Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 49784
CITY SECRETARY 1 r CONTRACT NO. '1 UTILITY AND INFRASTRUCTURE AGREEMENT This Utility and Infrastructure Agreement ("Agreement") is entered into by and between the City of Fort Worth, Texas (the "C&"), 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; Northstar Ranch, LLC, a Texas limited liability company ("Owner"); and Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties, a municipal utility district created pursuant to Article XVI, Section 59, of the Texas Constitution, and Chapters 49 and 54 of the Texas Water Code, located within Tarrant, Denton and Wise Counties (the "District"). ARTICLE I RECITALS A. Northstar Ranch LLC is the Owner of approximately 733.648 acres in Tarrant, Denton and Wise Counties, Texas, within the City's extraterritorial jurisdiction ("'ETT") and encompassed by the District as shown on Exhibit A and more particularly described in Exhibit B attached hereto and incorporated herein by reference (the "'Properly"). B. On December 15, 2015, the City passed and approved Resolution No. 4554-12-2015 consenting to the creation of the District. On June 28, 2016, the City passed and approved Resolution No. 4652-06-2016 revising its consent to the creation of the District and thereby reducing the size of the District from 741.99 acres of land to 719.903 acres. On August 15, 2017, the City passed and approved Resolution No. 4829- 08-2017 consenting to the annexation of approximately 13.745 acres to the District and thereby increasing the size of the District to 733.648 acres. C. The District was created as a water utility district pursuant to Article XVI, Section 59, Texas Constitution, and Chapters 49 and 54 of the Texas Water Code, in Tarrant and Wise Counties, Texas by order of the Texas Commission on Environmental Quality ("TCEQ") dated January 12, 2017. D. Owner intends to develop the Property as a mixed-use master-planned community to be known as "Northstar" pursuant to a Development Agreement dated , 2017 (the "Development Agreement") with the City in accordance with Section 212.171, et seq., Texas Local Government Code (the "Development"). E. Owner has agreed in a separate Development Financing Agreemtte :•,, June 6, 2017, to pre-finance the District's financial obligations in this A efient if tli ° District does not have its own operating or bond funds available. RECEIVED OFFICIAL RECOkD OCT 12 2011 .� CITY SECRETARY ry OF FORT 1^,N, Utility and Infrastructure Agreement-Page 1 FT. WORTH, TXf ' my� G 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 "CFA Fees" means fees assessed pursuant to the CFA Policy. "CFA Policy" means the "Policy for the Installation of Community Facilities" as amended in March 2001 (M&C G-13181). "Contractor" means a person or entity retained by the District or Owners to construct all or any part of the Infrastructure that is pre-qualified by the City to do such work, in accordance with the City's generally applicable requirements. "Development" has the meaning set out in Recital D. "Effective Date" means the date on which all Parties have executed this Agreement. "Filing Date" means May 24, 2017, the date on which Owner submitted Preliminary Plat PP-17-025 for the Property, to the City. If such preliminary plat expires, the Filing Date shall be the Effective Date. "Governing Regulations" means all City ordinances, regulations, policies, manuals, and other requirements relating to Infrastructure, including the design, location, construction, payment of fees, operation, and maintenance thereof, that were applicable within the City's corporate limits on the Filing Date, as thereafter amended, subject to reservation by Owner and District of rights under Chapter 245, Local Government Code, in accordance with Section 7.17. "Infrastructure" means all water, wastewater, drainage, roadway, and other public infrastructure improvements installed or constructed to serve the Development. "MGD" means million gallons per day. "Off-Site Wastewater Infrastructure" has the meaning set out in Section 4.02. "Off-Site Water Infrastructure" has the meaning set out in Section 3.03. "On-Site Wastewater Infrastructure" has the meaning set out in Section 4.03. "On-Site Water Infrastructure" has the meaning set out in Section 3.04. Utility and Infrastructure Agreement-Page 2 "Parties" means, collectively, the City, Owner, the District, and any successors and assigns, as permitted by this Agreement. "Party" means, individually, the City, the Owner, the District, or any successors and assigns, as permitted by this Agreement. "Plan Review Fees" means fees and charges applicable to the review and approval of plans relating to the construction of the Infrastructure according to the fee schedule adopted by the City Council and in effect on the Effective Date. "Pro er " has the meaning set out in Recital A. "PUC" means Public Utility Commission of Texas. "TCEQ" means Texas Commission on Environmental Quality. "Termination Date" has the meaning set out in Section 7.15. "TXDOT" means Texas Department of Transportation. "Wastewater Infrastructure" means, collectively, the Off-Site Wastewater Infrastructure and the On-Site Wastewater Infrastructure. "Water Infrastructure" means, collectively, the Off-Site Water Infrastructure and the On-Site Water Infrastructure. ARTICLE III RETAIL WATER SERVICE; CONSTRUCTION OF OFF-SITE AND ON-SITE WATER INFRASTRUCTURE 3.01 Retail Water Service. Upon (i) completion of construction of the Water Infrastructure and acceptance by the City; and (ii) payment of the fees described in Sections 3.10-3.12, the City shall provide retail water service to the Property on the same terms and at the City's generally applicable rates for comparable classes of customers outside the City's corporate limits. 3.02 Water Certificate of Convenience and Necessity. The Property is located in an area for which the City holds the certificate of convenience and necessity ("CCN") to provide retail water service. 3.03 Off-Site Water Infrastructure. The District shall design and construct or cause to be designed and constructed approximately 10,200 feet of 16-inch main from Utility and Infrastructure Agreement-Page 3 the Crumb Elevated Tank to the Property, as shown on Exhibit C, in accordance with the water study prepared on behalf of the District and approved by the City on March 11, 2015 (the "Off-Site Water Infrastructure"). 3.04 On-Site Water Infrastructure. The District shall design and construct or cause to be designed and constructed all on-site water distribution lines necessary to serve the Property (the "On-Site Water Infrastructure"), the Off-Site Water Infrastructure and On-Site Water Infrastructure being collectively referred to as the "Water Infrastructure." The District may construct and dedicate the On-Site Water Infrastructure to the City in phases. 3.05 Reservation of Capacity. The City will serve the Property with capacity in the Water Infrastructure necessary to provide water service to customers within the District. Owner may request the City to provide evidence of this reservation to serve the full development of the Property in accordance with the Development Agreement, as amended from time to time. 3.06 Easements and Rights-of-Way. The District and Owner shall dedicate all easements required for to installation of the On-Site Water Infrastructure to the City at no cost to the City. The District shall obtain all easements required for the installation of the Off-Site Water Infrastructure and shall dedicate such easements to the City at no cost to the City. 3.07 Water Wells. Drilling of wells on the Property for the purpose of providing potable water is prohibited. Wells may be drilled on the Property for non- potable uses. 3.08 Meters. The District or Owner shall install or cause to be installed a water meter for each connection to the City's system. Single-family residential meters for potable and irrigation water shall comply with City standards, shall be a minimum of three-quarter (3/4) inch in diameter, and may be larger in diameter, at the District's or Owner's option. The minimum water tap size between the meter and water main is one (1) inch. Meters for nonresidential uses shall be sized based on potable and fire flow/fire suppression requirements and shall comply with City standards. 3.09 Annexation Notices to Customers. The City may place the following notice or a substantially similar notice on water bills to customers within the Property: "This service address is within the boundaries of a municipal utility district that may be annexed in the future by the City of Fort Worth." 3.10 , Tap Fees. Tap or service connection fees for water service provided within the Property by the City shall be the same as if the services are provided within the City's corporate limits. Utility and Infrastructure Agreement-Page 4 3.11 Impact Fees. The City may assess and collect water impact fees adopted by the City in accordance with Chapter 395 of the Texas Local Government Code on the same terms as if the Property were located within the City's corporate limits. Water impact fees shall be assessed at the time of recordation of a final plat and collected at the time the City issues a building permit, in accordance with Chapter 395 and the City's impact fee ordinance, City Code Section 35-66, et seq. 3.12 Water Main Capacity and Front Footage Charges. (a) Owner or the District shall pay to the City water main capacity charges of $180,932 per MGD (maximum daily consumption) for the existing 42-inch NS2 water transmission main supplying the Sendera Pump Station prior to recording each final plat for the Property. The City shall have no obligation to provide retail water service to a lot within such final plat until such water main capacity charge is paid. The capacity of the 42-inch transmission main is per Ordinance No. 21251-05-2014. (b) Owner or the District shall pay to the City water main capacity charges of $71,787.12 per MGD (maximum daily consumption) for the existing 24-inch NS4 water transmission main from the Sendera Pump Station along Willow Spring Road prior to recording each final plat for the Property, in accordance with Section 35-87, et seq., of the City Code. Collection by the City of such water main capacity charge is authorized by Ordinance No. 18195-07-2008 adopted pursuant to Section 35-90 of the City Code. The City shall have no obligation to provide retail water service to a lot within such final plat until such water main capacity charge is paid. The capacity of the 24-inch transmission main is per Ordinance No. 21251-05-2014. (c) Owner or the District shall pay to the City water main capacity charges of $14,822 per MGD (maximum daily consumption) for the existing 24-inch NS2 water transmission main along Avondale Haslet through the project - called Wal- Mart@Avondale Haslet prior to recording each final plat for the Property. The City shall have no obligation to provide retail water service to a lot within such final plat until such water main capacity charge is paid. The capacity of the 24-inch transmission main is per Ordinance No. 21251-05-2014. (d) Neither District nor Owner shall be responsible for any other charges, including without limitation front footage charges (Sections 35-58 of the City Code, et. seq) and water main capacity charges (Sections 35-87 of the City Code, et. seq) for any water infrastructure for which construction has been completed or commenced before the Effective Date. (e) In the event that water infrastructure is constructed by another landowner or developer after the Effective Date and such infrastructure serves the Property in lieu of the Off-Site Water Infrastructure, front footage charges (Sections 35-58 of the City Utility and Infrastructure Agreement-Page 5 Code, et. sec) and water main capacity charges (Sections 35-87 of the City Code, et. sec) shall apply to District and Owner on the same terms that such fees would apply to landowners within the City's corporate limits. (f) No capital recovery fees for the Water Infrastructure shall be applicable to the Property except as specifically provided for by this Article III. ARTICLE IV RETAIL WASTEWATER SERVICE; CONSTRUCTION OF OFF-SITE AND ON-SITE WASTEWATER INFRASTRUCTURE 4.01 Retail Wastewater Service. Upon (i) completion of construction of the Wastewater Infrastructure and acceptance by the City; and (ii) payment of the fees described in Sections 4.07-4.09 the City shall provide retail wastewater treatment services to the Property on the same terms and at the City's generally applicable rates for comparable classes of customers outside the City's corporate limits. 4.02 Off-Site Wastewater Infrastructure. The District shall design and construct the following Off-Site Wastewater Infrastructure, as shown on Exhibit D, in accordance with the wastewater study approved by the City on July 7, 2017 (the "Approved Sewer Stu4y"): (a) for service to the eastern basin, as shown in the Approved Sewer Study, install a connection to the existing 18-inch sanitary sewer main stubbed out from the Sendera Ranch Property; and (b) for service to the western basin that drains toward U.S. 81/287, as shown in the Approved Sewer Study, install (i) approximately 24,000 linear feet of 10-inch force main commencing at the lift station to be built by the District near the U.S. 81/287 right-of-way and (ii) approximately 22,000 linear feet of 12-inch to 21-inch gravity sewer main from the end of the 10-inch force main to the existing 27-inch sewer main at Wagley Robertson Road, with the final alignment to be determined by the City after consulting with the Owner and District and making reasonable efforts to address their concerns regarding the alignment and to select a cost-effective alignment (the "Off-Site Wastewater Infrastructure"). Owner and the District shall coordinate with adjacent landowners concerning design and installation of the gravity sewer main described in subsection (b)(ii). 4.03 On-Site Wastewater Infrastructure. The District shall design and construct or cause to be designed and constructed: (i) wastewater collection lines on the Property as needed to provide wastewater service for development of the Property; and (ii) a sanitary sewer lift station sized to serve the Property near the U.S. 81/287 right-of-way on the western edge of the Property (collectively, the "On-Site Wastewater Infrastructure"), the Off-Site Wastewater Infrastructure and On-Site Wastewater Infrastructure being collectively referred to as the "Wastewater Infrastructure". The District may construct and dedicate the On-Site Wastewater Infrastructure to the City in phases. On-site sewage treatment and disposal facilities are prohibited on the Property. Utility and Infrastructure Agreement-Page 6 4.04 Reservation of Capacity. The City will serve the Property with capacity in the Wastewater Infrastructure necessary to provide wastewater service to customers within the District. Owner may request the City to provide evidence of this reservation to serve the full development of the Property in accordance with the Development Agreement, as amended from time to time. 4.05 Certificate of Convenience and Necessity. The City shall be responsible for preparing, drafting, filing with the PUC, and prosecution of the process to obtain a wastewater CCN to include the Property. Owner and District will support the City's effort, execute and deliver such other assurances and documents as are or may become necessary or convenient to carry out the intent of this section, and cooperate with the City on the CCN application process; provided, however, the City's agreement to provide retail wastewater treatment services to the Property is not conditioned on issuance of a wastewater CCN for the Property to the City. 4.06 Easements, Rights-of-Way and Lift Station Site. The District and Owner shall dedicate all easements required for the installation of the On-Site Wastewater Infrastructure to the City at no cost to the City. The District and Owner shall dedicate a site near the U.S. 81/287 right-of-way within the Development, at no cost to the City, for construction of a lift station, the exact location to be mutually agreed upon by the City, the District and Owner. The District shall obtain all easements required for the installation of the Off-Site Wastewater Infrastructure and shall dedicate such easements to the City at no cost to the City. 4.07 Tap Fees. Tap or service connection fees for wastewater service provided within the Property by the City shall be the same as if the services are provided within the City's corporate limits. 4.08 Impact Fees. The City may assess and collect wastewater impact fees adopted by the City in accordance with Chapter 395 of the Texas Local Government Code on the same terms as if the Property were located within the City's corporate limits. Wastewater impact fees shall be assessed at the time of recordation of a final plat and collected at the time the City issues a building permit, in accordance with Chapter 395 and the City's impact fee ordinance,City Code Section 35-66, et seq. 4.09 Per Acre Charges. (a) The City oversized the 27-inch, 30-inch, and 36-inch M-584* as part of the Fossil Hill Estates off-site sewer project. Development of the Property located in the western basin of the Development, as shown in the Approved Sewer Study, shall be subject to a per acre charge of$224.06 or the per acre charge authorized by an ordinance adopted by the City Council pursuant to Section 35-84 of the City Code, whichever is less. Such per acre charge shall be paid as a condition of recording each final plat located in the western basin of the Development. Utility and Infrastructure Agreement-Page 7 (b) Neither District nor Owner shall be responsible for any other charges, including without limitation front footage charges (Sections 35-58 of the City Code, et. seq.) or sewer per acre charges (Section 35-81 of the City Code, et seq.), for any wastewater infrastructure for which construction has been completed or commenced before the Effective Date. (c) In the event that wastewater infrastructure is constructed by another landowner or developer after the Effective Date and such infrastructure serves the Property in lieu of the Off-Site Wastewater Infrastructure, front footage charges (Sections 35-58 of the City Code, et. seq, and sewer per acre charges (Section 35-81 of the City Code, et seq.) shall apply to Owner on the same terms that such fees would apply to landowners within the City's corporate limits. (d) No capital recovery fees for Wastewater Infrastructure shall be applicable to the Property except as specifically provided for by this Article IV. ARTICLE V CONSTRUCTION AND DEDICATION OF ROADS 5.01 Road Improvements. (a) Owner and District will coordinate with the Texas Department of Transportation ("TXDOT") on the extension of the existing U.S. Hwy 81/287 two-way northbound frontage road ("NBFR") from Santa Fe Court to Northstar Parkway to serve the initial phases of the Property. As soon as TXDOT has completed the proposed grade separated interchange with Ramhorn Hill Road at U.S. 81/287, the existing two- way frontage that ends approximately 3,800 feet south of Northstar Parkway shall be converted to one-way and extended north to connect to the interchange. (b) Owner and District shall construct the following infrastructure concurrently with the first phase of the Development: (i) north bound deceleration lane at U.S. Highway 81/287 NBFR and Bates Aston; (ii) north bound right turn deceleration lane at U.S. Highway 81/287 and Northstar Parkway 4D: and (iii) extension of two-way operation of U.S. Highway 81/287 NBFR to Northstar Parkway. (c) Owner and District shall construct the following infrastructure before the City approves the 841s' final platted lot within the Development: (i) convert U.S. Highway 81/287 NBFR to one-way operations; (ii) extend U.S. Highway 81/287 NBFR to Ramhorn Hill Road; and (iii) add auxiliary lane to U.S. Highway 81/287 NBFR Northstar Parkway 4D for west bound road movements. Utility and Infrastructure Agreement-Page 8 (d) Owner and District shall complete two (2) lanes of Northstar Parkway from U.S. 81/287 to Sendera Ranch Boulevard before the City issues a building permit for the 600th single-family residence within the Development in accordance with the traffic impact analysis approved by the City (the "Approved TIA"). (e) Owner and District shall complete the remaining two (2) lanes of Northstar Parkway from US 81/287 to Sendera Ranch Boulevard before the City issues a building permit for the 1,000t" single-family residence within the Development. (f) Owner agrees if the phased construction of the Property significantly deviates from PP-17-025 approved by the Plan Commission, the Transportation and Public Works Department may require Owner to update the Approved TIA and may require additional mitigation and/or amend the construction deadlines set out in Sections 5.01(a), (b) or (c), if necessary to accommodate the additional traffic impacts caused by the proposed deviations. (g) All streets within the Property and border streets shown on Exhibit E (the "Road Improvements") shall be constructed by Owner or the District to City urban design standards as provided in the Subdivision Ordinance. City and Owner agree that the street classifications shall be shown on the preliminary plat for the Property and shall be as follows: Local Streets: 50' ROW(Two-lanes: 29-ft. B-B,5-foot sidewalk on both sides) Collector Streets: 60' ROW(Two (2) lanes: 37-ft. B-B, and two (2) each 5-ft. wide sidewalk) Northstar Parkway: 110' ROW (Four (4) lanes divided: Two-(2-) lanes 28-ft. B-B, 21-ft. median, 2-lanes 28-ft. B-B, 5-foot sidewalk on one (1) side and 10-ft. shared pedestrian/bike pathway on other side of roadway) (h) The City shall not assess roadway impact fees or any other form of roadway capital recovery fee in connection with development of the Property. 5.02 Dedication. Within thirty (30) days after the District, the City, and/or Tarrant or Wise County approve Road Improvements, Owner or District shall dedicate such roads to Tarrant County or Wise County, as applicable, along with all appurtenant easements and rights-of-way. If either County does not accept such Road Improvements, the District shall assume maintenance responsibilities. 5.03 Maintenance of Bates Aston Road. Until such time as Bates Aston Road, as shown on Exhibit E, is improved by the District or Owner on behalf of the District to serve the Property, Tarrant and Wise Counties shall be responsible for maintenance of such road. Prior to commencing construction of improvements to Bates Aston Road, the Utility and Infrastructure Agreement-Page 9 District shall use its best efforts to negotiate and enter into an interlocal agreement with Tarrant and Wise Counties whereby the District will maintain the portion of Bates Aston Road serving the Property. 5.04 Repair and Maintenance of Roadway Improvements and Stormwater Infrastructure. The District shall enter into an agreement with a third party for repair and maintenance of the Road Improvements and associated stormwater Infrastructure. The maintenance agreement shall require annual evaluations of the Road Improvements and associated stormwater infrastructure commencing five (5) years after their construction, which shall be provided to the City's Transportation and Public Works Director. If deficiencies are identified in the annual evaluation, the District shall perform the required repairs at the District's cost. The maintenance period shall terminate on the first to occur of (a) annexation of the Property by the City; (b) determination by the City not to annex the Property; or (c) December 31, 2057 unless, prior to that date, the City commences annexation of the Property and completes the annexation in a timely manner in accordance with applicable statutory requirements. ARTICLE VI CONSTRUCTION STANDARDS, OPERATION, AND MAINTENANCE OF INFRASTRUCTURE 6.01 Infrastructure Standards. The Infrastructure shall be designed and constructed in compliance with: (a) the Governing Regulations; (b) the rules and regulations, if any, of the District; and (c) the rules and regulation, if any, of the TCEQ and PUC. In the event of any conflict between the Governing Regulations and the rules and regulations of the District, the Governing Regulations shall control unless otherwise agreed in writing by the Planning and Development Director. 6.02 Plan Review;Payment of Fees; and Pre-Construction Conference. (a) Construction of Infrastructure shall not commence until the plans and specifications have been reviewed and approved by the City for compliance with the Governing Regulations; a pre-construction conference has been held by the Contractor, the District's engineer, and representatives of the City's Transportation and Public Works Department; and the applicable Plan Review Fees have been paid. Site grading may commence at any time once a grading permit is received. (b) The City Water Department will allow On-Site Water Infrastructure to proceed to construction after the Off-Site Water Infrastructure is under construction. (c) Final plat may be submitted for review while the off-site and on-site construction plans are being reviewed and approved. No building permits will be issued until the Off-Site Water Infrastructure, the Off-Site Wastewater Infrastructure Utility and Infrastructure Agreement-Page 10 and the portion of the On-Site Water Infrastructure and On-Site Wastewater Infrastructure within the final platted area for which building permits are being issued are greensheeted by the City. (d) No On-Site Water Infrastructure or On-Site Wastewater Infrastructure will be greensheeted by the City until the Off-Site Water Infrastructure and Off-Site Wastewater Infrastructure are greensheeted by the City. 6.03 Community Facilities Agreements. Construction of Infrastructure shall not commence until Owner has executed a Communities Facilities Agreement and paid fees assessed in connection with the Community Facilities Agreement pursuant to the CFA Policy ("CFA Fees"), except that site grading may commence at any time once a permit is received. 6.04 Reports; Inspections. The District, or Owner on behalf of the District, shall employ a consulting engineer who will, during the construction of Infrastructure, submit to the Board, PUC, and TCEQ's executive director detailed written reports showing whether the Infrastructure is being constructed in accordance with plans and specifications and the contractor is complying with all contract documents. City inspectors or third party inspectors pursuant to the City's third party inspection process shall inspect and test the Infrastructure. The City Inspectors shall notify the District at least forty-eight (48) hours before each inspection to enable the District's engineers to be present during the inspections. The City shall cooperate with the District's consulting engineer to prepare inspection reports in a form acceptable to TCEQ and PUC. 6.05 Water and Wastewater Inspection Fees; Material Testing Fees. The Owner, on behalf of the District, shall pay in cash water and wastewater inspection fees equal to two percent (2%) of Owner and the District's share of the construction cost as stated in the construction contract (the "Construction Costs') and material testing fees equal to two percent(2%) of Developer's share of the Construction Costs,for a total fee of four percent (4%) of Owner and the District's share of the Construction Costs. Upon project completion and as condition of releasing the financial guarantee provided pursuant to the Community Facilities Agreement, Owner or the District shall pay to the City in cash the difference, if any, between four percent (4%) of the Construction Costs and the actual total inspection and material testing costs incurred by the City. 6.06 Water Infrastructure Final Inspections. The Contractor shall notify the City Inspector when the Water Infrastructure is ready for final inspection. If the City Inspector concurs that construction of the Water Infrastructure is substantially complete, the City Inspector will schedule a final inspection by the City within thirty (30) days. Upon such final inspection and correction of any punch list items and final documentation related to completion of such Water Infrastructure, written certification Utility and Infrastructure Agreement-Page 11 by the City Inspector that the Water Infrastructure has been constructed in compliance with the Governing Regulations shall constitute compliance with all inspection requirements. The City shall issue a letter to Owner and the District approving the Wastewater Infrastructure within fifteen(15) days after all requirements are met. 6.07 Wastewater Infrastructure Final Inspections. The Contractor shall notify the City Inspector when the Wastewater Infrastructure is ready for final inspection. If the City Inspector concurs that construction of the Wastewater Infrastructure is substantially complete, the City Inspector will schedule a final inspection by the City within thirty (30) days. Upon such final inspection and correction of any punch list items and final documentation related to completion of such Wastewater Infrastructure, written certification by the City Inspector that the Wastewater Infrastructure has been constructed in compliance with the Governing Regulations shall constitute compliance with all inspection requirements. The City shall issue a letter to Owner and the District approving the Wastewater Infrastructure within fifteen (15) days after all requirements are met. 6.08 Contractors. The District and Owner shall incorporate the requirements of this Article VI into written construction contracts with all Contractors. All such contracts shall provide that the City is a third-party beneficiary, allowing the City to enforce such contracts against the Contractor. 6.09 Access by City Employees. Any duly authorized employee of the City bearing proper credentials and identification shall be granted reasonable access to any Property within the Development as the City may determine necessary for the purpose of inspection and testing of the Infrastructure. 6.10 Dedication to the City; Operation and Maintenance. Within thirty (30) days after Owner and the District receive a letter from the City approving the Water Infrastructure or Wastewater Infrastructure in accordance with Section 6.06 or 6.07, respectively,the Water Infrastructure or Wastewater Infrastructure shall be dedicated to the City along with all appurtenant easements and rights-of-way. Following dedication of any portion of the Water Infrastructure and Wastewater Infrastructure to the City, the City shall have full ownership and control of such Water Infrastructure and Wastewater Infrastructure and shall be responsible for operation and maintenance of such Infrastructure at no cost to Owner or the District. 6.11 Pavement Repair Standards. In the event the Fort Worth Water Department must excavate into the roadway system maintained by the District to repair or maintain Water Infrastructure or Wastewater Infrastructure, the Water Department will repair the roadway utilizing the standard residential street permanent pavement repair details stated below and shown on the exhibits D521 and D523 attached hereto as Exhibit F. For asphalt streets, this includes an 8" thick 2 sack concrete cap followed by Utility and Infrastructure Agreement-Page 12 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. 6.12 Plumbing Requirements. All plumbing infrastructure for structures constructed within the Property shall comply with the City's plumbing code in effect when the structure is constructed, including without limitation permit requirements. 6.13 Oversizing_of Infrastructure. The City shall not require Owner or the District to design or construct at their expense (or pay for designing and constructing) Infrastructure that exceeds the capacity needed to serve the Property except in accordance with this Section 6.13. Owner and the District shall oversize Infrastructure to exceed the capacity needed to serve the Property at the City's request, provided that, the City (i) notifies Owner and the District of the request for oversizing before Owner and the District commence designing such Infrastructure; and (ii) the City Council approves the oversizing and appropriates funds to pay the City's pro rata portion of all costs of such Infrastructure as monthly contractor pay requests are processed. 6.14 As-Built Drawings. The District and Owner shall deliver as-built drawings for Infrastructure to the City's Water Department or Transportation and Public Works Department, as applicable, within thirty (30) days after final inspection of such Infrastructure. ARTICLE VII MISCELLANEOUS 7.01 Governing Law; Jurisdiction and Venue. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY, TEXAS AND HEREBY SUBMIT TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY AND AGREE THAT ANY SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING HEREUNDER. 7.02 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 Utility and Infrastructure Agreement-Page 13 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 City: City of Fort Worth,Texas Attn: City Secretary 200 Texas Street Fort Worth, Texas 76102 City of Fort Worth,Texas Attn: City Manager 200 Texas Street Fort Worth, Texas 76102 City of Fort Worth, Texas Attn: Water Director 200 Texas Street Fort Worth,Texas 76102 To the District: Allen Boone Humphries Robinson LLP 1108 Lavaca Street-Suite 510 Austin, Texas 78701 Attn: Lynne Humphries, Michelle Bryan, and Angela Lutz To Owner: Northstar Ranch, LLC Attn: Tim Fleet 3045 Lackland Rd. Fort Worth, Texas 76116 Utility and Infrastructure Agreement-Page 14 7.03 Assignment. (a) Neither the District nor the City may assign this Agreement without the written consent of the other Parties. (b) The 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 any person or entity (an "Assignee") without the consent of the City or the District provided that the following conditions are satisfied: (i) Assignee is a successor owner of any portion of the 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 Infrastructure from bonds issued by the 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 G; (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 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. 7.04 No Third Party BeneficiarX. 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 District, and the Owner. Utility and Infrastructure Agreement-Page 15 7.05 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 District. 7.06 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. 7.07 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. 7.08 Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of the Agreement. 7.09 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,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. 7.10 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. Utility and Infrastructure Agreement-Page 16 (b) The breaching Party shall commence curing such breach within fourteen (14) calendar days after the time the breaching Party receives such Notice and complete the cure within fourteen (14) calendar days from the date of commencement of the cure; however, if the breach is not reasonably susceptible to cure by the breaching Party within such 14-day period, the non-breaching Party shall not bring any action so long as the breaching Party has commenced to cure the default within such 14-day period and diligently completes the cure within a reasonable time without unreasonable cessation of the work. (c) If the breaching Party does not substantially cure such breach within the stated period of time, the non-breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, seek an action under the Uniform Declaratory judgment Act, specific performance, mandamus, injunctive relief, and other remedies described in this Agreement; provided, however, that the non-breaching Party shall not be entitled to terminate this Agreement and each Party specifically waives any right such Party has or in the future may have to terminate this Agreement, except as provided in Section 7.15. It is understood and agreed that no Party shall seek or recover actual, consequential or any other type of monetary damages or awards, including but not limited to attorney's fees, in the event that any Party brings suit under or related to this Agreement. (d) The Parties acknowledge that this Agreement is subject to the provisions of Subchapter I, Chapter 271, Texas Local Government Code, Sections 271.151, et seq. By execution of this Agreement, neither the City nor the District waives or surrenders any of their respective governmental powers, immunities or rights, except as specifically waived pursuant to this subsection or by law. Nothing in this section shall waive any claims, defenses or immunities that the City or the District has with respect to suits against the City or the District by persons or entities not a party to this Agreement. 7.11 Interpretation. The Parties acknowledge that each Party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. As used in this Agreement, the term "including" means "including without limitation" and the term "days" means calendar days, not business days unless otherwise expressly stated. Wherever required by the context, the singular 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. 7.12 No Toint 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. Utility and Infrastructure Agreement-Page 17 7.13 Counterpart Originals. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. 7.14 Effect of Agreement. This Agreement supersedes any prior understandings or written or oral agreements among the Parties and their affiliates, concerning the subject matter hereof. 7.15 Termination of Agreement. Owner may terminate this Agreement in the event the District is dissolved. This Agreement shall terminate on annexation of the Property by the City (the "Termination Date"). 7.16 Compliance With District Creation and Operation Agreement. Execution of this Agreement satisfies the obligation by Lackland Holdings LLC, to cause the District to enter into a Utility Agreement relating to the provision of water and wastewater service to the Development and the construction, ownership, operation, and maintenance of water and wastewater Infrastructure pursuant to the Agreement Concerning Creation and Operation of Far North Fort Worth Municipal Utility District No. 1 (CSC No. 47559). 7.17 Reservation of Rights and Claims. Owner and District do not,by entering into his Agreement, waive any rights arising under Chapter 245 of the Texas Local Government Code, as amended, Chapter 43 of the Texas Local Government Code, as amended, or any other provision of law. 7.18 Exhibits. All exhibits attached to this Agreement are incorporated into this Agreement by reference for the purposes set forth herein, as follows: Exhibit A Map of the Property Exhibit B Legal Description of the Property Exhibit C Off-Site Water Infrastructure Exhibit D Off-Site Wastewater Infrastructure Exhibit E Roadway Improvements Exhibit F Pavement Repair Standards Exhibit G Assignment and Assumption Agreement 7.19 The Agreement shall be effective upon execution by all Parties (the "Effective Date"). Utility and Infrastructure Agreement-Page 18 IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its undersigned duly authorized representative in multiple copies on the date or dates indicated below. ATTEST: CITY OF FORT WORTH M ` F0RY T .......... Mary J. Kayser, City S �t a'... Jay Chapa, Assistant City Manager e: 1drl� Vj� �`XAS APPROVED AS TO FORM AND LEGALITY: Assistant Lity Attor y STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me, on the ay of 2017, by Jay Chapa, Assistant City Manager of the City of Fort Worth, Texas on behalf of said city. Not&ry Public, State of Texas :;`'' •`': MARIA S.SANCHEZ :. My Notary ID#2256490 5 SQn Expires December 19,2021 Printed Name: Q�i� -- nn� z My Commission Expires: OFFOCIAL RECORD Utility and Infrastructure Agreement-Page 19 CITY SECRETARY FT.WORTH,TX NORTHSTAR RANCH, LLC By: Name: ALA= Its: eqt— Date: 91M/A0 j 7 STATE OF TEXAS § COUNTY O § This instrument was ad--owledged before me, on the 2q day of m lot r 2017, by _ — CnlI of Northstar Ranch, LLC, on behalf of" such limited liability company. Notary Public, State of Texas L Printed Name: t n-G WW4S . TI My Commission Expires:�C 1141 a o 2. �' " NA MICHELLE'� LEWIS Notary Pu iic, State p �^I b o Texas orn•,'' c+��t+r C Notary l ExPires 06-16.2021 ID 125179689 OFFICIAL RECORD CITY SECRETARY Utility and Infrastructure Agreement-Page 20 FT.WORTH, TX Pursuant to Article IV of the Agreement Concerning Creation and Operation and following the District Confirmation Date, the District has executed the Agreement. FAR NORTH FORT WORTH MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT AND WISE COUNTIES By: Pgs resident, oar of D' ctors Date: l� �''� ATTEST: By: Secretary, Board of Directors Date: STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me, on the ?Iday of 2017, by O-rW , President, and , Secretary, Board of Directors of Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties, on behalf of said district. 1 Notary Public,State of Texas [SEAL] Printed Name: M.q_ M. U LAA'S My Commission Expires: (�Ul OFFICIAL RECORD Utility and Infrastructure Agreement-Page 21 CITY SECRETARY FT.WORTH,TX Exhibit A Map of the Property Exhibit A to Utility and Infrastructure Agreement EXHIBIT'A' MAP OF THE PROPERTY r � r J Z J Z � 7 o Z � o r U z w Q N Zg1 3 JS6�SIN�55� i TRACT 3 283.768 AC qS E�O�s9 BATES-ASTON ROAD NNORSNERNS�P�f TRACT 2 47.266 AC e `WOZO i i TRACT 1 i 388.869 AC i WISE COUNTY LIMIT DENTON COUNTY LIMIT d I r r zm tZ> TRACT 4 w o w o 13.745 AC �u oQ (� 0 o w mE U U F 5 FAR NORTH FORT WORTH ° 75D 15°° MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET PELOTON ''' LAND SOLUTIONS c x �»� IFOA, STM.x,s,nle,,. 08/28/2017 Exhibit B Legal Description of the Property Exhibit B to Utility and Infrastructure Agreement Far North Fort Worth.MLTD 1 TRACT 1 BEING a 388.869 acre tract of land in the M. Ashton Survey, Abstract Number 8 T, the M Ashton Survey, _Abstract Number 1 W, the M.E.P. & P. Railway Co. Survey, Abstract No. 1136,the Charles Fleisner Survey,Abstract No.310 T,and the Charles Fleisner Survey,Abstract No. 541 W, situated in Tarrant and VTise Counties, Texas, and being a portion of that certain tract of land described in deed to Sarah Wilson, Exec_, :recorded in'volume 11888, Page 192, County Records, Tarrant County, Texas, and being further described in deed as 'Tract One, recorded in Volume 9300, Page 516, Deed Records, Tarrant County, Texas. The bearings for this survey are based on the bearings as they appear in Volume 9300, Page 516, Deed Records, Tarrant County,Texas.Said 388.869 acre tract being desedbed by metes and bounds as follows: BEGINNING at a% iron rod with plastic cap stamped"RPLS 4818" set at the northwest comer of Lot 21, Block 6, The Higbiauds at Willow Springs, an addition to Tarrant County, Texas, recorded in Cabinet A, Slide 61.00, Plat Records, Tarrant County:, Texas, and being in the easterly right of way line.of Fort Worth to Denver Burlington Railroad,a 100' right of way; THENCE North 21°33'15"West, with the said easterly right of way line, a distance of 4378.56 Feet to a Y2"iron,rod found at the northwest corner of said Tract One; THENCE South 89°54'51" East, departing the said easterly right of way line, and continuing along the ziorth line of said Tract One, a distance of 1281.47 Feet to a'1/2" iron rod with plastic cap stamped"RPLS 4818"set; THENCE departing the said north at, and continuing over and across said Tract One, the following.courses and distances; South`29°16'31" East, a distance of 1807.13 Feet to a W..' iron rod with plastic cap stamped"RPLS 4818"set; South 89054'51" East, a distance. of 1683.01 Feet to a '/2" iron rod with plastic cap stamped"RPLS 4818"set; North 0°49'54"East,a distance of 1084.55 Feet to a 1/2".iron rod with plastic cap stamped 'WLS 4818" set at the southeast comer of that certain tract of land described in deed to Jack W. Wilson.Family Trust, recorded in Volume 11464, Page 683, Deed Records, Tarrant Cocuity, Texas, and Sara.H. Wilson Grantor Trust "A" and the.SaraFl; Wilson Grantor Trust "B", recorded in County Clerks Instrument No, D205303748, Deed Records;Tarrant County,Texas; THENCE North 0'02'11"'West,along the east line of said Jack W.Wilson Family Trust& Sara Wilson Grantor Trust tract, a distance of 490.46 Feet to a Y-z" iron rod with plastic cap stamped "RPLS 4818"set in the north line of said Tract One; THENCE South 89°54'51" East, with the north line of said Tract One, a distance of 1724.50 Feet; THENCE departing said north Line and continuing over and across said Tract One, the following courses and distances: South 1°I2'54"West,a distance of 1560.72 Feet; South 87°56'55"East,a distance of 397.34 Feet to the east line of-said Tract One; THENCE South 0'06'11" West, along said. east line, a distance of 2108.60 Feet to an "x' cut set; THENCE South 32°39'17" West, a distance of 482.26 Feet to an"x"cut set in the centerline of Willow Springs Road(County Road.4109),a 12,0'public right of way; THENCE North 89°38'41" West, departing said centerline, and continuing over and across said Willow Springs Road,passing at-a distance of 50,:00 Feet the northeast corner of Block 5,of said The Highlands at Willow Springs Addition, and the west right of way line of said Willow Springs Road, and continuing along the north line of said Block 5,for a total distance of 4066.95 Feet to the POINT OF BEGINNING and containing a computed area of"388.869 Acres,more or lass. Compiled from field ties and record data on June 1,2016 by Whitfield-Bali Surveyors. A survey exhibit of even survey date accompanies this description. Johnny D.L:Williams c Registered Professional Land Surveyor Y Texas Registration Number 4818 TBPLS Firm Reg.;No. 10138500 x 1 RACT2 BEING a 47.266 acre tract of land in the M. Ashton Survey, Abstract dumber 8, and the Charles Fleisner Survey,Abstract No.541,situated in Tarrant County,Texas, and being a portion of that certain tract of.land described in deed to Sarah Wilson,Exec.,recorded in Volume 11888, Page 192, County Records, Tarrant County, Texas, and being further described in deed as Tract Two, recorded in Volume 6404,Page 638,Deed Records,Tarrant County, Texas.The bearings for this survey are based on the bearings as they appear in Volume 9300., Page 516, Deed Records, Tarrant.County,Texas.Said 47.2.66 acre tract being described by metes and bounds as follows: BEGI24NING at.a Yz" iron rod found at the southeast corner of said Tract Two, at the.northwest comer of Lot 50, Block 4, Haslet Heights it an Addition to Tarrant County recorded in Cabinet A, Slide 3468, Plat Records, Tarrant County,Texas, and being in the westerly right of way line of Fort Worth to Denver Burlington Railroad, a 100' right of way, and being in the south line of the said Fleisner Survey, THENCE North 89°22'.3 8"West, with the south line of said Tract Two, and along the north line of Said Block 4, a.distance of 1521..47 Feet to a YZ" iron rod set at the southwest corner of said Tract Two on the occupied east right-of-way line of Aston Bates Road, .a variable width public right of way; THENCE .North 9°04'41" East; with the west line of said Tract Two, and along the said east right-of-way line, a distance of 2472-95 Feet to a:IPT' iron rod with plastic,cap stamped"RPLS 4818"set at the northwest corner of said Tract Two; THENCE South$938'46"East, with the north line of said Tract Two, a distance of 161.61 Feet to a %"iron rod with plastic cap stamped "RPLS 4818" set at the northeast comer of said Tract Two,and being in the said westerly right of way line, THENCE South 21031'53" with the cast line of said Tract Two, and said westerly right of way line,a distance.of 2641..87 Feet to the POINT OF BEGINNING; and containing a:computed area of 47.266 Acres,.more or.less. Compiled_from field ties and record data on February 2, 2016 b.y Whitfield-Hall Surveyors. A survey exhibit of even survey date atx)ompames this description. r cr Johnny D.L.Williams Registered Professional band Surveyor Texas Registration Number 4818 is TBPLS:Firm Reg-No.10138500 aa ' TRACT 3 BEING a 283.758 acre tract of land in the Charles Fleisner Survey, Abstract Number 310, the T& P Railway Company Survey, Abstract No. 1035 W, and; the T & P Railway Company Survey, Abstract No. 1575 T,situated in Tarrant and Wise Counties, Texas,and being a portion of that certain tract of land described in deed to Sarah Wilson, Exec. Recorded in Volume 11.888, Page 192,Deed Records, Tarrant County, Texas. The bearings for this survey are based on the bearings as they appear in Volume 9300,Page 516,Deed Records,Tarrant County,Texas. Said 283.768 acre tract being described by metes and bounds as,follows: BEGINNING at a concrete monument found at the northeast corner.of Aston Meadows,Phase 1, an addition to Tarrant County,recorded in Cabinet A, Slide 6833,Plat Records,Tarrant County, Texas, and.-being.on the occupied west right-of-way line of Aston Bates Road, an undedicated public right of way with a fenced right of way of 60 feet; THENCE North 87°56'55" West, along the north line of said Aston Meadows Phase 1,' a distance of 3079.92 Feet to a 112"iron rod found at the northwest comer of said Aston Meadows, Phase One; THENCE South 1°01'53" West, along the west line of the said Aston Meadows Phase 1, a distance of 350.42 Feet to a bolt in stone found at the northeast comer of Haslet Heights Phase Ill, an addition to Tarrant County, recorded in Cabinet ,A, Slide 3327, Plat Records, Tarrant County,Texas; THENCE North 89°44'59" West, along the north line of the said Haslet Heights Phase IIT, a distance of 1354.54 Feet to a 518" iron rod found at the northwest corner of the said Haslet Heights, Phase III,on the east right-of-way line of U.S. Highway 287 &Highway 81, a variable width right of way; THENCE continuing along the said east.right-of-way line the following courses and distances: North 13°06'27"West,a distance of 467.80 Feet to a concrete TxDot Monument; North 18003'06"West, a distance of 1920.06 Peet to a 5/8"iron rod found on the south line of that certain tract described in deed to Roberta Lindsey and further described, in section three, as.First tract, and recorded in Volume 2093, Page 414,:Deed :Records, Tarrant County, Texas, for the most westerly northwest corner of the Iherein described tract; THENCE continuing along the southerly, and westerly lines of the said Roberta Lindsey tract the following courses.and distances: South 89°49'58" East, along the .said south line and generally along a fence line, a distance of 7,06758 Feet to a fence comer; North 0'07'17"East,a distance of 1614.83 Feet to a fence corner; South 89°36'38"East, a distance of 1330.65 Feet to a fence corner found on the occupied west right-of-way of the said Aston Bates Road; TEENCE continuing along the said occupied west right-of-way line the following courses and distances: South 39°55'19"East,a distance of 340-66 Feet to a fence comer, South 39°45'44"East, a distance of 370.78 Feet to a fence comer, South 36°55'41"East,a distance of 179.36 Feet to a fence comer, South 32°3949"East,a distance of 190.17 Feet to a fence comer, South 28°07'34"East,a distance of 182..81 Feet to a fence corner; South 25°19'38"East,a distance of 190.40 Feet to a fence comer, South 21'44'55"East,a distance of 27259 Feet to a fence comer; South 21'29'26"East,a distance of 1997.02 Feet to a fence corner; South 15°29'09"East,a distance of 102.17 Feet to a fence comer, South 10°43'28"East,a distance of 186.80 Feet to a fence corner; South 755'11" East, a distance of 70.96 Feet to the.POINT OF BEGINNING, and containing a computed area of 283.758 Acres,more or less_ Comped from field ties and record data on February 1,2016 by Whitfield Hall Surveyors. A survey Exhibit of even survey date accompanies this description. Johnny D_L..Williams Registered Professional Land Surveyor Texas Registration Number 4818 nrnaxY'a� ern�uja■ TBPIS Firrn Reg.No. 10138500 pus ' Tract 4 Description of 13.745 Acres of Land BEING a 13.745 acre tract of land in the M. Ashton Survey, Abstract Number 1 (Denton County) Denton County, Texas, and being a portion of that certain tract of land (Tract 1) described in deed to Northstar Ranch, LLC., recorded in Instrument Number D217014069 of County Records, Tarrant County, Texas and Instrument Number 2017-7539 of Real Property Records, Denton County,Texas and being more particularly described by metes and bounds as follows: BEGINNING at the northeast corner of said Tract 1 being the southeast corner of that tract of land described by deed to Mary Lou Livengood recorded Volume 109, Page 448 of said Real Property Records and being in the west line of that tract of land described by deed to Sendera Ranch A2A Development, LLC recorded in Instrument Number 2014-61437 of said Real Property Records; THENCE South 00'06'11" West, 1574.05 feet with the east line of said Tract 1; THENCE South 87`56'55" West, 397.34 feet, departing the said east line, to the approximate county line of Denton and Wise counties; THENCE North 01°12'54" East, 1560.72 feet,with said common line,to the north line of said Tract 1; THENCE North 89°54'51" East, with said north line, to the POINT OF BEGINNING and containing 13.745 acres, more or less. August 28, 2017 Exhibit C Off-Site Water Infrastructure Exhibit C to Utility and Infrastructure Agreement EXHIBIT'C' J I_1 I i OFF-SITE WATER INFRASTRUCTURE r--1' %ij�� I ------------- co I � � ;�'� NORTHSTAR NORTHSTAR l�l I � i ! � � 7 '"�` \ "'T 0. J o IN CO RT �\ ;\ ! < VOND`d E H D F a FAR NORTH FORT WORTH CRUMB ELEVATED 0 500 1000 MUNICIPAL UTILITY DISTRICT NO. 1 WATER TANK GRAPHIC SC ALE IN FEET a 1 PELOTON I LAND SOLUTIONS c I 06/06/2017 s Exhibit D Off-Site Wastewater Infrastructure Exhibit D to Utility and Infrastructure Agreement EXHIBIT 'D1' OFF-SITE WASTEWATER INFRASTRUCTURE I � 'I�+' ...�� NORTHSThR • �'J /' ------ j rr` �' -IIiIIIIiI I IIiIiIi' III ; it PROPOSED 10 FORCE MAIN / ;L�' \i •�h I / Cn >,/ !I� i O F J l r `may %•� - -72 ,, -`` I �O AVONDALE HASLET ROAD o - PROPOSED 10" FORCE MAINLu iL 177 ZI 'II I ! OFFSITE 10"FORCE ; ~_ MAIN±14,300 LFII Q I I U OSI I PROPOSED 10" T' Q I i I FORCE MAIN�;' .. i O II J z I ( 1 o JIf I f i�� : I '. I ,, END FORCE MAIN EGIN GRAVITY MAIN II I I ;SEE EXHIBIT'D 2' ✓� PROPOSED 12 \21 ' �� j' FOR CONTINUATIONELUNGTON ��� GRAVITY SEWERy R ski ` q i •%��i� ate- v.. L. Veit I-ffl �fffTTT1T';]_�,! i o a FAR NORTH FORT WORTH 0 900 1800 MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET g P E LOTO N II' LAND SOLUTIONS x 08/28/2017 0 EXHIBIT'D2' OFF-SITE WASTEWATER INFRASTRUCTURE PROPOSED 10" I j l FORCE MAIN t END FORCE MAIN f Ells•'; '" BEGIN GRAVITY MAIN WELLINGTON I ` ` ^•, `;� Y II —"�!"�.��:�•�•j� I G 4•^ate-iT,:�iiti'�j�`.? ,`} ,I : I I 287, 71 i-� �T•n'L�•.::.w::�.� , I.'I:I: .'..>".'%c':%':,;t:'. I ! it I. I �I , •'Til ��, � is .I I w' 'BLUE MOUND ROAD W ! I i �.`. LFT 00 �I O J I �! I /i `•�` '-�`• ,! Imo' I ! f r I Qp `\ t I _it i YOB v Q I ,I I', � I•I. I�z��'r�',����J � � Ir O r'—i I I ! '' III I ��/ i� •4, \`� !I O 1: 2 ` . Y':;'• '�� '`i cnI(—?'• : . I i I I +�"; I j j I� Lln ��' I I C./�i' l � ''tel'\���l^•%' '�` �'mom-' �;>'r> Ir � li;� I .}'�,�'•jc L�j l,�% •�, ''fit, p tr.y�^`-,",�-�,�'�.•: y^«,j wli\.\✓�'�`v�,� `\ I I i/ (�/-.;1�)fl�J/�/j\���+ 'I I J i �''T�I`��.�i'� �•_�V PROPOSED 12"-21:_/,H' GRAVITY SEWER <2 c' BONDS RANCH ROAD I �I I BONDS RANCH: \ ROAD ::\,"\ �— _ 'P�1ol, OFFSITE 12"-21"GRAVITY \ SEWER MAIN±21,500 LF I 2\ y .\. Ei FAR NORTH FORT WORTH ' 900 1900 r-----I i F w MUNICIPAL UTILITY DISTRICT NO. IL`GRAPHICSCALE INFEET P E L O T O N CONNECT TO EXISTING IIIII LAND SOLUTIONS i 27"SANITARY SEWER I 06/26/2017 o .:,.,.oaDvrnrrshaolron.woRTM.rx�nnlms�,v.© I ��-'� � i� Exhibit E Roadway Improvements Exhibit E to Utility and Infrastructure Agreement EXHIBIT'E' ROADWAY IMPROVEMENTS J Z 0 O Z � Oto O Z W K U) Zgl Q 5HV51"E'S v tl "tlllll �I I Itil III ��11 ill II II I I I 1\tt 1 HI I I < I I •III'• �•.; 'yjy :.t j 1 I III' Ilil I ttit, t I\•11•`� R°g25 """S"ISTON qO� Opo I ' NORTHSTAR N tt,J I Oa�N��l,/ • PARKWAY LEGEND NORTHSTAR PARKWAY 4 COLLECTOR STREET I LOCAL STREET 1 \ I III I I nl ,( WISE COUNTY LIMIT DENTON COUNTY LIMIT i w �ftZg o' °� QZ wZ o p Z' roZ u u 'N.19,01, F FAR NORTH FORT WORTH o Iso 1500 MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET PELOTON g' I LAN D SOLUTIONS c 2 08/28/2017 01 Exhibit F Pavement Repair Standards Exhibit F to Utility and Infrastructure Agreement V.10"OEFORMEO BARS DOWELED AND EPO.YED MIN. CONSTTVCTION JOINT MTM TRENCH REPAIR LIMITS 8'NY O EXISTING PAWNEMT SCONE JOINT SEALANT JOINTING SMALL uATC'1 ®la )OX TP. .(T ) PEfUA 37 1y I3-D518 (TYP.) CLASS'H'CONCRETE EXIS7ING LOCATIONS C.ISTNG CXISTINC TREATED "'NE PCR SECTION J2 ANO TYPES AS CONCRE FE SUOCRAOC{IF ANY} 13 Id DR'HESS IF 'ROS ELY AS P0558O 1 YELY AS P0558O 1PAT£NEUT OESICNftiED ON ORAMNGS 8�BARS 0 10'O,C.GW. NOTE' FOR CONCRETE STREETS<10 i'!tyax + aa•hM J,rlili` X`.n%�,a+"1P'l.,t t. (�u1> ,"' YRS OLD OINENSION %5MALL Il /!/ YCL%i•;•.,.tl .y<,i.I III T^l�ntl J•i7,NI) fI iT!r� ...R(...::�ti' t3:J.�r}'15 it•P,Si;,�r::l*.:).,.1'1`+r!.r1�1:iS.GjtY:;:,�%rl���14���t EXTENT)TO END OF PANEL. OT 67MERMSE'."SNAU BE 12" STAQ10TH AN0. _ THICKNESS TESTING' - (� UNDISTURBED MALL OE PCRFORMEO SVOORADE PER SECTION J2 I7 IS OACRFILL MATERIAL TRENCH WALL FORT NORTH CITY OF FORT WORTH,TEXAS REVISED:08.31-2012 CONCRETE PAVEMENT TRENCH REPAIR- RESIDENTIAL STREETS 32 01 29-0523 NOTE TO DESIGNER: "ERE ASPHALT CASTS OVER CONCRETE PAWMEPIT,THC ENGINEER SHALL PREPARE:A PROJECT SPECIFIC Det—APPROVED 11Y Tp /,W. SAW— T (TTP,) 7 EASRNC TREATED TRENCH REPAIR UAN 75 TAMING AC SVGORAOE IF ANY IIYL ( ) CQVCRETE BASE 4ATERIAL PAVC?JCNT tOq fRCNCH RCP AIR PCR TACK COAT 5[CTIOH GJ 74 ifi ir,yi/r/i% •`ty:I.y,`,1�:<a;1{t_rci E•:.f'�'-. C1Y A o$;q it .G�.,)) ))F,_ .1.J�n i, ,,:.•,LSA`,,y;.,:.[�.; 4; PROVIDE DENSITY AND TFIICRNESS TESTWC - — PER SECTION 32 12 19 VNDISIVR8E0 PMT"I _ 5VB09AOC BACKERL MAKRIAL TROYCH WALL ORT 1YQ�T CITY OF FORT WORTH,TEXAS REViSEO:08.31.2012 ASPHALT PAVEMENT"TRENCH REPAIR �2 Q1 17 D521 RESIDENTIAL STREETS Exhibit G Assignment and Assumption Agreement 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 Owner under that certain Utility and Infrastructure Agreement between the City of Fort Worth, Northstar Ranch, LLC and Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties (City Secretary Contract No. M & C L-16059) effective as of 2017 (the "Agreement") to the extent that the Agreement covers, affects, and relates to the lands described on Exhibit A attached hereto (the "Transferred Premises"). B. Assignor desires to assign certain of its rights under the Agreement as it relates to the Transferred Premises to Assignee, and Assignee desires to acquire such rights, 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 meanings ascribed to them in the Agreement. 2. Assignment. Subject to all of the terms and conditions of this Assignment, Assignor hereby assigns all [or describe specifically assigned rights if partial] of its rights under the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred Premises. 3. Assumption. Assignee hereby assumes all obligations of Assignor and any liability that may result from acts or omissions by Assignee under the Agreement as it relates to the Transferred Premises 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 G to Utility and Infrastructure Agreement 4. Governing 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 Assignment may be executed in multiple counterparts, each of which shall be deemed to be an original. 6. Notice to City. A copy of this Assignment shall be provided to the City within fifteen(15) days after execution. 7. BindingEffect.ffect. This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignees and their respective heirs, personal representative, successors, and assigns. EXECUTED as of the day and year first written above. ASSIGNOR: By: Printed Name: Title: ASSIGNEE: By: Printed Name: Title: Exhibit G to Utility and Infrastructure Agreement STATE OF TEXAS § § COUNTY OF § SWORN TO AND SUBSCRIBED before me on the day of , 20 by Notary Public,State of Texas STATE OF TEXAS § § COUNTY OF § SWORN TO AND SUBSCRIBED before me on the day of , 20 by Notary Public,State of Texas Exhibit G to Utility and Infrastructure Agreement Exhibit A Transferred Premises