HomeMy WebLinkAboutContract 56853 CSC No.56853
DEVELOPMENT AGREEMENT
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
This Development Agreement (this "Agreement") is entered into by the City of
Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton,
Johnson, Wise and Parker Counties, Texas (the "City"), acting by and through its duly
authorized Assistant City Manager, and Alliance West, LP, a Texas limited partnership,
and Denton County Land and Cattle, LP, a Delaware limited partnership (individually
and collectively, "Owner").
RECITALS
A. Owner is the owner of approximately 606.132 acres of land in Denton
County,Texas (the "County"),in the extraterritorial jurisdiction ("ETT") of the City of Fort
Worth, generally located south of State Highway 114 and west of FM 156, as shown on
Exhibit A and described in Exhibit B attached to this Agreement (the "Property").
B. The Property is currently undeveloped and is not contiguous to the City's
corporate limits.
C. Owner intends to develop the Property primarily as a business park,
consisting of distribution warehouses and other industrial uses, with the option for
commercial and multifamily development on Highway 114 (the "Project").
D. The Property is in the City's water certificate of convenience and necessity
("CCN").
E. Owner has dedicated water and wastewater easements on the Property to
the City, at no cost to the City, for extension of the City's water and wastewater systems,
and has contributed to the costs of oversizing City wastewater infrastructure, in
consideration for the City's agreement to provide retail water and wastewater service to
the Property.
F. Water Infrastructure and Wastewater Infrastructure, as needed to serve the
Property and as hereafter designed,will be designed and constructed in accordance with
City standards and dedicated to the City.
OFFICIAL RECORD
Development Agreement Between City of Fort Worth, CITY SECRETARY
Alliance West,LP and Denton County Land and Cattle,LP
FT. WORTH, TX
G. It is the Parties' intention that the Property will be developed in phases in
the City's ETJ and that each Structure, as hereafter defined, constructed on the Property
will remain in the City's ETJ for a minimum of five years after completion of construction
and connection to the City's water and wastewater systems.
H. Owner may purchase additional land in the City's ETJ for inclusion in the
Project and has the option to develop up to 164 acres of such additional land in
accordance with this Agreement, provided such additional land is adjacent to the
Property or is separated from the Property by right-of-way.
I. The Parties have the authority to enter into this Agreement pursuant to
Section 212.171, et seq. of the Texas Local Government Code.
J. The purposes of this Agreement include authorizing enforcement by the
City of certain municipal land use and development regulations, providing for design,
construction and inspection of City infrastructure, providing for retail water and sewer
service to the Property by the City, and establishing a procedure for annexation of the
Property in phases.
NOW THEREFORE, for and in consideration of the mutual covenants of the
Parties set forth in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties
agree as follows:
ARTICLE I
DEFINITIONS
"Additional Land" means land purchased by Owner and added to this Agreement in
accordance with Section 3.04.
"Assignee" means a successor to Owner as defined in Section 12.02.
"CFA Ordinance" means Ordinance No. 23656-05-2019 adopted by the City Council on
May 7, 2019 (M &G-19532) and as amended.
"City Infrastructure Standards" means the "Installation Policy on Design Criteria for
Water, Wastewater and Reclaimed Water Infrastructure," Resolution No. 5084-05-2019,
May, 2019 and as amended.
"Concept Plan" means the master plan attached to this Agreement as Exhibit C.
"County Infrastructure Standards" means:
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 2
DEVELOPMENT AGREEMENT
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
This Development Agreement (this "Agreement") is entered into by the City of
Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton,
Johnson, Wise and Parker Counties, Texas (the "City"), acting by and through its duly
authorized Assistant City Manager, and Alliance West, LP, a Texas limited partnership,
and Denton County Land and Cattle, LP, a Delaware limited partnership (individually
and collectively, "Owner").
RECITALS
A. Owner is the owner of approximately 606.132 acres of land in Denton
County,Texas (the "County"),in the extraterritorial jurisdiction ("ETT") of the City of Fort
Worth, generally located south of State Highway 114 and west of FM 156, as shown on
Exhibit A and described in Exhibit B attached to this Agreement (the "Property").
B. The Property is currently undeveloped and is not contiguous to the City's
corporate limits.
C. Owner intends to develop the Property primarily as a business park,
consisting of distribution warehouses and other industrial uses, with the option for
commercial and multifamily development on Highway 114 (the "Project").
D. The Property is in the City's water certificate of convenience and necessity
("CCN").
E. Owner has dedicated water and wastewater easements on the Property to
the City, at no cost to the City, for extension of the City's water and wastewater systems,
and has contributed to the costs of oversizing City wastewater infrastructure, in
consideration for the City's agreement to provide retail water and wastewater service to
the Property.
F. Water Infrastructure and Wastewater Infrastructure, as needed to serve the
Property and as hereafter designed,will be designed and constructed in accordance with
City standards and dedicated to the City.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page I
G. It is the Parties' intention that the Property will be developed in phases in
the City's ETJ and that each Structure, as hereafter defined, constructed on the Property
will remain in the City's ETJ for a minimum of five years after completion of construction
and connection to the City's water and wastewater systems.
H. Owner may purchase additional land in the City's ETJ for inclusion in the
Project and has the option to develop up to 164 acres of such additional land in
accordance with this Agreement, provided such additional land is adjacent to the
Property or is separated from the Property by right-of-way.
I. The Parties have the authority to enter into this Agreement pursuant to
Section 212.171, et seq. of the Texas Local Government Code.
J. The purposes of this Agreement include authorizing enforcement by the
City of certain municipal land use and development regulations, providing for design,
construction and inspection of City infrastructure, providing for retail water and sewer
service to the Property by the City, and establishing a procedure for annexation of the
Property in phases.
NOW THEREFORE, for and in consideration of the mutual covenants of the
Parties set forth in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties
agree as follows:
ARTICLE I
DEFINITIONS
"Additional Land" means land purchased by Owner and added to this Agreement in
accordance with Section 3.04.
"Assignee" means a successor to Owner as defined in Section 12.02.
"CFA Ordinance" means Ordinance No. 23656-05-2019 adopted by the City Council on
May 7, 2019 (M &G-19532) and as amended.
"City Infrastructure Standards" means the "Installation Policy on Design Criteria for
Water, Wastewater and Reclaimed Water Infrastructure," Resolution No. 5084-05-2019,
May, 2019 and as amended.
"Concept Plan" means the master plan attached to this Agreement as Exhibit C.
"County Infrastructure Standards" means:
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 2
"Utility Installation Requirements", Denton County Public Works, as amended, with
respect to installation of utility infrastructure within County right of way adjacent to the
Property or the Additional Land; and
The following County regulations for storm drainage:
1. Denton County Subdivision Rules and Regulations;July, 2009 and as
amended.
2. "Denton County Flood Damage Prevention Regulations", Denton County
Public Works; March 9, 2011 and as amended
"Effective Date" means the date this Development Agreement is fully executed by the
City and Owner.
"Infrastructure" means water, wastewater, road and drainage improvements (together
with associated grading, landscaping, lighting and signage) constructed to serve the
Property.
"Party" means, individually, the City, Owner, or Owner's successors and assigns
(including any Assignee) as permitted by this Agreement.
"Property" means approximately 606.132 acres of land located in Denton County, Texas
as depicted in Exhibit A and described in Exhibit S. "Property" shall include Additional
Land, if any, added to this Agreement by Owner in accordance with Section 3.04, except
where expressly excluded.
"Structure" means a building designed for human occupancy.
"Wastewater Infrastructure" means the on-site public wastewater infrastructure and off-
site public wastewater infrastructure,if any,constructed by Owner to serve the Property.
This does not include the private wastewater plumbing within a platted lot.
"Water Infrastructure" means the on-site public water Infrastructure and off-site public
water infrastructure, if any, constructed by Owner to serve the Property. This does not
include the private water plumbing within a platted lot.
"Zoning Ordinance"means Ordinance No.13896,together with any amendments thereto
that are in effect on the Effective Date, codified as Appendix "A" to the City Code and
any amendment.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 3
"Utility Installation Requirements", Denton County Public Works, as amended, with
respect to installation of utility infrastructure within County right of way adjacent to the
Property or the Additional Land; and
The following County regulations for storm drainage:
1. Denton County Subdivision Rules and Regulations;July, 2009 and as
amended.
2. "Denton County Flood Damage Prevention Regulations", Denton County
Public Works; March 9, 2011 and as amended
"Effective Date" means the date this Development Agreement is fully executed by the
City and Owner.
"Infrastructure" means water, wastewater, road and drainage improvements (together
with associated grading, landscaping, lighting and signage) constructed to serve the
Property.
"Party" means, individually, the City, Owner, or Owner's successors and assigns
(including any Assignee) as permitted by this Agreement.
"Property" means approximately 606.132 acres of land located in Denton County, Texas
as depicted in Exhibit A and described in Exhibit S. "Property" shall include Additional
Land, if any, added to this Agreement by Owner in accordance with Section 3.04, except
where expressly excluded.
"Structure" means a building designed for human occupancy.
"Wastewater Infrastructure" means the on-site public wastewater infrastructure and off-
site public wastewater infrastructure,if any,constructed by Owner to serve the Property.
This does not include the private wastewater plumbing within a platted lot.
"Water Infrastructure" means the on-site public water Infrastructure and off-site public
water infrastructure, if any, constructed by Owner to serve the Property. This does not
include the private water plumbing within a platted lot.
"Zoning Ordinance"means Ordinance No.13896,together with any amendments thereto
that are in effect on the Effective Date, codified as Appendix "A" to the City Code and
any amendment.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 3
DEVELOPMENT AGREEMENT
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
This Development Agreement (this "Agreement") is entered into by the City of
Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton,
Johnson, Wise and Parker Counties, Texas (the "City"), acting by and through its duly
authorized Assistant City Manager, and Alliance West, LP, a Texas limited partnership,
and Denton County Land and Cattle, LP, a Delaware limited partnership (individually
and collectively, "Owner").
RECITALS
A. Owner is the owner of approximately 606.132 acres of land in Denton
County,Texas (the "County"),in the extraterritorial jurisdiction ("ETT") of the City of Fort
Worth, generally located south of State Highway 114 and west of FM 156, as shown on
Exhibit A and described in Exhibit B attached to this Agreement (the "Property").
B. The Property is currently undeveloped and is not contiguous to the City's
corporate limits.
C. Owner intends to develop the Property primarily as a business park,
consisting of distribution warehouses and other industrial uses, with the option for
commercial and multifamily development on Highway 114 (the "Project").
D. The Property is in the City's water certificate of convenience and necessity
("CCN").
E. Owner has dedicated water and wastewater easements on the Property to
the City, at no cost to the City, for extension of the City's water and wastewater systems,
and has contributed to the costs of oversizing City wastewater infrastructure, in
consideration for the City's agreement to provide retail water and wastewater service to
the Property.
F. Water Infrastructure and Wastewater Infrastructure, as needed to serve the
Property and as hereafter designed,will be designed and constructed in accordance with
City standards and dedicated to the City.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page I
G. It is the Parties' intention that the Property will be developed in phases in
the City's ETJ and that each Structure, as hereafter defined, constructed on the Property
will remain in the City's ETJ for a minimum of five years after completion of construction
and connection to the City's water and wastewater systems.
H. Owner may purchase additional land in the City's ETJ for inclusion in the
Project and has the option to develop up to 164 acres of such additional land in
accordance with this Agreement, provided such additional land is adjacent to the
Property or is separated from the Property by right-of-way.
I. The Parties have the authority to enter into this Agreement pursuant to
Section 212.171, et seq. of the Texas Local Government Code.
J. The purposes of this Agreement include authorizing enforcement by the
City of certain municipal land use and development regulations, providing for design,
construction and inspection of City infrastructure, providing for retail water and sewer
service to the Property by the City, and establishing a procedure for annexation of the
Property in phases.
NOW THEREFORE, for and in consideration of the mutual covenants of the
Parties set forth in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties
agree as follows:
ARTICLE I
DEFINITIONS
"Additional Land" means land purchased by Owner and added to this Agreement in
accordance with Section 3.04.
"Assignee" means a successor to Owner as defined in Section 12.02.
"CFA Ordinance" means Ordinance No. 23656-05-2019 adopted by the City Council on
May 7, 2019 (M &G-19532) and as amended.
"City Infrastructure Standards" means the "Installation Policy on Design Criteria for
Water, Wastewater and Reclaimed Water Infrastructure," Resolution No. 5084-05-2019,
May, 2019 and as amended.
"Concept Plan" means the master plan attached to this Agreement as Exhibit C.
"County Infrastructure Standards" means:
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 2
"Utility Installation Requirements", Denton County Public Works, as amended, with
respect to installation of utility infrastructure within County right of way adjacent to the
Property or the Additional Land; and
The following County regulations for storm drainage:
1. Denton County Subdivision Rules and Regulations;July, 2009 and as
amended.
2. "Denton County Flood Damage Prevention Regulations", Denton County
Public Works; March 9, 2011 and as amended
"Effective Date" means the date this Development Agreement is fully executed by the
City and Owner.
"Infrastructure" means water, wastewater, road and drainage improvements (together
with associated grading, landscaping, lighting and signage) constructed to serve the
Property.
"Party" means, individually, the City, Owner, or Owner's successors and assigns
(including any Assignee) as permitted by this Agreement.
"Property" means approximately 606.132 acres of land located in Denton County, Texas
as depicted in Exhibit A and described in Exhibit S. "Property" shall include Additional
Land, if any, added to this Agreement by Owner in accordance with Section 3.04, except
where expressly excluded.
"Structure" means a building designed for human occupancy.
"Wastewater Infrastructure" means the on-site public wastewater infrastructure and off-
site public wastewater infrastructure,if any,constructed by Owner to serve the Property.
This does not include the private wastewater plumbing within a platted lot.
"Water Infrastructure" means the on-site public water Infrastructure and off-site public
water infrastructure, if any, constructed by Owner to serve the Property. This does not
include the private water plumbing within a platted lot.
"Zoning Ordinance"means Ordinance No.13896,together with any amendments thereto
that are in effect on the Effective Date, codified as Appendix "A" to the City Code and
any amendment.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 3
ARTICLE II
PERMITTED USES; DEVELOPMENT REGULATIONS
2.01 Applicable Regulations. Development of the Property shall be governed
solely by the following regulations in effect as of the Effective Date, and, any
amendments to such regulations that are adopted or approved after the Effective Date
except to the Project is exempt from such amendments pursuant to Chapter 245, Texas
Local Government Code (the "Governing_Regulations"):
(a) Denton County Subdivision Ordinance, Court Order 09-0488 (the
"Subdivision Ordinance");
(b) Denton County requirements for construction and inspection of
Structures (the "County Building Codes").
(c) City Infrastructure Standards, as defined herein;
(d) County Infrastructure Standards, as defined herein;
(e) Road Standards set out in Exhibit D.
(f) Water Department's Installation Policy and Design Criteria for
Water, Wastewater, and Reclaimed Water Infrastructure as
amended;
(g) Section 4.712 of the Zoning Ordinance, "D" High Density
Multifamily;
(h) Section 4.904 of the Zoning Ordinance, "G" Intensive Commercial;
(i) Section 4.1004 of the Zoning Ordinance, "K" Heavy Industrial;
(j) Final plats for portions of the Property that are approved,from time
to time,by the County in accordance with this Agreement; and
(k) The Concept Plan, as amended from time to time.
2.02 Permitted Uses. Uses allowed in the City's "D" High Density Multifamily
District, as set out in the residential district use table in Section 4.603 of the Zoning
Ordinance, and uses allowed in the City's "G" Intensive Commercial District and "K"
Heavy Industrial District,as set out in the nonresidential district use table in Section 4.803
of the Zoning Ordinance shall be permitted on the Property. The Property may be
developed with a mixture of such uses, to be determined in Owner's sole discretion,
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 4
ARTICLE II
PERMITTED USES; DEVELOPMENT REGULATIONS
2.01 Applicable Regulations. Development of the Property shall be governed
solely by the following regulations in effect as of the Effective Date, and, any
amendments to such regulations that are adopted or approved after the Effective Date
except to the Project is exempt from such amendments pursuant to Chapter 245, Texas
Local Government Code (the "Governing_Regulations"):
(a) Denton County Subdivision Ordinance, Court Order 09-0488 (the
"Subdivision Ordinance");
(b) Denton County requirements for construction and inspection of
Structures (the "County Building Codes").
(c) City Infrastructure Standards, as defined herein;
(d) County Infrastructure Standards, as defined herein;
(e) Road Standards set out in Exhibit D.
(f) Water Department's Installation Policy and Design Criteria for
Water, Wastewater, and Reclaimed Water Infrastructure as
amended;
(g) Section 4.712 of the Zoning Ordinance, "D" High Density
Multifamily;
(h) Section 4.904 of the Zoning Ordinance, "G" Intensive Commercial;
(i) Section 4.1004 of the Zoning Ordinance, "K" Heavy Industrial;
(j) Final plats for portions of the Property that are approved,from time
to time,by the County in accordance with this Agreement; and
(k) The Concept Plan, as amended from time to time.
2.02 Permitted Uses. Uses allowed in the City's "D" High Density Multifamily
District, as set out in the residential district use table in Section 4.603 of the Zoning
Ordinance, and uses allowed in the City's "G" Intensive Commercial District and "K"
Heavy Industrial District,as set out in the nonresidential district use table in Section 4.803
of the Zoning Ordinance shall be permitted on the Property. The Property may be
developed with a mixture of such uses, to be determined in Owner's sole discretion,
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 4
provided such uses are consistent with the Concept Plan. Development of such permitted
uses shall be in accordance with the applicable "property development standards" and
"other development" standards set out in Sections 4.712, 4.904 and 4.1004 of the Zoning
Ordinance as amended. No other provisions of the Zoning Ordinance apply to
development of the Property.
2.03 Administrative Variances to Regulations. The Director of the Development
Services Department may administratively approve the following minor revisions to the
Governing Regulations upon Owner's request: (a) an increase in the height of structures
of five (5) percent or less; (b) a setback reduction of ten(10) percent or less; (c) an increase
in ground coverage by a structure of five (5) percent or less; (d) a reduction in off-street
parking of five (5) percent or less; (e) an increase in the number,height or area of signs of
five (5) percent or less; and (f) an increase in outdoor storage or display area of five (5)
percent or less.
2.04 Setbacks from Gas Wells. Protected Uses and Public Buildings, as defined
in the Gas Well Ordinance,shall not be constructed within three hundred (300)feet of the
center of a gas well,at the surface of the ground,or within two hundred twenty-five (225)
feet of a gas well pad site having a Multiple Well Site Permit. Habitable Structures, as
defined in the Gas Well Ordinance, shall be set back a minimum of two hundred (200)
feet from the center of an active gas well, at the surface of the ground, or within one
hundred twenty-five feet of a gas well pad site having a Multiple Gas Well Permit. Any
new wells drilled will comply with the City's adopted Gas Well Ordinance. Setbacks
from compressors, existing or future, shall comply with the Gas Well Ordinance. No
other setbacks apply to gas wells or structures accessory to the drilling or production of
natural gas, or to construction of Structures in proximity to gas wells or structures
accessory to the drilling or production of natural gas.
ARTICLE III
OVERVIEW OF DEVELOPMENT PROCESS
3.01 Review and Approval of Plats. The County and the City shall exercise
jurisdiction over the review and approval of preliminary and final plats, amending plats,
replats and minor replats for the Property, in accordance with that certain Interlocal
Cooperation Agreement Between the County of Denton and the City of Fort Worth
Regarding Plat Approval Jurisdiction in the City's ETJ dated January 13, 2004 (CSC
29491), and the Addendum thereto dated September 14, 2004 (CSC 30507), except as set
out in this section. All plats shall be submitted to the County and the City for review.
The City's review shall be limited to compliance with the Governing Regulations and this
Agreement and approval of water and sewer studies, in accordance with the City
Infrastructure Standards. The City shall provide comments to the County for the County
to prepare a single set of comments. Plats shall be submitted to the County
Commissioner's Court, only, for approval.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 5
3.02 Design and Construction of Infrastructure.
(a) Water and sewer infrastructure shall be designed and constructed in
accordance with the City Infrastructure Standards, and inspected by City inspectors or
approved third party inspectors, in accordance with Articles IV, V and VI.
(b) Internal roads within the Property shall be designed and constructed in
accordance with the standards set out in Article VII and Exhibit D.
3.03 Building Permits; Backflow and Pretreatment Permits; Inspections. All
Structures constructed on the Property shall be designed and constructed in accordance
with the County Building Codes and this Agreement. Inspections shall be performed by
a City-approved third party inspector. Owner shall maintain a permanent record of all
plan reviews and inspections and shall make such records available for review or copying
by the City during reasonable business hours. Vertical construction may commence
upon satisfaction of County requirements. The Owner agrees to obtain through the City
backflow and pre-treatment permits and approval prior to constructing any buildings.
3.04 Addition of Land to Agreement. From time to time, Owner may elect to
acquire additional land for the Project for development in accordance with this
Agreement. Owner is authorized to record in the County real property records one or
more amendments to Exhibit A, to add up to 164 acres of land in the City's ETJ to this
Agreement, provided such additional land is contiguous to the Property or is separated
from the Property by right-of-way (such property, individually or collectively, the
"Additional Land"). Owner shall provide a copy of any such recorded amendment to
this Agreement to the City. Upon recording each such amendment describing Additional
Land and delivery of a copy of the recorded amendment to the City,the Additional Land
shall be deemed to be the "Property" and shall be subject to this Agreement for all
purposes, except where expressly excluded.
3.05 Zonin . In the event of any conflict between this Agreement and any
zoning ordinance adopted by the City Council relating to the Property, this Agreement
will prevail except as expressly agreed in writing by the Owner of such Property. Any
established use of the Property or a portion thereof, or any Structure on the Property that
may be in conflict with the City's zoning ordinances at the time of annexation shall be
deemed a legal use or legal Structure, as applicable, and shall not be considered to be
nonconforming provided such use or Structure is in compliance with this Agreement.
3.06 Concept Plan Revisions.
(a) Owner may revise the Concept Plan attached hereto as Exhibit C.from time
to time (which amended Concept Plan shall be subject to all provisions of this Agreement
and the exhibits attached hereto), provided the following conditions are met (each such
amendment being referred to as a "Minor Concept Plan Revision"):
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 6
(i) The proposed revision is approved, in writing, by the owners of all
the Property subject to the revision; and
(ii) The proposed revision complies with the Governing Regulations;
(iii) Residential and commercial uses are prohibited south of Elizabeth
Creek without City approval; and
(iv) Alliance West, L.P. and Denton County Land and Cattle, LP
approve the proposed revision in writing (provided such approval
shall be required only so long as such entity owns all or any portion
of the Property).
ARTICLE IV
RETAIL WATER SERVICE;
OFF-SITE AND ON-SITE PUBLIC WATER INFRASTRUCTURE
4.01 Retail Water Service. Upon (i) approval by the City of a water study
submitted by Owner; (ii) construction by Owner and acceptance by the City of the On-
Site Water Infrastructure; (iii) construction and acceptance by the City of the applicable
Off-Site Water Infrastructure in accordance with Section 4.03; (iv) payment of the fees
described in Section 4.06, and (v) installation of meter by the City in accordance with
Section 6.02(c), the City shall provide retail water service to the Property on the same
terms and at the City's generally applicable rates for comparable classes of customers
outside the City's corporate limits. The City's generally applicable rates for comparable
classes of in-city customers will apply to portions of the Property annexed by the City
pursuant to Section 9.02.
4.02 Water Certificate of Convenience and Necessity. The Property is located in
an area for which the City holds the CCN to provide retail water service. If Owner
acquires Additional Land and (i) such land is not within a water CCN or (ii) the Public
Utility Commission (PUC) or other authorized governmental entity approves Owner's
petition to release such land from the existing water CCN and Owner pays all
compensation, if any, owed to the existing CCN-holder, the City agrees to submit an
application to the PUC to expand its water CCN to include such land, if requested by
Owner. The Owner agrees to build the water and sewer infrastructure to City standards
through City's plan review, CFA, inspection and acceptance processes. The Owner
agrees to obtain through the City backflow and pre-treatment permits and approval prior
to construction any buildings.
4.03 Off-Site Public Water Infrastructure; Connection to the City's Water
System. The 606.132 acres of land described in Exhibit A will be served by the 16-inch
water main constructed as City Water Project#101500 (the"Brookfield Line") and the 36-
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 7
inch water main constructed as City Water Project #102307 (the "Tradition Line"), as
shown on Exhibit E (collectively, the "Off-Site Water Infrastructure"). The Parties
acknowledge that the City has approved Water Study 2018-424-WSL for the Brookfield
Line and the water study for the Tradition Line. When the Brookfield Line and the
Tradition Line are in service and connected, it is anticipated that an updated water study
for the Property submitted by Owner to the City will show there is sufficient capacity in
the two mains to fully serve the Property. Owner has dedicated easements to the City, at
no cost, for the Brookfield Line and the Tradition Line. The Owner has been allocated
255 gpm max day demand with 1,500 gpm of fire flow from the Brookfield Line per
original Cole West letter attached as Exhibit H. The Owner has also been allocated 1,335
gpm for the Property from the Tradition Line per the original Tradition Water Line
Report which is comprised of 879 gpm for Cole West and 456 gpm for the Dobson Tract.
If the Owner's development water demand during the permitting phase remains within
such allocation of each water line then the Owner has no further obligations in connection
with design and construction of the Brookfield Line or the Tradition Line. However, if
the developments' total water demands for the Property during the permitting phase
during subdividing of property changes and goes above the original allocation for the
Tradition Line, then additional water main capacity charges will apply. No additional
capacity is available on the Brookfield Line. If the developer's total water demand
connection points are different from the original studies submitted for the Brookfield and
Tradition Lines, then the developer must submit a revised water study and, if demand
exceeds the allocated capacities described above,water main capacity charges will apply
if the capacity is available or if the off-site water mains are upsized due to the revised
studies.
4.04 Off-Site Public Water Infrastructure; Connection to the City's Water System
by the Additional Land. Section 4.03 does not apply to Additional Land,if any,that may
be added to this Agreement pursuant to Section 3.04. If Owner adds Additional Land to
this Agreement, Owner shall submit an updated water study to the City for such
Additional Land. The City and Owner acknowledge that the combination of the
Brookfield Line and the Tradition Line is anticipated to provide sufficient capacity to
serve the Additional Land described in the updated study. However, if the total water
demand for all of the Property and the Additional Land during the subdividing and/or
permitting phase exceeds the allocation for each water line set out in Section 4.03, then
additional water main capacity charges will apply or additional off-site improvements
may be needed. If the developer's total water demand connection points are different
from the original studies submitted for the Brookfield and Tradition Lines, then the
developer must submit a revised water study and, if demand exceeds the allocated
capacities described in Section 4.03,water main capacity charges will apply if the capacity
is available or if the off-site water mains are upsized due to the revised studies.
4.05 On-Site Public Water Infrastructure. Owner shall design and construct or
cause to be designed and constructed all on-site public water distribution lines necessary
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 8
to serve the Property (the "On-Site Public Water Infrastructure"). Such infrastructure
may be constructed and dedicated to the City in phases and may be constructed
simultaneously with construction of the Off-Site Water Infrastructure. The Owner agrees
to build the water and sewer infrastructure to City standards through City's plan review,
CFA, inspection and acceptance processes.
4.06 Fees.
(a) Impact Fees. The City may assess and collect water impact fees adopted
and amended by the City in accordance with Chapter 395 of the Texas Local Government
Code and the City's impact fee ordinance on the same terms as if the Property were
located within the City's corporate limits. Water impact fees shall be assessed at the time
of recordation of a final plat and collected at the time an application for an individual
meter connection to the City's water system is filed, in accordance with Chapter 395 and
the City's impact fee ordinance, City Code Section 35-66, et seq., as it may be amended
from time to time
(b) Service Connection Fees. Tap or service connection fees and meter deposits
for water service provided within the Property by the City shall be the same as if the
services are provided within the City's corporate limits.
(c) Review and Process Fees. The City may collect fees for IPRC review, CFA
processing, TPW inspection, backflow prevention permitting and inspection and water
sampling lab fees,material testing administration fees and material testing fees with third
party related to the public water and sewer infrastructure.
(d) Other Fees. The City may collect front footage charges calculated in
accordance with Sections 35-58 of the City Code, et. seq and water main capacity charges
calculated in accordance with Sections 35-87 of the City Code, et. seq.) provided the
collection of such fees is consistent with the approved water study and this Agreement.
ARTICLE V
RETAIL WASTEWATER SERVICE;
OFF-SITE AND ON-SITE PUBLIC WASTEWATER INFRASTRUCTURE
5.01 Retail Wastewater Service. Upon (i) approval by the City of a wastewater
study submitted by Owner; (ii) construction by Owner and acceptance by the City of the
On-Site Wastewater Infrastructure; (iii) construction and acceptance by the City of the
applicable Off-Site Water Infrastructure in accordance with Section 5.03; and (iv)
payment of the fees described in Section 5.07, the City shall provide retail wastewater
service to the Property on the same terms and at the City's generally applicable rates for
comparable classes of customers outside the City's corporate limits.The City's generally
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 9
applicable rates for comparable classes of in-city customers will apply to portions of the
Property annexed by the City pursuant to Section 9.02.
5.02 Off-Site Public Wastewater Infrastructure; Connection to the City's
Wastewater S ste . The 606.132 acres of land described in Exhibit A will be served by
the 36-inch sewer main constructed as City Sewer Project#101118,the 30-inch sewer main
constructed as City Sewer Project #101126 and the 21-inch, 24-inch, 27-inch and 30-inch
sewer mains constructed as City Project No. 101478, as shown on Exhibit F (collectively,
the Brookfield/McKelvey Cole Mains"), in accordance with the sewer study approved
by the City on October 2, 2017. Owner has dedicated easements to the City, at no cost
to the City and the Property has been allocated 1,889 gpm (2.72 MGD) wastewater
treatment capacity from the Brookfield/McKelvey Cole Mains, consisting of 1,107 gpm
allocated pursuant to the will serve letter dated April 29, 2018 and reallocation of 782
gpm from the Cole East development (the "Available Wastewater Capacity").
Notwithstanding any other provision of this Agreement, the initial 1,107 gpm of the
Available Wastewater Capacity utilized for development of the Property will not be
subject to sewer per acre charges or any comparable capacity charges by the City. Flows
exceeding 1,107 gpm up to 1,889 gpm shall be subject to sewer per acre charge set out in
Ordinance No. 24563-12-2020 and no other sewer per acre or comparable capacity
charges. If the Property or the Additional Property requires more than 1,889 gpm of
wastewater treatment capacity, Owner will pay the per acre charge toward the City
oversizing on Project No. 101478, Project No. 101126 and future parallel sewer adjacent
to City Project No. 101118,as applicable, pursuant to ordinances adopted by the City,for
flows exceeding 1,889 gpm. If there is no parallel sewer project adjacent to City Project
No. 101118, then Owner is required to install the parallel sewer sized to provide the
additional capacity needed to develop the Property and the Additional Property, with
City cost participation for oversizing, prior to any development beyond the Available
Wastewater Capacity. If the development is a large sewer discharger of industrial or
extreme high density mixed use, then sewer capacity charge based on a peak process
wastewater loading will apply in accordance with the City's generally applicable
requirements.
5.03 Off-Site Public Wastewater Infrastructure; Connection to the City's
Wastewater System by the Additional Land. Section 5.02 does not apply to Additional
Land, if any, that may be added to this Agreement pursuant to Section 3.04. If Owner
adds Additional Land to this Agreement,Owner shall submit an updated sewer study to
the City for such Additional Land to determine if the capacity is sufficient to serve the
Additional Land, subject to approval by the City of the updated sewer study, depending
on the uses developed on the Property. Since the developer's total sewer demand
connection points are upstream from the original studies allocations on the Brookfield
and McKelvey Cole Mains,then the developer must submit a revised sewer study and, if
demand exceeds the Available Wastewater Capacity, sewer main downstream of the
revised connection may need to be upsized. If the total sewer demand for all of the
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 10
Property and the Additional Land during subdividing and/or permitting phase remains
within the Available Wastewater Capacity, the Owner or buyers of the property when
subdivided have no further obligations in connection with design and construction of the
Brookfield or the McKelvey Cole Mains. However, if the developments' total sewer
demand during the subdividing or permitting phase exceeds the Available Wastewater
Capacity,then additional sewer per acre charges will apply if a parallel sewer adjacent to
City Project No 101118 is being constructed If the development is a large sewer discharger
of industrial or extreme high density mix use then sewer capacity charge based on a peak
process wastewater loading will apply in accordance with the City's generally applicable
requirements. If the parallel sewer adjacent to the City Project No. 101118 does not
exist, then the Property Owner will be required to install the parallel sewer main to
provide the additional capacity needed to develop the Property and the Additional
Property, with City cost participation for oversizing, prior to any development beyond
the Available Wastewater Capacity.
5.04 On-Site Public Wastewater Infrastructure. Owner shall design and
construct or cause to be designed and constructed all on-site public wastewater
distribution lines necessary to serve the Property (the "On-Site Public Wastewater
Infrastructure"). Such infrastructure may be constructed and dedicated to the City in
phases. The Owner agrees to build the water and sewer infrastructure to City standards
through City's plan review, CFA, inspection and acceptance processes.
5.05 Fees.
(a) Impact Fees. The City may assess and collect wastewater impact fees
adopted and amended by the City in accordance with Chapter 395 of the Texas Local
Government Code and the City's impact fee ordinance on the same terms as if the
Property were located within the City's corporate limits. Wastewater impact fees shall
be assessed at the time of recordation of a final plat and collected at the time an
application for an individual meter connection to the City's water system is filed, in
accordance with Chapter 395 and the City's impact fee ordinance, City Code Section 35-
66, et seq., as amended from time to time.
(b) Review and Process Fees. The City may collect fees for IPRC review, CFA
processing,TPW inspection,material testing administration fees and material testing fees
with third party related to the public sewer infrastructure. The City shall collect fees for
pre-treatment permitting/application fee if the development is commercial or industrial
use.
(c) Other Fees. The City may collect front footage charges calculated in
accordance with Sections 35-58 of the City Code as amended, et. seq, and sewer per acre
charges calculated in accordance with Sections 35-81 of the City Code as amended, et.
seq., provided the collection of such fees is consistent with the approved wastewater
study and this Agreement. If a proposed industrial user with large wastewater loading,
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Alliance West,LP and Denton County Land and Cattle,LP Page 11
then the wastewater capacity assessment may apply instead of sewer per acre charge, in
accordance with the City's generally applicable requirements.
Section 5.06. Wastewater Certificate of Convenience and Necessity. Owner
supports addition of the Property and the Additional Property to the City's wastewater
certificate of convenience and necessity ("CCN") when the City obtains such CCN.
ARTICLE VI
WATER AND WASTEWATER CONSTRUCTION STANDARDS, OPERATION,
AND MAINTENANCE OF WATER AND WASTEWATER INFRASTRUCTURE
6.01 General.
(a) Infrastructure Standards. Owner shall design and construct all Water
Infrastructure and Wastewater Infrastructure in compliance with the City Infrastructure
Standards.
(b) Plan Review; Payment of Fees; and Pre-Construction Conference.
Construction of the On-Site Water Infrastructure or On-Site Wastewater Infrastructure
shall not commence until the plans and specifications have been reviewed and accepted
for compliance with the Governing Regulations; the applicable Plan Review, CFA Fee,
Inspection Fees, Water Lab Fees, Material Testing Administration Fees have been paid;
and a pre-construction conference has been held by the prequalified contractor hired to
construct such infrastructure and representatives of the City's Water Department.
(c) Community Facilities Agreements. Construction of On-Site Water
Infrastructure or On-Site Sewer Infrastructure shall not commence until a Communities
Facilities Agreement ("CFA") has been executed in accordance with the CFA Ordinance.
(d) Oversizing of Infrastructure. The City shall not require Owner to design or
construct at its expense (or pay for designing or constructing) Infrastructure that exceeds
the capacity needed to serve the Property. The City may elect to oversize Infrastructure
in accordance with City requirements, including without limitation the City of Fort
Worth's Water Department's Installation Policy and Design Criteria for Water,
Wastewater, and Reclaimed Water Infrastructure (May 2019) as amended and
Community Facilities Agreement Ordinance No. 23656-05-2019 as amended.
6.02 Plan Review;Inspection; and Dedication of Water and Sewer Infrastructure;
(a) Plan Review. Owner shall submit plans and specifications prepared by a
prequalified contractor for water and wastewater infrastructure to serve the Property to
the City for review and approval.
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Alliance West,LP and Denton County Land and Cattle,LP Page 12
(b) Inspections. City employees ("City Inspectors") shall perform all
inspections and testing of the Water Infrastructure and Wastewater Infrastructure as such
infrastructure is constructed. Owner shall notify the City Inspector when the Water
Infrastructure and Wastewater Infrastructure, or any portion thereof, are ready for final
inspection. If the City Inspector concurs that construction of such Infrastructure is
complete,the City Inspector will schedule a final inspection. No connection to the system
may be made until the Owner has successfully passed testing and inspection. Upon such
final inspection and correction of any punch list items and final documentation related to
completion of such infrastructure, written certification by the City Inspector that the
Water Infrastructure Improvements or Sewer Infrastructure Improvements have been
constructed in compliance with the City Infrastructure Standards shall constitute
compliance with all inspection requirements. The City shall issue a letter to Owner
approving Water Infrastructure or Wastewater Infrastructure within fifteen (15) days
after all requirements are met.
(c) Private On-Site Water and Wastewater Plumbing Inspection. During County
building permit inspection. City employees or pre-qualified third party backflow
inspector shall perform all inspections and testing of private on-site water and
wastewater plumbing. Owner will schedule such inspections through the City's
backflow permitting process and fireline testing so that City's backflow staff will be
present for such testing.
(d) Pre-Treatment Inspection. During County's building permit inspection. City
employees shall perform all pre-treatment inspections and testing. Owner will schedule
such inspections through the City's pre-treatment permitting process so that City's
pretreatment staff will be present for such pre-treatment inspection. The developer with
industrial pre-treatment requirements per City's standards will collaborate with the City
for regular on-going pre-treatment compliance to the customer's approved pre-treatment
permitting limits.
(e) Installation of Water Meters. The City shall install water meters requested by
Owner after all the public water and sewer mains are final accepted for the associated or
any parent child related public water and/or sewer main projects required for the
associated final plat(s) in accordance with Community Facilities Agreement Ordinance
No. 23656-05-2019 within three (3) business days after payment of meter deposit and
water impact fees.
(f) Access by City Employees. Any duly authorized employee of the City
bearing proper credentials and identification shall be granted access to any property
within the Property as the City may determine necessary for the purpose of inspection
and testing of water Infrastructure or sewer Infrastructure.
(g) Easement Dedication to the City. Within thirty (30) days after Owner
receives a letter from the City approving Water Infrastructure Improvements or Sewer
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Alliance West,LP and Denton County Land and Cattle,LP Page 13
Infrastructure Improvements in accordance with subsection (b) above, Owner shall
dedicate such Infrastructure to the City along with all appurtenant easements and rights-
of-way. Following dedication of any portion of the Water Infrastructure Improvements
or Sewer Infrastructure Improvements to the City, the City shall have full ownership,
control and maintenance obligations for such Infrastructure. No pre-construction
meeting shall be scheduled for the public water and sewer mains until these associated
easements are provided to the City for recording. In the event Owner grants an exclusive
easement to the City, the City agrees to grant subsequent encroachment agreements for
improvements that cross the easement subject to meeting the City's criteria for utility
crossings.
(h) As-Built Drawings. Owner and Contractor shall deliver as-built drawings
for all Water Infrastructure Improvements and Sewer Infrastructure Improvements to the
City within 30 days after final inspection.
ARTICLE VII
CONSTRUCTION AND DEDICATION OF ROADS
All roads within the Property shall be designed and constructed by Owner in
accordance with the Road Standards set out in Exhibit D.
ARTICLE VIII
FEES
8.01 City Development Fees. Development of the Property shall be subject to
payment to the City of the following fees and charges according to the fee schedule
adopted by the City Council and uniformly applicable to all development with the
corporate limits of the City:
(a) Fees and charges for review of waste and wastewater infrastructure
plans ("City Plan Review Fees");
(b) Fees and charges for inspections of water and sewer infrastructure
("City Infrastructure Inspection Fees");
(c) Water fees described in Section 4.06;
(d) Wastewater fees described in Section 5.05
8.02 Exclusive Fees. Except for the fees listed in Section 8.01, no other fees or
charges of any kind are due and payable to the City in connection with the development
of the Property or the provision of retail water or wastewater service to the Property.
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Alliance West,LP and Denton County Land and Cattle,LP Page 14
ARTICLE IX
ANNEXATION
9.01 Continuation of ETJ Status. Except for annexation of the Property in phases
in accordance with Section 9.02, the Property shall remain in the City's ETJ and shall be
immune from annexation. The City guarantees the continuation of the ETJ status of the
Property except for annexation in accordance with Section 9.02.
9.02 Full Purpose Annexation. During the term of this Agreement, each
Structure constructed on the Property shall remain in the City's ETJ for a minimum of
five years after construction is complete and the Structure is connected to the City's water
and wastewater systems. After such five-year waiting period for a Structure expires, the
City shall have the right, but not the obligation, to annex the Structure and the platted
lot(s) on which the Structure and accessory improvements, including parking for the
Structure, are located. Nothing shall prohibit Owner from requesting annexation of a
portion of the Property at any time during the term of this Agreement.
ARTICLE X
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 earlier to occur of: (a)
November 15, 2045; or (b) full purpose annexation of all of the Property pursuant to
Article IX.
ARTICLE XI
BREACH,NOTICE AND REMEDIES
11.01 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.
11.02 Cure of Breach. The breaching Party shall commence curing such breach
within fourteen(14)calendar days after receipt of such Notice and shall complete the cure
within fourteen(14) calendar days from the date of commencement of the cure;however,
if the breach is not reasonably susceptible to cure by the breaching Party within such
fourteen (14) day period, the non-breaching Party shall not bring any action so long as
the breaching Party has commenced to cure the default within such fourteen (14) day
period and diligently completes the work within a reasonable time (not to exceed an
additional thirty (30) days) without unreasonable cessation of the work.
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Alliance West,LP and Denton County Land and Cattle,LP Page 15
11.03 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. No default under this
Agreement shall entitle the aggrieved Party to suspend performance under this
Agreement unless the portion of the Property for which performance is suspended is the
subject of the default (for example, the City shall not be entitled to suspend its
performance with regard to the development of"Tract X" by "Developer A" based on the
grounds that Developer A is in default with respect to any other tract or based on the
grounds that any other developer is in default with respect to any other tract) unless the
default is in the nature of the failure to undertake a shared obligation as between such
tracts or developers.
ARTICLE XII
ADDITIONAL PROVISIONS
12.01 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;
and (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. 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 12.01.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 16
To the City:
City of Fort Worth, Texas
200 Texas Street
Fort Worth, Texas 76102
Attn: City Manager
City of Fort Worth, Texas
200 Texas Street
Fort Worth, Texas 76102
Attn: Development Services Director
To Owner:
Alliance West, L.P.
Denton County Land and Cattle, LP
PO Drawer S
Denton,TX 76202
Attn: Jennifer Alexander
Denton County Land and Cattle, LP
6600 France Ave S, #550
Minneapolis, MN 55435
12.02 Assignment.
(a) By Owner to Successor Owners. Owner has the right (from time to time
without the consent of the City, but upon written Notice to the City) to assign this
Agreement, in whole or in part, and including any obligation, right, title, or interest of
Owner under this Agreement, to an Assignee that is an owner of any portion of the
Property or will become an owner of any portion of the Property within 15 days after the
assignment (an "Assignee"). Each assignment shall be in writing in substantially 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 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 15 days after execution, Owner shall
not be released until the City receives such assignment. No assignment by Owner shall
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 17
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
Assignees, including a copy of each executed assignment and the Assignee's Notice
information as required by this Agreement, and, upon written request from any Party or
Assignee, shall provide a copy of such records to the requesting person or entity.
(b) By 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 Property (a "Non-Owner
Assignee"). Each assignment shall be in writing executed by Owner and the Non-Owner
Assignee in substantially the form attached hereto as Exhibit F 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 15 days after execution. If the City
approves the Non-Owner Assignee in 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.
(c) 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.
12.03 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
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 18
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 becomes an Assignee pursuant to this Section 12.03. A Lender becomes an
Assignee with respect to any portion of the Property only when: (a) the Lender holds fee
simple title to such portion of the Property for more than one year; or(b) holds fee simple
title to such portion of the Property and takes any action to develop such portion of the
Property (excluding action ordinarily and customarily taken by lenders to protect the
value of unimproved land and to prepare such unimproved land for sale to prospective
purchasers). Notwithstanding the foregoing, however,this Agreement shall continue to
bind the Property and shall survive any transfer, conveyance, or assignment occasioned
by the exercise of foreclosure or other rights by a Lender,whether judicial or non-judicial.
Any purchaser from or successor owner through a Lender of any portion of the Property
shall be bound by this Agreement and shall not be entitled to the rights and benefits of
this Agreement with respect to the acquired portion of the Property until all defaults
under this Agreement with respect to the acquired portion of the Property have been
cured.
12.04 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 Denton County,
Texas, and shall provide a file-marked copy of the recorded Agreement to the Planning
and Development Director within ten(10)days after its execution. This Agreement shall
be binding upon the Property, the City, Owner, any Lender that has become an
Assignee, and and other Assignee, and their respective successors and assigns. The
Parties agree that this Agreement benefits and burdens the Property and touches and
concerns the Property. The rights and obligations under this Agreement are intended to
be covenants running with the Property. Notwithstanding the foregoing,this Agreement
is not binding upon,and shall not constitute any encumbrance to title as to any Lot Owner
except each Lot Owner is bound by Article II during the term of this Agreement.
12.05 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.
12.06 Reservation of Rights and Claims. This Agreement constitutes a "permit"
as defined in Chapter 245, Texas Local Government Code, as amended, that is deemed
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 19
filed with the City on the Effective Date. Owner does not, by entering into this
Agreement, waive any rights arising under Chapter 245, as amended, under Chapter 43
of the Local Government Code, as amended, or under any other provision of law.
12.07 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 DENTON COUNTY,TEXAS,AND HEREBY SUBMIT TO THE
JURISDICTION OF THE COURTS OF DENTON COUNTY,TEXAS, AND HEREBY AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
12.08 Performance Requirements; Force Majeure. Time is of the essence in the
performance by the Parties of their respective obligations under this Agreement.
Whenever performance is required, the Party must use good faith and due diligence to
perform and take all necessary measures to perform,but if completion of performance is
delayed by reason of acts of God, civil commotion,terrorism, strikes, picketing, casualty,
or other similar matter beyond the reasonable control of the Party, then the time for
performance will be appropriately extended by the amount of delay so caused, and the
Party so delayed shall resume full performance at the earliest possible time.
12.09 Severability. The provisions of this Agreement are severable and, in the
event 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 provision so severed which new provision shall, to the
extent possible, accomplish the intent of the Parties evidenced by the provision so
severed.
12.10 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.
12.11 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
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 20
perform any further acts or things as the other Party may reasonably request to effectuate
the terms of this Agreement.
12.12 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
12.13 Amendment. This Agreement may be amended only with the approval of
the City Council and the written consent of all Owners of at least 10 acres within the
Property. Consent of any homeowners association or property owners association shall
not be required for amendment of this Agreement.
12.14 Interpretation. The Parties acknowledge that each party and, if it so
chooses, its counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or any amendments
or exhibits hereto. As used in this Agreement, the term "including" means "including
without limitation" and the term "days" means calendar days, not business days.
Wherever required by the context, the singular shall include the plural, and the plural
shall include the singular. Each defined term herein may be used in its singular or plural
form whether or not so defined.
12.15 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.
12.16 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.
12.17 Recitals. The recitals contained in this Agreement: (a) are true and correct
as of the Effective Date; (b) contribute to the basis upon which the Parties negotiated and
entered into this Agreement; and (c) reflect the final intent of the Parties as stated therein.
In the event it becomes necessary to interpret any provision of this Agreement,the intent
of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the
maximum extent possible, given full effect. The Parties have relied upon the recitals as
part of the consideration for entering into this Agreement and, but for the intent of the
Parties reflected by the recitals, would not have entered into this Agreement.
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 21
12.18 Exhibits. All exhibits attached to this Agreement are incorporated as part
of this Agreement for the purposes set forth herein, as follows:
Exhibit A Map of the Property
Exhibit B Legal description of the Property
Exhibit C Concept Plan
Exhibit D Road Standards
Exhibit E Off-Site Water Infrastructure
Exhibit F Off-Site Wastewater Infrastructure
Exhibit G Form of Assignment and Assumption Agreement
Exhibit H Brookfield Water Will Serve Letter
12.19 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 Property.
12.20 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.
12.21 Counterpart Originals. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 22
��k4�
FORr�aa
ATTEST: �►o° 0 CITY OF FORT WORTH
0.0
... 0
° °2° °Tanne fe S. Goodall d °°° o Dae�Jannette S.Goodall(Dec 13,202113:56 CST) �� °°0ppppO°o � By: Dana Burghdoff(Dec 10,20210 :19 CST)
City Secretary a�>Z nEXpSaap J Dana Burghdoff, Assistant City
Manager
APPROVED AS TO FORM AND
I G F,4 - onaz-Reyno%Is
Ch rista R.Lo pez-Reyn ol ds(Dec 9,202111:03 CST)
Assistant City Attorney
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the 13tnday of December
2021, by Dana Burghdoff, Assistant City Manager of the City of Fort Worth,Texas on
behalf of said City.
ma"'-64'yam
Maria Sanchez(Dec 13,202111:17 CST)
Notary Public,State of Texas
Printed Name: Maria S.Sanchez
My Commission Expires: 12/19/21
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including enduring all performance and reporting
requirements.
By:Mary Ellio 2/9/2021(Dec 9,202111:32 C T)
Name: Mary Elliott
Position: Planning Manager
OFFICIAL RECORD
Development Agreement Between City of Fort Worth, CITY SECRETARY
Alliance West,LP and Denton County Land and Cattle,LP FT. WORTH, TX
OWNER
Alliance West,LP,
A Texas limited partnersl-dp
By: Alliance West GP, LLC
Its General Partner
By:
Jennifer tlelancter,Manager
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on this_30._day of_
2021, by Jennifer Alexander, Manager of Alliance West GP, LLC, general partner of
Alliance West,LP,on behalf of said limited partnersH}n
� ' I
Kofif Public, ate of Texas
STACEE MCCLAIN Printed Name: N.�t,u 1. �' 0(21a. .n_ ...
+ Notary ID#4099683
My Commission Expires
January 30, 2023 My Commission Expires:
Development Agreement Between City of Fort Worth, OFFICIAL RECORD
Alliance West,LP and Denton County Land and Cattle,LP CITY SECRETARY
FT. WORTH, TX
Denton County Land and Cattle, I,P,
A Delaware limited partnership
By: DCL.0 GP, LLC, a Delaware limited liability company,
Its general partner
z XW
Matthew L. Karl, Manager
STATE, OF_)ktno QSo+t §
§
COUNTY OF i §
This instrument was acknowledged before me on this clay of.bQC4rn6,Q
2021, by Matthew L. Karl, Manager of DCLC GP, LLC, a Delaware limited liability
company, general partner of Denton County Land and Cattle, LP, on behalf of said
limited partnership.
�a�"""' Ma DartL
Notal'y7tiblic,State of Texas 1►1;nn.eso+a
Notary Pub
' Minnesot PrintedName: Kahl A• �clr: •� 6y Cmrr �-
My Commission Expires: 0 1�3t )W DS.
OFFICIAL RECORD
Development Agreement Behvicen City of Fort Worth, CITY SECRETARY
Alliance West,LP and Denton County Land and Cattle,LP
FT. WORTH, TX
Exhibit A
Map of the Property
Exhibit A to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP
EXHIBIT "All
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Exhibit S
Legal Description of the Property
Exhibit B to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP
EXHIBIT "B"
TRACT 1
BEING a tract of land situated in the J. Gilbert Survey, Abstract No. 495, the J. Burns
Survey, Abstract No. 76, and the C. Perry Survey, Abstract No. 1031 , in Denton
County, Texas, being all of a tract conveyed to Alliance West LP, by deed recorded in
Document No. 2020-124950 of the Official Public Records, Denton County, Texas
(OPRDCT), with the subject tract being more particularly described as follows:
BEGINNING at a point in John Day Road, a county—maintained road, for the northwest
corner of a Tract 3 conveyed to Alvis and Mary Smith by deed recorded in Document
No. 2009-48473 OPRDCT, from which a 1 " iron rod found for witness bears N
89°46'18" E, 15.00 feet;
THENCE N 00°09'55" E, 1976.39 feet along John Day Road to a 1/2" iron rod with
plastic cap found for a bend in said road;
THENCE S 89°55'53" E, 609.67 feet continuing along John Day Road to a 1/2" iron
rod with plastic cap found for a bend in said road, and from which a MAG nail found
bears N 46°15'24" W, 25.62 feet;
THENCE N 00°00'54" E, 2472.29 feet continuing along John Day Road to a MAG nail
found for the intersection thereof with the south line of State Highway 114, a variable
width right—of—way, the right—of—way thereof being conveyed by lis pendens to the
State of Texas, recorded in Document No. 2017-106999 OPRDCT
THENCE along the south line of said highway right—of—way, the following:
S 89°29'04" E, 616.46 feet;
A tangent curve to the right having a central angle of 02°04'25", a radius of
10692.00 feet, a chord of S 88°26'52" E — 386.94 feet, an arc length of 386.96
feet;
S 87°24'39" E, 374.05 feet to a TxDOT aluminum monument found;
A tangent curve to the left having a central angle of 02°47'04", a radius of 10932.00
feet, a chord of S 88°48'1 1" E — 531 .22 feet, an arc length of 531 .27 feet to a
TxDOT aluminum monument found;
N 89`48'17" E, 1922.68 feet;
S 85°37'17" E, 150.48 feet; PAGE 1 OF 3
IVSPIARS
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EXHIBIT "B"
TRACT 1
A tangent curve to the right having a central angle of 04°05'49", a radius of
4695.97 feet, a chord of S 88°08'49" E — 335.72 feet, an arc length of 335.79
feet;
A reverse curve having a central angle of W05'49", a radius of 4695.97 feet, a
chord of S 88°08'49" E — 335.72 feet, an arc length of 335.79 feet;
And N 89°48'17" E, 827.33 feet to a 1/2" iron rod with plastic cap stamped
"SPIARSENG" set for the northwest corner of a tract conveyed to Enterprise Texas
Pipeline LLC, recorded in Document No. 2009-64232 OPRDCT;
THENCE S 00°03'01 " E, 1457.28 feet along the west line thereof to a point in a creek
for a northerly corner of a tract conveyed to the BNSF Railway Company, recorded in
Document No. 2010-48943 OPRDCT;
THENCE along said creek, the following:
S 86°16'20" W, 412.14 feet;
S 76°18'21 " W, 413.91 feet;
S 02°22'38" W, 232.49 feet;
S 84°57'37" W, 259.86 feet;
N 38°03'57" W, 346.27 feet;
And N 67°18'53" W, 814.19 feet to an inset corner of said BNSF tract;
THENCE S 00°20'34" W, 3113.94 feet along the west line thereof to a point being the
northeast corner of a remainder of the tract conveyed to the M.T. Cole Family
Partnership #2, recorded in Document No. 2009-102750 OPRDCT;
THENCE S 89°46'53" W, along the north line of said remainder,
passing at 42.96 feet a 5/8" iron rod with plastic cap found
for the northeast corner of a tract conveyed to Susan Lori
Dobson, et al, recorded in Document No. 2009-18798 OPRDCT,
and continuing along the north line thereof a total distance of
2034.09 feet to a 5/8" iron rod with plastic cap found for PAGE 2 OF 3
the northwest corner thereof, and being the northeast corner gnSPIARS
of a tract conveyed to Marjorie Ann Pate, recorded in
Document No. 93 ROO16238 OPRDCT; ENGINEERING&SURVEYING
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EXHIBIT "B"
TRACT 1
THENCE N 89°57'42" W, 686.07 feet along the north line thereof to a point for corner;
THENCE S 89°16'21" W, continuing along the north line of said Pate tract, passing at
215.76 feet the northwest corner thereof, a point being the northeast corner of Tract
1 conveyed to Alvis and Mary Smith by deed recorded in Document No. 2009-48473
OPRDCT, and continuing a total distance of 313.46 feet to a point for corner;
THENCE N 89°56'47" W, continuing along the north line of said Tract 1 , passing
158.64 feet the northwest corner thereof and being the northeast corner of a tract
conveyed to the Brenda Cline Living Trust, recorded in Document No. 2012-68426
OPRDCT, and continuing a total distance of 318.06 feet to a point for corner;
THENCE S 89°35'50" W, continuing along the north line of said Cline tract, passing at
97.58 feet the northwest corner of said Cline tract and the northeast corner of said
Tract 3, and continuing along the north line thereof a total distance of 572.43 feet to
a point for corner;
THENCE S 89°46'18" W, continuing along the north line of Tract 3, passing at 484.02
feet the aforementioned 1" iron rod found, and continuing a total distance of 499.02
feet to the POINT OF BEGINNING with the subject tract containing 21 ,189,939 square
feet or 486.454 acres of land.
PAGE 3 OF 3
IVSPIARS
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EXHIBIT "B"
TRACT 2
PROPERTY DESCRIPTION
BEING a tract of land situated in the John F. Gilbert Survey,Abstract No.495, Denton County,Texas, and
being all of that certain tract of land described by deed to Denton County Land &Cattle, LP recorded in
Document Number 2020-156352, Deed Records, Denton County,Texas,said tract of land being more
particularly described by metes and bounds as follows:
COMMENCING at a point in the approximate centerline of John Day Road,the southwest corner of that
certain tract of land as described by deed to Alliance West, LP, recorded in County Clerk's Document
Number 2019-41700, Deed Records, Denton County,Texas and from which found 1" iron rod bears
North 89°46'49" East,a distance of 14.34 feet;
North 89°46'49" East,with the south line of said Alliance West LP tract, a distance of 4,379.33 feet to a
point for the POINT OF BEGINNING of herein described tract of land, in a west line of that certain tract
of land as described by deed to BNSF Railway Company, recorded in County Clerk's Document Number
2010-48943, Deed Records, Denton County,Texas,from which found 8" cedar post bears South
00°13'11" East, a distance of 2.08 feet and found 5/8" iron rod bears North 08°42'44" East, a distance of
2.10 feet;
THENCE South 00°13'11" East,with the west line of said BNSF Railway Company tract, a distance of
2,549.39 feet to a 5/8" iron rod with yellow cap stamped "DUNAWAY ASSOC. LP set for the southwest
corner of said BNSF tract, in the approximate centerline of John Day Road,from which 5/8" iron rod
bears South 33°02'37" East, a distance of 0.60 feet and 1" iron rod bears North 00°48'25" East, a
distance of 10.82 feet;
THENCE South 89°46'49"West,with the approximate centerline of said John Day Road, a distance of
2,094.64 feet to a 60D nail with a shiner stamped "DUNAWAY ASSOC, LP set for the southeast corner of
that certain tract of land as described by deed to Marjorie Ann Pate, recorded in County Clerk's
Document Number 1977-9051, Deed records, Denton County,Texas and from which a 1/2" iron rod
leaning southeast bears North 08°07'44" East, a distance of 1.28 feet;
THENCE North 01°52'32" East,departing the approximate centerline of said John Day Road,with the
east line of said Marjorie Ann Pate tract, a distance of 879.94 feet to a point within Cattle Guard;
THENCE North 02°07'44" East, continuing with the east line of said Marjorie Ann Pate tract, a distance
419.96 feet to a point and from which a 1/2" iron rod found in 30" Hackberry Tree bears North
01°57'27" East,a distance of 0.69 feet;
THENCE North 02°15'32" East,with the east line of a tract 2 conveyed to Marjorie Ann Pate recorded in
County Clerk's Document Number 1993-16238, Deed records, Denton County,Texas, a distance of
1,251.61 feet to a 5/8" iron rod with yellow cap stamped "DUNAWAY ASSOC. LP set in the south line of
said Alliance West, LP tract and from which 5/8" iron rod with illegible blue cap found bears North
62°53'37" West, a distance of 2.18 feet;
THENCE North 89°46'49" East,with the south line of said Alliance West LP tract,a distance of 1,991.13
feet to the POINT OF BEGINNING and containing a calculated area of 5,213,212 square feet or 119.678
acres of land.
PAGE 1 OF 1
Exhibit C
Concept Plan
Exhibit C to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP
° R T y EXHIBIT Ilcll
CONCEPT PLAN
FOR ALLIANCE WEST
DENTON COUNTY, TX
500 0 500 1,000 LEGEND
1" = 1,000'
Basis of bearing: Land Use-City of Fort Worth Zoning District D,K, or ISStandards
State Plane Coordinate
System, North Texas
Central Zone 4202, North � Land Use-City of Fort Worth Zoning District K Standards
American Datum of 1983.
Adjustment Realization
2011.
STATE HIGHWAY114
variable width ROW
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Doc. No. 2020-124950 OPRDCT
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Exhibit D
Road Standards
Standards for fire apparatus roads/emergency access easements internal to each lot:
(1) Easement width. Fire lanes shall not be less than 24 feet wide (26 feet for
multifamily) at the outer easement lines and clear of all lateral obstructions.
(2) Vertical obstructions. There shall be no vertical obstruction of a fire lane within
the area between the top of the paving surface to a vertical height of 14 feet.
(3) Roadway paving surface. A reinforced concrete paving surface with stabilized
subgrade shall comprise the roadway. The roadway shall be centered within the
easement at a width of not less than 24 feet (26 feet for multifamily),face to face of curbs
if constructed, and capable of supporting a 12,500 pound wheel load.
(4) Turnouts. Fire lane turnouts shall not be less than a 25-foot inside turning radius,
and a minimum outside turning radius of 50 feet,measured at both the easement line and
roadway paving surface edge.
(5) Dead-end turnarounds. All dead-end fire lanes in excess of 150 feet in length shall
be provided with a turnaround meeting the city's geometric and surfacing standards for
a standard cul-de-sac design, or other such configuration and design as approved by the
fire department.
(6) Grade. Grade incline of fire lanes shall not exceed 10% or be less than 0.50%.
(7) Markings. Fire lane markings and striping shall comply with fire code
requirements and fire department policy.
(8) Such roadways shall be maintained by the owner of the lot on which such
roadway is constructed.
Standards for reciprocal access easements that provide access from all lots to SH 114:
(1) Easement width. The unobstructed easement width shall not be less than 24 feet
(26 feet for multifamily).
(2) Roadway width and paving surface. The easement paving width shall not be less
than 24 feet (26 feet for multifamily),and centered within the unobstructed access
easement. A reinforced concrete paving surface with stabilized subgrade capable of
supporting a 12,500-pound wheel load shall be provided as the roadway travel surface.
Exhibit D to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 1
(3) Turnouts. Turnouts shall not have less than a 25 foot interior radius measured at
the vertex of the easement lines and an outside radius of 50 feet.
Exhibit D to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 2
Exhibit E
Off-Site Water Infrastructure
Exhibit E to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP
° R T EXHIBIT "E"
OFFSITE WATER
INFRASTRUCTURE
1,500 0 1,500 3,000
1" = 3,000,
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Exhibit F
Off-Site Wastewater Infrastructure
Exhibit F to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP
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Exhibit G
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 the Owner under that certain
Development Agreement (City Secretary Contract No. M & C - ) (the
"Agreement") effective as of , between the City of Fort Worth
and Alliance West, L.P., a Texas limited partnership, and Denton County Land and
Cattle,LP,a Texas limited liability company,relating to the development of the Property
(as described therein), to the extent that the Agreement covers, affects, and relates to the
lands described on Exhibit A attached to and made a part hereof of this Assignment for
all purposes (the "Transferred Premises").
B. Assignor desires to assign [all] [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 respective meanings as are 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
Exhibit G to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 1
date of this Assignment, and Assignor is hereby released from all such obligations and
liabilities from and after the 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.
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 has been prepared in
multiple counterparts,each of which shall constitute an original hereof,and the execution
of any one of such counterparts by any signatory shall have the same force and effect and
shall be binding upon such signatory to the same extent as if the same counterpart were
executed by all of the signatories. Facsimile copies of signatures may be appended hereto
with the same force and effect as legally delivered original signatures.
6. Authority to Execute. Assignee represents and warrants that this
Assignment has been approved by appropriate action of Assignee and that the individual
executing this Assignment on behalf of Assignee has been authorized to do so.
7. Notice to City. A copy of this Assignment shall be provided to the City
within fifteen (15) days after execution.
8. BindingE ffect. This Assignment shall be binding upon and shall inure to
the benefit of Assignor and Assignee and their respective heirs, personal representatives,
successors, and assigns.
EXECUTED as of the day and year first above written.
ASSIGNOR:
By:
Printed
Name:
Title:
Exhibit G to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 2
ASSIGNEE:
By:
Printed
Name:
Title:
Exhibit G to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 3
STATE OF TEXAS §
COUNTY OF §
This instrument was ACKNOWLEDGED before me on the day of
20 by the of
on behalf of said
Notary Public, State of Texas
My Commission Expires:
STATE OF TEXAS
§
COUNTY OF §
This instrument was ACKNOWLEDGED before me on the day of
20 , by the of
on behalf of said
Notary Public, State of Texas
My commission expires:
Exhibit G to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 4
EXHIBIT "A"
The Transferred Premises
Exhibit G to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 1
Exhibit H
Brookfield Water Will Serve Letter
Exhibit H to Development Agreement Between City of Fort Worth,
Alliance West,LP and Denton County Land and Cattle,LP Page 1
FORT WORTH(.;,
July 23, 2018
M.T.Cole Family Partnership#2
c/o Michelle Jones
Griffin&Jones 400 West Oak, Suite 300
Denton,Texas 76201
Re: Availability ofwater service to approximately 469 acres generally located
south of Highway 114 and immediately east of John Day Road,consisting
of the parcel labeled as the"Cole West Tract"on the attached map,to be
developed for multiple uses(collectively,the"Cole West Tract")
i
Dear Ms. Jones:
The City of Fort Worth will provide water service to serve the Cole West Tract under the
City's standard policies and regulations for provision of water service, upon annexation,
platting and after completion of the off-site water infiastructure construction by Forestar
Real Estate Group, Inc. and Brookfield Acquisitions, LP. described in Water Study 2018-
424-WSL. Attached is the signed letter from these two identities on the water extension.
Per the approved study, the maximum day water demand for the Cole West Tract will be
255 gpm of steady state flow and 1,500 gpm for fire flow from the Northside III water
main to serve property in the Northside II pressure plane.
Execution of a Community Facilities Agreement by Forestar Real Estate Group,Inc. and
Brookfield Acquisitions,LP with the City will be required for construction of such off-
site water infiastructure. When the property is subdivided, then the property owner is
required to execute CFAs for additional water extensions to each proposed lots per the
CFA policy.Upon construction of such infrastructure and acceptance by the City,the City
will reserve the stated maximum day demand in the infi•astructure to provide water service
to the Cole East Tract.
Yours very truly,
Wendy Chi-Babulal,EMBA, P.E.
Attachments:
Exhibit and Letter
Water Department
Strategic Operations Division
The City of Fort Worth*200 Texas Street*Fort Worth,Texas 76102
Tel: 817-392-8240*Fax: 817-392-8195
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July 18,2018
Ms.Wendy Chi-Babulal, P.E.
Engineering Manager
Fort Worth Water Department
1000Throckmorton Street
Fort Worth,Texas 76102
RE: Cost Participation in Alpha Ranch Water Line
Dear Wendy:
This letter serves to document our understanding of the line sizes to be used for the Alpha Ranch water
and sewer lines,as well as the city's oversizing component in both lines.
The sewer line has the following line sizes by segment,with the line sizes shown below and the
segments identified within the attached study:
-----Segment --Contributing Paf—;.y Size i'---Size with C itj Osversizing
, 21"
- B-C —,--- -- ——— 12" — �— 181,
C-D 1S" `— 18" -
-- D-DI ------- --- — — — 18" 24'
18" --------- -- ---- 2T
----- D2-D3 -- —-- 1» 30" ---
- — D3-1 -- 24" 3W
Per the approved study,this oversized line is intended to serve the entire Elizabeth Creek sewer basin
from the west terminus of the Trails of Elizabeth Creek sewer line to the western border of the Alpha
Ranch and Shale Creek tracts. The developer of this property,Brookfield Acquisitions,LP,will construct
the oversized line and will be reimbursed for the oversizing in accordance with the city's normal
reimbursement policy.
The water line,which originates at the Sendera Pump Station,goes generally northward to SH 114 and
generally eastward to connect to the NS II water lines to be constructed in the Trails of Elizabeth Creek
development.is designed to serve the contributing parties only,as indicated in the attached Technical
Memorandum from Pape-Dawson Engineers dated June 20,2018. That service includes 250 gallons per
minute of steady state and 1500 gallons per minute for fire flow from the Northside III water main to
Cole-West. The developer of this property,Brookfield Acquisitions,LP,will construct this line. The only
city oversizing for this line is at the Traditions connection. At this location,the city will reimburse the
developer for two short 24" laterals,one 24"x16"anchor tee,one 24"x12"anchor tee,and two 24"
valves with vault at that location,as shown on sheet 37 of the Brookfield OfFsite Water Main Extension
construction plans.
Both the Developer,Forestar(USA)Real Estate Group,Inc.,and the Landowner, Brookfield Acquisitions,
LP,agree with these terms and conditions and will submit construction plans,Community Facility
Agreements and financial guarantees to construct these facilities,on these basis,would like to request
that the Fort Worth Water Department issue will-serve letters for water and sewer to the owners of the
Cole West property as soon as possible so that easements can be obtained.
Sincerely,
Brookfield Acquisitions,LP., Forestar(USA)Real Estate Group,Inc.
a Texas limited partnership a Delawar Corporation
By: Centa mta r Terras LP.,
a Texas limited partnership
its general partner
By: CTMGT,LLC tt
a Texas limited liability company
its manager Vice President
By:
Mehrdad Moayedi,Manager