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G1 � S�GROR�' RESTATEMENT OF AND AMENDMENT TO CSC NO. 36202
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND FWFW HOLDINGS,INC. AND FG ALEDO
DEVELOPMENT,LLC FOR MORNING STAR
THE STATE OF TEXAS §
COUNTY OF PARKER §
This Development Agreement (this "Agreement") is entered into by the City of Fort
Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton, Parker, Johnson
and Wise Counties, Texas (the "City"), acting by and through its duly authorized Assistant City
Manager, and FG ALEDO DEVELOPMENT, LLC, a Texas limited liability company, and
FWFW HOLDINGS, INC., a Texas corporation (collectively the "Owner").
ARTICLE I
RECITALS
A. WYA The Ranch at Mary's Creek, Ltd ("Prior Owner") represented to the City
that Prior Owner was the owner of approximately 737 acres in Parker County, Texas, as shown
on Exhibit A and described in Exhibit B attached to this Agreement (the "Development"). The
Development lies entirely within the City's extraterritorial jurisdiction ("ETJ"). Prior Owner
intended to develop the Development as a mixed-use master-planned community to be known as
"MorningStar Ranch."
B. Prior Owner submitted petitions to the TCEQ for creation of MorningStar Ranch
Municipal District No. 1 of Parker County encompassing approximately 380.316 acres of the
Development ("District One") and MorningStar Ranch Municipal Utility District No. 2 of Parker
County encompassing approximately 356.829 acres of the Development ("District Two"), as
shown on Exhibit A, (individually and collectively, the "District").
C. Prior Owner or its predecessor in interest petitioned the City to obtain the City's
consent to the creation of the District.
D. On December 4, 2007, the City Council of the City adopted Resolution No. 3560-
12-2007 consenting to creation of District One and Resolution No. 3561-12-2007 consenting to
creation of District Two (the "Consent Resolutions").
E. On December 4, 2007, the City Council of the City approved that certain
Agreement Concerning Creation and Operation of MorningStar Ranch Municipal Utility District
No. 1 of Parker County (City Secretary Contract No. 36198, M & C-22562) and that certain
Agreement Concerning Creation and Operation of MorningStar Ranch Municipal Utility District
No. 2 of Parker County (City Secretary Contract No. 36199, M & C-22562) by and among the
City, the District and Prior Owner.
F. On December 4, 2007, the City Council of the City approved that certain "Utility
Agreement for MorningStar Ranch (City Secretary Contract No. 36195, M & C-22562) (the
Development Agreement
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46 SCANNED CITY SECRETARY
FT.WORT", TX
"Utility Agreement"), which addresses the design, installation and maintenance of water and
wastewater infrastructure and the plan for providing water and wastewater service to the
Development and that certain "Development Agreement (City Secretary Contract No 36202)
which addresses the enforcement of municipal building codes and establishes land use and
development regulations for the development.
G. On or about May 14, 2011, the City through its duly authorized official approved
a First Amendment to the Utility Agreement for Morningstar Ranch (City Secretary Contract No.
36195-A1).
H. Prior Owner defaulted on its Deed of Trust and the Development was sold on
May 1, 2012 at the courthouse in Parker County in a time, place and manner of sale as required
by applicable law and the terms of the Deed of Trust.
I. After mesne conveyances the Development was sold to Willow Park North
Development, LLC, a Texas limited liability company (now known as The Village at Crown
Park, LLC) who acquired all rights, title and interests in the property and is hereinafter referred
to as "VCP."
J. Willow Park North Development, LLC, as Owner, ratified and affirmed the
Agreement, CSC No. 36202 and the Utility Agreement, CSC. No. 36195, as amended by the
First Amendment (CSC No. 36195-A1), and Owner has requested amendments to the Agreement
and the City is in agreement with such amendments and as such the parties wish to amend CSC.
No. 36202, to among other things change the name of the Development to MorningStar, deletes
obsolete terms, remove groundwater system and incorporate other amendments in accordance
with Section 212.172 of the Texas Local Government Code. VCP conveyed and sold the
Development to MC Estates, LLC on or about July 18, 2013.
K. MC Estates, LLC conveyed and sold the Development to FWFW Holdings, Inc.
and FG Aledo Development, LLC on or about May 29, 2014.
L. The Development is located in an area for which no certificate of convenience
and necessity ("CCN") has been issued by the Texas Commission on Environmental Quality
("TCEO") to provide retail water or wastewater service.
M. It is the Parties' intent that the City will provide retail wastewater service to the
Development.
N. In accordance with the comprehensive water study submitted during platting and
approved by the Water Department on November 10, 2014, the water infrastructure system is
designed to serve the land between the 840 contour and the 920 contour is located on the
Westside IV pressure plane, (the "Westside W Property"), and the land above the 920 contour is
located on the Westside V pressure plane, (the "Westside V Property").
O. On December 4, 2007, the City Council of the City approved that certain "Utility
Agreement for MorningStar Ranch (City Secretary Contract No. 36195, M & C-22562) (the
"Utility Agreement"), and thereafter approved an amendment to such Utility Agreement (the
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"First Amendment") on May 11, 2011 (City Secretary Contract No. 36195-A1). The City and
owner either have or will enter into a Restated and Amended Utility Agreement for MorningStar
(the "Utility Agreement") which addresses the design, installation and maintenance of water and
wastewater infrastructure and the plan for providing water and wastewater service to the
Development.
P. The purposes of this Agreement include encouraging innovative and
comprehensive master-planning of the Development, providing for amenities and enhanced
development requirements; and providing assurances that the Development will remain in the
City's ETJ for the term of this Agreement, except for any commercial property annexed for the
limited purpose of collecting sales and use tax.
Q. It is the Parties' intent that the Development, including all Infrastructure (herein
defined) and all buildings, signs, and other structures and facilities within the Development, shall
be designed, permitted, constructed and inspected as if the Development were located within the
City's corporate limits, subject to the terms of this Agreement.
R. The Parties have the authority to enter into this Agreement pursuant to Section
212.172 of the Local Government Code.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties agree as follows:
ARTICLE II
DEFINITIONS
"Accessory Use" means a use which is clearly incidental to the use of the Principal
Building or the primary use of the property and which is located on the same premises as the
primary use.
"Agreement" means this Development Agreement between the City and Owner.
"Assignee" means a successor to Owner as defined in Sections 9.02(b) and 9.03 of this
Agreement.
"Board" means the board of directors of the District.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or
other instrument evidencing a proportionate interest in payments, due to be paid by the District,
or (b) any other type of obligation that (1) is issued or incurred by the District under the
District's borrowing power, without regard to whether it is subject to annual appropriation, and
(2) is represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but
shall not include reimbursement agreements entered into between the District and a developer of
the Development or bond anticipation notes.
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"Building Codes" means the Building Codes, Sign Code and the Fire Code, as defined
herein, and all other City ordinances, regulations, policies, manuals and other requirements
applicable as of the Filing Date to the construction of Structures within the City's corporate
limits. Further, "Building Codes" includes all amendments to the foregoing requirements and all
new requirements relating to Structures that are adopted or approved after the Filing Date, except
any amendments from which the Development is exempt pursuant to Chapter 245 of the Local
Government Code.
"CCN" means a certificate of convenience and necessity or similar permit issued by the
TCEQ authorizing a specified entity to be the retail water or sewer provider in a specified area.
"CFA Policy" means the City's "Policy for the Installation of Community Facilities" as
amended March 20, 2001 (M & G-13181) and as further amended from time to time, except any
amendments from which the Development is exempt pursuant to Chapter 245 of the Local
Government Code.
"City" means the City of Fort Worth, Texas, a home-rule municipality located in Tarrant,
Denton, Parker, Johnson and Wise Counties, Texas.
"City ode" means the Code of the City of Fort Worth.
"City Council"means the City Council of the City.
"City Mana er" means the City Manager of the City.
"City Review Fees" means: (i) the fees and charges applicable to the City's preliminary
and final plat review and approval process according to the fee schedule adopted by the City
Council and in effect on the date of submittal of each plat application; and (ii) fees and charges
applicable to the review and approval of plans relating to the construction of Infrastructure
according to the fee schedule adopted by the City Council and in effect on the date of submittal
of such plans.
"Commercial Tracts" means Tracts A, B, C, D, E, G, and J shown on the Development
Plan and described in Exhibit C.
"Consent Agreements" means the Agreement Concerning Creation and Operation of
MorningStar Ranch Municipal Utility District No. 1 of Parker County (City Secretary Contract
No. 36198, M & C C-22562) and the Agreement Concerning Creation and Operation of
MorningStar Ranch Municipal Utility District No. 2 of Parker County (City Secretary Contract
No. 36199, M & C C-22562) by and among the City, the District and WYA The Ranch at
Mary's Creek, Ltd., a Texas limited partnership, which were approved by the City Council on
December 4, 2007.
"Consent Resolutions" means Resolution No. 3560-12-2007 consenting to the creation of
District One and Resolution No. 3561-12-2007 consenting to the creation of District Two,
approved by the City Council on December 4, 2007.
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"Contractor" means a person or entity that constructs, alters or repairs Infrastructure
required to serve the Development.
"Declaration of Covenants, Conditions and Restrictions" means a declaration at least as
restrictive as the declaration attached as Exhibit D, to be filed in the Parker County property
records by Owner pursuant to Section 3.09.
"Design Review Guidelines" means design and development guidelines and application
and review procedures for the Development at least as restrictive as the guidelines attached as
Exhibit E,to be filed in the Parker County property records by Owner pursuant to Section 3.09.
"Development" means that certain approximately 737-acre tract located in Parker
County, Texas as depicted in Exhibit A and described in Exhibit B and further described in
Exhibits C and F.
"Development Director" means the Director of the City's Planning and Development
Department.
"Development Plan" means Exhibit F attached to this Agreement identifying various
tracts within the Development. "District" means, individually and collectively, MorningStar
Ranch Municipal Utility District No. 1 of Parker County and MorningStar Ranch Municipal
Utility District No. 2 of Parker County.
"District Confirmation Date" means November 11, 2009, being the date on which the
Board of Directors of the District canvassed the results of the election held within the District
confirming the creation of the District.
"Effective Date" means the date this Agreement is fully executed by the City and Owner.
"ETJ" means the extraterritorial jurisdiction of a city as defined by the Local Government
Code, as amended, with the City's ETJ being an unincorporated area presently extending five
miles from the City's corporate limits, excluding other incorporated municipalities and their
respective ETJs.
"Filing Date" means November 22, 2013, being the date the preliminary plat relating to
the Project filed with the City. For purposes of this section, "Project" means the development of
the Development in accordance with this Agreement.
"Finance Director" means the Director of the City's Finance Department.
"Fire Code" means the following chapters and sections of the 2009 International Fire
Code (Ordinance Nos. 16027, 16252 and 19607), Sections 13-1 and 13-2 of the City Code in
effect on the Filing Date, and includes all amendments to the foregoing regulations that are
adopted after the Filing Date, except any amendments from which the Development is exempt
pursuant to Chapter 245 of the Local Government Code:
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(a) Chapter 1 (Administration), excluding Sections 104.10 (Fire Investigations),
104.10.1 (Assistance from Other Agencies), and 104.11 (Authority at Fires and
Other Emergencies), Section 105.1.2, Item #1 (Operational Permits), and all
sections related to Item#1, and Section 105.6 (Required Operational Permits);
(b) Chapter 2 (Definitions);
(c) Chapter 5 (Fire Service Features), excluding Section 506 (Key Boxes) and
Section 509 (Fire Command Center);
(d) Chapter 6 (Building Services and Systems);
(e) Chapter 7 (Fire Resistance Rated Construction);
(f) Chapter 8 (Interior Finish, Decorative Materials and Furnishings), Section 806
only;
(g) Chapter 9 (Fire Protection System);
(h) Chapter 22 (Service Stations and Repair Garages), excluding Section 2205
(Operational Requirements);
(i) Chapter 23 (High-Piled Combustible Storage), excluding Section 2305
(Housekeeping and Maintenance);
(j) Chapter 27 (Hazardous Materials — General Provisions), excluding reference to
Section 105.6 in Section 2701.5 (Permits), Section 2703.3 (Release of Hazardous
Materials) and Section 2703.9.1.1 (Fire Department Liaison);
(k) Chapter 45 (Referenced Standards);
(1) Appendix B (Fire-Flow Requirements for Buildings); and
(m) Appendix I (Installation of Fire Service Features, Fire Protection Systems and
Tanks)
"Gas Drilling Ordinance" means Ordinance No. 18449 and all amendments to such
ordinance in effect on the Filing Date. Further, "Gas Drilling Ordinance" includes all
amendments to the foregoing regulations and all new requirements relating to drilling or
production of natural gas within the City's corporate limits that are adopted or approved after the
Filing Date, except any amendments from which the Development is exempt pursuant to Chapter
245 of the Local Government Code.
"Governing Regulations" means all City ordinances, regulations, policies, manuals and
other requirements relating to Infrastructure, including the design, location, construction,
payment of fees, operation and maintenance thereof, that were applicable within the City's
corporate limits on the Filing Date. Further, "Governing Regulations" includes all amendments
to the foregoing requirements and all new requirements relating to Infrastructure that are adopted
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or approved after the Filing Date except any amendments from which the Development is
exempt pursuant to Chapter 245 of the Local Government Code.
"Gross Acre" means each of the 737 acres included within the Property, without any
exclusion for easements, right-of-way or any other purpose.
"Homeowners Association" means the association established by the Owner in
accordance with the Declaration of Covenants, Conditions and Restrictions.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Development, whether located within or
outside the Development. When "Infrastructure" is expressly identified as water Infrastructure
or wastewater Infrastructure, "Infrastructure" is limited to the specified type.
"Infrastructure Inspection Fees" means the fees applicable to the inspection and testing of
Infrastructure according to the fee schedule adopted by the City Council and in effect on the date
of the inspection.
"Large Retail Store" means a store for the retail sale of merchandise with a footprint
exceeding 50,000 square feet, including without limitation a general merchandise store, antique
shop, appliance sales or supply store, new or used clothing store, new or used furniture store,
greenhouse or plant nursery, grocery store, or facility for general retail sales. A large retail store
that sells to members only or that offers merchandise at wholesale is not excluded from this
definition.
"Lender" means a person or entity that receives a collateral assignment, pledge, security
interest, lien, or other encumbrance of or in all or any part of the Development or in any Owner's
or Assignee's rights under this Agreement to secure repayment of a debt or performance of an
obligation by such Owner or Assignee.
"Local Government Code" means the Texas Local Government Code, as amended.
"Lot Owner" means any "end-buyer of a fully developed and improved lot" within the
Development as such phrase is used in Section 212.172(f) of the Local Government Code. A Lot
Owner is neither an Owner nor a Party and is bound by this Agreement in accordance with
Section 9.04.
"Non-Owner Assignee" is defined in Section 9.02(c) of this Agreement.
"Notice" means notice as defined in Section 9.01 of this Agreement.
"Owner" means FG ALEDO DEVELOPMENT, LLC, a Texas limited liability company,
and FWFW HOLDINGS, INC., a Texas corporation, collectively, and their successors and
Assignees permitted by this Agreement, but does not include a Lot Owner.
"Party" means, individually, the City, Owner, or Owner's successors and Assignees
permitted by this Agreement
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"Premises" means a single tract or platted lot. In addition, multiple adjacent tracts or
platted lots under common ownership will be deemed to be a single premises if they meet the
following requirements:
(a) Lots or tracts are not separated by intervening streets, alleys, utility or railroad
rights-of-way or other interruption;
(b) Property contains a single primary use; and
(c) Property is not used for one- or two-family residential purposes.
Tracts or platted lots that are at cross corners or that are connected by narrow strips of land too
small to serve as emergency access easements shall not be considered to be adjacent.
"Principal Building" means a building in which the primary use of the lot on which the
building is located is conducted.
"Residential Tracts" means all property within the Development, save and except the
Commercial Tracts.
"School Site" means that 15.025 acre tract depicted and described in Exhibit "F."
"Sign Code" means Chapter 29 of the City Code.
"Strategic Partnership Agreements" means the Strategic Partnership Agreement Between
the City of Fort Worth, Texas and MorningStar Ranch Municipal Utility District No. 1 of Parker
County and the Strategic Partnership Agreement Between the City of Fort Worth, Texas and
MorningStar Ranch Municipal Utility District No. 2 of Parker County, Texas, the forms of which
are attached to the Consent Agreements (City Secretary Contract Nos. 36198 and 36199) as
Exhibit C.
"Structure" means any permanent building or structure that is intended for human
occupancy and any other structure (including signs).
"Subdivision Regulations" means the City's Subdivision Ordinance No. 17154-09-2006
and the Plan Commission Rules and Regulations in effect on the Filing Date and including all
amendments to the foregoing regulations that are adopted after the Filing Date, except any
amendments from which the Development is exempt pursuant to Chapter 245 of the Local
Government Code.
"TCEO" means the Texas Commission on Environmental Quality or its successor state
agency.
"Utility Agreement" means the Utility Agreement for Morningstar Ranch approved by
the City Council on December 4, 2007 (City Secretary Contract No. 36195, M & C C-22562),
amended on May 14, 2011 (City Secretary Contract No. 36195A-1 and further amended on June
9, 2015 (City Secretary Contract No. ) relating to the provision of water and wastewater
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service to the Development and the construction, ownership, operation and maintenance of water
Infrastructure and wastewater Infrastructure both inside and outside the Development.
"Zoning Ordinance" means Ordinance No. 13896, together with any amendments thereto
that are in effect on the Filing Date, codified as Appendix "A" to the City Code. Further,
"Zoning Ordinance" includes all amendments to the foregoing regulations that are adopted after
the Filing Date, except any amendments from which the Development is exempt pursuant to
Chapter 245 of the Local Government Code.
ARTICLE III
DEVELOPMENT REGULATIONS
3.01 Applicable Regulations. The Development shall be developed in accordance with
the Subdivision Ordinance and all City ordinances, regulations, policies, manuals and other
requirements that would apply to the Development if it were located within the City's corporate
limits, including without limitation the Building Codes, Governing Regulations, Drilling
Ordinances and applicable provisions of the Zoning Ordinance specified below, except as
modified by this Agreement. If this Agreement imposes stricter requirements, this Agreement
shall control. Further, Owner shall comply with all applicable federal, state and local regulations
applicable to the Development.
3.02 Land Use and Development Regulations. The Development shall be developed as
follows:
(a) The Commercial Tracts shall be developed in accordance with the permitted uses
and development regulations applicable to the "E" Neighborhood Commercial
District as reflected in Article 8 of Chapter 4 and Section 4.901 of the Zoning
Ordinance, plus large retail stores in accordance with Section 5.134 of the Zoning
Ordinance, private or non-profit community centers, cocktail lounge, gun
smithing (repair or sales), saddle or harness (repair or sales), retail auto parts
supply, service station, portable sales or construction trailer, brew pub, produce
market, mini-warehouse and accessory uses permitted in accordance with Section
3.03.
(b) The one- family Residential Tracts shall be developed in accordance with the uses
permitted in the "A-5" One-Family District, as reflected in Section 4.603 of the
Zoning Ordinance, plus schools, private or non-profit community centers, and
accessory uses permitted in accordance with Section 3.03. The Development
shall include a mixture of residential lot sizes, as follows:
(i) A maximum of 915 lots with a minimum lot size of 6,000 square feet (the
"6,000 sf lots");
(ii) A maximum of 1075 lots with a minimum lot size of 7,500 square feet
(the "7,500" sf lots"); and
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(iii) A maximum of 320 lots with a minimum lot size of 9,000 square feet (the
"9,000 sf lots").
The maximum number of lots contained in subsections (i) through (iii) above may
be exceeded, provided that such additional lots replace smaller lots. Residential
density shall not exceed an average of 2.9 units per Gross Acre (herein defined).
(c) The following development regulations shall apply to the One Family Residential
Tract:
(i) All 6,000 sf lots shall be developed in accordance with Section 4.705 of
the Zoning Ordinance applicable to the "A-5" One-Family Residential
District.
(ii) All 7,500 sf lots and 9,000 sf lots shall be developed in accordance with
Section 4.704 of the Zoning Ordinance applicable to the "A-7.5" One-
Family Residential District.
3.03 Accessory Uses. No accessory uses shall be permitted in the Development,
except for the following accessory uses, which shall be subject to compliance with the
designated sections of the Zoning Ordinance:
(a) Accessory Uses on Residential Lots (Section 5.301);
(b) Accessory Uses on Non-Residential Lots (Section 5.302);
(c) Fences (Section 5.305); and
(d) Storage or Display in Commercial Districts, Outdoors (Section 5.306)
3.04 Temporary Uses. No temporary uses shall be permitted in the Development,
except for the following temporary uses, which shall be subject to compliance with the
designated sections of the Zoning Ordinance:
(a) Garage or Other Occasional Sales, except that no permits shall be required and no
fees shall be charged (Section 5.402);
(b) Model Home (Section 5.403);
(c) Trailer, Portable Sales, Construction or Storage (Section 5.405); and
(d) Temporary Batch Plants, Asphalt or Concrete (Section 5.401)
3.05 Development Standards. Chapter 6 of the Zoning Ordinance shall apply to the
Development, including, but not limited to regulations relating to:
(a) Off-Street Parking and Loading (Article 2);
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(b) Landscaping and Buffers and Urban Forestry (Article 3);
(c) Signs (Article 4); and
(d) Residential Design Standards (Article 5)
3.06 Parks and Recreational Amenities.
(a) Application of the City's current Neighborhood and Community Park Dedication
Policy (N&CPDP) based on a projected 2072 single family lots, would require a
minimum neighborhood park land dedication of 15.54 acres. Neighborhood park
development fees of $30,000 per acre totaling $466,200.00 and the dedication of
23.31 acres of contiguous community park land will also be required. There
would also be 1152 linear feet of road frontage required adjacent to the
neighborhood park land dedication.
(b) Owner shall not be required to escrow neighborhood park development fees with
the City. However, the Design and Development of amenities must meet or
exceed City standards as defined in the City's N&CPDP and Park Recreation and
Open Space Master Plan. Owner shall retain detailed documentation for the
expenditures on Phase one park improvements. Additionally, the design and
development of recreational amenities will be as defined in the City's N&CPDP
and Park Recreation and Open Space Master Plan and shall provide such
documentation to the City's Parks and Community Services Department upon
request.
(c) Owner shall install the following recreational amenities on the property:
(i) An amenity center consisting of a clubhouse, pool with restrooms, splash
pad park, playground, shade structures and tanning deck, which shall all
be completely constructed prior to completion of the 800th home in the
Development;
(ii) A hike and bike trail system with a minimum length of 12,000 linear feet,
paved with concrete, crushed granite or other all-weather surface, to
include trailheads, benches, shelters, scenic overlooks and related
amenities shall be completely constructed prior to completion of the 800`h
home in the Development; and
(iii) A minimum of 115 acres of the Development shall remain open space,
including natural waterways, water features to include the hike and bike
trail system.
(d) The recreational amenities provided by Owner in accordance with Subsection (c)
shall constitute full satisfaction of all park dedication and fee requirements.
Owner shall provide evidence of expenditure of at least $466,200.00 for the
amenities described in Subsection (c)(ii) and (c)(iii).
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(e) All park and recreational facilities shall remain the property of the Developer or a
Homeowners Association. At no time now or in the future will the City own or
maintain the parks or recreational amenities in the Development.
3.07 Fences. In addition to fence regulations outlined in Chapter 5, Article 3 of the
Zoning Ordinance, the following requirements shall apply:
(a) All fences adjacent to freeway or arterial streets shall be constructed of brick,
stone, reinforced concrete products, masonry, split rail or designed tubular steel.
A stained wood fence on metal posts with pickets facing the street is permitted,
provided that such fence is screened by a berm so that the fence is not visible
from the freeway or street. Chain link is expressly prohibited.
(b) Private residential fences situated between residential lots shall consist of stained
wood pickets on metal posts or designed tubular steel.
(c) An upgraded fence consisting of a stained wood fence on metal posts with pickets
facing the street or designed tubular steel shall be required where a side or rear
yard residential fence is: (i) across the street from a front yard, a designated open
space area or a public park; or (ii) is situated on a corner lot.
3.08 Landscape Requirements. The Development shall be subject to landscape
requirements for commercial uses in accordance with Chapter 6, Article 3 of the Zoning
Ordinance. Owner shall submit a landscape plan for medians and parkways to the City Parks
and Community Services Department and the Transportation and Public Works Department for
approval of plant material, consideration of future maintenance requirements and prevention of
traffic hazards. In addition, the following landscaping and amenities, at a minimum, shall be
installed on each residential lot prior to initial occupancy:
(a) One (I)-three-inch caliper tree shall be planted in front of each house with a
second three-inch caliper tree to be located per homeowner/builder preference.
(b) Shrubs shall be provided in any size increment totaling a minimum of 30-gallons
per residential lot that exceeds 7,500 square feet in area and a minimum of 25
gallons on each residential lot with an area of 7,500 square feet or less.
(c) The front and side yards of each residential lot shall be fully sodded.
(d) An irrigation system shall be installed in the front and side yards.
3.09 Covenants, Conditions and Restrictions; Design Review Guidelines.
(a) Prior to the sale of any lots in the Development, Owner shall file the Declaration
of Covenants, Conditions and Restrictions and Design Review Guidelines, which
shall be in a form at least as restrictive as Exhibits D and E, in the Parker County
real property records. Owner shall provide a copy of the proposed Covenants,
Conditions and Restrictions and Design Review Guidelines to the Development
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Director at least forty-five (45) days before recording the documents. Owner shall
provide evidence of filing to the City within thirty (30) days after filing.
(b) All builders and property owners in the Development shall adhere to the
Declaration of Covenants, Conditions and Restrictions and the Design Review
Guidelines.
(c) The District's Board of Directors and the Homeowners Association may amend
the Declaration of Covenants, Conditions and Restrictions and the Design Review
Guidelines, provided that the spirit of such documents is not diminished and a
copy of the amendment is provided to the City within thirty (30) days after
adoption.
3.10 Entry Feature. Owner shall construct an entry feature at the entrance to the
Development. The entry feature shall have a minimum cost of $150,000 and shall consist of a
water feature, entry sign, landscaping and/or other elements, at Owner's discretion. No element
of the entry feature shall exceed a height of 35 feet. Entry features shall be located outside of the
twenty (20)foot by twenty (20) foot sign visibility triangle at any given intersection and shall not
impede the minimum sight distance of three hundred (300) feet in any direction. Encroachments
over streets that are or will become public are prohibited.
3.11 Traffic Management. Owner will construct southbound left-turn and northbound right-
turn deceleration lanes on Farm to Market Road (FM 3325) at Old Weatherford Road, Morning
Mist Trail, Gladstone Drive and Westpoint Boulevard in accordance with Texas Department of
Transportation requirements at no cost to the City when whichever comes first: 1) required by
the Texas Department of Transportation access permit; or 2) the "Trigger Point" listed in the
following table is reached. Owner will install dedicated right turn lanes on all development
roadways connecting to the State roadway system and Old Weatherford Road. Owner shall
"show" and "note" on final plat a reservation of future right-of-way (180' diameter circle
centered on the intersection centroid) to allow for roundabout improvements on Farm to Market
Road (FM 3325) at Old Weatherford Road, Morning Mist Trail and Westport Boulevard to be
constructed by others. If the Owner sells any or all parcels within the reserved future right-of-
way deed restrictions shall be included to reserve the future right-of-way dedication. The deed
restriction for the future right-of-way shall include the following restrictions: no structures,
objects or plants (of any type with a height greater than 24 inches above top of curb) including,
but not limited to buildings, fences, trees, shrubs, vehicles, etc., and noted on the plat.
Owner shall "show" and "note" on final plat a reservation of future right-of-way (180' diameter
circle centered on the intersection centroid) to allow for roundabout improvements on Old
Weatherford Road and North-South Collector (Indigo Sky Drive) that will provide for a future
roundabout built by others that is similar to the proposed roundabout at Westpoint Boulevard and
North-South Collector (Indigo Sky Drive) with final plat. The reservation of future right-of-way
shall not require the loss of residential lots currently shown on the approved Preliminary Plat. If
the Owner sells any or all parcels within the reserved future right-of-way deed restrictions shall
be included to reserve the future right-of-way dedication. The deed restriction for the future
right-of-way shall include the following restrictions: no structures, objects or plants (of any type
Development Agreement
Morning Star Page 13
with a height greater than 24 inches above top of curb) including, but not limited to buildings,
fences, trees, shrubs, vehicles, etc., and noted on the plat. Owner agrees to construct northern
half of Old Weatherford Road (two-lane urban design standards - 1/2 M4U) from FM 3325
eastward to include the intersection of the North-South Collector (Indigo Sky Drive) with 1,OOO1h
single family home in the development. Owner agrees to construct northern half of Old
Weatherford Road (two-lanes urban design standards - 1/2 4MU) from the intersection of the
North-South Collector (Indigo Sky Drive) eastward to include the intersection of the North-
South Roadway (Prestonshire Drive) to include lane transition for lane balancing needs beyond
the eastern property limit of the Development on Old Weatherford Road included in the
community facilities agreement associated with the final plat containing the 1,2001h single family
home in the Development.
Owner agrees to construct ultimate section of Westpoint Boulevard (four-lane divided urban
design standards — M4D) from FM 3325 eastward to North-South Roadway (Prestonshire Drive)
to include a roundabout at the intersection of the North-South Collector (Indigo Sky Drive) as set
forth in the table below. Owner agrees to construct northern half of Westpoint Boulevard (two-
lane urban design standards - 1/2 M4D) from the intersection of the North-South Roadway
(Prestonshire Drive) eastward to eastern edge of property to include lane transition for lane
balancing needs beyond the eastern property limit of the Development on Westpoint Boulevard
in the community facilities agreement associated with the final plat.
The Owner shall dedicate a 66' right-of-way on Gladstone Drive from FM 3325 under ownership
or control from the intersection that will provide for a 66' wide collector facility from FM 3325
heading east with a transition down to a 50' width at the first set of residential lots. Owner
agrees if the phased construction of the Development significantly deviates from the approved
preliminary plat that the Transportation and Public Works Department may ask for a Traffic
Impact Study and require additional mitigation and/or amend the timing of the above listed
improvements, should they become necessary sooner due to the proposed deviations. Owner and
City agree to fifty (50) foot right of ways for residential streets and that all streets are to be
constructed to City urban design standards as provided in the Subdivision Ordinance and the
Street Development Design Standards. City and Owner agree that the major right-of-ways in the
Development shall be as shown on Exhibit H and as follows:
URBAN DESIGN STANDARDS:
Local Streets: 50' ROW (2 lanes: 29ft. B-B, 4' sidewalk both sides)
Collector Streets: 60' ROW (2 lanes: 37ft. B-B, leach 10ft. shared pedestrian/bike
pathway and 1 each 4ft. wide sidewalk)
Minor Arterial (M4U): 80' ROW (4 lanes undivided: 55ft. B-B, 10 ft. shared
pedestrian/bike pathway each side of roadway)
Major Arterial (M4D): 110' ROW (4 lanes divided: 2-lanes 28ft. B-B, 21ft. median, 2-
lanes 28ft. B-B, 10 ft. shared pedestrian/bike pathway each side of roadway)
Development Agreement
Morning Star Page 14
Owner will provide 1Oft. shared pedestrian/bike pathway on one side of all collector facilities to
include a minimum of 5' planting space between back of curb and pathway and on the opposite
side of the facility a minimum 4ft. wide sidewalk. Along Indigo Sky Drive, the 10' wide path
will be placed on the west side of Indigo Sky Drive and along Morning Mist Trail, the 10' wide
path will be placed on the south side to serve the amenity center, provided however on both
streets the 10' pathway may encroach into the area reserved for landscaping. Sidewalks 4' wide
will be constructed on the east side of Indigo Sky Drive and the north side of Morning Mist Trail
to limit encroachment into the landscape buffer.
Owner shall construct loft. shared pedestrian/bike pathways one foot off of the property line
within the parkway for all minor and major arterials adjacent to property under ownership or
control. The City of Fort Worth's Master Thoroughfare Plan identifies Westpoint Boulevard as a
major arterial and Old Weatherford Road as a minor arterial.
IMPROVEMENT TRIGGER RESPONSIBILTY
POINT*
On final plat show and note reservation for future ROW
dedication of 180ft. Diameter for intersections on FM 3325 at Final Plat Morningstar
Old Weatherford Road, Morning Mist Trail and Westport
Boulevard
On Final Plat, show and note Reservation of Future ROW
dedication for property under Owner ownership or control at
intersection of Old Weatherford Road and North-South Final Plat Morningstar
Collector(Indigo Sky Drive) for roundabout to be built by
others. However, said reservation shall not require Owner to
lose a lot on the approved preliminary plat.
Concurrent
Construct southbound left-turn lane and northbound right turn With
deceleration lane on Farm to Market Road (FM 3325) at Old construction of Morningstar
Weatherford Road.TxDOT permit required. Old
Weatherford
Road
Construct southbound left-turn lane and northbound right turn Concurrent
deceleration lane on FM 3325 at Morning Mist Trail. TxDOT with Phase 1 Morningstar
permit required. See Note (a)
Concurrent
Construct southbound left-turn lane and northbound right turn with
deceleration lane on FM 3325 at Gladstone Drive. TxDOT construction of Morningstar
permit required. Gladstone
Drive
Concurrent
Construct southbound left-turn lane and northbound right turn with
lane on FM 3325 at Westpoint Boulevard. TxDOT permit construction of Morningstar
required. Westpoint
Boulevard
Construct two egress lanes (66ft. ROW) on internal roadway Concurrent
facilities (Morning Mist Trail and Gladstone Drive) connecting with Morningstar
to FM 3325 Construction of
Development Agreement
Morning Star Page 15
Morning Mist
Trail and
Gladstone
Drive
Construct two egress lanes (66ft. ROW) on the North-South Concurrent
Collector (Indigo Sky Drive) connecting Old Weatherford with the
Road. construction of Morningstar
Indigo Sky
Drive
Construct northern half of Old Weatherford Road ('/z M4U)
from FM 3325 eastward to include intersection of the North- 1,000`'Home Morningstar
South Collector (Indigo Sky Drive) and westbound right-turn
lane onto North-South Collector(Indigo Sky Drive)
Construct northern half of Old Weatherford Road ('/z M4U)
from the intersection of North-South Collector (Indigo Sky 1,200t'Home Morningstar
Drive) to eastern edge of property
Construct Prestonshire Road (29ft. B-B with sidewalk on west When adjacent
side only) from Old Weatherford to approximately 500ft. north lots are
to connect to local street developed,
according to
City Policy as Morningstar
of 4/23/2014
(approval date
of Preliminary
Plat)
Construct ultimate section of Westpoint Boulevard (M4D) from When adjacent
FM 3325 eastward to Prestonshire Road to include roundabout lots are
at North-South Collector(Indigo Sky Drive) developed, Morningstar
according to
City Policy as
of 4/23/2014
Construct northern half of Westpoint Boulevard (1/2 M4D) When adjacent
from North-South Road(Prestonshire Road) lots are
developed, Morningstar
according to
City Policy as
of 4/23/2014
Construct Prestonshire Road (29ft. B-B with sidewalk on west When adjacent
side only) from Westpoint Boulevard to approximately 800ft. lots are
south to connect to local street developed,
according to Morningstar
City Policy as
of 4/23/2014
Note (a): Once Owner can show evidence of a TxDOT permit for the construction of left turn land and
deceleration lane improvements on FM 3325, City shall issue acceptance letter for Phase 1 internal
improvements and shall issue building permits (BP) and certificates of occupancy (CO). However, the
City shall issue no more than 200 building permits until said FM 3325 improvements are completed. In
the event of a conflict between this agreement and the Utility Agreement, the Utility Agreement shall
control the timing of the issuance of building permits.
Development Agreement
Morning Star Page 16
3.12 Plat Approval. Subdivision of the Development or any portion thereof shall
require approval of plats by the City Plan Commission. The conveyance by metes and bounds of
any portion of the Development 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 the approval of the City; provided, however, no Structure
shall be constructed on any portion of the Development conveyed for such purpose unless and
until a plat of such portion has been approved by the City Plan Commission.
3.13 Building Permits; Fees; Inspections. All Structures constructed in the
Development shall be subject to City building permit, permit fee and inspection requirements as
if such Structures were constructed within the City's corporate limits.
3.14 Enforcement of Environmental Regulations. Pursuant to Section 212.172(b)(6) of
the Local Government Code, the Parties agree that the City may, but is not obligated or required
to, enforce environmental regulations set out in Chapter 12.5 of the City Code, as amended from
time to time.
3.15 Homeowners Association. Owner will establish the Homeowners Association in
accordance with the Declaration of Covenants, Conditions, and Restrictions. Membership in the
Homeowners Association shall be mandatory for all owners of property within the Development.
The Homeowners Association shall perform all duties identified in the Declaration of Covenants,
Conditions and Restrictions and shall operate and maintain all parkland and recreational
amenities in accordance with this Agreement.
3.16 Enforcement. The City and Owner agree that this Agreement and Section
212.172 of the Local Government Code authorize enforcement by the City of the Building
Codes, Governing Regulations, Gas Drilling Ordinance and all other City ordinances applicable
to the Development pursuant to this Agreement in the same manner duly enacted municipal
regulations are enforced within the City's corporate boundaries.
3.17 Impact Fees. Owner will be responsible for water and sewer impact fees at the
maximum assessable schedule amount. No Transportation Impact Fees or Road Impact Fees are
due or payable as a result of the Development until such time as the property is annexed for full
purposes and included in a Transportation Impact Fee Study.
3.18 Water Main Capacity Charge and Per Acre Charge. Owner will be responsible
for water main capacity charge and the per acre charge.
3.19 Land Sale of School Sites. Owner agrees to sell to the Aledo Independent School
District ("AISD"), only upon AISD's request and at a price to be agreed upon by both Owner
and AISD, the school site shown and described in Exhibit F on or before five (5) years after the
date this Development Agreement is approved and executed by the City of Fort Worth.
Development Agreement
Morning Star Page 17
ARTICLE IV
DESIGN, CONSTRUCTION, INSPECTION, DEDICATION, OPERATION
AND MAINTENANCE OF DISTRICT FACILITIES
4.01 Infrastructure Standards. All Infrastructure shall be designed and constructed in
compliance with: (a) the Governing Regulations; (b) the rules and regulations, if any, of the
District; (c) the rules and regulations of the TCEQ; and (d) the Utility Agreement. 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 Development
Director. With respect to water Infrastructure and wastewater Infrastructure standards, in the
event of any conflict between this Agreement and the Utility Agreement, the Utility Agreement
shall control.
4.02 Plan Review; Payment of Fees; and Pre-Construction Conference. Construction
of Infrastructure, save and except site grading, shall not commence until (i) the plans and
specifications have been reviewed and approved by the City for compliance with the Governing
Regulations; (ii) a pre-construction conference has been held by the Contractor, the District's
engineer and representatives of the City's Department of Engineering; and (iii) the applicable
City Review Fees have been paid. Site grading may commence at any time once a permit is
received.
4.03 Community Facilities Agreements. Construction of Infrastructure, save and
except site grading, shall not commence until Owner has executed a Communities Facilities
Agreement if required by the CFA Policy. In the event of a conflict between this Agreement and
the CFA Policy, this Agreement will prevail.
4.04 Reports; Inspections. The District, or Owner on behalf of the District, may
employ a consulting engineer to oversee construction of the Infrastructure. City inspectors or
third party inspectors pursuant to the City's third party inspection process shall inspect and test
the Infrastructure. The District, or Owner on behalf of the District, shall pay all Infrastructure
Inspection Fees. The City shall use its best efforts to cooperate with the District's consulting
engineer to prepare inspection reports in a form acceptable to TCEQ. The City, however, in no
way guarantees that the Infrastructure will be constructed in a manner acceptable to TCEQ or
that TCEQ will approve the issuance of Bonds by the District.
4.05 Contracts with Contractors. Owner shall incorporate the requirements of this
Article IV into written construction contracts with all Contractors who are not Owners. All
contracts with such non-Owner Contractors shall provide that the City is a third-party beneficiary
of, and may enforce the contracts against, the Contractor.
4.06 Access by Citployees. Upon prior Notice by the City, any duly authorized
employee of the City bearing proper credentials and identification shall be granted access to any
property of the District within the Development as the City may determine necessary for the
purpose of inspection and testing of Infrastructure.
4.07 Wastewater Service; Dedication of Wastewater Infrastructure and Easements to
City. The District will dedicate all wastewater Infrastructure constructed by or on behalf of the
Development Agreement
Morning Star Page 18
District, both inside and outside the Development, together with all easements for such
Infrastructure, to the City upon final inspection and acceptance of such Infrastructure by the City,
in accordance with the Utility Agreement. Thereafter, the City will provide retail wastewater
service to the Development.
4.08 Water Service; Dedication of Water Infrastructure and Easements to City. The
District will dedicate all water Infrastructure constructed by or on behalf of the District, both
inside and outside the Development, together with all easements for such Infrastructure, to the
City upon final inspection and acceptance of such Infrastructure by the City, in accordance with
the Utility Agreement. Thereafter, the City will provide retail potable water service to the
Development.
4.09 Operation and Maintenance of Infrastructure. The District shall cause all
Infrastructure to be operated and maintained in accordance with the Utility Agreement, except
for water Infrastructure and wastewater Infrastructure dedicated to the City pursuant to Sections
4.07 and 4.08, which shall be operated and maintained by the City in accordance with the Utility
Agreement.
4.10 As-Built Drawings. Owner shall deliver as-built drawings in a form acceptable to
the City for all Infrastructure to the City's Transportation and Public Works Department within
thirty (30) days after final inspection.
4.11 Reimbursement Agreements. Owner shall not enter into agreements for
reimbursement of costs incurred (i) in connection with District One in amounts exceeding
$60,000,000 for total reimbursement costs, and (ii) in connection with District Two in amounts
exceeding $60,000,000 for total reimbursement costs. All agreements entered into by the
District for reimbursement of costs incurred in connection with the District shall provide that: (a)
the District will not reimburse landowners or developers for costs not evidenced by the issuance
of Bonds within twenty (20) years after the Effective Date; and (b) the landowner or developer
waives all claims against the City for reimbursement of obligations not evidenced by the
issuance of Bonds within twenty (20) years after the Effective Date. Any reimbursement
agreements entered into by Owner in violation of this section shall be void.
4.12 Amendment to District Agreements. Following the Effective Date and the
approval of road powers for the District by action of the Texas Legislature or the TCEQ
or other state agency, the City Council for the City shall consider the adoption of the
necessary resolution or ordinance amending (i) the Agreement Concerning Creation and
Operation of MorningStar Ranch Municipal Utility District No. 1 of Parker County (City
Secretary Contract No. 36198 M & C-22562), and (ii) Agreement Concerning Creation
and Operation of MorningStar Ranch Municipal Utility District No. 2 of Parker County
(City Secretary Contract No. 36199, M & C-22562), amending and restating Section
5.02(a)(vi), of each to provide: "5.02(a)(VI) construct, acquire, improve, maintain and
operate macadamized, gravel or paved roads and turnpikes and improvement in aid of
such roads and turnpikes;" which amendment will make clear the applicable district is
authorized to finance all public roads serving such district.
Development Agreement
Morning Star Page 19
ARTICLE V
DEVELOPMENT FEES
The Development shall be subject to all fees applicable to development within the City's
corporate limits, including without limitation plan Infrastructure Inspection Fees, City Review
Fees, building permit and inspection fees, water and sewer impact fees and tap fees, subject to
the Utility Agreement. Failure to expressly identify fees and charges does not constitute a
waiver of such fees and charges. Provided, however, in no event shall the Development be
subject to Transportation Impact Fees or Road Impact Fees or other fees that are not applicable
in the City's ETJ pursuant to state or federal law provided however upon annexation
Transportation Impact Fees or Road Impact Fees shall be applicable.
ARTICLE VI
ANNEXATION
6.01 Immunity from Annexation. Except as provided in Sections 6.02 and 6.03 and
6.05 of this Agreement, the Development shall be immune from annexation during the term of
this Agreement, and the City guarantees immunity from annexation during such time.
6.02 Full Purpose Annexation. The City shall not annex the Development (or a portion
of the Development to the extent permitted by law) for full purposes until on or after the earlier
to occur of: (a) the dissolution of the District (other than as the result of annexation by the City);
or (b) 20 years after the Effective Date. Such authority is in addition to the authority to annex
portions of the Development for full or limited purposes pursuant to Sections 6.03 and 6.05.
6.03 Limited Purpose Annexation. Owner agrees that the City shall have the right to
annex those portions of the Development that are intended for commercial development for the
sole and limited purpose for the City to impose its sales and use tax within the boundaries of
such retail areas pursuant to Section 43.0751 of the Local Government Code. The terms and
conditions upon which such limited purpose annexations may occur are contained in the
Strategic Partnership Agreement.
6.04 Incorporation. In furtherance of the purposes of this Agreement, Owner, on
behalf of itself and its successors and Assignees, covenants and agrees to the extent allowed by
law that, except upon written consent of the City Council, which approval may be withheld or
conditioned by the City Council at its sole discretion, they will not: (a) seek or support any effort
to incorporate the Development, or any part thereof; or (b) sign,join in, associate with, or direct
to be signed any petition seeking to incorporate any of the Development or to include any of the
Development within the boundaries of any other incorporated entity.
6.05 Annexation of Portions of Development. Owner agrees to cooperate with and
assist the City in annexing one or more areas in the manner prescribed by law which does not
result in the dissolution of the District, each of which may not exceed 525 feet in width at its
widest point or such other width limitation subsequently imposed by law, as reasonably
necessary for the City to connect areas to the City that are outside the District and that the City
intends to annex. The City agrees that such areas shall be located within right-of-way areas or
along lot lines, wherever possible. Notwithstanding the zoning designation approved for the
Development Agreement
Morning Star Page 20
annexed area, such area can be developed and used in accordance with this Agreement. Upon
request, the City will zone such area or areas to the then existing use of such areas or to the
planned use of same.
6.06 Consent to Annexation. Owner and all future Owners and all future Lot Owners,
as defined, and consistent with Section 9.04, of all or any portion of the Development
irrevocably and unconditionally consent to the full purpose annexation of the Development into
the corporate limits of the City in accordance with this Agreement (specifically including
without limitation section 6.07) and the Strategic Partnership Agreement and waive all
objections and protests to such annexation. This Agreement shall serve as the petition of Owner,
all future Owners and all future Lot Owners to full purpose annexation of the Development in
accordance with this Agreement.
6.07 Procedure for Full Purpose Annexation. Owner and all future Owners and all
future Lot Owners, as defined, and consistent with Section 9.04, of all or any portion of the
Development, acknowledge that the Development is exempt from municipal annexation plan
requirements pursuant to Section 43.052(h)(3)(B) of the Local Government Code and hereby
consent to full purpose annexation of the Development in accordance with the procedure
applicable to areas exempted from the municipal annexation plan set out in Chapter 43 of the
Local Government Code, Subchapter C-1, or, if amended, pursuant to the most comparable
annexation procedure. In the alternative, at City's election, the Property shall be deemed to be
within the full-purpose boundary limits of the City on the full purpose annexation conversion
date in accordance with Section 43.0751 of the Local Government Code.
ARTICLE VII
TERM OF AGREEMENT
This Agreement is a development agreement authorized by Section 212.172 of the Local
Government Code. This Agreement will terminate on the latter to occur of: (a) twenty (20) years
from the Effective Date; or (b) full purpose annexation of the Development pursuant to Section
6.02. The term of this Agreement shall not be affected by the annexations permitted by Section
6.05 of this Agreement or by the limited purpose annexation of any commercial property
pursuant to the Strategic Partnership Agreements.
ARTICLE VIII
BREACH, NOTICE AND REMEDIES
8.01 Notification of Breach. If a Party commits a breach of this Agreement, the non-
breaching Party shall give Notice to the breaching Party that describes the breach in reasonable
detail.
8.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after receipt of such Notice and shall complete the cure within
fourteen (14) calendar days from the date of commencement of the cure; however, if the breach
is not reasonably susceptible to cure by the breaching Party within such fourteen (14) day period,
the non-breaching Party shall not bring any action so long as the breaching Party has commenced
to cure the default within such fourteen (14) day period and diligently completes the work within
Development Agreement
Morning Star Page 21
a reasonable time (not to exceed an additional thirty (30) days) without unreasonable cessation of
the work.
8.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek any relief
available at law or in equity, including, but not limited to, an action under the Uniform
Declaratory Judgment Act, specific performance, mandamus and injunctive relief; provided,
however, that the non-breaching Party shall not be entitled to monetary damages or to terminate
this Agreement, and each Party specifically waives any right such Party has or in the future may
have to terminate this Agreement. It is understood and agreed that no Party will seek or recover
actual, consequential or any other type of monetary damages or awards, including but not limited
to attorney's fees, in the event that any Party brings suit under or related to this Agreement.
8.04 Governmental Powers; Waiver of Immunity. It is understood that by execution of
this Agreement the City does not waive or surrender any of its governmental powers, immunities
or rights, except as specifically waived pursuant to this section. The City waives its
governmental immunity from suit and liability only as to any action brought by a Party to pursue
the remedies available under this Agreement and only to the extent necessary to pursue such
remedies. Nothing in this section shall waive any claims, defenses or immunities that the City
has with respect to suits against the City by persons or entities not a party to this Agreement.
ARTICLE IX
ADDITIONAL PROVISIONS
9.01 Notice. Any notices, certifications, approvals, or other communications required
to be given by one Party to another under this Agreement (a "Notice") shall be given in writing
addressed to the Party to be notified at the address set forth below and shall be deemed given: (i)
when the Notice is delivered in person to the person to whose attention the Notice is addressed;
(ii) when received if the Notice is deposited in the United States Mail, certified or registered
mail, return receipt requested, postage prepaid; (iii) when the Notice is delivered by Federal
Express, UPS, or another nationally recognized courier service with evidence of delivery signed
by any person at the delivery address; and (iv) five business days after the Notice is sent by FAX
(with electronic confirmation by the sending FAX machine) with a confirming copy sent by
United States mail within 48 hours after the FAX is sent. If any date or period provided in this
Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the
notice shall be extended to the first business day following the Saturday, Sunday, or legal
holiday. For the purpose of giving any Notice, the addresses of the Parties are set forth below.
The Parties may change the information set forth below by sending Notice of such changes to the
other Party as provided in this section.
Development Agreement
Morning Star Page 22
To the City:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Manager
FAX: (817) 392-6134
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Planning and Development Director
FAX: (817) 392-7985
To Owner:
FWFW Holdings, Inc.
c/o Kim Gill, President
3045 Lackland Rd.
Fort Worth, Texas 76116
and
FG ALEDO DEVELOPMENT, LLC,
a Texas limited liability company
KTFW INVESTMENTS, INC.
c/o Kim Gill, President
5409 Miramar Lane
Colleyville, Texas 76034
9.02 Assignment.
(a) By Owner to the District. Owner has the right (from time to time after the District
Confirmation Date and without the consent of the City) to assign to the District
those portions of this Agreement concerning the provision of retail water and/or
wastewater service to the Development and any Infrastructure related thereto,
including any obligation, right, title, or interest of Owner under this Agreement.
Each assignment shall be in writing in the form attached hereto as Exhibit G,
shall be executed by Owner and the District, and shall obligate the District to be
bound by this Agreement to the extent this Agreement applies or relates to the
obligations, rights, title, or interests being assigned. Owner shall provide a copy
of each assignment to all Parties within fifteen (15) days after execution. From
and after such assignment, the City agrees to look solely to the District for the
performance of all obligations assigned to the District and agrees that Owner shall
be released from subsequently performing the assigned obligations and from any
liability that results from the District's failure to perform the assigned obligations;
Development Agreement
Morning Star Page 23
provided, however, if a copy of the assignment is not received by the City within
fifteen (15) days after execution, Owner shall not be released until the City
receives such assignment. No assignment by Owner shall release Owner from
any liability resulting from an act or omission by Owner that occurred prior to the
effective date of the assignment unless the City approves the release in writing.
Owner shall maintain written records of all assignments made by Owner to the
District, 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. The District shall be considered an "Assignee" for purposes of
this Agreement.
(b) By Owner to Successor Owners. Owner has the right (from time to time without
the consent of the City, but upon written Notice to the City) to assign this
Agreement, in whole or in part, and including any obligation, right, title, or
interest of Owner under this Agreement, to an Assignee that is, or will become an
owner of any portion of the Development within fifteen (15) days after the
assignment. Each assignment shall be in writing in the form attached hereto as
Exhibit G, shall be executed by Owner and the Assignee and shall obligate the
Assignee to be bound by this Agreement to the extent this Agreement applies or
relates to the obligations, rights, title, or interests being assigned. Owner shall
provide a copy of each assignment to all Parties within fifteen (15) days after
execution. From and after such assignment, the City agrees to look solely to the
Assignee for the performance of all obligations assigned to the Assignee and
agrees that Owner shall be released from subsequently performing the assigned
obligations and from any liability that results from the Assignee's failure to
perform the assigned obligations; provided, however, if a copy of the assignment
is not received by the City within fifteen (15) days after execution, Owner shall
not be released until the City receives such assignment. No assignment by Owner
shall release Owner from any liability that resulted from an act or omission by
Owner that occurred prior to the effective date of the assignment unless the City
approves the release in writing. Owner shall maintain written records of all
assignments made by Owner to Assignees, including a copy of each executed
assignment and the Assignee's Notice information as required by this Agreement,
and, upon written request from any Party or Assignee, shall provide a copy of
such records to the requesting person or entity.
(c) By Owner to Non-Owners. Subject to the City's prior written approval, 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 that is not an owner of any portion of the Development (a
"Non-Owner Assignee"). Each assignment shall be in writing executed by Owner
and the Non-Owner Assignee in the form attached hereto as Exhibit G and shall
obligate the Non-Owner Assignee to be bound by this Agreement to the extent
this Agreement applies or relates to the obligations, rights, title, or interests being
assigned. A copy of each assignment shall be provided to all Parties within
fifteen (15) days after execution. If the City approves the Non-Owner Assignee in
Development Agreement
Morning Star Page 24
writing (which approval shall not be unreasonably withheld or delayed if the Non-
Owner Assignee can demonstrate, to the reasonable satisfaction of the City, that
the Non-Owner Assignee has the financial ability to perform the assigned
obligations), then the City agrees to look solely to the Non-Owner Assignee for
the performance of all obligations assigned to the Non-Owner Assignee and
agrees that Owner shall be released from subsequently performing the assigned
obligations and from any liability that results from the Non-Owner Assignee's
failure to perform the assigned obligations. If the City fails or refuses to approve
the Non-Owner Assignee, the assignment shall nevertheless be effective;
however, the Owner shall continue to be responsible, jointly and severally, with
the Non-Owner Assignee for the performance of all obligations assigned. No
assignment by Owner shall release Owner from any liability resulting from an act
or omission by Owner that occurred prior to the effective date of the assignment
unless the City approves the release in writing. Owner shall maintain written
records of all assignments made by Owner to Non-Owner Assignees, including a
copy of each executed assignment and the Non-Owner Assignee's Notice
information as required by this Agreement, and, upon written request from any
Party or Non-Owner Assignee, shall provide a copy of such records to the
requesting person or entity.
(d) By the City. The City shall not assign this Agreement, in whole or in part, and
including any obligation, right, title, or interest of the City under this Agreement,
to any person, entity, or political subdivision without the prior written approval of
Owner, which approval shall not be unreasonably withheld or delayed.
9.03 Encumbrance by Owner and Assignees. Owner and Assignees have the right,
from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise
encumber any of their respective rights, title, or interest under this Agreement for the benefit of
their respective Lenders without the consent of, but with prompt written Notice to, the City. The
collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not,
however, obligate any Lender to perform any obligations or incur any liability under this
Agreement: (a) unless the Lender agrees in writing to perform such obligations or incur such
liability; or (b) unless the Lender holds fee simple title to any portion of the Development and
elects to or proceeds to develop such portion under this Agreement, in which case the Lender
shall be bound by this Agreement and shall not be entitled to the rights and benefits of this
Agreement with respect to such portion of the Development until all defaults under this
Agreement with respect to the acquired portion have been cured. Provided that the City has
received a copy of the applicable collateral assignment, including Notice information for a
Lender, then that Lender shall have the right, but not the obligation, to cure any default under
this Agreement and shall be given a reasonable time to do so in addition to the cure periods
provided by Article VIII of this Agreement; and the City agrees to accept such cure as if offered
by the defaulting Party. A Lender is not a Party to this Agreement unless this Agreement is
amended, with the consent of the Lender, to add the Lender as a Party or unless the Lender holds
fee simple title to any portion of the Development and elects to or proceeds to develop such
portion under this Agreement. Notwithstanding the foregoing, however, this Agreement shall
continue to bind the Development and shall survive any transfer, conveyance, or assignment
Development Agreement
Morning Star Page 25
occasioned by the exercise of foreclosure or other rights by a Lender, whether judicial or non-
judicial. Any purchaser from or successor owner through a Lender of any portion of the
Development shall be bound by this Agreement and shall not be entitled to the rights and
benefits of this Agreement with respect to the acquired portion of the Development until all
defaults under this Agreement with respect to the acquired portion of the Development have been
cured.
9.04 Recordation and Applicability to Lot Owners. Pursuant to the requirements of
Section 212.172(c) of the Local Government Code, Owner shall record this Agreement, and all
amendments to this Agreement, in the real property records of Parker County, Texas, and shall
provide a file-marked copy of the recorded Agreement to the Development Director within ten
(10) days after its execution. This Agreement shall be binding upon the Development, the
City, Owner, any Lender that has become an Assignee, and any other Assignee, and their
respective successors and assigns. The Parties agree that this Agreement benefits and burdens
the Development and touches and concerns the Development. The rights and obligations under
this Agreement are intended to be covenants running with the Development. Notwithstanding
the foregoing, this Agreement is not binding upon, and shall not constitute any encumbrance to
title as to any Lot Owner except for land use and development regulations that apply to the lot in
question.
9.05 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by 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.
9.06 Reservation of Rights and Claims. Except as expressly provided in this
Agreement, Owner does not, by entering into this Agreement, waive any rights arising under
Chapter 245, as amended, or under Chapter 43 of the Texas Local Government Code, as
amended, or under any other provision of law.
9.07 Governing Law and Venue. This Agreement 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. The Parties acknowledge that this Agreement is performable in Tarrant County,
Texas, and hereby submit to the jurisdiction of the courts of Tarrant County, Texas, and
hereby agree that any such court shall be a proper forum for the determination of any
dispute arising hereunder.
9.08 Performance Requirements; Force Majeure. Time is of the essence in the
performance by the Parties of their respective obligations under this Agreement. Whenever
performance is required, the Party must use good faith and due diligence to perform and take all
necessary measures to perform, but if completion of performance is delayed by reason of acts of
Development Agreement
Morning Star Page 26
God, civil commotion, terrorism, strikes, picketing, casualty, or other similar matter beyond the
reasonable control of the Party, then the time for performance will be appropriately extended by
the amount of delay so caused, and the Party so delayed shall resume full performance at the
earliest possible time.
9.09 Severability. The provisions of this Agreement are severable. If any word,
phrase, clause, sentence, paragraph, section, or other provision of this Agreement, or the
application thereof to any person or circumstance, shall ever be held or determined to be invalid,
illegal, or unenforceable for any reason, and the extent of such invalidity or unenforceability
does not cause substantial deviation from the underlying intent of the Parties as expressed in this
Agreement, then such provision shall be deemed severed from this Agreement with respect to
such person, entity or circumstance, without invalidating the remainder of this Agreement or the
application of such provision to other persons, entities or circumstances, and a new provision
shall be deemed substituted in lieu of the severed provision which new provision shall, to the
extent possible, accomplish the intent of the Parties evidenced by the severed provision. Without
limiting the generality of the foregoing, (i) if it is determined that, as of the Effective Date,
Owner does not own any portion of the Development, this Agreement shall remain in full force
and effect with respect to all of the Development that Owner does then own, and (ii) if it is
determined, as of the Effective Date, that any portion of the Development is not within the City's
ETJ, this Agreement shall remain in full force and effect with respect to all of the Development
that is then within the City's ETJ. If at any time after the Effective Date it is determined that any
portion of the Development is no longer within the City's ETJ, this Agreement shall remain in
full force and effect with respect to all of the Development that remains within the City's ETJ.
9.10 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for a Party to perform its obligations under this Agreement, the Parties will
cooperate to amend this Agreement in such a manner that is most consistent with the original
intent of this Agreement as legally possible.
9.11 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon request of the other Party, execute and/or exchange
any other documents necessary to effectuate the terms of this Agreement and perform any further
acts or things as the other Party may reasonably request to effectuate the terms of this
Agreement.
9.12 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
9.13 Amendment. This Agreement may be amended only with the written consent of
the Parties and with the approval of the City Council, except as expressly permitted herein.
9.14 Interpretation. The Parties acknowledge that each Party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days. Wherever required by the context, the singular shall
Development Agreement
Morning Star Page 27
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.
9.15 No Third Party Beneficiaries. This Agreement is solely for the benefit of the City
and Owner, and neither the City nor Owner intends by any provision of this Agreement to create
any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this
Agreement or otherwise upon anyone other than the City and Owner. Notwithstanding the
foregoing, the City and Owner intend that the District shall be a third-party beneficiary of this
Agreement.
9.16 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with all applicable public meeting and public notice
requirements (including, but not limited to, notices required by the Texas Open Meetings Act)
and that the individual executing this Agreement on behalf of the City has been authorized to do
so. Owner warrants that the execution of this Agreement is duly authorized in conformity with
the articles of incorporation, bylaws, partnership agreement or other applicable organizational
documents of Owner and that the individual executing this Agreement on behalf of Owner has
been authorized to do so. Each Assignee or Lender who becomes a Party to this Agreement
represents and warrants that this Agreement has been approved by appropriate action of such
Assignee or Lender and that the individual executing this Agreement on behalf of such Assignee
or Lender has been authorized to do so.
9.17 Exhibits. All exhibits attached to this Agreement are incorporated as part of this
Agreement for the purposes set forth herein, as follows:
EXHIBITS
Exhibit A Map of the Development
Exhibit B Legal Description of the Development
Exhibit C Legal Descriptions of Tracts in the Development
Exhibit D Declaration of Covenants, Conditions and Restrictions
Exhibit E Design Review Guidelines
Exhibit F Development Plan
Exhibit G Assignment and Assumption Agreement
Exhibit H Traffic Management Plan
9.18 Takings Impact Assessment. Owner expressly and unconditionally waives and
releases the City from any obligation to perform a takings impact assessment under the Texas
Private Real Property Rights Act, Texas Government Code Chapter 2007, as it may apply to this
Agreement or the Development.
9.19 Conspicuous Provisions. The Parties acknowledge that the provisions of this
Agreement set out in bold, CAPITALS (or any combination thereof) satisfy the requirements
for the express negligence rule and/or are conspicuous.
Development Agreement
Morning Star Page 28
9.20 Counterpart Originals. This Agreement may be executed in counterparts, each of
which shall be deemed to be an origina
ATTEST: <,® Qo Y OF FORT WORTH
0 4..�
Mary Kayser, City Secr 00000000 Fernando Costa, Assistant City Manager
0
ate:
APPROVED AS TO FORM AND
LEGALITY:
, Sr. Assist t City Attorne NO M&C REQUIRED
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the&day of , 2015,
by Fernando Costa, Assistant City Manager of the City of Fort Worth, Texas on behalf of said
city. /
s•aYP'w 1RIKINYA L. JOHNSON Notary Pub c, S e of Texas
.A2 Notary Pub lie,StatO of Texas
=s ' = My Commission Expires Printed Name: sour
A April
17, 2016 /y;E ��••� p My Commission Expire : ulk
[SEAL]
OFFICIAL RECORD
CITY SECRETARY
FT.(NORTH,TX
Development Agreement
Morning Star Page 29
OWNER:
FG ALEDO DEVELOPMENT, LLC,
a Texas limited liability company
By: KTFW INVESTMENTS, INC.,
a Texas corporation, its Manager
�"O�j
• By:
Kim Gill
Its President
FWFW HOLDINGS, INC.,
a Texas corporation
By:
Kim Gill
Its President
STATE OF TEXAS §
COUNTY OF TEXAS §This instrument was acknowledged before me on 41 1 , 2015,by Kim Gill,
as President of FWFW HOLDINGS, INC., a Texas corporation, on behalf of said corporation.
MIRIAM VEGA r�I
`\JPAY p.6 YVYI�
Notary Public,State of Texas
My Commission Expires `{f Notary Public, State of exas
'- W October 06, 2015
STATE OF TEXAS §
COUNTY OF TEXAS §
Before me, I G m , on this day personally appeared Kim Gill,
known to me to be the person w ose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same as the act of KTFW INVESTMENTS, INC., a
Texas corporation, as its President, said corporation acting in its capacity as Manager of FG
ALEDO DEVELOPMENT, LLC, a Texas limited liability company, for the purposes and
consideration therein expressed. J
Given under my hand and seal of office this � day of , 2015.
(�
o`\'Pttrv� A
MIRIAM VEGA �
'2' =NotaryPublic, State of Texas I
M I Notary Public, State o Texas
%;'.• *,,= y Commission Expires
',i`i OF 1E s October 06 2015
Development Agreement UFFI iA L ii EGORD
Morning Star Page 30 CITY SECRETARY
FT. WORTH,TX
Exhibit A
Map of the Development
MUD NO.2
MUD NO.1
V
LNO.1
MUD 1=380.316 AC
MUD 2=356.829 AC
____ T7
OLD WEATHERFORD ROAD
- y
MAP OF THE
PROPERTY
s
t. a-W.- EXHIBIT
A
_ JOB OJ4574 DATE: 6.27.07 DRAWN: JST DESIGNED:
DOFi=j.\Job\014367`clv\EXH181T5\20070713 - HLL\CA - E>h A.sht Copyrlght02007 by Carter 8. Burgess,Inc.
Exhibit A—Page 1
Exhibit B
Legal Description of the Development
EXHIBIT B
737.227 Acre Description
LEGAL DESCRIPTION:Being a tract of land out of M.S.Teter Survey,Abstract No.2070,the 1.D.
Morris Survey,Abstract No.927,the P_J.McClary Survey,Abstract No.907,and the William Cagle
Survey,Abstract No.2373 and situated in Parker County,Texas,and surveyed by Miller Surveying,
Inc,of Hurst,Texas in November 2013,said tract being the same tract of land described in the deed
to Willow Park North Development LLC,recorded as Document No.794656 in the Deed Records of
Parker County,Texas and being more particularly described by metes and bounds as follows:
Beginning at a TxDOT monument found for the northwest corner of said Willow Parktract,said
monument being inthe easterly right-of-way lineof Farmer Road{FM Road No.3325);
Thence South Be degrees 46 minutes 48 seconds Eastwith the northerly boundary line of said Willow
Park tract a distance of 2434.iOfeet to a 6 inch metal fence post for an angle point in said northerly
boundary line;
Thence South 01 degrees t 1 minutes 55 seconds East continuing with said northerly boundary line a
distance of 247.34 feet to a 3 inch metal fence post for an angle point therein;
Thence North 89 degrees 26 minutes 50 seconds Eastcontinuing with said northerly boundary line a
distance of 4213.59 feet to a crosstiefence post for the northeast corner of said Willow Parktract,-
Thence South 00 degrees 09 minutes 21seconds East with the easterly boundary line of said Willow
Park tract a distance of 1811.87 feet to a crossGe fence post for the most easterly southeast corner
thereof;
Thence South 89 degrees 05 minutes 25 seconds West with the southerly boundary line of said
Willow Park tract a distance of 2077.14 feet to a crosstie fence post for an inner corner thereof;
Thence South 01 degrees 13 minutes 18 seconds East with the easterly boundary line of said Willow
Park tract a distance of 41317.83 feet to a crosstie fence post for the most southerly southeast comer
of said Willow Parktract,said post being in the northerly right-of-way line of Old Weatherford Road;
Thence westerly with the southerly boundary line of said Willow Parktract and with said northerly
right-of-way line the following calls:
North 69 degrees 37 minutes T/seconds West a distance of 342.48 feet to a
5/8 inch capped steel rod found;
North 78 degrees 56 minutes 111seconds West a distance of 382,16feet to a
5/8 inch capped steel rod found;
South 78 degrees 25 minutes 49 seconds West a distance of 29623 feet to a
518 inch capped steel rod found;
Exhibit B—Page 1
South 71degrees 49 minutes 06 seconds West a distance of 625.79 feet to a
518 inch capped steel rod found;
South 83 degrees 02 minutes 14 seconds West a distance of V5.24 feet to a
518 inch capped steel rod found;
North 84 degrees 15 minutes 49 seconds West a distance of 132.86 feet to a
5/8 Inch capped steel rod found;
North 64 degrees 52 minutes 53 seconds West a distance of ZO.44 feet to a
518 inch capped steel rod found;
North 8Idegrees 04 minutes 46 seconds West a distance of 540.40 feet to a
3 inch metal fence post;
North 89 degrees 57 minutes 16 seconds West a distance of 143B.B4feet to
aTxDOT monument found forfhe southeast and of a corner clip for said
northerly right-of-way line and said easterly right-of-way line;
Thence North 45 degrees 21 minutes 18 seconds West with said corner clip a distance of 71.52 feet
to aTxDOT monument found for the northwest and thereof;
Thence northerly with the westerly boundary line of said Willow Park tract and said easterly right-of-
way line the following calls:
North 01 degrees 04 minutes 02 seconds West a distance of B52.02 feel to a Y2 inch capped steel
rod found;
North Oldegrees 04 minutes 21seconds West a distance of 292.61 feet to a TxDOT monument
found;
North 00 degrees 28 minutes 59 seconds West a distance of 13.07feet to a Y2 inch steel rod found;
North Oldegrees 04 minutes 30 seconds West a distance of 320.39 feet to a 5/8 inch capped steel
rod found;
North 011degrees 03 minutes 10 seconds West a distance of 1466.70 feet to a TxDOT monument
found;
North 04 degrees 25 minutes 07 seconds East a distance of 50.19 feet to a TxDOT monument found;
North 00 degrees 59 minutes 59 seconds West a distance of 100.04feet to aTOOT monument
found;
North 06 degrees 43 minutes 22 seconds West a distance of 50.14 feet to a TxDOT monument found;
Exhibit B—Page 2
i
North DO degrees 33 minutes 35 seconds West a distance of 47.37 feet to a TxDOT monument found
for the beginning of a curve to the left with a radius of 2924.79 and whose chord bears North 02
degrees 35 minutes 58 seconds West at 155.80 feet;
Northerly with said curve through a central angle of 03 degrees 03 minutes 08 seconds and an are
length of 155.81feet to a TxDOT monument found for the end of said curve;
North 05 degrees 47 minutes 11seconds East a distance of 104.38 feet to a TxDOT monument found;
North 07 degrees 15 minutes 41 seconds West a distance of 308.99 feet to a TxDOT monument
found;
North29 degrees 21 minutes 05 seconds West adistance of 106.78feet to aTxDOT monument found
for the beginning of a curve to the left with a radius of 2924.79 and whose chord bears North 15
degrees 33 minutes 43 seconds West at 248.53 feet;
Northerly with said curve through a central angle of 04 degrees 52 minutes 13 seconds and an arc
length of 248.61 feet to a TOOT monument found;
North 18 degrees 58 minutes 58 seconds West a distance of 877.17 feet to a TXDOT monument found
for a curve to the right with a radius of 1849.86 and whose chord bears North 09 degrees 57 minutes
28 seconds West at 578.96 feet;
Northerly with said curve through a central angle of 10 degrees 00 minutes 22 seconds and an arc
length of 581.34 feet to a TOOT monument found;
North 00 degrees 57 minutes 45 seconds West a distance of 796.85 feet to a TOOT monument found
for the beginning of a curve to the right with a radius of 7579.44 and whose chord bears North 00
degrees 48 minutes 44 seconds East at 461.56feet;
Thence northerly continuing with said westerly boundary line and said easterly right-of-way line and
With said curve through a central angle of 03 degrees 29 minutes 23 seconds and an are length of
461.63feet to the point of beginning and contai ning 737.227 acres of land,more or less.
Exhibit B—Page 3
Exhibit C
Legal Descriptions of Tracts Shown on
DevelopmentPlan
Exhibit C—Page 1
EXHlBrr C
i
Legal descriptions of the seven Commercial Tracts;A,B,C,D,E,G,J.
i
Legal description of everything except the seven Commercial Tracts;
Legal descriptions of 737 acres save and except Tracts;A,B,C,D,E,G,J.
Exhibit C—Page 2
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FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT A
Being a tract of land out of the M.S.Teter Survey,Abstract No.2070,and situated In Parker County,
Texas,and surveyed by Miller Surveying,Inc.of Hurst,Texas In October 2014,said tract being a
portion of the same tract of land described in the deed to FWFW Holdings,Inc,recorded as
Document No.2014-10303 In the Deed Records of Parker County,Texas and being more particularly
described by metes and bounds as follows:
Beginning at a 1/2 Inch"MILLER 5665"capped steel rod set from which a TxDOT monument found
for the northwest corner of said FWFW tract bears North 00 degrees 08 minutes 23 seconds West
at 647.3E feet;
Thence North 89 degrees 02 minutes 19 seconds East a distance of 742.46 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence South 31 degrees 38 minutes 15 seconds East a distance of 21.12 feet to a 1/2 inch"MILLER
5665"capped steel rod set;
Thence South 89 degrees 46 minutes 48 seconds East a distance of 419.46 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence South 00 degrees 55 minutes 33 seconds East a distance of 318.47 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence North 68 degrees 15 minutes 24 seconds West a distance of 167.95 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the left with a radius of 1255.00
feet and whose chord bears North 79 degrees 36 minutes 33 seconds West at 494,07 feet;
Thence northwesterly with said curve through a central angle of 22 degrees 42 minutes 17 seconds
and an arc length of 497.32 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said
curve;
Thence South 89 degrees 02 minutes 19 seconds West a distance of 99.48 feet to a 1/2 Inch
"MILLER 5665"capped steel rod setfor the beginning of a curve to the right with a radius of 983.00
feet and whose chord bears North 67 degrees 27 minutes 02 seconds West at 120.39 feet;
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmci Tr A
Exhibit C—Page 4
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT A (COnt'd.)
Thence northwesterly with said curve through a central angle of 07 degrees 01 minutes 18 seconds
and an arc length of 120.47 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for beginning of a
curve to the left with a radius of 617.00 feet and whose chord bears North 87 degrees 27 minutes
02 seconds West at 75.57 feet;
Thence northwesterly with said curve through a central angle of 07 degrees 01 minutes 18 seconds
and an arc length of 75.61 feet to a 1/2 inch"MILLER 5665"capped steel rod set forthe end ofsaid
curve;
Thence South 89 degrees 02 minutes 19 seconds West a distance of 150.00 feet to a 1/2 inch
"MILLER 5665'capped steel rod set for the beginning of a curve to the right with a radius of 83,00
feet and whose chord bears North 45 degrees 57 minutes 41 seconds West at 117.38 feet;
Thence northwesterly with said curve through a central angle of 90 degrees 00 minutes 00 seconds
and an arc length of 130.38 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said
curve;
Thence South 89 degrees 02 minutes 19 seconds West a distance of 5.00 feet to a 1/2 inch"MILLER
5665"capped steel rod set;
Thence North 00 degrees 57 minutes 45 seconds West a distance of 88.20 feet to the point of
beginning and containing 5.395 acres of land,more or less.
SHEET TWO OF THREE
Job No,13121•Plot File 13121 Cmcl Tr A
Exhibit C—Page 5
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Exhibit C—Page 6
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT B
Being a tract of land out of the M.S.Teter Survey,Abstract No.2070,and situated in Parker
County,Texas,and surveyed by Miller Surveying,Inc.of Hurst,Texas In October 2014,said tract
being a portion of the same tract of land described In the deed to FWFW Holdings,Inc,recorded
as Document No.2014-10303 in the Deed Records of Parker County,Texas and being more
particularly described by metes and bounds as follows:
Beginning at a 112 inch"MILLER 5665"capped steel rod set from which a TxDOT monument
found for the northwest corner of said FWFW tract bears North 06 degrees 28 minutes 16
seconds West at 944.88 feet;
Thence North 89 degrees 02 minutes 19 seconds East a distance of 433.07 feet to a 112 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
1145.00 feet and whose chord bears South 81 degrees 35 minutes 33 seconds East at 372.79
feet;
Thence easterly with said curve through a central angle of 18 degrees 44 minutes 16 seconds
and an arc length of 374.45 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for the end of
said curve;
Thence South 21 degrees 44 minutes 36 seconds West a distance of 415.77 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence South 00 degrees 30 minutes 13 seconds East a distance of 355.71 feet to a 1/2 inch
"MILLER 5665"capped steel rod set,
Thence South 89 degrees 29 minutes 47 seconds West a distance of 674.94 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
1844.96 feet and whose chord bears North 11 degrees 05 minutes 05 seconds West at 311.98
feet;
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmcl Tr B
Exhibit C—Page 7
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT B (Cont'd.)
Thence northerly with said curve through a central angle of 09 degrees 42 minutes 02 seconds
and an arc length of 312.35 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the
beginning of a curve to the right with a radius of 988.00 feet and whose chord bears North 00
degrees 39 minutes 22 seconds West at 191.76 feet;
Thence northerly with said curve through a central angle of 11 degrees 08 minutes 18 seconds
and an arc length of 192.07 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for the
beginning of a curve to the left with a radius of 612.00 feet and whose chord bears North 01
degrees 37 minutes 50 seconds East at 70.08 feet;
Thence northerly with Bald curve through a central angle of 06 degrees 33 minutes 54 seconds
and an arc length of 70.12 feet to a 1/2 inch"MILLER 5665'capped steel rod set for the end of
said curve;
Thence North 00 degrees 57 minutes 45 seconds West a distance of 142.65 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence North 89 degrees 02 minutes 19 seconds East a distance of 5.00 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
83.00 feet and whose chord bears North 44 degrees 02 minutes 19 seconds East at 117.38 feet;
Thence northeasterly with said curve through a central angle of 90 degrees 00 minutes 00
seconds and an arc length of 130.38 feet to the point of beginning and containing 13.934 acres
of land,more or less.
SHEET TWO OF THREE
Job No.13121•Plot File 13121 Cmcl Tr B
Exhibit C-Page 8
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Exhibit C—Page 9
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT C
Being a tract of land out of the J.D.Morris Survey,Abstract No.927,and situated in Parker County,Texas,
and surveyed by Miller Surveying,Inc.of Hurst,Texas in Octoher 2014,said tract being a portion of the same
tract of land described in the deed to FWFW Holdings,Inc,recorded as Document No.2014-103CB in the
Deed Records of Parker County,Texas and being more particularly described by metes and bounds as
follows:
Beginning at a 1/2 Inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the
northwest corner of said FW FW tract bears North 59 degrees 12 minutes 34 seconds West at 2904.49 feet;
Thence South 68 degrees 15 minutes 24 seconds East a distance of 102.80 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 87 degrees 31 minutes 44 seconds East a distance of 192.93 feetto a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 74 degrees 17 minutes 19 seconds East a distance of 81.66 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 49 degrees 23 minutes 17 seconds East a distance of 36.67 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 40 degrees 36 minutes 43 seconds West a distance of 94.78 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 45 degrees 11 minutes 09 seconds West a distance of 50.16 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 40 degrees 36 minutes 43 seconds West a distance of 36.43feet to a 1/2 Inch"MILLER 5665"
capped steel rod set for the beginning of a curve to the right with a radius of 33.50 feet and whose chord
bears South 67 degrees 21 minutes 57 seconds West at 30.16 feet;
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmcl Tr C
Exhibit C—Page 10
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT C(Cont'd.)
Thence southwesterly with said curve through a central angle of 53 degrees 30 minutes 28
seconds and an arc length of 31.29 feet to a 1/2 inch"MILLER 5665"capped steel rod set for
the beginning of a curve to the left with a radius of 80.00 feet and whose chord bears North
89 degrees 41 minutes 13 seconds West at 10.62 feet;
Thence westerly with said curve through a central angle of 07 degrees 36 minutes 47 seconds
and an arc length of 10.63 feet to a 1/2 inch"MILLER 5655'capped steel rod set forthe
beginning of a curve to the right with a radius of 33.50 feet and whose chord bears South 89
degrees 42 minutes 03 seconds West at 3.73 feet;
Thence westerly with said curve through a central angle of 06 degrees 23 minutes 19 seconds
and an arc length of 3.74 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for end of said
curve;
Thence North 49 degrees 23 minutes 17 seconds West a distance of 198.16 feet to a 1/2Inch
i
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
1155.00 feet and whose chord bears North 52 degrees 35 minutes 26 seconds West at 129.04
feet;
Thence westerly with said curve through a central angle of 06 degrees 24 minutes 17 seconds '
and an arc length of 129.11 feet to a 1/2 inch"MILLER 5665"capped steel rod set for end of
said curve;
i
Thence North 34 degrees 12 minutes 25 seconds East a distance of 38.12 feet to the point of
beginning and containing 1.050 acres of land,more or less.
SHEET TWO OF THREE
Job No.13121"Plot File 13121 Cmcl Tr C
Exhibit C—Page 11
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Exhibit C—Page 12
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT D
Being a tract of land out of the J.D.Morris Survey,Abstract No.927,and situated In Parker County,Texas,
and surveyed by Miller Surveying,Inc.of Hurst,Texas in October 2014,said tract being a portion of the same
tract of land described in the deed to FWFW Holdings,Inc,recorded as Document No.2014-10303 In the
Deed Records of Parker County,Texas and being more particularly described by metes and bounds as
follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the
northwest corner of said FWFW tract bears North 58 degrees 03 minutes 29 seconds West at 3323.66 feet;
Thence North 40 degrees 36 minutes 43 seconds East a distance of 36.43 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence North 36 degrees 02 minutes 16 seconds East a distance of 50.16 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence North 40 degrees 36 minutes 43 seconds East a distance of 104.78 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 49 degrees 23 minutes 17 seconds East a distance of 143.13 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 12 degrees 10 minutes 08 seconds West a distance of 58.18 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 42 degrees 16 minutes 53 seconds East a distance of 167.51 feet to a 1/2 inch"MILLER 5655"
capped steel rod set;
Thence North 89 degrees 05 minutes 25 seconds East a distance of 255,76 feet to a 1/2 inch"MILLER 5665"
capped steel rod set,
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmcl Tr D
Exhibit C—Page 13
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT D (Cont'd.)
Thence South 00 degrees 54 minutes 35 seconds East a distance of 141.63 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
1045.00 feet and whose chord bears North 69 degrees 31 minutes 40 seconds West at 633.39
feet;
Thence northwesterly with said curve through a central angle of 07 degrees 56 minutes 39
seconds and an arc length of 643.51 feet to a 1/2 inch"MILLER 5665"capped steel rod set for
the beginning of a curve to the right with a radius of 33.50 feet and whose chord bears North
10 degrees 45 minutes 46 seconds West at 4.64 feet;
Thence northerly with said curve through a central angle of 07 degrees 56 minutes 39
seconds and an arc length of 4.64 feet to a 1/2 inch"MILLER 5665'capped steel rod set for
the beginning of a curve to the left with a radius of 80.00 feet and whose chord bears North
09 degrees 50 minutes 36 seconds West at 8.52 feet;
Thence northerly with said curve through a central angle of 06 degrees 06 minutes 19
seconds and an arc length of 8.52 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for
the beginning of a curve to the right wlth a radius of 33.50 feet and whose chord bears North
13 degrees 51 minutes 29 seconds East at 30.16 feet;
Thence northerly with said curve through a central angle of 53 degrees 30 minutes 28
seconds and an arc length of 31.29 feet to the point of beginning and containing 2.113 acres
of land,more or less.
SHEET TWO OF THREE
Job No.13121•Plat File 13121 Cmcl Tr D
Exhibit C-Page 14
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Exhibit C—Page 15
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT E
Being a tract of land out of the J.D.Morris Survey,Abstract No.927,and situated In Parker County,Texas,and
surveyed by Miller Surveying,Inc.of Hurst,Texas in October 2014,said tract being a portion of the same tract of
land described in the deed to FWFW Holdings,Inc,recorded as Document No.2014-103031n the Deed Records
of Parker County,Texas and being more particularly described by metes and bounds as follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the
northwest corner of said FWFW tract bears North 50 degrees 43 minutes 40 seconds West at 3282.33 feet;
Thence North 40 degrees 39 minutes 17 seconds East a distance of 155.34 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence North 45 degrees 13 minutes 43 seconds East a distance of 50.16 feet to a 1121nch"MILLER 5665"
capped steel rod set;
Thence North 40 degrees 39 minutes 17 seconds East a distance of 36.43 feet to a 1/2 Inch"MILLER 5665'
capped steel rod set for the beginning of a curve to the right with a radius of 33.50 feet and whose chord bears
North 67 degrees 24 minutes 30 seconds East at 30.16 feet;
Thence northeasterly with said curve through a central angle of 53 degrees 30 minutes 26 seconds and an arc
length of 31.29 feet to a 1/2 Inch"MILLER 5665'capped steel rod set for the beginning of a curve to the left with
a radius of 80.00 feet and whose chord bears North 89 degrees 37 minutes 00 seconds East at 12.68 feet;
Thence easterly with said curve through a central angle of 09 degrees 05 minutes 28 seconds and an arc length
of 12.69 feet to a 1/2 Inch"MILLER 5665'capped steel rod set forthe beginning of a curve to the right with a
radius of 33.50 feet and whose chord bears North 87 degrees 33 minutes 59 seconds East at 2.91 feet;
Thence easterly with said curve through a central angle of 04 degrees 59 minutes 09 seconds and an arc length
of 2.97 feet to a 1/2 Inch"MILLER 5665•capped steel rod set for the beginning of a curve to the left with a radius
of 1155.00 feet and whose chord bears South 59 degrees 18 minutes 18 seconds East at 304.89 feet;
Thence southeasterly with said curve through a central angle of 15 degrees 10 minutes 07 seconds and an arc
length of 305.78 to a 1/2 Inch"MILLER 5665"capped steel rod set for the end of said curve;
Thence South 23 degrees 06 minutes 39 seconds West a distance of 3B.71 feet to a 1/2 Inch"MILLER 5665'
capped steel rod set;
Thence South 89 degrees 49 minutes 35 seconds West a distance of450.96 feet to the point of beginning and
containing 1158 acres of land,more or less.
SHEET ONE OF TWO
Job No.13121•Plot File 13121 Cmcl Tr E
Exhibit C—Page 16
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Exhibit C—Page 17
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT G
Being a tract of land out of the P.J.McClary Survey,Abstract No.907,and situated In Parker County,Texas,
and surveyed by Miller Surveying,Inc,of Hurst,Texas in October 2014,said tract being a portion of the same
tract of land described in the deed to FWFW Holdings,Inc.,recorded as Document No.2014-10303 in the
Deed Records of Parker County,Texas,and being more particularly described by metes and bounds as
follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the
most westerly southwest comer of said FWFW tract bears South 71 degrees 18 minutes 03 seconds West at
2362,78 feet;
Thence South 82 degrees 53 minutes 49 seconds West a distance of 15,06feetto a 1/2Inch"MILLER 5665°
capped steel rod set forthe beginning of a curve to the right with a radius of 474.00 feet and whose chord
bears North 83 degrees 48 minutes 20 seconds West at 218.51 feet;
Thence westerly with said curve through a central angle of 26 degrees 35 minutes 42 seconds and an arc
length of 220.48 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said curve;
Thence North 70 degrees 30 minutes 29 seconds West a distance of 42.84 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence North 25 degrees 30 minutes 29 seconds West a distance of 14.14 feet to a 1/2 inch"MILLER 5665'
capped steel rod set;
Thence North 19 degrees 29 minutes 31 seconds East a distance of 250.31 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 70 degrees 30 minutes 29 seconds East a distance of 139.21 feet to a 1/2 Inch"MILLER 5665'
capped steel rod set;
Thence North 55 degrees 07 minutes 53 seconds East a distance of 20.00 feet to a 1/2 inch"MILLER 5665"
capped steel rod set for the beginning of a curve to the left with a radius of S0,00 feet and whose chord bears
South 49 degrees 34 minutes 26 seconds East at 25.38 feet;
Thence easterly with said curve through a central angle of 29 degrees 24 minutes 37 seconds and an arc
length of 25.67 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said curve;
Thence South 07 degrees 06 minutes 11 seconds East a distance of 235.40feet to the point of beginning and
containing 1.346 acres of land,more or less.
I
SHEET ONE OF TWO
Job No.13121•Plot File 13121 Cmcl Tr 6
Exhibit C—Page 18
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT 3
Being a tract of land out of the P.J.McClary Survey,Abstract No.907,and situated In Parker County,Texas,and
surveyed by Miller Surveying,Inc.of Hurst,Texas in October 2014,said tract being a portion of the same tract of Iand
described In the deed to FWFW Holdings,Inc.,recorded as Document No.2014-103031n the Deed Records of Parker
County,Texas,and being more particularly described by metes and bounds as follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a Tx00T monument found for the most
westerly southwest corner of said FWFW tract bears South 02 degrees 13 minutes 55 seconds West at 87.16 feet;
Thence North 01 degrees 03 minutes 25 seconds West a distance of 497.89 feet to a 1/2 inch"MILLER 5665'capped
steel rod set;
Thence North 85 degrees 17 minutes 48 seconds East a distance of 913.78 feet to a 1/2 inch"MILLER 5665"capped
steel rod set;
Thence South 00 degrees 16 minutes 39 seconds West a distance of 670.76 feet to a 1/2 inch"MILLER 5665"capped
steel rod set;
Thence North 89 degrees 57 minutes 16 seconds West a distance of 464.78 feet to a 1/2 inch"MILLER 5665"capped
steel rod set for the beginning of a curve to the rightwith a radius of 997.00 feet and whose chord bears North 86
degrees 26 minutes 37 seconds West at 120.88 feet;
Thence westerly with said curve through a central angle of 07 degrees 01 minutes 18 seconds and an arc length of
120.96 feet to a 1/2 inch"MILLER 5665'capped steel rod set for the beginning of a curve to the right with a radius of
613.00 feet and whose chord bears North 86 degrees 14 minutes 44 seconds West at 79.75 feet;
Thence westerly with said curve through a central angle of 07 degrees 01 minutes 18 seconds and an arc length of
75.17 feet to a 1/2 inch"MILLER 5655"capped steel rod set for the end of said curve;
Thence North 89 degrees 57 minutes 16 seconds West a distance of 150.00 feet to a 1/2 inch"MILLER 5665'capped
steel rod set for the beginning of a curve to the right with a radius of 87.00 feet and whose chord bears North 45
degrees 30 minutes 20 seconds West at 121.85 feet;
Thence northwesterly with said curve through a central angle of 88 degrees 53 minutes 51 seconds and an arc length
of 134.99 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said curve;
Thence South 8B degrees 56 minutes 35 seconds West a distance of 1.00 feet to the point of beginning and
containing 13.005 acres of land,more or less.
SHEET ONE OF TWO
Job No.13121•Plot File 13121 Cmcl Tr 1
Exhibit C—Page 20
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Exhibit C—Page 21
LEGAL DESCRIPTION OF EVERYTHING EXCEPT THE SEVEN COMMERCIAL TRACTS
737.227 Acre Description
LEGAL DESCRIPTION:Doing street of land out of M.S_Teter Survey,Abstract No.2070,the i,D.
Morris Survey,Abstract No.927,the P.1.McCiary Survey,Abstract No.907,and the William Cagle
Survey,Abstract No.2373 and situated in Parker County,Texas,and surveyed by Miller Surveying,
Inc,of Hurst,Texas in November 2013,said tract being the same tract of land described in the deed
to Willow Park North Development LLC,recorded as Document No.794656 in the Deed Records of
Parker County,Texas and being more particularly described by metes and bounds as follows:
Beginning at a TxDOT monument found forthe northwest corner of said Willow Parktract,said
monument being inthu easterly right-of-way line of Farmer Road{FM Road No.3325);
i
Thence South 89 degrees 46 minutes 48 seconds East with the northerly boundary line of said Willow
Park tract a distance of 2434.10feet to a 6 inch metal fence post for an angle point in said northerly
boundary line;
I,
Thence South 01 degrees 11 minutes 55 seconds East continuing with said northerly boundary line a
distance of 247.34 feet to a 3 Inch metal fence post for an angle point therein;
Thence North 89 degrees 26 minutes 50 seconds East continuing with said northerly boundary line a
distance of 4213.59feet to a crosstie fence past for the northeast corner of said Willow Park tract;
Thence South 00 degrees 09 minutes 21 seconds East with the easterly boundary line of said Willow
Park tract a distance of 1811.87 feet to a crosstie fence post for the most easterly southeast comer
thereof;
Thence South 89 degrees 05 minutes 25 seconds West with the southerly boundary line of said
Willow Park tract a distance of 2077.14 feet to a crossife fence past for an inner corner thereof;
Thence South 01degrees 13 minutes 18 seconds East with the easterly boundary line of said Willow
Park tract a distance of 4817.83 feet 10 a crosstie fence post for the most southerly southeast corner
of said Willow Parktract,said post being inthe northerly right-of-way line of Old Weatherford Road,-
Thence westerly with the southerly boundary line of said W illoW Parktract and with said northerly
right-of-way line the following calls:
North 69 degrees 37 minutes 17 seconds West a distance of 342.48 feet to a
518 inch capped steel rod found;
North 78 degrees 56 minutes 1lseconds West a distance of 382.15feet to a
518 inch capped steel rod found;
South 78 degrees 25 minutes 49 seconds West a distance of 296.23 feet to a
518 inch capped steel rod found;
Exhibit C—Page 22
South 71 degrees 49 minutes 06 seconds West a distance of 625.79 feet to a
5/8 inch capped steel rod found;
South 83 degrees 02 minutes 14 seconds West a distance of 195.24 feet to a
5/8 Inch capped steel rod found;
North 84 degrees 16 minutes 49 seconds West a distance of 132.86 feet to a
5/8 Inch capped steel rod found;
North 64 degrees 52 minutes 53 seconds West a distance of 160.44 feet to a
5/8 inch capped steel rod found;
North 81 degrees 04 minutes 46 seconds West a distance of 540.40 feet to a
3 inch metal fence post;
North 89 degrees 57 minutes 16 seconds West a distance of 1436.84 feet to
a TxDOT monument found for the southeast end of a comer clip forsaid
northerly right-of-way line and said easterly right-of-way line;
Thence North 45 degrees 21 minutes 18 seconds West with said comer clip a distance of 71.52 feet
to a TxDDI'monument found for the northwest end thereof;
Thence northerly with the westerly boundary line of said Willow Park tract and said easterly right-of-
way line the following calls:
North 01 degrees 04 minutes 02 seconds West a distance of 852.02feetto a 1/2 inch capped steel
rod found;
North 01 degrees 04 minutes 21 seconds West a distance of 292.61 feet to a TxDOT monument
found;
North 00 degrees 28 minutes 59 seconds West a distance of 13,07 feet to a 1/2 inch steel rod found;
North 01 degrees 04 minutes 30 seconds West a distance of 320.39 feet to a 5/8 inch capped steel
rod found;
North 01 degrees 03 minutes 10 seconds West a distance of 1466.70 feet to a TxDOT monument
found;
North 04 degrees 25 minutes 07 seconds East a distance of 50.19 feet to a TOOT monument found;
North 00 degrees 59 minutes 59 seconds West a distance of 10D.04 feet to a TxDOT monument
found;
North 06 degrees 43 minutes 22 seconds West a distance of 50.14 feet to a TxDOT monument found;
Exhibit C—Page 23
North 00 degrees 33 minutes 35 seconds West a distance of 47.37 feet to a TxDOT monument found
for the beginning of a curve to the left with a radius of 2924.79 and whose chord bears North 02
degrees 35 minutes 58 seconds West at 155.80 feet;
Northerly with said curve through a central angle of 03 degrees 03 minutes 08 seconds and an arc
length of 155.81 feet to a TxDOT monument found for the end of said curve;
North 05 degrees 47 minutes 11 seconds East a distance of 104.38 feet to a TxDOT monument found;
North 07 degrees 15 minutes 41 seconds West a distance of 308.99 feet to a TOOT monument
found;
North 29 degrees 21 minutes 05 seconds West a distance of 106.78 feet to a TOOT monument found
forthe beginning of a curve to the left with a radius of 7924.79 and whose chord bears North 16
degrees 33 minutes 43 seconds West at 248.53 feet;
Northerly with said curve through a central angle of 04 degrees 52 minutes 13 seconds and an arc
length of 24g.61 feet to a TxDOT monument found;
North 18 degrees 58 minutes 58 seconds West a distance of 877.17 feet to a MOT monument found
for a curve to the right with a radius of 1849.66 and whose chord bears North 09 degrees 57 minutes
28 seconds West at578.96 feet;
Northerly with said curve through a central angle of 18 degrees 00 minutes 22 seconds and an arc
length of 581.34 feet to a TxDOT monument found;
North 00 degrees 57 minutes 45 seconds West a distance of 796.85 feet to a MOT monument found
for the beginning of a curve to the right with a radius of7579.44 and whose chord bears North 00
degrees 48 minutes 44 seconds East at 461.56 feet;
Thence northerly continuing with said westerly boundary line and said easterly right-of-way line and
with said curve through a central angle of D3 degrees 29 minutes 23 seconds and an arc length of
461.63 feet to the point of beginning and containing 737.227 acres of land,more or less.
Exhibit C—Page 24
Save and except Commercial Tracts;A,B,C,D,E,G,H.
Exhibit C—Page 25
i
R FIELD NOTE DESCRIPTION OF MO NINGSTAR COMMERCIAL TRACT A
Being a tract of land out of the M.S.Teter Survey,Abstract No.2070,and situated in Parker County,
Texas,and surveyed by Miller Surveying,Inc.of Hurst,Texas in October 2014,said tract being a
portion of the same tract of land described in the deed to FWFW Holdings,Inc,recorded as
Document No,2014-10303 in the Deed Records of Parker County,Texas and being more particularly
described by metes and bounds as follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a TxDOT monument found
for the northwest corner of said FWFW tract bears North 00 degrees 08 minutes 23 seconds West
at 647.38 feet;
Thence North 89 degrees 02 minutes 19 seconds East a distance of 742.46 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence South 31 degrees 38 minutes 15 seconds East a distance of 21.12 feet to a 1/2 inch"MILLER
5565"capped steel rod set;
Thence South 89 degrees 46 minutes 48 seconds East a distance of 419.46 feet to a 1/2 inch
"MILLER 5655"capped steel rod set;
Thence South 00 degrees 55 minutes 33 seconds East a distance of 318.47 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence North 68 degrees 15 minutes 24 seconds West a distance of 167,95 feet to a 1/2 inch
"MILLER 5565"capped steel rod set for the beginning of a curve to the left with a radius of 1255,00
feet and whose chord bears North 79 degrees 36 minutes 33 seconds West at 494.07 feet;
Thence northwesterly with said curve through a central angle of 22 degrees 42 minutes 17 seconds
and an arc length of 497.32 feet to a 1/21nch"MILLER 5665"capped steel rod set for the end of said
curve;
Thence South 89 degrees 02 minutes 19 seconds West a distance of 99.48 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of 983.00
feet and whose chord bears North 87 degrees 27 minutes 02 seconds West at 120.39 feet;
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmcl Tr A
Exhibit C—Page 26
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT A (Cont`d.)
Thence northwesterly with said curve through a central angle of 07 degrees 01 minutes 18 seconds
and an arc length of 120.47 feet to a 1/2 inch"MILLER 5665"capped steel rod set for beginning of a
curve to the left with a radius of 617.00 feet and whose chord bears North 87 degrees 27 minutes
02 seconds West at 75.57 feet;
Thence northwesterly with said curve through a central angle of 07 degrees 01 minutes 18 seconds
and an arc length of 75.61 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said
curve;
Thence South 89 degrees 02 minutes 19 seconds West a distance of 150.00 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of 83.00
feet and whose chord bears North 45 degrees 57 minutes 41 seconds West at 117.38 feet;
Thence northwesterly with said curve through a central angle of 90 degrees 00 minutes 00 seconds
and an arc length of 130.38 feet to a 1/2 inch"MILLER 5665"capped steel rod set forthe end of said
curve;
Thence South 89 degrees 02 minutes 19 seconds West a distance of 5.00 feet to a 1/2 inch"MILLER
5665"capped steel rod set;
Thence North 00 degrees 57 minutes 45 seconds West a distance of 88.20 feet to the point of
beginning and containing 5.395 acres of land,more or less.
SHEET TWO OF THREE
Job No.13121•Plot File 13121 Cmcl Tr A
Exhibit C—Page 27
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT B
Being a tract of land out of the M.S.Teter Survey,Abstract No.2070,and situated In Parker
County,Texas,and surveyed by Miller Surveying,Inc,of Hurst,Texas in October 2014,said tract
being a portion of the same tract of land described in the deed to FWFW Holdings,Inc,recorded
as Document No.2014-10303In the Deed Records of Parker County,Texas and being more
particularly described by metes and bounds as follows:
Beginning at a 1/2 Inch"MILLER 5665"rapped steel rod set from which a TxDOT monument
found for the northwest corner of said FWFW tract bears North 06 degrees 28 minutes 16
seconds West at 944.88 feet;
Thence North 89 degrees 02 minutes 19 seconds East a distance of 433.07 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
1145.00 feet and whose chord bears South 81 degrees 35 minutes 33 seconds Fast at 372.79
feet;
Thence easterly with said curve through a central angle of 18 degrees 44 minutes 16 seconds
and an arc length of 374.45 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for the end of
said curve;
Thence South 21 degrees 44 minutes 36 seconds West a distance of 415.77 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence South 00 degrees 30 minutes 13 seconds East a distance of 355.71 feet to a 1/2 inch
"MILLER 5665"capped steel rod set;
Thence South 89 degrees 29 minutes 47 seconds West a distance of 674.94 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
1844.86 feet and whose chord bears North 11 degrees 05 minutes 05 seconds West at 311.98
feet;
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmcl Tr a
Exhibit C—Page 28
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT B (Cont'd.)
Thence northerly with said curve through a central angle of 09 degrees 42 minutes 02 seconds
and an arc length of 312.35 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for the
beginning of a curve to the right with a radius of 999,00 feet and whose chord bears North 00
degrees 39 minutes 22 seconds West at 191.76 feet;
Thence northerly with said curve through a central angle of 11 degrees 08 minutes 18 seconds
and an arc length of 192.07 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the
beginning of a curve to the left with a radius of 512.00 feet and whose chord bears North 01
degrees 37 minutes 50 seconds East at 70.08 feet;
Thence northerly with said curve through a central angle of 06 degrees 33 minutes 54 seconds
and an arc length of 70.12 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for the end of
said curve;
Thence North 00 degrees 57 minutes 45 seconds West a distance of 142.65 feet to a 1/2 Inch
"MILLER 5665"capped steel rod set;
Thence North 89 degrees 02 minutes 19 seconds East a distance of 5.00 feet to a 1/2 inch .
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
83.00 feet and whose chord bears North 44 degrees 02 minutes 19 seconds East at 117.38 feet;
Thence northeasterly with said curve through a central angle of 90 degrees 00 minutes 00
seconds and an arc length of 130.38 feet to the point of beginning and containing 13.934 acres
of land,more or less.
SHEET TWO OF THREE
Job No.13121•Plot File 13121 Cmci Tr B
Exhibit C—Page 29
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT C
Being a tract of land out of the J.D,Morris Survey,Abstract No.927,and situated In Parker County,Texas,
and surveyed by Miller Surveying,Inc.of Hurst,Texas in October 2014,said tract being a portion of the same
tract of land described in the deed to FWFW Holdings,Inc,recorded as Document No.2014-10303 in the
Deed Records of Parker County,Texas and being more particularly described by metes and bounds as
follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the
northwest corner of said FWFW tract bears North 59 degrees 12 minutes 34 seconds West at 2904.49 feet;
Thence South 68 degrees 15 minutes 24 seconds East a distance of 102.80 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 87 degrees 31 minutes 44 seconds East a distance of 192.93 feetto a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 74 degrees 17 minutes 19 seconds East a distance of 81.66 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 49 degrees 23 minutes 17 seconds East a distance of 36.67 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 40 degrees 36 minutes 43 seconds West a distance of 94.78 feet to a 1/2 inch"MILLER 5665'
capped steel rod set;
Thence South 45 degrees 11 minutes 09 seconds West a distance of50.16 feet to a 1/2 Inch"MILLER 5665'
capped steel rod set;
Thence South 40 degrees 36 minutes 43 seconds West a distance of 36.43 feet to a 1/2 inch"MILLER 5665"
capped steel rod set for the beginning of a curve to the right with a radius of 33.50 feet and whose chord
bears South 67 degrees 21 minutes S7 seconds West at 30-16 feet;
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmcl Tr C
Exhibit C—Page 30
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT C (Cont'd)
Thence southwesterly with said curve through a central angle of 53 degrees 30 minutes 28
seconds and an arc length of 31.29 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for
the beginning of a curve to the left with a radius of 80.00 feet and whose chord bears North
89 degrees 41 minutes 13 seconds West at 10.62 feet;
Thence westerly with said curve through a central angle of 07 degrees 36 minutes 47 seconds
and an arc length of 10.63 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the
beginning of a curve to the right with a radius of 33.50 feet and whose chord bears South 89
degrees 42 minutes 03 seconds West at 3.73 feet;
Thence westerly with said curve through a central angle of06 degrees 23 minutes 19 seconds
and an arc length of 3.74 feet to a 1/2 inch"MILLER 5665"capped steel rod set for end of said
curve;
Thence North 49 degrees 23 minutes 17 seconds West a distance of 199.16 feet to a 1/2 inch
"MILLER 5665"capped steel rod setfor the beginning of a curve to the right with a radius of
1155.00 feet and whose chord bears North 52 degrees 35 minutes 26 seconds West at 129.04
feet;
Thence westerly with said curve through a central angle of 06 degrees 24 minutes 17 seconds
and an arc length of 129.11 feet to a 1/2 inch"MILLER 5665"capped steel rod set for end of
said curve;
Thence North 34 degrees 12 minutes 25 seconds East a distance of 38.12 feet to the point of
beginning and containing 1.050 acres of land,more or less,
SHEET TWO OF THREE
Job No.13121•Plot File 13121 Cmcl Tr C
Exhibit C—Page 31
i
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT D (Contd.)
Thence South 00 degrees 54 minutes 35 seconds East a distance of 141.63 feet to a 1/2 inch
"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
1045.00 feet and whose chord bears North 69 degrees 31 minutes 40 seconds West at 633.39
feet;
Thence northwesterly with said curve through a central angle of 07 degrees 56 minutes 39
seconds and an arc length of 643.51 feet to a 112 inch"MiLLER 5665"capped steel rod set for
the beginning of a curve to the right with a radius of 33.50feet and whose chord bears North
10 degrees 45 minutes 46 seconds West at 4.64 feet;
Thence northerly with said curve through a central angle of 07 degrees 56 minutes 39
seconds and an arc length of 4.64 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for
the beginning of a curve to the left with a radius of 80.00 feet and whose chord bears North
09 degrees 50 minutes 36 seconds West at 8.52 feet;
Thence northerly with said curve through a central angle of 06 degrees 06 minutes 19
seconds and an arc length of 8.52 feet to a 1/2 inch"MILLER 5665"capped steel rod set for
the beginning of a curve to the right with a radius of 33.50 feet and whose chord bears North
13 degrees 51 minutes 29 seconds East at 30.16 feet;
Thence northerly with said curve through a central angle of 53 degrees 30 minutes 28
seconds and an arc length of 31.29 feet to the point of beginning and containing 2.113 acres
of land,more or less.
SHEET TWO OF THREE
Job No.13121•Plot File 13121 Cmcl Tr D
Exhibit C—Page 32
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT D
Being a tract of land out of the J.D.Morris Survey,Abstract No.927,and situated In Parker County,Texas,
and surveyed by Miller Surveying,Inc.of Hurst,Texas In October 2014,said tract being a portion of the same
tract of land described In the deed to FWFW Holdings,Inc,recorded as Document No.2014-10303 in the
Deed Records of Parker County,Texas and being more particularly described by metes and bounds as
follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the
northwest corner of said FWFW tract bears North 58 degrees 03 minutes 29 seconds West at 3323.66 feet;
Thence North 40 degrees 36 minutes 43 seconds East a distance of 36.43 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
I
Thence North 36 degrees 02 minutes 16 seconds East a distance of 50.16 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence North 40 degrees 36 minutes 43 seconds East a distance of 104.78 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 49 degrees 23 minutes 17 seconds East a distance of 143.13 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 12 degrees 10 minutes 08 seconds West a distance of58.18 feet to a 1/2 inch"MILLER 5665'
capped steel rod set;
Thence South 42 degrees 16 minutes 53 seconds East a distance of 167.51 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence North 89 degrees 05 minutes 25 seconds East a distance of 255.76 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
SHEET ONE OF THREE
Job No.13121•Plot File 13121 Cmcl Tr D
Exhibit C—Page 33
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT E
Being a tract of land out of the J.D.Morris Survey,Abstract No.927,and situated In Parker County,Texas,and
surveyed by Miller Surveying,Inc,of Hurst,Texas in October 2014,said tract being a portion of the same tract of
land described In the deed to FWFW Holdings,Inc,recorded as Document No.2014-10303 in the Deed Records
of Parker County,Texas and being more particularly described by metes and bounds as follows:
i
Beginning at a 1/2 Inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the
northwest corner of said FWFW tract bears North SO degrees 43 minutes 40 seconds West at 3282.33 feet;
Thence North 40 degrees 39 minutes 17 seconds East a distance of 155.34 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence North 45 degrees 13 minutes 43 seconds East a distance of 50.16 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence North 40 degrees 39 minutes 17 seconds East a distance of 36.43 feet to a 1/2 inch"MILLER 5665"
capped steel rod set for the beginning of a curve to the right with a radius of 33.50 feet a nd whose chord bears
North 67 degrees 24 minutes 30 seconds East at 30.16 feet;
Thence northeasterly with said curve through a central angle of 53 degrees 30 minutes 26 seconds and an arc
length of 31.29 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the beginning of a curve to the left with
a radius of 80.00 feet and whose chord bears North 89 degrees 37 minutes 00 seconds East at 12.68 feet;
Thence easterly with said curve through a central angle of 09 degrees 05 minutes 28 seconds and an arc length
of 12.69 feet to a 1/2 inch"MILLER 5665"ca pped steel rod set for the beginning of a curve to the right with a
radius of 33.50 feet and whose chord bears North 87 degrees 33 minutes 59 seconds East at 2.91 feet;
Thence easterly with said curve through a central angle of 04 degrees 59 minutes 09 seconds and an arc length
of 2.92 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the beginning of a curve to the left with a radius
of 1155.00 feet and whose chord bears South 59 degrees 18 minutes 18 seconds East at 304.89 feet;
Thence southeasterly with said curve through a central angle of 15 degrees 10 minutes 07 seconds and an arc
length of 305,78 to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said curve;
Thence South 23 degrees 06 minutes 39 seconds West a distance of 38.71 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence South 89 degrees 49 minutes 35 seconds West a distance of 450.96 feet to the point of beginning and
containing 1.158 acres of land,more or less.
SHEET ONE OF TWO
Job No.13121•Plot File 13121 Cmcl Tr E
Exhibit C—Page 34
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT G
Being a tract of land out of the P.J.McClary Survey,Abstract No.907,and situated in Parker County,Texas,
and surveyed by Miller Surveying,Inc.of Hurst,Texas In October 2014,said tract being a portion of the same
tract of land described in the deed to FWFW Holdings,Inc.,recorded as Document No.2014-103031n the
Deed Records of Parker County,Texas,and being more particularly described by metes and bounds as
follows:
Beginning at a 1/2 Inch"MILLER 5665"capped steel rod setfrom which a TxDOT monument found for the
most westerly southwest corner of said FWFW tract bears South 71 degrees 18 minutes 03 seconds West at
2362.78 feet;
Thence South 82 degrees 53 minutes 49 seconds West a distance of 15.06 feetto a 1/2 inch"MILLER 5665"
capped steel rod set forthe beginning of a curve to the right with a radius of 474.00feet and whose chord
bears North 83 degrees 48 minutes 20 seconds West at 218.51 feet;
Thence westerly with said curve through a central angle of 26 degrees 35 minutes 42 seconds and an arc
length of 220.48 feetto a 1/2 Inch"MILLER 5665"capped steel rod set forthe end of said curve;
Thence North 70 degrees 30 minutes 29 seconds West a distance of 42.84 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence North 25 degrees 30 minutes 29 seconds West a distance of 14.14 feet to a 1/2 Inch"MILLER 5665"
capped steel rod set;
Thence North 19 degrees 29 minutes 31 seconds East a distance of 250.31 feet to a 1/2 inch"MILLER 5665"
capped steel rod set;
Thence South 70 degrees 30 minutes 29 seconds East a distance of 139.21 feet to a 1/2 inch"MILLER 5665'
capped steel rod set;
Thence North 55 degrees 07 minutes 53 seconds East a distance of 20.00 feet to a 1/2 inch"MILLER 5665'
capped steel rod set for the beginning of a curve to the left with a radius of 50.00 feet and whose chord bears
South 49 degrees 34 minutes 26 seconds East at 25.38 feet;
Thence easterly with said curve through a central angle of 29 degrees 24 minutes 37 seconds and an arc
length of 25.67 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said curve;
Thence South 07 degrees 06 minutes 11 seconds East a distance of 235.40 feet to the point of beginning and
containing 1.346 acres of land,more or less.
i
SHEET ONE OF TWO
Job No.13121•Plot File 13121 Cmcl Tr G
Exhibit C—Page 35
FIELD NOTE DESCRIPTION OF MORNINGSTAR COMMERCIAL TRACT J
Being a tract of land out of the P.J.McClary Survey,Abstract No.907,and situated in Parker County,Texas,and
surveyed by Miller Surveying,Inc,of Hurst,Texas in October 2014,said tract being a portion of the same tract of land
described in the deed to FWFW Holdings,Inc.,recorded as Document No.2014-10303 in the Deed Records of Parker
County,Texas,and being more particularly described by metes and bounds as follows:
Beginning at a 1/2 inch"MILLER 5665"capped steel rod set from which a TxDOT monument found for the most
westerly southwest corner of said FWFW tract bears South 02 degrees 13 minutes 55 seconds West at 87.16 feet;
Thence North 01 degrees 03 minutes 25 seconds West a distance of 497,89 feet to a 1/2 inch"MILLER 5665"capped
steel rod set;
Thence North 85 degrees 17 minutes 48 seconds East a distance of 913.78 feet to a 1/2 inch"MILLER 5665'capped
steel rod set;
Thence South 00 degrees 16 minutes 39 seconds West a distance of 670.76 feet to a 1/2 Inch"MILLER 5665"capped
steel rod set;
Thence North 89 degrees 57 minutes 16 seconds West a distance of 464.78 feet to a 1/2 inch"MILLER 5665"capped
steel rod set for the beginning of a curve to the right with a radius of 987.00 feet and whose chord bears North 86
degrees 26 minutes 37 seconds West at 120.88 feet;
Thence westerly with said curve through a central angle of 07 degrees 01 minutes 18 seconds and an arc length of
120.96 feet to a 1/2 Inch"MILLER 5665"capped steel rod set for the beginning of a curve to the right with a radius of
613.00 feet and whose chord bears North 86 degrees 14 minutes 44 seconds West at 79.75 feet;
Thence westerly with said curve through a central angle of 07 degrees 01 minutes 18 seconds and an arc length of
75.12 feet to a 1/2 inch"MI LLER 5665"capped steel rod set for the end of said curve;
Thence North 89 degrees 57 minutes 16 seconds West a distance of 150.00 feet to a 1/2 Inch"MILLER 5665"capped
steel rod set for the beginning of a curve to the right with a radius of 87.00 feet and whose chord hears North 45
degrees 30 minutes 20 seconds West at 121.85 feet;
Thence northwesterly with said curve through a central angle of 88 degrees 53 minutes 51 seconds and an arc length
of 134.99 feet to a 1/2 inch"MILLER 5665"capped steel rod set for the end of said curve;
Thence South 88 degrees 56 minutes 35 seconds West a distance of 1.00 feet to the point of beginning and
containing 13.005 acres of land,more or less.
SHEET ONE OF TWO
Job No.13121•Plot File 13121 Cmcl Tr J
Exhibit C—Page 36
EXHIBIT D
DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS FOR
MORNINGSTAR RESIDENTIAL COMMUNITY
This Declaration of Covenants, Conditions and Restrictions for Morningstar Residential Community is
made as of the_day of , 20_by Declarant.
RECITALS
A. Declarant is the fee simple owner of the Property described in Exhibit A attached to this
Declaration.
B. By this Declaration, Declarant desires to: (i) establish a general plan for the development of the
Property; (ii)provide for the creation,maintenance, repair, improvement and replacement of the Common
Areas as set forth in the Governing Documents; (iii) provide for the implementation of the powers and
duties of the Declarant and the Association as set forth in the Governing Documents; (iv) preserve and
enhance the Property; (v) create and grant the Easements; and (vi ) implement the purposes of the
Association as provided for in the Governing Documents.
C. Declarant has caused the Association to be incorporated under the Laws of the State, in
accordance with the TNCL, as an owners'association, for the purpose of exercising the functions set forth
in this Declaration.
NOW, THEREFORE, Declarant does hereby publish and declare that the following terms, provisions,
covenants, conditions, easements, restrictions, reservations, uses, limitations and obligations are
established and shall be deemed to run with the land in the Property and shall be a burden and benefit to
Declarant, the Association, the Owners and their respective heirs, legal representatives, successors and
assigns:
SECTION 1
DEFINITIONS
Section L I. Defined Terms. Each capitalized term used in this Declaration shall have the meaning set
forth in this Section 1.1:
"Access Easement" An easement as more particularly described in Subsection 7.2(a)of this Declaration.
"Act" Chapter 209 of the Texas Property Code applicable to property owners' associations, as amended
from time to time.
"Affiliates" Any Person who controls, is controlled by, or is under common control with another Person.
"Annexed Property" Any real property added to the Property by a Supplemental Declaration as set forth
in Section 11.2 of this Declaration.
"Architectural Control Committee" The committee established in accordance with Section 12.3 of this
Declaration.
1
"Architectural Guidelines" Any procedural or substantive rules, guidelines, criteria, standards and
procedures that may be adopted by Declarant, or the Board, from time to time, regarding the design,
standards, development, planning and construction of Improvements and the use or occupancy of the
Lots, as the same may be amended from time to time.
"Assessment Policy" That certain policy adopted by the Board of Directors and filed in the Real Property
Records which establishes guidelines in accordance with the Act for payment of delinquent assessments
and other amounts owed to the Association, as amended from time to time.
"Assessments" Regular Assessments, Special Assessments and Individual Assessments owing to the
Association by an Owner or levied against any Lot by the Association.
"Association" . a Texas nonprofit corporation, and its successors
and assigns, organized under the TNCL, and created for the purposes and possessing the rights, powers,
authority and obligations set forth in the Governing Documents, whose address for notice purposes is c/o
Morningstar, 3045 Lackland Rd., Fort Worth, Texas 76116 as may be changed by the Association from
time to time.
"Board" The Board of Directors of the Association.
"Budget"An annual budget prepared by the Association that sets forth the anticipated Common Expenses
for the ensuing fiscal year.
"Builder" An Owner who (a) has acquired an unimproved Lot directly from the Declarant or Declarant's
Affiliate, (b) is in the business of constructing residences for resale to third parties and (c) intends to
construct a residence on such Lot for resale to a third party.
"Bylaws" The Bylaws adopted by the Association, as may be amended from time to time.
"Certificate of Formation"The Certificate of Formation for the Association filed with the Secretary of the
State of Texas, as may be amended from time to time.
"Charges" Any costs, expenses, dues, interest, fees, late fees, fines, collection costs, attorneys' fees and
any other sums arising under the Governing Documents owing to the Association or an Owner other than
Common Expenses.
"Claim" Any and all demands, actions, causes of action, losses, costs, expenses (including reasonable
attorneys'fees applicable thereto),damages or liability of any kind or nature.
"Class A Members" The Owners of each Lot who are members of the Association.
"Class B Member" The Declarant at all times on or before the termination of the Declarant Control
Period.
"Common Areas" The portions of the Property and Improvements thereon (a) owned by the Association
(other than any Lot acquired by the Association through a foreclosure pursuant to Section 6.4 of this
Declaration); (b)owned by a Person other than the Association, but in which the Association has rights of
use or possession pursuant to a lease, license, easement or other agreement; (c) that the Association is
required to operate, manage, maintain or repair pursuant to an agreement with the Association or pursuant
to requirements of a Governmental Authority; or (d) any other areas designated as Common Areas by
Declarant.
2
"Common Area Damage" Has the meaning assigned to such term in Section 15.15 of this Declaration.
"Common Expenses" Allocations to reserves and all costs, expenses and liabilities incurred by or on
behalf of the Association, including: (a) expenses of administration, management, maintenance, care or
operation of any Common Area and the Association; (b) expenses due and payable in accordance with
this Declaration; and (c) expenses designated as Common Expenses by the Governing Documents or by
the Board.
"County" Parker County, Texas.
"Declarant" FWFW Holdings, Inc., a Texas corporation and FG Aledo Development, LLC, a Texas
limited liability company (whether individually or together herein), located at 3045 Lackland Rd., Fort
Worth, Texas, 76116, and any successor or assignee designated by written notice of assignment executed
by the then Declarant or any Person who acquires Declarant's (or its successor's or assign's) interest in the
Property pursuant to foreclosure or deed in lieu relating to a construction or development loan; and to the
extent any rights or powers reserved to Declarant are transferred or assigned to any successor or assignee,
such rights and powers shall be described in the written notice of assignment, the notice of written
assignment shall also be executed by such successor or assignee and the notice of assignment shall be
recorded in the Real Property Records.
"Declarant Control Period" The period commencing on the date of this Declaration and continuing until
the earliest to occur of the date which is (a)25 years after the date on which this Declaration is recorded;
or (b) when, in Declarant's sole discretion, it voluntarily relinquishes such right designated by written
notice executed by the then Declarant.
"Declaration" This Declaration of Covenants, Conditions and Restrictions for Morningstar Residential
Community as amended and supplemented from time to time.
"Designee" A Person acting at the request of another Person, including builders, contractors,
subcontractors,employees, agents,representatives and licensees.
"Development Rights" Those rights set forth in Section 11 of this Declaration.
"Dispute" Any Claim, grievance or other dispute arising out of or relating to: (a)the failure of any Owner
to construct or alter Improvements on any Lot or begin construction on any Lot without having obtained
the prior approval of the Architectural Control Committee as required by this Declaration or the
Architectural Guidelines; (b) any prohibited use within the Property; (c) the failure of any Owner to
comply with requirements set forth in the Governing Documents; (d)the failure of any Owner to maintain
its Lot and all Improvements thereon for which such Owner is responsible for maintaining, in accordance
with the Governing Documents and in compliance with all Legal Requirements; (e) the interpretation,
application or enforcement of the Governing Documents; (f) any conflict or dispute arising between or
among Owners, the Association, the Architectural Control Committee, the Board or Declarant; (g) the
proper party to bear a maintenance cost or expense; (h) any other rights, obligations and duties of any
Owner under the Governing Documents; (i) the authority of the Association, Declarant, or the
Architectural Control Committee under an y Legal Requirement or under the Governing Documents to:
(i)require any Owner to take any action or not to take any action involving such Owner's Lot or; (ii)alter,
subtract from or add to the Common Areas or the Property; or 0) the failure of the Association, in
accordance with all Legal Requirements and the Governing Documents to: (i) properly conduct elections;
(ii) give adequate notice of meetings or actions; (iii) properly conduct meetings; or (iv) allow inspection
of books or records. The following shall not be considered "Disputes" unless all parties shall otherwise
3
agree to submit the matter to arbitration pursuant to Section 14.2 of this Declaration: (1) any suit by
Declarant, the Association or the Architectural Control Committee to obtain a temporary restraining order
and such ancillary relief as the court may deem necessary to maintain the status quo and preserve
Declarant's, the Association's or the Architectural Control Committee's ability to enforce the provisions
of the Governing Documents; (2) any action permitted under Subsection 12.11(b) of this Declaration; (3)
any action permitted under Section 6 of this Declaration in connection with the enforcement of any
Owner's obligation to pay Assessments under this Declaration or collection of any past due or unpaid
Assessments; (4) any suit between Owners which does not include Declarant or the Architectural Control
Committee, if such suit asserts a dispute that would constitute a cause of action independent of this
Declaration; (5) any disagreement that primarily involves title to any Lot; or (6) any suit in which the
applicable statute of limitations would expire within 180 days of the giving of notice as provided in this
Declaration unless the Persons against who are involved in a Dispute agree to toll the statute of
limitations for a period of time necessary to comply with the arbitration provisions of this Declaration.
"Drainage Easement" An easement as more particularly described in Section 7.2 of this Declaration.
"Drainage Facilities" The detention ponds, drainage channels, discharge structures, and grading,
connector, and outfall pipes, and all other items and structures, whether located in Common Areas or on
Lots, whether public or private, necessary for the proper drainage of surface storm water runoff within the
Property.
"Easement Area" Any portion of the Property burdened by an Easement.
"Easements" Collectively, those easements described in Section 7.1 and Section 7.2 of this Declaration.
"Environmental Laws" Any federal, state, or local law, statute, ordinance, or regulation, whether now or
hereafter in effect, pertaining to health, industrial hygiene, or the environmental conditions on, under, or
about the Property or the Improvements.
"Governing Documents" Those documents listed in Section 2.4 of this Declaration, as they may be
amended from time to time.
"Governmental Approvals" All permits, licenses, certificates, consents and any other approvals
necessary or required pursuant to any law, ordinance, resolution, order, rule or regulation of any
Governmental Authority.
"Governmental Authority" Any and all applicable courts, boards, agencies, commissions, offices or
authorities of any nature whatsoever for any governmental entity (federal, State, County, district,
municipal or otherwise)whether now or hereafter in existence.
"Governmental Impositions" All real property and personal property taxes, assessments, standby fees,
excises and levies, and any interest, costs or penalties with respect thereto, general and special, ordinary
and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to
or after the execution of this Declaration, may be assessed, levied or imposed upon the Property or any
Lot therein by any Governmental Authority.
"Hazardous Substances" Any substance, product, waste, or other material which is or becomes listed,
regulated, or addressed as being a toxic, hazardous, polluting, or similarly harmful substance under any
Environmental Law.
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"Improvements" Any and all physical structures, facilities, alterations or changes of any type or nature
made to or on any portion of the Property, Common Areas and Lots including any buildings, residences,
parking lots, parking structures, roadways, driveways, ramps, loading areas, mechanical equipment,
utilities, fencing, antennae, walls, screens, landscaping, streetscapes, grading changes, park are.as,
walkways, bridges, recreational facilities, exterior lighting facilities, drainage structures, curbs, retaining
walls and grates existing or in the future placed on any portion of the Property, including all cable
television, cellular phone, internet and other utility or communication installations or equipment.
"Indemnified Party" Shall have the meaning assigned to such term in Subsection 15.14(a) of this
Declaration.
"Individual Assessments" Assessments established, imposed and levied from time to time by the
Association pursuant to Section 6.2 of this Declaration.
"Initiation Assessment" Shall have the meaning assigned to such term in Subsection 6.1 (a) of this
Declaration.
"Insurance Trustee" The Association acting in the capacity of a trustee in accordance with the provisions
of Section 9.4 of this Declaration to negotiate losses under any property insurance policies required to be
obtained by the Association, as applicable, in this Declaration.
"Legal Requirements" Any restrictive covenants and any other matters of record and any and all then-
current judicial decisions, statutes, rulings, rules, regulations, permits, certificates or ordinances of any
Governmental Authority in any way applicable to any Owner's use and enjoyment of any portion of the
Property or any Lot, including Environmental Laws, zoning ordinances, subdivision and building codes,
flood disaster laws and applicable architectural barrier and health laws and regulations.
"Lot" Any portion of the Property designated by Declarant, or shown on a Plat, as a subdivided lot other
than Common Area.
"Maintenance Standard" Good repair and condition for the Property necessary to maintain the Common
Areas and Lots, as applicable, in a condition reasonably suitable for their intended purpose.
"Manager" Any professional manager or management company that is engaged by the Association to
perform any of the duties,powers or functions of the Association.
"Members"Owners of Lots in the Property, including the Class A Members and the Class B Member.
"Membership"The rights and obligations associated with being a Member.
"Mortgagee" Any Person that is the holder, insurer or guarantor of any mortgage or deed of trust securing
indebtedness on the Property or on a Lot.
"Occupant" Any Person from time to time entitled to the use and occupancy of any portion of Property
and Lot and Improvements thereon pursuant to an ownership right or any lease, sublease, license, or other
similar agreement.
"Owner" Any Person, including Builders and Declarant, owning record title to a Lot, but excluding any
Person having an interest in a Lot solely as security for an obligation.
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"Past Due Rate" The maximum lawful rate of interest allowed under Texas law or, if no maximum lawful
rate exists,the rate of 18%per annum.
"Past Due Payment Plan" Shall have the meaning assigned to such term in Section 6.3 of this Declaration.
"Person" Any individual, corporation, partnership, limited partnership, limited liability partnership,
Limited Liability Company, .joint venture, estate, trust, unincorporated association and any other legal
entity, including any Governmental Authority.
"Plans" The plans and specifications for the development and construction of Improvements with respect
to a particular Lot, prepared by or on behalf of an Owner and approved by all applicable Governmental
Authority, and which includes all applicable items set forth in the Architectural Guidelines and any
other information requested by the Architectural Control Committee.
"Plat" A subdivision plat of any portion of the Property as recorded i n the Real Property Records and any
amendments thereto.
"Property" That certain real property located in the County and more particularly described in Exhibit A
attached to this Declaration, together with all and singular the Easements, rights, and appurtenances
pertaining thereto and any Annexed Property.
"Property Roads" Roads, bridges or drives now or hereinafter existing in the Property that are owned,
operated and/or maintained by the Association.
"Real Property Records" The records of the office of the county clerk of the County where instruments
concerning real property are recorded.
"Records Policy" That certain policy adopted by the Board of Directors and filed in the Real Property
Records which establishes guidelines in accordance with the Act for the retention, inspection, production,
copying and costs associated therewith for the books and records of the Association, as amended from
time to time.
"Regular Assessment" Assessments established, imposed and levied by the Association pursuant to
Section 6.1 of this Declaration.
"Regular Assessment Period" The period of time between the dates on which Regular Assessments
become due and payable.
"Rules and Regulations" All rules, regulations, procedures, as the same may be adopted and amended
from time to time by the Board, pursuant to this Declaration.
"Signage" Any signage, lettering, decorations, banners, advertising or marketing media, awnings,
canopies, window covering, or any other similar type of expression on a Lot, the Improvement thereon or
in the interior of the Improvement if the same is visible from the exterior.
"Special Assessments"Assessments established, imposed and levied from time to time by the
Association pursuant to Subsection 6.1(d)of this Declaration.
"State" The State of Texas.
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"Supplemental Declaration" A written instrument, executed by Declarant and recorded in the Real
Property Records that subjects Annexed Property to this Declaration or otherwise supplements the
covenants, conditions or restrictions contained in this Declaration as to such Annexed Property.
"Taking" The taking or threat of taking of all or a portion of the Property or Common Area for any public
or quasi-public use, by eminent domain proceedings or otherwise, by a Governmental Authority or by an
action in the nature of eminent domain (whether permanent or temporary) or the sale or other transfer of
the Property or Common Area in lieu thereof.
"TNCL" The Texas Nonprofit Corporation Law, as amended from time to time.
SECTION 2
SUBMISSION
Section 2.1. Submission of the Property to this Declaration. The real property described on Exhibit A
and covered by this Declaration is the Property. Unless otherwise specifically set forth herein, all of the
Property and any right, title or interest therein shall be owned, held, leased, sold, occupied and conveyed
to an Owner, subject to the covenants, conditions, restrictions, Easements, Charges, Liens and other
provisions of the Governing Documents, including the Development Rights.
Section 2.2. Owner Acknowledgment. Each Owner is subject to this Declaration and the Governing
Documents and covenants and restrictions contained therein. By acceptance of a deed, or other instrument
establishing title, ownership or the right of occupancy in any portion of the Property, including any Lot or
any portion of a Lot, each Owner and Occupant acknowledges that it has been given notice of this
Declaration and the other Governing Documents; that use of any portion of the Property and Lot is
limited and governed by the provisions of the Governing Documents; that the Board may, from time to
time, adopt and amend definitions of words, phrases and terms used in this Declaration and other
Governing Documents; that the use, enjoyment and marketability of the Property and the Lots can be
affected by this Declaration; that the Governing Documents may change from time to time; and that each
Owner is responsible for the acts and omissions of its Occupants.
Section 2.3. Property Not in a City. Portions of the Property are located in the extraterritorial
jurisdictions of the city known as Fort Worth, Texas (the "Municipality"). The Property located in the
extraterritorial jurisdiction may be subject to annexation by the Municipality. The Municipality maintains
a map that depicts it boundaries and extraterritorial jurisdictions. To determine which portions of the
Property are located within which extraterritorial jurisdictions of the Municipality, Owners may contact
the Municipality and request such information.
Section 2.4. Governing Documents. The Property's Governing Documents consist of the following
documents, and in the event of any conflict between the provisions of the Governing Documents, the
Governing Documents shall control in the following order: (a) the Act; (b) this Declaration, as amended
by any Supplemental Declaration or amendment; (c) the Bylaws; (d) the Certificate of Formation; (e)
Architectural Guidelines; (f) Rules and Regulations; and (g) any other policies adopted by the board of
Directors and recorded in the Real Property Records of the County, as each of documents listed in items
(a)-(g) may be amended from time to time. Any conflict between the provisions of multiple Supplemental
Declarations applying to the same portion of Property or Annexed Property shall be resolved by granting
control to the Supplemental Declaration with the latest date of filing in the Real Property Records which
shall control over any prior Supplemental Declarations filed for such portion of Property. It is Declaranfs
intention for the Governing Documents to be in compliance with the Act and Declarant may amend the
Governing Documents during the Declarant Control Period in its absolute and sole discretion to bring
such documents in compliance with the Act and other Legal Requirements.
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Section 2.5. Supplemental Declarations. During the Declarant Control Period and pursuant to
Section 1 1 of this Declaration, Declarant shall file any Supplemental Declaration in the Real Property
Records, which Supplemental Declaration shall include the following: (a) an adequate legal description
covering the Property or any Annexed Property, as applicable, subject to a Supplemental Declaration; (b)
a signature page duly executed by the owner of any Annexed Property; (c) a description of any conditions
or restrictions that apply to the Annexed Property other than those set forth in this Declaration; and (d) a
reference to this Declaration, stating the date of recordation and recording information of this Declaration
in the Real Property Records.
SECTION 3
USES,RESERVATIONS AND RESTRICTIONS
Section 3.1. Uses. Subject to applicable restrictions of record, the Architectural Guidelines and Rules
and Regulations, Lots and Improvements located thereon shall be used for single family residential
purposes in accordance with the Governing Documents and Legal Requirements.
Section 3.2. Common Areas. No Owner shall obstruct or interfere with the use by other Owners,
Declarant or the Association of the Common Areas, nor shall any Owner keep or store anything on any
part of the Common Areas without the prior written approval of the Association. No Owner shall alter,
construct in or on or remove anything from the Common Areas without the prior written approval of the
Association. Neither the Association nor Declarant is obligated to construct any particular type or kind of
Improvements on or within the Common Areas.
Section 3.3. Signage Rights. Declarant shall have the right to erect Signage on Improvements or on
any Lot it owns during the Declarant Control Period and may grant approval to any other Person,
including Builders, in its sole and absolute discretion to erect Signage on Improvements or on any Lot;
provided, however that such Signage is in compliance with the Legal Requirements and any Signage
guidelines set forth in the Architectural Guidelines. Notwithstanding the foregoing, Lots designated for
use as single family residential use that have been conveyed to an Owner who will occupy and/or use
such Lots for residential purposes shall only be allowed to erect signage in accordance with the provisions
related thereto set forth in the Rules and Regulations.
Section 3.4. Intentionally deleted
Section 3.5. Landscaping Requirements. All portions of a Lot not improved by Improvements or other
buildings, residences, driveways, parking areas, walkways, patios or decks (referred to as the unimproved
area or landscaped areas of a Lot) shall be landscaped and maintained by the Owner thereof(other than
Declarant) in a manner as set forth in the Architectural Guidelines or as otherwise approved by the
Architectural Control Committee pursuant to Section 12 of this Declaration. If any Owner fails to install
required landscaping or fails to maintain such landscaping or its Lot in accordance with the Architectural
Guidelines, the Association may, but shall not be obligated to, perform such landscaping requirements in
lieu of such Owner pursuant to Section 8.2 of this Declaration or as otherwise set forth in the
Architectural Guidelines,
Section 3.6. Environmental.
(a) No Hazardous Substances. No Owner, Occupant or Designee shall handle, store, deposit, use,
process, manufacture, dispose of or release or allow any of its Designees to handle, store, deposit, use,
process, manufacture, dispose of or release any Hazardous Substances from, on, in, under or in the air
above any part of the Property, including any surface waters or groundwater located on the Property or
8
into public sanitary or storm sewer systems serving the Property without complying with all applicable
Legal Requirements including performing pre-treatment, obtaining permits and giving notices as
required by Environmental Laws
(b) Costs and Expenses. Each Owner and its Designees shall be responsible for and shall pay all
costs and expenses related to disposal, release, cleanup and remediation of any Hazardous Substances it
causes, in, on, under or above the Properly and as required by any Govern mental Authority.
Section 3.7. Right of Board Regarding Rules and Regulations. In furtherance of the purposes of
this Declaration, the Board from time to time may adopt, amend or repeal the Rules and Regulations
concerning and governing the Property, Lots or any portion thereof including the establishment and
enforcement of penalties for any infraction of the Rules and Regulations.
Section 3.8. Construction Use. Declarant and its Designees and Builders authorized by Declarant
shall have the right to perform construction and such other reasonable activities in the Property, and to
maintain upon portions of the Property it owns such facilities as deemed reasonably necessary or
incidental to the construction and sale of Lots in the development of the Property, specifically including
the maintenance of temporary business or construction offices, material and equipment storage areas,
trash bins, construction yards and equipment, signs, models, temporary sales offices, parking areas and
lighting facilities.
SECTION 4
THE ASSOCIATION
Section 4.1. General Purposes and Powers of the Association. The Association has been
incorporated as a nonprofit corporation under the TNCL. In addition to the powers conferred on the
Association under the TNCL, the Association may take all actions authorized by the Governing
Documents. Any and all actions taken by the Association pursuant to the Governing Documents are
binding on all Owners. The Association shall be governed by the Act, TNCL and the Governing
Documents.
Section 4.2. Deemed Assent Ratification and Approval. All Owners and Occupants of the Property
shall be deemed to have assented to, ratified and approved the general purposes of this Declaration and
the other Governing Documents and the power, authority and management rights of the Association,
acting through the Board as permitted in and authorized by this Declaration and other Governing
Documents.
Section 4.3. Manager. The Association may enter into contracts with a Manager for the day-to-day
management and administration of either or both of the Property and the Association.
Section 4.4. Election of the Board of the Association. The Board shall be elected by the Owners
pursuant to the provisions of the Bylaws except as otherwise set forth in Section 4.5 of this Declaration.
Section 4.5. Declarant's Right to Appoint During Declarant Control Period. Notwithstanding anything
to the contrary in this Declaration or any of the other Governing Documents, and except as otherwise set
forth in Section 5.1(d)(i) hereof, Declarant, in its sole and absolute discretion, reserves the right, at any
time and from time to lime, to appoint or remove any officer, director or member of the Board during the
Declarant Control Period. Declarant may voluntarily surrender any or all of the foregoing rights to
appoint and remove officers, directors and members of the Board before termination of the Declarant
Control Period. If Declarant surrenders any or all of such rights, Declarant may require, for the duration
9
of the Declarant Control Period, that specified actions of the Board, as described in a recorded instrument
executed by Declarant, be approved by Declarant before they become effective.
Section 4.6. Duty to Accept Common Areas and Improvements Transferred by Declarant. The
Association shall accept any Common Areas, including any Improvements, equipment and personal
property thereon conveyed or transferred to the Association by Declarant, together with the responsibility
to maintain such property and perform any and all functions associated therewith, provided that such
property and functions are not inconsistent with the terms of this Declaration. Any portion of the
Common Areas transferred to the Association by Declarant shall, except to the extent otherwise
specifically approved by resolution of the Board, be transferred to the Association free and clear of all
liens (other than the lien of property taxes), but shall be subject to the terms of the Governing Documents
applicable thereto. The Improvements located on the Common Areas may be changed or altered from
time to time as determined by the Board.
Section 4.7 Rights of the Board. The Association acts solely through the Board or through the
Architectural Control Committee as provided in the Governing Documents. Notwithstanding anything to
the contrary in the Certificate of Formation or the Bylaws,whenever in the Governing Documents there is
a reference to action by the Association, such reference means the Association acting through and based
on decisions and direction by the Board.
SECTION 5
MEMBERSHIP,VOTING AND ASSESSMENT ALLOCATIONS
Section 5.1. Allocation of Votes in the Association.
(a) Membership. Each Owner shall automatically be a Member of the Association and must remain a
Member for as long as that Person is an Owner. Membership is appurtenant to, and cannot be separated
from,ownership of a Lot. Any transfer of title to a Lot shall operate automatically to transfer Membership
appurtenant to such Lot to the new Owner. All Owners shall notify the Association in writing of any
transfer of ownership of such Owner's Lot including the name of the new Owner.
(b) Voting During the Declarant Control Period. Until such time as the Declarant Control Period has
expired or terminated, there shall be two classes of voting Members in the Association. The Class B
Member shall be entitled to exercise ten votes for every one vote entitled to be cast by the Class A
Members with respect to any matter on which Members shall be entitled to vote in accordance with the
Governing Documents. THE CLASS A MEMBERS ACKNOWLEDGE AND AGREE, BY THEIR
ACCEPTANCE OF THE DEED TO THEIR LOTS, THAT UNTIL THE TERMINATION OF THE
DECLARANT CONTROL PERIOD, THE CLASS B MEMBER POSSESSES THE MAJORITY OF
THE VOTING INTERESTS IN THE ASSOCIATION AND SHALL BE ABLE TO CONTROL,
THROUGH THE VOTING PROCESS, ANY MATTERS COMING BEFORE THE ASSOCIATION
FOR A VOTE, SUBJECT TO THE REQUIREMENTS OF THE GOVERNING DOCUMENTS.
(c) Class Membership. Upon the expiration or termination of the Declarant Control Period, there
shall be no more classes of Members and the rights of all Members shall be identical, including the
election of the Board, and the procedures for the election of the members of the Board shall be in
accordance with the Act and as set forth in the Bylaws. Unless a different allocation of votes is required
by any Legal Requirement or in this Declaration, all Members shall, at that time, be entitled to exercise
one vote per Lot with respect to any matter of the Association on which Members shall be entitled to vote.
(d) Transition of the Board during Declarant Control Period. Notwithstanding the provisions
of Section 5.1(b) above:
10
(i) Not later than 120 days after the loth anniversary of the date on which this Declaration is
recorded in the Real Property Records, an election of members of the Board shall be held at which one
third of the members of the Board shall be elected by Class A Members without the Class B Member
voting for such members of the Board.
(ii) On a date as determined by Declarant in its absolute and sole discretion, which date shall not be
less than 60 days prior to the termination of the Declarant Control Period, the Association shall elect all
directors from the Class A Members to serve as the Board of Directors whose terms will commence as of
the date on which the Declarant Control Period terminates.
Section 5.2. Proxies Of Owners. Votes allocated to a Lot may be cast pursuant to a proxy duly
executed by an Owner in the form required by the Association. If a Lot is owned by more than one
Person, any one co-Owner of the Lot may cast the vote of that Lot or register a protest to the casting of
the vote of that Lot by the other co-Owners of the Lot through a duly executed proxy. An Owner may not
revoke a proxy given pursuant to this Section 5.2 except by written notice of revocation to the
individual presiding over a meeting of the Association.
Section 5.3 Advisory Committee. Declarant may determine in its absolute and sole discretion at any
time prior to the transition of the Board set forth in Section 5. 1 (d) and expiration or termination of the
Declarant Control Period, to appoint, but has no obligation to appoint, any number of Owners, for any
length of time, to an advisory committee, each of whom is chosen by Declarant in its absolute and sole
discretion ("Declarant Advisory Committee"). The Declarant Advisory Committee shall not be entitled to
vote on any matter before the Board.
SECTION 6
ASSESSMENTS
Section 6. 1. Regular and Special Assessments. The Board shall possess the right, power, authority and
obligation to establish a Regular Assessment for the payment of Common Expenses and such Special
Assessments and Individual Assessments as provided for in this Declaration, including those set forth in
this Section 6.
(a) Initiation Assessment. Declarant herein establishes an Initiation Assessment in the amount of
$400.00 (the "Initiation Assessment") payable to the Association upon an Owner's acquisition of a Lot.
Each Owner, excluding Declarant and any Builder, shall, at the time such Owner acquires a Lot, pay the
Initiation Assessment to the Association. Notwithstanding anything to the contrary herein, either the
Declarant or the Board shall have the right to increase, reduce or terminate the Initiation Assessment at
any time and for any reason as to all Owners, including (without limitation) a determination by the
Declarant or the Board (in their respective sole and absolute discretion) that the Initiation Assessment is
interfering with Owners' ability to obtain financing. The Initiation Assessment shall be allocated 50% to
capital reserves and 50% to pay for operational expenses and working capital. The Initial Assessment
shall not be considered an advance payment of any Assessments set forth herein and is not refundable.
(b) Regular Assessments. The Board shall establish the amount sufficient, in the judgment of the Board,
to pay all Common Expenses. The amount established to pay Common Expenses shall be assessed to
Owners and against each Owner's Lot (the "Regular Assessments"), shall be allocated and assessed
equally among the total number of Lots, except as otherwise set forth in this Section 6.1(b), shall be due
and payable semi-annually, or on such dates as otherwise determined by Declarant or established by the
Board, and shall be applied to the payment of Common Expenses.
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(c) Budget for Common Expenses. Prior to the commencement of each fiscal year of the
Association, the Board shall establish and adopt a Budget for the next following fiscal year, notify
Owners of such Budget and make the Budget available for review by all Owners. No further
communication shall be necessary to establish the amount of each Owner's obligation regarding the
Regular Assessments payable pursuant to this Declaration, and the failure of the Board to timely notify
and make available for review by Owners any Budget shall not excuse or relieve an Owner from the
payment of the Regular Assessments contemplated thereby. The Board shall have the right to amend any
Budget at any time in which event the portion of the Regular Assessments assessed against each Lot and
the corresponding payment obligation of each Owner shall be adjusted accordingly, if applicable.
Notwithstanding the foregoing, if any Budget for a fiscal year, or amendment thereof, may increase
Regular Assessments allocated to a Lot and payable by an Owner by more than 15% from the
immediately preceding fiscal year, such Budget must be approved by the affirmative vote of at least 51%
of the Members entitled vote at such time.
(d) Special Assessments by Association. In addition to the Regular Assessments contemplated by
Subsections 6.1(b) and(c) of this Declaration, the Board shall establish Special Assessments from time to
time as may be necessary or appropriate in the judgment of the Board to pay (i) non-recurring Common
Expenses relating to the maintenance, care, alteration, improvement, replacement, operation and
management of the Property and the administration of the Association; (ii) capital expenditures necessary
to replace Improvements on or within the Common Areas; (iii) additional Common Expenses if the
Regular Assessments are not sufficient to cover all of the Common Expenses ; and (iv) contractual and
other liabilities of the Association that have been included in the Budget. Special Assessments so
established shall be payable by and allocated among the total n umber of Lots and allocated to each
Owner based upon the number of Lots such Owner owns within 30 days of receipt of notice of such
Special Assessment, or as otherwise specified in such notice.
Section 6.2. Individual Assessments. In addition to the Regular Assessments and the Special
Assessments contemplated in this Section 6, the Board shall possess the right, power and authority to
establish or levy the Individual Assessments in accordance with the provisions of this Declaration against
an individual Owner and its Lot for Charges properly borne solely by one or more but less than all
Owners, such as (without limitation) charges for additional services, damages, fines or fees, interest,
collection costs, attorneys' fees, insurance deductible payments, or any other amount owed to the
Association by an Owner. The Individual Assessments shall be the personal obligation of the Owner
against whom the Individual Assessment is assessed, and shall constitute a lien against the Lot in the
same manner and with the same consequences as the Regular Assessment and any duly authorized
Special Assessment.
Section 6.3. Lien and Personal Obligation to Pay Assessments. Declarant, for each Lot owned by
it in on the Property, hereby covenants, and each Owner of a Lot on the Property is hereby deemed to
covenant by acceptance of a deed to such Lot (whether or not it shall be so expressed in such deed), to
pay to the Association the Assessments. Such Assessments shall be established and collected in the
manner provided by this Declaration. The Assessments shall be a charge upon the land and a continuing
lien on each Lot against which an Assessment is made. Each such Assessment, together with interest,
costs and reasonable attorney's fees thereon, shall also be the personal obligation of the person or persons
who owned the Lot at the time the Assessment fell due, but such personal obligation shall not pass to the
successors in title unless expressly assumed by them. Declarant hereby reserves and assigns to the
Association, without recourse, a vendor's lien on each Lot (including all improvements now or hereafter
constructed. erected or developed thereon)to secure the payment of all Assessments levied on such Lot,
together with interest, costs and reasonable attorney's fees thereon. Each Owner, by acceptance of a deed
to a Lot, (a) accepts such Lot subject to and encumbered with the Assessment lien (with power-of sale)
set forth in this Section 6, (b) grants and confirms to the Association a contractual lien upon his Lot
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(together with all Improvements thereon )to secure all Assessments then or thereafter made against such
Lot, and (c)expressly vests in the Association or its agents the right and power to bring all actions against
such defaulting Owner personally for the collection of such charges as a debt and to enforce the aforesaid
lien by all methods available for foreclosure and enforcement of such lien, including, without limitation,
nonjudicial foreclosure. No Owner, other than Declarant as set forth in Section 6.5, shall be entitled to
exemption from liability for the Owner's obligation to pay Assessments for any reason, including
claims of(a) waiver of the use and enjoyment of the Common Areas or the recreational facilities as to
which any Assessments relate; (b) an abandonment of the Lot or Improvements thereon; (c) offsets or
reductions; and (d) the Association, or the Board or any other entity is not properly exercising its duties
and powers under the Governing Documents. The Board may adopt and record in the Real Property
Records an Assessments Policy setting forth guidelines and establishing an alternative payment schedule
by which an Owner may make partial payments to the Association for delinquent Assessments pursuant
to such guidelines (the "Past Due Payment Plan"). Any Assessment not paid on the date which such
Assessment is due shall bear interest at the Past Due Rate as set forth in the Assessments Policy and shall
be recoverable by the Association, together with interest as aforesaid and all costs and expenses of
administering a Past Due Payment Plan, and other collection methods, including reasonable attorneys'
fees, by suit in a court of competent jurisdiction or in a mediation or arbitration in the County pursuant to
the provisions of Section 14 of this Declaration. It shall be the responsibility of the Association to collect
any such delinquent Assessments, the existence of which shall be made known by written notice
delivered to the defaulting Owner and, if requested,the Owner's Mortgagee pursuant to and in accordance
with the Assessments Policy and the Act; provided, however, if the Association is not taking the action
permitted in this Section 6.3 the Declarant may exercise such rights for its own benefit and the benefit of
the Association.
Section 6.4. Lien to Secure Payment of Assessments. Subject to Section 6.9 of this Declaration,the liens
established in this Declaration shall be prior and superior to all other liens and encumbrances
subsequently created upon such Lot regardless of how created, evidenced or perfected, other than the
liens for Governmental Impositions. So long as the Association satisfies the requirements set forth in the
Act, and any other applicable Legal Requirement with regard to delinquent assessments and foreclosure
of assessment liens, assessment liens created in this Declaration may be foreclosed on or enforced by any
means available at law or in equity.
Section 6.5. Commencement of Obligation to Pay Regular Assessments. Regular Assessments
as to a Lot shall commence on the date that Declarant conveys such Lot to an Owner other than Declarant.
On the date of such conveyance, the new Owner of such Lot shall be obligated to pay to the Association
an initial Regular Assessment, which initial Regular Assessment shall be an amount equal to the then
current Regular Assessment prorated over the number of days remaining in such Regular
Assessment Period. During the Declarant Control Period, Declarant is exempt from the obligation to
pay Assessments on Lots or other portions of the Property it owns; however, Declarant may provide
funding for shortfalls between funds necessary to fully fund the Association's required payments pursuant
to the Budget and Assessments collected for a given year. Any such payments made by Declarant to the
Association contemplated herein may be treated as a contribution, subsidy or a loan by Declarant in its
absolute and sole discretion.
Notwithstanding the foregoing, the following Property subject to this Declaration shall be exempt from
Assessments until such time as Declarant or the Board determines otherwise:
(a) Property dedicated to a town, municipality, city or any other Governmental Authority;
(b) Lots or other portions of the Property owned by Declarant or other areas reserved by Declarant as
set forth on a Plat or other recorded instrument; and
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(c) All Common Areas and Lots or any parcel of Property owned by the Association.
Section 6.6. Notice of Default. If an Owner defaults in the Owner's monetary obligations to the
Association, the Association shall notify the Owner and other lien holders in accordance with the Act and
shall state the Association's intent to foreclose its lien.
Section 6.7. Alternative Actions. Nothing contained in this Declaration prohibits the Association
from taking a deed in lieu of foreclosure from an Owner or from filing suit to recover a money judgment
for sums that may be secured by the Association's lien.
Section 6.8. Statement of Expenses and Access to Records. Upon proper delivery of a written request
from an Owner to the Board or the Manager containing the requisite information as set forth in the Act,
the Association shall provide current copies of or make reasonably available for examination, the
requested books, records, financial statements and any other requested information maintained by the
Association in accordance with the Bylaws, any record retention policy adopted by the Board and filed of
record in the Real Property Records and the Act. The costs associated with compilation, production and
reproduction of information contemplated in this Section 6.8 shall be set forth in the records retention,
inspection, production,and copying policy adopted by the Board.
Section 6.9. Subordination of Lien for Assessments. The lien for the payment of Assessments shall
be subordinate to the lien of any valid mortgage or deed of trust that secures lien indebtedness from an
Owner for a Lot that was recorded prior to the date any such Assessment becomes delinquent under the
provisions of this Declaration. Each Mortgagee of a mortgage encumbering a Lot for which the liens of
this Declaration shall be subordinate and who obtains title to such Lot pursuant to the remedies provided
in the deed of trust or mortgage or by judicial foreclosure shall take title to the Lot free and clear of any
claims for unpaid Assessments or other charges subject to lien against such Lot to the extent accruing
prior to the time such holder acquired title to such Lot. No such sale or transfer shall relieve such holder
from liability for any Assessments or other charges thereafter becoming due or from the lien thereof. Any
other sale or transfer of a Lot shall not affect the
lien for Assessments or other charges.
SECTION 7
EASEMENTS
Section 7.1. Plat Easements, Dedications and Restrictions. All dedications, limitations. restrictions,
and reservations shown on any Plat and all grants and dedications of easements, rights-of-way,
restrictions, and related rights, made prior to the Property becoming subject to this Declaration are
incorporated herein by reference and made a part of this Declaration for all purposes as if fully set forth
herein and shall be construed as being adopted in each and every contract, deed, or conveyance executed
or to be executed by or on behalf of Declarant conveying any part of the Property. Declarant reserves the
right to make changes in and additions to the said easements and rights-of-way for the purpose of most
efficiently and economically developing the Property.
Section 7.2. Easements. Each Owner accepts a deed conveying title to a Lot, subject to the
Easements granted and reserved, as applicable, in this Section 7.2, which Easements (and all rights and
obligations related to such Easements arising on or after the date of any transfer) shall nm with the
Property,
(a) Access Easement. Declarant hereby reserves and grants to the Association, its members,
licensees, invitees, lessees, successors and assigns, a perpetual, assignable and non-exclusive access
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easement over, on and across the Property and each portion thereof to (i) exercise any right held by the
Association under this Declaration or any other Governing Document and (ii) perform any obligation
imposed upon the Association by this Declaration or any other Governing Document. Notwithstanding
the foregoing, no Person shall enter upon any Lot without reasonable prior written notice to the Owner of
the Lot, except in cases of emergency.
(b) Common Area Easement. Subject to the provisions of this Declaration and the power of the
Association to regulate the use of, and convey or encumber the Common Area as set forth i n the
Governing Documents, each Owner, and such Owner's Designees and Invitees shall have a nonexclusive
easement over, upon, across and with respect to any Common Area as appropriate and necessary (i) for
access, ingress and egress to the Lot of such Owner, Designee, or Invitee and (i) to use the Common
Area for such other purposes permitted under the Governing Documents.
(c) Drainage Easement. Each Owner covenants to provide easements for drainage and water flow, as
contours of land and the arrangement of Improvements approved by the Architectural Control Committee
thereon require. Each Owner further covenants not to disturb or displace any trees or other vegetation
within the drainage easements described in this Declaration or shown on a Plat. There 'shall be no
construction of Improvements, temporary or permanent, in any drainage easement, except as approved in
writing by the Architectural Control Committee. Declarant hereby reserves and grants a perpetual,
assignable and non-exclusive drainage easement over, on and across the Drainage Facilities for its own
benefit and for the benefit of each Lot (that is an intended beneficiary of such Drainage Facilities), the
Property, the Owners and the Association for: (i) the use of the Drainage Facilities, and the ingress and
egress to a Lot to access the Drainage Facilities, provided no other reasonable means of access exists; and
(ii) maintenance, repair, replacement of and removal of obstructions or other matter adversely affecting
the Drainage Facilities and drainage systems (including ingress and egress therefrom). Notwithstanding
the foregoing, no person shall enter upon any Lot without reasonable prior written notice to the Owner of
the Lot,except in cases of emergency.
(d) Systems and Services Easement. Declarant hereby reserves and grants a perpetual, assignable
and non-exclusive drainage easement upon, across, over, and under all of the Property for ingress and
egress in connection with installing, replacing, repairing, and maintaining all utilities, including but not
limited to, water, gas, telephone, and electric lines and appurtenances thereto. By virtue of this easement,
it shall be expressly permissible for the utility companies and other entities supplying service to install
and maintain pipes, wires, conduits, service lines, or other utility facilities or appurtenances thereto,
on, above, across and under the Property, within the public utility easements from time to time existing
and from service lines situated within such easements to the point of service on or in any Improvement.
Notwithstanding any provision contained in this Section, no electrical lines, water lines, or other utilities
or appurtenances thereto may be relocated on the Property until approved by Declarant or the
Architectural Control Committee. The utility companies furnishing service shall have the right to remove
all trees situated within the utility easements shown on a Plat, and to trim overhanging trees and shrubs
located on portions of the Property abutting such easements.
(e) Easements Strictly Limited. The Easements are for the benefit of Declarant, the Association, the
Architectural Control Committee, Owners and certain Designees only. THE EXERCISE OF ANY
EASEMENT RESERVED IN THIS SECTION 7.2 SHALL NOT EXTEND TO PERMITTING ENTRY
INTO ANY RESIDENCE CONSTRUCTED ON ANY LOT.
(f) Certain Exceptions. None of the Easements reserved or granted in this Section 7.2 shall be used in
a manner which materially adversely affects the structural integrity of any Improvements. Use and
availability of any facilities or areas covered by the Easements are subject to the Governing Documents.
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Section 7.3. Power to Grant Easements. Declarant, during the Declarant Control Period, and the
Association thereafter (to the extent permitted by the Act) shall have the power to grant access, utility,
drainage, water facility and any other easements in, on, over or under the Common Areas for any lawful
purpose, including without limitation, the provision of emergency services, utilities (including water,
sanitary sewer, storm sewer, gas, and other energy services), telephone, cable television, fiber optic, and
other telecommunication services, and other uses or services to one or more of the Owners. If an Owner
requires an easement across any portion of the Common Areas from the Association and has obtained
prior written approval from the Association for such easement, the requesting Owner shall be
responsible for all costs and expenses incurred by the Association regarding the creation of such
easement and shall promptly reimburse the Association such amounts.
Section 7.4. Mineral Interests. Some or all of the Property is subject to acquisition, reservation or
conveyance of oil, gas and mineral rights pursuant to certain deeds and leases (the "Mineral Interests")
recorded in the Real Property Records of the County prior to the date of this Declaration which include
rights to all oil, gas or minerals lying in, on or under the Property, easements related to exploration,
drilling, producing and transporting such oil, gas or minerals and certain surface rights of ingress and
egress. These Mineral Interests are superior rights in the Property and are not affected by any provision to
the contrary in this Declaration. Each Owner, by accepting title to or interest in a Lot, acknowledges the
existence of the Mineral Interests and the attendant rights in favor of the owner of such Mineral Interests.
SECTION 8
MAINTENANCE RESPONSIBILITIES
Section 8.1. Maintenance.
(a) Maintenance of Lots. All maintenance, repairs and replacements of, in or to any Lot or
Improvements thereon, ordinary or extraordinary, foreseen or unforeseen, shall be performed by the
Owner of such Lot or Improvements in accordance with the Maintenance Standard and Architectural
Guidelines.
(b) Maintenance of Common Areas. Except as otherwise provided in the Governing Documents or as
otherwise maintained by a district described herein, the Common Areas shall be maintained by the
Association,the cost and expense of which shall constitute a Common Expense and shall be payable as a
Common Expense, as set forth in !his Declaration. Nothing in this Declaration shall be deemed or
construed as relieving any Owner from liability or responsibility for damage to the Common Areas
caused by the negligence or misconduct of an Owner, Occupant or an Owner's Designees.
(c) Maintenance of Easements. Except as expressly provided in Section 7.2 of this Declaration, all
maintenance,repairs and replacements of, in or to any Easement Area, ordinary or extraordinary, foreseen
or unforeseen, shall be performed by the Owner of each Lot in which the Easement Area is located and in
accordance with the Maintenance Standard. If the Easement Area is located in a Common Area, then all
maintenance,repairs and replacements of, in or to any Easement Area, ordinary or extraordinary, foreseen
or unforeseen, shall be performed by the Association and shall be payable as a Common Expense, as set
forth in this Declaration.
Section 8.2. Owner Failure to Maintain. If any Owner fails or neglects to maintain, repair or clean
any portion of its Lot or certain Improvements thereon, as required to be maintained by such Owner
pursuant to the Governing Documents and by Section 8.1 of this Declaration, and such failure or neglect
continues for an unreasonable time period in light of the surrounding circumstances as may be
determined on a case by case basis by the Association, after Owner's receipt of written notice of such
16
neglect or failure from the Association, then the Association may,but shall not be obligated to, enter
the Lot, and take appropriate steps to perform, or cause to be performed, the maintenance obligations of
the Owner required by this Declaration. The defaulting Owner shall, upon demand, reimburse the
Association for performing such required maintenance and all costs and expenses incurred in the
exercise of its rights pursuant to this Section 8.2 or as otherwise set forth in this Declaration.
Section 8.3. Disputes. Any Dispute arising among any or all of the Owners or the Association as to the
proper Person to bear a maintenance cost or expense shall be resolved in accordance with the provisions
of Section 14 of this Declaration.
SECTION 9
INSURANCE
Section 9. 1. Requirements. Unless otherwise determined by Declarant or the Board, all insurance
coverage required of the Association pursuant to this Section 9 or purchased at the election of the
Association shall:
(a) be in such form and issued by responsible insurance companies licensed to do business in the
State and shall be rated by Best's Insurance Guide (or any successor publication of comparable standing)
as "A-,Vl" or better;
(b) be carried in a blanket form naming Declarant, the Association, the Board, and its respective
officers and directors and employees of the Association as insureds;
(c) provide that insurance trust agreements shall be recognized.
Section 9.2. Insurance by the Association. The Association shall maintain in force and pay
the premium for a policy providing comprehensive public liability insurance for the benefit of the
Association and its Members. The coverage limits under such policy shall be in amounts reasonably
determined by the Board in accordance with the Governing Documents. Coverage under such policy shall
include, without limitation, legal liability of the insured for property damage, bodily injuries and deaths of
persons in connection with the operation, maintenance, or use of the Common Areas, and legal liability
arising out of lawsuits related to operation of the Association. Additional coverages under such pol icy
shall include protection against such other risks as are customarily covered with respect to homeowners
associations of communities similar to the Association's community. Such policy shall, by its terms,
provide for "severability of interest" or shall contain a specific endorsement to preclude the insurer's
denial of an Owner's claim because of the negligent acts of the management company, Association or any
Member thereof. Unless indicated otherwise,the premiums for all insurance coverages maintained by the
Association pursuant to this Section 9.2 shall constitute a Common Expense, and shall be payable by the
Association.
Section 9.3. Insurance by Residence Owners. An Owner shall be responsible for obtaining and
maintaining at such Owner's sole cost and expense insurance policies covering: (a) 100% of replacement
cost of all improvements, additions and betterments made upon such Owner's Lot or in such other
amounts established by the Board in accordance with the Governing Documents and {b)any other
insurance required by any Mortgagee or other lender in relation to such Owner's Lot. Nothing in this
Declaration shall be deemed or construed as prohibiting an Owner, at its sole cost and expense, from
obtaining and maintaining such further and supplementary insurance coverages as such Owner may deem
necessary or appropriate. Nothing in this Section 9.3 shall be construed to require the Association to
monitor the existence or adequacy of insurance coverages on any Lots. The Association will not be
required to maintain insurance on the Improvements constructed upon any Lot.
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Section 9.4. Association as Insurance Trustee for the Owners. By acceptance of a deed to a Lot, each
Owner shall be deemed to have irrevocably appointed the Association as the Insurance Trustee on
insurance policies obtained by the Association (whether the Association is identified as such in a policy).
All property insurance policies required to be obtained by the Association as described in Section 9.2 of
this Declaration may be issued in the name of the Association as Insurance Trustee for the property
covered under such policies. Loss payable provisions shall be in favor of the Insurance Trustee as a
trustee for the Association. The Insurance Trustee shall not be liable for the payment of premiums, nor the
renewal or sufficiency of policies, except those policies required to be purchased and maintained by the
Association pursuant to Section 9.2 of this Declaration and the Bylaws. The duty of the Insurance
Trustee shall be to receive such proceeds as are paid and to hold or properly dispose of the same in trust
for the benefit of the Owners and Declarant in accordance with the terms of the Governing Documents.
Section 9.5. Other. Neither the Association, Board, Declarant, any Owner nor each of their
respective Affiliates shall be liable for failure to obtain any insurance coverage required by the Governing
Documents or for any loss or damage resulting from such failure, if such failure is a result of such
insurance coverage not being reasonably available.
SECTION 10
CASUALTY AND CONDEMNATION
Section 10.1. Casualty. if any Improvements located on any Lot are damaged or destroyed by fire or
other casualty, the Owner of such Lot must, within a reasonable period of time, either (a) repair, restore
and rebuild such Improvements (and any damage to Improvements not on the Lot caused by such fire or
other casualty) in accordance with Plans approved by the Architectural Control Committee as provided in
the Governing Documents; or (b) raze all of the damaged Improvements on the Lot, clear the Lot of all
debris resulting from such razing, and seed or sod the Lot with grass.
Section 10.2. General Condemnation Provisions. If all or any part of the Common Area is subject to a
Taking, the Association will be the exclusive representative of the Owners. The expense of participation
in such proceedings by the Association shall be a Common Expense. The Association is specifically
authorized to obtain and pay for assistance from attorneys, appraisers, architects, engineers, expert
witnesses and other Persons as the Association in its discretion deems necessary or advisable to aid or
advise it in matters relating to condemnation proceedings. The cost of any restoration or repair of the
Common Area following a partial Taking shall be Common Expense.
SECTION 11
DEVELOPMENT RIGHTS
Section 11.1. Development Rights. In accordance with and only if permitted by the Act, Declarant
reserves for itself during the Declarant Control Period in accordance with the Governing Documents, the
following Development Rights to: (a) add real property to the Property as Annexed Property and
designate or restrict uses on any portion thereof, (b) designate or create additional Lots and Common
Areas, and to convert Lots owned by Declarant into Common Areas; (c) subject portions of the Property
owned by Declarant to Supplemental Declarations, as Declarant may determine; (d) whether by Plat or
otherwise, relocate boundaries between adjoining Lots owned by Declarant, enlarge or reduce Lots owned
by Declarant, enlarge or reduce the Common Areas, reduce or diminish the size of portions of the
Common Areas, split, combine, di vide or subdivide Lots owned by Declarant and change set back
requirements; (e)establish specifications for construction of all Improvements, amend such specifications
and complete or make Improvements on Lots owned by Declarant or construct Improvements on
Common Areas; (f) create and use and permit others to use the Easements or any other easements
18
pursuant to the Governing Documents; (g) merge or consolidate the Association with any other owner
association within the Property; (h)amend this Declaration, maps or Plats in connection with the exercise
of any Development Right; (i) change the permitted use of any portion of the Property that is owned by
Declarant; 0) make amendments to the Governing Documents; (k) market, promote, sponsor marketing
events, erect and maintain signs and advertising in the Common Areas and other portions of the Property
owned by Declarant or on Lots owned by Declarant or Builders; (1) maintain construction, sales, and
management offices, signs advertising the Property, Lots and models, and to conduct general sales from
such offices; (m) establish in the Common Areas, from time to time, by dedication or otherwise, public
and private streets and utilities and other easements for purposes including public access, private access,
paths, walkways, drainage, recreation areas, parking areas, and to create other reservations, exceptions
and exclusions; (n) construct, in a way that does not materially adversely affect the development plans of
any Owner, underground utility lines, pipes, wires, ducts and conduits, storm drains, detention ponds,
and other facilities for the purpose of furnishing services to the Property; (o) approve or
disapprove, during the Declarant Control Period,the recordation of any declaration; (p) appoint or remove
any Architectural Control Committee member during the Declarant Control Period in accordance with
Section 12.3 of this Declaration and create subcommittees and appoint members to such subcommittees
of the Architectural Control Committee; (q) record an instrument surrendering a Development Right, or
withdraw or de- annex a portion of the Property in accordance with this Declaration from the Property by
recording in the Real Property Records a document evidencing such surrender, withdrawal or de-
annexation of any portion of the Property; and (r) exercise any additional reserved right created by any
other provision of the Governing Documents and any other right granted to Declarant by the Governing
Documents.
Section 11.2. Annexation of Additional Property.
(a) Manner of Annexation. At any time after the date this Declaration is recorded in the Real
Property Records, until the expiration of the Declarant Control Period, Declarant may with the consent of
the owner of the portion of the Annexed Property to be annexed, if applicable, add Annexed Property to
the Property by way of a Supplemental Declaration and make such Annexed Property subject to the
Governing Documents. Declarant may subject any Annexed Property to all or any portion of this
Declaration, to re-plat the Property and such Annexed Property as Declarant desires, and to create
additional Lots and Common Areas from or out of such Annexed Property.
(b) Effectiveness and Applicability of Provisions of Supplemental Declaration. Effective upon
the recording of a Supplemental Declaration in the Real Property Records, or as otherwise stated
in such Supplemental Declaration: (i)the covenants and restrictions contained in this Declaration and the
Governing Documents shall automatically, and without further action by any Person, apply to Annexed
Property in the same manner that such covenants and restrictions apply to all other portions of the
Property; and (ii) any lien arising from ownership or construction upon Annexed Property shall affect
only such Annexed Property and Improvements located thereon.
Section 11.3. Withdrawal of Real Property. Declarant may, at any time and from time to
time, withdraw any portion of Property from the burden of this Declaration and the jurisdiction of the
Association for any reason. Such withdrawal shall be accomplished by the execution, acknowledgment
and recordation of a written notice of withdrawal(the "Withdrawal Notice") in the Real Property Records.
The Withdrawal Notice shall: (a) be executed and acknowledged by Declarant and the Owner of the
portion of the Properly to be withdrawn without the necessity of the joinder or consent of any other
Person; (b) contain an adequate legal description of the portion of the Property to be withdrawn; and (c)
contain a statement and declaration that the portion of the Property withdrawn shall no longer be
burdened by this this Declaration and shall no longer be subject to the jurisdiction of the Association. The
withdrawal shall be effective upon recordation of the Withdrawal Notice in the Real Property Records of
19
the County. Nothing in this Section 11.3 shall be interpreted to prohibit later annexation of any
withdrawn Property.
Section 11.4. No Approval Required for Exercise of Development Rights. No approval of any
Owner or its Mortgagee shall be required for the exercise of any Development Right. Declarant may
exercise any Development Right on all or any portion of the Property and in whatever order determined
by Declarant. Declarant shall not be obligated to exercise any Development Right or to expand the
Property beyond the number of Lots initially submitted. The exercise of any Development Right as to
some portion of the Property shall not obligate the Declarant to exercise any Development Right as to
other portions of the Property. No provision of this Declaration shall be construed to prevent or limit
Declarant's right, and Declarant expressly reserves the right, to complete the development of the Property
within the boundaries of the Property and to construct or alter Improvements on any Property owned by
Declarant within the Property.
Section 11.5. Zoning. No Owner other than Declarant may apply for any change in the zoning of any
portion of the Property without Declarant's prior written approval. Each Owner shall fully cooperate with
Declarant in executing all documents, providing all information, and taking or refraining from taking any
action as may be necessary or appropriate to effectuate any zoning change requested by Declarant. Any
costs and expenses incurred by Declarant or the Architectural Control Committee relating to the
obtainment of a zoning change on behalf of an Owner shall be reimbursed by such Owner.
Section 11.6. Rights Transferable. Rights created or reserved under Section 11 of this Declaration for
the benefit of Declarant may be transferred to any Person by an instrument executed by Declarant and the
transferee describing the rights transferred and recorded in the Real Property Records.
SECTION 12
DEVELOPMENT CONTROL
Section 12.1. Required Approval. The Plans for initial construction of any Improvements on a Lot must
first be submitted to and approved in writing by the Architectural Control Committee prior to the
commencement of any work on such Improvements. Changes to the exterior of any building (after initial
installation or construction) on a Lot that meet the following criteria must first be submitted in writing to
and approved in writing by the Architectural Control Committee: (a) any addition to the exterior of an
Improvement; (b) a change or alteration to the architectural style and character of an Improvement
including the exterior appearance, finish material, color or texture; (c) any addition of an accessory or
additional structure on a Lot; (d) any change that results in a substantial change to the roof plane or lines
of an Improvement; (e)demolition or destruction by voluntary action of any Improvement; (f) installation
or modification of any landscaping or fencing; or (g) any grading, excavation, filling or similar
disturbance to the surface of any portion of a Lot including change of grade, change of ground level, or
change of drainage pattern. The Architectural Control Committee may require other information be
submitted with applications as further described in the Architectural Guidelines. Any Owner of a Lot,
excluding Declarant, shall not be permitted to divide or sub-divide such Owner's Lot, nor convey any
easements or other interests in the Lot less than in their entirety without the prior written approval of the
Architectural Control Committee.
Section 12.2. Establishment of the Architectural Control Committee. The Architectural Control
Committee shall be established by Declarant, and may initially consist of up to five members appointed
by Declarant. Declarant shall have the continuing right to appoint and remove all members of the
Architectural Control Committee during the Declarant Control Period. The Board shall have the right to
appoint and remove members of the Architectural Control Committee upon the expiration or termination
of the Declarant Control Period. Members of Architectural Control Committee after the expiration or
20
termination of the Declarant Control Period shall serve for a term as may be designated by the Board or
until resignation or removal by the Board. After the Declarant Control Period, the Board may, at any time
and from time to time change the authorized number of members of the Architectural Control Committee,
but at no time shall the number of members of the Architectural Control Committee be less than three. A
majority of the Architectural Control Committee shall constitute a quorum of the Architectural Control
Committee, and a vote of the majority of the Architectural Control Committee members present at
any meeting where a quorum is present shall be required for the Architectural Control Committee
action. Declarant may, from time to time, during the Declarant Control Period, adopt, promulgate, amend
or otherwise revise the Architectural Guidelines, or any other standards, rules, regulations and
procedures governing development control of the Property for the purposes of (a)further enhancing,
defining, or interpreting which items or Improvements are covered by Section 12 of this Declaration;
and (b) providing for changes in technology, industry standards, style, materials, safety issues,
consistency with updated building codes or Legal Requirements, or for any other reason that Declarant
deems to be proper, necessary or in the best interests of the Property; provided that neither Declarant nor
the Architectural Control Committee in its review or approval of any matter, shall be deemed to be giving
any opinion, warranty or representation as to compliance with any of the matters set forth in this
Subsection 12.2, the Declaration or any other Governing Document.
Section 12.3. Delegation of Control. The Architectural Control Committee shall have the right,
subject to the prior written approval by Declarant during the Declarant Control Period, to delegate its
rights and obligations under Section 12 of this Declaration to any subcommittee of the Architectural
Control Committee. Any such delegation may be revoked by the Architectural Control Committee, at any
time.
Section 12.4. Architectural Guidelines. The Board may adopt Architectural Guidelines from time to
time. The Architectural Guidelines shall not be inconsistent with the provisions of the Governing
Documents, as both may be amended and if there are any inconsistencies,the provisions of the documents
shall control in the order that is set forth for the Governing Documents in Section 2.4 of this Declaration.
Section 12.5. Reply and Communication. The Architectural Control Committee shall respond to
applications made in accordance with this Section 12 within the time periods and in the manner as set
forth in the Architectural Guidelines. All communications and submittals shall be addressed to the
Architectural Control Committee in writing at such address as the Architectural Control Committee may
designate in the Architectural Guidelines. Any approvals granted by the Architectural Control Committee,
or its designees, shall be granted solely for the benefit of the applicant only with respect to its application
and shall not be construed as an approval for any other Person, Owner or Occupant planning to perform
the same or similar type construction, architectural change or other improvement for which an application
would be necessary pursuant to this Declaration and the Architectural Guidelines.
Section 12.6. Variances. The Architectural Control Committee may grant variances or adjustments
from the Architectural Guidelines or from any conditions and restrictions imposed by this Section 12
pursuant to variance criteria established by the Architectural Control Committee and as may be set forth
in the Architectural Guidelines.
Section 12.7. Appeal Rights of Owners. If any request by an Owner under the provisions of this
Section 12 is disapproved by the Architectural Control Committee, then the applicant shall have the
right of appeal to the Board. In considering the appeal, the Board can overturn the Architectural Control
Committee's decision if the Board determines, in its sole discretion that the Architectural Control
Committee abused its discretion or acted in an arbitrary or capricious manner. Notwithstanding the
foregoing, and daring the Declarant Control Period, the Board, in its sole discretion, may overturn the
Architectural Control Committee's decision of disapproval for any reason whatsoever.
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Section 12.8. No Deemed Waivers. No action or failure to act by Declarant, the Architectural Control
Committee or by the Board shall constitute a waiver or estoppel with respect to any future action by the
Architectural Control Committee or the Board, with respect to any Improvement to a Lot. Specifically,
the approval by the Architectural Control Committee of any Improvement to a Lot shall not be deemed a
waiver of any right or an estoppel to withholding approval for any similar Improvement to another Lot or
any similar proposals, plans, specifications or other materials submitted with respect to any other
improvement to another Lot.
Section 12.9. Limitation on Liability. Declarant, the Architectural Control Committee and the members
thereof, as well as any designee of the Architectural Control Committee designated to act on its behalf,
shall not be liable in damages to any Owner or Person submitting requests for approval or to any
approval, or failure to approve or disapprove in regard to any matter within the jurisdiction of the
Architectural Control Committee under the Governing Documents. Declarant and the Architectural
Control Committee shall not be responsible for structural, engineering or any other defects resulting from
Plans approved or for violations of any building or zoning code or other land use regulations or Legal
Requirements, and any Claim against an Indemnified Party in connection therewith shall be subject to
indemnification under and pursuant to the provisions of Section 15.14 of this Declaration.
Section 12.10. Records. The Architectural Control Committee shall or shall cause the Manager to
maintain records, electronic or written, of all applications submitted to it and of all actions taken by it
with respect thereto in accordance with the record retention, inspection, production and copying policy
adopted by the Board. Such records shall be open and available for inspection by any Owner pursuant to
such policy and in accordance with the Act.
Section 12.11. Enforcement of Section 12 of this Declaration.
(a) Nonconforming Improvements. Any Improvement to a Lot made in violation of Section 12 of
this Declaration or of the Architectural Guidelines shall be deemed to be nonconforming. Should the
Architectural Control Committee determine that any Improvement has been made without approval or
was not made in substantial compliance with the description and materials furnished, and any conditions
imposed, or was not completed with due diligence, the Architectural Control Committee, acting on behalf
of the Association, shall notify the Owner in writing of the noncompliance. The notice shall specify the
particulars of the noncompliance and shall require the Owner to take such action as may be necessary in a
specific time period to remedy the noncompliance. Upon receipt of any such notice, the Owner of the Lot
upon which such Improvement has been made shall, at such Owner's own cost and expense, remove such
structure or Improvement and restore the Lot to substantially the same condition as existed prior to the
nonconforming Improvement. Should the Owner fail to take such action within the time specified in the
notice of noncompliance, the Association shall have the right to record a copy of such notice of
noncompliance in the Real Property Records. Further, the Association shall have the right, but not the
obligation, to enter the Lot, correct or remove the Improvement that constitutes the violation, and restore
the Lot to substantially the same condition as the Lot previously existed. All costs, together with interest
at the Past Due Rate, may be assessed against the benefited Lot and collected as an Assessment. The
provisions of this Section 12.11 are in addition to all other legal and equitable remedies available to the
Association.
(b) Additional Remedies. In addition to the enforcement rights of the Association otherwise set forth
in of this Declaration and Subsection 12.11 (a), the Association shall have the right, but not the
obligation, to institute, maintain and prosecute proceedings at law or in equity against any Person
violating or attempting to violate any of the terms and provisions of Section 12 of this Declaration. In any
action instituted or maintained under Section 12 of this Declaration, the Association, shall be entitled to
22
recover its costs and reasonable attorneys' fees incurred pursuant thereto, as well as any and all other
sums awarded by a court. Failure of the Association or the Architectural Control Committee to enforce
any covenant, condition or restriction contained in the Governing Documents shall not be deemed a
waiver of the Association or the Architectural Control Committee's right to do so thereafter.
Section 12.12. Obtaining Governmental Approvals. Prior to commencement of construction of any
Improvements, an Owner shall obtain all required Governmental Approvals in order for the Owner to
construct, operate and maintain the Improvements.
SECTION 13
PROPERTY ROADS
Intentionally deleted
SECTION 14
MATTERS FOR MEDIATION AND ARBITRATION
Section 14.1. Mediation. All Disputes, except those relating to equitable remedies, which are not
resolved within 15 days after same have arisen (unless such greater time is provided elsewhere in the
Governing Documents) shall be submitted for, or determined by, non-binding mediation as a condition
precedent to arbitration. Mediation of any Dispute shall be initiated by any Owner making a written
demand therefore to the other Owner or Owners involved in such Dispute and the Association. With
respect to such mediation, the parties shall, within ten days after delivery of such written notice to the
Association,agree upon a mediator who is: (a)a reputable Person actively engaged in the commercial real
estate industry for a continuous period of not less than ten years; and (b) is in no way affiliated, or has
had material business dealings with any Owner. If the parties are unable to agree upon a mediator, a
mediator having the qualifications set forth in this Section 14.1 shall be appointed by the American
Arbitration Association office in the County. Such mediation shall occur within 30 days after the mediator
has been agreed upon or appointed and shall occur at a mutually acceptable location in as determined by
the parties. The costs of such mediation services shall be shared equally(but each party shall bear the cost
of their own travel and attorneys' fees); provided, however,that if the Dispute is not resolved pursuant to
such mediation, the provisions of Section 14.2 of this Declaration shall govern the payment of attorneys'
fees and costs and expenses of mediation and arbitration.
Section 14.2. Final Offer Arbitration. If the parties reach an impasse at mediation, as determined by
the mediator in the mediator's sole and absolute discretion, and are unable to resolve any Dispute, any
party to the Dispute may initiate binding arbitration (as the exclusive remedy with respect to a Dispute
under this Declaration) by making a written demand therefor to the other parties involved in such Dispute
no later than 30 days after the mediator declares that the parties have reached an impasse at mediation.
The parties agree to select a single impartial arbitrator from a list taken from the American Arbitration
Association within 15 days of submitting the Dispute to arbitration, and if they cannot agree on an
arbitrator, each party shall select an individual and those two so selected shall then select the single
impartial arbitrator who shall thereafter serve as arbitrator with respect to the Dispute. The issues in
dispute shall be submitted as "baseball" or final-offer arbitration, whereby each party shall submit what it
deems to be its most reasonable position to the arbitrator and the arbitrator shall select one of those two
positions. The arbitrator shall have no discretion to select or award a position other than to select one of
those submitted by the parties. To the extent rules governing arbitration are deemed necessary by the
arbitrator(or by agreement of the parties), the current rules applicable to such arbitration promulgated by
the American Arbitration Association shall apply. The decision of the arbitrator shall be rendered no later
than ten days from the initiation of the arbitration procedure. The parties may resort to any court of
competent jurisdiction for enforcement of, or any other action relating to,the arbitrator's award. The party
23
or parties whose position is not selected or awarded shall be responsible for all attorneys' fees, costs and
expenses (incurred in connection with the mediation and arbitration of a Dispute under Section 14 of this
Declaration) of the party whose position is selected or awarded for the arbitration of the Dispute under
Section 14.
Section 14.3. General. With respect to any Dispute it is agreed that the dispute resolution provisions of
Section 14 of this Declaration shall be the sole remedy of the parties involved in such Dispute.
Notwithstanding any other provisions of this Declaration, the foregoing agreement to arbitrate and other
agreements to arbitrate with an additional Person duly consented to by the parties shall be specifically
enforceable under prevailing arbitration law in any court having jurisdiction thereof. The foregoing
agreement to arbitrate shall not constitute any agreement or consent to arbitration of any dispute, Claim,
controversy or matter that does not constitute a Dispute, as applicable. The foregoing agreement to
arbitrate any Dispute shall not constitute any agreement or consent to arbitration with any Person not
named or described in this Declaration; provided that any arbitration proceeding initiated under the terms
of Section 14.2 of this Declaration may, at the request of any party, be joined or consolidated with other
arbitration proceedings involving additional parties if the Dispute and the subject of such other
proceedings arise out of common or interrelated factual occurrences. Any award of the arbitrator shall be
final and binding upon the parties involved in the Dispute and such Mortgagees and non-appealable
judgment thereon may be entered by any court having jurisdiction.
SECTION 15
GENERAL PROVISIONS
Section 15.1. Remedies Cumulative. Each remedy provided under the Governing Documents is
cumulative and nonexclusive.
Section 15.2. Severability. Each of the provisions of this Declaration shall be deemed independent and
severable. if any provision of this Declaration or any other provision in the Governing Documents or the
application thereof to any Person or circumstances is held invalid, unenforceable and not in compliance
with the Legal Requirements, such the invalidity, unenforceability or non-compliance shall not affect
other provisions in or applications of this Declaration and the Governing Documents.
Section 15.3. Term of Declaration. The covenants and restrictions of this Declaration shall run with
the land and bind the Property in perpetuity.
Section 15.4. Amendment of Declaration by Declarant. Pursuant to Declarant exercising any
Development Right or for any other reason whatsoever and until the termination or expiration of the
Declarant Control Period, any of the provisions, covenants, conditions, restrictions and equitable
servitudes contained in this Declaration or the other Governing Documents, may be amended by
Declarant(without the necessity of the joinder or consent of any other Person) in accordance with the Act
by the recordation in the Real Property Records of a written instrument executed by Declarant setting
forth such amendment. Each deed, security interest, other evidence of obligation or other instrument
affecting a Lot and the acceptance thereof shall be deemed to be a grant and acknowledgment of, and an
approval of the reservation of and the power of Declarant to make, execute and record an amendment
pursuant to Section 15.4. During the Declarant Control Period, Declarant, without a vote of the Owners
or approval by the Mortgagees or the Association, may amend the Governing Documents in any manner
necessary to meet the requirements of the Federal National Mortgage Association, the Federal National
Home Loan Mortgage Corporation, the Federal Housing Administration or the Veterans Administration
or the Act(as may be amended).
24
Section 15.5. Amendment of Declaration by Owners. After the Declarant Control Period has
terminated or expired, any provision, covenant, condition, restriction or equitable servitude contained in
this Declaration may be amended, repealed, added to, or changed from time to time by an amendment
upon the vote of 67% of the votes entitled to be cast al a duly called meeting of the Members at which a
quorum is present. Any such amendment shall be effective upon the recording thereof in the Real
Property Records, which shall contain a certification that the amendment has been approved as set forth in
this Section 15.5.
Section 15.6. Required Approval of Declarant to Amendment. Notwithstanding any other provision in
this Declaration to the contrary, any proposed amendment or repeal of any provision of this Declaration
reserving Development Rights or for the benefit of Declarant, or its assignees, shall not be effective
unless Declarant, and its assignees, if any, have given written approval to such amendment, which
approval may be evidenced by the execution by Declarant or its assignees of any certificate of
amendment. The foregoing requirement for approval of any amendment shall terminate upon the
termination or expiration of the Declarant Control Period.
Section 15.7. No Public Dedication. Nothing in this Declaration shall be deemed to be a gift or
dedication of any portion of the Property, or of any Lot to the general public or for any public use or
purpose whatsoever, it being the intent that this Declaration be strictly limited to and for the purposes
expressed in this Declaration for the development, maintenance and operation of a private real estate
development on private property solely for the benefit of the Owners, except that certain easements,
rights-of-way, streets, water facilities and similar utilities and improvements of the Property may be
dedicated by Plat or by separate documents.
Section 15.8. Notices. All notices or other communications required or permitted to be given pursuant
to this Declaration shall be in writing and shall be considered as properly given if: (a)mailed by first class
United States mail, postage prepaid, registered or certified with return receipt requested to the addressee,
(b) delivered in person by to the addressee, (c) delivered by an independent third party commercial
delivery service for same day or next day delivery which provides evidence of receipt of such delivery the
addressee or(d) by telefacsimile to the addressee. Notice mailed shall be effective upon its deposit with
the United States Postal Service; notice sent a commercial deli very service shall be effective upon
delivery to such commercial delivery service; notice given by personal deli very shall be effective only if
and when received by the addressee; and notice given by telefacsimile shall be effective upon receipt of
confirmation the telefacsimilie was successfully sent to the addressee. For purposes of notice, the
addresses of Declarant and the Association shall be as set forth below and the address of each Owner shall
be the address of the Lot unless an alternate address is provided by an Owner to the Association pursuant
to this Section 15.8. Any party shall have the right to change its address for notice hereunder to any other
location within the continental United States by the giving of 30 days written notice to the Association in
the manner set forth herein:
Declarant:
FG Aledo Development,LLC
3045 Lackland Rd.
Fort Worth,Texas 76116
and
FWFW Holdings, Inc.
3045 Lackland Rd.
Fort Worth,Texas 76116
25
Association:
3045 Lackland Rd.
Fort Worth,Texas 76116
Section 15.9. Interpretation. Declarant shall have the right, power and authority to determine all
questions arising under or in connection with the Governing Documents and to reasonably construe and
interpret its provisions in accordance with the laws of the State and the laws of the United States
applicable to transactions in the State. Any such determination, construction or interpretation made by
Declarant shall be binding on the Owners. In all cases, the provisions set forth or provided for in the
Governing Documents shall be construed together and given that interpretation or construction which, in
the reasonable opinion of Declarant, shall best effect its general plan of development as reflected herein in
accordance with the laws of the State and the laws of the United States applicable to Declarant. The
provisions of the Governing Documents shall be liberally interpreted and, if necessary, they shall be so
extended or enlarged by implication as to make them fully effective. Uses of the word "including" shall
be deemed to be followed by the words "without limitation."
Section 15.10. No Representations or Warranties.No representations or warranties of any kind, express
or implied, shall be deemed to have been given or made by Declarant or its Affiliates, in connection with
any portion of the Property, its physical condition, the Legal Requirements, fitness for intended use, or in
connection with the development, sale, operation, maintenance, cost of maintenance, taxes or regulation
thereof.
Section 15. 11 . Singular Includes the Plural. Unless the context otherwise requires, the singular shall
include the plural, and the plural shall include the singular, and each gender referral shall be deemed to
include the masculine, feminine and neuter.
Section 15.12. Captions. All captions and titles used in this Declaration are intended solely for
convenience of reference and shall not enlarge, limit or otherwise affect that which is set forth in any
paragraph, section or Section of this Declaration.
Section 15.13. Governing Law; Venue. This Declaration shall be construed and governed under the
laws of the State. Venue for any lawsuit arising out of the Governing Documents, whether directly or
indirectly, shall be in the County.
Section 15.14. INDEMNIFICATION.
(a) GENERAL. EACH OWNER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS
DECLARANT, THE ASSOCIATION, THE ARCHITECTURAL CONTROL COMMITTEE, THE
BOARD AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS (EACH AN "INDEMNIFIED PARTY"), FROM ANY AND ALL
CLAThl S OF ANY NATURE THAT ARISE AS THE RESULT OF OR ARE CAUSED BY (i) SUCH
OWNER'S (OR THE OCCUPANT OF SUCH OWNER'S LOT OR THE IMPROVEMENTS
THEREON) NON-COMPLIANCE WITH ANY OF THE PROVISIONS OF THE GOVERNING
DOCUMENTS, OR (ii) ANY ACT OR OMISSION OF SUCH OWNER (OR THE OCCUPANT OF
SUCH OWNER'S LOT OR IMPROVEMENTS THEREON).
(b) PLAN REVIEW. NO OWNER SUBMITTING PLANS TO AN INDEMNIFIED PARTY
PURSUANT TO THE GOVERNING DOCUMENTS, BY DISSEMINATION OF THE SAME, AND
NO OWNER, BY ACQUIRING TITLE TO A LOT, SHALL MAKE ANY CLAIMS AGAINST ANY
INDEMNIFIED PARTY RELATING TO OR ARISING OUT OF ANY INDEMNIFIED PARTY'S
REVIEW OF SUCH SUBMITTED PLANS. WITHOUT LIMITING THE GENERALITY OF THE
26
FOREGOING, NO INDEMNIFIED PARTY REVIEWING SUCH PLANS SHALL BE RESPONSIBLE
FOR OR SHALL HAVE OBLIGATIONS TO COMMENT ON OR ASSURE COMPLIANCE OF
SUCH PLANS FOR STRUCTURAL INTEGRITY AND SAFETY, SOUNDNESS, WORKMANSHIP,
MATERIALS, USEFULNESS, CONFORMITY WITH BUILDING OR OTHER CODE
REQUIREMENTS OR INDUSTRY STANDARDS OR COMPLIANCE WITH ANY LEGAL
REQUIREMENTS. FURTHER, EACH OWNER AGREES TO INDEMNIFY, DEFEND, AND HOLD
EACH INDEMNIFIED PARTY HARMLESS FROM ANY APPROVAL OF PLANS OF AN OWNER
SUBMITTED UNDER THE GOVERNING DOCUMENTS OR THE CONSTRUCTION OF
IMPROVEMENTS ON SUCH OWNER'S LOT.
Section 15.15. Limitation of Liability. Neither Declarant, the Association, the Architectural Control
Committee, the Board nor any of their respective officers, directors, employees or agents shall be,
individually or in combination, liable for Claims of: (a) any Owner or any other Person submitting Plans,
proposed uses or variance for approval,by reason of mistake in judgment,negligence, gross negligence or
nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or to
disapprove any Plans, proposed use or variance submitted for approval; (b) an Owner, in connection with
any design, engineering or construction defect associated with any Improvement or building constructed
on the Property; (c) an Owner, in connection with the breach or violation of any provision of the
Governing Documents by an Owner including the restrictive covenants in the Governing Documents
covering the use of such Owner's Lot; (d) an Owner, in connection with:(i) injury or damage to any
Person or property caused by the elements or by such Owner or any other Person, or resulting from any
utility, rain, snow or ice which may leak or flow from or over any portion of the Common Areas or from
any pipe, drain, conduit, appliance or equipment which the Association is responsible to maintain
hereunder; (ii) loss by damage,theft or otherwise of any property that may be stored in or upon any of the
Common Areas; or (iii) damage or injury caused in whole or in part by the failure of the Association or
any officer, director, employee or agent of the Association to discharge its or their responsibilities under
this Section 15.15 of this Declaration(collectively, "Common Area Damage"); or(e)any Claim for breach
of representation or warranty, express or implied, by an Owner or any other Person in connection with
any portion of the Property, its physical condition, the Legal Requirements, fitness for intended use, or in
connection with the development, sale, operation, maintenance, taxes or regulation thereof("Breach of
Representation or Warranty"), unless and except specifically set forth in writing and executed by the
Person against whom the Claim is asserted. No Designee of Declarant, the Association, the
Architectural Control Committee or the Board shall be liable to any Owner or any of its Designees, for
any Claims, except as otherwise expressly set forth i n the Governing Documents and such Designee
shall be indemnified in accordance with the provisions of the Governing Documents.
THE OWNERS, BY ACCEPTANCE OF A DEED TO THEIR RESPECTIVE LOTS, RELEASE AND
FOREVER DISCHARGE DECLARANT, THE ASSOCIATION, THE BOARD AND THE
ARCHITECTURAL CONTROL COMMITTEE, AND THEIR RESPECTIVE AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM ALL CLAIMS IN CONNECTION
WITH (A) ANY DESIGN, ENGINEERING OR CONSTRUCTION DEFECT ASSOCIATED WITH
ANY IMPROVEMENT CONSTRUCTED ON THE PROPERTY; (B) THE BREACH OF ANY
PROVISION OF THE GOVERNING DOCUMENTS BY AN OWNER, INCLUDING THE
RESTRICTIVE COVENANTS IN THIS DECLARATION COVERING THE USE OF SUCH
OWNER'S LOT; (C) ANY BREACH OF REPRESENTATION OR WARRANTY; OR (D) COMMON
AREA DAMAGE.
EACH OWNER BY ACCEPTANCE OF A DEED OR OTHER CONVEYANCE OF A LOT HEREBY
ACKNOWLEDGES THE PROPERTY IS IN THE VICINITY OF EXPLORING FOR, DRILLING,
PRODUCING AND TRANSPORTING (THE "DRILLING ACTIVITIES")OIL, GAS AND OTHER
MINERALS (THE "MINERALS"). BY ACCEPTANCE OF A DEED TO A LOT, EACH OWNER
27
HEREBY ACKNOWLEDGES AND ACCEPTS THE CONSEQUENCES OF THAT PROXIMITY,
INCLUDING THE ANNOYANCES RESULTING FROM THE NOISE, VIBRATION, FUMES, DUST,
LUBRICANTS, OTHER PARTICULATE MATTER, LIGHT AND INTERFERENCE WITH SLEEP
AND LIVING ASSOCIATED WITH THE DRILLING ACTIVITIES. EACH OWNER HEREBY
RELEASES AND WAIVES ANY AND ALL CLAIMS THAT SUCH OWNER MAY HAVE
RELATING TO THE DRILLING ACTIVITIES AGAINST DECLARANT, THE ASSOCIATION, THE
BOARD AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS AND ANY AND ALL PERSONS AND ENTITIES (I) OWNING,
LEASING, EXPLORING FOR, DEVELOPING, PRODUCING, OR TRANSPORTING THE
MINERALS OR (II) OWNING, LEASING OR OPERATING PIPELINES, DRILLING FACILITIES,
OR ANCILLARY OPERATIONS ON, UNDER OR IN THE VICINITY OF THE PROPERTY
OWNERS DO NOT OWN THE MINERALS ON, IN OR UNDER THE PROPERTY. THE MINERAL
OWNER MAY LEASE, SELL, EXTRACT OR USE THE MINERALS IN, ON OR UNDER THE
PROPERTY WITHOUT THE CONSENT OF ANY OWNER OTHER THAN DECLARANT, AS MAY
BE APPLICABLE. DRILLING ACTIVITIES WILL NOT OCCUR ON ANY LOT OWNED BY AN
OWNER OTHER THAN DECLARANT BUT MINERALS LOCATED UNDER LOTS OWNED BY
OWNERS MAY BE EXTRACTED THROUGH DIRECTIONAL DRILLING AND SIMILAR
TECHNIQUES.
Section 15.16. Liability of Owners for Damage. Each Owner shall be liable to the Association, for any
damage to the Common Areas or for any expense or liability incurred by the Association that may be
sustained by reason of any act or omission of such Owner or its Occupants or its Designees, and for any
violation by such Owner or its Occupants or its Designees, of the Governing Documents. The Association
shall have the power to levy and collect an Individual Assessment against an Owner to cover the costs and
expenses incurred by the Association on account of any such damage or any such violation of the
Governing Documents, including interest and reasonable attorneys' fees, or for any increase in insurance
premiums directly attributable to any such damage or violation.
Section 15.17. Reimbursement of Expenses. Except as otherwise expressly stated in this Declaration or
the other Governing Documents, whenever a sum is due and payable by an Owner to the Association,
Architectural Control Committee or Declarant such sum shall be paid within 30 days of an Owner's
receipt of notice of such payment. If an Owner fails to make such payment within such 30 day time
period, such outstanding amount shall accrue interest at the Past Due Rate. Additionally, such outstanding
payment is subject to the rights of the Association contained in Section 6.4 of this Declaration.
[ Remainder of Page Intentionally Left Blank- Signature Page to Follow]
28
Declarant(s):
FG Aledo Development, LLC
a Texas limited liability company
By: KTFW Investments, Inc.
a Texas corporation, its Manager
By:
Kimberly Gill, President
FWFW Holdings, Inc.
a Texas corporation
By:
Timothy H. Fleet,Vice President
29
ACKNOWLEDGMENTS
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on 20_, by
Kimberly Gill, President of KTFW Investments, Inc., the Manager of FG Aledo Development,
LLC.
[Personalized Seal]
Notary Public in and for the State of Texas
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on , 20_, by Tim
Fleet, Vice President of FWFW Holdings, Inc., a Texas corporation.
[Personalized Seal]
Notary Public in and for the State of Texas
30
EXHIBIT E
ARCHITECTURAL GUIDELINES
SUBDIVISION ARCHITECTURAL GUIDELINES
FOR
MORNINGSTAR
These Subdivision Architectural Guidelines are designed specifically for the Morningstar subdivision and
are promulgated in accordance with "Declaration of Covenants, Conditions and Restrictions for
Morningstar Residential Community" (the "Master Declaration") which instrument was recorded on
, 2015 as Instrument No. in the Public Real Estate Records of
Parker County and which is incorporated herein by reference for all purposes.
Adherence to these guidelines is intended to assure owners of the properties within Morningstar
subdivision that all individual improvements will conform to the same high standards of design
excellence. The guidelines seek to establish a design framework which the individual homebuilder or
homeowner will use as a guide for site improvement, with latitude and flexibility (on the one hand)
balanced against preserving the integrity of Morningstar (on the other hand). These Architectural
Guidelines will serve to guide, inform, aid and inspire to the same extent as they serve to prohibit, restrict
and require. While some features are mandated, it should be understood that the Architectural Control
Committee ("ACC") may make discretionary judgments to reduce or waive any requirement when it can
be demonstrated (to the reasonable satisfaction of the ACC) that appropriate mitigating measures have
been taken. However, such discretionary approval(s) shall not represent or constitute a binding precedent
since no two or more tracts or circumstances are likely to be alike.
I. Restrictions on Use:
1. Residential Use. The Property and all lots platted on the Property ("Lot" or "Lots") shall
be used for single-family residential purposes only and for streets,parks,open spaces, amenity center, and
other facilities ancillary to single-family residential purposes, except that Declarant may authorize a Lot
to be used by a builder for a model home or as a temporary parking lot adjacent to model homes. No
building shall be erected, altered, placed, or permitted to remain on a Lot other than one detached single-
family residence("Residence").
2. Single-Family Use. Each Residence may be occupied by only one family consisting of
persons related by blood, adoption, or marriage or no more than three unrelated persons living together as
a single housekeeping unit,together with any household servants.
3. Restrictions on Subdivision. Unless otherwise approved in writing by Declarant, none of the
Lots shall be subdivided into smaller Lots.
4. (a) Uses Specifically Prohibited and Other Provisions. No temporary dwelling, shop,
trailer, mobile home or above-ground swimming pools of any kind or any improvements of a temporary
character(except children's wading pools and playhouses, treehouses, dog houses, greenhouses, gazebos,
and buildings for storage of lawn maintenance equipment which may be placed on a Lot in places which
are not visible from any street unless otherwise approved in writing by the ACC) shall be permitted on
any Lot, except a homebuilder or contractor may have temporary improvements (such as a sales office,
parking lot, and/or a construction trailer) on a Lot during construction of the Residence on that Lot. No
building material of any kind or character shall be placed or stored upon a Lot until the owner thereof is
ready to commence construction of improvements and then such material shall be placed only within the
property lines of the Lot upon which the improvements are to be erected during construction so long as
construction progresses without undue delay.
(b) No boat, trailer, marine craft, hovercraft, aircraft, recreation vehicle, travel trailer, motor
home, camper body or similar vehicle or equipment may be stored,parked or kept on any driveway, in the
front yard or in the street in front of a Lot for more than 48 hours nor more frequently than two times per
month, nor shall any such vehicle or equipment be parked for storage in the side or rear yard of any
Residence. No such vehicle shall be used as a residence or office temporarily or permanently. This
restriction shall not apply to any vehicle, machinery, or equipment temporarily parked and in use for
construction, maintenance, or repair of a Residence in the immediate vicinity.
(c) No vehicle of any size which transports inflammatory or explosive cargo may be kept on
the Property at any time.
(d) No vehicles or similar equipment shall be parked or stored in an area visible from any
street except passenger automobiles, passenger vans, motorcycles, pick-up trucks and pick-up trucks with
attached bed campers that are in operating condition, have current license plates and inspection stickers
and are in day to day use as motor vehicles off premises ("Regular Use Vehicles"). Regular Use Vehicles
shall be parked only in the garages or in the driveways of a Residence. Visitors or guests of a resident of
a Residence may park their vehicles on the street, provided, however, any such parking shall be only
temporary, from day to day, and shall not exceed 48 hours in duration without the written consent of the
ACC.
(e) No structure of a temporary character, such as a trailer, basement, tent, shack, barn or
other out-building, shall be used on any of the Property at any time as a dwelling house; provided,
however, that any homebuilder may maintain and occupy model houses, sales offices and construction
trailers during construction periods.
(f) No oil drilling, oil development operation, oil refining, quarrying or mining operations of
any kind shall be permitted on the surface of the Property. No oil wells, tanks, tunnels, mineral
excavations or shafts shall be permitted upon or in any part of the surface of the Property. No derrick or
other structure designed for use in quarrying or boring for oil, natural gas or other minerals shall be
erected, maintained or permitted on the surface of the Property.
(g) No animals, livestock or poultry of any kind shall be raised, bred or kept on the Property,
except that dogs, cats or other household pets may be kept for the purpose of providing companionship
for the occupants of a Residence. Animals are not to be raised, bred or kept for commercial purposes or
for food. It is the purpose of these provisions to restrict the use of the Property so that no person shall
quarter on any part of the Property cows, horses, bees, hogs, sheep, goats, guinea fowls, ducks, chickens,
turkeys, skunks or any other animals that may interfere with the quietude, health or safety of the
community. No more than four pets will be permitted on each Lot. Pets must be restrained or confined
on the homeowner's rear yard inside a fenced area or within the house. It is the pet owner's responsibility
to keep the Property clean and free of debris from such owner's pets. All animals must be properly tagged
for identification and vaccinated against rabies.
(h) No Lot or other area on the Property shall be used as a dumping ground for rubbish or a
site for the accumulation of unsightly materials of any kind, including broken or rusty equipment,
disassembled or inoperative cars and discarded appliances and furniture. No lawn or garden equipment,
toys, bicycles, furniture or household items may be stored on porches or in driveways visible from the
street. Trash, garbage or other waste shall not be kept except in sanitary containers and shall not be
placed on the curb or alley more than 18 hours prior to its scheduled collection day. All equipment for
the storage or other disposal of such material shall be kept in clean and sanitary condition. All containers
and other facilities for disposal must be located and screened in a manner approved in writing by the
ACC. Compost heaps may be maintained only in rear yards unless otherwise approved in writing by the
ACC.
(i) No individual water supply system shall be permitted on the Property.
0) No individual sewage disposal shall be permitted on the Property.
(k) No Lot or improvement shall be used for business, professional, commercial or
manufacturing purposes of any kind. No activity, whether for profit or not, shall be conducted on the
Property which is not related to single-family residential purposes. No noxious or offensive activity (as
determined by the ACC) shall be undertaken on the Property, and nothing shall be done which is or may
become an annoyance or nuisance to the neighborhood. Nothing in this subparagraph shall prohibit a
builder's temporary use of residence as a sales office until such builder's last Residence on the Property is
sold. Nothing in this subparagraph shall prohibit an owner's use of a Residence for quiet, inoffensive
activities such as tutoring or giving art or music lessons so long as such activities do not materially
increase the number of cars parked on the street or interfere with adjoining homeowner's use and
enjoyment of their Residences and yards.
(1) Except for children's playhouses, treehouses, dog houses, greenhouses, gazebos and
buildings for storage of lawn maintenance equipment placed at locations on a Lot that are not visible from
any street, no building previously constructed elsewhere shall be moved onto any Lot, it being the
intention that only new construction be placed and erected thereon.
(m) WITHIN EASEMENTS ON EACH LOT, AND WITHIN DRAINAGE SWALES
RUNNING BETWEEN LOTS, UNLESS OTHERWISE APPROVED IN WRITING BY THE ACC, NO
STRUCTURES, PLANTING OR MATERIALS SHALL BE PLACED OR PERMITTED TO REMAIN
THAT MAY DAMAGE OR INTERFERE WITH THE INSTALLATION AND MAINTENANCE OF
UTILITIES, WHICH MAY CHANGE THE DIRECTION OF FLOW WITHIN DRAINAGE
CHANNELS OR WHICH MAY OBSTRUCT OR RETARD THE FLOW OF WATER THROUGH
DRAINAGE CHANNELS. DECLARANT OR THE ACC MAY REQUIRE ANY OWNER CAUSING
ANY CHANGE IN THE FLOW OF SURFACE WATER TO REMOVE AT SUCH OWNER'S
EXPENSE, ANY STRUCTURE OR IMPROVEMENTS CAUSING SUCH ALTERATION.
(n) AFTER DECLARANT OR ANOTHER DEVELOPER HAS GRADED THE LOT, THE
GENERAL GRADING, SLOPE AND DRAINAGE PLAN OF A LOT (INCLUDING THE
INSTALLATION OF RAISED SHRUB BEDS, SWIMMING POOLS OR SIMILAR
IMPROVEMENTS) MAY NOT BE ALTERED WITHOUT (1) THE PRIOR WRITTEN APPROVAL
OF THE ACC AND (11) THE PRIOR WRITTEN APPROVAL OF THE CITY AND OTHER
APPROPRIATE AGENCIES HAVING AUTHORITY TO GRANT SUCH APPROVAL.
(o) Except as provided in this Section 4 (o) or unless approved in writing by the ACC, no
sign of any kind shall be displayed to the public view on any Lot. One sign of not more than five square
feet advertising the property for rent or sale or signs used by a homebuilder or Declarant to advertise the
Property during the development, construction and sales periods may be displayed on a Lot; provided,
however, all signs used by a homebuilder must be approved by the ACC prior to use thereof. No"bandit"
signs at all may be placed on the Property or in rights-of-way. Safety Signs (as hereinafter defined) may
be displayed on a Lot. For purposes of this Section 4 (o), "Safety Sign" shall mean(a) "No Trespassing"
signs placed on fencing of a Lot; (b) home security system warning signs or (c) "Beware of Dog" signs;
provided, however, that no Safety Sign shall exceed six inches by eight inches in size. The ACC or the
Association (hereinafter defined) shall have the right to remove any sign, billboard or other advertising
structure that does not comply with the above, and in so doing shall not be subject to any liability for
trespass or any other liability in connection with such removal. The Association is a third party
beneficiary of this Section.
(p) The drying of clothes in public view is prohibited. The owners and occupants of any
Lots at the intersections of streets or adjacent to parks, playgrounds or other facilities where the rear yard
is visible to the public shall construct a drying yard or other suitable enclosure to screen from public view
the equipment which is incidental to normal residences, such as clothes drying equipment, yard
equipment and storage piles.
(q) Except within fireplaces in the main residential dwelling and except for outdoor cooking
in barbecue grills, no burning of anything shall be permitted anywhere on the Property.
(r) All utilities shall be installed underground unless otherwise approved in writing by the
ACC. No gas meter shall be set nearer the street than the front or side of the dwelling unless the meter is
designed for and installed underground.
(s) No patio covers or other patio roofing structure shall be erected or constructed on a Lot
without the prior written approval of the ACC, unless part of the initial construction by a builder. Without
limitation of the foregoing, the construction and appearance, including the roofing and paint trim, of a
patio cover or other patio roofing structure must match the construction and appearance of each building
constructed on a Lot.
(t) Basketball goals must have clear plexiglass backboards and black poles and may be
installed only with the prior written approval of the ACC. Temporary basketball goals may be installed
only in the rear yard.
(u) No garage sales may be held except on dates and times, and in accordance with written
rules, prescribed by the ACC.
(v) All exterior holiday decorations must be removed within 30 days after the holiday to
which they relate.
II. Construction Guidelines
1. Minimum Floor Area. Unless otherwise permitted in writing by the ACC, the square footage
guidelines for total air-conditioned living area within the main residential structure, as measured to the
outside exterior walls, but exclusive of open porches, garages, patios, and detached accessory buildings,
shall be as follows:
a. 50' Lots—Minimum of 1,600 square feet and a maximum of 3,200 square feet;
b. 60' Lots—Minimum of 2,200 square feet
C. 70' Lots—Minimum of 2,000 square feet
2. Building Materials.
a. Unless otherwise approved in writing by the ACC, the front wall area of each building
constructed on a Lot, including chimney flues, shall be not less than 100% brick or stone.
Notwithstanding the foregoing, unless otherwise approved in writing by the ACC, the
front wall area on all first floor walls of two-story dwellings shall be brick or stone.
b. Unless approved in writing by the Committee, the total exterior wall area of each
building constructed on a Lot, including, but not limited to, chimney flues, shall be not
less than 80% (or a higher percentage if required by the City) brick, stone (windows,
doors and gables are excluded from the calculation of the total exterior wall area) except
that in the case of each building constructed on a Lot adjacent to a school or a park,
unless otherwise approved in writing by the ACC, the total exterior wall area of each
such building, including chimney flues, shall be 100%bring or stone.
3. Fences for Interior Lots.
a. Unless otherwise approved by the ACC, no fence shall exceed six feet (6'- 0") in height
measured from finished grade. All fences shall be constructed of Western Red Cedar(#1
or "Standard and Better") with pickets placed on the exterior face or as specified by the
ACC.
b. Posts may be steel pipe columns, and fences must have at least three horizontal boards for
attaching pickets.
C. No pine or spruce fencing materials shall be permitted.
d. Fences of front yards are prohibited.
4. Fences along Greenbelts/Common Areas. With respect to each and every lot which has a side or
rear property line coincident with or adjacent to a greenbelt/common area so as to constitute
"greenbelt/common area frontage,"fences shall comply with the following requirements:
a. 59" in height.
b. Material shall wrought iron, and the color shall be flat black.
5. Roof
a. A minimum roof pitch of 8:12, unless otherwise approved by the ACC.
b. Any proposed composition roof materials shall be laminated dimensional/architectural
shingles with 30 year minimum manufacturer's warranty with a weight of at least 300
pounds per 100 square feet. The type, quality and color must otherwise be specifically
approved by the ACC.
6. Required Landscaping. All landscape is to be installed by the builder prior to the house being
occupied. The Lot areas listed below shall be landscaped with the following size and/or number of shade
trees, which shall be from the "highly recommended" or "acceptable" category described within the
Morningstar Plant palette.
Lot Area Minimum Requirement
Front Yard One row of five (5) gallon (min.) evergreen shrubs planted at a
maximum spacing of 3'-0" on center and located along the foundation
excluding porches and patios. A total of one 4" caliper (min.) large
canopy (i.e. red oak, live oak, cedar elm) shade tree is required for each
front yard. In addition to the one tree previously mentioned, two 6' to 8'
height minimum ornamental trees are required for each front yard. Refer
to City tree requirement for the entire lot.
7. Irrigation. The ACC requires that each Lot have an automatic irrigation system for the front and
rear yard with rain/freeze sensor.
8. Elevations.
a. As a general rule or objective, each floor plan should have three(3)elevations.
b. Elevations shall not repeat along the fronting or siding streetscape without at least five(5)
intervening homes of sufficient dissimilarity(both sides of the street). The intent of this
guideline is to avoid the negative"look alike"effect of frequent repetition, while
allowing sufficient latitude for the builder in satisfying market demand.
9. Driveways. All design, construction materials, and location of driveways will meet or exceed the
City of Fort Worth standards and must be approved by the ACC.
a. Setbacks—Driveways must be at least one foot(P)from adjacent property lines.
b. Finishes—Driveways shall be surfaced with concrete, brick pavers, stone, interlocking
pavers, stamped concrete, or concrete with stone or brick border. Asphalt driveways are
prohibited.
C. Features—Driveways shall intersect the street as close to 90 degrees as possible.
10. Sidewalks.
a. Each owner of a Lot must cause to be built on such Lot, in a location approved by the
ACC, a concrete sidewalk built to the City of Fort Worth specifications.
b. All entry walkways shall be off the driveway.
H. Garages. All garages shall be approved in advance by the ACC.
a. Front loaded attached garages are required, but care should be taken to keep the design
from being too massive.
b. Side loaded attached garages are acceptable if mixed with other types and are not all
loaded from the same side.
C. Architectural features such as paneling and hardware are required to soften the effect
of the garage.
d. Carports are prohibited without express approval of the ACC.
12. Lot Drainage. It will be the responsibility of the builder to provide adequate drainage for each
home.
a. Caution should be used in establishing the foundation elevations so that driveways for
slabs are not constructed too high impairing adequate drainage from the back yard around to the
front.
b. After the conveyance of each Lot from the developer, each Lot must be graded and
maintained in such a manner so as to permit all water from all sources to drain naturally into the
street storm sewer system that sides on or fronts each respective Lot.
C. No Lot may be graded in such a manner as to permit water runoff to drain or flow onto or
across any adjacent Lot, nor shall any Lot be graded or maintained in such a manner as to allow
the accumulation of standing water.
d. Trees or planting beds shall not be installed along the side Lot line in a manner that will
impede surface drainage between houses.
13. Antenna and Satellite Dishes.
a. Any antenna or satellite dish must be located to the rear one-half(1/2) of the Lot.
b. Any antenna or satellite dish shall not extend above the roofline of the house located on
the Lot and shall not be visible from the frontage street or any adjoining street.
14. Exterior Lighting.
a. No exterior light whose direct source is visible from a street or neighboring property or
which produces excessive glare to pedestrian traffic will be allowed.
b. Decorative or lantern fixtures shall have a maximum of 45 watts per fixtures.
15. HVAC Screening.
a. Where practical, all meters, air conditioning unit, and pool equipment shall be located
away from public view,preferably in the rear or fenced side yard.
b. If necessary, a screening element must be constructed of materials approved by the ACC.
16. Pools, Spas, and Hot Tubs. The materials, location and construction of all pools, spas and hot
tubs must be approved in advance by the ACC.
a. Swimming pools and accompanying spas shall be in-ground, or balanced cut and fill, and
shall be designed to be compatible with the site and the dwelling. Self-contained, above-ground
hot tubs require approval by the ACC.
b. The swimming pool, spa or hot tub plans must be drawn on a copy of an accurate site
plan and shall include specific indications of distances from the water containing basin(s) and
surrounding slab walks to the lot lines and building setbacks.
C. No access across another Lot or greenbelt/open space area for the purpose of building or
maintaining a swimming pool, spa or hot tub is permitted without prior written consent of the
other property owner or the ACC in the case of greenbelts/open spaces.
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Exhibit G
Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and
entered into as of the day of , between
a ("Assignor"), and , a
("Assignee") (Assignor and Assignee are hereinafter sometimes collectively
referred to as the "Parties " and singularly as a "Party").
RECITALS:
A. Assignor is the owner of the rights of Owner under that certain "Development
Agreement between the City of Fort Worth and FWFW HOLDINGS, INC. and FG ALEDO
DEVELOPMENT, LLC for MorningStar" (City Secretary Contract No. , M & C
) effective as of , 2015, between FWFW HOLDINGS,
INC. and FG ALEDO DEVELOPMENT, LLC (collectively, the "Owner"), and the City of Fort
Worth, Texas (the "City") (the "Agreement") effective as of , 2015, relating to the
development of the Development (as described therein), to the extent that the Agreement covers,
affects, and relates to the lands described on Exhibit A attached hereto (the "Transferred
Premises").
B. Assignor desires to assign certain of its rights under the Agreement as it relates to
the Transferred Premises to Assignee, and Assignee desires to acquire such rights, on and subject
to the terms and conditions of this Assignment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties hereby agree and act as follows:
1. Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in
this Assignment shall have the same meanings ascribed to them in the Agreement.
2. Assignment. Subject to all of the terms and conditions of this Assignment,
Assignor hereby assigns all [or describe specifically assigned rights if partial] of its rights
under the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred
Premises.
3. Assumption. Assignee hereby assumes all obligations of Assignor and any
liability that may result from acts or omissions by Assignee under the Agreement as it relates to
the Transferred Premises that may arise or accrue from and after the effective date of this
Assignment, and Assignor is hereby released from all such obligations and liabilities from and
after the effective date of this Assignment; provided, however, this Assignment does not release
Assignor from any liability that resulted from an act or omission by Assignor that occurred prior
to the effective date of this Assignment unless the City approves the release in writing.
Exhibit G—Page 2
4. Governing Law. THIS ASSIGNMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS
THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS
AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO
THE CONTRARY.
5. Counterpart/Facsimile Execution. This Assignment may be executed in
multiple counterparts, each of which shall be deemed to be an original.
6. Notice to City. A copy of this Assignment shall be provided to the City within
fifteen (15) days after execution.
7. Binding Effect. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignees and their respective heirs, personal representative, successors,
and assigns.
EXECUTED as of the day and year first written above.
ASSIGNOR:
By:
Printed
Name:
Title:
ASSIGNEE:
By:
Printed
Name:
Title:
Exhibit G—Page 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
Exhibit G—Page 4
EXHIBIT H
TRAFFIC MANAGEMENT PLAN
EXHIBIT H
TRAFFIC MANAGEMENT PLAN
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WELCH ENt�]NIIF1tTNG�. INC.
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� CONSUL J7NG ENGINEERS (#F-1859)
1308 NORWOOD DRIVE • SUITE 200 • HEDFORD, TEXAS 78022
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(817)284-l4e� 1175 LOCAL (817)589-2900 METRO (617)589-0990 FAX
MARCH 4, 2015 WO NO. 201336
Exhibit G-Page 5