cap followed by a 3" thick layer of hot mix
asphalt pavement. For concrete streets, a 9" thick concrete section shall be installed with #4 x
18" deformed bars doweled and epoxied into the existing concrete pavement.
ARTICLE V
MISCELLANEOUS
5.01 Governing Law; Jurisdiction and Venue. Txrs AGREEMENT SxALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS� AS
THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD
TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES
ACKNOWLEDGE THAT THIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY, TEXAS AND
HEREBY SUBMIT TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY AND AGREE
THAT ANY SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE
ARISING HEREUNDER.
Sewer Infrastructure Agreement — Page 9
5.02 Notice. Any notices, approvals, or other communications required to be given by
one Party to another under this Agreement (a "Notice") shall be given in writing addressed to the
Party to be notified at the address set forth below and shall be deemed given: (a) when the Notice
is delivered in person to the person to whose attention the Notice is addressed; (b) when received
if the Notice is deposited in the United States Mail, certified or registered mail, return receipt
requested, postage prepaid; or (c) when the Notice is delivered by Federal Express, UPS, or
another nationally recognized courier service with evidence of delivery signed by any person at
the delivery address. If any date or period_ provided in this Agreement ends on a Saturday,
Sunday, or legal holiday, the applicable period for calculating the Notice shall be extended to the
first business day following the Saturday, Sunday, or legal holiday. For the purpose of giving
any Notice, the addresses of the Parties are set forth below. The Parties may change the
information set forth below by sending Notice of such changes to the other Party as provided in
this section.
To the Ciiy:
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
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
Sewer Infrastructure Agreement — Page 10
South Denton County Water Control
and Improvement District No. 1
c/o: Winstead PC
Attn: Ross Martin
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
To Owners:
Brookfield Acquisitions, L.P.
Attn: Ross Calhoun
1800 Valley View Lane, Suite 300
Farmers Branch, TX 75234
CTMGT Alpha Ranch, LLC
Attn: Ross Calhoun
1800 Valley View Lane, Suite 300
Farmers Branch, TX 75234
CTMGT Alpha AR II, LLC
Attn: Ross Calhoun
1800 Valley View Lane, Suite 300
Farmers Branch, TX 75234
5.03 Assi�nment.
(a) Neither the Districts nor the City may assign this Agreement without the written
consent of the other Parties.
(b) Each Owner has the right, from time to time, to assign this Agreement, in whole
or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to
the Brookfield District or the Alpha Ranch District in which the Owner's property subject to this
Agreement is located and/or to any person or entity (an "Assi�nee") without the consent of the
City, provided that the following conditions are satisfied: (i) if not a District, Assignee is a
successor owner of any portion of the Brookfield Property or the Alpha Ranch Property or is a
lender to Owner or a successor owner of all or any part of such property or has a contractual
right to be reimbursed for Sewer Infrastructure from bonds issued by the appiicable District (or
has a lien or other security interest in such reimbursements); (ii) the assignment is in writing
executed by Owner and Assignee in the form of assignment attached as Exhibit F; (iii) Assignee
expressly assumes in the assignment any assigned obligations and expressly agrees in the
assignment to observe, perform, and be bound by this Agreement to the extent this Agreement
relates to the obligations, rights, titles, or interests assigned; and (iv) a copy of the executed
assignment is provided to all Parties. Provided the foregoing conditions are satisfied, from and
after the date the fully executed assignment is received by the City, the City agrees to look solely
to Assignee for the performance of all obligations assigned to Assignee and agrees that Owner
Sewer Infrastructure Agreement — Page 11
shall be released from performing the assigned obligations and from any liability that results
from the Assignee's failure to perform the assigned obligations. No assignment by Owner shall
release Owner from any liability that resulted from an act or omission by Owner that occurred
prior to the effective date of the assignment. Owner shall maintain written records of all
assignments made by Owner (including, for each Assignee, the Notice information required by
this Agreement, and including a copy of each executed assignment) and, upon written request
from any Party or Assignee, shall provide a copy of such records to the requesting person or
entity. It is specifically intended that this Agreement, and all terms, conditions and covenants
herein, shall survive a transfer, conveyance, or assignment occasioned by the exercise of
foreclosure of lien rights by a creditor or a Party, whether judicial or non judicial. This
Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and Assignee.
5.04 No Third Parly Beneficiary. This Agreement is solely for the benefit of the
Parties, and no Party intends by any provision of this Agreement to create any rights in any third-
party beneficiaries or to confer any benefit upon or enforceable rights under this Agreement or
otherwise upon anyone other than the City, the Districts, and Owners.
5.05 Amendment. This Agreement may be amended only with the written consent of
all Parties and with approval of the governing bodies of the City and the Districts.
5.06 No Waiver. Any failure by a Party to insist upon strict performance by any other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and each
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
5.07 Severability. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements, whether oral or written, covering the subject matter
of this Agreement. If any provision of this Agreement is determined by a court of competent
jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be
deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be
rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of
this Agreement shall remain in full force and effect and shall be interpreted to give effect to the
intent of the Parties.
5.08 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of the Agreement.
5.09 Force Majeure. No Party shall be considered to be in default in the performance
of any of the obligations hereunder (other than obligations of either Party to pay costs and
expenses) if such failure of performance shall be due to an uncontrollable force beyond the
control of the Parties, including but not limited to, the failure of facilities, flood, earthquake,
Sewer Infrastructure Agreement — Page 12
tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute, labor or material shortage, sabotage, or restraint by a court order or public authority,
which by the exercise of due diligence and foresight such Party could not have reasonably been
expected to avoid. Any Party rendered unable to fulfill any obligation by reason of an
uncontrollable force shall exercise due diligence to remove such inability with all reasonable
dispatch.
5.10 Breach, Notice and Remedies.
(a) If any Party commits a breach of this Agreement, the non-breaching Party shall
give Notice to the breaching Party that describes the breach in reasonable detail.
(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 Parly within such 14-day period,
the non-breaching Parly 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.
(d) The Parties acknowledge that this Agreement is subject to the provisions of
Subchapter I, Chapter 271, Texas Local Government Code, Sections 271.151, et seq. By
execution of this Agreement, neither the City nor the Districts waive or surrender any of their
respective governmental powers, immunities or rights, except as specifically waived pursuant to
this subsection or by law. The City and the Districts mutually waive their governmental
immunity from suit and liability only as to any action brought by a Party to pursue the remedies
available under this Agreement and only to the extent necessary to pursue such remedies.
Nothing in this section shall waive any claims, defenses or immunities that the City or the
Districts have with respect to suits against the City or the Districts by persons or entities not a
party to this Agreement.
5.11 Interpretation. The Parties acknowledge that each party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Sewer Infrastructure Agreement — Page 13
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days unless otherwise expressly stated. Wherever required by
the context, the singular shall include the plural, and the plural shall include the singular. Each
defined term herein may be used in its singular or plural form whether or not so defined.
5.12 No Joint Venture. No provision of this Agreement shall be construed to create
any type of joint or equity ownership of any property or any partnership or joint venture.
5.13 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an originaL
5.14 Effect of A�reement. This Agreement supersedes any prior understandings or
written or oral agreements among the Parties and their affiliates, concerning the subject matter
hereof.
5.15 Exhibits. All exhibits attached to this Agreement are incorporated into this
Agreement by reference for the purposes set forth herein, as follows:
Date").
Exhibit A Map of Brookfield Property
Exhibit B Legal Description of Brookfield Property
Exhibit C Map of Alpha Ranch Property
E�ibit D Legal Description of Alpha Ranch LLC Tract
Exhibit D-1 Legal Description of Elizabeth Creek Tract
Exhibit D-2 Legal Description of CTMGT Tract
Exhibit D-3 Legal Description of Ryan Trust Tract
Exhibit E Off-Site Sewer Main
Exhibit E-1 Sanitary Sewer Loading
Exhibit F Assignment and Assumption Agreement
Exhibit G Map of Shale Creek Property
Exhibit G-1 Legal Description of Shale Creek Property
Exhibit H Paving Repair Standards
5.16 The Agreement shall be effective upon execution by all Parties (the "Effective
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Sewer Infrastructure Agreement — Page 14
ATTEST:
City Sec`retary
APPROVED AS TO FORM AND
LEGALITY:
��
� -�%�,
ssistant City A ey
Sewer Infrastructure Agreement — Page 15
CITY OF FORT WORTH
a Texas home-rule municipal corporation of
Tarrant, Denton, Johnson, Parker
Counties
and Wise
��
: y. - -
J�:svs .��U '` ' -�a ����
(��'mt name)
Title: 1��51 S�7.y� � U �-U �'�`�C�-� � �
Date: � �/ � � �
,=���/ �����
�nrt��c�, ��aiY������t��r�
....i�.��-�'�y� � _
���� -
O�FICiAL EiECORD
Cli``� ����ETARY
F'�, �MQRTH, TX
Contract Compliance Manager for the Sewer Infrastructure Agreement.
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contract, including ensuring all performance and reporting requirements.
�� 7 - � �'
l�-��Z
Name of Emplo e— Wendy Chi-Babulal, EMBA, P. .
Water Plannin Development Enaineerina Mana�er
Title
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
ALPHA RANCH
DISTRICT OF
COUNTIES
FRESH WATER SUPPLY
DENTON AND WISE
By: ���
,, , �I
Name: 1 ,f���Y � �I_ � Tf�`�tir�� `�
President, Board o�` pervisors
SOUTH DENTON COUNTY WATER
CONTROL AND IMPROVEMENT
DISTRICT NO. 1
:
Name:
Sewer Infrastructure Agreement — Page 16
President, Board of Supervisors
� _= -__=-_—__---
;
OFFICIAL RECOi�� 3
CITY 3ECRETARY
FT. WORTH� 77t ,
AL�HA RANCH FR�SH WATER SUPPLY
DISTIiYCT OF DENTON AND WTSE
COUNTIES
By:
Name:
President, Board of Supervisors
BROOK�IELD FRESH WATER SUPPLY
DISTRICT N4. ]. OF DENTON COUNTY
f/k/a Sonth Denton Co�tnty Water Control
and Improvement District No. 1
�
By; �
N�ame: c�(�M'A. � I YVI�
ViCe President, Board of Supervisors
�, - __ - - = ---�- -= --_� �
� �FFICIq� rtECOR� ;'�
1� CITy SECRE'P,�R� p;
�� F1'. WORT'F�, '�'1,f �
Sewer Infrastruciure Agreement — Page 16 ��- -- _��____ ��
-- --_ .�
BROOKFIELD ACQUISITIONS, L.P.,
a Texas limited partnership
By: MMM Ventures, LLC,
a Texas limited liability company
Its: General Partner
By: 2M Ventures, LLC,
a Delaware limited liability company
Its: Manager
�
1
By: ;��A —t-t/"
Name: Mehrdad Moayedi
Title: Governing Person
Date:
CTMGT ALPHA RANCH, LLC,
a Texas limited liability company
By: CENTAMTAR TERRAS, LLC,
a Texas limited liability company,
Its: Manager
By: CTMGT, LLC,
a Texas limited liability company,
Its: Manager
�
BY� � � � .� ..��
Name: Mehrdad Moayedi
Title: Manager
OF�ICIA9. I�CO�D
CITY SECRETARY
FT. WORTH, TX
Sewer Infrastructure Agreement — Page 17
CTMGT AR II, LLC
a Texas limited liability company
By: CENTAMTAR TERRAS, LLC,
a Texas limited liability company,
Its: Manager
By: CTMGT, LLC,
a Texas limited liability company,
Its: Manager
�
By��� � 1
�':1 ;'��--.-y .-�-�--'
Name: Mehrdad Moayedi
Title: 1Vlanager
�FFICIAL RECOR�
CITY �E�Ri'ARY
% @+iIORTH, TX
Sewer Infrastructure Agreement — Page 18
Exhibit A
Map of Brookfield Property
Exhibit A to Sewer Infrastructure Agreement - Page 1
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Exhibit B
Legal Description of Brookfield Property
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
518, Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to
Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records,
Denton County, Texas and being more particularly described as follows:
BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way
line of State Highway No. 114, a 100 foot right-of-way, at the Southeast corner of said Tract 2;
THENCE North 89 degrees 31 minutes OS seconds West, along said North right-of-way line, a
distance of 1,026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set at
the Southeast corner of a tract of land described in Deed to Willow Bend 114, recorded in
Document Number 2005-8893, Deed Records, Denton County, Texas;
THENCE Nort� 00 degrees 19 minutes 46 seconds East, a distance of 2,518.47 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "5439" found at the Northeast corner of Lot 13, Block
A of WILLOW SPRINGS SUBDIVISION, an Addition to Denton County, Texas according to
the Plat thereof recorded in Cabinet D, Page 317, Plat Records, Denton County, Texas;
THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a
distance of 13.26 feet to a 1 inch iron rod found at the Southeast corner of a tract of land
described in Deed to Robert B. Logan, recorded in Volume 515, Page 92, Deed Records, Denton
County, Texas;
THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1,563.70 feet to a 3/8 inch
iron rod found at the Northwest corner of said Tract 1;
THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3,160.54 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "EC&D" found at the Northeast corner of said
Tract 1;
THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753.84 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "EC&D" found at the most Easterly Southeast corner
of said Tract l;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet ta a 1/2
inch iron rod with a yellow plastic cap stamped "EC&D" found at an inner ell corner of said
Tract 1;
THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the
POINT OF BEGINNING and containing 231.579 acres of land, more or less.
Exhibit B to Sewer Infrastructure Agreement — Page 1
Exhibit C
Map of Alpha Ranch Property
Exhibit C to Sewer Infrastructure Agreement — Page 1
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Exhibit D
Legal Description of Alpha Ranch LLC Tract
Exhibit D to Sewer Infrastructure Agreement — Page 1
cST:,6USH�D t8S0
BROOKES BAK�R SURVEYORS
DON vJ. HICY.EY, Rt'LS, LSLS A PAOFESSION�L'CORPORATION
A1.:,1� �Y. NICKEY� RFLS TI7lE �ND TOPOGRnPHIC,SURVEYII;'G
GAR�Y 1Y. GILLEY, hPLS, LSLS 930 Hicxoy Court
CONSULT�7NT Granbury, Texas 766a9
� 817-27S-0232
• =aX o17-279-9b9C
:'�j�Tl'1 24, 2�04
P'�?ge 1 oi �
��:e1i1 r!otes fo?-:=( �'A.�2C�+L 2 }
BROOKES SAKER (1902-7955)
JOHN F. BAKER (1924-7985)
S.J. BAKER (1S27•1999)
FRED M. I+tORRiS (1936•1999)
I'aris of zl�e 70SF?U�L TLING SUP`VEY, Abstract 3�0. 7I2, the SI��ITH COUNTY SCIHOOL
L��`D SURVEY, Abs�aci No. 743 an.d � lI of ihe WI�Z. G:�FFTELD SURVEY, Abstract No.
332, Lie EMPSON'I'�OIv�'SO�t SU :VEY, Abstract.2�Yo. 804 and�fhe THOMAS PEOI'LES
SURV'EY, Abstract No. 677 situaic;d in ��r'ise and Dcnton Cour_iies, Texas; embracin_g z pari of
ttie 1�0`?-325/1000 � cres Tract described izi th:e �ee� to Alpha IZ3nch Ltd:, recdrded m volume
=�645, page 306 of the Real Records caf Denton County, Texas a�id elescribed by metes and baunds
rs fo�io��s. � .
Gor?�snencixig at a%s" iron foti�ic� for the nor�heast comer of said I302-325/1000 aer�s Tract and
��e north��rest cor��r of the 157-867/1000 acres Tracf described in the deed to Ja�rses I3. Stahla -
rr;corded in volume 1593, p..ge 612 oi C��e Deed Reeords of Denton County, Texas i.n the
�vLu'�erl}� righi-oi-���ay of Siate �?igh�vay No. 114 �a.nd run 00 degrees-36 mi�utes-52 seco�ds
����st, t?long TPe e��St l�r_e of said 1302-325/1000 acres tr��ct, 2066-661100 feet to a 5/8" capped
iron se;t on the bank of cr:;c-k for the nortreast 2nd pi_ace of be�inning.
`I'hence soutlz 00 dc;grc:es-36 Tr_i�zutes-52 seconds �vest, alon� the east lin� of. said '_ 302-325/140U
a:;r�s Tract aild t17� 1�5�zST �.21e of s<<id 157-867/1000 •�cres Tract #o an� �long the west Iine of the
1�- i'1 �2/I OOOU acres Tr�:c� ciescribcd in tne deed to W. R. Rose 7nvesfiments, Inc., recozded in
vulurl:e 419U, p�t�e 321 0� the said TZ�a? RecoTds, 55?-39/100 feet to a'/�" iron found in thc; most
noi�ti�er?y soLtL line pZ SatG� l.i�J2-�ZJ/IOOO 3CI"�S Tract and the southwest coxner of said I3-
7182/10000 •acres 'Iracf.
1?�eTice nozt�i 89 de,�rees-2� mint�tes-44 seconds west, along most northerly south.line of said
1302-32�/1000 acres Truct, 234-54/100 ieei ta a 3/8" iron fo���d for the r_ortheast corner of
SUNGBIP� r�D1"IZOI�T, �_n addition io Dezitan Couniy, as said addition appears on the plat
th�reo.f recorded in Slide �-83 oithe Plat?Z�cores ofDenfiun Cowity, Texas.
'rhence north �8 degrees-32 �inu'tes-27 secor_cs west, �long the svut� !ine of said 1302-
�?5'] U00 acres 'I'ract a��d fhe nortr �ine of said SONGB]RD ADDI � ION, 2213-58/100 ieet to a
%." i�-on io�nd for the nortli�=itst conier of Lot 29 of said SONGBIIZD 1`-�DDITION and a re-
er:T�-��.nt corner o? said 1302-325/1000 �cr�s Tract.
Thc;c7ce sot�t�i OU dep;rces-�2 mirn�tes-00 seconds tiz�est, along the east J�ne oi said 1302-325/1000
�cres �� �-act •��Zd the �;�est liie c�r s�id Lot 29 to ar_d along the ��est line oT LoT 28 of said
:>UNG�r�1�D _�LUDITION, 1502-94/� 00 iect to a �/8" capped iron set.
ESTA3lISHED 7880
BROOKES BA}CEA
SURVEYORS
J11�1"11 2�, ����
P��c; 2 OZ J
Fiel.d notes for:-( P�12�FL 3)(continued) �
Ti7ence.south 87 e�e� �es-S4 mii�utes-36 secon�s west, �23-23/7 00 feei to a 10" pipe post for the
most ���esterly no�-th�.�est corner of said S02�rGr'3�ZD ADDTTION and a re-entrant corner of said
1���-��J�l�n�'J 3CI'�S.!T3CL. ' �
Thence so.�th 00 degrees-53 n?inuies-�:3 seconds west, along ihe west 1Lne o.f said 1302-325/1000
acres Tracf an� ti7e znost westerly iine of said SONGBIIZD :�DDITION, 4163-13/i 00 feet to a 1"
i?�on io�.i.nd ior th� southeast corner of said 1302-325%1000 acres Tract ui Che nort'n line of the
16�0-?O5�/� 0000 acres 'I'ract descri�ed i� the�deed to Headingtori Resources, Tnc., recorded in
volu_me 81,, pa�e 82G oi tl�ie Official Public Records of Wise Cour_ty, Texas.
'T'hence south �9 deorees-2 � m�nutes-29 seconds west, along the south line of saic� 1302-
32>/10�0 acres Tract and the north line of said 1650-2055/10000 acres Tract, �395-82/100 ieet
to a%" nipe found for the noi-�hwest corn�r of said 1650-205�/10000 acres Tract and tlze
I�ortheast coz-ner or ti��e 296-7� 1/lODU aczes Traci described in the deed to 2vSary 7ane Bennett
r�corded in volume 911, page T36 oi ille saic? Ofiicial Publie �Zecords. � •_ �
'I'��zi�ce norti� 88 degrees-32 ?n�nutes-03 secon�s �vest, along the souih line of said I302-
�2�/? 000 acres T?�act and the norCh I�ne oi said 296-711/1000 acres Traci, 164�-0�/100 feet to a
i" iron ?ound f:or th� sout�l�✓esr conizr of said 1302-325/1000 acres Traci.
Thence north 00 de�ees-^—.3 ���»1utes-00 secor_ds easi, along the wcst line of said 1302-325/1000
ac��es Tract, 46��3-11/100 fe�et to a concrete monliirent fo��nd. .
`�':�ence nortii UO degrees-�4 n-ii�utes-�23 secor.rs e.ast, contnuing alonb ilie west line oisaid
1302-325; I000 acres Tr�ct, ? 320-��I100 Tect to a concrete monument found for the most
�vest�:;riy nortnwest corner oi s��d 1302-32�/1000 acres Tract and the northeast coruer of the 47-
S!1 U acres 'I'raci describ�d in the deed to Scott Ketly record�d in volume 243, page 485 of the
Deed Records of �Vise Caunty, Texas.
�'s_eric� so�:th 89 de� e�s-�6 rrin�tes-23 seconds ezst, along the most southerly north line oT said
1302-325/lODU acres � ract, 3744-7�/IOU feet to a 1/�" iron iound for a re-entrai�t comer of szid
13U2-3?S/1000 acr�s Trace.
Thence north UO �egrees-32 iz�inutes-19 seconds east, a�ong the �vest Lne oz said 1302-32�/1000
��cres Tract, 1953-21/100 zeet to. a 5/8" capped iron set for the south«esf comer of the 15 acres
"I'T-act dcscrib:,�� i�� thc- deed to 7erry T�ueck recorded in volune 421, page 617 of the said Deed
Records.
ES7aBUSHED 7Sd0
BROOKES BAKER'
SURVEYpRS
�pril 2Y, 2b04
1'� ge 3 of 5
��icld rlotes for:-'� 7'���'CEI., 2 )(continued)
'I�h:.nce south 89 deb ees-� 9 minutes-12 seconds east, along the north line ofsaid I302-325/1000
acres Tract, 667-5�/I00 feet to a S/8" capped iron set� oil fhe banl: of creek.
Thence southeastexly, alor.o the banlc of said cieek, the following: .
south 21 degrees-�, tnil�uies-2� seconc�s west 83-70/I00 feet to a SI8° capped'iron set;
south.54 degrees-�� minuies-16 s�co�ds west 9�-61/100 feet to a �/8" eaPped iron set;
soutn �3 .degrees-02 minl�ies-31 seconds e�st 8Q-48/100 feet to. a 518" capped iron set;
south 65 degrec;s-24 minutes-30 seconds ezs# 63-�7/l0U feet to a 5/8" capped iron set;
sout'� 47 degrees-23 minutes-02 seconds east 57-81/100 ieet to a 5/8" capped iron set;
south 2S degrees-3� minures-38 seconds east 105-31/I00 feet to a 5/8" cap�ed iron set;
so�l�1 02 d�grec;s-41 n�inutcs-? 5 seconds east 9�-66/100 feet to a 5/8" capped iron set;
south �9 d�gre�s-07 minutc;s-22 seconds east 74-� 3/100 feeC io a 5/8" capp�d iron set;
souil� 80 degr�es-�9��nir_utes-53 secor_ds east b2-39/I00 feet to a.5/8" capped iron set; �
sou� �4 de�rees-30 m?nutes-31 secor•ds east 1�6-87/100 feet to a 5/8" capped iron set;
north 75 degrees-12 :nint�tes-2I seconds east 79-11/100 feet to a S/8" capped izon sei;
norlh 43 de��es-14 minuies-Ol seconds east 53-�2/100 feet to a 578" capped iron. set;
nort.h 54 degrees-07 �r_inutes-09 seconds easL ?25-16/I00 feet to a 5/8" capped iron set;
nor�h 27 deb �ees-�6 ��linutes-3� seconds east I04-93/100 feet to a 5/S" capped iTon set;
Tic�r�h 7S degrees-21 ?1�i?iutes-35 s�conds east �6-66/100 feet fo a 5/8" capped iron set;
south o6 de�ees-23 mir_utes-22 seconds east 57-ZS/100 feet to a S/8" capped iron set;
so�th 22 c�e�-ees-11 ininutes-31 seconds east 114-17/100 feef to a 5/8" c2pped iron set;
south 19 d�t�ees-� 3 rninures-5S seconds easf 86-I 1/100 feet to a 5/8" capped iron sei;
south �b degrees-21 minutes-48 secoz�ds easf 106-08!I00 feef'to a Sl8" capped iron set;
south 63 degrees-�� minutes-4b seconds east 138-I�/lOQ feei to a 5/8" capped iron set;
soLtil S� dc�rees-23 minutes-2� seconds east 262-09/100 feet to a�/8" capped iron set;
south 55 de�ees-45 rninutes-09 seconds cast 171-4�/100 feet to a 5/8" cappecl iron set;
sou�h 34 de� ees-20 m?nutes-;7 seconds east 168-7I/100 feet to a S/8" capped iron sei;
souti� 1 � degrees-5� rninutes-30 seconds east 119-46lI00 feet fo a 5/8" capped iron set;
soui:h 14 de�_r-e;,s-24 minutes-Ol seconds west 84-67/100 feei to a 518" capped iron set;
souch 35 degrees-37 �r_i�iutes-53 seconds west 7I-b4/100 feet fo a 5/8" capped �r�n set;
south 55 de�ees-55_minutes-02 seconds east 180-86/100 ieet to a �/8" capped iron set;
south 3� ��egrees-'�7 ?ninLtes-46 seco�zds easf 126-18/100 feet to a S/8" capped iron sef;
south 61 degrees-OS mint?tes-25 scconds east I91-39/100 feet to a 5/8" capped iron set;
south �9 ��•grees-32 ?.linutes-36 seconds east 145-64/100 ieet to a S/8" capped iron set;
south �9 de��ees-32 rYiinutes-59 seconds east 161-55/100 feet to a 5/3" capped iron.set;
south b7 de��ee:s-I 5 i�inutes-19 seconds east 37-13 /10� fcei to a 5/8" capped izon set;
i�o?-th �2 de�;rees-26 i:�in�tes-2S seconds east 39-69/100 feet to a 5/8" capped iron set;
rv�-? h 1� dc�recs-�2 nlin�tes-06 seconds c�st ? 28-15/� 00 feec to a 5/8" capped iron set;
���P_� �%'}, 7��=i
Page 4 07 5
l�ie'd rotes for:- { �':�i'�C�'� 2 )(con#intied)
ESTABLlSHED 1880
BROOKES BAKER
SURVEYORS
noi-th I� cle�nees-10 mim�tes-33 seconds west 125-6�/100 feet to a 5/8" capped iron set;
nort� 45 degrees-32 mir�utcs-43 seconds east 91-27!I00 feet to a 5/8" capped iron set;
nort.� 6� degrces-04 minutes-45 seconds easi 195-13/I O(? feet to a 5/8" capped iron set;
souih 82 degrees-18 r_minLtes-�l seconds east 48-55/100 feet to a 5/8" eapped iron set;
south 35 dcgrees-28 minut�s-�9 seco»ds e3st 124-34/7 00 feet to a S/8" capped iron set;
south �3 de�r�es-4U rr_�ntites-29 seconds east 51-78/100 faet to a 5/8" capped iron set;
sot�th 61 degrees-03 mu�uies-40 seconds east 53-7�/100 feet to a 5/8" eapped iron set;
norch 63 degrees-08 rninutes-3S seconds east 60- i 8/104 feet to a 5/b" cappec� iron set;
south ?7 de��ees-26 minutes-55 seconds east 132-78/10� feet to a 5/8" capped i�on set;
norf:h b�u de�-ees-36 irinutcs-33 seconds east 61-59/100 feet to'a 5/8" capped iron set;�
south 4^—, degrces-23 minutes-29 szconds east IO2-SI/T00 feei to a 5/8" capped iron set;
sout?7 52 degr�es-=�9 �inutes-45 szcar_ds east 236-42/100 feet to a 5/8" eapped iron set;
south 49 degees-021ninutes-^� secor_ds east 78-58/100 feet to a�/8" capped iron set;
south 23 degrees-33 mi�?ures-�1 seconds east 66-08/100 feet ta a S/8° capped iron set;
soutl� 1=� d�grees--1 � niinLtes-=�0 secones east 52-42/100 feet to a 5/$" capped iron set;
sot�th �S de�rees-4� �r!in�tes-�0 scconds east 103-8I%100 %et to a 5/8" cap�ed iron set;
svut�i 7� di;grees-22 ?ninutes-�T3 seconds �ast 61-85/100 feet to a��/8" capped iron set;
r_ortL 62 de��es-39 in�nutes-20 seconds east 1�3-28/I00 feet to a 5/8" capped iron sei;
noriil 62 de�t;re�s-39 minuces-46 seconds e•ast 118-29/100 feet to a 5/8." capped iron set;
�ioi-�I� 13 ee�rees-1� iY�?nutes-�7 seconds east 15=�-72/l0U fee;t to a �/8" capped iron set;
norih 72 de�rees-52 rT�inu�e.s-21 seconds east � 23-53/100 feet to a�/8" capped iron set;
south S6 deU ees-S3 minutes-02 scconds east »-28/100 feei to a 5/8" capped iron set;
south S6 de�-ees-�7 ?�inutes-�k7 secor_ds east 9�-10!100 fect to a 5/8" capped iron set;
souih c�7 de��ces-43 minut�s-44 seconds east 78-27/100 zeet io a 5/8" eapped iron set,;
south a5 de�rees-14 Iriinutes-14 seconds east I40-73/100 feet to a �/8" eapped iron set;
soufh �3 degrees-10 n�inutes-27 seconds east 138-77!? 00 faet to a 5/8" capped iron set;
south b� de�rees-U3 minutes-Ol seconds e�st 89-01/100 feet to a 5/�" capped iron set;
soY�th 54 e�e�rees-2� mir.utes-26 seconds east �6-57/100 feet to a 5/8" capped iron'set;
south 36 d�grecs-�1 minutes-13 seconds easi 26-95/I00 feet to a 5/8" capped iron set;
south 3u� n��-ec:s-37 m�nutes-06 seconds east 26-18/100 feef to a �/8° capped iron set;
south 75 de�ees-�� mirutes-19 seconds casi 30-97/lU0 ieet to a 5/8" capped iron set;
i�orth 60 deo ees-�! 5 minutes-09 seconds east 56-57/� 00 feei to a 5/8" capped iron set;
soLth b3 degrees-34 minutes-�9 seconds cast 124-78/1 GO feet to a Sl8" capped iron set;
nortl� 8S de� e;es-39 7ninUtes-3� seconds east 184-8�/100 feet fo a'S/8" capped iron set;
nortli 83 de�ees-14 mir_utes-34 seconds east 91-87/100 feet to a 5/8" capped iron se�;
north �7 degrees-OU rnirutc-s-4l seconds east 8�-60/100 feet to a 5/8" capped iron set;
rlortl� 5� de� ees-36 m nutes-31 secor_ds east 95-77/100 feet io a 5/8" capped �ron sei;
south S9 de�rees-SO zninules-l� seconds east 131-65/100 feet to a 5/8" c�:pp�d iron sei;
south _5 � degrees-09 minutes-�,7 seconds easi 1 �7-02/100 feet to a �/8" capped iron set;
south 31 de�ecs-52 ?'�?I�IL?�CS-�CJ SGCOP_CJS C,'<`.ist 63-1 I/100 Tect to a 5/8" capped iron set;
ES7ABLISHED 18&0
BROOKES B.4NcR
SURVEYORS
AprI 2�, 2004
?'a�e 5 of �
Field note:s for:- ( Y�RCT;�, 2)(conti�iL�d)
soufh ?6 degrees-�41 r�inutes-00 seconds e�st 116-40/100 feet to the place of beg.nning.
and contairing 1122-139/1000 acres . � �
T�le bws�s for.beai-?ngs is tnie t�orth.
Survey�� on t��e groLr_d .�pril 2004.
i3�ZO�fl�i:ES Ii4��+'�Z S7�1Z�'EYORS
�� ,
�,��J.�� �.v' _�' ��
" ��
��on W. Hickey
Exhibit D-1
Legal Description of Elizabeth Creek Tract
Exhibit D-1 to Sewer Infrastructure Agreement — Page 1
'1'Ki\CI' I:
13cina ;i frnct ur ��:irccl oC I:in<I si(utite�l in thc .JOSI-f Ur� K1NC SUT2VLY, A13S"I'12AC`I� NO. 712, Ucn[on Cvu�ity,
7'ex.is, bein;; �iart of IGI.>7 acrc� cUnvuyed by i�'evad:� l3rU�ver, �l wiClUw tU MillUn A. Aticinsun und wife, t-ielen C�ven
AU<inson �is rccur�lccl in Yulu�nc 734, N�i�;c 754, Dc�cl Recvrds, UcncUn CUunty, `I'cx.is zincl bciiig inUre par[icularly
ilc:scribi�d :�s Culloivs:
CO�'TML'IVCINC at thc .n'urihcaist cc�rner oi's�iid 161.J7 ,icres in Che center UI'Sla�te I�itihwuy ] 14;
"1'1-ILNCr South OU cic�;rc�s 45 minutes 4a secon�s W�st, 5U.00 1'ec:i tu .i ]/2 inch iron rod fuun�l ;ind tl�c point of
beginnin�;, s<inic bcinG in lhc Soutii right of way linc of St;�te 1-lighway (Vo. 1 1 a tind in tlic [:�ist Iine c�f an .is�>h;ill ru�i+J;
'Ct-I1?I\'Ci� Soutli UU cic};rccs 4� minutc;s =I4 sc�onds Wcst, :+ clis[:ince vi'2�b8.75 fcc( �vi�h suicl Krin�cl rua�d to u i/2 inch
iron �'od Ivund foi' rurncr;
FUItAq �1��7: l.'�iu�aiuucn� ILr'I�iUe Insw-:u�cc P��gr I
Con[inuation oP Schedule !\
GP No. 123915-ICJA
'1'1-iP;NCf: Norfh ;i> dedrecs �13 minutes 12 seci�nds V1'est, a dis[ance v(' 1)3G.�7 feet parti�lly along the North right of
way of a ryra�vel road to a 3/5 inch iron rod tound for corner;
TI-II31`tC[: North OU degrees 39 rninutes 22 seconds E��st, a distanee of 735.40 fect to a post found for corner;
TI-3ElVCl? South 79 degrecs aG minutes 20 seconds West, a distance of )41.47 fcet to :� 1/2 inch iron rod sct for corncr,
'I'Hl'sNCL I�'orth 00 debrces 25 min�rtes 42 seconds I:ast, �� a�sc��,�� orzo�i.� i re�t ro a post found for corner in the
South ribht of ����iy linc oi'St��te C-lighrvay 1`io. I 14;
'1'}-II�,NCI�: South 33 degrees 56 minutes =�5 seconds East, a distance of 2874.63 feet along said South right of rvay line to
�I)L I�UIII� O� UCbII�I)II�b and coiit.�ining G,87�,322.J3 squa�re feet or 157.847 acres of land, more or less.
SAVL ANll LXCEi''1' a O.ZU2 acre tr�c:t of land conveyed to Steve I3abcoci<, by Special Warranty �eed dated
February 22, 2U07, filed June 16, 2008, recorded under Tnstrument No. 2008-6�393, of the Rc:al Property Records of
I)enton County, Tcxas.
1�URT1-1E12:SAVG A(VT) LXCI;Y'(' a U.202 acre tract of land conveyed to t3en Burnside, by Speciat Warranty lleed
clated M��rch 1, 20U7, filed June 16, 2003, recorded under Instrumenl No. 2008-65394, vf the 12ea1 Property Records of
llenton County, "i'exas.
I�tJlt'1'IIL;R SAV1�::11Vll L'XCLI'"1�;� 0.202 acre tract ofland conveyed to Gliz�abech Cairth, by Spccial W��rranty Deed
cl.�ted March 20, ZOU7, filc� .June 16, 2008, rect�relecl under Instrunie:nt No. 2U08-G�3I�, of the Re�l Property R�curds
ol' Denton CUunty, "fexas.
t�Ul2't'I-IL:12 SAVG AN1> T?1C1?PT.i 0.2U2 <�cre tract of land convcyed to Mary 12cyes, by Special Warr:ill(Y I)CC(�
dated April 12, 2007, �i�e<i �«ne r6, 2UOS, recorded under Instrument 1`10. 200S-6S3)7, oi'thc Real Property Rccords of
Denton Cc>unty, "1'ex;�s.
I� U12'I'HT.'12 SAVT's ANI� I;\CLPT a 9.2389 acre tract of l�ind conveyed to the State of Texas, by Deed dated August 7,
200�, liled August 2U, 200), recorded under Instrument No. 2009-100977, of the Iteal Yroperty Records of Denton
County, 'i'cs.is.
E� UR"t'13ER SAVL ANll I;,l'CLPT � 0.42U �cre tract of land conveyed to Denton County, "i'exas, by Special Wa�rranty
Deecl c1��Led Scptember 2, 2Q10, tiled October 26, 2U10, recorded under Itistrument No. 20I0-107112, of the Real
I'ruperty 12ccurds oi� Dentun Cciunty, "f�xas.
IaUlt"I'lil:]Z SAVG ANll LXCC,i'"1' a 0.202 acrc tract of land convcyed to lssac Lemme, by Special Warranty Deed
dated M.�y 25, 20] l, IiJed August �, 2011, recorded under Instrument No. 2U1 I-73U5=3, of thc: Reai Property Records
of Dcnton County, "I'c�as.
T12AC"I' 2:
t3LINC a h•a�ct of It�ncl situiited in the JOSI-iUA KING SURVEY, AC3STRACI' NO. 712, Denlon County, "I'exas, and
bcinb a part of �� tr�ict ol' land conveycd to Sharon Ann McCulloch-Wells, �ts recorded in Volume 4009, P��ge 240 of the
Dced Itccvrds of t)en[on Counly, "l�exas and being morc particul�irly described as Collotvs:
COMMENCINC ait tlic Roc-tlieiisl corner of:� u-act of lan<1 conveyed tu Milron A. AU:inson by deed r�curdcel iii
Vc�iunic 7;i=1, Yayc 7�4 uf tiic llcccl Itrcords, 1)cnton County, "1'cxfls i�nd bcing in thc rcntcr UI�SC<itc High�vay 1]4,
'I'hencc Suuth UU dc�hrccs 4� minutes 4=1 seconds West, � cJistance Uf 2,G38.?5 fect. "I'hence North 89 degrees 43 rninutes
12 seconcls 1•�cst, :i elist:ince o( ],93G.�7 Ceet to an 3/8 inch iron rod found for corner, said point being the Northerly
Suullic:isl �urncr ui��.�iti McCulioch-Wclls tract;
I�UK!l•I �I -7: Cunin�it�ucn� fur'I itic Insu�':inrc . ����'� �
Continuation oCSchedule /�
GI� No. I23)IS-1CJA
"1'I-II;NCL Nortii 3) debrecs 1 I rr�inutes 3) seco�ids West, :�long tlte 1`tortherly South line of said McCulloch tracl, �
distauice ol' 922.83 fect to an 1/2 iron rod set for corner;
'I'11 t.NCI: North OU degrecs 25 minutes 42 scconds Edst, � distance of 557.91 teet to an l/2 inch iron rod found for
cornc�;
'1'HLNCE North 79 degrees 5G niinutes 20 seeonds L'ast, �j distance of'�41.47 feet to a fence post for corner;
"1'HT;NCI: South 00 dcbrees 39 minutes 22 seconds West, a distance of 735.40 feet to the POII�''r OF (3CGCNNTNG and
containinh 13.7152 acres or 597,563.3936 square feet of'land.
NOTG: Thc Company is prohibited from insuring the area or quantity of the land described herein. Any statement
in thc above legal description of the area or quantity of land is not a representation fh�t such area or quantiiy is
correct, bul is made only fvr infonn�tion �nd/or identification purposes and dves not override Item 2 of Schedule I3
hcrcof.
I���)I:i�•1 l�-%: l.vn�iuitnicnt I�ur I�illc I���ur:incc I';thc -�
Exhibit D-2
Legal Description of CTMGT Tract
Exhibit D-2 to Sewer Infrastructure Agreement — Page 1
DON W. HICKEY, RPLS, LSLS
ALAN W. HICKEY, RPLS
GAREY W. GILLEY, RPLS, LSLS
CONSULTANT
.JdI1L12T'y 1 O, � � I Z
Paae ] of 7
Field notes for:
ESTABLISHED 1880
BROOKES BAKER SURVEYORS
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 JOSI-IUA ICING SUIZVEY, Abstract No. 712, the THOMAS YEOPLES SURVEY,
Abstract No. 677 and the WILLIAM WALLf1C� SURVEY, Abstract No. 1434 situated in Vi�'ise
and Denton Counties, Texas; embracing a portion of the 1302-325/1000 acres tract described in
the deed to Alpha Ranch; Ltd. recorded in volume 4645, page 306 of the Real Rccords of llenton
County, Texas and a portion of the 15 acres traet described in �he deed to Alpha Ranch, Ltd.
recorded in volume 982, page 770 of the Official Records �f Wise County, Texas and described
by metes and bounds as follows:
The basis for bearin�s is the "1'exas Coordinate System North Central Zone NAD 83 ( 1993 ). The
lengths shown hereon are horizontal ground lengths. Ta convert horiz�ntal ground Iengths to grid
lengths inultipiy by 0.99.9834271. All 5/�" capped irons set called for in this description are
marlced ( BROOKES BAK�R SIJRV�YORS ).
Con-imencin� at a',/�" iron found for the nortlieast corner of sai,d 1302-325/1000 acres tract and
for the northeast coz7zer of the 7-4671/10000 acres tract described in the deed to the State of
'I'exas recorded in Doculnent 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 100�-27/IUO.
feet to a �/8" capped iron set for the most easi:erly northeast and beginninb corner of the tract
being described.
"I'hence south 00 dcgrecs-00 mimrtes-47 seconds west, continuing along the east line of said
1302-32511000 acres tract, 1061-�3 /100 Ieet to a Si8" capped iron recovered on the bank of a
creek.
Thence northwesterly, along the baulc of said creek, the following:
nor[h 77 degrees-17 minutes-OS seconds west 116-40 /100 feet to a 518" capped iron
reco vered;
north 32 degrees-28 minutes-35 seconds wcst 6�-1 i/i00 feet to a 5/8" capped iron
recovered;
north 58 degrees-4� minutes-52 seconds west 157-02 .`I QO feet to a 5/8" capped iron
recovcred;
south 89 d�grees-33 minutes-37 secoilds west 13l -65 /100 feet to a 5!8" capped iroti
rec�verf:cl.
south 57 degrees-15 minutes-1? seconds west 181-36 /l0U feet to a 5/8" capped iron
recovered;
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
1'age 2 of 7
rield notes for:
south 82 de�•ees-38 minutes-29 seconds west 91-87 /100 feet to a 5/8" capped iron
recovered;
south 88 degrees-03 rninutes-29 seconds west 184-85 /1 �0 feet to a 5/8" capped iron
recovered;
north 84 degrees-11 minutes-04 seconds west 124-78 1100 feet to a 5/8" capped iron
recovered;
south 60 degrees-09 minutes-04 seconds west 56-�7 /100 feet to a 5/8" capped iron
recovered;
north 76 dearees-34 minutes-24 seconds west 30-97 /100 feet to a 5/8" capped iron
recovered;
north 3� debrees-19 minutes-29 seconds west �3-12 /100 feet to a 5/8" capped iron
reeovered;
north 55 degrees-04 minutes-31 seconds west 56-57 /100 feet to a 5/8" capped iron
recovered;
north 65 degrees-39 minutes-07 seconds west 89-01 /100 feet to a 5/8" capped iron
recovered;
north 83 de�rees-46 minutes-32 seconds west 138-77 /1 UO feet to a 5/8" capped iron
recovered;
north 85 degrees-50 minutes-20 seconds west 140-73 /100 feet to a 5/8" capped iron
recovered;
north 68 degrees-19 minutes-49 seconds west 78-27 /100 feet to a 5/8" capped iron
recovered;
norih 87 debrees-33 ininutes-52 seconds west 93-10 /I 00 feet to a 5/8° capped iron
recovered;
north 87 degrees-29 minutes-07 seconds west 55-28 I100 feet to a 5/8" capped iron
recovered;
sotith 72 degrees-16 minutes-16 seconds west 123-53 /100 feet to a 5/8" capped iron
recovered;
south 12 degrees-39 minutes-52 seconds west 154-72 /100 ieet to a 5/8" capped iron
recovered;
south 62 degrees-03 minutes-00 seconds west I 18-29 /100 feet to a 5/8" capped iron
recovered;
soutll 62 degrees-03 minutes-15 seconds west 153-28 I100 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;
�
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
Page 3 of 7
�
Pield notes for:
north 14 degrees-�7 minutes-46 seconds west 52-42 /100 feet to a 5/8" capped iron
recovered;
north 24 degrees-0� minutes-46 seconds west 66-08 /100 feet to a 5/8" capped iron
recovered;
north 49 debrees-38 minutes-53 seconds west 78-58 /100 feet to a 5/8" capped iron
recovered;
north 53 degrees-25 ininutes-50 seconds west 236-42 /100 feet to a 5/8" capped iron
recovered; �
north 44 de�ees-59 minutes-34 seconds west 1 U2-51 /100 feet to a 5/8" capped iron
recovered;
south 88 degrees-00 minutes-28 seconds west 61-�9 /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 minutes-28 seconds west 60-18 /100 feet to a 5/8" capped iron
recovered;
north 61 degrees-37 minutes-46 seconds west 53-74 /100 fcet to a 5/8" capped iron
recovere:d;
north 54 debrees-l6 minutes-34 5econds west 51-78 /100 feet to a 5/8" capped iron
recovered;
north 36 degrees-04 minutes-54 seconds west 124-34 /100 feet to a 5/8" capped iron
recovered;
north 82 degrees-54 ininutes-SC seconds west 48-55 /1 QO feet to a 5/8" capped iron
recovered;
south 64 degrees-28 minutes-40 seconds west 195-13 /100 leet to a 5/8" capped iron
recovered;
south 44 degrees-56 minutes-38 seconds west 91-27 /I00 feet to a 5/8" capped iron
recovered;
south 14 degrees-46 minutes-38 seconds east 125-65 /100 feet to a 5/8" capped iron
recovered;
south 18 degrees-16 �ninutes-01 seconds west 128-15 /100 feet to a 5/8" capped iron
recovered;
south � 1 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 307-20 /100 feet to a S/�i" capped iron
recovered;
7anUary 10, 2012
Page 4 of 7
Field notes for:
ESTABLISHED 7880
BROOKES BAKER
SURVEYORS
north 61 degrees-41 ininutes-31 seconds west 191-39 /100 feet to a 5/8" capped iron
recovered;
north 36 degrees-23 minutes-52 seconds west 126-18 /l00 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 de�rees-Ol minutes-48 seconds east 71-64 /100 feet to a 5/8" capped iron
recovered;
north 13 degrees-47 minutes-56 seconds east 84-67 /100 feet to a 5/8" capped iron
recovered;
north 16 degrees-31 minutes-35 seconds west 119-46 /100 feet to a 5/8" capped iron
recovered;
north 34 degrees-56 minutes-42 seconds west 168-71 /100 feet to a 5/8" capped iron
recovered;
north 56 degrees-21 minutes-14 seconds west 171-46 /100 feet to a S/8" capped iron
recovered;
north 62 degrees-13 minutes-54 seconds west 182-24 /100 feet to a 5/8" capped iron
recovered;
north 51 degrees-40 minutes-08 seconds west 80-81 /100 feet to a 5/8" capped iron
reeovered;
north 64 degrees-25 xninutes-53 seconds west 138-15 /100 feet to a 5/8" capped iron
rccovered;
north 88 de�-ees-�7 ininutes-53 seconds west 106-08 /100 feet to a 5/8" capped iron
recovered;
north 19 degrees-50 minutes-00 seconds west 86-11 /100 feet to a 5/8" capped iron
recovered;
north 22 de�rees-47 minutes-37 seconds west 114-17 /100 feet to a 518" capped iron
recovered;
north 66 degrees-�9 minutes-27 seconds west 57-2� /100 feet to a 5/8" capped iron
recovered;
south 77 degrees-45 minutes-30 seconds west 86-66 /100 feet to a 5/8" capped iron
recovered;
south 27 degrees-20 minutes-31 seconds west 104-93 /100 feet to a 5/8" capped iron
recovered;
south 53 degrees-31 minutes-04 seconds west 125-16 /100 feet to a 5/8" capped iron
recovered;
south 42 cleDrees-37 minutes-56 seconds wesi 53-92 /100 feet to a 5/8" capped iron
recovered;
ESTABLISHED 1880
BFOOKES BAKER
SURVEYORS
Janulry 10, 2012
1'age 5 of 7
Field notes for: ( continucd )
south 74 degrees-36 minutes-16 seconds west 79-11 /1Q0 feet to a 5/b" capped iron
recovered;
north �5 degrees-06 minutes-36 seconds west 146-87 /100 feet to a 5/8" capped iron
recovered;
north 81 degrees-25 minutes-58 seconds west 62-39 /100 feet to a 5/8" capped iron
recovered;
north 49 degrees-43 minutes-28 seconds west 74-13 /100 feet to a 5/8" capped iron
recovered;
north 03 degrees-l7 minutes-20 seconds west 94-66 /100 feet to a 5/8" capped iron
recovered;
north 29 degrees-14 minutes-43 seconds west 105-31 /] 00 feet to a 5/8" capped iron
recovered;
north 47 degz•ees-59 minutes-0� seconds west 57-81 /100 feet to a 5/8" capped iron
recovered;
north 66 degrees-00 ininutes-35 seconds west 68-47 /100 feet to a 5/8" capped iron
recovered; ,
north 13 degrees-38 ininutes-37 seconds west 80-48 /100 feet to a 5/8" capped iron
recovered;
north 54 degrees-08 ininutes-1 l seconds east 95-61 /100 feet to a 5/8° capped iron
recovered;
north 21 degrees-18 minutes-20 seconds east 83-70 /100 feet to a 5/8" capped iron
recovered in a north line of said 1302-325l1000 acres tract and the south line of said 15
acres tract.
Thence north 89 degrees-55 minutes-17 seconds west, along a north line of said 1302-325/1000
acres tract and the south line of said 15 acres tract, 639-88 /100 feet to a S/8" capped iron
recovered for the southwest corner of said 15 acres tract.
Thence north 00 degrees-31 minutes-2� seconds east, along the west line of said 15 acres tract,
425-22 /] 00 feet to a 5/S" capped iron recovered for thc southwest corner of the 3-662/1000 acres
tract tlescribed in the deed to the State of Texas recorded in volume 762, page 593 of the said
Real Records of Wise County, Texas.
�
ESTABLISHED 1880
BFi00KES BAKER
SURVEYORS
January 10, 2012
Page 6 of 7
Field notes for: ( continued }
Tl�ence northeasterly, along the south line of said 3-662/1000 acres tract, the following:
north 89 degrees-'�8 mirnites-08 seconds east 427-53 /100 feet to a 5/8" capped iron
recovered;
north 63 degrees-14 minutes-14 seconds east 111-78 /100 feet to a 5/8" capped iron
recovered;
north 89 degrees-48 mimrtes-48 seconds easf 520-15 I100 feet to a 5/8" iron found for the
northwest corner of the 30 feet by 60 feet save a.nd except tract described in the deed to
Roy L. Ryan recorded in Document No, WD 278795 of the said Real Records Wise
County, Texas.
Thence south 00 degrees-10 ininutes-11 seconds west, along the west line of said save and e;ccept
tract, 59-97 /100 feet to a 5/8" iron found.
Theuce north 89 degrees-44 minutes-09 seconds east, along the south line of said save and except
tract, 30-00 /100 feet to a 5/8" iron found in the east line of said 15 acres tract.
'1'hence south 00 degrees-12 minutes-58 seconds west, along the easf line of said 15 acres traei,
420-36 /100 feet to a 5/8" capped iron recovered for the southeast corner of said 15 acres tract in
a north line of said 1302-325/1000 acres tract.
Thence soirth 89 degrces-55 minutes-18 seconds east, along a north line of said 1302-325/1000
acres tract, 2661-82 /100 feet to.a 5/8° eapped iron recovered for a re-entrant corner of said 1302-
325/1000 acres tract.
Thence north 00 debrees-45 minutes-34 seconds east, along a west line of said 1302-325/1000
acres lract, 301-75 /100 feet to a 5/8" capped iron set for the southwest corner of the said 7-
4671/10000 acres tract at the beginning of a curve to the left having a radius of 5849-58/100 feet.
Thence southeasterly, along the south line of said 7-4671/10000 acres tract, the following:
along said curve to the left an arc length of 767-69/100 feet to a 5/8" aluminum capped
iron found at its end. The long chord of said 767-69/100 feet arc is south 85 degrees-42
minutes-53 seconds east 767-14/100 feet;
south 89 degrees-2� minutes-27 seconds east 1000-10/100 feet to a 5/S" capped iron set.
I�hence sotrth 00 degrees-00 minutes-47 seconds west 865-60 /100 feet to a�/8" capped iron set.
ESTABLISHED 1880
BROOKES BAKER
SURVEYORS
January 10, 2012
I'abe 7 of 7
I'ield notes for: ( coi�tinued )
"I'hcnce south 89 degrees-2S minutes-1) seconds east 650-00 /100 feet to the place of beginning
and containing 171-089/1000 acres of which 90-600/1000 acres lies within said Joshua King
Survey, 69-251/1000 acres lies within said Thomas Peoples Survey and 11-238/1000 acres lies
witl�in said William Wilson Survey of said 171-089/1000 acres 143-005/1000 acres lies �vithin
said Denion County and 28-084/1000 acres lies within said Wise County.
Surveyed on the ground llecember, 201 l.
BROOKES I3AKER SURVEYORS
�� ��
Don W. Hickey �
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DON W. hiii
..............._... _._
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Exhibit D-3
Legal Description of Ryan Trust Tract
Part of the JOSHUA KING SURVEY, Abstract No. 712 situated in Denton County, Texas;
embracing a portion of the 1302-325/1000 acres tract described in the deed to Alpha Ranch, Ltd.
recorded in volume 4645, page 306 of the Real Records of Denton County, Texas and described
by metes and bounds as follows:
The basis for bearings is the Texas Coordinate System North Central Zone NAD 83 (1993). The
lengths shown hereon are horizontal ground lengths. To convert horizontal ground lengths to
grid lengths multiply by 0.999834271. All 5/8' capped irons set called for in this description are
marked (BROOKES BAKER SURVEYORS).
Commencing at a 1/2" iron found for the northeast corner of said 1302-325/1000 acres tract and
for the northeast corner of the 7-4671/10000 acres tract described in the deed to the State of
Texas recorded in Document No. 2009-94264 of the said Real Records and run, along the east
line of said 1302-325/1000 acres tract south 00 degrees-00 minutes-47 seconds west 139-64/100
feet to a 5/8" capped iron set for the northeast and beginning corner of the tract being described.
Thence south 00 degrees-00 minutes-47 seconds west, continuing along the east line of said
1302-325/1000 acres tract, 1865-63 /100 feet to a 5/8" capped iron set.
Thence north 89 degrees-28 minutes-19 seconds west 650-00/100 feet to a 5/8" capped iron set.
Thence north 00 degrees-00 minutes-47 seconds east 865-60/100 feet to a 5/8" capped iron set in
the south line of said 7-4671/10000 acres tract.
�Thence south 89 degrees-28 minutes-27 seconds east, along the south line of said 7-4671/10000
acres tract, 650-00/100 feet to the place of beginning and containing 12-916/1000 acres.
Exhibit D-3 to Sewer Infrastructure Agreement — Page 1
Exhibit E
Off-Site Sewer Main
Exhibit E to Sewer Infrastructure Agreement — Page 1
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ALPHA RANCH SANITARY SEWER STUDY
FORT WORTH, TEXAS
�XHIBIT E
SEW�R INFRASTRUCTURE AGREEMENT
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Exhibit E-1
Sanitary Sewer Loading
Exhibit E-1 to Sewer Infrastructure Agreement — Page 1
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Exhibit F
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and
entered into as of the day of , , between
, a ("Assignor"), and
, a ("Assignee")
(Assignor and Assignee are hereinafter sometimes collectively referred to as the "Parties" and
singularly as a "Party").
RECITALS:
A. Assignor is the owner of the rights of the Owner under that certain Sewer
Infrastructure Agreement (City Secretary Contract No.���i'�� (the "A�reement") effective as
of =� 11 I j , among Brookfield Acquisitions, L.P., a Texas limited
partnership; South Denton County Water Control and Improvement District No. 1; CTMGT
Alpha Ranch, LLC, a Texas limited liability company; CTMGT AR II, LLC, a Texas limited
liability company; Alpha Ranch Fresh Water Supply District of Denton and Wise Counties; and
the City of Fort Worth, Texas relating to the construction of Sewer Infrastructure, as described
therein.
B. Assignor desires to assign certain of its rights and obligations under the
Agreement to Assignee, and Assignee desires to acquire such rights and obligations, on and
subject to the terms and conditions of this Assignment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties hereby agree and act as follows:
1. Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in
this Assignment shall have the same respective meanings as are ascribed to them in the
Agreement.
2. Assignment. Subject to all of the terms and conditions of this Assignment,
Assignor hereby assigns to Assignee all [or describe specifically assigned rights if partial] of
its rights and obligations under the Agreement.
3. Assumption. Assignee hereby assumes the rights and obligations of Assignor
described in Section 2 and any liability that may result from acts or omissions by Assignee under
the Agreement that may arise or accrue from and after the effective date of this Assignment, and
Assignor is hereby released from all such obligations and liabilities from and after the effective
date of this Assignment; provided, however this Assignment does not release Assignor from any
liability that resulted from an act or omission by Assignor that occurred prior to the effective date
of this Assignment unless the City approves the release in writing.
Exhibit F to Sewer Infrastructure Agreement — Page 1
4. Governin� Law. THIS ASSIGNMENT MUST BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO CONTRACTS
PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW
RULES OR PRINCIPLES TO THE CONTRARY.
5. Counterpart/Facsimile Execution. This Assigntnent has been prepared in
multiple counterparts, each of which shall constitute an original hereof, and the execution of any
one of such counterparts by any signatory shall have the same force and effect and shall be
binding upon such signatory to the same extent as if the same counterpart were executed by all of
the signatories. Facsimile copies of signatures may be appended hereto with the same force and
effect as legally delivered original signatures.
6. Notice to City. A copy of this Assignment shall be provided to the City within
fifteen (15) days after execution.
7. Bindin� Effect. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignees and their respective heirs, personal representatives,
successors, and assigns.
EXECUTED as of the day and year first above written.
ASSIGNOR:
f 1
By:
Printed Name:
Title:
ASSIGNEE:
By:
Printed Name:
Title:
Exhibit F to Sewer Infrastructure Agreement — Page 2
Exhibit G
Map of Shale Creek Property
Exhibit G to Sewer Infrastructure Agreement — Page 1
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Exhibit G-1
Legal Description of Shale Creek Property
Exhibit G-1 to Sewer Infrastructure Agreement — Page 1
LEGAL DESCRIPTION
BEING A 158.396 (CALLED 158.43 ACRES) ACRE TRACT OF IAND SITUATEO IN THE SMITH COUNTY
SCNOOL LAND SURVEY, ABSTRACT NO. 1173, DENTON COUNTY, TEXAS, AND IN THE SMITH COUNTY
SCHOOL IAND SURVEY NO. 743, WISE COUNTY, TEXAS, AS DESCRIBED IN DEED TO SHALE 114, L.P., BY
DEED RECORDED IN COUNTY CLERK'S FlLE NO. 2004-90440, REAL PROPERTY RECORDS, DENTON
COUN7Y, TEXAS, WITH THE BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE COORDINATES,
NORTH CENTRAL ZONE, NA083 (CORS96, EPOCH DATE 2002), DETERMINED BY GPS OBSERVATIONS
BETWEEN JULIAN DAY 253, 2004 AND JULIAN DAY 259, 2404, CALCULATED FROM DALLAS CORS ARP
(PID-DF8984) AND �ENTON CORS ARP (PID-DF8986}, AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNiNG AT A 60D NAIL FOUND FOR THE NORTHEAST CORNER OF SA1D 158.396 ACRE TRACf, AND
THE COMMON SOUTHEAST CORNER OF A CALIE� 284.67 ACRE TRACT OF LAND DESCRIBED IN DEED TO
J.L. IOGAN FAMILY LIMITED PARTNERSHIP, BY DEED RECORDED IN COUNTY CLERK'S FIIE NO. 2004-
66130, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND THE COMMON SOUTHWEST CORNER
OF A CALLED 107 ACRE TRACT OF LAND DESCRIBED IN DEED TO THE HARRY AND JHERRIE LOGAN FAMILY
IIMITED PARTNERSHIP, BY DEED RECORDED IN COUNII' CLERK'S FIIE N0. 2009-68535, REAL PROPERTY
RECORDS, DENTON COUNTY, TEXAS, AND THE COMMON NORTHWEST CORNER OF A CALLED 107 ACRE
TRACT OF LAND CONVEYED TO JOANNE M. YOUNG, BY DEED RECORDED IN VOLUME 515, PAGE 94,
DEED RECORDS, DENTON COUNTY, TEXAS. SAID POINT ALSO BEING IN THE APPROXIMATE CENTERLINE
OF SOUTH COUNTY LINE ROAD, A PRESCRIPTNE RIGHT-OF=WAY BY USE AND OCCUPATION;
THENCE SOU7H 00 DEGREES OS MINUTES 03 SECONOS WEST, ALONG THE COMMON EAST UNE OF SAID
158.396 ACRE TRACT AND THE APPROXIMATE CENTERLINE OF SAID SOUTH COUNTY UNf ROAD, A
DISTANCE OF 3910.05 FEET TO A 5/8" IRON RO� WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET
FOR CORNER IN THE EAST LINE OF SAiD 158.396 AND IN THE COMMON WEST LINE OF A CALIED 26.779
ACRE TRACT OF LAND DESCRIBED IN DEED TO PEGGY MCCURDY, VOLUME 1193, PAGE 586, DEED
RECOROS DENTON COUNIY, TEXAS;
THENCE DEPARTING SAID COMMON LINE ALONG THE SOUTH UNE OF SAID 158.396 ACRE TRACTAND
THE COMMON NORTH IINE OF SHALE CREEK, A 78.605 FINAI PLATAS RECORDED IN CABINET B, SLIDE
336, PLAT RECORDS OF WISE COUNTY, TEXAS, AND IN CABINET V, PAGE 374, PLAT RECORDS OF DENTON
COUNTY, TEXAS, THE FOLLOWING COURSES AND DISTANCES:
NORTH 89 DEGREES 54 MINUTES 57 SECONDS WEST, A DISTANCE OF 40.00 FEETTO 5/8" IRON
ROD WITH A PLASTIC CAP STAMPED "CARTER BURGESS" FOUND FOR CORNER;
NORTH 42 DEGREES 16 MINUTES 04 SECONDS WEST, A DISTANCE OF 1002.94 FEET TO A 1/2"
IRON ROD FOUNO WITH CAP FOR CORNER;
I:1SLD\WFXL180U•,WFXLISU01600 DISCIPLINE�6i3 s„rvCy�.6i3.7 t,�:�d� Descriptions\WFXL1800 158.396ACRE.docx
Pagc 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 FEET TO A 1/Z"
IRON ROD FOUND WITH CAP FOR CORNER;
NORTH 4?. DEGREES 15 MINUTES 22 SECONDS WEST, A DISTANCE OF 760.73 FEETTO A�S/8"
IRON ROO WITN A YELIOW PLASTIC CAP STAMPED "JACO65" SET FOR CORNER;
NORTH 47 DEGREES 14 MINUTES 36 SECONDS WEST, A DISTANCE OF 1180.74 FEETTO A 5/8"
IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER, AND THE
BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 03
OEGREES 49 MINUTES 11 SECONDS, A RADIUS OF 275.00 FEET, AND A CHORD THAT BEARS
NORTH 45 DEGREES 49 MINUTES 19 SECONDS EASTA DISTANCE OF 18.33 FEET;
ALONG SAID NON-TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 18.33 FEETTO A S/8"
IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "1ACOBS" 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 PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 42 DEGREES 16 MINUTES 06 SECONDS WEST, A DISTANCE OF 160.00 FEETTO A 5/8"
IRON ROD WITH A YELLOW PIASTIC CAP STAMPED "JACOBS" SEf FOR CORNER;
SOUTH 47 DEGREES 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 SAlO 158.396
ACRE TRACI" AND THE COMMON NORTHWEST CORNER C1F SAID SHAIE CREEK AND BEING IN
THE EAST LINE OF A CALLED 16.5 ACRE TRACT DESCRIBED IN DEED TO DANIEL AND BAR6ARA
NANCE, AS RECORDED IN VOIUME 324, PAGE 209, DEED RECORDS, WISE COUNTY, TEXAS;
THENCE NORTH 00 DEGREES 02 MINUTES 26 SECONDS EAST AIONG SAID EAST UNE, AND ALONG w/ITH
THE EAST �INE OF A CALIED 20.02 ACRE TRACT OF LANO DESCRIBED IN DEED TO DANIEL AND BARBARA
NANCE IN VOLUME 202, PAGE 625, DEED RECORDS, WISE COUNTY, TEXAS, A DISTANCE OF 1599,42 TO A
FOUND 3" POST, BEING THE NORTHWEST CORNER OF SAID 158.396 ACRE TRACT AND THE COMMON
NORTHEAST CORNER OF SAID NANCE TRACT AND BEING IN THE SOUTH LINE OF A CALLED 284.67 ACRE
�1"RACT OF LAND AS DESCRIBED IN DEEED TO J.L. LOGAN FAMILY LIMITED PARTNERSHIP, AS RECORDED
IN INSTRUMENT NO. 2004-66130, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS;
THENCE AIONG THE NORTH LINE �F SAID 158396 ACRE TRACT AND THE COMMON SOUTH IiNE OF
SA10 Z84.67 ACRE TRACT NORTH 89 DEGREES 37 MINUTES 10 SECONDS EAST, A DISTANCE OF 2631.54
FEET TO THE POINT OF BEGINNiNG, ANO CONTAINING A CAICULATED AREA OF 158.396 ACRES.
�:�s�.o•�wFxL�soo':wFxL�soo��oo D�sc[P�rrr�6�s s��-y�5i3.� �a� Descriptions\WFXL1800 158.396ACRE.docx
Pagc 2 of 3
EXI-llBIT YREPfIRED OF EQUAL DATE HEREWTTH ACCOMPANIES THIS PROPERTY
DESCRTP' ION.
/ ,/� „iJ i /% ,9 .
Elliott Pat Busby,�.'P.L.S.
Regisiered Professional Land Surveyor
Texas Registration No. 5561
Jacobs Engineering Group, Inc.
1999 Bryan Street, Suite 1200
Dallas, Texas 75201-3136
Phone 214-638-0145 Fax 214-638-0447
August 11, 2014
.�E 0 F T �
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ELL.IOTT PAT BUSBY
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(.'�SLD�,.wFxi.isoo�,wFxL�soo�,600 DISCIPLINE�,513 s,�,�ey��t3.� t�ai Descriptions\WFXL1800 158.396ACRE.docx
Page 3 of 3
Exhibit H
Paving Repair Standards
44261.16
Exhibit H to Sewer Infrastructure Agreement — Page 1
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M&C Review
CITY COUNCIL AGENDA
Page 1 of 3
Official site of the City oF Fort Worth, Texas
F''OItT �'f�R1'I)
COUNCIL ACTION: Approved on 12/13/2016 - Resolution No. 4725-12-2016 & 4726-12-2016
DATE:
CODE:
REFERENCE 12BROOKFIELD, ALPHA
12/13/2016 N� : L-15980 LOG NAME: RANCH, SHALE CREEK
AGREEMENTS
NON- PUBLIC
TYPE: CONSENT HEARING: NO
SUBJECT: Adoption of Resolutions Consenting to the Expansion of the Alpha Ranch Fresh Water
Supply District and Authorize the Execution of Various Agreements and Amended
Agreements Relating to Development, Construction, Water and Wastewater Service,
Wholesale and Utility Transfer for South Denton County Water Control Improvement
District No.1, Alpha Ranch Fresh Water Supply District of Denton and Wise County and
North Fort Worth Water Control Improvement District No. 1(ETJ/DENTON COUNTY and
COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council adopt the attached resolutions consenting to the addition of
approximately 183 acres into the Alpha Ranch Fresh Water Supply District and authorize the City Manager
or a designee to execute the following Agreements and to take any actions to carry out such Agreements:
1. Wholesale Water Agreement between Aqua Texas and Fort Worth
2. Water and Wastewater Utility Services Transfer Agreement
3. Agreement Concerning Water and Sewer Service to Shale Creek Development
4. Agreement Terminating Brookfield Water and Wastewater Utility Service Agreement and
Buy-Out Option Agreement
5. Agreement Terminating Brookfield Wholesale Water and Wastewater Agreements
6. Agreement Concerning Sewer Service to Alpha Ranch and Brookfield Developments
7. Water Infrastructure Agreement
8. Sewer Infrastructure Agreement
9. Brookfield Development (South Denton County Water Control Improvement District No.
1) Agreement
10. Alpha Ranch Development Agreement
11. Shale Creek Development Agreement
12. South Denton County (Brookfield Development) Creation and Operation Agreement
13. Alpha Ranch Creation and Operation Agreement
14. Agreement for Construction of Sendera Ranch Blvd
DISCUSSION:
Entities affiliated with Centurion American Development Group (Developer) own approximately 2,000 acres of
land in the City's Extraterritorial Jurisdiction in proximity to State Highway 114, as shown on the attached map
(the Property). The Property is undeveloped and is located within the Alpha Ranch Fresh Water Control and
Improvement District, consisting of the Elizabeth Creek and Alpha Ranch developments (collectively, the
Alpha Ranch development), the South Denton County Water Control and Improvement District No. 1(the
Brookfield development), and the North Fort Worth Water Control and Improvement District No. 1 of Denton
and Wise Counties (the Shale Creek development) (the Districts), which districts were created with the City's
consent. The Developer agreed to develop the Property with a mixture of residential, commercial and
recreational uses in accordance with City standards. The Districts were created and approved by the City
Council as follows: Alpha Ranch, consisting of approximately 1,294 acres on February 15, 2007; Brookfield,
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=22358&councildate=l2/13/2016 2/28/2017
M&C Review
Page 2 of 3
consisting of approximately 231 acres on April 19, 2007; and Shale Creek, consisting of approximately 251
acres on August 21, 2006. On January 25, 2011, the City Council approved operation, development and
utility Agreements for the Brookfield District. (M&C C-24720, CSC Nos. 42127, 42128 and 42120
respectively.)
When the Development and Utility Agreements were approved, the Property was located in an area for
which Certificate of Convenience and Necessity (CCN) had been issued by TCEQ to Aqua Texas to provide
retail water. The Agreements contemplated that Aqua Texas would provide retail water and sewer service
to the Property for a term of 17 years, after which the City had an option to become the retail water and
sewer provider and to purchase, for a nominal amount, water and wastewater infrastructure to serve the
Property. Aqua Texas, the City, the Districts desire to enter into an Agreement providing, among other
terms, for Aqua Texas to transfer to the City all of its rights and obligations in connection with retail water
service to the Property under their CCN and to transfer to the Districts all of its rights and obligations in
connection with retail sewer service to the Property superseding the original utility agreement and ancillary
agreements concerning water and sewer service to the Property.
On September 23, 2014, the City Council adopted Resolution No. 4361-09-2014 which authorized the city
staff to negotiate Agreements with the Developer, Aqua Texas and the Districts for: 1) the transfer the CCN
to the City from Aqua Texas; 2) to negotiate for the provision of water and sewer service to the Property to
include a Wholesale Water Agreement to serve part of the Shale Creek Development with no infrastructure
or meter cost to the City; 3) to negotiate for the construction of water and sewer infrastructure to include a
water line to connect Sendera Ranch pump station to existing City infrastructure and a wastewater
treatment plant; 4) negotiate for the construction of a sewer line connecting to the City's system, and at the
City's discretion, discontinuance of by the Districts of the wastewater treatment plant upon the City
becoming the retail sewer service provider to the property; 5) to negotiate for the construction, consistent
with the City's Master Thoroughfare Plan, of a four-lane extension of Sendera Ranch Boulevard from its
existing terminus to SH 114 outside the City limits, at no cost to the City, and to be reimbursed less any
proportional share required for the portion of the extension located within the City limits with roadway
impact fees or fee credits in accordance with the City's transportation impact fee policy; and construction of
a portion of Sendera Ranch Boulevard outside of the City limits, at no cost to the City and to be reimbursed
less any proportional share required for the portion of the extension; and 6) to amend the Development
Agreement for Brookfield and enter into Development Agreements for the Alpha Ranch District and Shale
Creek to reflect the new arrangements for providing water and sewer service to the Property and to address
other outstanding issues. This M&C does not request approval of a contract with a business entity.
Aqua Texas has agreed to transfer to the City Aqua Texas' CCN and contract rights and obligations
governing retail water utility service to Brookfield, Alpha Ranch and Shale Creek and to include land
immediately adjacent to Alpha Ranch provided that the land is annexed by the Alpha Ranch District. Alpha
Ranch District has submitted two petitions to annex the area for Council's approval. Staff recommends
approving the attached resolutions to allow Alpha Ranch to annex the area which will transfer the CCN from
Aqua Texas to the City.
The parties have the authority to enter into this Agreement pursuant to Section 212.172 of the Local
Government Code.
The property is located in the City's extraterritorial jurisdiction adjacent to CITY COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this agreement will have no immediate material effect on City
funds. Any effect on expenditures and revenues will be budgeted in future fiscal years.
Fund Department
ID
�M
Fund Department
ID
Account Pro�ect
ID
Account Project
ID
Program � Activity
Program � Activity
Budget Reference # Amount
Year (Chartfield 2)
Budget Reference # Amount
Year (Chartfield 2)
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=22358&councildate=l2/13/2016 2l28/2017
M&C Review
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Jesus (Jay) Chapa (5804)
Sarah J. Fullenwider (7606)
Melinda Ramos (7631)
Alpha Ranch Resolution Consent to Annex 12.doc
Alpha Ranch Resolution Consent to Annex 171.doc
Aqua Texas 1295.pdf
Exhibit for 12 acres resolution.pdf
Exhibit for 171 acres resolution.pdf
Forms (� 1295.pdf
Rvan DXnasty Trust 1295.pdf
Water district alpha Ranch shale creek brookfield Map.pdf
Page 3 of 3
http://apps.cfwnet.org/council�acket/mc review.asp?ID=22358&councildate=l2/13/2016 2/28/2017