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HomeMy WebLinkAboutContract 49783-A1 CITY SECRETARY CONTRACT NO,.LEI � 1 FIRST AMENDMENT TO 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, § DENTON AND WISE § This First Amendment to 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 (this "First Amendment") is entered into among the City of Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton, Johnson, Parker, and Wise Counties, Texas (the "C&"), acting by and through its duly authorized Assistant City Manager, and Northstar Ranch,LLC, a Texas limited liability company ("Owner"), effective upon execution by both parties (the "Effective Date"). RECITALS WHEREAS,the City and Owner entered into that certain 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 dated October 12, 2017 (City Secretary Contract No. 49783) (the "Agreement") governing approximately 733.648 acres of land described in Exhibit A attached hereto and incorporated herein by reference (the "Pro er "); and WHEREAS, the Agreement was recorded in the Tarrant County real property records on October 19, 2017, as Instrument No. D217243704, in the Denton County real property records on October 20, 2017, as Instrument No. 129664, and in the Wise County Real Property Records on October 23, 2017, as Instrument No. 201711757; and WHEREAS,the City and Owner wish to amend the Agreement to address phasing of the development of the Property; NOW, THEREFORE, in consideration of the premises, mutual promises, covenants, obligations, and benefits herein contained, the City, Owners, and District �FcfijV agree as follows: ciryo�Fo OFFICIAL RECOIW �m'S�cAFr�9aRr, CITY SECRETARY First Amendment to Development Agreement—Page 1 ET`, WORTH$ TX AGREEMENT 1. The definition of "Utility and Infrastructure Agreement" in Article II is hereby revised to read as follows: "Utility and Infrastructure Agreement" means that certain agreement entered into by the City, the District and Owner effective October 12, 2017, concerning retail water and wastewater treatment services to the Property by the City and construction of Infrastructure to serve the Property (CSC No. 49874), as amended by that certain First Amendment to Utility and Infrastructure Agreement entered into by the City, the District and Owner effective ,2018 (CSC No. 49874-A1), attached hereto as Exhibits F-1 and F-2. 2. The following definitions are added to Article II: "East Tract" means an approximately 402.614-acre portion of the Property located east of the BNSF Railroad, as shown on Exhibit D. "Model Homes" means up to 20 model homes to be constructed on one platted lot in the West Tract (defined herein as the "Model Home Lot"), as shown on Exhibit D. "West Tract" means an approximately 331.034-acre portion of the Property located west of the BNSF Railroad, as shown on Exhibit D. 3. Section 3.06(b) concerning Model Homes is amended in its entirety to read as follows: Model Homes (Section 5.403), except the five-year time limit in Section 5.403(b) does not apply 4. Section 4.02, "Plat Approval," is renamed "Plat Approval; Phasing of Development" and is amended in its entirety to read as follows: (a) 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. First Amendment to Development Agreement—Page 2 (b) Notwithstanding Subsection (a) to the contrary, Owner may construct up to 20 Model Homes on the Model Home Lot. Owner shall not sell a Model Home to an end user until (i) a replat of the Model Home Lot has been approved by the City and recorded in the County plat records for a separate lot on which such Model Home is located; and (ii) wastewater infrastructure to serve such Model Home has been constructed and accepted in accordance with the Utility and Infrastructure Agreement, as amended. (c) Owner may develop the Property in any order, at Owner's discretion, provided the District complies with the requirements for construction of off-site and on-site water and wastewater infrastructure for the East Tract and the West Tract set out in the Utility and Infrastructure Agreement, as amended, attached hereto as Exhibits F-1 and F-2. Plat phasing that is consistent with Subdivision Ordinance requirements may be approved administratively. All preliminary and final plats for the Property shall reflect a phasing plan. 5. Section 4.04, "Building Permits; Inspections" is amended in its entirety to read as follows: 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, provided,however, the City will issue building permits for up to 20 Model Homes on the Model Home Lot provided Owner meets all other building permit and permit fee requirements pursuant to this Agreement. 6. Section 5.02, "Construction of Water and Wastewater Infrastructure," is amended in its entirety to read as follows: The District and Owner will construct on-site and off-site water and wastewater infrastructure to serve the East Tract and the West Tract in accordance with the Utility and Infrastructure Agreement, as amended, attached hereto as Exhibits F- 1 and F-2. 7. Exhibit A attached hereto contains the same legal descriptions of the Property attached to the Agreement as Exhibit B and is attached in order to identify the Property that is subject to this Amendment. 8. Exhibit D attached hereto supersedes and replaces Exhibit D attached to the Agreement. 9. Except as specifically amended in this First Amendment, the Agreement shall remain in full force and effect in accordance with its original terms and conditions. First Amendment to Development Agreement—Page 3 10. This First Amendment shall be recorded in the real property records of Tarrant, Wise and Denton Counties. [The remainder of the page is intentionally left blank.] First Amendment to Development Agreement—Page 4 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. A 1 TEST: CITY OF FORT WORTH By.— ary J. K ity � Jay Chapa;Assistant City Manager �,• o� Date: -2� O •Z .ACAS APPROVED AS TO D LEGALITY: Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the2jj day of ul St 2018, by Jay Chapa, Assistant City Manager of the City of Fort Worth, Texas o ehalf of said city. MARIA S.SANCFiEZ My Notary ID#2256490 Notary Public, State of Texa "r •.• t' Expires December 19,2021 EL OF Printed Name: f�d ri Li `J �d'n�tQ`U My Commission Expires:_ II!:;t-- OFFICIAL RECORD CITY SECRETARY First Amendment to Development Agreement—Page 5 FT. WORTH,TX NORTHSTA 'INCH, LLC By: Name: Its: mftak'� Date: y/ tic lie STATE OF TEXAS § COUNTY OFFi�rro.Xcr § This instrument was acknowledged before me, on the day of u, 2018, by 1�;rn GI 11 oww,a2r of Northstar Ranch, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public,State of Texas [SEAL] TINA MICHELLE LEWIS Notary Public, State of Texas Printed Name: ur 9• +P Comm, Expires 06-16.2021 °;,O Notary ID 125179689 My Commission Expires: lP�I lv�a-Oa-•� First Amendment to Development Agreement—Page 6 EXHIBIT A 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 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 described by metes and bounds as follows: BEGINNING at a%"iron rod with plastic cap stamped"RPLS 4818"set at the northwest corner 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 yz"iron rod found at the northwest corner of said Tract One; THENCE South 89054'51" 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 Y2" 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 29°16'31" East, a distance of 1807.13 Feet to a 1/a" iron rod with plastic cap stamped"RPIAS 4818"set; South 89°54'51" East, a distance of 1683.01 Feet to a 1/a" iron rod with plastic cap stamped"RPLS 4818"set; North 0°09'54"East,a distance of 1084.55 Feet to a%a"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 Volume 11964, Page 683, Deed Records, Tarrant County, Texas, and Sara H. Wilson Grantor Trust "A" and the Sara H. Wilson Grantor Trust "B", recorded in County Clerks Instrument No. D205303748, Dad Records,Tarrant County,Texas; THENCE North 0'02'11"West,along the east line of said.lack W. Wilson Family Trust&Sara Wilson Grantor Trust tract,a distance of 490.46 Feet to a!7" iron rod with plastic cap stamped "RPLS 4818"set in the north line of said Tract One; Exhibit A - First Amendment to Development Agreement—Page 1 THENCE South 89054'51" 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 M 2'54"West,a distance of 1564.72 Fat; South 87°5655"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 2108.64 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 120'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 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.Williams Registered Professional Land Surveyor Texas Registration Number 4818 TBPIS Fum Reg,No. 10138500ly- Exhibit A - First Amendment to Development Agreement—Page 2 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,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 47.266 acre tract being descnlxd by metes and bounds as follows: BEGINNING at a W'iron rod found at the southeast corner of said Tract Two, at the northwest corner of Lot 50, Block 4, Haslet Heights 11 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 Fieisner Survey; THENCE North 8902238"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 'h" 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*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 112" iron rod with plastic cap stamped"RPLS 4818"set at the northwest comer of said Tract Two; THENCE South 89038'46"East,with the north line of said Tract Two, a distance of 161.61 Feet to a Ya"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 21°31'53"East, with the east 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 by Whitfield-Hall Surveyors. A survey exhibit of even survey date accompanies this description. Johnny D.L.Williams , Registered Professional Land Surveyor p, ' Texas Registration Number 481$ TBPLS Firm Reg.No. 10138500 �+?� Exhibit A - First Amendment to Development Agreement—Page 3 TRACT 3 BEING a 283.768 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 11888,Page 192,Beed 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 1/21'iron rod found at the northwest comer of said Aston Meadows, Phase One; THENCE South 1001'53" 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 111, 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 III, a distance of 1354.54 Feet to a 5/8" 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 18°03'06" West, a distance of 1920.06 Feet to a 5/8" iron rod found on the south line of that certain tract described in deed to Roberta Lindsey and further 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 comer of the herein 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 206758 Feet to a fence corner, North 0"07'17"East,a distance of 1614.83 Feet to a fence corner, Exhibit A- First Amendment to Development Agreement—Page 4 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; THENCE continuing along the said occupied west right-of-way line the following courses and distances: South 39°55'19"Fast,a distance of 340.66 Feet to a fence corner; South 39°45'44"East,a distance of 370.78 Feet to a fence corner; South 36°55'41'East,a distance of 179.36 Feet to a fence corner, South 32°39'49"East,a distance of 190.17 Feet to a fence corner, South 28°07'34"East,a distance of 182.81 Feet to a fence corner; South 25119'3 8"East,a distance of 190.40 Feet to a fence corner, South 21°44'55"East,a distance of 272.59 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 corner; South 10043'28"East,a distance of 186.80 Feet to a fence corner, 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 TBPLS Firm Reg.No. 10138500 Exhibit A -First Amendment to Development Agreement—Page 5 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, departingthe 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. Exhibit A- First Amendment to Development Agreement—Page 6 Exhibit D Development Plan [attached] Exhibit D - First Amendment to Development Agreement—Page 1 EXHIBIT'D' DEVELOPMENT PLAN rt% COMMERCIAL .w 11938 AC t�0 MODEL LOTS RESIDENTIAL t TRACT B-3 264.388 AC WEST TRACT t RESIDENTIAL TRACT B-2 47.268 AC f WEST TRACT t a RESIDENTIAL TRACT B-1 388.888 AC t EAST TRACT t t r. tz.KT EAST TRACT RESIDENTIAL o TRACT B- Z 13.745 AC FAR NORTH FORT WORTH 0 750 15M MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC tu:ALE M FEET `IAI�tir✓ al 05/02/2018 Exhibit D -First Amendment to Development Agreement—Page 2 Exhibit F-1 Utility and Infrastructure Agreement CITY SECRETARY r CONTRACT N0. a� �`7 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 ("E_jT ") 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 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("=)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 (k lex' 19- , 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 Agreement dated June 6, 2017, to pre-finance the District's financial obligations in this A �" e District does not have its own operating or bond funds available. t ri RECEIVED OCT t Z 7017 Utility and Infrastructure Agreement-Page 1 CITY OF FORT WORTH ry q1 w NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract and agree as follows: ARTICLE H 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 Re ations"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. "E!�M" 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 e " has the meaning set out in Recital A. "PUC"means Public Utility Commission of Texas. 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. I 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 a 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 Propefty (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 i 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. seq)and water main capacity charges (Sections 35-87 of the City Code,et. seq) 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 Study"): (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 Senders 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 41): 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 1,0001h 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 104L 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 Agleements. 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 Ins ey moons. 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 1 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; Turisdiction 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 TARRAN'T 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 I 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 1 9 7.03 Assignment. (a) Neither the District nor the City may assign this Agreement without the written consent of the other Parties. a 6 (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 E 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 t all terms, conditions, and covenants herein, shall survive a transfer, conveyance, or z 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 Beneficiary. This Agreement is solely for the benefit of the E 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 g 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. . E 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. �F Utffity 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 Joint Venture. No provision of this Agreement shall be construed to create any type of joint or equity ownership of any property or any partnership or joint venture. 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 t 5 ORT Mary J. Kayser,City Se e 0J Jay Chapa,Assistant City Manager to e: �d '��► '`7 APPROVED AS TO FORM AND LEGALITY: Assistant&ty Attorrky STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the 1 Z,day of 2017, by Jay Chapa, Assistant City Manager of the City of Fort Worth, Texas on behalf of said city. i MARIA S.SANCHEZ N ary Pubic,State of Texas �. My Notary ID#2256490 S�c Z Expires December 19,2021 Printed Name: &&& .� r My Commission Expires: i Ufility and Infrastructure Agreement-Page 19 s t 4 NORTHSTAR RANCH,LLC i i I By: Name: Its: Date:glo'�q jabl� STATE OF TEXAS § COUNTY OF Grra,'% - This instrument was acknowledged before me, on the '�-qday ofe��ewtel; 2017, by Kim G i it of Northstar Ranch, LLC, on behalf of such limited liability company. Notary Public,State of Texas [SEAL Printed Name: 1 n� a M. L_ewlS TINA MICHELLE LEWIS My Commission Expires: (011(r f aoc-( Igotary PubfIC,State of Toxas =z: Q Comm.Expirsa qg-tg•2l)21 Notary ID 126179689 Utility and Infrastructure Agreement-Page 20 I j { s 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: Date: residers,BQf f(If Dectors ATTEST: By: Secretary, Board of Directors Date: STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the day of &Z& , 2017, by'hnron C'bC L 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. Notary Public,4iaie of Texas [SEAL] Printed Name: Tvot M. LQ W t 5 My Commission Expires: lvf t la 1 907-4 py P �// TINA MICHELLE LEWIS 4 Notary Public,State of Texas y.. " Comm,Expires 08-18-2021 Notary ID 125179889 Utility and Infrastructure Agreement-Page 21 Exhibit A Map of the Properly Exhibit A to Utility and Infrastructure Agreement I f [ 3 EXHIBIT'A' MAP OF THE PROPERTY I F J J 7 Z O F C) Z ccG LpT K 3 US 8V5V41Lss i f i 283.768 AC I zs i E�O�a9 �rES•,ASTON pO,,o fER� TRACT 2 evp`\NGtONNo�mEa 47.266 AC I i TRACT 1 I 388.869 AC i I WISE COUNTY LIMIT DENTON COUNTY LIMIT a� L iOZI TRACT 4 <� oz 13.745 AC Z ~� ° i� G s FAR NORTH FORT WORTH - Tso is°° 4 MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET C a g PELOTON II LAND SOLUTIONS 08/28/2017 G Exhibit B Legal Description of the Property Exhibit B to Utilityand Infrastructure A eement gi f� i Far North Fort Worth:MUD 1 TRACTI BEING a 388.$69 acre tract of land in the M. ,Ashton Survey,.Abstract Number 8 T, the M.Ashton Survey, Abstrad Number 1 Vii;the M.E.P. &P. Railway Co. Survey,.Abstract No. 1136;the Charles Fleisner Survey,Abstract No:.310 T;aad the Charles Fleisner Survey,Abstract No. 541 W, situated pi...-'arrant and-VWise Counties, Texas, and being a.portion of that certain tract of land.:descaabed in deed to Saran Wilson,.Exec.,=Cbrde-d E'Volume T188% Page 192, County Records, Tarrant County; Texas, and being Birther described in deed,as Tract One, recorded in Yohr¢ie 900, Page 516,.Deed Records, Tarrant County, Texas. The beazings.for this survey are based on the bearings as they appear iri:Volume 9300, Page 516,.Deed Recds or , Tarrant County;Texas.Said 388.869 acre tract being.descn'bed.by'metes and bounds as-follows: BEGINNING,at a%"�ima and with plastic cap stamped.```RPLS 4818"set at the noxthwestcomer of Lot 21, Block-;.6, The Highlands t W llow Springs, an addition to TAriant Caunty, Texas, recorded in Cabinet.A, Slide .6100, Plat Records,.Tarrant County, Texas, and being In the easterly.right of way Iine,of'Fort'Worth to D;pyer$urlington Railroad,.a 100'ri&,of way; THENCE North 21033'15"West,with the said easterly right of way line, a distance of4378.56 Feet to a y"iron rood found at the northwest corner of s&d'Tmct One; THENCE South 89°54'51" East, depai#ng the.said easterly right of way line, and continuing along the Mo=th line of said Tract One, a distance of 1281.47 Feet.to a 1/2" iron rod with plastic cap stamped:"RPLS 481t"--set; THENCE departing.ft said north line, andd continuing over and across sacs Tract One #he;frsllowing.caurses and-distances: South 29°163..1"'East, a dis#nce of 1807.13 Feet to,.a I/V-iron rod with plastic cap stamped."VPP 48 r$�t r :South. B9°54'.51"East,. a 4sfanee.of I683:01 Fed:-.to g %;'' iron To with;plastic:cap stamped`iRFI,S 4818*:ge4 North 0°09'54."East;.a distance of 108.4_55 Feet to a 1/2"iron rod wit i.plastic cap stamped "$PLS 4818"'set at the southeast cosier of that-certain tract..of land desr�'bed m, deed to Jac1 .W..W n;;Famiiy Tnista.recorded in 3?olume 11964, Page.683, Deed Records, Tararant.Cour ty, Teiras; and:Sara:.H;:Wilson .Grantor-uxt"A" and the.Sara'H;.'WilsoA t 1 art Tivst 1?pordecl' in Cotmty: len is .IpstYumeut"No. 3D205303748; Deed RecordkTaffmit'County, xas; THENCE North 0°02'11"West,.slong the east.h_ne.of said Jack W.-Wilson Family Trust&.Sara Wilson Grantor Trust tract, a distanceof 490.46 Feet.to a'/2"iron rod with plastic cap stamped "RPM 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.ae and continuing over and across said Tract One, the following courses and distances: South 1°12'54"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"06'117' West, along said east line, a distance of 2108.60 Feet to an"N' cut f set; i THENCE South 32639'17"West,:a distance of 48126 Feet to an"X"cut set in the centerline of € Mum Springs Road:(County Road 4109),a 120':public riglit of way; t THENCE North 8903-84 1"West, departing said.centerline,and contini ing.over:and.across said Willow Springs Road,passing at a distance of'60.00 Beet the northeast corner of$IockS;of said The Highlands at Willow Springs. Addition, and the"west,right of way Buie of:-said Willow Springs Road,and condnuing.along-the.north line of said Block 5,for a-total instance of 4066.95 t Feet to the POINT:OF BEG111MG and containing a computed area•of-388:869 Aries,more or E I=. 4 Compiled:from field ties and record data-on June 1,201-6 by.Whitfield-Hall Surveyors. A survey ( exhibit of even survey date acco*4inies this description. Johnny Williams Registered Professional Land Surveyor3 ` ,- Te �Regastrafian.I*IuinberF818 ' TBPLS Firm Reg;No. 1.013800 aaxa ban . E f i r i • t i g! F }RACT2 BEING a 47266acre tract of iaiid in the.M.Ashton Survey,Abstract Number 8,and.the.Cbarles Fleisner Survey,Abstract No.5.41,situated in Tarrant County,;Texas, and.beiugg.a portion of that l certain tract of.land described in:deed to Sarah Wilson,Exec.,recorded in Volume 11888,Page 192,County Records,Tarrant County,Texas, and being fiuther 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..:appeai iti Volume 9300,:Page 516, .I?ee i }records, Tarrant:County,Texas.Said 47.266 acre tract being"described by metes-and bounds as follows: k BEGINNING at-a Yz"-iron rod found at the southeast corner of said Tract Two, at the northwest corner of 1.ot 50,:Block 4, Haslet Heights-11 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 Bort Worth'to Denver Birrlington Railroad,&160' right of way,and being in the south Sine of the said Fleisner Survey; THENCE North 89°2238"West,with the south.line of said Tract Two, and along the north line of Said Block 4, a.distance of 152 L47 Feet to a.Y2" iron rod set at the southwest comer 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:>1J2" iron rod with plastic cap stamped"RPLS 4818"-set at the uorthwest corner of said Tract Two; THENCE South 99039'46-East, with the north line of.said Tract Two,a distance of 161.61 Feet to a%" iron rod with plastic cap stamped "RPLS 487.8"set at the northeast comer.of said Tract Two,and being in the said westerly right of way line, 'ITIENCE-S6uth'21°31'53"East, with the east:line of said Tract Two, and sdd_.westerly right.of Way line,a distance.of.2641.8..7 Feef=to the POINT OF BEGII�TI`T�TG;and bontainmg a:computed area of 47.266 Acres;more or,less. Comprled..from field ties and record data.on.Febmn 2, 2016 by WWtfield-Hali.Surveyors. A i survey exlnblt of even survey, his description. E 7ohnny D-L.Williams - Reg stered.Frofessionai Land Surveyor Texas Registration Number 4818 T13PIS Firm Re g'Vo J4ass TRACT3 BEING a 283.768 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 Wiisori, Exec. Recorded in Volume 11888,Page 192,:<Deed Records,Tarr-ant 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 aid bounds w follows: BEGU NMG at a concrete rnomiment found at the northeast corner.of Aston Meadows,Phase 1, an addition to Tarrant County,re.corded.1' Cabinet:A,Slide 6833,Plat Records,Tarrant County, Texas; and-being:tin the occupied west right-of-*ay line of Aston Bates Road, an undedicated public right of way with a fenced right of way of 60 feet; THENCE North 8756'55" VlWest, along the north line of said Aston Meadows Phase 1, a distance of 3079.92 'eet.to a.1/2"iron rod found at the northwest corner of said Aston.Meadows, Phase One; t 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 llI, an addition to T4rrant County, recorded in Cabinei A, Slide 3327, Vlat Records, Tarrant County,Texas; THENCE North 89°44'59" West, along the north line of the said haslet.Heights Phase.DlI a distance of 1354.54 Feet to a 5/8" iron rod found at the northwest-corner of.the said.Haslet 14eights,Phase.117,on the east right-of-way line of.U.S.Highway 287&Highway Si, a variable width:right of way; THENCE continuing along the said cast.right-of.--wap line the following courses and distances- North 13'0 istances:North13'0 2 r"West,a distance of 467.80 Feet to a.concrete TXDot Monument;. North.IV03'06"West,a distance:of 1.920.06 Feet to a 578"-iro.n.md,f0und on the;south line of that.certain.tract described iq deed Co.Rolieita Lindsey and further described.in section.three, as:`First tract, and recorded.in Volume 2093; NO.414;:Deed:Records, Tarrant County; Teas, for the most westerly.northwest const of the herem described. tract; THENCE continning along the southerly,and westerly lines,of the said Roberta Undsey,tract fine following courses and distances: ,. f South 890.49'58" East, along the said south line and generally along a fence line, a distance of 2067-58.1{eet to a.fence corner, North 0°07'17"East,a distance of 1-614.83 Feet to a fence corner, South 89°36'38"Easi,a distance of 1330.65 Feet to a fence corner found on the.occupied west right-of-way ofthe said.Aston Bates Road; TIMNCE 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 corder, South 32'3949"East,a distance of 1,90,17 Feet to a fence comer, South 28°07'34".East,a distance of 182.81 Feet to a fence corner, � South 25'19'3&".East,a distance of 190.40 Feet to a fence comer, South 21044'55"East,a distance of 27259 Feefito a.fencecorner; 1 South 21°29'26"East,a distance of 1997.02 Feet to a fence comer, f South 15°29'09"East,a distance of 10217 Feet to a fence comer, , South 10043'2$"East,a.distance.of 186.80 Feet to a fend comer; South 1055'11" East, a distance of 70.96 Feet to the.POINT OF BEGINNING, and containing a winputed`area of 283.768 Acres,more of less. Compiled from fseld ties and record.data on February 1,2016 by Whitfield Hall Surveyors. A surtey Exhibit of even survey dateaccompanies this description. Iohnny.D:L aliams } Registered Professional Land Surveyor Texas Registration Nuinb6t 4818 TBPLS Firm Reg.No. 10138500 ,tars ' I . r r f t Tract 4 Description of 13.745 Acres of Land t 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 t 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; j FF F THENCE South 00'06`11"West, 1574.05 feet with the east line of said Tract 1; s r THENCE South 87'56'55"West,397.34 feet,departing the said east line,to the approximate county line of Denton and Wise counties; I THENCE North 01°12'54"East, 1560.72 feet,with said common line,to the north line of said Tract 1; k THENCE North 89'54'51" East,with said north line,to the POINT OF BEGINNING and containing I 13.745 acres, more or less. i { E { F 4jtf t E i t s' i { t d I August 28,2017 Exhibit C Off-Site Water Infrastructure Exhibit C to Utility and Infrastructure Agreement EXHIBIT'C' J OFF-SITE WATER INFRASTRUCTURE i � NDRTHSTAR NORTNSTAR E J t ITTI ITI , I I \ •. a ` I I O CO RT O JIL U' V FAR NORTH FORT WORTH CRUMB ELEVATED U sm 1000 MUNICIPAL UTILITY DISTRICT NO. 1 WATER TANK GRAPHIC SCALE IN FEET <y' ` 'j P E LOTO N LAND S O L U T I D N 5 rs�tw000 tio++m.ml/on*c�na�a wnlnfaavY 06/06/2017 Exhibit D Off-Site Wastewater Infrastructure Exhibit D to Utility and Infrastructure Agreement EXHIBIT'D1' OFF—SITE WASTEWATER INFRASTRUCTURE \ 1 }.i ,sic.• 1 VI I ;�.I �� NORTHSTHF7 h ��.�(r,.� lf l.•: NORTHSTM t . X. f�PROPOSED 10' �� f1 '• `- I j Q I I ! i FORCE MAIN I'll 1111-1i 11—'I(li l I I I I� IIF IL rte. �` �-j1 i�\Z��2•�:;`\ �"• 1 � I I c) I � Fr \\ %'•-�l ,it .�1 � I IED� '\� ! I �i—:rl � +� �' :.\ AVONDALE HASLET ROAD PROPOSED 10" �' ✓'`-11 I I FORCE MAIN ( ter--I'LL •qL i �' � I , �,,��i +�•.�' I , t ;r� ,- , __j Irk—=�':,.. ;� OFFSITE 10"FORCE MAIN±14,300 LF PROPOSED 10" ''' =� O Q 1 I FORCE MAINE%'�ti1 ' -j � o Zco NO FORCE MAIN I BEGIN GRAVITY MAIN' frr.A,:/'4;F , . ii 1 1— r7�;� �• '\ �I I �'4r,.,j�:Yr,ti�'s� EEEXHIBIT'D-2' i\X\i1�G�\ PROPOSED 21�s':', J'r CONTINUATION S �`y�;�c�• GRAVITY SEWERr` WELLINGTON \\ 1 i J ' t t l \I ,Lp it,•�ij\� �.,':';.Q` I, L71it.// � ' ) fTfT1lm t J � FAR NORTH FORT WORTH ° soo 'e°° g MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET 5 PE LOTO N III LAND SOLUTIONS 08/28/2017 7 Ei i EXHIBIT'D2' OFF-SITE WASTEWATER INFRASTRUCTURE 111 '"�'` PROPOSED 10" I I' i i � I L ' 'FORCE MAIN \. (—'1 END FORCE MAIN J BEGIN GRAVITY MAIN .,8 '•�I r I `-` WELLINGTON MR, ill:;. : IV bO woI, \ '\`` 'BLUE MOUND ROAD W O� J i i I, 11=, I ;.I I I ' O I i cn u) TF� n 1, ' (u :tui �I�. I!Ij l� III FL 0111i co V)zf - Lu Vii. , •'\ iLl I�11 1. /� v'��\✓ /:./'✓1 i\�iy �.,^•y� LC\..r UJ f% i 7� PROPOSED 12 -21" G \\ GRAVITY SEWER I p i IE I B I ONDS RANCH ��A�,i'� ,, BONDS RANCH ROAD �A � y �ROAD OFFSITE 12"-21"GRAVITY I I \�. ��Qv�i`;• SEWER MAIN 121,500 LF I o Lp FIT, 0 j r. W FAR NORTH FORT WORTH o aoo 1eoo s MUNICIPAL UTILITY DISTRICT NO. 1 TPF GRAPHICSCALEINFEET it P E LOTO N r\\ f CONNECT TO EXISTING (II II L A N D s O L U T I O N s I 27-SANITARY SEWER 1 � Iv 08/28/2017 a Ci Exhibit E Roadway Improvements Exhibit E to Utility and Infrastructure Agreement f Exhibit F Pavement Repair Standards E t 1 f t I[`E k 4 s y € € i € € t i € z i i 1 i t I w i I I i Exhibit F to Utility and Infrastructure Agreement EXHIBIT'E' ROADWAY IMPROVEMENTS t ! o = z�u Qy 2!l cc + F rc 3 JSeVgtaE`'S 111• f 11 �I ;1 III I f J I I I t r I I ulrkli!i;��\\ ku I t I I . 1 G12 .:y 7 till If FIRu 11 ✓ [ Is t JI\'Excp."91 `I F etiT�.�7�Ror�) 1( Eaaswt`�,y,1.�RD�,. NORTHSTAR � PARKWAY \ k LEGEND NORTHSTAR PARKWAY ` COLLECTOR STREET LOCALSTREET i • I III k 1 I I \ 1 - \ ` l WISE COUNTY LIMIT f 11 I I DENTON COUNTY LIMIT 9 fff Z5 5 w� f Zf� 5 o f Z. z (� Fu o 5 FAR NORTH FORT WORTH o 7- 1500 g MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET S P E LOTO N III11 1 L A N D S O L U T I O N S = 'II 08/28/2017 j M 9 k q � G | § Cl) . .01 )K g2� b ® 3 2LLI / 7 | ..! � LIJ � !\; ' \ Bye 3> L | / < � F- � «§= { jZze ®■ I § | 2 0 ' • � k§�& /)�2) � _on§ ' �{ E . :a � | . t � , © �E , . t K d • ' § 9 k \ | k � , . Of | ¢ i | ƒ m ! , S 2 | . K%2 §¥ LEO | k ) w E | \ K z r LL LL m EIJ | �,- �e z:.�w• o � O - ; / COUJ ƒ E « � 6 E7-I | 0 tb ®\ ;■ ! &■;° ' p pi5w,t 2■ ['T ( lair, | � . � • � ' , 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 ("Assi ee") (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. j 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. i Exhibit G to Utility and Infrastructure Agreement i 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 x Name: Title: ASSIGNEE: By: Printed Name: Title: E s r t r u E a Exhibit G to Utility and Infrastructure Agreement 3 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 i Exhibit G to Utility and Infrastructure Agreement Exhibit A Transferred Premises 1 Exhibit F-2 First Amendment to Utility and Infrastructure Agreement City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/7/2018 DATE: Tuesday, August 7, 2018 REFERENCE NO.: L-16133 LOG NAME: 06065030 FAR NORTH FORT WORTH MUD #1 AGREEMENT AMENDMENTS SUBJECT: Authorize Execution of First Amendment to Utility and Infrastructure Agreement and First Amendment to Development Agreement for the Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties (ETJ Adjacent to COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize the City Manager or a designee to execute the following amendments to agreements for the Northstar development in the Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties and to take any actions to carry out such agreements: 1. First Amendment to 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; and 2. First Amendment to Utility Agreement. DISCUSSION: Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties (the District) encompasses approximately 733 acres of land in Fort Worth's extraterritorial jurisdiction in Tarrant, Denton and Wise counties (the Property). The Property is located east of U.S. Highway 81/287 and west of Sendera Ranch Boulevard. The City will be the retail water and wastewater service provider to the Property at outside city limit rates, subject to construction of off-site and on-site water and wastewater infrastructure by the District and Northstar Ranch, LLC, owner and developer of the Property. On December 15, 2015, the City Council adopted Resolution No. 4554-12-2015 consenting to creation of the District and authorizing execution of Agreement Concerning Creation and Operation of Far North Fort Worth Municipal Utility District No. 1 Mayor and Council Communication (M&C L-15844). The District was created by order of the Texas Commission on Environmental Quality dated January 20, 2017 and was granted road powers by the Texas Legislature by House Bill 4331 approved on May 20, 2017. On August 15, 2017, the City Council authorized execution of a Utility and Infrastructure Agreement, Development Agreement, and First Amendment to Agreement Concerning Creation and Operation of Far North Fort Worth Municipal Utility District No. 1 (M&C L-16059). The Utility and Infrastructure Agreement provides for design and construction of certain on-site and off-site water and wastewater infrastructure to serve the Property. Northstar Ranch, LLC and the District have asked the City to amend the Utility and Infrastructure Agreement and the Development Agreement with respect to the phasing of construction of water and wastewater infrastructure and roads to serve the Property. The amendment to the Utility and Infrastructure Agreement reflects that the City will provide retail water and wastewater service to the Logname: 06065030 FAR NORTH FORT WORTH MUD 91 AGREEMENT AMENDMENTS Page 1 of 2 eastern portion of the Property after Northstar Ranch, LLC and the District construct connections to existing City infrastructure in the Sendera Ranch development. The City will provide retail water and wastewater service to the western portion of the Property as off-site water and wastewater infrastructure is constructed by Northstar Ranch, LLC, the District or other developers. The amendment will allow Northstar Ranch, LLC to construct up to 20 model homes on the western portion of the Property, to be served by City water service and an on-site sewer system. Sale of the model homes to end-users is prohibited until City wastewater service is available. The amendment to the Utility and Infrastructure Agreement also modifies the road construction requirements by Northstar Ranch, LLC and the District to reflect the phasing of the development described above. The amendment to the Development Agreement is consistent with the amendments to the Utility and Infrastructure Agreement. The Property is located in FUTURE COUNCIL DISTRICT 7. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that approval of this Agreement will have no immediate material effect on City funds. Any effect on expenditures and revenues will be budgeted in future fiscal years. FUND IDENTIFIERS (FIDs): TO Fund Department Accoun?—P—roject Program ctivity BudgetReference # moun ID ID I Year T (Chartfield 2) FROM IFundl Department [Accountl Project Program ctivity Budget Reference # moun ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Jay Chapa (6122) Originating Department Head: Randle Harwood (6101) Additional Information Contact: Mary Elliott (7844) Logname: 06065030 FAR NORTH FORT WORTH MUD 91 AGREEMENT AMENDMENTS Page 2 of 2 �—'11013 CERTIFICATE OF INTERESTED PARTIES FORM 1295 101`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 it there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-366723 northstar developmentLLC Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/11/2018 being filed. Northstar developmentLLC Date Acknowl ed: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. none provided land 4 Nature of interest Name of Interested Parry City,State,Country(place of business) (check applicable) Controlling Intermediary Kim,Gill fort worth,TX United States X 5 Check only if there is NO Interested Party. rl 6 UNSWORN DECLARATION My name is &I , and my date of birth is /2--/49--s7 My address is !W& cj *jAv&` C i"" .&M-n M&I---2M--. 7 lY (street) (CRY) (state) (zip code) (oounhy) I declare under penalty of perjury that the for, o'ng is true and correct. Executed in County, State of M,Mt on the—LLdy of,,, �,20 Lf . (month) (year) ef::;,W Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523