HomeMy WebLinkAboutContract 32898 CITY SECRETARY
CONTRACT NO
TRADITION PROJECT SPECIAL REGULATIONS AGREEMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This Tradition Project Special Regulations Agreement (this "Agreement") is entered into
by the City of Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton
and Wise Counties, Texas (the "City"), acting by and through its duly authorized Assistant City
Manager, and Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties,
LLLP, Arizona limited liability limited partnerships (individually and collectively, "Owner").
This Agreement is executed to be effective the day of 2005 (the "Effective
Date").
RECITALS
A. Owner represents to the City that Owner is the owner of approximately 2,663
acres in Denton County, Texas, as shown on Exhibit A and more completely described in
Exhibit B attached to this Agreement (the "Project"). The Project lies entirely within the City's
extraterritorial jurisdiction ("BTJ"). The Project is intended to be a master-planned community
to be known as "Tradition."
B. A portion of the Project consisting of approximately 431.303 acres ("Phase 1")
will be developed pursuant to that certain Development Agreement (authorized by Section
212.172, Texas Local Government Code) between Owner and the City approved by the City
Council of the City (the "City Council") and executed to be effective December 21, 2005 (City
Secretary Contract No. 32897) (the"Phase 1 Development Agreement").
C. The Phase 1 Development Agreement includes certain regulations relating to
street, right-of-way and sidewalk widths, block lengths and minimum street centerline off-sets
attached to such agreement as Exhibit E and to this Agreement as Exhibit C (the "Special
Regulations"), which are an integral part of the Phase 1 design.
D. Owner and the City contemplate that the remainder of the Project, consisting of
approximately 2,232 acres (the "Remainder Project"), will be developed in phases, from time to
time, in accordance with multiple development agreements (authorized by Section 212.172 of the
Texas Local Government Code) between Owner and the City, subject to the approval of the City
Council (the "Remainder Project Development Agreements").
E. Owner intends to develop the Remainder Project in a manner that is consistent
with the development of Phase 1, including the Special Regulations.
F. Owner and the City contemplate that the Remainder Project Development
Agreements will incorporate the Special Regulations governing the development of the portion
of the Remainder Project covered by the applicable agreement.
Tradition Project Special Regulation Agreement Page 1
G. Owner and the City contemplate that the Special Regulations will be incorporated
into and become a part of the Remainder Project Development Agreements in the same manner
and for the same purposes that the Special Regulations are incorporated into and made a part of
the Phase 1 Development Agreement.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties agree as follows:
1. The Special Regulations attached as Exhibit C to this Agreement shall apply to
the development of each portion of the Remainder Project effective on the effective date of a
Remainder Project Development Agreement for such portion approved by the City Council and
executed on behalf of the City; provided, however, nothing herein guarantees that the City
Council of the City shall approve any Remainder Project Development Agreement, which
approval shall be within the sole discretion of the City Council.
2. Each Remainder Project Development Agreement, when approved by the City
Council and executed on behalf of the City and whether executed by Owner or any successor
owner of the portion of the Project subject to such Remainder Project Development Agreement,
shall be deemed to automatically incorporate, by reference, the Special Regulations (in the same
manner and for the same purposes that the Special Regulations are incorporated into and made a
part of the Phase 1 Development Agreement), unless such Remainder Project Development
Agreement provides to the contrary.
3. In the event of any conflict between the Special Regulations and any Remainder
Project Development Agreement into which the Special Regulations are incorporated, the
Special Regulations shall control., unless such Remainder Project Development Agreement
provides to the contrary.
4. This Agreement shall be recorded in the deed records of Denton County, Texas.
This Agreement (i) until incorporated as part of a Remainder Project Development Agreement,
may be terminated, as it applies to the Remainder Project or any portion thereof, by Owner upon
recordation of a Notice of Termination, together with a legal description of the property to which
the termination applies, and (ii) to the extent not incorporated as part of a Remainder Project
Development Agreement, automatically terminates on the 10th anniversary of the Effective Date.
5. Any notices, certifications, approvals, or other communications required to be
given by one Party to another under this Agreement (a "Notice") shall be given in writing
addressed to the Party to be notified at the address set forth below and shall be deemed given: (i)
when the Notice is delivered in person to the person to whose attention the Notice is addressed;
(ii) when received if the Notice is deposited in the United States Mail, certified or registered
mail, return receipt requested, postage prepaid; (iii) when the Notice is delivered by Federal
Express, UPS, or another nationally recognized courier service with evidence of delivery signed
by any person at the delivery address; and (iv) five business days after the Notice is sent by FAX
(with electronic confirmation by the sending FAX machine) with a confirming copy sent by
United States mail within 48 hours after the FAX is sent. If any date or period provided in this
Tradition Project Special Regulation Agreement LC- e
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Agreement ends on a Saturday, Sunday, or legal holiday,the applicable period for calculating the
notice shall be extended to the first business day following the Saturday, Sunday, or legal
holiday. For the purpose of giving any Notice, the addresses of the Parties are set forth below.
The Parties may change the information set forth below by sending Notice of such changes to the
other Party as provided in this section.
To the City:
City of Fort Worth, Texas
Attn: City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
FAX: (817) 392-6134
City of Fort Worth, Texas
Attn: Development Director
1000 Throckmorton Street
Fort Worth, Texas 76102
FAX: (817) 392-7985
To Owner:
Aperion Communities, LLLP
Attn: Gary Lane
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
FAX: (480) 951-8414
Eladio Properties, LLLP
Attn: Gary Lane
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
FAX: (480) 951-8414
Drooy Properties, LLLP
Attn: Gary Lane
7835 East Redfield Road, Suite 100
Scottsdale, Arizona 85260
FAX: (480) 951-8414
6. This Agreement may be amended only with the written consent of Owner and the
City and with the approval of the City Council.
7. This Agreement is solely for the benefit of the City and Owner and any successor
owners of the Remainder Project, and neither the City nor Owner intends by any provision of
this Agreement to create any rights in any third-parry beneficiaries or to confer any benefit or
Tradition Project Special Regulation Agreement
01
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enforceable rights under this Agreement or otherwise upon anyone other than the City and
Owner and any such successor owners.
8. The City warrants that this Agreement has been approved by the City Council in
accordance with all applicable public meeting and public notice requirements (including, but not
limited to, notices required by the Texas Open Meetings Act) and that the individual executing
this Agreement on behalf of the City has been authorized to do so. Each Owner warrants that the
execution of this Agreement is duly authorized in conformity with the articles of incorporation,
bylaws, partnership agreement or other applicable organizational documents of each Owner and
that the individual executing this Agreement on behalf of such Owner has been authorized to do
SO.
IN WITNESS WHEREOF, Owner and the City have caused this Agreement to be
executed by its undersigned duly authorized representative in multiple copies, on the date or
dates indicated below.
ATTEST: CITY - FOR WORT
By:
Marty Hendrix,kity Secretary M c Ott, ssis nt Ci Manager
Date: /�—�✓_��
APPROVED AS TO FORM AND
LEGALITY- J
�c c?�� -
Assistant City Attorney
C—a � pe APERION COMMUNITIES, LLLP, an
Contract Authorization Arizona limited liability limited partnership.
Age
0�
l � By: 0
Date David P. Maniatis, General Partner
Date:
Tradition Project Special Regulation Agreement Page 4
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E C E E tk
W„01 SKI, HEAL
ELADIO PROPERTIES, LLLP, an
Arizona limited liability limited partnership.
By:
David P. Maniatis, General Partner
Date: /off/l'aS
DROOY PROPERTIES, LLLP, an
Arizona limited liability limited partnership.
By: i�
David P. Maniatis, General Partner
Date: /c?/l 0S
STATE OF TEXAS §
COUNTY OF TARRANT § ,, //
This instrument was acknowledged before me, on the J day ' 2005,
by Marc Ott, Assistant City Manager of the City of Fort Orth, Texas op behalf of said City.
Notary Public, State of Texas
art Printed Name:H LE / the
CIA;*
a
"GEXPIRE&
"�'�' '` '`_}i My Commission Expires:
Tradition Project Special Regulation Agreement ���� hV V�:I� age 5
l�O' � pff
STATE OF A,-/Zolvot §
COUNTY OF §
This instrument was acknowledged before me on 2005, by David P.
Maniatis, General Partner for Aperion Communities, LLLP, an Arizona limited liability limited
partnership, on behalf of said limited partnership. /
od4A-�---
OFFICIAL SEAL Notary Public in and for the State of z
KIM MITCHELL
Notary Public State of Arizona
MARICOPA COUNTY Printed Name: 91 M /Yl/ --e he!/
My Comm.Expires October 14,2008
My Commission Expires: /0•//-1 a0o 8
STATE OF 4)ze,zo,gQ §
COUNTY OF /Yla z-i Cp oc, §
This instrument was acknowledged before me on bee. 2005, by David P.
Maniatis, General Partner for Eladio Properties, LLLP, an Arizona limited liability limited
partnership, on behalf of said limited partnership.
OFFICIAL SEAL
KIM MITCHELL
Notary Public-State of Arizona Notary Public in and for the State of A Z
a. MARICOPA COUNTY
My Comm.Expires October 14,2008
Printed Name: krnvl
My Commission Expires: 10'!4'adag
Tradition Project Special Regulation Agreement �, a 6
FT. `obff m, VEX.
STATE OF AZI zoo §
COUNTY OF ali2noqol §
This instrument was acknowledged before me on bec. LLLI? 2005, by David P.
Maniatis, General Partner for DROOY Properties, LLLP, an Arizona limited liability limited
partnership, on behalf of said limited partnership.
k�
OFFICIAL SEAL
KIM MITCHELL Notary Public in and for the State of 11 Z
Notary Public•State of Arizona
MARICOPA COUNTY
My Comm.Expires October 14,zoos Printed Name: k)N/ /l, �C h e ll
My Commission Expires:
Tradition Project Special Regulation Agreement ��)ElL IJ Page 7
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Exhibit A
Map of Tradition
Exhibit A to
Tradition Project Special Regulation Agreement Page 1
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Exhibit B
Legal Description of Tradition
BEING 2,663.040 total acres of land described in three tracts in the G. Cardinas Survey,
Abstract No. 214, the James Chesier Survey, Abstract No. 225, the W.D. Reed Survey, Abstract
No. 1125, the W.C. Brookfield Survey, Abstract No. 34, and the W.A. Ferris Survey, Abstract
No. 419 situated in Denton County, Texas and being a combination of that tract conveyed to
Alliance 161 Investments by deed recorded in Volume 2778, Page 958 of the Real Property
Records of Denton County, Texas (RPRDCT), those tracts conveyed to Aperion Communities,
L.L.L.P. by deed recorded under County Clerk's File No. 2004-11913 RPRDCT (Aperion Tract
One-A and Aperion Tract One-B), that tract conveyed to Nancy Talley Reynolds, et al, by deed
recorded in Volume 2301, Page 223 RPRDCT, that tract conveyed to Aperion Communities,
L.L.L.P. by deed recorded under County Clerk's File No. 2003-190652 RPRDCT (Aperion
Tract Two), that tract conveyed to Trail Creek Acres, Inc. by deed recorded in Volume 1912,
Page 979 RPRDCT, that tract recorded in Volume 5128, Page 3102 RPRDCT, and that tract
recorded in Volume 5119, Page 715 RPRDCT and being more particularly described as follows:
TRACT 1
BEGINNING at a capped 5/8" iron pin found, said iron pin also being on the north right-of-way
line of State Highway No. 114, said iron pin also being on the west line of said Alliance 161
Investments tract, said iron pin also being on the east line of a tract conveyed to Betty Marie
McIntyre, et al, by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the west line of said Alliance 161 Investments tract and the east
line of said McIntyre, et al, tract recorded in Volume 2906, Page 363 RPRDCT, a distance of
3701.24 feet to a 3/8" iron pin found;
THENCE N 89E39'59" E along the north line of said Alliance 161 Investments tract and the east
line of said McIntyre, et al, tract recorded in Volume 2906, Page 363 RPRDCT, a distance of
1826.89 feet to a 1/2" iron pin found, said iron pin also being on the west line of said Aperion
Tract One-A;
THENCE N OOE22'44" W along the east line of said McIntyre, et al, tract recorded in Volume
2906, Page 363 RPRDCT, and the west line of said Aperion Tract One-A, a distance of 1397.33
feet to a capped 1/2" iron pin set, said capped iron pin set also being on the west line of said
Nancy Reynolds Talley, et al tract;
THENCE N 57E46'29" W along the east line of said McIntyre, et al, tract recorded in Volume
2906, Page 363 RPRDCT, the east line of a tract conveyed to Peggy Jeannine Eaton and Betty
Marie McIntyre by deed recorded under County Clerk's File No. 2003-203215 and the west line
of said Nancy Reynolds Talley, et al tract, a distance of 253.45 feet to a 1/2" iron pin found;
THENCE N OOE21'32" E along the east line of said Peggy Jeannine Eaton and Betty Marie
McIntyre tract and the west line of said Nancy Reynolds Talley, et al tract, a distance of 1364.27
feet to a railroad spike found, said railroad spike also being on a west line of said Aperion Tract
Exhibit B to OFFICIAL ROD U�
'
Tradition Project Special Regulation Agreement P Page 1
R annR R �q
One-A, said railroad spike also being in Sam Reynolds Road;
THENCE N OOE12'20" W along the east line of said Peggy Jeannine Eaton and Betty Marie
McIntyre tract and the west line of said Aperion Tract One-A and in Sam Reynolds Road, a
distance of 2791.88 feet to a railroad spike found;
THENCE S 89E52'16" W along the north line of said Peggy Jeannine Eaton and Betty Marie
McIntyre tract and the west line of said Aperion Tract One-A and in Sam Reynolds Road, a
distance of 1909.29 feet to a 5/8" iron pin found, said iron pin also being on the east line of
Indian Trails Phase 1, an addition to Denton County, Texas as recorded in Cabinet G, Page 311
of the Plat Records of Denton County, Texas (PRDCT);
THENCE N OOE09'15" W along the west line of said Aperion Tract One-A, the east line of said
Indian Trails Phase 1, the east line of a tract conveyed to Avondale Ranch by deed recorded in
Volume 5289, Page 4253 RPRDCT and in Sam Reynolds Road, a distance of 1437.47 feet to a
60d nail in asphalt found, said 60d nail also being the southwest corner of a tract conveyed to
Milton High by deed recorded in Volume 501, Page 248 RPRDCT;
THENCE N 76E15'28" E along the west line of said Aperion Tract One-A and the south line of
said High tract, a distance of 381.87 feet to a 1/2" iron pin found;
THENCE N OOE18'58" W along the west line of said Aperion Tract One-A and the east line of
said High tract, a distance of 307.76 feet to a 1/2" iron pin found;
THENCE S 89E55'09" W along the west line of said Aperion Tract One-A and the north line of
said High tract, a distance of 370.41 feet to a 60d nail found, said 60d nail also being on the east
line of said Avondale Ranch tract and in Sam Reynolds Road;
THENCE N OOE12'09" W along the west line of said Aperion Tract One-A, the east line of said
Avondale Ranch tract, the east line of a tract conveyed to W.E. Wilkerson by deed recorded in
Volume 960, Page 35 RPRDCT, the east line of a tract conveyed to Edward Zelnik, et ux Janet
by deed recorded in Volume 4062, Page 1905 RPRDCT, the east line of a tract conveyed to J.
Lloyd Barksdale, et ux Dorthy by deed recorded in Volume 829, Page 271 RPRDCT, the east
line of a tract conveyed to J. Lloyd Barksdale, et ux Dorthy by deed recorded in Volume 829,
Page 275 RPRDCT, the east line of a tract conveyed to Gary Lynn Barksdale, et ux Toni Gayle
by deed recorded in Volume 1545, Page 427 RPRDCT, the east line of a tract conveyed to
Bobby J. Henry by deed recorded in Volume 5028, Page 3683 RPRDCT, and in Sam Reynolds
Road, a distance of 3495.34 feet to a railroad spike found, said railroad spike also being on the
south line of a tract conveyed to Margaret DiNapoli, et al, by deed recorded in Volume 4522,
Page 2063 RPRDCT;
THENCE S 89E57'51" E along the west line of said Aperion Tract One-A and the south line of
said Margaret DiNapoli, et al tract, a distance of 509.83 feet to a 5/8" iron pin found, said iron
pin also being on the west line of a tract conveyed to Archie Eddleman by deed recorded in
Volume 2322, Page 824 RPRDCT;
Exhibit B to
Tradition Project Special Regulation Agreement o ` Page 2
Y. �
THENCE S OOE14'31" E along the west line of said Aperion Tract One-A and the west line of
said Eddleman tract, a distance of 226.43 feet to a 1/2" iron pin found;
THENCE N 89E05'10" E along the west line of said Aperion Tract One-A and the south line of
said Eddleman tract, a distance of 870.61 feet to a 5/8" iron pin found, said iron pin also being
the southwest corner of a tract conveyed to Ricky Iverson by deed recorded in Volume 4718,
Page 362 RPRDCT;
THENCE N 88E48'54" E along the west line of said Aperion Tract One-A and the south line of
said Iverson tract and the south line of a tract conveyed to Carol Theis by deed recorded in
Volume 1038, Page 887 RPRDCT, a distance of 1598.77 feet to a 1/2" iron pin found;
THENCE N OOE24'54" W along the west line of said Aperion Tract One-A and the east line of
said Theis tract and the east line of a tract conveyed to S.R. Harper by deed recorded in Volume
1726, Page 31 RPRDCT, a distance of 907.14 feet to a 1/2" iron pin found, said iron pin also
being the southeast corner of a tract conveyed to Roy Chastain by Contract of Sale recorded
under County Clerk's File No. 97-R0021328 RPRDCT;
THENCE N OOE43'24" W along the west line of said Aperion Tract One-A and the east line of
said Chastain tract, a distance of 423.43 feet to a 1/2" iron pin found, said iron pin also being the
southeast corner of said Aperion Tract Two;
THENCE S 88E53'01" W along the south line of said Aperion Tract Two and the north line of
said Chastain tract, a distance of 1193.21 feet to a capped 1/2" iron pin found, said iron pin also
being on the east line of a tract conveyed to Wayne Harris by deed recorded in Volume 976,
Page 42 RPRDCT;
THENCE N OOE35'15" W along the west line of said Aperion Tract Two and the east line of said
Harris tract, the east line of a tract conveyed to John McCurry by deed recorded in Volume 971,
Page 697 RPRDCT, the east line of a tract conveyed to Samuel Haynes by deed recorded in
Volume 962, Page 43 RPRDCT, and the east line of a tract conveyed to Howell Choate by deed
recorded in Volume 924, Page 921 RPRDCT, a distance of 2336.13 feet to a 1/2" iron pin found,
said iron pin also being the southwest corner of a tract conveyed to The Pennington Family Trust
by deed recorded in Volume 4833, Page 525 RPRDCT;
THENCE S 88E03'05" E along the north line of said Aperion Tract Two and the south line of
said Pennington Family Trust tract recorded in Volume 4833, Page 525 RPRDCT, a distance of
1190.05 feet to a 1/2" iron pin found, said iron pin also being on the north line of Aperion Tract
One-A;
THENCE N 89E00'24" E along the north line of said Aperion Tract One-A, the south line of said
Pennington Family Trust tract recorded in Volume 4833, Page 525 RPRDCT and the south line
of a tract conveyed to The Pennington Family Trust by deed recorded in Volume 4833, Page 521
RPRDCT, a distance of 1146.79 feet to a 1/2" iron pin found, said iron pin also being on the
southerly right-of-way line of Farm-to-Market Road No. 407 (F.M. 407) (90' ROW);
THENCE S 50E 10'01" E along the north line of said Aperion Tract One-A and the southerly
Exhibit B to �� t. �( V1�;
Tradition Project Special Regulation Agreement 0��1�111441 1
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right-of-way line of F.M. 407, a distance of 682.19 feet to a capped 1/2" iron pin set, said iron
pin also being the Point of Curvature of a circular curve to the left having a radius of 617.96 feet,
a central angle of 39E44'46" and being subtended by a chord which bears S 70E02'24" E , 420.13
feet;
THENCE along said curve to the left and the north line of said Aperion Tract One-A and the
southerly right-of-way line of F.M. 407, a distance of 428.68 feet to a capped 1/2" iron pin set;
THENCE S 89E54'47" E tangent to said curve and along the north line of said Aperion Tract
One-A and the southerly right-of-way line of F.M. 407, a distance of 1464.51 feet to a 1/2" iron
pin found, said iron pin also being the Point of Curvature of a circular curve to the left having a
radius of 617.96 feet, a central angle of 45E20'00" and being subtended by a chord which bears
N 67E25'13" E , 476.29 feet;
THENCE along said curve to the left and the north line of said Aperion Tract One-A and the
southerly right-of-way line of F.M. 407, a distance of 488.94 feet to a capped 1/2" iron pin set;
THENCE N 44E45'13" E tangent to said curve and along the north line of said Aperion Tract
One-A, the north line of a tract conveyed to Trail Creek Acres, Inc. by deed recorded in Volume
1912, Page 979 RPRDCT and the southerly right-of-way line of F.M. 407, a distance of 225.73
feet to a capped 1/2" iron pin set, said iron pin also being the Point of Curvature of a circular
curve to the right having a radius of 527.96 feet, a central angle of 44E35'06" and being
subtended by a chord which bears N 67E02'46"E , 400.55 feet;
THENCE along said curve to the right and the north line of said Trail Creek Acres, Inc. tract and
the southerly right-of-way line of F.M. 407, a distance of 410.84 feet to a capped 1/2" iron pin
set;
THENCE N 89E20'19" E tangent to said curve and along the north line of said Trail Creek
Acres, Inc. tract and the southerly right-of-way line of F.M. 407, a distance of 1406.17 feet to a
capped 1/2" iron pin set;
THENCE N 89E26'19" E along the north line of said Trail Creek Acres, Inc. tract and the
southerly right-of-way line of F.M. 407, a distance of 749.30 feet to a 1/2" iron pin found, said
iron pin also being the northwest corner of a tract conveyed to Margaret DiNapoli, et al, by deed
recorded in Volume 4522, Page 2063 RPRDCT;
THENCE S OOE08'41" E departing the southerly right-of-way line of F.M. 407 and along the
east line of said Trail Creek Acres, Inc. tract, the west line of said Margaret DiNapoli, et al tract,
and the west line of a tract conveyed to Olen N. Range, et ux, Myrtie by deed recorded in
Volume 670, Page 29 RPRDCT, a distance of 3454.30 feet to a fence corner found;
THENCE S 89E10'18" W along the south line of said Trail Creek Acres, Inc. tract, the north line
of said Olen N. Range tract and the north line of a tract conveyed to Patricia Malloy by deed
recorded in Volume 769, Page 965 RPRDCT, a distance of 2598.90 feet to a 1/2" iron pin found,
said iron pin also being on the east line of said Aperion Tract One-A;
Exhibit B to
Tradition Project Special Regulation Agreementf ��+�d(���:� i'. �, Page 4
pQ Wa;n r_
THENCE S 88E57'42" W along the east line of said Aperion Tract One-A and the north line of
said Patricia Malloy tract, a distance of 2342.10 feet to a 5/8" iron pin found;
THENCE S OOE10'33" E along the east line of said Aperion Tract One-A and the west line of
said Patricia Malloy tract, a distance of 3748.38 feet to a 5/8" iron pin found, said iron pin also
being the northwest corner of Riggs Place, an addition to Denton County, Texas as recorded in
Cabinet E, Page 359 PRDCT;
THENCE S OOE1737" E along the east line of said Aperion Tract One-A, the west line of said
Riggs Place and the west line of a remainder tract conveyed to James Riggs, Jr., et ux Deborah,
by deed recorded in Volume 870, Page 444 RPRDCT, a distance of 4211.11 feet to a 1/2" iron
pin found, said iron pin also being in Sam Reynolds Road;
THENCE N 89E56'15" E along the east line of said Aperion Tract One-A, the south line of said
James Riggs, Jr. remainder tract, the south line of said Riggs Place, the south line of Sunflower
Meadows, an addition to Denton County, Texas as recorded in Cabinet O, Page 122 PRDCT, the
south line of Sage Meadows, Phase One, an addition to Denton County, Texas as recorded in
Cabinet M, Page 208 PRDCT; the south line of a tract conveyed to Locust Thorn, L.P., by deed
recorded in Volume 4009, Page 321 RPRDCT, the south line of Foxbane Estates, an addition to
Denton County, Texas as recorded in Cabinet H, Page 24 PRDCT and in Sam Reynolds Road, a
distance of 3409.24 feet to a capped 1/2" iron pin set, said iron pin also being the original
northwest corner of Peyton Place, Phase One, an addition to Denton County, Texas as recorded
in Cabinet M, Page 266 PRDCT;
THENCE S OOE15'21" E along the east line of said Aperion Tract One-A, the west line of said
Peyton Place, Phase One and the west line of Peyton Place, Phase Two, an addition to Denton
County, Texas as recorded in Cabinet P, Page 50 PRDCT , a distance of 1482.19 feet to a 1/2"
iron pin found, said iron pin also being the northeast corner of a tract conveyed to Ferbro
Investments by deed recorded under County Clerk's File No. 97-0003605 RPRDCT;
THENCE S OOE03'07" E along the east line of said Ferbro Investments tract, a distance of
503.35 feet to a 1/2" iron pin found, said iron pin also being on the northwesterly line of a tract
conveyed to The Atchison, Topeka and Santa Fe Railway Company by deed recorded under
County Clerk's File No. 93-R0020408 RPRDCT; said iron pin also being the Point of Curvature
of a non-tangent circular curve to the left having a radius of 5829.65 feet, a central angle of
19E15'23" and being subtended by a chord which bears S 54E00'43" W , 1950.06 feet;
THENCE along said curve to the left and the northwesterly line of said Atchison, Topeka and
Santa Fe Railway Company tract, a distance of 1959.27 feet to a 1/2" iron pin found;
THENCE S 44E23'02" W along the northwesterly line of said Atchison, Topeka and Santa Fe
Railway Company tract, a distance of 27.66 feet to a 5/8" iron pin found;
THENCE N 45E36'58" W along the northwesterly line of said Atchison, Topeka and Santa Fe
Railway Company tract, a distance of 50.00 feet to a 5/8" iron pin found;
Exhibit B to
Tradition Project Special Regulation Agreement Page 5
THENCE S 44E23'02" W along the northwesterly line of said Atchison, Topeka and Santa Fe
Railway Company tract, a distance of 3702.51 feet to a 5/8" iron pin found;
THENCE N 47E15'51" W along the northwesterly line of said Atchison, Topeka and Santa Fe
Railway Company tract, a distance of 24.73 feet to a 5/8" iron pin found;
THENCE S 44E27'42" W along the northwesterly line of said Atchison, Topeka and Santa Fe
Railway Company tract, a distance of 1121.43 feet to a brass monument in concrete found, said
brass monument also being on the said north right-of-way line of State Highway No.114;
THENCE S 89E47'36" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 286.33 feet to a brass monument in concrete
found;
THENCE S 84E30'09" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 703.04 feet to a brass monument in concrete
found;
THENCE S 89E48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 1249.97 feet to a capped 1/2" iron pin set;
THENCE N OOE1112" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89E48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 250.00 feet to a capped 1/2" iron pin set;
THENCE S OOE11'12" E along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89E48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 238.28 feet to the Point of Beginning and
containing 89,976,698 square feet or 2065.581 acres of land, more or less.
TRACT 2
BEGINNING at a brass monument in concrete found, said brass monument also being on the
south line of said Aperion Tract One-B, said brass monument also being on the north right-of-
way line of State Highway No. 114, said brass monument also being on the west line of a tract
conveyed to Ferbro Investments by deed recorded under County Clerk's File No. 97-0003605
RPRDCT
THENCE S 89E46'48" W along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No.114, a distance of 1072.97 feet to a brass monument in
concrete found;
Exhibit B to
Tradition Project Special Regulation Agreement Page 6
THENCE N 86E29'44" W along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No.114, a distance of 900.20 feet to a brass monument in concrete
found, said brass monument also being on the southeasterly line of a tract conveyed to The
Atchison, Topeka and Santa Fe Railway Company by deed recorded under County Clerk's File
No. 93-R0020408 RPRDCT;
THENCE N 44E26'31" E along the west line of said Aperion Tract One-B and the southeasterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 2809.53 feet to
a 5/8" iron pin found, said iron pin also being on the west line of said Ferbro Investments tract;
THENCE S OOE0709" E along the east line of said Aperion Tract One-B and the west line of
said Ferbro Investments tract, a distance of 2056.80 feet to the Point of Beginning and containing
2,058,725 square feet or 47.262 acres of land, more or less.
TRACT 3
BEING a 550.197 acre tract of land in the W.C. Brookfield Survey, Abstract No. 34, situated in
Denton County, Texas and being that same tract of land as described in deeds recorded in
Volume 5128, Page 3102 and Volume 5119, Page 715 of the Real Property Records of Denton
County, Texas (RPRDCT) and being more particularly described as follows:
BEGINNING at a point in the north line of F.M. 407 at the southeast corner of the herein
described tract of land, said point lying in the west line of a tract of land as described in deed to
Bill Pennington,recorded in Volume 572,Page 131, RPRDCT;
THENCE along the north line of said F.M. 407, as follows:
Northwesterly, along a curve to the left, having a radius point that bears
S 18°06'28" W, 624.31 feet, an arc distance of 204.03 feet, a central angle of 18°43'31" and
being subtended by a chord which bears N 81°15'18" W, 203.13 feet;
S 89°22'57" W, a distance of 1876.49 feet;
S 89°18'36" W, a distance of 1931.01 feet;
THENCE N 00004'03" W, departing the north line of said F.M. 407, a distance of 2834.59 feet;
THENCE N 00°00'51" E, a distance of 1161.59 feet;
THENCE N 00004'13" E, a distance of 1244.99 feet to the northwest corner of the herein
described tract of land;
THENCE, being adjoined to the north by a tract of land as described in deed to Orville Rogers,
recorded in Document No. 94-R0029773, RPRDCT, along the north line of the herein described
tract of land, as follows:
Exhibit B to
Tradition Project Special Regulation Agreement Page 7
S 89°37'03" E, a distance of 5409.41 feet;
S 00°32'35" W, a distance of 352.79 feet;
N 89°4656" E, a distance of 651.45 feet;
THENCE S 00044'37" E, being adjoined to the east by a tract of land as described in deed to
Laura Carter Johnson, recorded in Volume 3038, Page 713, RPRDCT, a distance of 1372.47
feet;
THENCE N 85016'40" W, a distance of 2099.00 feet;
THENCE S 00024'45" E, being adjoined to the east by the aforementioned Pennington tract, a
distance of 3642.68 feet to the POINT OF BEGINNING and containing 550.197 acres, more or
less.
The above described three tracts of land totaling 2663.040 acres of land, more or less.
Exhibit B to
Tradition Project Special Regulation Agreement Page 8
Exhibit C
Special Regulations
A. Street, Right-of-Way, and Sidewalk Widths
1. Any portion of a local residential street that abuts a park with an area of .5 acre or greater
shall be a 29-foot back-to-back section in a 42-foot right-of-way. Twenty (20) feet adjacent to
the right-of-way shall be reserved for a sidewalk within a public access easement. The 7 feet of
park area immediately adjacent to the right-of-way shall be reserved for a utility easement. The
sidewalk in the park area may be meandering or linear. Where sidewalks abut residential lots,
sidewalks shall be physically connected in accordance with the Americans with Disabilities Act.
On all residential lots across from park areas subject to this section, a 4-foot wide sidewalk shall
be located within a 13-foot wide parkway and shall be separated from the property line by 3 feet.
2. Local residential streets or any portion thereof that are not subject to A(1) shall be a 29-
foot back-to-back section, with a pair of 4-foot wide sidewalks separated from the property line
by 3 feet within a 13-foot wide parkway, all located in a 55-foot right-of-way. No
encroachments shall be allowed in the right-of-way between the sidewalk and property line.
3. Collector residential streets shall be a 37-foot back-to-back section, with a pair of 5-foot
wide sidewalks separated from the street by 10-foot wide parkways. All will be located in a 67-
foot right-of-way.
4. Minor arterial streets shall contain two 28-foot back-to-back sections, divided by a 51-
foot median, with a 9-foot wide parkway all located within a 125-foot right-of-way. An 8-foot
wide sidewalk shall meander within a 22.5-foot landscape buffer and public access easement that
is adjacent to either side of the 125-foot right-of-way.
5. Alleys shall be 12 feet wide and centered within a 15-foot right-of-way, except that those
alleys located adjacent to townhomes or commercial lots that require no minimum rear yard
setback shall be 18 feet wide within a 20-foot right-of-way.
6. All other streets shall be constructed in accordance with the requirements of the City of
Fort Worth..
B. Block Length
1. The minimum block length shall be 300 feet.
2. The maximum block length shall be 1,320 feet.
C. Minimum Street Centerline Off-Sets The minimum street centerline off-set shall be
100 feet for a street that: (1) is located within a right-of-way that is 67 feet wide or less; and (2)
is adjacent to a park with an area of at least .5 acre but less than 3 acres. For all other internal
residential streets a minimum 125-foot centerline off-set shall be required. For all streets
connecting to a right-of-way greater than 67 feet a street centerline off-set of 150-feet shall be
required.
Exhibit C to
Tradition Project Special Regulation Agreement Page 1
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/13/2005
DATE: Tuesday, December 13, 2005
LOG NAME: 60TRADITION REFERENCE NO.: C-21198
SUBJECT:
Approval of Strategic Partnership Agreement, Development Agreement, Tradition Project Special
Regulations Agreement, and Agreements Concerning Water and Wastewater Service for the First
Phase of the Tradition Development
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager or a designee to execute the following
agreements:
1. Strategic Partnership Agreement between the City and Fort Worth Municipal Utility District No. 1 of
Denton County (the "District");
2. Development Agreement between the City and Aperion Communities, LLLP, Eladio Properties, LLLP
and Drooy Properties, LLLP ("AED");
3. Tradition Project Special Regulations Agreement between the City and AED;
4. Superseding Agreement Regarding Water and Wastewater Utility Service between the City, Aqua
Utilities, Inc., AED and the District;
5. Buy-Out Option Contract between the City, Aqua Utilities, Inc., AED and the District;
6. Memorandum of the Buy-Out Option Contract;
7. Agreement for Sale of Treated Water between the City and Aqua Utilities, Inc.; and
8. Wholesale Wastewater Service Agreement between the City and Aqua Utilities, Inc.
DISCUSSION:
AED owns and intends to develop approximately 2,663 acres in Denton County in Fort Worth's
extraterritorial jurisdiction as a mixed-use development to be known as "Tradition". AED intends to develop
the southernmost 431 acres as the first phase (the "Development") and has requested that the City Council
consent to creation of a municipal utility district over the Development. (M & C C-21197).
The documents listed above, which have been provided to the City Council and are available for public
inspection and copying in the City Secretary's Office, can be summarized as follows:
The Strategic Partnership Agreement authorizes the City to annex approximately 107 acres within the
Development designated for commercial development for the limited purpose of imposing sales and use
tax. The agreement provides that the City and the District will divide the sales tax proceeds equally for the
first 19 years after annexation. The City's share will increase to 75% in year 19.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 3/21/2006
Page 2 of 2
The Development Agreement provides for the enforcement of municipal building codes and establishes
land use and development regulations for the Development. Special Regulations, which govern design
issues such as block lengths and street, right-of-way and sidewalk widths, are attached to the agreement as
Exhibit E.
The Tradition Project Special Regulations Agreement provides that the Special Regulations attached to the
Development Agreement as Exhibit E will be deemed to be incorporated in any other development
agreements for the remainder of Tradition for the next 10 years. The agreement recognizes that approval of
any future development agreements for Tradition is within the sole discretion of the City Council.
The five remaining agreements identified as items 4 through 8 above relate to utility service for the
Development. Aqua Utilities will provide the retail water and wastewater service to customers within the
Development through an operations contract with the District which will finance and own the facilities. The
agreements provide for the City to sell treated water service and wastewater service to Aqua Utilities. The
City has the option to purchase the water and wastewater facilities in the Development from Aqua Utilities
for $10 and to become the retail provider at any time after 17 years and within 15 to 17 years if the City
annexes during that period.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that approval of this Agreement will not require the expenditure of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office bT. Marc Ott (8476)
Originating Department Head: S. Frank Crumb (8207)
Additional Information Contact: S. Frank Crumb (8207)
http://www.cfwnet.org/council_packet/Reports/Mc_print.asp 3/21/2006