HomeMy WebLinkAboutContract 56897 Ci d"Y SECRETARY
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021 DEVELOPMENT AGREEMENT FOR MORNINGSTAR RANCH
THE STATE OF TEXAS §
COUNTY OF PARKER §
This 2021 Development Agreement for Morningstar Ranch (this "Agreement") is e'tered
into by the City of Fort Worth, Texas, a home-rule municipal corporation situated in T ant,
Denton, Parker, Johnson and Wise Counties, Texas (the "City"), acting by and through its duly
authorized Assistant City Manager, and FG Aledo Development, LLC, a Texas limited liability
company, and FWFW Holdings, Inc., a Texas corporation(collectively the "Owner").
ARTICLE I
RECITALS
A. Morning Star Ranch Municipal Utility District No. 1 of Parker County ("D strict
One") and Morningstar Ranch Municipal Utility District No. 2 of Parker County (District wo")
were created by order of the Texas Commission on Environmental Quality dated July 17, 2. 09.
B. Upon their creation, District One encompassed approximately 380.316 aches of
land and District Two encompassed approximately 356.829 acres of land, all in the City's
extraterritorial jurisdiction("ETJ") in Parker County (the "Original Property").
C. The owners of the Original Property and the City entered into that certain
Development Agreement effective January 29, 2008, City Secretary Contract No. 36202.
D. Owner subsequently became the owner of the Original Property.
E. Owner and the City entered into that certain Restatement of and Amendment to
CSC No. 36202 Development Agreement Between the City of Fort Worth, Texas and FWFW
Holdings, Inc. and FG Aledo Development, LLC for Morning Star effective August 21, 2015,
City Secretary Contract No. 36202-A1, as amended by CSC Contract No. 362 2-A2
(collectively, the "Current Development Agreement").
F. Owner is developing the Original Property in the City's ETJ as a single-funily
residential development known as Morningstar Ranch.
G. The City Council of the City adopted Resolution No. 5336-01-2021 on Jaivary
26, 2021 (the "Consent Resolution"), consenting to the addition of approximately 350.42 acres
of land described in Exhibit A to District Two (the "Additional Property" or"Lyon Ranch").
H. Upon annexation of the Additional Property by District Two, District One will
encompass approximately 557.4334 acres of land and District Two will encompass
approximately 530.3980 acres of land, as shown on Exhibit B.
I. It is Owner's intention to develop the Additional Property for single-family
residences as an extension of Morningstar Ranch (the "Development').
OFFICIAL RECORD
2021 Development Agreement for Morningstar Ranch-Page 1 CITY SECRE ARY
FT. WORTF I TX
J. The Development will consist of approximately 1,087 acres of land comprised of
the Original Property and the Additional Property, as described in Exhibit C (collectively, the
"Property").
K. The City Council's consent to annexation of the Additional Property by District
Two is subject to execution by the City and the appropriate parties of amendments to c rtain
agreements, including without limitation the Current Development Agreement.
L. The Parties have the authority to enter into this Agreement pursuant to Section
212.172 of the Local Government Code.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties agree as follows:
ARTICLE II
DEFINITIONS
"Accessory Use" means a use which is clearly incidental to the use of the Principal
Building or the primary use of the property and which is located on the same premises as the
primary use.
"Agreement"means this Development Agreement between the City and Owner.
"Assignee" means a successor to Owner as defined in Sections 9.02(b) and 9.03 cf this
Agreement.
"Board" means the board of directors of the District.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or
other instrument evidencing a proportionate interest in payments, due to be paid by the Di 3trict,
or (b) any other type of obligation that (1) is issued or incurred by the District and r the
District's borrowing power, without regard to whether it is subject to annual appropriation, and
(2) is represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but
shall not include reimbursement agreements entered into between the District and a developer of
the Development or bond anticipation notes.
"Building Codes" means the Building Codes, Sign Code and the Fire Code, as defined
herein, and all other City ordinances, regulations, policies, manuals and other requirements
applicable as of the Filing Date to the construction of Structures within the City's corporate
limits. Further, "Building Codes" includes all amendments to the foregoing requirements and all
new requirements relating to Structures that are adopted or approved after the Filing Date, except
any amendments from which the Development is exempt pursuant to Chapter 245 of the ocal
Government Code.
"CCN" means a certificate of convenience and necessity or similar permit issued by the
TCEQ authorizing a specified entity to be the retail water or sewer provider in a specified area.
2021 Development Agreement for Morningstar Ranch-Page 2
"CFA Policy" means the City's "Policy for the Installation of Community Facilities" as
amended March 20, 2001 (M & G-13181) and as further amended from time to time, except any
amendments from which the Development is exempt pursuant to Chapter 245 of the Local
Government Code.
"City Review Fees" means: (i) the fees and charges applicable to the City's preliminary
and final plat review and approval process according to the fee schedule adopted by the City
Council and in effect on the date of submittal of each plat application; and (ii) fees and charges
applicable to the review and approval of plans relating to the construction of Infrastructure
according to the fee schedule adopted by the City Council and in effect on the date of submittal
of such plans.
"Commercial Tracts" means the commercial lots shown on the preliminary plat and final
plats approved by the City for the Original Property.
"Consent Agreements" means the Agreement Concerning Creation and Operation of
MorningStar Ranch Municipal Utility District No. 1 of Parker County (City Secretary Contract
No. 36198, as amended by City Secretary No. 31698-A1) and the Agreement Conc
Creation and Operation of MorningStar Ranch Municipal Utility District No. 2 of Parker Ctning
unty
(City Secretary Contract No. 36199, as amended by City Secretary Contract Nos. 36199-Al and
36199-A2).
"Consent Resolution" has the meaning set out in Recital H.
"Contractor" means a person or entity that constructs, alters or repairs Infrastructure
required to serve the Development.
"Development" means that certain approximately 1,087-acre tract located in Parker
County, Texas as depicted in Exhibit B and described in Exhibit C, consisting of the Original
Property and the Lyon Ranch, being developed as a single-family residential develof ment
known as Morningstar Ranch.
"Development Director" means the Director of the City's Development Services
Department.
"District" means, individually and collectively, Morning Star Ranch Municipal Utility
District No. 1 of Parker County and Morning Star Ranch Municipal Utility District No. 2 of
Parker County.
"District Confirmation Date"means November 11, 2009.
"Effective Date" means the date this Agreement is signed by all Parties.
"Filing Date" means the date the preliminary plat relating to the Project is filed with the
City. For purposes of this section, "Project" means the development of the Development in
accordance with this Agreement.
"Finance Director"means the Director of the City's Finance Department.
2021 Development Agreement for Morningstar Ranch-Page 3
"Fire Code" means the following chapters and sections of the 2009 Internationa Fire
Code (Ordinance Nos. 16027, 16252 and 19607), Sections 13-1 and 13-2 of the City Code in
effect on the Filing Date, and includes all amendments to the foregoing regulations that are
adopted after the Filing Date, except any amendments from which the Development is exempt
pursuant to Chapter 245 of the Local Government Code:
(a) Chapter 1 (Administration), excluding Sections 104.10 (Fire Investigat ons),
104.10.1 (Assistance from Other Agencies), and 104.11 (Authority at Fires
and Other Emergencies), Section 105.1.2, Item #1 (Operational Permits), and
all sections related to Item #1, and Section 105.6 (Required Operational
Permits);
(b) Chapter 2 (Definitions);
(c) Chapter 5 (Fire Service Features), excluding Section 506 (Key Boxes) and
Section 509 (Fire Command Center);
(d) Chapter 6 (Building Services and Systems);
(e) Chapter 7 (Fire Resistance Rated Construction);
(f) Chapter 8 (Interior Finish, Decorative Materials and Furnishings), S ction
806 only;
(g) Chapter 9 (Fire Protection System);
(h) Chapter 22 (Service Stations and Repair Garages), excluding Section 2205
(Operational Requirements);
(i) Chapter 23 (High-Piled Combustible Storage), excluding Section 2305
(Housekeeping and Maintenance);
(j) Chapter 27 (Hazardous Materials — General Provisions), excluding reference
to Section 105.6 in Section 2701.5 (Permits), Section 2703.3 (Release of
Hazardous Materials) and Section 2703.9.1.1 (Fire Department Liaison)
(k) Chapter 45 (Referenced Standards);
(1) Appendix B (Fire-Flow Requirements for Buildings); and
(m) Appendix I (Installation of Fire Service Features, Fire Protection Sy tems
and Tanks)
"Gas Drilling Ordinance" means Ordinance No. 18449 and all amendments to such
ordinance in effect on the Filing Date. Further, "Gas Drilling Ordinance" includes all
amendments to the foregoing regulations and all new requirements relating to drilling or
production of natural gas within the City's corporate limits that are adopted or approved after the
2021 Development Agreement for Morningstar Ranch- Page 4
Filing Date, except any amendments from which the Development is exempt pursuant to C1 aper
245 of the Local Government Code.
"Governing Regulations" means all City ordinances, regulations, policies, manuals and
other requirements relating to Infrastructure, including the design, location, construction,
payment of fees, operation and maintenance thereof, that were applicable within the ity's
corporate limits on the Filing Date. Further, "Governing Regulations" includes all amendments
to the foregoing requirements and all new requirements relating to Infrastructure that are adopted
or approved after the Filing Date except any amendments from which the Development is
exempt pursuant to Chapter 245 of the Local Government Code.
"Gross Acre" means each of the 1,087 acres included within the Property, without any
exclusion for easements, right-of-way or any other purpose.
"Homeowners Association" means the association established by the Owner in
accordance with the Declaration of Covenants, Conditions and Restrictions.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrast cture
improvements installed or constructed to serve the Development, whether located wit in or
outside the Development. When "Infrastructure" is expressly identified as water Infrastructure
or wastewater Infrastructure, "Infrastructure" is limited to the specified type.
"Infrastructure Inspection Fees" means the fees applicable to the inspection and testing of
Infrastructure according to the fee schedule adopted by the City Council and in effect on th date
of the inspection.
"Large Retail Store" means a store for the retail sale of merchandise with a footprint
exceeding 50,000 square feet, including without limitation a general merchandise store, o tique
shop, appliance sales or supply store, new or used clothing store, new or used furniture store,
greenhouse or plant nursery, grocery store, or facility for general retail sales. A large retail store
that sells to members only or that offers merchandise at wholesale is not excluded from this
definition.
"Lender" means a person or entity that receives a collateral assignment, pledge, security
interest, lien, or other encumbrance of or in all or any part of the Development or in any Owner's
or Assignee's rights under this Agreement to secure repayment of a debt or performance of an
obligation by such Owner or Assignee.
"Lot Owner" means any "end-buyer of a fully developed and improved lot" within the
Development as such phrase is used in Section 212.172(f) of the Local Government Code. A Lot
Owner is neither an Owner nor a Party and is bound by this Agreement in accordance with
Section 9.04.
"Non-Owner Assignee"is defined in Section 9.02(c) of this Agreement.
"Notice" means notice as defined in Section 9.01 of this Agreement.
2021 Development Agreement for Morningstar Ranch-Page 5
"Owner" means FG Aledo Development, LCC, a Texas limited liability company, and
FWFW Holdings, Inc., a Texas corporation, collectively, and their successors and Assignees
permitted by this Agreement, but does not include a Lot Owner.
"Party" means, individually, the City, Owner, or Owner's successors and Assignees
permitted by this Agreement
"Principal Building" means a building in which the primary use of the lot on which the
building is located is conducted.
"Sign Code" means Chapter 29 of the City Code.
"Strategic Partnership Agreements" means the Strategic Partnership Agreement Between
the City of Fort Worth, Texas and MorningStar Ranch Municipal Utility District No. 1 of Parker
County effective October 29, 2020 (City Secretary Contract No. 54830) and Strategic
Partnership Agreement Between the City of Fort Worth, Texas and MorningStar Ranch
Municipal Utility District No. 2 of Parker County, Texas, dated October 29, 2020 (City Secretary
Contract No. 54831).
"Structure" means any permanent building or structure that is intended for h man
occupancy and any other structure (including signs).
"Subdivision Regulations" means the City's Subdivision Ordinance No. 17154-09 2006
and the Plan Commission Rules and Regulations in effect on the Filing Date and inc di g all
amendments to the foregoing regulations that are adopted after the Filing Date, excep any
amendments from which the Development is exempt pursuant to Chapter 245 of the ocal
Government Code.
"TCEQ" means the Texas Commission on Environmental Quality or its successor state
agency.
"Utility Agreement" means the 2021 Utility Agreement for Morningstar Ranch is eni ered
into by the City, District One, District Two and Owner, effective , City Seer tary
Contract No.
"Zoning Ordinance" means Ordinance No. 13896, together with any amendments tf.ereto
that are in effect on the Filing Date, codified as Appendix "A" to the City Code. Further,
"Zoning Ordinance" includes all amendments to the foregoing regulations that are adopted after
the Filing Date, except any amendments from which the Development is exempt pursu t to
Chapter 245 of the Local Government Code.
ARTICLE III
DEVELOPMENT REGULATIONS
3.01 Applicable Regulations. The Development shall be developed in accordance with
final plats approved by the City, the Subdivision Ordinance, Building Codes, Governing
Regulations, Gas Drilling Ordinance and selected provisions of the Zoning Ordinance specified
below, except as modified by this Agreement. In addition, Owner shall comply wi all
2021 Development Agreement for Morningstar Ranch- Page 6
applicable federal, state and local regulations applicable to the Development and all othei City
ordinances, regulations, policies, manuals and other requirements that would apply to the
Development if it were located within the City's corporate limits. If this Agreement imposes
stricter requirements,this Agreement shall control.
3.02 Land Use and Development Regulations. The Property shall be developed as
follows:
(a) The Commercial Tracts shall be developed in accordance with the permitted uses
and development regulations applicable to the "E" Neighborhood Commercial Distrilct as
reflected in Article 8 of Chapter 4 and Section 4.901 of the Zoning Ordinance, plus large retail
stores in accordance with Section 5.134 of the zoning ordinance, private or non- rofit
community centers, cocktail lounge, gun smithing (repair or sales), saddle or harness (rep it or
sales), retail auto parts supply, service station, portable sales or construction trailer, brew pub,
produce market, mini-warehouse and accessory uses permitted in accordance with Section 3.03.
(b) The Property, other than the Commercial Tracts, shall be developed with the uses
permitted in the "A-5" One-Family District, as reflected in Section 4.603 of the Zoning
Ordinance, plus schools, private or non-profit community centers, and accessory uses permitted
in accordance with Section 3.03. The Development shall include a mixture of residential lot
sizes, as follows:
(i) A maximum of 2,569 lots with a minimum lot size of 6,000 square feet
(the "6,000 SF Lots");
(ii) A maximum of 1,037 lots with a minimum lot size of 7,500 square feet
(the "7,500 SF Lots"); and
(iii) A maximum of 52 lots with a minimum lot size of 9,000 square feet (the
119,000 SF Lots").
(c) The following development regulations shall apply to the single-family] lots
described in Subsection (b):
(i) All 6,000 SF lots shall be developed in accordance with Section 4.705 of
the Zoning Ordinance applicable to the "A-5" One-Family Resid ntial
District.
(ii) All 7,500 SF Lots and 9,000 SF lots shall be developed in accordancc with
Section 4.704 of the Zoning Ordinance applicable to the "A-7.5" One-
Family Residential District.
3.03 Accessory Uses. No accessory uses shall be permitted in the Development,
except for the following accessory uses, which shall be subject to compliance with the
designated sections of the Zoning Ordinance:
(a) Accessory Uses on Residential Lots (Section 5.301);
2021 Development Agreement for Morningstar Ranch-Page 7
(b) Accessory Uses on Non-Residential Lots (Section 5.302);
(c) Fences (Section 5.305); and
(d) Storage or Display in Commercial Districts, Outdoors (Section 5.306)
3.04 Temporary. No temporary uses shall be permitted in the Develop ent,
except for the following temporary uses, which shall be subject to compliance with the
designated sections of the Zoning Ordinance:
(a) Garage or Other Occasional Sales, except that no permits shall be required aid no
fees shall be charged(Section 5.402);
(b) Model Home (Section 5.403);
(c) Trailer, Portable Sales, Construction or Storage (Section 5.405); and
(d) Temporary Batch Plants, Asphalt or Concrete (Section 5.401)
3.05 Development Standards. Chapter 6 of the Zoning Ordinance shall apply to the
Development, including, but not limited to regulations relating to:
(a) Off-Street Parking and Loading (Article 2);
(b) Landscaping and Buffers and Urban Forestry (Article 3);
(c) Signs (Article 4); and
(d) Residential Design Standards (Article 5)
3.06 Parks and Recreational Amenities.
(a) Owner has provided the following recreational facilities in District One:
(i) An amenity center consisting of a clubhouse, pool, splash park,
playground, shade structures and tanning deck;
(ii) An approximately 21,000 linear foot hike and bike trail system paved.with
concrete, and including trailheads, benches, shelters, scenic overlooks and
related amenities; and
(iii) A minimum of 60 acres of open space, including natural water ways and
water features and including the hike and bike trail system.
(b) In addition to the recreational facilities described in Subsection (a), Owner shall
provide approximately 11,000 linear foot concrete hike and bike trail system along Wes point
Blvd. and on the north side of Little Mary's Creek within the required 10-foot sidewalk in
District One.
2021 Development Agreement for Morningstar Ranch-Page 8
(c) Owner will provide the following recreational facilities in District Two:
(i) An amenity center consisting of a clubhouse, pool, splash park,
playground, shade structures and tanning deck, which shall be comp etely
constructed prior to issuance by the City of a building permit for
construction of the 7501h single-family residence in District Two;
(ii) An approximately 10,000 linear foot hike and bike trail system paved.with
concrete, crushed granite or other all-weather surface, and including
trailheads, benches, shelters, scenic overlooks and related amenities; and
(iii) A minimum of 54 acres of open space, including natural water ways and
water features and including the hike and bike trail system.
(d) The parks facilities described in Subsections (a) and (b) will satis i all
requirements for parks and recreational facilities for the Development.
(e) All park and recreational facilities shall remain the property of the district in
which they are located or a homeowners association. At no time now or in the future will the
City own or maintain parks or recreational amenities in the Development.
3.07 Fences. In addition to fence regulations outlined in Chapter 5, Article 3 of the
Zoning Ordinance, the following requirements shall apply:
(a) All fences adjacent to freeway or arterial streets shall be constructed of brick,
stone, reinforced concrete products, masonry, split rail or designed tubular steel. A stained wood
fence on metal posts with pickets facing the street is permitted, provided that such fence is
screened by a berm so that the fence is not visible from the freeway or street. Chain link is
expressly prohibited.
(b) Private residential fences situated between residential lots shall consist of stained
wood pickets on metal posts or designed tubular steel.
(c) An upgraded fence consisting of a stained wood fence on metal posts with pickets
facing the street or designed tubular steel shall be required where a side or rear yard residential
fence is: (i) across the street from a front yard, a designated open space area or a public pack; or
(ii) is situated on a corner lot.
3.08 Landscape Requirements. The Development shall be subject to land cape
requirements for commercial uses in accordance with Chapter 6, Article 3 of the Zoning
Ordinance. Owner shall submit a landscape plan for medians and parkways to the City arks
and Community Services Department and the Transportation and Public Works Department for
approval of plant material, consideration of future maintenance requirements and preventi n of
traffic hazards. In addition, the following landscaping and amenities, at a minimum, shall be
installed on each residential lot prior to initial occupancy:
(a) One (1) three-inch caliper tree shall be planted in front of each house with a
second three-inch caliper tree to be located per homeowner/builder preference.
2021 Development Agreement for Morningstar Ranch-Page 9
(b) Shrubs shall be provided in any size increment totaling a minimum of 30-gallons
per residential lot that exceeds 7,500 square feet in area and a minimum of 25 gallons on each
residential lot with an area of 7,500 square feet or less.
(c) The front and side yards of each residential lot shall be fully sodded.
(d) An irrigation system shall be installed in the front and side yards.
3.09 Covenants, Conditions and Restrictions.
(a) Owner has filed a Declaration of Covenants, Conditions and Restrictions f r the
Morningstar Residential Community in the Official Property Records of Parker County, Texas
on October 13, 2015, as Instrument No. 201521618 (the "Declaration"), and will extend the
Declaration to portions of the Property as it is developed.
(b) All builders and property owners in the Development shall adhere to the
Declaration.
(c) The District's Board of Directors and the Homeowners Association may end
the Declaration, provided that the spirit of the Declaration is not diminished.
3.10 Entry Feature. Owner shall construct an entry feature at the entrance t the
Development. The entry feature shall have a minimum cost of$150,000 and shall consis of a
water feature, entry sign, landscaping and/or other elements, at Owner's discretion. No element
of the entry feature shall exceed a height of 35 feet. Entry features shall be located outside of the
twenty (20) foot by twenty (20) foot sign visibility triangle at any given intersection and shall not
impede the minimum sight distance of three hundred (300) feet in any direc ions.
Encroachments over streets that are or will become public must be approved by the
Transportation and Public Works Department.
3.11 Traffic Management.
(a) Owner shall construct all arterial and related public right-of-way improvements to
the edge of the District boundary to provide for connectivity to adjacent properties.
(b) Owner shall construct southbound left-turn and northbound right-turn deceleration
lanes on Farm to Market Road (FM 3325) at Morning Mist Trail, Gladstone Drive and Westpoint
Boulevard in accordance with Texas Department of Transportation requirements at no cost o the
City when whichever comes first: 1) required by the Texas Department of Transportation access
permit; or 2) the "Trigger Point" listed in Subsection (i) is reached. Owner will install dedicated
right turn lanes on all development roadways connecting to the State roadway system and Old
Weatherford Road.
(c) Representatives from North Central Texas Council of Gove ents
("NCTCOG"), Aledo Independent School District ("Aledo ISD"), Texas Departure t of
Transportation ("TxDOT"), the City and Owner have coordinated to expedite the desig� and
construction of Old Weatherford Road from FM 3225 to east of Coder Drive as an ultimate 4-
lane facility, with a 2-lane interim, to accommodate the opening of an Aledo ISD facility in
2021 Development Agreement for Morningstar Ranch-Page 10
August, 2022 (the "NCTCOG Project"). FG Aledo Development, LLC has entered into an
agreement with the Regional Transportation Council ("RTC") and NCTCOG dated November
30, 2020 (the "RTC Agreement"), pursuant to which RTC will cause the construction of the
north two lanes of Old Weatherford Road (two-lane urban design standards 1/2 M4U) from
FM 3325 to the North-South Roadway (Prestonshire Drive) and including lane transiti n for
lane balancing needs beyond the eastern property limit of the Development on Old Weath rford
Road. Owner shall contribute engineering services and funds for construction of Old
Weatherford Road in accordance with the RTC Agreement. Owner shall have no other
obligations with respect to design and construction of Old Weatherford Road.
(d) Owner agrees to construct the ultimate section of Westpoint Boulevard (fo -lane
divided urban design standards M41), consisting of I I0-foot right-of-way with a cross section
of 16.5-foot parkway, 23-foot back to back pavement section, 31-foot raised median island, 23-
foot back-to-back pavement section, and 16.5-foot parkway) from FM 3325 eastward to a point
approximately 160 feet east of Stark Line Drive to include a roundabout at the intersection f the
North-South Collector (Indigo Sky Drive) as set forth in the table below. Commencing
approximately 160 feet east of Stark Line Drive, Owner agrees to construct the northern half of
Westpoint Boulevard (two-lane urban design standards—V2 M4D) eastward to the eastern edge
of property to include lane transition for lane balancing needs beyond the eastern property limit
of the Development on Westpoint Boulevard in the community facilities agreement asso fated
with the final plat. Owner has no obligation to construct the southern half of Weslpoint
Boulevard east of Stark Lane adjacent to land not owned by Owner.
(e) Owner agrees if the phased construction of the Development significantly
deviates from approved preliminary plat PP-13-046 or the Lyon Ranch Concept Plan, the
Transportation and Public Works Department may ask for a Traffic Impact Study and require
additional mitigation and/or amend the timing of the above listed improvements, should they
become necessary sooner due to the proposed deviations. Owner and City agree to fifty (50) foot
right of ways for residential streets and that all streets are to be constructed to City urban design
standards as provided in the Subdivision Ordinance and the Street Development Design
Standards.
(f) Urban Design Standards.
Local Streets: 50' ROW (2 lanes: 29ft. B-B, 5' sidewalk both sides)
Collector Streets: 60' ROW (2 lanes: 37ft. B-B, 10 ft. shared pedestrian/bike pathway on
one side of roadway and 5 ft. sidewalk on other side)
Minor Arterial (M4U): 80' ROW (4 lanes divided: 23 ft. B-B, 15 ft. median, 10 ft.
shared pedestrian/bike pathway on each side of roadway)
Major Arterial (M41)): 110' ROW (4 lanes divided: 23 ft. B-B, 31 ft. median, 10 ft.
shared pedestrian/bike pathway on each side of roadway)
(g) Owner will provide 10 ft. shared pedestrian/bike pathway on one side f all
collector facilities to include a minimum of 5' planting space between back of curb and pa way
2021 Development Agreement for Morningstar Ranch- Page 11
and on the opposite side of the facility a minimum 5 ft. wide sidewalk. Along Indigo Sky Drive,
the 10' wide path will be placed on the west side of Indigo Sky Drive and along Morning Mist
Trail, the 10' wide path will be placed on the south side to serve the amenity center, provided
however on both streets the 10' pathway may encroach into the area reserved for landscaping.
Sidewalks 5' wide will be constructed on the east side of Indigo Sky Drive and the north side of
Morning Mist Trail to limit encroachment into the landscape buffer.
(h)
IMPROVEMENT TRIGGER RESPONSIBILTY
POINT*
Construct southbound left-turn lane and northbound
right turn deceleration lane on Farm to Market Road See RTC
(FM 3325) at Old Weatherford Road. TxDOT permit Agreement.
required.
Construct southbound left-turn lane and northbound Concurrent
right turn deceleration lane on FM 3325 at Morning with Phase 1 Morningstar
Mist Trail. TxDOT permit required. (complete)
Concurrent
Construct southbound left-turn lane and northbound with
right turn deceleration lane on FM 3325 at Gladstone construction of Morningstar
Drive. TxDOT permit required. Gladstone
Drive
(complete)
Concurrent
Construct southbound left-turn lane and northbound with
right turn lane on FM 3325 at Westpoint Boulevard. construction of Morningstar
TxDOT permit required. Westpoint
Boulevard
(complete)
Construct two egress lanes (66ft. ROW) on internal Concurrent
roadway facilities (Morning Mist Trail and Gladstone with Morningstar
Drive) connecting to FM 3325 Construction of
Morningstar
Mist Trail and
Gladstone
Drive
(complete)
Construct two egress lanes (66 ft. ROW) on the North-
South Collector (Indigo Sky Drive) connecting Old
Weatherford Road.
See RTC
Agreement.
2021 Development Agreement for Morningstar Ranch-Page 12
Construct northern half of Old Weatherford Road ( /2
M4U) from FM 3325 eastward to include intersection of
the North South Collector(Indigo Sky Drive) and See RTC
westbound right-turn lane onto North-South Collector Agreement
(Indigo Sky Drive)
Construct northern half of Old Weatherford Road ( /2
M4U) from the intersection of North-South Collector
(Indigo Sky Drive)to eastern edge of property See RTC
Agreement
Construct Prestonshire Road (29ft. B-B with sidewalk on When adjacent
west side only) from Old Weatherford to approximately lots are
500ft. north to connect to local street final platted,
according to
City Policy as Morningstar
of 4/23/2014
(approval date
of Prelim. Plat)
Construct ultimate section of Westpoint Boulevard (M4D) Same as above
from FM 3325 eastward to approximately 160 feet east of
Stark Line Drive to include roundabout at North-South Morningstar
Collector(Indigo Sky Drive)
Construct northern half of Westpoint Boulevard (1/2 Same as above
M4D) from approximately 160 feet east of Stark Line
Drive to eastern edge of property
Morningstar
3.12 Plat Approval. Subdivision of the Development or any portion thereof shall
require approval of plats by the City Plan Commission. The conveyance by metes and bounds of
any portion of the Development to any person for the purpose of qualifying such person to b a
member of the board of directors of the District shall not be considered a subdivision of 1 nd
requiring a plat or otherwise requiring the approval of the City; provided, however, no Structure
shall be constructed on any portion of the Development conveyed for such purpose unless and
until a plat of such portion has been approved by the City Plan Commission.
3.13 Building Permits; Fees; Inspections. All Structures constructed in e
Development shall be subject to City building permit,permit fee and inspection requirements as
if such Structures were constructed within the City's corporate limits.
3.14 Enforcement of Environmental Regulations. Pursuant to Section 212.172(b)(6) of
the Local Government Code, the Parties agree that the City may, but is not obligated or required
to, enforce environmental regulations set out in Chapter 12.5 of the City Code, as amended from
time to time.
3.15 Homeowners Association. Owner will establish the Homeowners Association, in
accordance with the Declaration of Covenants, Conditions, and Restrictions. Membership in the
Homeowners Association shall be mandatory for all owners of property within the Developme�rt.
2021 Development Agreement for Morningstar Ranch-Page 13
The Homeowners Association shall perform all duties identified in the Declaration of Covenants,
Conditions and Restrictions and shall operate and maintain all parkland and recreational
amenities in accordance with this Agreement.
3.16 Enforcement. The City and Owner agree that this Agreement and S ction
212.172 of the Local Government Code authorize enforcement by the City of the Bu'lding
Codes, Governing Regulations, Gas Drilling Ordinance and all other City ordinances appli able
to the Development pursuant to this Agreement in the same manner duly enacted mu 'cipal
regulations are enforced within the City's corporate boundaries.
3.17 Impact Fees. Owner will be responsible for water and sewer impact fees at the
maximum assessable schedule amount. No Transportation Impact Fees or Road Impact Fes are
due or payable as a result of the Development until such time as the property is annexed f r full
purposes and included in a Transportation Impact Fee Study.
3.18 Water Main Capacity Charge and Per Acre Charge. Owner will be respo sible
for water main capacity charge and per acre charge.
3.19 Land Sale of School Site. Owner agrees to convey to the Aledo Indeperldent
School Site ("AISD"), at no cost to the AISD, an approximately twelve (12) acre school sit in a
mutually agreeable location, on or before five (5) years after the Effective Date.
3.20 Development Standards Revisions and Waivers. The City Manager or a designee
may administratively approve in writing minor revisions to the development standards des ribed
in Article III, including without limitation: (i) an increase in number of permitted lots in Section
3.02(b) of 15% or less; (ii) an increase in the height of any structure by five percent (5%) or less;
(iii) a setback reduction of ten percent (10%) or less; or (iv) an increase in lot coverage of five
percent (5%) or less.
ARTICLE IV
DESIGN, CONSTRUCTION, INSPECTION, DEDICATION, OPERATION
AND MAINTENANCE OF DISTRICT FACILITIES
4.01 Infrastructure Standards. All Infrastructure shall be designed and constructed in
compliance with: (a) the Governing Regulations; (b) the rules and regulations, if any, of the
District; (c) the rules and regulations of the TCEQ; and (d) the Utility Agreement. In the event
of any conflict between the Governing Regulations and the rules and regulations of the District,
the Governing Regulations shall control unless otherwise agreed in writing by the Development
Director. With respect to water Infrastructure and wastewater Infrastructure standards, in the
event of any conflict between this Agreement and the Utility Agreement, the Utility Agreement
shall control.
4.02 Plan Review; Payment of Fees; and Pre-Construction Conference. Constriction
of Infrastructure, save and except site grading, shall not commence until (i) the plans and
specifications have been reviewed and approved by the City for compliance with the Governing
Regulations; (ii) a pre-construction conference has been held by the Contractor, the Dis rict's
2021 Development Agreement for Morningstar Ranch-Page 14
engineer and representatives of the City's Department of Engineering; and (iii) the applicable
City Review Fees have been paid. Site grading may commence at any time once a permit is
received.
4.03 Community Facilities Agreements. Construction of Infrastructure, save and
except site grading, shall not commence until Owner has executed a Communities Fac}'lities
Agreement if required by the CFA Policy. In the event of a conflict between this Agreement and
the CFA Policy, this Agreement will prevail.
4.04 Reports; Inspections. The District, or Owner on behalf of the District, may
employ a consulting engineer to oversee construction of the Infrastructure. City inspectors or
third party inspectors pursuant to the City's third party inspection process shall inspect and test
the Infrastructure. The District, or Owner on behalf of the District, shall pay all Infrastructure
Inspection Fees. The City shall use its best efforts to cooperate with the District's consulting
engineer to prepare inspection reports in a form acceptable to TCEQ. The City, however, in no
way guarantees that the Infrastructure will be constructed in a manner acceptable to TC Q or
that TCEQ will approve the issuance of Bonds by the District.
4.05 Contracts with Contractors. Owner shall incorporate the requirements of this
Article IV into written construction contracts with all Contractors who are not Owners. All
contracts with such non-Owner Contractors shall provide that the City is a third-party beneficiary
of, and may enforce the contracts against, the Contractor.
4.06 Access by City Employees. Upon prior Notice by the City, any duly authorized
employee of the City bearing proper credentials and identification shall be granted access to any
property of the District within the Development as the City may determine necessary for the
purpose of inspection and testing of Infrastructure.
4.07 Wastewater Service; Dedication of Wastewater Infrastructure and Easements to
City. The District will dedicate all wastewater Infrastructure constructed by or on behalf of the
District, both inside and outside the Development, together with all easements for such
Infrastructure, to the City upon final inspection and acceptance of such Infrastructure by the City,
in accordance with the Utility Agreement. Thereafter, the City will provide retail waste ater
service to the Development.
4.08 Water Service; Dedication of Water Infrastructure and Easements to City. The
District will dedicate all water Infrastructure constructed by or on behalf of the District, both
inside and outside the Development, together with all easements for such Infrastructure, lo the
City upon final inspection and acceptance of such Infrastructure by the City, in accordance with
the Utility Agreement. Thereafter, the City will provide retail potable water service tD the
Development.
4.09 Operation and Maintenance of Infrastructure and Maintenance of Infrastructure. The District shall cau e all
Infrastructure to be operated and maintained in accordance with the Utility Agreement, cept
for water Infrastructure and wastewater Infrastructure dedicated to the City pursuant to Se tions
4.07 and 4.08, which shall be operated and maintained by the City in accordance with the Utility
Agreement.
2021 Development Agreement for Morningstar Ranch-Page 15
4.10 As-Built Drawings. Owner shall deliver as-built drawings in a form acceptable to
the City for all Infrastructure to the City's Transportation and Public Works Department within
thirty (30) days after final inspection.
4.11 Reimbursement Agreements.
(a) District One. Owner shall not enter into agreements for reimbursement of costs
incurred in connection with District One in amounts exceeding $90,000,000 for total
reimbursement costs. All agreements entered into with District One for reimbursement of costs
incurred in connection with District One shall provide that: (a) District One will not reim urse
landowners or developers for costs that are not evidenced by Bonds issued on or before August
21, 2035, unless the City consents in writing; and (b) the landowner or developer waives all
claims against the City for reimbursement of obligations not evidenced by Bonds issued on or
before August 21, 2035. Any reimbursement agreements entered into by Owner in violati n of
this section shall be void.
(b) District Two. Owner shall not enter into agreements for reimbursement of costs
incurred in connection with District Two in amounts exceeding $90,000,000 for total
reimbursement costs; provided, however, if District Two does not annex the Additional Property
on or before the 1801h day after the Effective Date, Owner shall not enter into agreements for
reimbursement of costs incurred in connection with District Two in amounts exceeding
$30,000,000. All agreements entered into with District Two for reimbursement of costs in rred
in connection with District Two shall provide that: (a) District Two will not reim urse
landowners or developers for costs that are not evidenced by Bonds issued on or before A gust
21, 2045, unless the City consents in writing; and (b) the landowner or developer waives all
claims against the City for reimbursement of obligations not evidenced by Bonds issued Dn or
before August 21, 2045. Any reimbursement agreements entered into by Owner in violation of
this section shall be void.
ARTICLE V
DEVELOPMENT FEES
The Development shall be subject to all fees applicable to development within theCity's
corporate limits, including without limitation plan Infrastructure Inspection Fees, City Review
Fees, building permit and inspection fees, water and sewer impact fees and tap fees, subject to
the Utility Agreement. Failure to expressly identify fees and charges does not constitute a
waiver of such fees and charges. Provided, however, in no event shall the Development be
subject to Transportation Impact Fees or Road Impact Fees or other fees that are not applicable
in the City's ETJ pursuant to state or federal law provided however upon annexation
Transportation Impact Fees or Road Impact Fees shall be applicable.
ARTICLE VI
ANNEXATION
6.01 Immunity from Annexation. Except as provided in Sections 6.02 and 6.0 and
6.05 of this Agreement, the Development shall be immune from annexation during the to of
this Agreement, and the City guarantees immunity from annexation during such time.
2021 Development Agreement for Morningstar Ranch-Page 16
6.02 Full Purpose Annexation of Land in District One. The City shall not anne the
land within District One for full purposes until on or after the earlier to occur of: (9 the
dissolution of the District (other than as the result of annexation by the City); or (b) Augu t 21,
2035. Such authority is in addition to the authority to annex land in District One for fill or
limited purposes pursuant to Sections 6.04 and 6.06. Except as provided in Section 6.0 , the
City shall not annex a portion of the land within District One without annexing all the land
within District One.
6.03 Full Purpose Annexation of Land in District Two. The City shall not annex the
land within District Two for full purposes until on or after the earlier to occur of: (a,� the
dissolution of the District (other than as the result of annexation by the City); or (b) Augu�t 21,
2045. Such authority is in addition to the authority to annex portions of the Development f'ar full
or limited purposes pursuant to Sections 6.04 and 6.06. Except as provided in Section 6.06, the
City shall not annex a portion of the land within District One without annexing all the land
within District One.
6.04 Limited Purpose Annexation. Owner agrees that the City shall have the ri t to
annex those portions of the Development that are intended for commercial development f r the
sole and limited purpose for the City to impose its sales and use tax within the boundaries of
such retail areas pursuant to Section 43.0751 of the Local Government Code. The term and
conditions upon which such limited purpose annexations may occur are contained i li the
Strategic Partnership Agreement.
6.05 Incorporation. In furtherance of the purposes of this Agreement, Owner, on
behalf of itself and its successors and Assignees, covenants and agrees to the extent allowed by
law that, except upon written consent of the City Council, which approval may be withh Id or
conditioned by the City Council at its sole discretion, they will not: (a) seek or support any effort
to incorporate the Development, or any part thereof; or (b) sign,join in, associate with, or direct
to be signed any petition seeking to incorporate any of the Development or to include any of the
Development within the boundaries of any other incorporated entity.
6.06 Annexation of Portions of Development. Owner agrees to cooperate with and
assist the City in annexing one or more areas within District One or District Two in the manner
prescribed by law which does not result in the dissolution of the applicable district, ea h of
which may not exceed 525 feet in width at its widest point or such other width limi ation
subsequently imposed by law, as reasonably necessary for the City to connect areas to the City
that are outside such district and that the City intends to annex. The City agrees that such areas
shall be located within right-of-way areas or along lot lines, wherever possible. Notwithstanding
the zoning designation approved for the annexed area, such area can be developed and used in
accordance with this Agreement. Upon request, the City will zone such area or areas to the then
existing use of such areas or to the planned use of same.
6.07 Consent to Annexation. Owner and all future Owners and all future Lot Owners,
as defined, and consistent with Section 9.04, of all or any portion of the Development
irrevocably and unconditionally consent to the full purpose annexation of the Development into
the corporate limits of the City in accordance with this Agreement and expressly subj ct to
Sections 6.02 and 6.03 and waive all objections and protests to such annexation. This
2021 Development Agreement for Morningstar Ranch-Page 17
Agreement shall serve as the petition of Owner, all future Owners and all future Lot Owners to
full purpose annexation of the Property in accordance with this Agreement.
ARTICLE VII
TERM OF AGREEMENT
This Agreement is a development agreement authorized by Section 212.172 of the ocal
Government Code. This Agreement will terminate on the latter to occur of. (a) August 21, 045;
or(b) full purpose annexation of the Property pursuant to Sections 6.02 and 6.03.
ARTICLE VIII
BREACH,NOTICE AND REMEDIES
8.01 Notification of Breach. If a Party commits a breach of this Agreement, the non-
breaching Party shall give Notice to the breaching Party that describes the breach in reaso able
detail.
8.02 Cure of Breach. The breaching Party shall commence curing such breach vfithin
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.
8.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek any relief
available at law or in equity, including, but not limited to, an action under the U form
Declaratory Judgment Act, specific performance, mandamus and injunctive relief; pro ided,
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 li ited
to attorney's fees, in the event that any Party brings suit under or related to this Agreement.
8.04 Governmental Powers; Waiver of Immunity. It is understood that by execution of
this Agreement the City does not waive or surrender any of its governmental powers, imm ities
or rights, except as specifically waived pursuant to this section. The City waives its
governmental immunity from suit and liability only as to any action brought by a Party topursue
the remedies available under this Agreement and only to the extent necessary to pursue such
remedies. Nothing in this section shall waive any claims, defenses or immunities that the City
has with respect to suits against the City by persons or entities not a party to this Agreement
2021 Development Agreement for Morningstar Ranch-Page 18
ARTICLE IX
ADDITIONAL PROVISIONS
9.01 Notice. Any notices, certifications, approvals, or other communications req fired
to be given by one Party to another under this Agreement (a "Notice") shall be given in witing
addressed to the Party to be notified at the address set forth below and shall be deemed given: (i)
when the Notice is delivered in person to the person to whose attention the Notice is addressed;
(ii) when received if the Notice is deposited in the United States Mail, certified or registered
mail, return receipt requested, postage prepaid; (iii) when the Notice is delivered by F eral
Express, UPS, or another nationally recognized courier service with evidence of delivery s gned
by any person at the delivery address; and (iv) five business days after the Notice is sent by FAX
(with electronic confirmation by the sending FAX machine) with a confirming copy set by
United States mail within 48 hours after the FAX is sent. If any date or period provided i 1 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 lo the
other Party as provided in this section.
To the City:
City of Fort Worth, Texas
200 Texas Street
Fort Worth, Texas 76102
Attn: City Manager
FAX: (817) 392-6134
City of Fort Worth, Texas
200 Texas Street
Fort Worth, Texas 76102
Attn: Development Services
FAX: (817) 392-7985
To Owner:
FWFW Holdings, Inc.
c/o Kim Gill, President
3045 Lackland Rd.
Fort Worth, Texas 76116
FG ALEDO DEVELOPMENT, LLC,
c/o Kim Gill, President
5409 Miramar Lane
Colleyville, Texas 76034
2021 Development Agreement for Morningstar Ranch -Page 19
9.02 Assignment.
(a) By Owner to the District. Owner has the right (from time to time after the Di strict
Confirmation Date and without the consent of the City) to assign to the District those porti ns of
this Agreement concerning the provision of retail water and/or wastewater service t the
Development and any Infrastructure related thereto, including any obligation, right, tit e, or
interest of Owner under this Agreement. Each assignment shall be in writing in the form
attached hereto as Exhibit D, shall be executed by Owner and the District, and shall obliga e the
District to be bound by this Agreement to the extent this Agreement applies or relates tD the
obligations, rights, title, or interests being assigned. Owner shall provide a copy of each
assignment to all Parties within fifteen (15) days after execution. From and after such
assignment, the City agrees to look solely to the District for the performance of all obligations
assigned to the District and agrees that Owner shall be released from subsequently performing
the assigned obligations and from any liability that results from the District's failure to pe orm
the assigned obligations; provided, however, if a copy of the assignment is not received by the
City within fifteen (15) days after execution, Owner shall not be released until the City receives
such assignment. No assignment by Owner shall release Owner from any liability 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 assigmlents
made by Owner to the District, including a copy of each executed assignment, and, upon w-itten
request from any Party or Assignee, shall provide a copy of such records to the requesting p-rson
or entity. The District shall be considered an "Assignee" for purposes of this Agreement.
(b) By Owner to Successor Owners. Owner has the right (from time to time without
the consent of the City, but upon written Notice to the City) to assign this Agreement, in whole
or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to
an Assignee that is, or will become an owner of any portion of the Development within fifteen
(15) days after the assignment. Each assignment shall be in writing in the form attached hereto
as Exhibit D, 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, 'ghts,
title, or interests being assigned. Owner shall provide a copy of each assignment to all Parties
within fifteen (15) days after execution. From and after such assignment, the City agrees tc 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 obliga ions;
provided, however, if a copy of the assignment is not received by the City within fifteen (15)
days after execution, Owner shall not be released until the City receives such assignment No
assignment by Owner shall release Owner from any liability that resulted from an act or
omission by Owner that occurred prior to the effective date of the assignment unless th City
approves the release in writing. Owner shall maintain written records of all assignments ade
by Owner to Assignees, including a copy of each executed assignment and the Assignee's otice
information as required by this Agreement, and, upon written request from any Pay or
Assignee, shall provide a copy of such records to the requesting person or entity.
(c) By Owner to Non-Owners. Subject to the City's prior written approval, Owner
has the right, from time to time, to assign this Agreement, in whole or in part, and including any
obligation, right, title, or interest of Owner under this Agreement, to any person or entity t at is
2021 Development Agreement for Morningstar Ranch-Page 20
not an owner of any portion of the Development (a "Non-Owner Assignee"). Each assignment
shall be in writing executed by Owner and the Non-Owner Assignee in the form attached hereto
as Exhibit D and shall obligate the Non-Owner Assignee to be bound by this Agreement to the
extent this Agreement applies or relates to the obligations, rights, title, or interests being
assigned. A copy of each assignment shall be provided to all Parties within fifteen (15) days
after execution. If the City approves the Non-Owner Assignee in writing (which approval shall
not be unreasonably withheld or delayed if the Non-Owner Assignee can demonstrate, t 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- wner
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 omissi n 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- wner
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 p rson
or entity.
(d) By the City. The City shall not assign this Agreement, in whole or in pa , and
including any obligation, right, title, or interest of the City under this Agreement, to any person,
entity, or political subdivision without the prior written approval of Owner, which approval shall
not be unreasonably withheld or delayed.
9.03 Encumbrance by Owner and Assignees. Owner and Assignees have the right,
from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise
encumber any of their respective rights, title, or interest under this Agreement for the ben fit of
their respective Lenders without the consent of, but with prompt written Notice to, the City. The
collateral assignment, pledge, grant of lien or security interest, or other encumbrance shal not,
however, obligate any Lender to perform any obligations or incur any liability under this
Agreement: (a) unless the Lender agrees in writing to perform such obligations or incur such
liability; or (b) unless the Lender holds fee simple title to any portion of the Development and
elects to or proceeds to develop such portion under this Agreement, in which case the Under
shall be bound by this Agreement and shall not be entitled to the rights and benefits 'Of this
Agreement with respect to such portion of the Development until all defaults under this
Agreement with respect to the acquired portion have been cured. Provided that the City has
received a copy of the applicable collateral assignment, including Notice information for a
Lender, then that Lender shall have the right, but not the obligation, to cure any default under
this Agreement and shall be given a reasonable time to do so in addition to the cure periods
provided by Article VIII of this Agreement; and the City agrees to accept such cure as if offered
by the defaulting Party. A Lender is not a Party to this Agreement unless this Agreement is
amended, with the consent of the Lender, to add the Lender as a Party or unless the Lender olds
fee simple title to any portion of the Development and elects to or proceeds to develop such
2021 Development Agreement for Morningstar Ranch-Page 21
portion under this Agreement. Notwithstanding the foregoing, however, this Agreement shall
continue to bind the Development 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
Development shall be bound by this Agreement and shall not be entitled to the rightE and
benefits of this Agreement with respect to the acquired portion of the Development until all
defaults under this Agreement with respect to the acquired portion of the Development have been
cured.
9.04 Recordation and Applicability to Lot Owners. Pursuant to the requireme is of
Section 212.172(c) of the Local Government Code, Owner shall record this Agreement, and all
amendments to this Agreement, in the real property records of Parker County, Texas, and shall
provide a file-marked copy of the recorded Agreement to the Development Director withi ten
(10) days after its execution. This Agreement shall be binding upon the Developmen , the
City, Owner, any Lender that has become an Assignee, and any other Assignee, and their
respective successors and assigns. The Parties agree that this Agreement benefits and b dens
the Development and touches and concerns the Development. The rights and obligations inider
this Agreement are intended to be covenants running with the Development. Notwithstanding the
foregoing, this Agreement is not binding upon, and shall not constitute any encumbrance to title
as to any Lot Owner except for land use and development regulations that apply to the of in
question.
9.05 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, a d the
Party shall have the right at any time thereafter to insist upon strict performance of any d all
provisions of this Agreement. No provision of this Agreement may be waived except by iting
signed by the Party waiving such provision. Any waiver shall be limited to the specific pu oses
for which it is given. No waiver by any Party hereto of any term or condition of this Agre ment
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
9.06 Reservation of Rights and Claims. Except as expressly provided in this
Agreement, Owner does not, by entering into this Agreement, waive any rights arising under
Chapter 245, as amended, or under Chapter 43 of the Texas Local Government Cocie, as
amended, or under any other provision of law.
9.07 Governing Law and Venue. This Agreement must be construed and enf rced
in accordance with the laws of the State of Texas, as they apply to contracts performed
within the State of Texas and without regard to any choice of law rules or principles to the
contrary. The Parties acknowledge that this Agreement is performable in Tarrant County,
Texas, and hereby submit to the jurisdiction of the courts of Tarrant County, Texas and
hereby agree that any such court shall be a proper forum for the determination of any
dispute arising hereunder.
9.08 Performance Requirements; Force Majeure. Time is of the essence in the
performance by the Parties of their respective obligations under this Agreement. Whenever
performance is required, the Party must use good faith and due diligence to perform and take all
2021 Development Agreement for Morningstar Ranch-Page 22
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.
9.09 Severability. The provisions of this Agreement are severable. If any Word,
phrase, clause, sentence, paragraph, section, or other provision of this Agreement, ot 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 i. this
Agreement, then such provision shall be deemed severed from this Agreement with respect to
such person, entity or circumstance, without invalidating the remainder of this Agreement or the
application of such provision to other persons, entities or circumstances, and a new provision
shall be deemed substituted in lieu of the severed provision which new provision shall, the
extent possible, accomplish the intent of the Parties evidenced by the severed provision. W thout
limiting the generality of the foregoing, (i) if it is determined that, as of the Effective Date, wner
does not own any portion of the Development, this Agreement shall remain in full force and effect
with respect to all of the Development that Owner does then own, and (ii) if it is determined, as of
the Effective Date, that any portion of the Development is not within the City's ETJ this
Agreement shall remain in full force and effect with respect to all of the Development that i then
within the City's ETJ. If at any time after the Effective Date it is determined that any portion of
the Development is no longer within the City's ETJ, this Agreement shall remain in full force and
effect with respect to all of the Development that remains within the City's ETJ.
9.10 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for a Party to perform its obligations under this Agreement, the Parties will
cooperate to amend this Agreement in such a manner that is most consistent with the original
intent of this Agreement as legally possible.
9.11 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon request of the other Party, execute and/or exchange
any other documents necessary to effectuate the terms of this Agreement and perform any f irther
acts or things as the other Party may reasonably request to effectuate the terms of this Agreement.
9.12 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
9.13 Amendment. This Agreement may be amended with the approval of the City
Council and the written consent of all Owners of at least 10 acres within the Property; pro ided,
however, homeowners association consent is not required.
9.14 Interpretation. The Parties acknowledge that each Party and, if it so choos s, 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
2021 Development Agreement for Morningstar Ranch-Page 23
calendar days, not business days. Wherever required by the context, the singular shall inclu e the
plural, and the plural shall include the singular. Each defined term herein may be used 'n its
singular or plural form whether or not so defined.
9.15 No Third Party Beneficiaries. This Agreement is solely for the benefit of the City
and Owner, and neither the City nor Owner intends by any provision of this Agreement to;reate
any rights in any third-party beneficiaries or to confer any benefit or enforceable rights undthis
Agreement or otherwise upon anyone other than the City and Owner. Notwithstanding the
foregoing, the City and Owner intend that the District shall be a third-party beneficiary of this
Agreement.
9.16 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with all applicable public meeting and public notice
requirements (including, but not limited to, notices required by the Texas Open Meetings Act)
and that the individual executing this Agreement on behalf of the City has been authorized to do
so. Owner warrants that the execution of this Agreement is duly authorized in conformity with
the articles of incorporation, bylaws, partnership agreement or other applicable organizational
documents of Owner and that the individual executing this Agreement on behalf of Owner has
been authorized to do so. Each Assignee or Lender who becomes a Party to this Agreement
represents and warrants that this Agreement has been approved by appropriate action of such
Assignee or Lender and that the individual executing this Agreement on behalf of such Ass gnee
or Lender has been authorized to do so.
9.17 Satisfaction of Consent Resolution Requirement. This Agreement satisfies the
conditions to the City's consent to annexation of the Additional Property into District Two set out
in Section 2(c) of the Consent Resolution.
9.18 Superseding Previous Agreement. This Agreement supersedes the Original
Development Agreement, which has no further force or effect.
9.19 Exhibits. All exhibits attached to this Agreement are incorporated as part df this
Agreement for the purposes set forth herein, as follows:
EXHIBITS
Exhibit A Legal Description of the Additional Property (Lyon Ranch)
Exhibit B Map of the Property and the Districts
Exhibit C Legal Description of the Property
Exhibit D Assignment and Assumption Agreement
9.20 Takings Impact Assessment. Owner expressly and unconditionally waive and
releases the City from any obligation to perform a takings impact assessment under the exas
Private Real Property Rights Act, Texas Government Code Chapter 2007, as it may apply tD this
Agreement or the Development.
2021 Development Agreement for Morningstar Ranch-Page 24
9.21 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.
9.22 Counterpart Originals. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original.
ATTEST: CITY OF FORT WORTH
oy
Secretary � P �' 4�� Dana Burgh ff, A tant City Manager
i� Ite: li2-�l
1 2, [
APPROVED A' O FORM'� p
LIT'
V-L)
Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the day of 14? , 14pr, 2021,
by Dana Burghdoff, Assistant City Manager of the City of Fort Worth, Texas on behalf o said
city.
, SELENA ALA Notary Public, State of Texas
:��PPV PUB'i
:Notary Public,State of Texas Printed Name:
c Comm. Expires 03 31 2024
-o; ••1�;:
Notary I My Commission Expires: ?j -31 � —0
FOF D 1324225282-4
SSE
OFFICIAL R CORD
2021 Development Agreement for Morningstar Ranch-Page 25 CITY SECR ARY
FT. WORT ,TX
OWNER:
FG ALEDO DEVELOPMENT, LLC,
a Texas limited liability company
By: KTFW INVESTMENTS, INC.,
a Texas corporation, its Manager
By: Ze�;o
rim Gill
Its President
FWFW HOLDINGS, INC.,
a Texas corporation
By:
Kim Gill
Its President
STATE OF TEXAS §
COUNTY OF TEXAS §
This instrument was acknowledged before me on 40=, oar 14 , 2021, by Kim Gill,
President of FWFW NET r,n.�rr- , a Texas corporation, on behalf of said corporation.
TINA MICHELLE LEWIS
Notary Public,State of Texas+ -
y= Comm.Expires 06 16 2025
Notary ID t25t79889
Notary Public, State of Texas
����•OF��
Printed Name: Tre. M. LA-- S
My Commission Expires: b�llo�9b _
STATE OF TEXAS §
COUNTY OF TEXAS §
This instrument was acknowledged before me on Qcf.6e-v- 2021,
by Kim Gill, President of KTFW INVESTMENTS, INC., a Texas corporation, said corporation
acting in its capacity as Manager of FG ALEDO DEVELOPMENT, LLC, a Texas limited
liability company, on behalf of said limited liability com any.
,�"""�•,, TINA MICHELLE LEWIS
_`,• nNotary Public.State of Texas
:. :zc Comm.Expires 06-16-2025 Notary Public, State of Texas
NotarylD 125179689 f/11 Printed Name: 1hq ►M. t-:eLAJf5
11���
My Commission Expires: 61 l U ( aD a.SS
[SEAL]
2021 Development Agreement for Morningstar Ranch-Page 26 OFFICIAL RrC �;Rk)
CITY S1 CRET RAG Y
FT 9iVORTH,TX
Exhibit A
Legal Description of Additional Property
Lq*description of land
Being a 330.42 acres tract dewmined by field survey simaied in the E.DEAN SURVEY,ABSTRACT NO.3S4;
W.GLOVER SURVEY,ABSTRACT NO.2S84;L MORRIS SURVEY,ABSTRACT NO.927 and the CRIDER
SURVEY,ABSTRACT NO.112l,PwkwCoudy,Tcus.be WS ag the kdow*called tract: Cs 302 acres
+aF conveyed by the Lynn LivieS Tnul toTommy Calvin Lyak Duren Joe Lyoa,and Pamela Gad}Lyon Fnqus as
evklsnood by deed recorded in Volume 1874,Pare 685,Rol Property Records Parka Qxwy.Tawas(Tracts I
mad 11);Called l O acres 44 conveyed by the Lyon Living Trust so Tommy Lyon dr Pam Lyon Fop&as evidenced
by deed recorded In Vdmse 1274.Page 680.Real Property Re oafs Patna County,Teas;Called 20 acres 0-
conveyed by the Lyon Living T1nst to Darrel Joe Lynn n evidwced by deed recorded in Volume 1974,Pap 6716,
Rat Property Records Putea C lwa*y,Taos;and Called 1182 acres+X conveyed nveyred by In C bria Lyon,Tommy
Calvin Lyon,and Dung Joe Lyon to Tory Wayne Fwlua,Jr. and Pamela Gait Rrgna as evidence by deed
recorded in Volume 2002,Pap 24 Reel Property Room*Pwimr Canty,Texas` Said 33Q42 aw tract be*
more particularly doacribed by miles and boards wfblbws:
BBGINNING at a 112"iron rod found in the am*line of aid Tact t,being the awrthaly soutbsast comae of d ai
ca toias trail of land described indeed to BetyJo DeatingBrowrder.secorded ioVairme5W.Pop 487,Deed Records,
Paelca County,Taos,ad being the soudhw corner of HOLLY RIDGE ESTATES,m Addition in Parka County,
Tirana. acuor ft to the Plat recorded in Plat Cabinet 8,Slide 074, Phi Records, Padrer County, Tess, said
BbBf3IAI1+Iflrf7 point baying a NAD 83. Zane 42M (Grid) coardiate value of NORTH*966567.89 and
EAST:2247996642,far nffinwr
THENCE N U*39W E,along theconw n tineofssid Traci ll and said HOLLY RIDGE ESTATES,a192626 fen
posing a lQ"inn and found at do common near carnerofLoft 13 and 14 ofssid HOLLY RIDGE ESTATES,and
csntiw0s&abng said common line.in all,a dideoce of 10&33 feet to a paint at the soutAea rt coner of odd HOLLY
RIDGE ESTATES and being tot southwest corner of dot certin tenet of had down ibed in deed to MCRS Ruck
reoonded in Vokwic 140%Page 1104,Rol ft%w1y R,ecosrir,Padar County,Twos,flare said point a 3"need fence
comer poet fmod bears N 85Vn1"E.a dia mwe of 127 bet and an 8"wood post found bears N 19%W 18"W,a
distance of 1.10 feet,brrdtrence;
THENCE N W0436"E,a distance of 0.83 feet to the marthareat cocoa of rho certain tract of land desrrbed in
deed to BAR-KO Land Company,LLC,recorded in Iss"me t Number 201931204,ORicial Public,Records,
Parka County.Texss;
THENCE along too wtsat and stoma fine ofsaid BAR-KO Lard may.MC,tract,as blW&C
S 00°460C E,a diobnee of 3SO07 feet to a fir capped iron rod Paned Awsped"C.F.Static RPLS 5084"at the
santbnaest comer of mid BAR KO Land Co 4my,LLC,twee,being the bins of a curve to the A&K whose
radio is 37100 feet and"hone be dw rd beatsS 7r(OV4'E.a cbord d won of 78.75 feet;
Abe&aid curve in a soodwmstnrly disadoo,tlYuuSa a antral sate of 12'037 6",an arc distance of 78.90 fat to a
112"copped iron rod fouad sdmgwd'C.F.Strk RPLS SM*;S66'0176"E,a distance of771.73 fat In a 1 R'cappeid
iron rod found stamped'C.F.Stark RPLS 3084•,N 5143VIr E,a dirsmce of 697.94 feet to a 4'nmeW pass feast
at the souabeast carnet of aid BAR-KO Land Compony,LLC:,tzar she bdag the sculhexly southwest corner of
too cutsin tract of land deam"bod indeed to BAR-KO Land C atnpmy, LLC, romtded in Gmahument Nuwbir
201917432,Official Public Records,Parkas Canty,Tetras,being in the act line of said Tract If and bdaS the mast
nartsefly awdiv ast earner of dust certain ftd of lend described in deed to Witfina Fbsnie8, d d.woosded in
Volume 237,Page%4 Deed Records,Farber Cbusty,Tanana;
THENCE&IM doe common tine of said Tnsat If and said Firming,ctal tree,generally aimS a fence,as follow:
S WS V03'IF,a diet ow of 1250.06 feet to a 4"meW fence corner peat bad;
S 8r2TS1"W,a distance of 1 OSS b2 feet to a 4'metal face corner post found;
S 17ZS"Or W,a distance of 1365.91 feel to a bend in add fence;
Exhibit A—Page 1
S 1612700"W,a durance of319.7S feet to a 1 f2"capped man and Bet stamped •C.F.Stark RPLS 5094"
S 50'2W24"E,a distance of 244,10 feet to a 4"metal fence corner post found;
S 33031'43"B,a distance of 277.98 feet to a 4"metal fence corner post found;
S 7WS5'14"P.a distance of 148.53 fat to a 4"metal fence post found;
S 71°45'48"E,a distance of 306.43 feet to a metal faMx post found;
S 71"4723'IF,a distance of 812.54 feet to a I X capped iron rod set stamped"CA Stark ItPLS Sm-
S 49129"34" E,a distance of 16717 feet to 112' capped iron rod set saampod*CF,Stark RPLS 5084'
S 01'31'46"E.a distance of 763.95 feat to a 6"wood fence corner post to and at the southeast corner of said T
11 and being.the northeast earner of that certain tract of land described in deed to F WFW Holdings.inc.,record ed
in instrument Number 2014-10303,Official Public It cords,Parker County,Texan;
THENCE S 89°26'49"W.along the common line of said Tract II and said FWFW Holdings,lac.,track a distance
of 4212-50 fat to a 4"metal fence tamer post£ward at the swilwast comer of said Tract 11;
THENCE N 0101158' W,continuing along the common lime of aid Tract 11 and said FWFW Holdings., lap
trail,a distance of 247.39 fat to a 41 mewl fence earner pout found at the southeast comer of said Tract 1;
THENCE N 89046'43"W,along the contmoo lime of said Tract 1 and said FWFW Holdings„Inc.,tract,a distance
of 2433.98 fed to a Texas Department of PWAk Transportatim monument found(herein after called TxD T
mow meet)in tlua cast line of Pam To Mariect Highway 3325(A.KA Farmer Road-Right-of-Way varies)and
being the northwest corner of said FWFW Holdings,Inc.,trail,said TxDOT monument found being in a curve to
the right.whose radius is 7579,44 feet and whose long tabard been N 03°l 3'30"E,a chard disRance of 199.35 feet
THENCE along the east line of said Farm To Market Highway 3325 sad along said curve,in a northeasterly
direction,through a central angk oMI W53".an arc distance of 189,35 feet to a TxDOT monument found; ff
I I:IENCE N 03056126"E,continuing along the east line of said Farm To Market Highway 3325,a disaance of
315.95 feet 10 a TxDOT mmnuttent found at the beginning of a cave to the left,whose radius is 7690-44 fiat and
whose burg chord been N 03'29'04"Ew a chord distance of 122,59 feet;
THENCE continuing along the cast line of said Farm To Market Highway 3325 and along said curve, in a
northeasterly direction, through a central angle of OW3444", an arc distance of 122.59 fact to a Tx
monument found in the north lice of said Tract 1,in the south line of said Betsy Jo Dearing Browder tract
being the most westerly northwest comer of the herein described 350,42 acre awt;
THENCE N 89053.30'E,leaving the east line of said Farm To Market Highway 3325,along the common lie ofsa
Tract 1 and said Betsy Jo Dearing Browder tract,passing the northeast comer of said Tract I and the moat
northwest corner of said Tract 11,and cwtinuWg along the common line of said Tract 11 and said Betsy Jo
Browder tract, in AL a distance of 3247.97 fea to a 112" iron rod fooard at the most soa+dwrly saartheast corner of
said Betsy Jo bearing Browder tract;
THENCE along the cannon line of said Tract 11 and said Betsy Jo Deming Browder out,generally along a fence,
follows:
N 01'19'20"W.a distance of 262.02 fee to a bend in said fence;
N 0192931"W.a distance of 510.59 fed to a bend in nail fence;
N 01'11'19"W.a distance of 844.21 feet to a bend in said fencer
N 01'10'59"W.a distance of 1471.49 feet to a band in said feud
Exhibit A-Page 2
N 01 OV 140 W.a distance of 418.49 feet b a bend in said fens;
N 010M3'W,a distan oe of 389,23 foes 10 a bend in said fm c
N 0100216'W,a didance of 283.66 feet to a 4"metal fence cornet post fond a the most northrdy
northwest coma of said Trod It and being an ell corner of said Betsy Jo naming Browder tract;
THENCE N BMW E,eoathnuina along the common line of said Tag 11 wW aid Betsy Jo
Dearing Browder out,a distance of 197.36 fat to dw POINT OF BEGINNING and containing
330.42 acres of tend,prove or ku.
Exhibit A—Page 3
Exhibit B
Map of the Property and the Districts
AA8�S7RACT NC2 631
.I ABSTRACT NQ 15M
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load-
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rr � t�alrR Wr - - — • — • — • — — — —
AB57RACr NO 1584 ]\�17 m 2
530-3v19880 ACRES
Q CIO
I --�`SMAACT ND. 917Y GS i
ASA
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CA[W J40lrSbN 540WY
ABSTRACT NO 754
MUD I
! 557.4334 ACRES
. R J. A0=ARY.56WPEY
ABSTRACT NO. -007
MANLY=SNALYLlZ SU WY — — — — — —
ABS7RACT NC2 23I7
.lD. KYZE SW WY
ABS7RACr Na 792
.[ D. NLbRR15 9A7YPY NlI. Cw[Z'F SY�J7PY£Y BE &A.N, TANdY SUAWY
ABSTRACT NO 926 ABSTRACT NO. 2373 w85TRwCr NO.. 2J56
` WA-- 7-09-21
MORNINGSTAR SPOONER& t� � of >��
A
MUNICIPAL DISTRICT 1 SS F�+ei I g '4 # °o.Y
w�
AND MvlvicIPAi DISTRICT a
309 BYERS STREET,SIU(E 100 EULESS TEXAS 7MM 5922
(e1T)ae5-e448 WMV.SP00W-FvIJWEY0RS.0OA1
2m.Hl1I1011HiAL1-0TolQt.UY1G TEPLSFM W 1OD549DO '�'a •..E y/
C� M�an1 caiEc�sr:E.S.S. MLA)1 and IuA 1D 2—PAGE 1 OF 1
Exhibit B—Page 1
Exhibit C
Legal Description of the Property
DISTRICT ONE
BEING a 557.4334 acre tract of land located in the M.S. Teter Survey, Abstract Number 2070,
P.J. McClary Survey, Abstract Number 907 and J.D. Morris Survey, Abstract Number 927,
Parker County, Texas, said 557.4334 acre tract being a portion of a called 138.278 acre tract of
land conveyed to FG ALEDO DEVELOPMENT, LLC, by deed thereof filed for record in
Instrument Number 201410308, Official Public Records, Parker County, Texas, said 557.4334
acre tract being a portion of the remainder a called 598.949 acre tract of land conveyed to
FWFW HOLDINGS, INC., by deed thereof filed for record in Instrument Number
201410303, Official Public Records, Parker County, Texas, said 557.4334 acre tract being mor
particularly described by the metes and bounds as follows:
BEGINNING at a Texas Department of Transportation brass monument found (hereinafter
referred to as a TXDOT monument found) at the southerly end of a corner clip located at the
intersection of the north right-of-way line of Old Weatherford Road (being a variable width
public right-of-way) with the east right-of-way line of Farmer Road (being a variable width
public right-of-way also known as Farm to Market Highway No. 3325), said beginning point
also having a NAD83 Texas North Central Zone (4202) grid coordinate of N: 6,954,954.08 and
E: 2,245,264.49;
THENCE North 45°21'l 8" West, along the said corner clip, 71.52 feet to a Texas Department
of Transportation brass monument found at the northerly end of the said corner clip;
THENCE along the said east right-of-way line of Farmer Road the following courses and
distances:
North 01°04'02" West, 852.02 feet to a 1/2 inch iron rod with a cap stamped "4151"
found;
North 01°04'21" West, 292.61 feet to a TXDOT monument found;
North 00°28'59" West, 13.07 feet to a 1/2 inch iron rod found;
North 01°04'30" West, 320.39 feet to a 5/8 inch iron rod with a cap stamped "JACOBS'
found;
North 01'03'10" West, 1,466.70 feet;
North 04°25'07" East, 50.19 feet to a TXDOT monument found;
North 00°59'59" West, 100.04 feet to a TXDOT monument found;
North 06°43'22" West, 50.14 feet to a TXDOT monument found;
Exhibit C—Page I
North 00°33'35" West, 47.37 feet to the beginning of a non-tangent curve to the left
having a radius of 2,924.79 feet;
Along the said curve to the left, an arc length of 155.81 feet and across a chord which
bears North 02°35'58" West, a chord length of 155.80 feet;
North 05'47 11" East, 104.38 feet to a TXDOT monument found;
North 0715'41" West, 308.99 feet to a TXDOT monument found;
North 29°21'05" West, 106.79 feet to a TXDOT monument found at the beginning of a
non-tangent curve to the left having a radius of 2,924.79 feet;
Along the said curve to the left, an arc length of 248.61 feet and across a chord which
bears North 16°33'43" West, a chord length of 248.53 feet to a TXDOT monument
found;
North 18058'58" West, 877.17 feet to a TXDOT monument found at the beginning of a
non-tangent curve to the right having a radius of 1,849.86 feet;
Along the said curve to the right, an arc length of 99.08 feet and across a chord which
bears North 17°25'36" West, a chord length of 99.06 feet;
THENCE departing the said right-of-way line of Farmer Road and over and across the said
598.949 acre the following courses and distances:
North 89029'59" East, 987.57 feet;
South 85°47'44" East, 144.39 feet;
North 15056'45" East, 115.99 feet to the beginning of a non-tangent curve to the right
having a radius of 500.00 feet;
Along the said curve to the right, an arc length of 49.89 feet and across a chord which
bears South 71°06'54" East, a chord length of 49.87 feet;
South 68°15'24" East, 225.38 feet to the beginning of a curve to the right having a
radius of 30.50 feet;
Along the said curve to the right, an arc length of 15.64 feet and across a chord which
bears South 53°33'56" East, a chord length of 15.47 feet to the beginning of a curve to
the left having a radius of 50.00 feet;
Along the said curve to the left, an arc length of 129.82 feet and across a chord which
bears North 66°44'36" East, a chord length of 96.31 feet to the beginning of a curve to
Exhibit C—Page 2
the right having a radius of 30.50 feet; �
g g
Along the said curve to the right, an arc length of 11.49 feet and across a chord which
bears North 03°09'00" East, a chord length of 11.42 feet;
South 68'15'24" East, 119.72 feet;
North 21°44'36" East, 95.00 feet;
South 68'15'24" East, 355.00 feet;
South 66'17'41" East, 98.06 feet;
South 59'04'13" East, 97.32 feet;
South 51°43'41" East, 97.88 feet;
South 49'23'17" East, 155.00 feet;
North 40°36'43" East, 118.81 feet;
North 02°23'24" West, 20.00 feet to the beginning of a non-tangent curve to the left
having a radius of 50.00 feet;
Along the said curve to the left, an arc length of 178.66 feet and across a chord which
bears North 14°45'25" West, a chord length of 97.68 feet to the beginning of a curve to
the right having a radius of 30.50 feet;
Along the said curve to the right, an arc length of 24.87 feet and across a chord which
bears South 86'14'07" West, a chord length of 24.19 feet;
North 40°36'43" East, 127.97 feet;
North 49'23'17" West, 64.43 feet to the beginning of a curve to the left having a radius
of 1,045.00 feet;
Along the said curve to the left, an arc length of 17.50 feet and across a chord which
bears North 49°52'05" West, a chord length of 17.50 feet;
North 39°39'08" East, 179.32 feet;
North 16°57'38" East, 121.40 feet to the beginning of a non-tangent curve to the right
having a radius of 280.00 feet;
Along the said curve to the right, an arc length of 23.37 feet and across a chord which
bears North 70°38'53" West, a chord length of 23.37 feet;
Exhibit C—Page 3
North 68015'24" West, 74.92 feet;
North 21°44'36" East, 279.36 feet;
North 08017'52" East, 51.41 feet;
North 00013'12" East, 234.40 feet;
North 89026'50" East, 8.63 feet;
North 00033'10" West, 120.00 feet;
North 89026'50" East, 517.88 feet;
North 890 16'06" East, 80.00 feet;
North 89005'25" East, 225.00 feet;
South 45054'35" East, 14.14 feet;
South 00054'35" East, 153.08 feet;
North 89005'25" East, 300.00 feet;
South 00°54'35" East, 5.00 feet;
North 89005'25" East, 350.00 feet;
South 00°54'35" East, 60.00 feet;
North 89005'25" East, 550.00 feet;
South 00054'35" East, 420.00 feet;
North 89005'25" East, 650.00 feet;
South 00054'35" East, 360.00 feet;
North 89005'25" East, 300.00 feet;
i
North 00054'35" West, 300.00 feet;
North 89005'25" East, 730.00 feet;
North 00054'35" West, 125.00 feet;
Exhibit C—Page 4
North 89°05'25" East, 5.00 feet;
North 00°54'35" West, 350.00 feet;
North 89°05'25" East, 129.67 feet;
North 00°09'21" West, 228.80 feet to the beginning of a curve to the right having a
radius of 30.50 feet;
Along the said curve to the right, an arc length of 23.55 feet and across a chord which
bears North 21°58'01" East, a chord length of 22.97 feet;
North 89°50'39" East, 126.35 feet to the east property line of the said 598.949 acre tract
same being the west property line of a certain tract of land conveyed to Walsh Ranches,
Ltd., by deed thereof filed for record in Volume 237, Page 562, Deed Records, Parker
County, Texas;
THENCE South 00°09'21" East, along the said east property line and along the said west
property line, 1,388.40 feet to a cross tie found at the most southerly northeast property corner
of said 598.949 acre tract, same being the southwest property corner of the said Walsh tract,
said cross tie found being on the north property line of a certain tract of land conveyed to W.C.
Onken, by deed thereof filed for record in Volume 1142, Page 648 Deed Records, Parker
County, Texas;
THENCE South 89°05'25" West, along a south property line of the said 598.949 acre tract an
along the said north property line of the Onken tract, 2,077.14 feet to a cross tie found at a
northeast property corner of the said 598.949 acre tract, same being the northwest property
corner of the said Onken tract;
THENCE South 0I'lY18" East, along an east property line of the said 598.949 acre tract,
4,817.83 feet to a cross tie found at the southeast property corner of the said 598.949 acre tract,
said cross tie found being on the north property line of a certain tract of land conveyed to Beggs
Geo 111, et Al, by deed thereof filed for record in Volume 204, Page 497, Deed Records, Parke
County, Texas, same being the future north right-of-way line of Old Weather Road(not
recorded at time of survey);
THENCE along the said south property line of the said 598.949 acre tract and along the said
north property line of the Beggs tract the following courses and distances:
North 69°37'17" West, 342.48 feet to a 5/8 inch iron rod with a cap stamped "JACOBS"
found;
North 78'56'1 I" West, 382.16 feet;
South 78°25'49" West, 296.23 feet to a 5/8 inch iron rod with a cap stamped "JACOBS'
Exhibit C—Page 5
found;
South 71°49'06" West, 625.79 feet to a 5/8 inch iron rod with a cap stamped "JACOBS"
found;
South 83°02'14" West, 195.24 feet to a 5/8 inch iron rod with a cap stamped "JACOBS"
found;
North 84'16'49" West, 132.86 feet to a 5/8 inch iron rod with a cap stamped "JACOBS'
found;
North 64°52'53" West, 160.44 feet to a 5/8 inch iron rod with a cap stamped "JACOBS"
found;
North 81°04'46" West, 540.40 feet to a 2 inch iron pipe fence corner found;
North 89°5TI6" West, 1,436.84 feet to the POINT OF BEGINNING.
The herein above described tract of land contains a computed area of 557.4334 acres
(24,281,800 square feet) of land, more or less.
The bearings recited herein above are based on a local coordinate system based on NAD83
Texas North Central Zone 4202, derived from GPS RTK observations using the North Texas
VRS Network(maintained by Allterra Central, Inc.)
DISTRICT TWO
BEING a 530.3980 acre tract of land located in the M.S. Teter Survey, Abstract Number 207 ,
W.H. Glover Survey, Abstract Number 2584, J.D. Morris Survey, Abstract Number 927, C.
Rider Survey, Abstract Number 1 121, and E. Dean Survey, Abstract Number 354, Parker
County, Texas, said 530.3980 acre tract being all of a called 350.42 acre tract of land conveyed
to 350 LYONS LAND INVESTMENTS, LLC, by deed thereof filed for record in Instrument
Number 202112419, Official Public Records, Parker County, Texas, said 530.3980 acre tract
being a portion of a called 737.227 acre tract of land conveyed to FWFW HOLDINGS, INC.,
by deed thereof filed for record in Instrument Number 201410303, Official Public Records,
Parker County, Texas, said 530.3980 acre tract being more particularly described by the mete
and bounds as follows:
BEGINNING at a Texas Department of Transportation brass monument found (hereinafter
referred to as a TXDOT monument found) at the northwest property corner of the said 737.2 7
acre tract, same being the southwest property corner of the said 350.42 acre tract, said beginning
point being on the east right-of-way line of Farmer Road (being a variable width public right-of-
way also known as Farm to Market Highway No. 3325), said beginning point also having a
NAD83 Texas North Central Zone (4202) grid coordinate ofN: 6,961,751.09 and E:
Exhibit C—Page 6
2,244,603.92, said beginning point being at the beginning of a curve to the right having a radi Lis
of 7,579.44 feet;
THENCE along the said right-of-way line and along the said curve to the right, an arc length of
189.08 feet and across a chord which bears North 03'15'18" East, a chord length of 189.08 fe t
to a TXDOT monument found;
THENCE North 03°56'22" East, 316.07 feet to a TXDOT monument found at the beginning f a
non-tangent curve to the left having a radius of 7,699.44 feet;
THENCE along the said curve to the left, an arc length of 122.59 feet and across a chord which
bears North 03°34'28" East, a chord length of 122.59 feet to a TXDOT monument found at th
most westerly northwest property corner of the said 350.42 acre tract;
THENCE North 89°53'09" East, along the north property line of the said 350.42 acre tract,
3,248.64 feet to a northwest property corner of the said 350.42 acre tract;
THENCE along a west property line of the said 350.42 acre tract the following courses and
distances:
North 01°1941" West, 262.08 feet;
North 01°29'52" West, 510.70 feet;
North Ol°11'40" West, 844.39 feet;
North O 1°11'20" West, 1,471.79 feet;
North 01°22'34" West, 418.58 feet;
North 01°29'54" West, 389.33 feet;
North 01'03'16" West, 283.72 feet to a 4 inch metal post found at the most northerly
northwest property corner of the said 350.42 acre tract;
THENCE North 88°34'49" East, along a north property line of the said 350.42 acre tract, 19 .68
feet to a 1/2 inch iron rod with a cap stamped "TEXAS SURVEYING INC" found at the
southwest lot corner of Lot 14, Holly Ridge Estates, being an Addition to Parker County, Texas,
according to the plat thereof filed for record in Cabinet B, Slide 74, Plat Records, Parker County,
Texas;
THENCE North 88°38'44" East, along the said north property line, 1,857.45 feet to a 1/2 inc
iron rod with a cap stamped "STARK 5084" found at the most northerly northeast property
corner of the said 350.42 acre tract, same being the southeast lot corner of Lot 13 of the said plat
of Holly Ridge Estates, same being the southwest property corner of a called 103.95 acre tract of
land conveyed to Bar-ko Land Company, LLC, by deed thereof filed for record in Instrument
Exhibit C—Page 7
i
Number 201917432, Official Public Records, Parker County, Texas, said point also being the
northwest property corner of a called 15.47 acre tract conveyed to Bar-Ko Land Company, L C,
by deed thereof filed for record in Instrument Number 201931204, Official Public Records,
Parker County, Texas;
THENCE along the common property line of the said 350.42 acre tract and the said 15.47 acre
tract the following courses and distances:
South 00'46'13" East, 350.06 feet to the beginning of a non-tangent curve to the right
having a radius of 375.00 feet;
Along the said curve to the right, an arc length of 78.89 feet and across a chord which
bears South 72'03'13" East, a chord length of 78.75 feet;
South 66°01'35" East, 771.72 feet;
North 51°39'08" East, 697.93 feet to a 4 inch metal post found at the most easterly
northeast property corner of the 350.42 acre tract, same being the east property corner of
the said 15.47 acre tract, same being the most southerly southeast property corner oft e
said 103.95 acre tract, same being a northwest property corner of a certain tract of Ian
conveyed to Walsh Ranches Ltd., by deed thereof filed for record in Volume 237, Page
562, Deed Records, Parker County, Texas;
THENCE along the easterly property line of the said 350.42 acre tract and along the westerl.
property line of the said Walsh Ranches tract(Vol. 237, Pg. 562) the following courses and
distances:
South 00°58'02" East, 1,250.04 feet;
South 88°26'49" West, 1,055.84 feet to a 4 inch metal post found;
South 17°16'01" West, 1,973.87 feet;
South 50°20'51" East, 244.06 feet to a 4 inch metal post found;
South 33°31'25" East, 278.03 feet;
South 70°54'56" East, 148.55 feet;
South 71°45'30" East, 306.48 feet;
South 71°47'05" East, 812.68 feet;
South 49'29'16" East, 167.90 feet;
Exhibit C—Page 8
South 01°21'28" East, 764.09 feet to a cross tie found at the southeast property corner f
the said 350.42 acre tract, same being the northeast property corner of the said 737.2.2
acre tract;
THENCE South 00°09'21" East, along the said east property line of the said 737.227 acre tra t
and continuing along the said west property line of the Walsh Ranches tract, 423.47 feet;
THENCE departing the said property lines and over and across the said 737.227 acre tract th
following courses and distances:
South 89°50'39" West, 126.35 feet to the beginning of a non-tangent curve to the left
having a radius of 30.50 feet;
Along the said curve to the left, an arc length of 23.55 feet and across a chord which
bears South 21'58'01" West, a chord length of 22.97 feet;
South 00°09'21" East, 228.80 feet;
South 89°05'25" West, 129.67 feet;
South 00°54'35" East, 350.00 feet;
South 89°05'25" West, 5.00 feet;
South 00°54'35" East, 125.00 feet;
i
South 89°05'25" West, 730.00 feet;
South 00°54'35" East, 300.00 feet;
South 89°05'25" West, 300.00 feet;
North 00°54'35" West, 360.00 feet;
South 89°05'25" West, 650.00 feet;
North 00°54'35" West, 420.00 feet;
South 89°05'25" West, 550.00 feet;
North 00°54'35" West, 60.00 feet;
South 89°05'25" West, 350.00 feet;
North 00°54'35" West, 5.00 feet;
Exhibit C—Page 9
South 89°05'25" West, 300.00 feet;
North 00°54'35" West, 153.08 feet;
North 45°54'35" West, 14.14 feet;
South 89°05'25" West, 225.00 feet;
South 89°16'06" West, 80.00 feet;
South 89°26'50" West, 517.88 feet;
South 00°33'10" East, 120.00 feet;
South 89°26'50" West, 8.63 feet;
South 00'13'12" West, 234.40 feet;
South 08°17'52" West, 51.41 feet;
South 21°44'36" West, 279.36 feet;
I
South 68'15'24" East, 74.92 feet to the beginning of a curve to the left having a radius of
280.00 feet;
Along the said curve to the left, an arc length of 23.37 feet and across a chord which
bears South 70°38'53" East, a chord length of 23.37 feet;
South 16°57'38" West, 121.40 feet;
South 39°39'08" West, 179.32 feet to the beginning of a non-tangent curve to the right
having a radius of 1,045.00 feet;
Along the said curve to the right, an arc length of 17.50 feet and across a chord which
bears South 49°52'05" East, a chord length of 17.50 feet;
South 49'23'17" East, 64.43 feet;
South 40°36'43" West, 127.97 feet to the beginning of a non-tangent curve to the left
having a radius of 30.50 feet;
Along the said curve to the left, an arc length of 24.87 feet and across a chord which
bears North 86'14'07" East, a chord length of 24.19 feet to the beginning of a curve to the
right having a radius of 50.00 feet;
Exhibit C—Page 10
Along the said curve to the right, an arc length of 178.66 feet and across a chord whic
bears South 14°45'25" East, a chord length of 97.68 feet;
South 02°23'24" East, 20.00 feet;
South 40°36'43" West, 118.81 feet;
North 49'23'17" West, 155.00 feet;
North 51°43'41" West, 97.88 feet;
North 59'04'13" West, 97.32 feet;
North 66'17'41" West, 98.06 feet;
North 68'15'24" West, 355.00 feet;
South 21°44'36" West, 95.00 feet;
North 68'15'24" West, 119.72 feet to the beginning of a non-tangent curve to the left
having a radius of 30.50 feet;
Along the said curve to the left, an arc length of 11.49 feet and across a chord which
bears South 03°09'00" West, a chord length of 11.42 feet to the beginning of a curve t
the right having a radius of 50.00 feet;
Along the said curve to the right, an arc length of 129.82 feet and across a chord which
bears South 66°44'36" West, a chord length of 96.31 feet to the beginning of a curve t
the left having a radius of 30.50 feet;
Along the said curve to the left, an arc length of 15.64 feet and across a chord which
bears North 53°33'56" West, a chord length of 15.47 feet;
North 68°15'24" West, 225.38 feet to the beginning of a curve to the left having a rad us
of 500.00 feet;
Along the said curve to the left, an arc length of 49.89 feet and across a chord which
bears North 71°06'54" West, a chord length of 49.87 feet;
South 15°56'45" West, 115.99 feet;
North 85°47'44" West, 144.39 feet;
Exhibit C—Page 11
South 89°29'59" West, 987.57 feet to a point on the said east right-of-way line of Farrr er
Road, said point being at the beginning of a non-tangent curve to the right having a ra ius
of 1,849.86 feet;
THENCE along the said right-of-way line and along the said curve to the right, an arc length f
482.27 feet and across a chord which bears North 08°25'25" West, a chord length of 480.90 feet
to a TXDOT monument found;
THENCE North 00°57'45" West, 796.84 feet to the beginning of a non-tangent curve to the
right having a radius of 7,579.44 feet;
THENCE along the said right-of-way line and along the said curve to the right, an arc length Df
461.63 feet and across a chord which bears North 00°48'44" East, a chord length of 461.56 feet
to the POINT OF BEGINNING.
The herein above described tract of land contains a computed area of 530.3980 acres
(23,104,137 square feet) of land, more or less.
The bearings recited herein above are based on a local coordinate system based on NAD83
Texas North Central Zone 4202, derived from GPS RTK observations using the North Texas
VRS Network (maintained by Allterra Central, Inc.
Exhibit C—Page 12
Exhibit D
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT("Assignment") is made and
entered into as of the day of between
a (`Assignor"), and , a
("Assignee") (Assignor and Assignee are hereinafter sometimes collectively
referred to as the "Parties " and singularly as a"Party").
RECITALS:
A. Assignor is the owner of the rights of Owner under that certain 2021 Morning; tar
Development Agreement between the City of Fort Worth and FWFW Holdings, Inc. anci 1 G
Aledo Development, LLC (the "Agreement") effective as of 2021, to the ex ent
that the Agreement covers, affects, and relates to the lands described on Exhibit A attached
hereto (the "Transferred Premises").
B. Assignor desires to assign certain of its rights under the Agreement as it relates to
the Transferred Premises to Assignee, and Assignee desires to acquire such rights, on and subject
to the terms and conditions of this Assignment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties hereby agree and act as follows:
l. Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in
this Assignment shall have the same meanings ascribed to them in the Agreement.
2. Assignment. Subject to all of the terms and conditions of this Assignr nt,
Assignor hereby assigns all [or describe specifically assigned rights if partial] of its ri hts
under the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred
Premises.
3. Assumption. Assignee hereby assumes all obligations of Assignor and any
liability that may result from acts or omissions by Assignee under the Agreement as it relates to
the Transferred Premises that may arise or accrue from and after the effective date of this
Assignment, and Assignor is hereby released from all such obligations and liabilities from and
after the effective date of this Assignment; provided, however, this Assignment does not release
Assignor from any liability that resulted from an act or omission by Assignor that occurred rior
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
Exhibit D—Page 1
AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO
THE CONTRARY.
5. Counterpart/Facsimile Execution. This Assignment may be executed in
multiple counterparts, each of which shall be deemed to be an original.
6. Notice to City. A copy of this Assignment shall be provided to the City wi hin
fifteen (15) days after execution.
7. Binding Effect. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignees and their respective heirs, personal representative, success rs,
and assigns.
EXECUTED as of the day and year first written above.
ASSIGNOR:
By:
Printed
Name:
Title:
ASSIGNEE:
By:
Printed
Name:
Title:
Exhibit D—Page 2
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of
20 , by
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of ,
20 , by
Notary Public, State of Texas
Exhibit D—Page 3
Exhibit A
Transferred Premises
Exhibit D—Page 4