HomeMy WebLinkAboutContract 57091 U
h� 2021 UTILITY AGREEMENT
FOR MORNINGSTAR RANCH
This 2021 Utility Agreement for Morningstar Ranch ("Agreement") is entered into by the
City of Fort Worth,Texas,a home-rule municipal corporation situated in Tarrant,Denton,Parker,
Johnson and Wise Counties, Texas (the "City"); Morningstar Ranch Municipal Utility District
No. 1 of Parker County ("District One"), and Morningstar Ranch Municipal Utility District No.
2 of Parker County ("District Two"), municipal utility districts created by the Texas Commission
on Environmental Quality (the "TCEQ") pursuant to Article XVI, Section 59, of the Texas
Constitution and operating under Chapters 49 and 54 of the Texas Water Code (individually, a
"District" and, collectively, the "Districts"); and FWFW Holdings, Inc. and FG Aledo
Development, LLC (collectively, "Owner"). The City, the Districts and Owner are hereinafter
sometimes referred to, individually, as a"PI!:!y" and, collectively, as the"Parties."
RECITALS
A. District One and District Two are municipal utility districts created in the City's
extraterritorial jurisdiction ("ETJ") pursuant to pursuant to Resolutions No. 3560-12-2007 and
No. 3561-12-2007 approved by the City Council on December 4, 2007 consenting to the creation
of such districts.
B. The TCEQ created District One encompassing approximately 380.316 acres of
land by Order dated August 3,2009 and District Two encompassing approximately 356.829 acres
of land by Order dated July 17, 2009.
C. Owner is developing the land within the Districts as a single-family residential
development known as Morningstar Ranch.
D. The City and WYA The Ranch at Mary's Creek, Ltd. entered that certain Utility
Agreement for Morningstar Ranch dated January 29, 2008 (the "Original Agreement") (City
Secretary Contract No. 36195) to provide for water and wastewater service to a master-planned
community to be known as Morningstar Ranch, as amended by the First Amendment to the
Original Agreement dated May 14, 2011 (the "First Amendment") (City Secretary Contract No.
36195-A1).
E. Owner acquired ownership of the land within District One and District Two and
entered into an Amended and Restated Utility Agreement for Morningstar Ranch effective August
21, 2015 (City Secretary Contract No. 36195-A2), as amended by City Secretary Contract No.
36195-AIAI (collectively,the "Amended and Restated Utility Agreement").
F. By Order dated March 30,2017 the Board of Directors of District Two approved
the exclusion of approximately 176.613 acres from District Two, which land was annexed by
District One.
G. On January 26,2021,the City Council of the City approved Resolution No. 5336-
01-2021 (the "Consent Resolution") consenting to the addition of approximately 350.42 acres of
Iand described in Exhibit A attached hereto (the "Additional Prosy" or "Lyon Ranch") to
District Two. -�
2021 Utility Agreement For Morningstar Ranch-Page I 0TV S eLKET RY
H. It is Owner's intention to develop the Additional Property for single-family
residential uses as an extension of Morningstar Ranch(the "Development").
L 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 and described in Exhibit C attached hereto
(collectively,the "Pro ei ").
J. 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 certain
agreements, including without limitation the Amended and Restated Utility Agreement.
K. The Parties wish to enter into this 2021 Utility Agreement for Morningstar Ranch
to address utility service to the Additional Property and to amend and update the Amended and
Restated Utility Agreement.
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and
conditions hereafter set forth, the Parties contract and agree as follows:
ARTICLE I
WASTEWATER SERVICE, INFRASTRUCTURE AND CHARGES
1.01 Wastewater Service and Wastewater Study. The City shall provide retail
wastewater collection and treatment service to customers within the Property, subject to the
Districts' and Owner's performance of their obligations under this Article I. The Owner should
submit Wastewater Study consistent with owner's development plan and City's study guidelines
for the City's review and approval. On-site sewage treatment and disposal facilities are prohibited
on the Property,
1.02 Off-Site Wastewater Lines.
(a) Completed Off-Site Wastewater Line. Owner, on behalf of the Districts, has
designed and constructed or caused to be designed and constructed approximately 2.64 miles of
30-inch sanitary sewer main connecting the eastern boundary of the Property to the existing City
system (the "Completed Off-Site Wastewater Line"). At the City's request, Owner, on behalf of
the Districts, oversized the Completed Wastewater Line from 18 inches, required to serve the
Development, to 30-inches. The Completed Off-Site Wastewater Line has been accepted by the
City and Owner and Owner and the Districts have been fully reimbursed by the City for the costs
of oversizing such line.
(b) Lyon_Ranch Off-Site Wastewater Line. Owner, on behalf of the Districts, shall
design and construct or cause to be designed and constructed approximately 2.5 miles of sanitary
sewer main generally in the location shown on Exhibit D to serve the Additional Property, with
the final alignment to be determined by the City after consulting with Owner and making
reasonable efforts to address Owner's concerns regarding the alignment and to select a cost-
effective alignment (the "Lyon Ranch Off-Site Wastewater Line,"). The Lyon Ranch Off-Site
2021 Utility Agreement for Morningstar Ranch-Page 2
Wastewater Line shall be designed to serve Lyon Ranch, for an approximate average flow of
423.89 gpm to serve 1744 lots. A detailed comprehensive wastewater study should be submitted
prior to preliminary plat for city's approval. This sewer main shall be constructed on a schedule
determined by Owner and the Districts in their sole discretion. If the City requires Owner to
oversize the Lyon Ranch Off-Site Wastewater Line, the City shall reimburse Owner for the cost
of oversizing in accordance with Section 3.05. The City shall not record or allow the recording
of a final plat containing any single-family lot within Lyon Ranch until construction of the Lyon
Ranch Off-Site Wastewater Line is complete and such line is accepted by the City.
(c) Mary's Creek Wastewater Line. Owner on behalf of the Districts, shall install an
8-inch or larger sanitary sewer line, depending on slope, from the Little Mary tributary to the
southwest and terminating at Old Weatherford Road in Phase 2 on a schedule determined by
Owner and the Districts in their sole discretion, when needed to serve approximately 60 lots
fronting Old Weatherford Road at the southeast quadrant of the Property (the "Mary's Creek
Wastewater Line"), The City is requesting oversizing of this sewer main extension per the City's
Installation Policy and shall reimburse Owner for the cost of oversizing in accordance with Section
3.05.
(d) Reservation of Capacity. The Districts have the right to the capacity that the
Districts paid for by constructing the Completed Off-Site Wastewater Line and will pay for by
constructing the Lyon Ranch Off-Site Wastewater Line and the Mary's Creek Wastewater Line as
needed to serve the Property for development in accordance with approved final plats,and the City
has reserved such capacity to serve the Property, subject to payment of per acre charges, if any,
for final platted lots in Lyon Ranch in accordance with Section 1.04(c).
1.03 On-Site Wastewater Infrastructure. Owner, on behalf of the applicable District,
shall design and construct or cause to be designed and constructed on the Property all wastewater
collection lines necessary to serve the Property based on a detailed comprehensive sewer study
that will be submitted to the City for approval prior to preliminary plat. Owner, on behalf of the
applicable District, shall construct at the developer's cost with City's oversizing a wastewater
extension from the off-site sewer main to the most western property boundary along Mary's Creek
when the commercial area at the intersection of Westpoint Blvd. and Farmer Road during final
platting and before final plat being recorded. Wastewater Infrastructure to serve a portion of the
Property has been constructed by Owner, on behalf of the applicable District, and accepted by the
City. Additionally, Owner,on behalf of the applicable District,shall design and construct or cause
to be designed and constructed on the Property wastewater collection lines to the most northern
and most western boundaries of Lyon Ranch boundary and the most southern boundary of
Morningstar when designing and constructing the development infrastructures for those sections
of the development with City's oversizing cost participation to comply with "Wastewater Mains
Across & Along Creek/River/Water" per Installation Policy and Design Criteria for Water,
Wastewater and Reclaimed Water Infrastructure as amended.
1.04 Tap Fees; Impact Fees; Per Acre Charges,
(a) Tap or service connection fees for wastewater service provided within the Property
(excluding Impact Fees as herein defined) shall be the same as if the services are provided within
2021 Utility Agreeinent for Morningstar Ranch-Page 3
the City's corporate limits.
(b) The City may collect the maximum assessable wastewater impact fees (based on
the meter size) for the costs of capital improvements or facility expansions necessitated by and
attributable to the development of the Property ("Impact Pees"), as determined by the City from
time to time in accordance with Chapter 395 of the Local Government Code("Chapter 395"). The
Districts or Owner shall pay or cause to be paid Impact Fees at the time a Building Permit is issued.
Payments to the City pursuant to this Section 1.04(b) are not contingent upon the Districts'
collection of such amounts, and may be paid from the Districts' operation and maintenance tax
revenues or any other source of District funds.
(c) The capacity needed to serve the Additional Property beyond the capacity that the
Districts have paid for by constructing the Completed Off-Site Wastewater Line and will pay for
by constructing the Lyon Ranch Off-Site Wastewater Line and the Mary's Creek Wastewater Line,
as determined by the approved wastewater study, will be assessed the Per Acre Charges with
inflation rate as amended.
1.05 Certificate of Convenience and Necessity. The Districts and Owner will support
the City in obtaining an amendment to the City's sewer certificate of convenience and necessity
("CCN") to include any portion of the Property not currently in the City's sewer CCN. The
Districts and Owner shall cooperate with the City on the CCN application process. The Parties
agree that they shall execute and deliver such other and further assurances, instruments and
documents as are or may become necessary or convenient to effectuate and carry out the intent of
this Section.
ARTICLE II
WATER SERVICE,INFRASTRUCTURE AND CHARGES
2.01 Water Service and Water Study. The City shall provide retail water service to
customers within the Property, subject to the Districts' and Owner's performance of their
obligations under this Article H. The Owner should submit Water Study consistent with owner's
development plan and City's study guidelines for the City's review and approval.
2.02 Off-Site Water Lines.
(a) Completed Off-Site Water Lines. Owner, on behalf of the Districts, has designed
and constructed or caused to be designed and constructed (i) approximately 2.55 miles of 16-inch
Westside V Pressure Plane line from the pumping station located south of IH-20 to Morning Mist
Drive; and (ii) approximately 2.17 miles of 16-inch Westside IV Pressure Plane line from the
southeast corner of the Property (Old Weatherford Road) to the connection point of the existing
30-inch water line in Walsh Ranch. (the "Completed Off-Site Water Lines"). At the City's
request, Owner, on behalf of the Districts, oversized.the Completed Off-Site Water Lines from 12
inches, required to serve the Development,to 16-inches along FM 3325. The Completed Off-Site
Water Lines have been accepted by the City and Owner and the Districts have been fully
reimbursed for the costs of oversizing such lines.
2021 Utility Agreement for Morningstar Ranch-Page 4
(b) Lyon Ranch Off-Site Water Line. Owner, on behalf of the Districts, shall design
and construct or cause to be designed and constructed a 24-inch of Westside IV water main
generally in the location along Westpoint Blvd shown on Exhibit E to serve Lyon Ranch, with
the final alignment to be determined by the City after consulting with Owner and making
reasonable efforts to address Owner's concerns regarding the alignment and to select a cost-
effective alignment (the "Lyon Ranch Off-Site Water Line"). The Lyon Ranch Off-Site Water
Line shall be designed to serve the Lyon Ranch,as determined by a detailed comprehensive water
study to be submitted to the City for approval prior to preliminary plat submittal, and shall be
constructed on a schedule determined by Owner and the Districts in their sole discretion.The City
is requesting the Owner to oversize the Lyon Ranch Off-Site Water Line and shall reimburse
Owner for the cost of oversizing in accordance with Section 3.05. The City shall not record or
allow the recording of a final plat containing any single-family lot within Lyon Ranch until
construction of the Lyon Ranch Off-Site Water Line is complete and such line is accepted by the
City.
(c) The Districts have the right to the capacity that the Districts paid for by constructing
the Completed Off-Site Water Lines and will pay for by constructing the Lyon Ranch Off-Site
Water Line, as needed to serve the Property for development in accordance with approved final
plats, and the City has reserved such capacity to serve the Property, subject to payment of water
main capacity charges, if any,for final platted lots in Lyon Ranch in accordance with Section 2.05.
2.03 On-Site Infrastructure. Owner,on behalf of the applicable District, shall design and
construct or cause to be designed and constructed on the Property all Westside 4 and Westside 5
water distribution lines necessary to serve the Property per the detailed comprehensive water study
to be submitted to the City for approval prior to preliminary plat submittal. Owner shall design
and construct the on-site water distribution lines to include capacity sufficient for potable water
service, irrigation service, and fire protection for the areas served by those lines. Neither the
Districts nor Owner will drill water wells for potable water usage. Water Infrastructure to serve a
portion of the Property has been constructed by Owner, on behalf of the applicable District, and
accepted by the City.
2.04 Meters. The Districts or Owner shall install or cause to be installed a water meter
for each connection. Single-family residential meters for potable water shall comply with City
standards, shall be a minimum of 5/8-inch by inch in diameter, and may be larger
in diameter, at the Districts' or Owner's option. Meters for nonresidential uses shall be sized based
on potable and fire flow/fire suppression requirements and shall comply with City standards.
2.05 Tap Fees, Impact Fees, Water Main Capacity Char es.
(a) Tap or service connection fees for potable water service, irrigation service, or
fireline provided by the City within the Property (excluding Impact Fees) shall be the same as if
the services are provided within the City's corporate limits.
(b) The City may collect the maximum assessable water impact fees (based on the
meter size) for the costs of capital improvements or facility expansions necessitated by and
attributable to the development of the Property ("Impact Fees"), as determined by the City from
time to time in accordance with Chapter 395. The Districts or Owner shall pay or cause to be paid
2021 Utility Agreement for Morningstar Ranch-Page 5
Impact Fees at the time a Building Permit is issued. Payments to the City pursuant to this Section
2.05(b) are not contingent upon the Districts' collection of such amounts, and may be paid from
the Districts' operation and maintenance tax revenues or any other source of District funds.
(c) Owner, on behalf of the District, paid for the 12-inch line north of Morning Mist
Trail. (up to Westpoint Boulevard) capacity. Owner, on behalf of the District, would now need a
16-inch water main. for the additional 2000 lots. The City had previously oversized the 12-inch
line needed by Morningstar. The District shall pay for the additional Water Main Capacity Charges
with inflation rate as amended related to the existing 16-inch FM 3225. The Owner will also pay
for constructing the Lyon Ranch Water Line, as determined by the detailed comprehensive water
study to be submitted for City's approval.
2.06 Annexation Notices to Customers. The City may place the following notice or a
substantially similar notice on water bills sent to customers within the Districts: "This service
address is inside the boundaries of a municipal utility district that may be annexed in the future by
the City of Fort Worth."
2.07 Certificate of Convenience and Necessity. The Districts and owner will support the
City in obtaining an amendment to the City's water CCN to include any portion of the Property
not currently in the City's water CCN. The Districts and Owner shall cooperate with the City on
the CCN application process. The Parties agree that they shall execute and deliver such other and
further assurances, instruments and documents as are or may become necessary or convenient to
effectuate and carry out the intent of this Section.
ARTICLE III
PUBLIC INFRASTRUCTURE, GENERAL PROVISIONS
3.01 Desim and Construction of Public Infrastructure. Owner shall submit construction
plans for the Lyon Ranch Off-Site Wastewater Line,the Lyon Ranch Off-Site Water Line,and on-
site water and wastewater lines(together with water and wastewater infrastructure for the Property
previously accepted by the City, collectively, the "Public Infrastructure") to the City for review,
approval of the plans, and approval to commence construction. The Public Infrastructure shall be
designed and constructed in accordance with the Infrastructure standards required by, and subject
to inspection by the City in accordance with, Article VI of the Consent Agreements. All Public
Infrastructure shall have a Community Facilities Agreement, financial guarantee and associated
inspection, material testing fees and water lab fees submitted to the City for review and approval.
The financial guarantee for the Lyon Ranch Off-Site Water and Wastewater Lines and the Mary's
Creek Wastewater Line Community Facilities Agreement(s) cannot be a completion agreement.
3.02 Easements and Rights-of-Way_. All casements or rights-of-way required for the
installation of the Public Infrastructure shall be granted or acquired by the Districts or Owner and
dedicated jointly to the Districts and the City, at no cost to the City, and shall be in the form
reasonably required by the City for such types of easements. Owner shall be reasonable in
negotiating easement requests by adjacent property owners.
2021 Utility Agreement for Morningstar Ranch-Page 6
3.03 Dedication and Ownership of Public Infrastructure; Capacity.
(a) Upon approval and acceptance by the City, Owner shall convey or cause to be
conveyed legal title to the Public Infrastructure to the City; however, each District shall have a
continuing right to require the City to utilize a portion of the capacity in the conveyed Public
Infrastructure equal to the capacity funded by or on behalf of such District, which capacity shall
be made available by the City at all times as necessary to provide water and wastewater service
to customers within such District.
(b) In connection with the transfer of any Public Infrastructure to the City pursuant to
this Agreement,Owner covenants and agrees to take or cause to be taken such actions and execute,
acknowledge and deliver,or cause to be executed, acknowledged and delivered, such instruments,
documents, transfers and conveyances as may be required to convey, transfer and deliver the
facilities, confirm the ownership of the transferred assets, and discharge any encumbrances
against the transferred assets that are outstanding as of the date of transfer.
3.04 Maintenance and Repair of Public Infrastructure. Upon dedication of Public
Infrastructure to the City, the City shall operate, maintain and repair the Public Infrastructure.
3.05 Recovery of Oversizing Costs.The City shall have the option to require oversizing
of the Lyon Ranch Off-Site Wastewater Line, the Lyon Ranch Off-Site Water Line and the
Mary's Creek Wastewater Line above the sizes required by this Agreement as needed to serve the
Lyon Ranch. Provided that the construction has been publicly bid in accordance will all legal
requirements applicable to municipal utility districts, the City shall reimburse Owner for the cost
of any oversizing requested by the City per the City's oversizing policy. Oversizing requested by
other landowners shall be subject to cost contribution at the time the project proceeds to
construction.
3.06 Oversizing of Public Infrastructure. The City shall not require the Districts or
Owner to construct or pay for oversizing of Public Infrastructure, except as expressly provided
herein.
3.07 Rates. The City shall provide retail water and wastewater service at the rates
established by the City Council for service outside the City's corporate boundaries, as amended
from time to time.
3.08 Districts' Responsibilities for Infrastructure. Each District and Owner shall be
responsible for constructing the Public Infrastructure to serve the residents within such District.
3.09 Design and Construction of Roadway and Stormwater Infrastructure. All on-site
and off-site roadway and stormwater infrastructure shall be designed and constructed to the City
standards per the City's adopted March 10, 2009 Subdivision Ordinance Section 31-105 Storm
Water Management, Section 31-106 Street Design Standard and integrated Stormwater
Management("iSWM') Criteria Manual for Site Development and Construction adopted August
1, 2012, with any adopted amendments to the subdivision ordinance and the'iSWM.
2021 Utility Agreement for Momingstar Ranch-Page 7
3.10 Repair and Maintenance of Roadway and Stormwater Infrastructure. The Districts
shall enter into an agreement with a third party for repair and maintenance of on-site and offsite
roadway and stormwater infrastructure that the Districts own or have the right to maintain. The
maintenance agreement shall include an annual evaluation of the roadway/stormwater
infrastructure paid for by the Districts and submitted to the City for review. If deficiencies are
identified in the annual evaluation, the Districts shall perform the required rehabilitation at their
cost. This maintenance period continues until such time as the City annexes the Property into the
City's corporate boundaries or the City determines that the Property will not be annexed. All on-
site and offsite roadway and stormwater infrastructure that the Districts own or have the obligation
to maintain shall be maintained by the Districts and subject to the annual evaluation, City review
and appropriate ongoing rehabilitation and maintenance.
ARTICLE IV
OWNERSHIP, LIABILITY AND INDEMNIFICATION
4.01 Liability and Ownership. As between the Districts, Owner, and the City,
responsibility for the operation of the Public Infrastructure, including damages related thereto,
shall remain with the Districts and Owner until such infrastructure is conveyed to and accepted by
the City. The City shall be responsible for the operation of the Public Infrastructure transferred to
it, but only those damages related to the acts and occurrences after the date of transfer.
4.02 Indemnity. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,THE DISTRICTS AND OWNER(EACH AN"INDEMNIFYING PARTY")AGREE
TO INDEMNIFY AND DEFEND THE CITY AND ITS OFFICERS, ELECTED
OFFICIALS, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS,
CONTRACTORS, SUCCESSORS AND ASSIGNS WITH REGARD TO ANY AND ALL
CLAIMS, LOSSES, DAMAGES, LIABILITIES, LIENS, FINES, SUITS, JUDGMENTS,
ADMINISTRATIVE PROCEEDINGS, REMEDIATION OR CORRECTIVE ACTION
REQUIREMENTS, ENFORCEMENT ACTIONS, AND ALL COSTS AND EXPENSES
INCURRED IN CONNECTION THEREWITH (INCLUDING, BUT NOT LIMITED TO,
REASONABLE ATTORNEYS FEES, COSTS OF INVESTIGATION AND EXPENSES,
INCLUDING THOSE INCURRED BY THE CITY IN ENFORCING THIS INDEMNITY),
DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY OR RESULTING
FROM (IN WHOLE OR IN PART) ANY BREACH OF THIS AGREEMENT BY SUCH
INDEMNIFYING PARTY (COLLECTIVELY, "LIABILITIES").
4.03 Governmental Powers, Waiver of Immunity. By execution of this Agreement, the
City does not waive or surrender any of its governmental powers, immunities or rights, except as
specifically waived pursuant to this section. The City waives its governmental immunity from suit
and liability only as to any action brought by a Party to pursue the remedies available under this
Agreement and only to the extent necessary to pursue such remedies.Nothing in this section shall
waive any claims, defenses or immunities that the City has with respect to suits against the City
by persons or entities not a party to this Agreement.
2021 Utility Agreement for Morningstar Ranch-Page 9
ARTICLE V
MISCELLANEOUS
5.01 Governing Law, Jurisdiction and Venue. THIS AGREEMENT MUST BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS, AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE
OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR
PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE THAT THIS
AGREEMENT IS PERFORMABLE IN TARRANT COUNTY, TEXAS, AND HEREBY
SUBMIT TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY,TEXAS,
AND HEREBY AGREE THAT ANY SUCH COURT SHALL BE A PROPER FORUM
FOR THE DETERMINATION OF ANY DISPUTE ARISING HEREUNDER.
5.02 Notice. Any notices, certifications, approvals, or other communications required to
be given by one Party to another under this Agreement (a "Notice") shall be given in writing
addressed to the Party to be notified at the address set forth below and shall be deemed given: (a)
when the Notice is delivered in person to the person to whose attention the Notice is addressed;
(b)when received if the Notice is deposited in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid; or (c)when the Notice is delivered by Federal Express,
UPS, or another nationally recognized courier service with evidence of delivery signed by any
person at the delivery address. If any date or period provided in this Agreement ends on a
Saturday, Sunday, or legal holiday, the applicable period for calculating the Notice shall be
extended to the first business day following the Saturday, Sunday,or legal holiday.For the purpose
of giving any Notice,the addresses of the Parties are set forth below. The Parties may change the
information set forth below by sending Notice of such changes to the other Parties as provided in
this section.
To the City:
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: City Secretary
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: City Manager
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Water Director
2021 Utility Agreement for Momingstar Ranch-Page 9
To the Districts:
Morningstar Ranch Municipal Utility District No. 1 of Parker County
c/o: Coats Rose
14755 Preston Rd. #600
Dallas, TX 75254
Attn: President
Morningstar Ranch Municipal Utility District No. 2 of Parker County
c/o-. Coats Rose
14755 Preston Rd. #600
Dallas, Texas 75254
Attn: President
To Owner:
FWFW Holdings, Inc.
FG Aledo Development, LLC
c/o: Lackland Holdings
3045 Lackland Road
Fort Worth, Texas 76116
5.03 Assignment._
(a) Neither the Districts nor the City may assign this Agreement without the written
consent of the other Parties.
(b) Owner has the right, from time to time, to assign this Agreement, in whole or in
part, and including any obligation, right, title, or interest of Owner under this Agreement, to any
person or entity (an "Assignee") without the consent of the City, provided that the following
conditions are satisfied: (1) Assignee is a District, a successor owner of all or any part of the
Property or a lender to a successor owner of all or any part of the Property; (2)the assignment is
in writing executed by Owner and Assignee in the form of assignment attached as Exhibit F; (3)
Assignee expressly assumes in the assignment any assigned obligations and expressly agrees in
the assignment to observe,perform,and be bound by this Agreement to the extent this Agreement
relates to the obligations, rights, titles, or interests assigned; and (4) a copy of the executed
assignment is provided to all Parties within fifteen (15) days after execution. Provided the
foregoing conditions are satisfied, from and after the date the assignment is executed by Owner
and Assignee, the City agrees to look solely to Assignee for the performance of all obligations
assigned to Assignee and agrees that Owner shall be released from performing the assigned
obligations and from any liability that results from the Assignee's failure to perform the assigned
obligations.No assignment by Owner shall release Owner from any liability that resulted from an
act or omission by Owner that occurred prior to the effective date of the assignment. Owner shall
maintain written records of all assignments made by Owner (including, for each Assignee, the
Notice information required by this Agreement. and including a copy of each executed
2021 Utlity Agreement For Momingstar Ranch-Page I)
assignment) and, upon written request from any Party or Assignee, shall provide a copy of such
records to the requesting person or entity. It is specifically intended that this Agreement, and all
terms, conditions and covenants herein, shall survive a transfer, conveyance, or assignment
occasioned by the exercise of foreclosure of lien rights by a creditor or a Party, whether judicial
or nonjudicial. This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and Assignees.
(c) Owner and Assignees have the right, from time to time, to collaterally assign,
pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights,
title,or interest under this Agreement for the benefit of their respective lenders without the consent
of, but with prompt written Notice to, the City. The collateral assignment, pledge, grant of lien or
security interest, or other encumbrance shall not, however, obligate any lender to perform any
obligations or incur any liability under this Agreement: (a) unless the lender agrees in writing to
perform such obligations or incur such liability; or (b) unless the lender holds fee simple title to
any portion of the Property and elects to or proceeds to develop such portion under this Agreement,
in which case the Iender shall be bound by this Agreement and shall not be entitled to the rights
and benefits of this Agreement with respect to such portion of the Property until all defaults under
this Agreement with respect to the acquired portion have been cured. Provided that the City has
received a copy of the applicable collateral assignment, including Notice information for a lender,
then that lender shall have the right, but not the obligation, to cure any default under this
Agreement and shall be given a reasonable time to do so in addition to the cure periods provided
by Section 5.12 of this Agreement; and the City agrees to accept such cure as if offered by the
defaulting Party.A lender is not a Party to this Agreement unless this Agreement is amended,with
the consent of the lender,to add the lender as a Party or unless the lender holds fee simple title to
any portion of the Property and elects to or proceeds to develop such portion under this Agreement.
Notwithstanding the foregoing, however, this Agreement shall continue to bind the Properly and
shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or
other rights by a lender, whether judicial or nonjudicial. Any purchaser from or successor owner
through a lender of any portion of the Property shall be bound by this Agreement and shall not be
entitled to the rights and benefits of this Agreement with respect to the acquired portion of the
Property until all defaults under this Agreement with respect to the acquired portion of the Property
have been cured.
5.04 Amendment. This Agreement may be amended only with the written consent of
all Parties and with approval of the governing bodies of the City and the Districts.
5.05 No Waiver. Any failure by a Party to insist upon strict performance by any other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
2021 Utility Agreement for Munungstar Ranch-Page 1 I
5.06 Severability. The provisions of this Agreement are severable. If any word, phrase,
clause, sentence, paragraph, section, or other provision of this Agreement, or the application
thereof to any person or circumstance, shall ever be held or determined to be invalid, illegal, or
unenforceable for any reason, and the extent of such invalidity or unenforceability does not cause
substantial deviation from the underlying intent of the Parties as expressed in this Agreement,then
such provision shall be deemed severed from this Agreement with respect to such person, entity
or circumstance, without invalidating the remainder of this Agreement or the application of such
provision to other persons, entities or circumstances, and a new provision shall be deemed
substituted in lieu of the severed provision which new provision shall, to the extent possible,
accomplish the intent of the Parties as evidenced by the severed provision.
5.07 Authoritv. The Parties acknowledge that each Party has the authority to enter into
this Agreement pursuant to the laws of the State of Texas.
5.08 Interpretation. The Parties acknowledge that each Party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement,the term"including"means"including without limitation"and the term"days"means
calendar days, not business days. Wherever required by the context, the singular shall include the
plural, and the plural shall include the singular. Each defined term herein may be used in its
singular or plural form whether or not so defined.
5.09 Conspicuous Provisions. The Parties acknowledge that the provisions of this
Agreement that are set out in bold,capitals (or any combination thereof) satisfy the requirements
for the express negligence rule and/or are conspicuous.
5.10 No Third Party Beneficiary. This Agreement is solely for the benefit of the Parties,
and no Party intends by any provision of this Agreement to create any rights in any third-party
beneficiaries or to confer any benefit upon or enforceable•rights under this Agreement or otherwise
upon anyone other than the City, Owner, and the Districts.
5.11 Force Majeure. No Party shall be considered to be in default in the performance of
any of the obligations hereunder (other than obligations of either Party to pay costs and expenses)
if such failure of performance shall be due to an uncontrollable force beyond the control of the
Parties, including but not limited to,the failure of facilities,flood, earthquake,tornado, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material
shortage, sabotage, or restraint by a court order or public authority, which by the exercise of due
diligence and foresight such Party could not have reasonably been expected to avoid. Any Party
rendered unable to fulfill any obligation by reason of an uncontrollable force shall exercise due
diligence to remove such inability with all reasonable dispatch.
5.12 Breach,Notice and Remedies.
(a) Notification of Breach. if any Party commits a breach of this Agreement,the non-
breaching Party shall give Notice to the breaching Party that describes the breach in reasonable
detail.
202f Utility Agreement for Momingstar Ranch-Page 12
(b) Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after the time the breaching Party receives such Notice and complete
the cure within fourteen (14)calendar days from the date of commencement of the cure, however,
if the breach is not reasonably susceptible to cure by the breaching Party within such 14-day period,
the non-breaching Party shall not bring any action so long as the breaching Party has commenced
to cure the default within such 14-day period and diligently completes the cure within a reasonable
time without unreasonable cessation of the work.
(c) 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 an action under
the Uniform Declaratory Judgment Act, specific performance, mandamus, injunctive relief, and
other remedies described in this Agreement;provided,however,that the non-breaching Party shall
not be entitled to terminate this Agreement and each Party specifically waives any right such Party
has or in the future may have to terminate this Agreement. It is understood and agreed that no
Party shall seek or recover actual,consequential or any other type of monetary damages or awards,
including but not limited to attorney's fees, in the event that any Party brings suit under or related
to this Agreement.
(d) Governmental Powers; Waiver of Immunity. By execution of this Agreement,
neither the City nor the Districts waive or surrender any of their respective governmental powers,
immunities or rights, except as specifically waived pursuant to this subsection. The City and the
Districts mutually waive their governmental immunity from suit and liability only as to any action
brought by a Party to pursue the remedies available under this Agreement and only to the extent
necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or
immunities that the City or the Districts have with respect to suits against the City or the Districts
by persons or entities not a party to this Agreement.
5.13 Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties relative to the subject matter hereof, and there have not been and are no other agreements,
covenants, representations or warranties between the parties other than those expressly stated
therein or provided for herein. Unless terminated in accordance with Section 5.14,this Agreement
supersedes the Amended and Restated.Utility Agreement.
5.14 Effective Date; Termination.This Agreement shall be effective upon execution by
all Parties (the"Effective Date").Provided, however, this Agreement will terminate and be of no
Further force or effect as of December 31, 2022, if District Two does not annex the Additional
Property (Lyon's Ranch) on or before that date. If this Agreement terminates,the Amended and
Restated Utility Agreement will be reinstated and will remain in full force and effect.
5.15 Satisfaction of Consent Resolution. This Amendment satisfies the condition to the
City's consent to annexation of the Additional Property into the District set out in Section 2(b) of
the Consent Resolution.
5.16 Exhibits. Ail exhibits attached to this Agreement are i7neorporated into this
Agreement by reference for the purposes set forth herein, as follows:
2021 Utility Agreement For Mommgstar Ranch-Page 13
Exhibit A Legal Description of Additional Property
Exhibit B Map of Districts
Exhibit C Legal Descriptions of Property
Exhibit D Lyon Ranch Off-Site Wastewater Line
Exhibit E Lyon Ranch Off-Site Water Line
Exhibit F Assignment and Assumption Agreement
2021 Utility Agreement for Morningstar Ranch-Page 14
ATTEST: "` uC' CITY OF FORT WORTH
JA
ty Secretary Dana urghdo ssista� ity Manager
Date: 2
APPROVED AS TO FORM AND
LEGALITY:
Assistant City Atto ey
Contract Compliance Manager
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including enduring all performance and reporting requirements.
By:
Name: Matt Kusnir, P.E.
Position: Water Planning Engineering Manager
EOFNCYAL ]� 11
2021 Utility Agreement for Morningstar Ranch-Page 15
MORNINGSTAR RANCH MUNICIPAL
UTILITY DISTRIC O. 1 OF PARKER
COUNTY
A
Secret Board of Directors President, Board of Directors
Date: FA6,rV aY Z/ t 2b 2- 2-
MORNINGSTAR RANCH MUNICIPAL
UTILITY DISTRICT NO. 2 OF PARKER
COUNTY
ATTEST:
Secreta and f Direc rs Presid t, Board eetors
ate: V-v ZZ
OFF
2021 Utility Agreement for Momingstar Ranch-Page 16 �—
FWFW HOLDINGS, INC.,
a Texas corporation
By:
_ Z�kjt
RfkGill, President
Date: FmL va{r` 41 2.Dz2
FG ALEDO DEVELOPMENT, LLC
By:
Name;
Title: J,q /
Date: F-e 6 y-o dv 41 zoo.
C11TYSECRETARY
2021 Utility Agreement For Morningstar Ranch-Page 17 FT. %#0R 4,7X
EXHIBIT A
Legal Description of Additional Property
legal d2%Mjpti0n of Bend:
Reing a 350.42 acres tract dete;rrninad by field survey situated in thu 1i DFAN SURVEY,A"STR,ACT NO.354,
W.GLOVER SURVEY,ABSTRACT NO.2594,J_MORTIS SURVEY,ABSTRACT NC7.9"and the C F 1011k
SURVIM ABSTRACT NO. 1121,Palltor County,Texas,being all the following called[recta: Called 302 safes
4-1-conveyed b3'the Lyon Living Tmst to Tommy Calvin Lyon,Darrell Joe Lyon,and Pamela Gail Lyon Fuqua as
evidenced by deed recorded in Volume 18.74.Page 685, Real Property Records Parker County,Texas(Tracts i
end II),Called 10 acre +,-convcyW by the Lyon Living Trust to"Tommy Lyon&Pam Lyon Fuqua as evidenced
by deed recorded In Volume 1874,Page 680.Real Property Rec,urds Parker County,Texas;Called 20 arms+-
conveyed by the L,ytpn living Trust to Darrel Joe Lyon as evidenced by deed recorded in Volume 1874,Page 676,
Real Property Records Parker County,Texas;and Cal Iad 12.82 acr"-hf-cony by Ira Calvin Lyon,Tornaty
Calvin Lyon,and Darrell Joe Lyon to Torry Wayne Fuqua, Jr. and Ptimala Gail Fuqua as evidence by deed
rocordr§d in Volurne 2002,Pago 20,.Keel Property Records Parker Comity,Tetras. Sold 350142 nctm tract being
tuore particularly describer]by mtetes and bounds astellows:
BEiiINNFNG at a lit'iron rani found In the north line of said Trstct 11,bs Lets the northerly rautheaut corner of that
certain lmct ofland described in deed to Betsy Jb Dearing Broudur,recorded in Volernre$97,Page,497.Reed Records,
larkerCounty,Texas,and being the southwest corner of HOLLY RI WE ESTATES,an Addition in Parker County,
Tex=, according to the Plat recorded in Plat Cabinet 0, Slide 074, Pint Records, Parker County, Texas. said
BEGINNING point having a NAD 93, Zone 4202 (Grid) coordinate: value of MORT'13.69"567,99 and
EAST1247!MA2,for reference;
THENCE N 98"38 36"E.aJoug the common uric of said Tract lI and said HOLLY RIDGE ESTATES,at 926.86 feet
passing a I W iron rod found at the aarnnion near comer of Lots I3 and 14 of said]HOLLY RIDGE ESTATES,and
continuing,slang said common line.iri all,a distance of 1856.33 fect to a point at the sukrthcagt comcrof said DOLLY
RIDOP ESTATES and being dir southwml wmar of that wain tract of land described in deed to MCRS Ranch,
rwoTdod in Valenta 1409.Page 1104,heal Property Records.l'atker[aunty,Taxes,from srtid point a 3'metal fence
comer post found hears N WOW]1"V.a dirtanim.of 117 tint seed an 8"wood pool fe ad bears N 19V2'I8"W,a
di-tames of 1,10 feet,forref4mec;
THENCE N 69¢0+1'3Cr"E.a distance of 0.83 feet to the northwest corner of that certain tract of Iand.described in
deed roe BAR.-KO Land Curnp¢ny,LLC.recorded in Instrument Number 201931204,Official Public.Records,
Parker Caiurty,Texas,
TII N�along the wrest and wuth litre of said DA R-KO Land Company,UC,traAcl.m follows.
S 40°461D4' ll�a distance of 350,07 feet to a la"c&Md iron rod found stamped"C.F..Stark RPLS 5084" at the
muthwest comer of said 9AR-KO I,ernd ComMay, LLC,tract,Ding the beginning of a curve to the right,whose
Wins is 375.00 feet and whose long chord brews S 7M'04"R,n chord distance of 78.75 feel;
Along said carve in a southeasterly direction,through a central angle of IM116",an arc distance of 78.90 feet to a
112"capped iron rod found stamped"CT.Starks RPLS 3084"i S 66001'26"E,a distance of 771.73 fm to a I l2"cgppad
iron rood found stamped'CF. Stark RPLS 5064".N 51039'17"E,a distance ot697,94 feet to a 4"metal post found
at(lie southeast corner of said BAR-KO Land Company,LLC,4Ad,also being the southerly southwest corner of
that certain tract of land described indeed: to BAR-KO l..a W Company, LLC, recorded in Instrumont Number
201917432,Official Public Records,Parker County,Texas,being in Use east line of said Traci 11 and being the most
northerly northwest corner of that certain tract of land described in deed to William Flaming., et al, recorded in
Volume 237,Page 562.DeW Records.Parker County,Texas;
TPILNCr along the Common line of said Tract It and said Fleming,et al tract,generally along a fence,as follow.
s uu-3ts,011 E,a distance of 1250.06 fe€t to a 4"metal fence corner post found;
S$8927151"W,a distance of 1055.62 feet to a 4"metal fence corner post fortnd;
S 17`25'051 W,a distance of 1565.6) feet to a bend in said fence;
Exhibit A Page 1
S 17�42.43"W,a distance of 89.6S feet to a bend in said featee;
S 16*27'00"W,a disutflce M3219.7S feet to a lt2"capped iron rod set stamped "C_F-Stork RPLS 5084"
S SW20'24"E,a distance of 244.1 i1 feot to A 4"metal fence corner past found;
S 33$31'R43"R,a distance 4f 277.98 feet to a 4"metal fence eomiw post found;
S 70°SVI4-k.a dis�wc+c of i 45.53 foci to a 4"metal fence post fcruttd;
S 71145t48"E,a 44ance of M6.43 fact to a metal foncc post found;
S 7 kO47`23"E,a diatanco of S 1.2.54 feet to a I a"capped iron rod set stamped V.P.Stark MS 508 4"
S 49°29*34" E,a distance of 167,87 feet to Ir2." eaMrad iron fad sot stamped"C.17,Stack kPLS S084"
S 01�2 V 46"1I,a distanoo of 763.95 fora to a 6"wood fence cornea post found at the southeast corner of said Tract
11 and belrtg the northeast corner of that certain tract or land described in deed to F W1i W Holdings,lire..recorded
In Instrument Numhcr 2 0 1 4-10303,Official Public accords,Parker county,'rcxas;
THENCE S 8902644"W,along the coca mon lino of said Tract 1I and said PWFW Holdings,Inc.,tract,a distance
of 421250 Coot to a 4"tnotal fcnoe corner post found at tht touthwest scorner of sHiA"Trait 11;
THENCE N 0101 t'58" W,continuing along&e oorrnnon line of said Trait 1I and said F'V4WFW Holilioap Ino„
tract,a distance of 247.39 fcct to a 4"metal fence corner post fount]at the southeast corner of said Trace I;
THENCE 14 99046W43"e.V,along the cornmon lino of said Tract 1 arnd said FW FW Holdings.Ino..tract,a distance
of 2433,98 fed to a Texab Deparimcni of Public Transportation monument fotand(herein after oalled TxDOT
monument)in tho oast line of Farm To Market Highway 3325(,4.K A Formcr Rome-Riahl-of Way varies)and
being the northwest corder ofsaid FWFW Holdings,lne-,tract.,said TxDOT montttacnt found being in a emwe tQ
the right.whose radius 16 7$79.44 feetarttd whose long chordbews N 03 013'30'i,a chord distunee oft 99.35 feet;
THENCE along the mast line of said Farm To Market Highway 3325 and alone;said curve,in a northeasterly
direction,through a ccntratl ang1r OM1025'53",an arc distance of 189.35 feast to a TxDOT monument found;
THENCE N 03056126"E,continuing along the east lint ofsadd Farm To Market Highway 3325,a diwtance of
31.5.915 feet to a TxDOT morLument found at the be&aipS of a curve to the W1,whose radius ita 7699-44 foul and
whose long chord boar's N 43°2"4"F a cjwrd distance of f 22.S9 feet;
THENCE continuing along the east fine of said Pant To Market 11ighway 3325 and orlon$ se:td curve, in a
rwrtheastarly direetlon, tbrcugh a central an r of 00054"44", an arc distance of 122.59 foot to a'rxa3GT
monument found in the north line of said Tract I,in the south line of said Belay Jo Dearing Srriwder Iraot wind
Ming the most westerly northwest comer of#w hereto described 350.42 acre tract;
THENCE N W53.30"E,leaving(he east lute of&tid Farm To Market}1ighwny 3325,along the common line orsaid
Tract I.and said Betsy Jo Dearing Browder tract,passing the northeast corner of said Tract I and the most westerly
northwest coons of said`firoct 11,and continuing along the common lino ofsaid Tract 11 and said Be*Jo bearing
Browder tract, in A,it din€mcp of 3-247.97 feet to s 112" iron rod found at the most southerly southeatst corner of
Raid Betsy Jo Dearing Brnwder tract;
TEENCE,along the ctwnmon line of said Tract 11 and said Betsy Jo bearing Browder react,generally along a farce,ats
folloovs:
N 01'19'20'W, a distance of262_02 feet to a bend in said fence;
N 014129'31"W.a distance of510.59 feet to tt bend in said fence;
4 N Ol'l V lfl"W,a distam a of 844.21 feet to a bend in said fence;
N€)gO'59"W,a distance of 1471.49 feet to a bend in said fence;
Exhibit A Page 2
N a102214"W.a diEuutrs-cf 418.49 feet to s bend is said force;
N Ql°29'3,3"W. distr ttev of 309.25 feat to a bend in -,id fvrtce;
NO I V2'96" %V,r disfur:po of 283.66 feet to .411 A t17.3 mast�;duftrly
mi-thwev corm of said Tr-st 11 -1nd tA-ing a,n all corntr of snid D wy Jo Hearing Browder tags;
71113NCJd N 89026128"IF,contImA1►0C,Aosrg the common line of sMd Tract 11 are!T aid BstRy Jo
Maring Browdcr tact,oL dist_are of 197.34 felt to Mx POINT OF BEGINNING and contminihi;
350.42 Beres of hand,mort or less.
Exhibit A Page 3
Exhibit B
Map of Districts
J HO MAN SURLY' — - — T re I'AR CQ sulp EY
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A3•'S7RACT NO 2564 NVJrt '7
— — — 530.399011AJJCRES
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ABSIRACT NO 907
A997RA07-NO. 2347
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A-9SM,4CT NU 7-4
J. V. JAMRS'WRwy W. 1741-'E S'J7Tw�r , . &A,H. TANDY SURLSY
ASSNACT NO 924 A&S7RACT RO J37.3 A175W.4CT,Ih7 .7X.N
MOF"GSTAR f t OFisfamM
fi
bf CIPAL D1NTSCr Irsueao�r�uaoas�er,�s
A'`I1l MMCIPAL DiSnUCF a . ( ERrp s.Sp00AlER �
=SYEEiS5TREEf.SU.TE100,EU'�ES$ 0307EW79 ` ....'...
(817)&SA448 w�A'i SPnOs� vEvoRs a aF a4
DATE wjv2m I4$JI3 i and WW 2—PAGE 4 OF 1
Exhibit B
Exhibit C
Legal Descriptions of 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 more
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"21'18" 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 01004'30" 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;
Exhibit C Page l
North 0604322" West, 50.14 feet to a TXDOT monument found;
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 are 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 are length of 248.61 feet and across a chord which
bears North 16°3343" West, a chord length of 248.53 feet to a TXDOT monument
found;
North 18°58'58" West, 8 77.17 feet to a TXDOT monument found at the beginning of
non-tangent curve to the right having a radius of 1,849.86 feet;
Along the said curve to the right, an are 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 89°29'59" East, 987.57 feet;
South 85°47'44" East, 144.39 feet;
North 15°56'45" 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 are 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
Exhibit C Page 2
bears North 66°44'36" East, a chord length of 96.31 feet to the beginning of a curve to
the right having a radius of 3 0.5 0 feet;
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 59004'13" East, 97.32 feet;
South 51°43'41" East, 97.88 feet;
South 49'23'17" East, 155.00 feet;
North 409643" 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, 12797 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 Iength 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
Exhibit C Page 3
bears North 70°38'53" West, a chord length of 23.37 feet;
North 68'15'24" West, 74.92 feet;
North 21°44'36" East, 279.36 feet;
North 08°1 T52" East, 51.41 feet;
North 0093'12" East, 234.40 feet;
North 89026'50" East, 8.63 feet;
North 00'33'10" West, 120.00 feet;
North 89°26'50" East, 517.88 feet;
North 89'16'06" East, 80.00 feet;
North 89°05'25" East, 225.00 feet;
South 45°54'35" East, 14.14 feet;
South 00°54'35" East, 153.08 feet;
North 89°05'25" East, 300.00 feet;
South 00°54'35" East, 5.00 feet;
North 89°05'25" East, 350.00 feet;
South 00°54'35" East, 60.00 feet;
North 89°05'25" East, 550.00 feet;
South 00054135" East, 420.00 feet;
North 89°05'25" East, 650.00 feet;
South 00°54'35" East, 360.00 feet;
North 89°05'25" East, 300.00 feet;
North 00054'35" West, 300.00 feet;
North 89°05'25" East, 730.00 feet;
Exhibit C Page 4
North 00°54'35" West, 125.00 feet;
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 are 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 00a09'21" 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 598949 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 and
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 01°13'18" 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 598949 acre tract,
said cross tie found being on the north property line of a certain tract of land conveyed to Beggs
Geo I11, et Al, by deed thereof filed for record in Volume 204, Page 497, Deed Records, Parker
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 69037 17" West, 342.48 feet to a 518 inch iron rod with a cap stamped "JACOBS"
found;
North 780561.1" West, 382.1.6 feet:
Exhibit C Page 5
South 78°25'49" West,296.23 feet to a 5/8 inch iron rod with a cap stamped "JACOBS"
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°16149" 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 519 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 89'5716" 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 2070,
W.H. Glover Survey, Abstract Number 2584, J.D. Morris Survey, Abstract Number 927, C.
Rider Survey, Abstract Number 1121, 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 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 northwest property corner of the said 737.227
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
Exhibit C Page 6
NAD83 Texas North Central Zone (4202) grid coordinate of N: 6,961,751.09 and E:
2,244,603.92, said beginning point being at the beginning of a 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 are length of
189.08 feet and across a chord which bears North 03°15'18" East, a chord length of 189.08 feet
to a TXDOT monument found;
THENCE North 03°56'22" East, 316.07 feet to a TXDOT monument found at the beginning of
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 the
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 O 1°I I'40" West, 844.39 feet;
North 01°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 88034'49" East, along a north property line of the said 350.42 acre tract, 197.68
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 1l2 inch
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
Exhibit C Page 7
land conveyed to Bar-ko Land Company, LLC, by deed thereof filed for record in Instrument
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, LLC,
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 fallowing 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 are 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 of the
said 103.95 acre tract, same being a northwest property corner 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 along the easterly property line of the said 350.42 acre tract and along the westerly
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 3391'25" 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 across tie found at the southeast property corner of
the said 350.42 acre tract, same being the northeast property corner of the said 737.227
acre tract;
THENCE South 00°09'21" East, along the said east property line of the said 737.227 acre tract
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 the
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 are length of 23.55 feet and across a chord which
bears South 21°58'01" West, a chord length of22.97 feet;
South 00°09'21" East, 228.80 feet;
South 89°05'25" West, 129.67 feet;
South 00054'35" East, 350.00 feet;
South 89°05'25" West, 5.00 feet;.
South 00°5435" East, 125.00 feet;.
South 89°05'25" West, 730.00 feet;
South 00054'35" 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 00054'35" 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 45054'35" West, 14.14 feet;
South 89005'25" West, 225.00 feet;
South 89°l 6'06" 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°t7'52" West, 51.41 feet;
South 21°44'36" West, 279.36 feet;
South 68'1524" 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 are length of23.37 feet and across a chord which
bears South 70°38'53" East, a chord length of 23.37 feet;
South 16057'38" 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 are 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;
Along the said curve to the right, an arc length of 178.66 feet and across a chord which
Exhibit C Page 10
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;
Not 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 to
the right having a radius of 50.00 feet;
Along the said curve to the right, an are length of 129.82 feet and across a chord which
bears South 66°44'36" West, a chord Iength of 96.31 feet to the beginning of a curve to
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, 225.39 feet to the beginning of curve to the left having a radius
of 500.00 feet;
Along the said curve to the left, an are length of 49.99 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;
South 89°29'59" West, 987.57 feet to a point on the said east right-of-way line of Farmer
Road, said point being at the beginning of a non-tangent curve to the right having a radius
of 1,849.96 feet;
Exhibit C Page I I
THENCE along the said right-of-way line and along the said curve to the right,an arc length of
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°5745" 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 are length of
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
Lyon Ranch Off-Site Wastewater Line
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Exhibit D
Exhibit E
Lyon Ranch Off-Site Water Line
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Exhibit E
Exhibit F
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT("Assignment") is made and
entered into as of the day of , between
a ("Assi nor"), 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 Utility
Agreement for Morningstar Ranch between FWFW Holdings, Inc. and FG Aledo Development,
LLC (collectively, "Owner"), the City of Fort Worth, Morningstar Ranch Municipal Utility
District No. 1 of Parker County and Morningstar Ranch Municipal Utility District No. 2 of Parker
County, effective , City Secretary Contract No. (the "Agreement")to the
extent that the Agreement covers, affects, and relates to the lands described on Exhibit A attached
hereto (the"Transferred Premises").
B. Assignor desires to assign certain of its rights under the Agreement as it relates to
the Transferred Premises to Assignee, and Assignee desires to acquire such rights, on and subject
to the terms and conditions of this Assignment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged,the Parties hereby agree and act as follows:
1. Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in
this Assignment shall have the same meanings ascribed to them in the Agreement.
2. Assignment. Subject to all of the terms and conditions of this Assignment,
Assignor hereby assigns all [or describe specifically assigned rights if partial] of its rights under
the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred Premises.
3. Assumption. Assignee hereby assumes all obligations of Assignor and any
liability that may result from acts or omissions by Assignee under the Agreement as it relates to
the Transferred Premises that may arise or accrue from and after the effective date of this
Assignment, and Assignor is hereby released from all such obligations and liabilities from and
after the effective date of this Assignment; provided., however, this Assignment does not release
Assignor from any liability that resulted from an act or omission by Assignor that occurred prior
to the effective date of this Assignment unless the City approves the release in writing.
4. Governing Law. THIS ASSIGNMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS
Exhibit F Page 1
THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND
WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE
CONTRARY.
5. Counterpart/Facsimile Execution. This Assignment may be executed in multiple
counterparts, each of which shall be deemed to be an original.
6. Notice to City. A copy of this Assignment shall be provided to the City within
fifteen (15) days after execution.
7. Binding Effect,. This Assignment shall be binding upon and. shall inure to the
benefit of Assignor and Assignees and their respective heirs, personal representative, successors,
and assigns.
EXECUTED as of the day and year first written above.
ASSIGNOR:
By:
Printed
Name:
Title:
ASSIGNEE:
By:
Printed
Name:
Title:
Exhibit F 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
Exhibit F Page 3
Exhibit A
Legal Description of the Transferred Premises
Exhibit F Page 4