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HomeMy WebLinkAboutContract 49783 Q CITY SECRETARY , CONTRACT NO. ( DEVELOPMENT AGREEMENT BETWEEN THE CITY OF FORT WORTH,TEXAS AND NORTHSTAR RANCH,LLC FOR THE FAR NORTH FORT WORTH MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT AND WISE COUNTIES THE STATE OF TEXAS § § COUNTIES OF TARRANT AND WISE § This Development Agreement (this "Agreement") is entered into by the City of Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton, Johnson, Parker and Wise Counties, Texas (the "City"), acting by and through its duly authorized Assistant City Manager, and Northstar Ranch, LLC, a Texas limited liability company ("Owner"). ARTICLE I RECITALS A. Owner is the owner of approximately 733.648 acres of land in Tarrant, Denton and Wise Counties, Texas, in the City's extraterritorial jurisdiction ("ETI") as shown on Exhibit A and described in Exhibit B attached to this Agreement (the "Pro er "). B. Owner intends to develop the Property in the City's ETJ as a mixed-use master-planned community to be known as "Northstar" (the "Development"). C. The Property is encompassed by Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties, created by order of the Texas Commission on Environmental Quality ("TCE ") dated January 12, 2017. The District encompassed 719.903 acres upon its creation. The District annexed 13.745 acres upon approval by the City Council of the City of Resolution No. 4829-08-2017 on August 15, 2017, consenting to such annexation. D. Owner, the District and the City have entered into a Utility and Infrastructure Agreement,as hereafter defined,setting out the terms under which Owner and the District will construct roads and water,wastewater, and drainage infrastructure to serve the Property and the City will provide retail water and wastewater service to the Property. E. The purposes of this Agreement include encouraging innovative and comprehensive master-planning of the Development, providing for amenities and enhanced development requirements; and providing assurances that the Development Development Agreement for Northstar Ranch -Page 1 OFFICIAL RECORDCITY SECRETARY FT.WORTH,TX will remain in the City's ETJ for the term of this Agreement, except for any commercial property annexed for the limited purpose of collecting sales and use tax. F. The Parties have the authority to enter into this Agreement pursuant to Section 212.172 of the Texas Local Government Code. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties agree as follows: ARTICLE H DEFINITIONS "Assignee" means a successor to Owner as defined in Sections 10.02 and 10.03 of this Agreement. "BuildingCodes"means building,plumbing,electrical,mechanical,and fire codes adopted by the City and uniformly enforced within the City's corporate boundaries, as amended after the Effective Date, and any subsequently adopted local amendments to uniform building, fire, electrical, plumbing or mechanical codes that are uniformly applied to similarly situated development within the City's corporate boundaries, as amended after the Effective Date, except any amendments from which the Development is exempt pursuant to Chapter 245 of the Texas Local Government Code. "CFA Policy" means the City's "Policy for the Installation of Community Facilities" as amended March 20, 2001 (M&G-13181) and as further amended from time to time, except any amendments from which the Development is exempt pursuant to Chapter 245 of the Texas Local Government Code. "Commercial Tract" means Tract A shown on the Development Plan and described in Exhibit C. "Development" means the mixed-use master-planned development to be developed on the Property. "Development Plan" means Exhibit D attached to this Agreement identifying various tracts within the Development. "District" means Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties. "Effective Date" means the date this Agreement is fully executed by the City and Owner. "ETT" means the extraterritorial jurisdiction of a city as defined by the Texas Local Government Code, as amended, with the City's ETJ being an unincorporated area Development Agreement for Northstar Ranch-Page 2 presently extending five miles from the City's corporate limits, excluding other incorporated municipalities and their respective ETf s. "Existing Infrastructure Cost-Sharing Fees" has the meaning set out in Section 6.04(e). "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. "Future Infrastructure Cost-Sharing Fees" has the meaning set out in Section 6.04(f). "Governing Regulations" means all City ordinances, regulations, policies, manuals and other requirements governing development of the Property, applicable within the City's corporate limits on the Filing Date,subject to Section 3.01,and excluding the Subdivision Regulations and Building Codes. "Infrastructure" means water, wastewater, drainage, roadway and other infrastructure improvements installed or constructed by Owner or the District to serve the Development. "Large Retail Store"means a store for the retail sale of merchandise to the general public with a footprint exceeding 50,000 square feet, including without limitation a general merchandise store, antique shop, appliance sales or supply store, new or used clothing store, new or used furniture store, greenhouse or plant nursery, grocery store, or facility for general retail sales. A large retail store that sells to members only or that also offers merchandise at wholesale is not excluded from this definition. "Lender" means a person or entity that receives a collateral assignment, pledge, security interest, lien, or other encumbrance of or in all or any part of the Property or in any Owner's or Assignee's rights under this Agreement to secure repayment of a debt or performance of an obligation by such Owner or Assignee. "Lot Owner" means any "end-buyer of a fully developed and improved lot" within the Property as such phrase is used in Section 212.172(f) of the Texas Local Government Code. A Lot Owner is neither an Owner nor a Party and is bound by this Agreement in accordance with Section 10.04. "Notice" means notice as defined in Section 10.01 of this Agreement. "Owner" means Northstar Ranch,LLC, a Texas limited liability company, and its successors and Assignees permitted by this Agreement,but does not include Lot Owners. Development Agreement for Northstar Ranch-Page 3 "Party" means, individually, the City, Owner or Owner's successors and Assignees permitted by this Agreement,but does not include Lot Owners. "Pro er " has the meaning set out in Recital A. "Residential Lot" means a final platted lot within the Residential Tracts. "Residential Tracts" means all property within the Development, save and except the Commercial Tract. "Subdivision Regulations" means the City's Subdivision Ordinance No. 17154-09- 2006 and the Plan Commission Rules and Regulations in effect on the Filing Date and including all amendments to the foregoing regulations that are adopted after the Filing Date, except any amendments from which the Development is exempt pursuant to Chapter 245 of the Texas Local Government Code. "Utility and Infrastructure Agreement" means that certain agreement entered into by the City, the District and Owner effective concerning retail water and wastewater treatment services to the Property by the City and construction of Iinfrastructure to serve the Property (CSC No. ). "Zoning Ordinance"means Ordinance No. 13896,together with any amendments thereto that are in effect on the Filing Date, codified as Appendix "A" to the City Code. Further, "Zoning Ordinance" includes all amendments to the foregoing regulations that are adopted after the Filing Date, except any amendments from which the Development is exempt pursuant to Chapter 245 of the Texas Local Government Code. ARTICLE III DEVELOPMENT REGULATIONS 3.01 Applicable Regulations. The Property shall be developed in accordance with (a) the Development Plan attached as Exhibit D as amended from time in accordance with Section 3.03; and (b) the Subdivision Ordinance; and (c) the Building Codes;and (d)the Governing Regulations,provided,however, (i)regulations governing natural gas drilling do not apply to the Property, except as set forth in Section 3.07; and (ii) only the provisions of the Zoning Ordinance expressly identified in Sections 3.02, 3.05,3.06, and 3.09 in effect on the Filing Date apply to the Property. 3.02 Land Use and Development Regulations. The Property shall be developed as follows: (a) The Commercial Tract shall be developed in accordance with the permitted uses and development regulations applicable to the "E" Neighborhood Commercial District as reflected in the nonresidential use table set out in Section 4.803 and Section 4.901 of the Zoning Ordinance as of the Filing Date, plus large retail stores in accordance Development Agreement for Northstar Ranch-Page 4 with Section 5.134 of the Zoning Ordinance in effect as of the Filing Date, private or non- profit community centers, cocktail lounge, gun smithing (repair or sales), saddle or harness (repair or sales), retail auto parts supply, service station, portable sales or construction trailer, brew pub, produce market, mini-warehouse and accessory uses permitted in accordance with Section 3.05. (b) The Residential Tracts shall be developed in accordance with the uses permitted in the"A-5" One-Family District,as reflected in the residential use table set out in Section 4.603 of the Zoning Ordinance as of the Filing Date, plus kindergartens, day care centers, and private or non-profit community centers, and accessory uses permitted in accordance with Section 3.05. (c) Owner may construct a maximum of 2,128 single-family dwellings on the Property with a variety of residential lot sizes, as follows: (i) A maximum of 1,564 lots with a minimum lot size of 5,500 square feet (the "5,500 Square Foot Lots"); (ii) A maximum of 397 lots with a minimum lot size of 7,200 square feet (the"7,200 Square Foot Lots"); (iii) A maximum of 130 lots with a minimum lot size of 10,000 square feet (the "10,000 Square Foot Lots "); and (iv) A maximum of 17 lots with a minimum lot size of one acre (43,560 square feet) (the"One Acre Lots) The maximum number of lots contained in subsections (ii) through (iv) above may be exceeded, at Owner's discretion,provided that each additional lot replaces a smaller lot. Owner shall maintain a cumulative count of Residential Lots on the Property on each preliminary and final plat submitted to the City for the Development. (d) The following development regulations shall apply to the Residential Tracts: (i) All 5,500 Square Foot Lots and 7,200 Square Foot Lots shall be developed in accordance with Section 4.705 of the Zoning Ordinance applicable to the "A-5" One-Family Residential District. (ii) All 10,000 Square Foot Lots shall be developed in accordance with Section 4.703 of the Zoning Ordinance applicable to the"A-10" One- Family Residential District. (iii) All One Acre Lots shall be developed in accordance with Section 4.702 of the Zoning Ordinance applicable to the "A-21" One-Family Development Agreement for Northstar Ranch-Page 5 Residential District, with the exception that the minimum square footage shall be 43,560. 3.03 Development Plan Revisions. (a) Owner may revise the Development Plan attached hereto as Exhibit D, from time to time(which amended Development Plan shall be subject to all provisions of this Agreement and the exhibits attached hereto), provided the following conditions are met: (i) The proposed revision is approved, in writing, by the owners of all the property subject to the revision; (ii) Northstar Ranch, LLC approves the proposed revision in writing (provided such approval shall be required only so long as Northstar Ranch, LLC owns all or any portion of the Property); (iii) The revised Development Plan does not exceed the lot counts contained in Section 3.02; and (iv) The proposed revised Development Plan does not substantially change the alignment of Northstar Parkway without the City's consent. (b) The Development Plan may be revised by the duly authorized, written approvals of Northstar Ranch, LLC (provided such approval shall be required only so long as Northstar Ranch, LLC owns all or any portion of the Property), the City, and the owners of the portions of the Property subject to the revision..Such revision is not subject to the requirements set out in Section 3.03(a). 3.04 Variances to Regulations. The Director of the Planning and Development Department may administratively approve the following minor variances from the regulations in Section 3.02 at Owner's request: (a) an increase in the height of structures of five (5) percent or less; (b)a setback reduction of ten(10)percent or less; (c)an increase in lot coverage of ten (10) percent or less; (d) a reduction of off-street parking of five (5) percent or less; (e) an increase in the number, height or area of signs of five (5) percent or less; or (f) an increase in outdoor storage or display area of five (5) percent or less. All other requests for variances to the regulations in Section 3.02 shall be submitted to the City's Board of Adjustment as if the affected property were in the City's corporate limits. 3.05 Accessory Uses. No accessory uses shall be permitted in the Development, except for the following accessory uses, which shall be subject to compliance with the designated sections of the Zoning Ordinance: Development Agreement for Northstar Ranch-Page 6 (a) On the Residential Tracts, all uses that are clearly incidental to the primary use of the property and are located on the same premises as the primary use, specifically including without limitation the accessory uses permitted in the "A-5" One-Family Residential District pursuant to the residential use table in Section 4.603,subject to Section 5.301 of the Zoning Ordinance, "Accessory Uses on Residential Lots"; (b) On the Commercial Tract, all uses that are clearly incidental to the primary use of the property and are located on the same premises as the primary use, specifically including without limitation the accessory uses permitted in the "E" Neighborhood Commercial District pursuant to the nonresidential use table in Section 4.803 of the Zoning Ordinance, subject to Section 5.302 of the Zoning Ordinance, "Accessory Uses on Non-Residential Lots"; (c) Fences shall be subject to Section 5.305 of the Zoning Ordinance, except that all fences adjacent to freeways or arterial streets shall be constructed of brick, stone, reinforced concrete products, masonry, split rail or designed tubular steel. Notwithstanding the foregoing, a stained wood fence on metal posts with pickets facing the street is permitted, provided that such fence is screened by a berm so that the fence is not visible from the freeway or street. Chain link fences are expressly prohibited adjacent to freeways or arterial streets. (d) Outdoor storage or display on the Commercial Tract is subject to Section 5.306 of the Zoning Ordinance. 3.06 Temporary Uses. No temporary uses shall be permitted in the Development, except for the following temporary uses, which shall be subject to compliance with the designated sections of the Zoning Ordinance: (a) Garage or Other Occasional Sales, except that no permits shall be required and no fees shall be charged (Section 5.402); (b) Model Home (Section 5.403); (c) Portable Trailer - Residential Sales, Construction or Related Storage (Section 5.405); and (d) Temporary Batch Plants, Asphalt or Concrete (Section 5.401) 3.07 Gas Wells. (a) Chapter 15 of the City Code, "Gas", does not apply to the Property. (b) Chapter 57 of the 2015 International Fire Code and local amendments governing setbacks from existing natural gas wells apply to the Property. Development Agreement for Northstar Ranch-Page 7 3.08 Parks and Recreational Amenities. (a) Owner shall install the following recreational amenities on the Property: (i) An amenity center consisting of a clubhouse, pool with restrooms, splash pad park, playground, shade structures and tanning deck, which shall all be completely constructed prior to completion of the 400th home in the Development; (ii) A hike and bike trail system with a minimum length of 12,000 linear feet, paved with concrete, crushed granite or other all-weather surface, to include trailheads, benches, shelters, and related amenities,shall be completely constructed prior to completion of the 800th home in the Development; and (b) No other park requirements or fees shall apply to development of the Property. (c) All park and recreational facilities shall remain the property of a Homeowners Association. 3.09 Landscape Requirements. (a) The Commercial Lot shall be subject to landscape requirements for commercial uses in accordance with Section 6.301 of the Zoning Ordinance. (b) The following landscaping and amenities, at a minimum, shall be installed on each Residential Lot prior to initial occupancy: (i) One (1)three-inch caliper tree shall be planted in front of each house on interior lots and two (2) three-inch caliper trees shall be planted on corner lots,at least one of which shall be planted in the front yard. (ii) Shrubs shall be provided in any size increment totaling a minimum of 30 gallons per residential lot that exceeds 7,500 square feet in area and a minimum of 25 gallons on each residential lot with an area of 7,500 square feet or less. (iii) The front and side yards of each residential lot shall be fully sodded. (iv) An irrigation system shall be installed in the front and side yards. 3.10 Entry Feature. Owner shall construct an entry feature at the entrance to the Development on U.S. Highway 81/287. The entry feature shall have a minimum cost of $150,000 and shall consist of an entry sign, landscaping and/or other elements, at Development Agreement for Northstar Ranch-Page 8 Owner's discretion. No element of the entry feature shall exceed a height of thirty-five (35) feet. Entry features shall be located outside of the twenty (20) foot by twenty (20) foot sight visibility triangle at any given intersection and shall not impede the minimum sight distance of three hundred (300) feet in any direction. Encroachments over streets that are or will become public are prohibited. 3.11 Water Wells. Owner may drill water wells on the Property for nonpotable use. Drilling wells on the Property for potable use is prohibited. 3.12 Homeowners Association. Owner will establish a Homeowners Association, which shall be mandatory for all owners of property within the Development. The Homeowners Association shall own, operate and maintain all parkland and recreational amenities within the Development. 3.13 Enforcement. The City and Owner agree that this Agreement and Section 212.172 of the Texas Local Government Code authorize enforcement by the City of the City ordinances applicable to the Development pursuant to this Agreement in the same manner duly enacted municipal regulations are enforced within the City's corporate boundaries. 3.14 School Site. Owner agrees, upon request by the Northwest Independent School District ("NISD"), to designate a mutually agreeable location for an elementary school site on the Property for sale to the NISD at a mutually agreeable sales price. ARTICLE IV DEVELOPMENT PROCESS 4.01 Jurisdiction. Pursuant to this Agreement and Section 242.001(a)(3) of the Texas Local Government Code, the City shall have and exercise exclusive jurisdiction over the review and approval of preliminary and final plats, amending plats,replats and minor replats, and approval of plans for certain Infrastructure, for the Property in accordance with this Agreement. 4.02 Plat Approval. Subdivision of the Property or any portion thereof shall require approval of plats by the City's. Plan Commission in accordance with the Subdivision Ordinance; provided, however, conveyance by metes and bounds of any portion of the Property to any person for the purpose of qualifying such person to be a member of the board of directors of the District shall not be considered a subdivision of land requiring a plat or otherwise requiring City approval. 4.03 Pre-Development Conference. Owner and City staff from the Planning and Development Department, Water Department, Transportation and Public Works Department,and other affected departments shall conduct a pre-development conference prior to submittal of each preliminary plat by Owner to the City. Such conference shall Development Agreement for Northstar Ranch-Page 9 include discussion of the project schedule. The City shall administer the development process for the Property on the same terms as development projects within the City's corporate limits and shall use its best efforts to comply with scheduled review periods. 4.04 Building Permits; Inspections. All structures constructed on the Property shall be subject to City building permit, permit fee and inspection requirements as if such structures were constructed within the City's corporate limits. ARTICLE V WATER AND WASTEWATER SERVICE 5.01 Water and Wastewater Service. The City will provide retail water and wastewater service to the Property in accordance with the Utility and Infrastrucure Agreement. 5.02 Construction of Water and Wastewater Infrastructure. The District and Owner will construct water and wastewater infrastructure to serve the Property in accordance with the Utility and Infrastructure Agreement. 5.03 Water and Wastewater Easements. The District and Owner will provide easements for water and wastewater infrastructure agreement to serve the Property in accordance with the Utility and Infrastructure Agreement. ARTICLE VI DEVELOPMENT FEES 6.01 Development Fees. Development of the Property shall be subject to payment to the City of the following fees and charges for services performed by the City in accordance with this Agreement and the Utility and Infrastructure Agreement according to the fee schedule adopted by the City Council and uniformly applicable to all development with the corporate limits of the City: (a) Fees and charges applicable to the City's preliminary and final plat review and approval process ("Plat Review Fees"); (b) Fees and charges for review of Infrastructure plans ("Plan Review Fees"); (c) Fees and charges for City inspections of Infrastructure ("Infrastructure Inspection Fees"); (d) Fees and charges for issuance of building permits and inspections of Structures ("Building Permit and Inspection Fees"); and (e) Fees assessed for Community Facilities Agreements ("CFA Fees"). Development Agreement for Northstar Ranch-Page 10 6.02 Impact Fees. The City may assess and collect water and sewer capital recovery fees and charges 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 and Sewer Impact Fees"). Water and Sewer 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. No other capital recovery fees for water and sewer infrastructure or roadway impact fees or roadway capital recovery fees shall be applicable to the Property. 6.03 Tap Fees. Tap or service connection fees for water or wastewater service provided within the Property by the City ("Tap Fees"), shall be the same as if the services are provided within the City's corporate limits. 6.04 Water Main Capacity,Per Acre and Front Footage Charges. (a) Owner or the District shall pay to the City water main capacity charges of $180,932 per MGD 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 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) 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 Development Agreement for Northstar Ranch-Page 11 western basin of the Development, as shown in the sewer study approved by the City, 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. (e) The water main capacity charges and sewer per acre charges described in Sections 6.04(a), (b), (c) and (d) are hereafter referred to collectively as the "Existing Infrastructure Cost-Sharing Fees". Owner shall not be responsible for any other charges, including without limitation front footage charges (Sections 35-58 of the City Code, et. seq), water main capacity charges (Sections 35-87 of the City Code, et. seq) or sewer per acre charges(Section 35-81 of the City Code,et seq.),for any water or sewer infrastructure for which construction has been commenced or completed before the Effective Date (f) In the event that water or sewer 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 or the Off-Site Wastewater Infrastructure, as defined in the Utility and Infrastructure Agreement, front footage charges (Sections 35-58 of the City Code, et. seq), water main capacity charges (Sections 35-87 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 (the "Future Infrastructure Cost-Sharing Fees"). (g) No capital recovery fees for Infrastructure shall be applicable to the Property except as specifically provided for by this Article VI. 6.05 Exclusive Fees. Except for Plat Review Fees, Plan Review Fees, Infrastructure Inspection Fees,Building Permit and Inspection Fees,CFA Fees,Water and Sewer Impact Fees, Tap Fees, Existing Infrastructure Cost-Sharing Fees and Future Infrastructure Cost-Sharing Fees, no other fees or charges of any kind are due and payable to the City in connection with the development of the Property. ARTICLE VII ANNEXATION 7.01 Immunity from Annexation. Except as provided in Sections 7.02, 7.03 and 7.05, the Property shall be immune from annexation during the term of this Agreement, and the City guarantees immunity from annexation during such time. 7.02 Full Purpose Annexation. The City shall not annex all or any portion of the Property for full purposes until on or after the earlier to occur of: (a) the dissolution of the District; or (b) 20 years after the Effective Date, except as permitted pursuant to Section 7.05. Development Agreement for Northstar Ranch-Page 12 7.03 Limited Purpose Annexation. Owner agrees that the City shall have the right to annex those portions of the Property that are intended for commercial development for the sole and limited purpose for the City to impose its sales and use tax within the boundaries of such retail areas pursuant to Section 43.0751 of the Local Government Code. The terms and conditions upon which such limited purpose annexations may occur are contained in the Strategic Partnership Agreement. 7.04 Incorporation. In furtherance of the purposes of this Agreement, Owner, on behalf of itself and its successors and Assignees, covenants and agrees to the extent allowed by law that, except upon written consent of the City Council, which approval may be withheld or conditioned by the City Council at its sole discretion, they will not: (a) seek or support any effort to incorporate the Property, or any part thereof; or(b) sign, join in, associate with, or direct to be signed any petition seeking to incorporate any of the Property or to include any of the Property within the boundaries of any other incorporated entity. 7.05 Annexation of Portions of Property. Owner agrees to cooperate with and assist the City in annexing one or more areas in the manner prescribed by law, each of which may not exceed 525 feet in width at its widest point or such other width limitation subsequently imposed by law, as reasonably necessary for the City to connect areas to the City that are outside the District and that the City intends to annex, provided such annexation does not result in the dissolution of the District. The City agrees that such areas shall be located within right-of-way areas or along lot lines, wherever possible. Notwithstanding the zoning designation approved for the annexed area, such area can be developed and used in accordance with this Agreement. Upon request, the City will zone such area or areas to the then existing use of such areas or to the planned use of same. 7.06 Consent to Annexation. Owner and all future Owners and all future Lot Owners of all or any portion of the Property irrevocably and unconditionally consent to the full purpose annexation of the Property into the corporate limits of the City in accordance with this Agreement (subject to Section 7.02) and the Strategic Partnership Agreement and waive all objections and protests to such annexation. This Agreement shall serve as the petition of Owner, all future Owners and all future Lot Owners to full purpose annexation of the Property in accordance with this Agreement. 7.07 Procedure for Full Purpose Annexation. Subject to limitations on the City's annexation authority set out in Section 7.02, Owner and all future Owners and all future Lot Owners of all or any portion of the Property,acknowledge that the Property is exempt from municipal annexation plan requirements pursuant to Section 43.052(h)(3)(B) of the Texas Local Government Code and hereby consent to full purpose annexation of the Property in accordance with the procedure applicable to areas exempted from the municipal annexation plan set out in Chapter 43 of the Local Government Code, Development Agreement for Northstar Ranch-Page 13 Subchapter C-1, or, if amended, pursuant to the most comparable annexation procedure, as it relates to owner petitioned annexation. ARTICLE VIII TERM OF AGREEMENT This Agreement is a development agreement authorized by Section 212.172 of the Local Government Code. This Agreement will terminate on the later to occur of: (a) twenty (20) years from the Effective Date; or (b) full purpose annexation of the Property pursuant to Section 7.02. The term of this Agreement shall not be affected by the annexations permitted by Section 7.05 of this Agreement or by the limited purpose annexation of any commercial property pursuant to the Strategic Partnership Agreement. ARTICLE IX BREACH, NOTICE AND REMEDIES 9.01 Notification of Breach. If a 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. 9.02 Cure of Breach. The breaching Party shall commence curing such breach within fourteen(14)calendar days after receipt of such Notice and shall 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 fourteen (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 fourteen (14) day period and diligently completes the work within a reasonable time (not to exceed an additional thirty (30) days) without unreasonable cessation of the work. 9.03 Remedies for Breach. 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 any relief available at law or in equity,including,but not limited to,an action under the Uniform Declaratory Judgment Act,specific performance,mandamus and injunctive relief;provided,however, that the non-breaching Party shall not be entitled to monetary damages or to terminate this Agreement, and each Party specifically waives any right such Party has or in the future may have to terminate this Agreement. It is understood and agreed that no Party will 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. 9.04 Governmental Powers; Waiver of Immunity. It is understood that by execution of this Agreement the City does not waive or surrender any of its governmental powers,immunities or rights,except as specifically waived pursuant to this section. The Development Agreement for Northstar Ranch-Page 14 City waives its governmental immunity from suit and liability only as to any action brought by a Party to pursue the remedies available under this Agreement and only to the extent necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or immunities that the City has with respect to suits against the City by persons or entities not a party to this Agreement. ARTICLE X ADDITIONAL PROVISIONS 10.01 Notice. 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 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 200 Texas Street Fort Worth,Texas 76102 Attn: City Manager FAX: (817) 392-6134 City of Fort Worth, Texas 200 Texas Street Fort Worth,Texas 76102 Attn: Planning and Development Director FAX: (817) 392-7985 Development Agreement for Northstar Ranch-Page 15 To Owner: Northstar Ranch, LLC Attn: Tim Fleet 3045 Lackland Rd. Fort Worth,Texas 76116 10.02 Ass�unent. (a) By Owner to Successor Owners. Owner has the right (from time to time without the consent of the City, but upon written Notice to the City) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to an Assignee that is, or will become an owner of any portion of the Property within fifteen (15) days after the assignment. Each assignment shall be in writing in the form attached hereto as Exhibit E, shall be executed by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. Owner shall provide a copy of each assignment to all Parties within fifteen(15) days after execution. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, if a copy of the assignment is not received by the City within fifteen(15)days after execution,Owner shall not be released until the City receives such assignment. 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 unless the City approves the release in writing. Owner shall maintain written records of all assignments made by Owner to Assignees, including a copy of each executed assignment and the Assignee's Notice information as required by this Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. (b) By the City. The City shall not assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of the City under this Agreement,to any person, entity, or political subdivision without the prior written approval of Owner, which approval shall not be unreasonably withheld or delayed. 10.03 Encumbrance by Owner and Assignees. Owner and Assignees have the right,from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of their respective Lenders without the consent of, but with prompt written Notice to, the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any Lender to Development Agreement for Northstar Ranch-Page 16 perform any obligations or incur any liability under this Agreement: (a)unless the Lender agrees in writing to perform such obligations or incur such liability; or (b) unless the Lender holds fee simple title to any portion of the Property and elects to or proceeds to develop such portion under this Agreement, in which case the Lender shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to such portion of the Property until all defaults under this Agreement with respect to the acquired portion have been cured. Provided that the City has received a copy of the applicable collateral assignment, including Notice information for a Lender, then that Lender shall have the right, but not the obligation, to cure any default under this Agreement and shall be given a reasonable time to do so in addition to the cure periods provided by Article IX of this Agreement;and the City agrees to accept such cure as if offered by the defaulting Party. A Lender is not a Party to this Agreement unless this Agreement is amended,with the consent of the Lender, to add the Lender as a Party or unless the Lender holds fee simple title to any portion of the Property and elects to or proceeds to develop such portion under this Agreement. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a Lender, whether judicial or non judicial. Any purchaser from or successor owner through a Lender of any portion of the Property shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion of the Property have been cured. 10.04 Recordation and Applicability to Lot Owners. Pursuant to the requirements of Section 212.172(c) of the Local Government Code, Owner shall record this Agreement, and all amendments to this Agreement, in the real property records of Tarrant, Wise and Denton Counties, Texas, and shall provide a file-marked copy of the recorded Agreement to the Development Director within ten(10)days after its execution. This Agreement shall be binding upon the Development,the City,Owner,any Lender that has become an Assignee, and anyother Assignee, and their respective successors and assigns. The Parties agree that this Agreement benefits and burdens the Property and touches and concerns the Property. The rights and obligations under this Agreement are intended to be covenants running with the Property. Notwithstanding the foregoing, this Agreement is not binding upon, and shall not constitute any encumbrance to title as to any Lot Owner except for land use and development regulations that apply to the lot in question. 10.05 No Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by Development Agreement for Northstar Ranch-Page 17 to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 10.06 Reservation of Rights and Claims. Except as expressly provided in this Agreement, Owner does not, by entering into this Agreement, waive any rights arising under Chapter 245 or Chapter 43 of the Texas Local Government Code, as amended, or under any other provision of law. 10.07 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. 10.08 Performance Requirements; Force Majeure. Time is of the essence in the performance by the Parties of their respective obligations under this Agreement. Whenever performance is required, the Party must use good faith and due diligence to perform and take all necessary measures to perform,but if completion of performance is delayed by reason of acts of God, civil commotion, terrorism, strikes, picketing,casualty, or other similar matter beyond the reasonable control of the Party, then the time for performance will be appropriately extended by the amount of delay so caused, and the Party so delayed shall resume full performance at the earliest possible time. 10.09 Severability. The provisions of this Agreement are severable. If any word, phrase, clause, sentence, paragraph, section, or other provision of this Agreement, or the application thereof to any person or circumstance, shall ever be held or determined to be invalid, illegal, or unenforceable for any reason, and the extent of such invalidity or unenforceability does not cause substantial deviation from the underlying intent of the Parties as expressed in this Agreement, then such provision shall be deemed severed from this Agreement with respect to such person, entity or circumstance, without invalidating the remainder of this Agreement or the application of such provision to other persons, entities or circumstances, and a new provision shall be deemed substituted in lieu of the severed provision which new provision shall, to the extent possible, accomplish the intent of the Parties evidenced by the severed provision. Without limiting the generality of the foregoing, (i) if it is determined that, as of the Effective Date, Owner does not own any portion of the Property, this Agreement shall remain in full force and effect with respect to all of the Property that Owner does then own, and (ii) if it is determined, as of the Effective Date, that any portion of the Property is not within the City's ETJ, this Agreement shall remain in full force and effect with respect to all of the Property that is then within the City's ETJ. If at any time after the Effective Date it is determined that any portion of the Property is no longer within the City's ETJ, this Development Agreement for Northstar Ranch-Page 18 Agreement shall remain in full force and effect with respect to all of the Property that remains within the City's ETJ. 10.10 Changes in State or Federal Laws. If any state or federal law changes so as to make it impossible for a Party to perform its obligations under this Agreement, the Parties will cooperate to amend this Agreement in such a manner that is most consistent with the original intent of this Agreement as legally possible. 10.11 Additional Documents and Acts. The Parties agree that at any time after execution of this Agreement, they will, upon request of the other Party, execute and/or exchange any other documents necessary to effectuate the terms of this Agreement and perform any further acts or things as the other Party may reasonably request to effectuate the terms of this Agreement. 10.12 Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 10.13 Amendment. This Agreement may be amended only with the written consent of the Parties and with the approval of the City Council, except as expressly permitted herein. 10.14 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. 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. 10.15 No Third Party Beneficiaries. This Agreement is solely for the benefit of the City and Owner, and neither the City nor Owner intends by any provision of this Agreement to create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this Agreement or otherwise upon anyone other than the City or Owner. 10.16 Reservation of Rights and Claims. Owner does not, by entering into this Agreement, waive any rights arising under Chapter 245 of the Texas Local Government, as amended. 10.17 Authority to Execute. 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 Development Agreement for Northstar Ranch-Page 19 been authorized to do so. 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 Owner and that the individual executing this Agreement on behalf of Owner has been authorized to do so. Each Assignee or Lender who becomes a Party to this Agreement represents and warrants that this Agreement has been approved by appropriate action of such Assignee or Lender and that the individual executing this Agreement on behalf of such Assignee or Lender has been authorized to do so. 10.18 Takings Impact Assessment. Owner expressly and unconditionally waives and releases the City from any obligation to perform a takings impact assessment under the Texas Private Real Property Rights Preservation Act, Texas Government Code Chapter 2007, as it may apply to this Agreement or the Development. 10.19 Conspicuous Provisions. The Parties acknowledge that the provisions of this Agreement set out in bold, CAPITALS (or any combination thereof) satisfy the requirements for the express negligence rule and/or are conspicuous. 10.20 Counterpart Originals. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. 10.21 Exhibits. All exhibits attached to this Agreement are incorporated as part of this Agreement for the purposes set forth herein, as follows: EXHIBITS Exhibit A Map of the Property Exhibit B Legal Description of the Property Exhibit C Legal Description of Commercial Tract Exhibit D Development Plan Exhibit E Assignment and Assumption Agreement SIGNATURES APPEAR ON NEXT PAGE Development Agreement for Northstar Ranch-Page 20 ATTEST: CITY OF FORT WORTH L RT liV� Mary J. Kayser, City Secreta k Jay Chapa, Assistant City Manager U O, APPROVED AS TO FORM LE ALITY: 'TES im Y11� Melinda Ramos,Sr. Assistant City Attorney STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me, on the day of 2017,by Jay Chapa, Assistant City Manager of the City of Fort Worth,Texas on behalf o said city. A�4� MARIA 3,SAptCHEZ No Public,State of Texas My Notary ID#2256490 Printed Name: �,4 � SQ h ��Z_ 2021 Expires December 19, My Commission Expires: a- [SEAL] OFFICIAL RECORD CITY SECRETARY Development Agreement for Northstar Ranch-Page 21 FT.WORTH,TX NORTHSTAR RANCH,LLC a Texas limited liability company By: STATE OF TEXAS § COUNTY OF TARRANT , § This instrument was ack owledoed before me on j5cp ernber 29, 2017, by _ +at,n G I) _ � of Northstar Ranch, LLC, a Texas limited liability company, on behalf 61 said limited liability company. TINA MICHELLE LEWIS Notary Public, State of Texas Notary Public,State of Texas "- •+e` Comm. Expires 08.18-2021 Notary In 125179889 FOFFICIALRECORD ETARY H,TX Development Agreement for Northstar Ranch-Page 22 Exhibit A Map of the Property Exhibit A to Development Agreement for Northstar Ranch EXHIBIT'A' MAP OF THE PROPERTY t J z o � Ut0 F' U z w 1- J5 gU5 t t TRACT 3 283.768 AC t �5 t �xca•9 BATES-ASTON ROAD Fp.1�R0� TRACT 2 47.266 AC �Ua iNG�ON t t TRACT 1 t 388.869 AC t t WISE COUNTY LIMIT DENTON COUNTY LIMIT a i zfto TRACT4 z .w z 13.745 AC1 Zj 0 o w V V F a FAR NORTH FORT WORTH 0 750 1500 MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET P E LOTO N II' LA MD S0 LUT 10 N5 i BBOD MLLh'OOO PMWY SiE liO,-Tvi-.T%79-f 81- W 08/28/2017 D 0 Exhibit B Legal Description of the Property Exhibit B to Development Agreement for Northstar Ranch Far North Fort Worth MUD 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 Wise 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 9.300, Page 51.6, 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 described by metes and bounds as follows: BEGINNING at a 1/z"iron and with plastic cap stamped"RPLS 4818"set at the northwest comer of Lot 21, Block 6, The Highlands at Willow Springs, an addition to Tarrant County, Texas, recorded in Cabinet A, Slide 6100, 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 54" 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 north line of said Tract One, a distance of 1281.47 Feet to a'/z" iron rod with plastic cap stamped"RPLS 4818"set; THENCE departing the said north line, and continuing over and across said Tract One, the following courses and distances: South 29116'31" East, a distance of 1807.13 Feet to .a fi" iron rod with plastic cap stamped"RPLS 4818"set; South 99'54'51" East, a distance. of 1683.01 Feet to a '/z" iron rod with plastic cap stamped"RPLS 4818 set•, North 0°49'54"East, a distance of 1084.55 Feet to a /z".iron rod with plastic cap stamped "RPLS 4818" set at the southeast corner of that certain tract of land described in deed to Jack W. Wilson Family Trust, recorded in 'V'olume 11964, Page 583, Deed Records, Tarrant County, Texas, and Sara H. Wilson Grantor Trust "A" and the Sara H. Wilson Grantor Trust 'S 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'/z" iron rod with plastic cap stamped "RPLS 48,18"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 1912'54"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'l 1- West, along said east line, a distance of 2108.60 Feet to an"W' cut set; THENCE South 32039'17"West,.a distance of 4822.26 Feet to an "Y'cut set in the centerline of Willow Springs Road(County Road 4109),a 120'public right of way; THENCE North 89038'41"West, departing said centerline,and continuing over and across said Willow;Springs Road,passing at a distance of 60.00 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 less. Compiled from field ties and record.data on June 1,2016 by Whitfield-Hall Surveyors. A survey exhibit of even survey date accompanies this description. Johnny D.L. WUhauis Registered Professional Land Surveyor Tems Registration Number 4818 TBPI.S Fum Reg.No. 10138500 �sxa TRACT 2 BEING a 47.266 acre tract of land in the M.Ashton Survey,Abstract Number 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,Tan-ant County,Texas.The bearings for this survey are based :on the bearings as they appear in Volume 93001 Page 516, Deed Records, Tarrant County,Texas.Said 47.266 acre tract being described by metes and bounds as follows: BEGINNING at a%"iron rod found at the southeast corner of said Tract Two, at the northwest corner of Lot 50, Block 4, Haslet Heights II 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 140' right of way, and being in the south line of the said Fleisner:Survey, THENCE North 89°22'.38"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 Yi"iron rod set at the southwest corner of said Tract Two on the occupied east right-of-way line of Anton Bates Road,a variable width public right of way; THENCE North 9°0441" 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 1/2" iron.rod with.plastic cap stamped"RPLS 4818"set at the northwest comer of said Tract Two; THENCE South 89°38'46"Fast,with the north line of said Tract Two,a distance of 161.61 Feet to a YS" iron rod with plastic cap stamped "RPLS 4818" set at the northeast corner of said Tract Two,and being in the said westerly right of way line; THENCE South 2103,1'53"East,with the east line of said.Tract Two, and said westerly right of way line,a distance of.264.1.87 Feet to the;POINT OF BEGRiNING;and containing a compuied area of 47.266 Acres,more or less. Compiled from field ties and.record data on February 2, 2016 by Whitfield-Fiala Surveyors. A survey exhibit of even survey date accompanies this description. cer Itrhnny D.L Williams Registered Professional Land Surveyor Texas.Registration Number 4818 ; TBPI S Firm Reg.No. 10138500 tasz sJ9i� TRACT3 BEING a 283.768 acre tract of land in the Charles.Rleisner 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 Vise 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, Deed Records, Tarrant County,Texas. The bearings for this survey are based on the bearings as they appear"irk Volume 9300,Page 515,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.Coanty, 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 Ione of said Aston Meadows Phase 1,'a distance of 3079.92 Feet to a 11 iron rod found at the northwest corner 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 corner of Haslet Heights Phase Ill, an addition to Tarrant County, recorded in Cabinet A, Slide 3327, Plat Records, Tarrant County,Texas; T ENCE North 89°44'59" West, along the north line of the said Haslet Heights Phase III, a distance of 1354.54 Feet to a 5/8" iron rod found at the northwest corner of the said Haslet Heights, Phase FII, 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<13 006'27"West, a distance of 467.80 Feet to a concrete TxDot Monument, North 18'03W"West,a distance of 1920.06 Feet to a 518 iron rod found on the south line of that.certain tract described in deed"to Roberta Lindsey and fur#her descn'bed 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 herein described tract; THENCE continuing along the southerly,and westerly lines of the said Roberta Lindsey tract the following courses anis distances: South 89°43'58" East, along.the said south line and generally along a fence line, a distances of.206758 Feet to a'fence corner, North 0'07'17"East,a distance of 1614.83 Feet to a fence corner; South 89°36'38"Easf a distance of 1330.65 Feet to a fence corner found on the occupied west right-of-way of the said Aston Bates Road; THENCE 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 corner, South 39°45'44"East,a distance of 370.78 Feet to a fence comer, South 36P55'41"East,a distance of 179.36 Feet to a fence corner, South 32°3949"East,a distance of 1:90.17 Feet to afence comer, South 28907'34"East,a t3istance of 182-81 Feet to a fence corner, South 25°19'38".East,a distance of 19MO Feet to a fence comer, South 21'44'55"East,a instance of 272.5.9 Feet to a fence corner, 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 comer, South 7'55'11" East, a distance of 70.96 Feet to the POINT OF BEGINNING, and containing a computed area of 283.768 Acres,more or:less. Compiled 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 'a"""Y'i."""'""'• TBP1-S Firm Reg.No. 10138500 , EXHIBIT A 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 8954'51"East,with said north line,to the POINT OF BEGINNING and containing 13.745 acres, more or less. G,VOB\LHL14003_?00_Acres\Sur\Lega�LHL14001_mudlA.dooc Page 1 of 1 June 20,2017 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 Legal Description of Commercial Tract Exhibit C to Development Agreement for Northstar Ranch BEING a tract of land situated in the T. &P.R.R. Co. Survey,Abstract Number 1035,Wise County, Texas, and being a portion of that tract of land described by deed to Northstar Ranch LLC, (tract 3)recorded in Instrument Number D217014609, County Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said Northstar Ranch tract,being in the east right-of- way line of US Business Highway 287; THENCE S 89°49'58"E, 721.93 feet departing said east line, with the north line of said Northstar tract; THENCE S 00007'40"W, 164.30 feet; THENCE N 89052'20"W, 29.16 feet, to the beginning of a curve to the left; THENCE with said curve to the left, an arc distance of 209.44 feet,through a central angle of 240°00'00", having a radius of 50.00 feet, the long chord which bears S 29°52'20"E, 86.60 feet, to the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 52.08 feet, through a central angle of 59°40'52", having a radius of 50.00 feet, the long chord which bears N 59°58'06"E, 49.76 feet; THENCE S 00°07'40"W, 438.72 feet, to the beginning of a curve to the left; THENCE with said curve to the left, an arc distance of 531.93 feet, through a central angle of 32°35'46", having a radius of 935.00 feet, the long chord which bears S 16°10'13"E, 524.79 feet; THENCE S 32°28'06"E, 180.25 feet; THENCE S 57°31'54"W, 30.24 feet, to the beginning of a curve to the right; THENCE with said curve to the right, an are distance of 28 8.10 feet, through a central angle of 14°25'00", having a radius of 1145.00 feet, the long chord which bears S 64°44'24"W, 287.34 feet; THENCE S 71056'54"W, 249.60 feet to the east right of way line of the aforementioned US Business Highway 287; THENCE N 18°03'06"W, 1606.63 feet to the Point of Beginning and containing 844,377 square feet or 19.384 acres of land more or less. Exhibit D Development Plan Exhibit D to Development Agreement for Northstar Ranch EXHIBIT'D' DEVELOPMENT PLAN J Y J I F Z Fr 0Z �I0 COMMERCIAL 4 " TRACT A R, h ZB, a a�5"E� 19.38 AC �5 RESIDENTIAL TRACT B-3 264.388 AC I RESIDENTIAL TRACT B-2 47.266 AC BATES.ASTON ROAD W'0.�OPD �EaNSP�P� BVR I RESIDENTIAL TRACT B-1 388.869 AC I WISE COUNTY LIMIT DENTON COUNTY LIMIT • o i zn o RESIDENTIAL ^ f Z 10 W z TRACT B-4 �o 00 13.745 AC z W FAR NORTH FORT WORTH o Iso 1500 MUNICIPAL UTILITY DISTRICT NO. 1GRAPhiICSCALEINFEET PELOTON I L A N D 1.L.T I O N S x eeoo Nnlw000 awwr sre aso war woani,nc�s+r�I na-ss>>nso 08/28/2017 ol Exhibit E 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 "Development Agreement between the City of Fort Worth and Northstar Ranch, LLC (City Secretary Contract No. , M & C L-16059) effective as of 2017 (the "Agreement") relating to the development of the Development(as described therein),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 i 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 for 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 Exhibit E to Development Agreement for Northstar Ranch-Page 1 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. 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. Binding Effect. 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 E to Development Agreement for Northstar Ranch-Page 2 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 E to Development Agreement for Northstar Ranch-Page 3