HomeMy WebLinkAboutOrdinance 20751-05-2013 ORDINANCE NO. 20751-05-2013
AN ORDINANCE DECLARING CERTAIN FINDINGS; PROVIDING
FOR THE EXTENSION OF CERTAIN BOUNDARY LIMITS OF THE
CITY OF FORT WORTH; PROVIDING FOR LIMITED-PURPOSE
ANNEXATION OF A CERTAIN 390.5 ACRES (0.610 SQUARE
MILES) OF LAND, MORE OR LESS, OUT OF THE HOUSTON TAP &
BRAZORIA RR CO. SURVEY, ABSTRACT 647 AND THE GE & AH
TANDY SURVEY, ABSTRACT 2356, PARKER COUNTY, TEXAS
SITUATED ABOUT 14.6 MILES SOUTH 89 DEGREES WEST OF
THE COURTHOUSE, TARRANT COUNTY, TEXAS (CASE NO. AX-
13-002) WHICH SAID TERRITORY LIES ADJACENT TO AND
ADJOINS THE PRESENT CORPORATE BOUNDARY LIMITS OF
FORT WORTH, TEXAS; PROVIDING THAT THIS ORDINANCE
SHALL AMEND EVERY PRIOR ORDINANCE IN CONFLICT
HEREWITH; PROVIDING THAT THIS ORDINANCE SHALL BE
CUMULATIVE OF ALL PRIOR ORDINANCES NOT IN DIRECT
CONFLICT; PROVIDING FOR SEVER-ABILITY; AND NAMING AN
EFFECTIVE DATE.
WHEREAS the City of Fort Worth has received a petition in writing by Walsh
Ranches Limited Partnership, the owner, requesting the limited-purpose annexation of the
area; and
WHEREAS, the City and Owner have entered into an Economic Development
Agreement (City Secretary Contract No. 28585) on May 6, 2003, functioning as the
plarInIng study and regulatory plan for Walsh Ranch, including the 390.5 acres referred to
as the"Westside Property"; and
WHEREAS, a notice of the availability of the regulatory plan and notice of the
first and second hearings were published in a newspaper of general circulation in the City
of Fort Worth and in the area proposed for annexation on April 3 and April 10, 2013, and
was posted on the City's Internet website on April 2, 2013; and
WHEREAS, the City conducted two public hearings at which members of the
public who wished to present testimony or evidence regarding the Regulatory Plan and
Limited-Purpose Annexation were given the opportunity to do so, in accordance with the
procedural requirements of Section 43.124 of the Local Goverimient Code on April 16,
2013 at 10:00 a.m., on April 23, 2013, at 10:00 a.m., at the City Council Chamber; and
WHEREAS, the City's population is in excess of 100,000 inhabitants; and
WHEREAS, the hereinafter described territory is in the City's exclusive
extraterritorial jurisdiction and is adjacent to and adjoins the City; and
Ordinance No. 20751-05-2013
Page 1 of 6
WHEREAS, the hereinafter described territory contains 390.5 acres (0.010
square miles) of land, more orless;
NOWTBEREFOF(B, E\BTTORDADNE0BYIHBClTYD3LNCILOFZ8E
CITY (}y FORT WORTH, TEXAS:
SECTION 1.
The fo||nvviug described \eod and territory lying aJ6acsu( to and adjoining the
City of Fort Worth, Texas io hereby added 1n and annexed Un the City of Fort Worth,
Texas, for limited purposes, iu accordance with Sections 43.l2\ through 43./36ofthe
Texas Local {}oveozozmnt Code, and the present corporate boundary limits nfsaid City
are altered to include said area within the corporate limits of the City of Fort Worth,
Texas, for limited purposes:
Being approximately 3g0.5 acres situated bz Parker County, Texas, and being a
portion of that certain called 2,994.5 acre tract of land described in Volurne 193, Page
3 3 5 (second tract) of the Deed Records, Parker County, Texas, also being part of the tract
of land described in deed to Walsh Ranches Limited Partnership recorded in Volume
1699, Page 1785, Deed Qnuou]o, Parker County, Tozoo more particularly described as
OoUovva:
BEGINNING at a fence comer post found in the easterly right-of-way line of FM 3325 (a
variable width debt-of-p/uy) and being the common west comer of said Walsh
Ranches tract and utract nf land described indeed tnJ.£. Beggs recorded in Volume
204, Page 497, Deed Records, Parker County,Texas;
THENCE with the common line of said Walsh Ranches and Beggs tracts, North 89' 18'
24" East, a distance of 5,228.70 feet to a fence comer post found for the common east
comer of said Walsh Ranches and Beggs tracts;
THENCE departing said corm-non line, South 0011 301 13" East a distance of 222.60 feet;
THENCE South l9" 43' O0" West u distance of3O3.64 feet to the beginning ofucorvcto
the left having w central angle o[34" l2' 3O", o radius of85O.00 feet and nchord
bearing and distance of South 02» 38'45" West 499.99 feet;
THENCE with said curve to the left uo arc distance o[507.40feei'
,
THENCE South l4u29` 30'` East o distance of437.6] feet Lo the beginning ofocurveto
the right having a central angle of 40' 20' 08", a radius of 800.00 feet and a chord
bearing and distance of South 05" 40' 34'" West 551.63 feet;
THENCE with said curve to the fight on arc distance o[563.l9 feet;
Ordinance No. 2O75|-05'20l3
Page 2of 6
THENCE South 25" 5O' 38" West u distance nf777.57 feet to the beginning ofuourvok)
the right having a central angle ofl4" 3O' 52", u radius of}`300.O0 feet and ochord
bearing and distance of South 33" 06' 04" West 328.44 feet;
THENCE with said curve to the night uo arc distance of}29.}2 feet;
THENCE South 40' 21' 30" West a distance ofh52.Vb feet to the beginning o{uuurvcLo
the left having a central angle nfl4=24'O2", u radius of2,0UO.00 feet and mchord
bearing and distance of South 33" U9'29" West 501.35 feet;
THENCE with said curve to the left au arc distance of502.6Ufeet;
THENCE South 25' 57'28" West a distance of 30.84 feet to a point in the northerly
debt-of-vvuy line of Interstate Highway No. 20, same also being the beginning ofu
non-tangent curve to the left having uceutna| angle of|l» 57' 39", urodioa of
5`8l0.58 feet and u chord bearing and distance nf North 7ho32'49" West l,2l0.0O
feet;
THENCE with said northerly ricbt-of-vvoy line and with said curve ho the left uoarc
distance ofl,2|3.0l feet;
THENCE continuing with said northerly right-of-way line,North 82' 31' 24" West a
distance of 402.09 feet to the southeast comer of that certain tract of land described as
PARCEL 2 in the deed to Patricia Dean Boswell recorded in Volume 1441, Page 400,
Deed BLoconja, Parker County,Texas;
7RBNCB departing said northerly bg6t-of-vvuy line with the east line ofsaid PARCEL 2,
North 01' 33'28" West a distance of 401.74 feet to an axle found for the northeast
comer nf said PARCEL 2'
,
THENCE departing said cast line with the north line of said PARCEL 2, South 89' 41'
19" West a distance ofl|g0.65 feet too point in the northerly debt-of-vvay line o[
said Interstate Highway No. 20 and the beginningofuoon-iongmotuorve tu the left
having o central angle ufl9" ll` 2O", u radius nf2,93442 feet, and a chord bearing
and distance of North 7Q" 53` 09"West V78.l8feet'
`
THENCE departing said uodb line with said northerly debt'of-vvuyline and with said
non-tangent curve to the left an arc distance of 982.77 feet to a Texas Department of
Transportation (TxDOT) monument found for the intersection of said northerly right-
of-way line with the easterly dgbt-of-n/uy line ofsaid FM 3325;
THENCE departing the northerly debt-nf-vvuy line ofsaid Interstate Highway No. 20
with the easterly riubt-0f-vvuy line of said [K43325, North 50vJ3' 55" West u
distance ofl|7.32 feet tou found TxD(]Tmonument;
Ordinance No.2O751'V5'2Ol]
Page of
THENCE continuing with the easterly right-of-way line o[said FM }325, North 00" 4\`
43" West u distance of37UJ3 feet to the beginning ofacurvetndheleftbuvingu
central angle Vf0l« 44` O3'", a radius ofl\,5l9.ld feet, and u chord bearing and
distance of North Ui° J3` 45'` West 348.64feui'
`
THENCE continuing with the easterly right-of-way line of said FM 3325 and with said
curve <othe \nft' un are distance of348.65 feet;
THENCE continuing with the easterly right-of-way line nfsaid FM 3325, North 02° 25`
4d'`West u distance of37V.46 feet t* u found TxD()Tn000ucoent'
,
THENCE continuing with the easterly riebt-of-vvoy line nf said FM33Z5, North 04" 4|`
44" East udiotuncc of 201.56 feet;
THENCE continuing with the easterly right-of-way tine of said FM 3325, North 020 25'
46" West a distance of200.0U feet (ou found l[xD{)T0000uz000\'
'
THENCE continuing with the easterly riubt-of-vvuy line of said FM 3325, North |8" 27`
57" West a distance of|U3.08 feet tou found 7[z0(}Tmonument;
THENCE continuing with the easterly right-of-way line of said FM 3325, North 02' 25'
46" West a distance of 21.55 feet to a TxDOT monument found for the beginning of a
curve Lo the right having u central angle ofO\' 22` 14", u radius of1|,399.)h feet,
and u chord bearing and distance nf North 0l^44` 34" West 27Z.07feet;
THENCE continuing with the easterly rigb\'of-vvuy line u[said FM 3325 and with said
curve tothe right uo arc distance nf 272.68 feet;
THENCE continuing with the easterly night-of-wuy line of said FM ]325, North 0|' 03`
3Z'` West o distance of]O4.36 feet tou found IzD()Tmonument;
THENCE continuing with the easterly riubt-uf-wuy line uf said FM 3325, North 04" 39`
0h" East a distance ofl0O.50fect'
`
THENCE continuing with the easterly rizbt-*t-,vuy line nf said FM 3]25, North lO' |5`
O3" East u distance oflU|.98feet;
THENCE continuing with the easterly riab('nf-wuy line o{said EM332j,North 0l0O3`
02" West o distance of|00.D0feet;
THENCE continuing with the easterly riubt-of-p/uyline of said FM 3325, North 06" 40'
|l'` West u distance oflU0.50teet'
,
THENCE continuing with the easterly duht-of-wuy line of said FM3325, North Ol» O3`
32'` West a distance nfl00.00 feet tou found TxD()Truouuconu(�
,
Ordinance No.2075l'V5'20i3
Page 4of6
THENCE continuing with the easterly right-of-way line of said FM 3325, North 060 46'
ll"West u distance ofl0O.50 feet hVu found 7sD(}7monument;
THENCE continuing with the easterly right-of-way line of said FM 3325, North 01' 03'
32"West u distance of \00.00feet;
THENCE continuing with the easterly night-of-way line of said FM 3325, North 06' 46'
ll" West u distance oflOO.5O feet k) a found TxD(}Tcuoounoeut'
'
THENCE continuing with the easterly debt-nf-vvay line ofsaid FM 3325, North Ol» 03`
32'" West u distance o[ 122.l4 feet to the Point ofBeginning and 390.5 uccco of land,
more orless.
SECTION 2.
The above described territory is shown on Map Exhibit /\ attached hereto and
expressly incorporated herein by reference for the purpose of depicting the location of the
bcrcivabovc described territory,
SECTION ].
The Regulatory Plan contained with the City Secretary Contract C-28585 attached
hereto as Szbihii D is hereby adopted by the approval of this onjiouuue. The regulations
identified in the regulatory plan shall be enforced in the area described in Section i
above.
SECTION 4.
The residents of the area described in Section l above are oodt}e] to vote in
municipal elections regarding the election or o:ou|1 of members of the City Council or
regarding the amendment of the municipal charter, but may not vote in any bond election
orbeucandidate for orelected to e municipal office.
SECTION 5.
This ordinance unueoda every prior ordinance in conflict herewith, but as to all
other ordinances or mcchooa of ordinances not in direct conflict, this ordinance ubol\ be,
and the same io hereby made cumulative.
SECTION 6.
It is hereby declared to be the intent of the City Council that the oeoh000,
paragraphs, sentences, clauses and pbruaom of this ordinance are severable, and if any
pbzuao, clause, acoteoCo` paragraph or aocdoo of this ordinance mbul| be declared
unconstitutional by the valid judgment or decree ofany court ofcompetent jurisdiction,
Ordinance No. 2075}'O5-2013
Page 5ofh
such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences,
paragraphs and sections of this ordinance, since the same would have been enacted by the
City Council without the incorporation in this ordinance of any unconstitutional phrase,
clause, sentence, paragraph or section.
SECTION 7.
The City Council hereby declares it to be its purpose to annex to the City of Fort
Worth every part of the area described in Section I of this ordinance, regardless of
whether any part of such described area is hereby not effectively annexed to the City.
Should this ordinance for any reason be ineffective as to any part or parts of the area
hereby annexed to the City of Fort Worth for limited purposes, the ineffectiveness of this
ordinance as to any such part or parts shall not affect the effectiveness of this ordinance
as to the remainder of such area.
SECTION 8.
This ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY:
Melinda Ramos, Assistant City Attorney
ADOPTED AND EFFECTIVE: May 14, 2013
Ordinance No. 20751-05-2013
Page 6 of 6
Project Case # AX-13-002 Walsh Ranch
Addition of 390.5 Acres to become part of Council District 3 Exhibit A�
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Legend
Proposed Process Schedule Map References
O Adjacent City FORTWORTH
1st Public Hearin 04116/13 Ma sco 76OGH,LM ,
CD Fort Worth ETJ 2nd Public Hearingl 041123/13 761E,J � „
Fort Worth City Limits Date of Institution 1 05/14/13
Current Full-Purpose Incorporated Area 335.82 Square Miles Planning&Development Department
Full Purpose 412113-8H
0 0.5 1 Miles i
Limited Purpose
Proposed Limited-Purpose Annexation
..Pro ............. ,,
05-06-0 nn9:?l rza��o CITY 8ECRETARYQ<8Sq5
CONTRACT NO.
ECONOMIC DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND WALSH RANCHES LIMITED PARTNERSHIP,
THE WALSH CHILDREN'S TRUSTS,
THE WALSH GRANDCHILDREN'S TRUSTS,
AND F.HOWARD WALSH,JR.,
FOR WALSH RANCH
69yday s Econom� "Agreement")evelo ent Agreement for Walsh Ranch(the is made as of
the of 4 ,2003;" the CITY OF FORT WORTH,TEXAS("City")and
WALSH RANCHES LIM ED P.ARTNEI IIP,a Texas limited partnership("WEEP"),THE
WALSH CHILDREN'S TRUSTS(as defined on Schedule lA attached hereto)(the"C-Trusts"),
THE WALSH GRANDCHILDREN'S TRUSTS(as defined on Schedule IB attached hereto)(the
"G-Trusts"),and F.HOWARD WALSH,JR.("FHWJr.")(WRLP,the C-Trusts,the G-Trusts,and
FHWJr., being collectively referred to herein as"Owner").
The parties agree that the following recitals are true and correct and form the basis upon
which the parties have entered into this Agreement.
WHEREAS; Owner owns certain parcels of land situated in Parker and Tarrant Counties,
Texas,and consisting of approximately 7,207 acres of land in City's extraterritorial jurisdiction,such
property being more particularly described or shown in Exhibit"A" attached and incorporated by
reference;
WHEREAS,the 7,207 acres of land described in Exhibit"A",less approximately 379 acres
located west of Minor 2 at the northeast corner of FM 1187 and 1-20 described or shown in'Exhibit
$ (the Westside Property ), are hereinafter referred to as the Propert y ,
WHEREAS,Owner desires to develop the Property and the Westside Property with a variety
of uses including single-family,multi-family,office,retail,industrial,governmental,open-space and
other uses into a quality master-planned,mixed-use community(the"Project");
WHEREAS,Owner desires that the Project be developed in general conformance with the
"Concept flan"(herein so called and referred to herein as same even as amended)attached hereto as
Exhibit"C", as same may be amended from time to time;
WHEREAS, City and Owner anticipate that the Property will be annexed for limited
purposes and zoned on or before November 1,2003;
WHEREAS, City and Owner anticipate that the Westside Property will be annexed for
limited purposes and zoned when water and wastewater service is available to the Westwide
Property;
WHEREAS,City and Owner anticipate that the Property will be annexed for full purposes in
phases, in conjunction with the submittal of preliminary subdivision plats for portions of the.
Property; in accordance with the terms of this Agreement;
WHEREAS,because of certain attributes of the Project,City has a substantial interest in the
development of the Project;
WHEREAS,development of the Project,pursuant to the terns of this Agreement,will create
a valuable addition to City,will enhance City's tax base,is in the best interest of the public,and will
otherwise benefit City;
WHEREAS,it is in the best interests of City that the Property,the Westside Property and the
future residents of the Project be served by water and wastewater-facilities provided by City;
WHEREAS,Owner and City desire that the Property and the Westside Property be served by
City's water and wastewater facilities;
WHEREAS, Owner has agreed that any development of the Property and the Westside
Property will be in accordance with this Agreement and the applicable development requirements of
City, and City and Owner have determined that it is in the best interests of City and Owner for the
Property and the Westside Property to be developed in accordance with such development
requirements;
WHEREAS, Owner desires to continue to pursue approvals for the development of the
Project and to construct the Project in reliance upon the terms of this Agreement;
WHEREAS, City and Owner acknowledge that the Project will be developed over a forty
(40) to fifty (50) year period and agree that a stable regulatory environment is desirable for the
development of the Project;
WHEREAS,City and Owner agree that this Agreement is further authorized by Texas Local
Government Code Chapter 245 and that for purposes of this Agreement the Concept Plan constitutes
the first.permit in a series of platting permits and approvals required for the development of the
Project, and it is the intent of the parties that such permit shall result in the imposition of uniform
and consistent requirements as the basis for the consideration of all subsequent permits required for
the Project, in accordance with Local Government Code, Chapter 245, except as' specifically
provided in this Agreement;
WHEREAS, in addition,the City Council of the City of Fort Worth has adopted as one of
City's Strategic Goals the promotion of orderly growth in developing areas such as the Project and,
in furtherance of such goal, City has created an Office of Economic Development to oversee
economic development programs authorized by Texas law and approved by the City Council,
including those authorized by Chapter 380("Chanter 380")of the Texas Local Government Code,to
promote state and local economic development and to stimulate business and commercial activity in
the City;
2
WHEREAS,in the event Owner and City determine that any of the economic benefits that
may be conferred on Owner pursuant to this Agreement arise under Chapter 380, the parties
agree to cooperate to execute documents required by Chapter 380;
WHEREAS, this Agreement was approved on April 29, 2003, by the Fort Worth City
Council(Mayor and Council Communication C-19566);
WHEREAS,City and Owner have determined that the development of the Property and the
Westside Property will best be accomplished through this Agreement;
WHEREAS,City and Owner agree that City's development requirements and the terms of
this Economic Development Agreement substantially,advance a legitimate interest of City;
WHEREAS, in its approval ofthis Agreement,the City Council has found and determined
that the potential economic benefits that will accrue to City under the terms and conditions of this
Agreement are consistent with City's established economic development objectives;
NOW THEREFORE, in exchange for the mutual covenants, conditions and promises
contained herein, City and Owner agree as follows:
1. THE PROJECT. Owner is planning and developing a master-planned mixed-use
community on the Property and the Westside Property,and in conjunction therewith is proposing to
subdivide and obtain various land use approvals for the Property and the Westside Property,
(a) Concept Plan. On January 23,2002 City's Plan Commission approved a Concept
Plan for the Project which is attached as Exhibit"C"(the"Concept Plan"). Owner agrees that all
future applications for subdivisions of the Property and the Westside Property shall be substantially
consistent with the Concept Plan except to the extent otherwise authorized by City or the Plan
Commission.
(b) ComprehenAve Plan. City acknowledges and agrees that the Concept Plan for the
Property and the Westside Property(as adopted on January 23,2002)is consistent with the lan d use
maps set forth in Appendix'C to the Fort Worth 2003 Comprehensive Plan. The parties anticipate
that on or before July 15,20013,Owner will submit an application to zone the Property in substantial
conformance with the land uses reflected in the Concept Plan,and the City Council will consider the .
application on or before November 1,2003,unless the parties agree to extend the deadlines. City
agrees that neither the land use map for the Property and the Westside Property in Appendix C to the
2003 Comprehensive Plan nor any other provision of,the 2003 Comprehensive Plan relating
specifically to the Property or the Westside Property will be amended before November 1, 2003,
without Owner's approval. City further agrees that no amendment to the land use maps and/or other
provisions relating to land use in the 2003 Comprehensive Plan or any subsequent comprehensive
plan.(collectively, the "Comprehensive Plan") that are approved after November 1, 2003, will
prevent development of the Property or the Westside Property in accordance with the zoning
designations approved by the City Council. City acknowledges that Owner may initiate amendments
to the Comprehensive Plan so as to render the Comprehensive Plan consistent with the zoning
designations for the Property or the Westside Property, as originally approved or subsequently
3
amended by the City Council. If Owner elects to submit an amended zoning request for the Property
or the Westside Property or any portion thereof,City will consider the amended zoning request and
the Comprehensive Plan amendments concurrently. The parties anticipate that City and its staff and
governing bodies will support each application by Owner for an amendment to the Comprehensive
Plan so long as such application is generally consistent with the zoning designation then in effect.
(c) Master Thoroughfare Plan. City acknowledges and agrees that the Concept Plan
(as adopted on January 23,2002)is generally in conformance with the 2002 Master Thoroughfare
Plan (the "MTP"). It is anticipated that on or before August 1, 2003, City staff will initiate
amendments to the MTP to render it consistent with the Concept Plan in all respects. All.
application fees relating to such MTP amendments are waived. The parties acknowledge that
amendments to the MTP will be subject to Plan Commission and City COuncil review and approval.
If the City Council fails to approve such MTP amendments on or before November 1,2003,Owner
shall have the right to terminate this Agreement.
(d) Applicable Regulations. Owner and City agree that the Property will be developed
in phases over a forty(40)to fifty(50)year period and will involve numerous subdivisions requiring
the platting and full purpose annexation of the Property in accordance with this Agreement. City
acknowledges that the feasibility of the Project is dependent on approval by City of the land uses
proposed by Owner in the Concept Plan and on a predictable and stable regulatory environment in
the design of subdivisions and the design and construction of public improvements. In that regard,
City and Owner agree as follows:
(i) Owner shall file an application for limited purpose annexation of the Property on or
before July 15,2003,unless extended by written agreement by City staff and Owner,
and, in connection therewith,shall seek approval by City of zoning regulations for
the.Property, including permitted land uses and development regulations, in
substantial conformance with the Concept Plan.
(ii) Except as otherwise stated in this Agreement, the version of City's Subdivision
Regulations and Community Facilities Policy in effect on January 23, 2002 (the
"Regulation Date")(except for design standards for streets and roadways)together
with the.absence of limitations on impervious cover and the absence of development
fees(or similar payment obligations related to development of the Project) and the
design standards for streets and roadways approved by the City COuncil on February
13, 2002, by Mayor and Council Communication G-13532 shall be applicable to
development of all portions of the Property for which a preliminary plat is
submitted on or before December 31,2016 and a final plat is subsequently approved
and filed in the county records.
(iii) "Development Regulations"means the version of City's Subdivision Regulations,
Community Facilities Policy,impervious cover limitations,absence ofdevelopment
fees,and design standards for streets and roadways applicable to the Property or the
Westside Property on the applicable Regulation Date,pursuant to subsections(ii)and
(iv).
4
(iv) Commencing January 1,2017,the Development Regulations in effect on January 1
of the years set out below(the"Regulation Dates")shall apply to the development of
all portions of the Property or the Westside Property for which a preliminary plat is
submitted during the subsequent five-year period, provided that a final plat is
approved and filed in the county records,as follows:
Regulation Date Submission period for preliminary plats
January 1, 2017 January 1,2017 through December 31,2021
January 1, 2022 January 1,2022 through December 31, 2.026
January 1, 2027 January 1, 2027 through December 31, 2031
January 1,2032 January 1, 2032 through December 31,2036
January 1, 2037 January 1, 2037 through December 31, 2041
January 1, 2042 January 1,2042 through December 31, 2046
January 1, 2047 January 1, 2047 through December 31,2051
January 1, 2052 January 1, 2052 through April 29, 2053
(v) Owner may hereafter prepare and submit to City for approval certain other
development standards intended specifically for the Project to be known as the
"Walsh Ranch Development Standards"(the"Walsh Ranch Standards"); City shall
not unreasonably withhold approval of the Walsh Ranch Standards so long as (i)
same are not inconsistent with the Concept Plan,and(ii)same provide the equivalent
or better assurances of development quality and aesthetics as are created by the
Development Regulations then applicable pursuant to subsections(ii)or(iv)above.
If the then-current Walsh Ranch Standards do not provide the equivalent or better
assurances of development quality and aesthetics as are created by the version of the
Development Regulations applicable under subsections(ii)or(iv),the Development
Regulations will control to the extent of such inconsistency. The Walsh Ranch
Standards(or, if applicable, the Development Regulations)may be amended from
time to time in the same manner(and subject to the same requirements).
(vi) Notwithstanding anything herein to the contrary, City may (i) charge fees for
development permits according to the fee schedule in effect on the date of submittal
of each permit application, and (ii) continue to enforce and apply (if applicable
throughout the City of Fort Worth)all building codes and environmental regulations.
(vii) City acknowledges and agrees that the Development Regulations will not.apply to
ranching,farming,and drilling and production of natural gas on the Property or the
Westside Property until such property is annexed for full purposes, except for
Subdivision Regulations and other regulations that are enforceable in the City's
extraterritorial jurisdiction,which will apply.
5
(viii) .Notwithstanding anything in this Agreement to the contrary,if City adopts or amends.
a City rule, regulation or ordinance relating to development (including City's
financial participation commitments or construction obligations for .public
infrastructure) that Owner considers more favorable to development of the Project,
Owner may elect to comply with and benefit from the amended rule,regulation or .
ordinance.
(ix) if Owner is entitled to greater protection with regard to the applicability of.
development regulations under Chapter 245 of the Local Ciovemment Code or any
other provision of state law than is afforded by this Agreement, Owner may claim
the benefits under state law in lieu of the provisions outlined above.
(x) Notwithstanding anything in this Agreement to the contrary, in the event City is
required by state or federal law or regulation to adopt one or more ordinances that
apply to the development of the Property or the Westside Property including,but not
limited to, ordinances implementing storm water discharge regulations, such ,
ordinance shall become applicable to the development of the Property upon the
effective date of the ordinance unless the ordinance specifies to the contrary,
provided,however:
(i) Such ordinance must be one generally and uniformly applicable to all
development within the City, unless otherwise required by state or federal
law; and
(ii) Such ordinance must provide that property located within the City and its
extraterritorial jurisdiction which upon the effective date of the ordinance is
being developed pursuant to one or more approved preliminary or final plats
or other permits approved by City shall be exempt from application of the
ordinance, to the extent allowable under state or federal law or regulation;
provided that
(iii) Such ordinance shall exempt the Property,or portion thereof, or portion of
such ordinance,which is permitted to be exempted under such state or federal
law or regulation by virtue of this Agreement or the commencement of
development of the Property,
(e) Additional Approvals. Owner shall obtain approvals as required by the
Development Regulations and this Agreement prior to its development of any of the Property or the
Westside Property. The parties anticipate that City and its staff and governing bodies will support
and accept all such subsequent applications for development approvals or permits by Owner,
including but not limited to applications for annexation,preliminary plat and final plat approval,so
long as such applications comply with the Development Regulations and substantially conform with
the Concept Plan and the zoning enacted pursuant to paragraph 2(b)below. Owner agrees to pay the
applicable proceasing/review fees for such future development approvals that are in effect city-wide
on the date such subsequent applications are filed.
6
(f) Procedure for Development of the Property. Except as set forth below,prior to
commencing construction of any structure on the Property,Owner shall comply with the following
procedure: (i)submit a preliminary subdivision plat and request for full purpose annexation for the
property,pursuant to paragraph 2(e);(ii).obtain approval of the preliminary plat and the full purpose
annexation ordinance; (iii) obtain approval of and file final plat in the county records; and (iv)
obtain all required construction permits. Owner may commence construction of one or more
temporary construction yards and construction staging areas without complying with the annexation
and platting requirements (i) through (iii) set out above. Construction of public infrastructure is,
subject to compliance with the City's Community Facilities Policy applicable in accordance with
paragraph 1(d). The provisions of this paragraph also apply to portions ofthe Westside Property that
are developed after water and wastewater service is available to such property,in accordance with
paragraph 2(g). Notwithstanding anything herein to the contrary,Owner may construct structures
utilized in farming and ranching or for drilling or production of natural gas without complying with
the terms of this paragraph. Further,Owner may construct a maximum of ten(10)model homes and
two sales offices without complying with the terms of this paragraph,provided that such structures
shall be built to City standards and shall comply with NFPA Standard 1231 (1993)relating to water
supplies for suburban and rural firefighting.
(g) Moratoriums. Except to the extent required by a court order, City agrees not to
impose any development or other moratorium binding upon the Property or the Westside Property
that would prohibit the Owner from making applications to City, or prohibit City from approving
such applications,related to the development of the Property or the Westside Property for the uses
generally described in the Concept Plan. In the event City is served with a court order requiring a
moratorium which affects Owner's ability to make or receive applications required for.the
development of the Property or the Westside Property, City agrees to notify Owner as soon as
reasonably possible after service of such order on City so that Owner may be permitted to assert and
protect Owner's interest in the matter.
2. ANNEXATION AND ZONING
(a) Intent. City acknowledges and agrees that many of the common and mutual
objectives herein set forth would be best served if the Property were annexed for limited purposes as
contemplated in Subchapter F of Chapter 43 of the Texas Local Government Code (the"Code").
Owner,likewise,has determined that a"limited purpose annexation"would best serve the Project
and facilitate development as contemplated by this Agreement. City acknowledges and agrees that
Owner's desire to create a planned community with a mix of compatible land uses as set forth in the
Concept Plan is in City's best interest and that the land uses set forth or contemplated in the Concept
Plan are generally acceptable. Nonetheless,Owner acknowledges that the adoption of the Specified
Ordinance defined in paragraph 2(b)will,if it occurs,constitute the formal vesting of the intended
zoning rights.
(b) Application. With the assistance of City,Owner agrees to submit an application(the
'LPA Application")for annexation of the Property for the limited purpose of allowing City to apply
its planning, health, safety and zoning ordinances, as contemplated below, on or before July 15,
2003,unless extended by written agreement by City'staff and Owner. Concurrently with submitting
the LPA Application,Owner shall submit an application to zone the Property pursuant to a specific
and unique zoning ordinance(the"Specified Ordinance")in substantial conformance with the land
uses reflected in the Concept Plan. Owner and City acknowledge that any attempt by City to agree
by contract to any particular zoning regulations is void as a matter of law. However, City
acknowledges that Owner desires the Property to be annexed for limited purposes only for.
development of the Property in substantial conformance with the Concept Plan. City agrees to
consider the LPA Application simultaneously with the zoning application and to allow Owner to
withdraw the LPA Application in the event City fails to approve the zoning application. Owner
acknowledges that final approval of the actual Specified Ordinance cannot occur unless and until the
LPA Application and the Specified Ordinance are each approved by the City Council. City
acknowledges and agrees that the LPA Application and the Specified Ordinance will both be
approved. as submitted or both disapproved and that no partial approvals, amendments, or
modifications thereto will be approved by the City Council,unless accepted by Owner. If Owner
and City are unable to agree on zoning designations for the Property satisfactory to Owner,Owner
may withdraw the LPA Application. City agrees to process such LPA Application(with Specified.
Ordinance)for approval at the earliest possibility. In the event the City Council fails to approve the
LPA Application and Specified Ordinance as submitted by Owner on or before November 1,2003,
Owner shall have the right to terminate this Agreement; provided, however, if the deadline for
submittal of the LPA Application and the application to zone the Property is extended, the
November 1,2003,deadline for City Council approval shall be extended by the same period.
(e) Reports/Studies/Rearings. City shall immediately commence the preparation of all .
reports, studies and other work necessary for the processing, review and/or approval of the LPA
Application as contemplated by Section 43.123 of the Code. In addition,. City shall promptly
schedule and conduct all public hearings contemplated by Section 43.124 of the Code.
(d) Full Purpose Annexation Extension. Notwithstanding the three-year limitation set
forth in Section 43.123(d)(2)of the Code,City and Owner hereby each waive such requirement and
agree that the date for full purpose annexation of the Property shall be postponed pursuantto Section
43.127(a)of the Code until the sooner to occur of annexation of one or more 1,000-foot strips(or
such other width as required by law)to connect portions of the Property,the Westside Property,or
property not subject to this Agreement,including property owned byparties other than Owner,to the
City limits in order to facilitate annexation of such land; (ii)the dates provided under paragraph(e)
below(if such dates are more than three years after the limited purpose annexation);(iii)annexation,
at City's option,of any one or more unincorporated enclaves of 400 acres or less surrounded on all
sides by portions of the Property and/or the Westside Property that have been created as the result of
annexations requested by Owner; or (iv) twenty-three (23) years from the date hereof, unless
extended in writing by mutual agreement(the"New Full Purpose Annexation Deadline").
(e) , Full Purpose Annexation of Land. City and Owner agree that each application for
preliminary plat approval for the Property.will be accompanied by a concurrent petition for
voluntary full purpose annexation within the corporate limits of City with respect to the land subject
to the preliminary plat application and,if applicable,other land. The City Plan Commission or staff,
as applicable,will consider the application for preliminary plat approval and the City Council will
consider the petition for full purpose annexation in accordance with deadlines established by state
law. City acknowledges that this Agreement constitutes a written agreement to postpone the date
8
for full purpose annexation pursuant to Section 43.127(a) of the Code, and'that full purpose
annexation will occur only in accordance with paragraph 2(d) above.
(f) Waiver of Capital improvements Planning. Insofar as full purpose annexation will
proceed as the Property is developed, the parties recognize that annexation of portions of the
Property for full purposes is likely to occur less than three years after limited purpose annexation and
that annexation of the remainder of the Property could occur over a period of up to fifty(50)years.
The parties recognize that capital improvements planning under Section 43.127(b)of the Code for
the entire Property within three years after the area is annexed for limited purposes is premature.The
parties further recognize that it is likely that Owner will not give City three years notice of each
request for full purpose annexation: Accordingly,Owner waives City's performance under Section
43.127(b)and the parties agree to cooperate in identifying future capital improvements projects for
the Property, including projects intended to serve the Property in City's adopted capital
improvements program,and identifying potential sources of funding for capital improvements as the
Property is annexed for full purposes and developed.
(g) Annexation and Zoning of the Westside Property. All development of the
Westside Property shall be in substantial conformance with the land uses reflected in the Concept
Plan and shall be constructed in accordance with City standards. Owner shall file a petition for
limited-purpose annexation and an application to zone the Westside Property within 90 days after
City completes construction of the Phase IVA Water Facilities and City wastewater service is
available to serve the Westside Property. All subsequent development of the Westside Property shall
be subject to the procedure set out in paragraph 1(f). Owner shall submit a request for full purpose
annexation of portions of the Westside Property that have been developed before the Phase TVA
Water Facilities are completed and City wastewater service is available,within 90 days after water
and sewer lines are installed within 200 feet of such property.
(h) Full Purpose Annexation Planning. In order to assist City in planning for provision
of municipal services,Owner and City shall meet periodically,but no less than quarterly,to discuss
Owner's plans for full purpose annexation. Owner shall provide City with periodic reports
identifying areas for which Owner plans to seek full purpose annexation,which shall be submitted
annually or more frequently,at Owner's election;provided,however,failure to submit such reports
shall not affect the validity of any annexation request.
3. WATER AND SANITARY SEWER FACILITIES
(a) General Commitment of Utility Capacity. City and Owner agree and acknowledge
that the proposed development of the Project will require system utility improvements to be made by
City in order for water and wastewater utilities to be available to the Property and the Westside
Property.
(b) Utility Capacity Needs. City shall provide the water and wastewater utilities in
accordance with the requirements and timelines set forth in this Agreement in such capacities as may
be reasonably necessary to provide the same level of service to the residents and other users in the .
area proposed to be served thereby as is provided in other areas of City.
9
(c) System Improvements Schedule. Owner and City recognize that the timetable for
utility improvements necessary for services to the Project is based on utility systems demand
assumptions related to the Project and City will provide utility services and capacities based on
actual development of the Project and projected growth, as reported to City by Owner during the
development process. Owner recognizes that in order for City to provide utility services other than
those specified in paragraph 3(g) below, City and Owner must meet periodically, no less than
quarterly, to review development schedules, closing schedules and sales projections within the
Project and to schedule utility system improvements to meet anticipated demand and capacity.
(d) Water and Wastewater Master Plan. Owner shall provide a Water/Wastewater
master plan for the'Property and the Westside Property on or before January 1,2004.
(e) Temporary Onsite Facilities. Owner may install water wells and temporary
wastewater collection/disposal facilities on the Property and the Westside Property at Owner's sole
expense in accordance with this paragraph,in order to facilitate development of the Property and the
Westside Property in accordance with this Agreement prior to the availability of City services and to
supplement such services thereafter. Such wells and temporary wastewater collection/disposal
facilities shall be designed and constructed as Owner deems appropriate,provided they comply with
all requirements of state and federal laws and regulations. All structures constructed on the Property
and the Westside Property shall be connected to City sewer and water systems(by and at the expense
of parties other than City)within 90 days after the water and sewer mains and taps are installed and
these systems are connected to City's system. All temporary wastewater collection/disposal facilities
for a structure shall cease operation within 90 days after City's system is available to such structure
and operational and such temporary facilities shall be removed from the Property or the Westside
Property, as applicable,within 30 days thereafter; services for uses such as construction, drilling,
irrigation and other purposes for which potable water is not required may continue. Upon
connection of a structure to the City water system,the property owner may continue to use on-site
wells for irrigation and other outdoor purposes but shall disconnect the well, from plumbing in
accordance with City codes.
(f) Permanent Onsite Facilities. Except as otherwise set forth in this Agreement,
Owner will install and construct with normal participation by City all onsite water and wastewater
mains/facilities necessary to serve the proposed development of the Property and the Westside
Property in accordance with City standards. Owner will submit a water and wastewater study to
City's Water Department for each phase of the development as a condition of approval of the
preliminary plat.
(g) General City Obligations. City agrees to design and construct,at City's expense,the
water and sanitary sewer mains to serve the water volume heeds of the Project in conformance with
the time schedules set forth herein. Such design and construction shall include,at City's expense,
lift stations,,pump stations, force mains,sanitary sewer mains,water mains,water booster pumps,
elevated water storage facilities,and other lines and facilities described in paragraphs 3(h)and 30)
and shown in Exhibit"D"entitled"Walsh Ranch Sanitary Sewer Exhibit(the"City Sewer Plan"),
and Exhibit "E " entitled "Walsh Ranch Water Exhibit" (the "City Water Plan'), attached and
incorporated herein.
10
(h) Specific City Water Obligations, City shall design,construct and operate at its sole
cost and expense, the following WATER FACILITIES adequate to serve the Property and the
Westside Property, as well as anticipated customers west of the Property (as further shown and
described on the City Water Plan), in accordance with the schedule corresponding thereto:
FACILITY SCHEDULE
1. "Phase I Water Facilities" Design and easement acquisition
(water line from Westland Ground to be complete on or before
Storage Tank to Westside N eighteen(18)months after the
Elevated Tank Site; includes date hereof.
Westside IV Elevated Storage and
Pump Station) Construction to be complete prior
to the earlier to occur of(i)third
(Y )anniversary of the date
hereof or(ii)eighteen(18)
months after completion of the
design and easement acquisition
phase described above.
2. "Phase II Water Facilities" Design, easement acquisition, and
(water line from FM 2871 to construction must be completed
Westside III Reservoir Site and on such schedule as maybe
Westside IV Booster Pump Station; necessary to meet any capacity
includes Westside III Ground needs which cannot be met by
Storage Tank and Westside IV City-constructed Phase I Water
Pump Station) Facilities and Owner-constructed
Phase III Water Facilities. (City
shall not be obligated to
commence design until Owner
has commenced design of Phase
III.Water Facilities.)
3. "Phase IVA Water Facilities" Design,easement acquisition and
(Westside V Booster Pump Station construction shall be completed
at end of Phase I Line, and Westside on the same schedule as applies
V Elevated Storage) to Owner's schedule for Phase
NB Water Facilities below.
t�
(i) Specific Owner Water Obligations. Subject to contribution by City in an amount
not less than the amounts set forth in City's normal participation policies,Owner shall construct(and
City shall operate and maintain) the following WATER FACILITIES (as further shown and
described on the City Water Plan),and City shall complete easement acquisition,in accordance with
the schedule corresponding thereto:
FACILITY SCHEDULE
1. "Phase III Water Facilities" Design, easement acquisition and
(water line connecting Phase I water construction shall be according to
line at I.H. 30 and Walsh Ranch, Owner's development schedule.
Parkway southeasterly to serve the
property north and south of Overlook
interchange)
2. "Phase IVB Water Facilities" Design, easement acquisition and
(water line connecting Westside V construction shall be according to
Pump Station to Westside V Owner's development schedule.
Elevated Storage Tank)
Water service shall be provided in accordance with the same policies and ordinances in effect for all
City water customers. Potable water shall comply with all federal,state and local requirement for
potable water. Water service rates shall be the same as those rates applicable to.other similarly
classified City water customers.
(j) Specific City Sewer Obligations. In addition,City shall construct and operate,at its
sole cost and expense (except for the Phase III Sewer Facilities) the following SEWER.
FACILITIES adequate to serve the Property and the Westside Property (as further shown and
described on the City Sewer Plan)in accordance with the schedule corresponding thereto:
12
FACILITY SCHEDULE
I: ""Phase LN EB IC and ID Sewer Design and easement acquisition to
Facilities"(as shown and identified be complete on or before eighteen
on the City Sewer Plan; Phase IC (18)months after the date hereof
line shall be limited to 10,000 linear
feet) Construction to be complete on or
before the earlier to occur of(i)
third(3�d)anniversary of the date
hereof or(ii) eighteen(18)months
after completion of the design and
easement acquisition phase
described above.
2. Phase II Sewer Facilities Design and easement acquisition to'
(as shown and identified on the City be complete on or before eighteen
Sewer Plan) (18)months after the date hereof.
Construction to be complete on or
before eight(8)months after
Owner's application for preliminary
plat or annexation for the area(or
portion thereof)to be served by
such facilities,but completion shall
not be required earlier than twelve
(12)months after completion of
design and easement acquisition
(which shall be complete on or
before eighteen(18)months after
the.date hereof).
3. Phase III Sewer Facilities Design and easement acquisition to
(as shown and identified on the City be complete on or before eighteen
Sewer Plan) (18)months after the date hereof.
Construction shall be the
responsibility of Owner or others
and shall be subject to the"per
acre"policy of the City.
13
4. Phase IVA Sewer Facilities Design and easement acquisition to
.(from existing 21'sewer in Lost be complete on or before eighteen
Creek westward to the Project as (18)months from the date of this
shown on the City Sewer Plan) Agreement.
Construction to be complete on or
before twelve(12) months after
submittal of a preliminary plat of
any area to be served by such
facilities,but completion shall not
be required earlier than twelve(12)
months after completion of design
and easement acquisition(which
shall be complete on or before
eighteen(18).months after the date
hereof).
5. Phase IVB Sewer Facilities Design and easement acquisition for
(includes two gravity lines in Lost 2 gravity lines to be complete on or
Creek and Walnut Creek lift station before eighteen(18)months from
and force main as shown on the the date of this Agreement.
City Sewer Plan)
Design and easement acquisition for
the lift station and force main shall
be completed within eight(8)
months after a Community
Facilities Agreement is submitted to
City which provides for
construction of the Phase III Water
Facilities by Owner(the"Phase III
Water CFA").
Construction of the 2 gravity lines
to be complete on or before eight
(8)months following Owner's
submittal of the Phase III Water
CFA.
Construction of the lift station and
force mains to be complete within
twelve(12) months after outside
date for completion of design for
same.
14
Wastewater service shall be provided to portions of the Property and the Westside Property after full
purpose annexation, pursuant to state law, and shall be in accordance with the same policies and
ordinances in effect for all City wastewater customers. Wastewater service rates shall be the same as
those rates applicable to other similarly classified City wastewater customers.
(k) Owner's Construction Rights. Notwithstanding anything herein to the contrary,
Owner shall have the right to construct the following at Owner's expense:
(i) Up to five (5) sanitary sewer lift stations shown and identified on the City
Sewer Plan or "Phase V"; such lift stations shall connect to the Phase IC
Sewer Facilities drainage area. If constructed, such lift stations shall be
accepted, operated and maintained by City(unless same are constructed to
serve a single user, in which case the maintenance shall be such user's
responsibility).
(ii) A sanitary sewer lift station and force mains shown and identified on the City
Sewer Plan as"Phase VV;such facilities shall connect to the Walnut Creek
water shed. If constructed, such facilities shall be accepted, operated, and
maintained by City (unless same are constructed to serve a single user, in
which case the maintenance shall be such user's responsibility).
(1) Raw or Effluent Water. Upon written request by Owner,City shall use reasonable
efforts to provide Owner access to(1)"raw water";and/or(2)treated effluent water if,as,and when
either becomes available on or adjacent to the Property. In the event that either type of water
becomes available in the vicinity of the Property,Owner may request that City use reasonable efforts
to extend a pipeline within a reasonable time for transport of such water to the Property. In such
event,City shall be responsible for obtaining all necessary rights of way and the cost of the pipeline
shall be borne,at Owner's election,either(i)by Owner on a"payment upon completion"basis or(ii)
by Owner on a"cost recovery"basis wherein City will add a surcharge to the otherwise prevailing
raw or effluent water rates in an amount sufficient to amortize the hard costs of the pipeline
extension over a reasonable period of not less than ten (10) years. Except as provided in the
preceding sentence, all raw or effluent water will be delivered to City and sold to Owner at the
prevailing rate for such water. City will timely seek and obtain the required Texas Commission on
Environmental Quality approvals for the use of raw or effluent water for the Project.
(m) Right-of-Way. City shall obtain all conveyances, easements and rights-of-way
outside of the Property as may be necessary to construct and operate the various Water Facilities and
Sewer Facilities contemplated by this Agreement and shall complete such acquisitions on or before
the dates set forth in paragraphs 3(g)and 3(i)above. Owner agrees to cooperate with and assist City,
at no cost to Owner,with City's efforts to obtain such rights-of-way;in such regard,Owner agrees to
make the initial contacts with affected land owners and to make initial offers,as directed by City,to
acquire same on behalf of City. Owner shall have no obligation to incur any costs or pursue
acquisitions beyond the initial contact and offer.
(n) CCN Proceedings at TCEQ. Owner will not oppose,and will actively support,any
application filed at the Texas Commission on Environmental Quality ("TCEO")or any successor
15
agency by City to amend its existing water certificate of convenience and necessity("CCN") to
include areas covering any or all of the Property and the Westside Property, Further,Owner will not
support any other application for a water CCN to provide retail water service to the Property and the
Westside Property,or any attempts by any developer or other utility to provide retail water service to
the Property and the Westside Property. Notwithstanding the foregoing,if City does not obtain the
amendment to expand its existing water CCN within eighteen (18) months of the date of this
Agreement, Owner may pursue other options for water service for any areas not covered by City's
CCN, including supporting third parties who may seek a water CCN, and City shall have no
obligation to provide potable water service to any portion of the Property or the Westside Property
not covered by City's CCN; provided that, if City is diligently pursuing such a water CCN
amendment but protests have been filed against it,then City shall have two years from the date of
this Agreement to obtain the CCN amendment.
(o) City's Exclusive Right to Serve. Subject to the provisions of paragraph (n)
immediately above, Owner agrees that City shall have the exclusive right to provide retail water
service to the Property and the Westside Property,and no other person or entity shall have the right
to provide retail water service to the Project, except as determined by City in its sole discretion.
(p) Water Storage Design. Owner shall have the right to approve the design and
exterior materials of all water storage facilities (surface and elevated), such approval not to be
unreasonably withheld.
(c) No Waiver of Defenses or Immunities. At no time does City by execution of this
Agreement waive any defenses or inununities available to City against claims or lawsuits for the
temporary inability to provide water and wastewater services when such failure results from the
damage or failure of one or more components of City's water treatment, water distribution,
wastewater collection and/or wastewater treatment systems;provided,Owner's performance of any
of its obligations under this Agreement shall be excused to the extent of City's non-performance or
in the event City's failure renders Owner's performance impossible or more costly.
4. OTHER WATER, SEWER,ROADWAY MISCELLANEOUS MATTERS
(a) Water Costs..City shall pay and.be solely responsible for,without reimbursement or
contribution of any kind from Owner except as specifically set forth herein,all costs of the following
facilities, including, without limitation, all costs of design, easements, review, permitting,
construction, financing, operation, and maintenance: Phase I Water Facilities, Phase U Water
Facilities., and Phase IVA Water Facilities. As contribution for these facilities, City will collect a
$400.00 fee from the retail customer (for the purpose of recovering a pro rata cost of extending the
infrastructure)for each water tap in addition to the standard water tap/impact fee. Owner shall pay
for the Phase III and Phase IVB Water Facilities, subject to standard City participation policy.
(b) Sewer Costs. City shall pay and be solely responsible for,without reimbursement or
contribution of any kind except as specifically set forth herein,all costs of the following facilities,
including, without limitation, all costs of design, easements, review, permitting, construction,
financing, operation, and maintenance: Phase IA, IB, 1C, and ID Sewer.Facilities, and Phase II,
Phase III(except for construction),Phase IVA and Phase IVB Sewer Facilities. The costs shall be
16
paid initially by City but shall be subject to recovery in accordance with City's normal prevailing
development policies,with the costs of same being allocated on a per-acre basis over the entire area
(inside the Project and beyond the Project)served or to be served by such line as each final plat is
filed of record. This"per acre"fee shall be in addition to the standard sewer tap/impact fee. Owner
shall pay for and be responsible for the lift stations and required force mains indicated as Phases V
and VI;however, following construction, City shall accept,operate and maintain said facilities,
(c) Interstate Access, Roadway and Interchange Costs. In general, the costs of all
interstate and highway access,roadways and highway interchanges built within the Project shall be
bome and allocated in accordance with City's normal prevailing development policies;either City or
Owner may,at its option,pay costs beyond the share for which it is normally obligated. Both parties
recognize the importance to the Project of interstate access, roadways and interchanges. In the
event City and Owner agree in writing that the interest of both parties will be better served,City and
Owner may,from time to time,agree upon cost allocations for interstate/highway access,roadways
and/or interchanges different from prevailing policies,including without limitation provision of state
and/or local matching funds for a federal program in the event the State of Texas,any agency of the
State of Texas, or City declines to participate or does not participate fully in the program. At
Owner's request,City may,at City's option,collect as a condition of final plat approval on property
located within the Project, a roadway impact fee or other fee equal to Owner's costs incurred
pursuant to this paragraph,and provide such funds to Owner upon receipt,to the extent permitted by
law. Owner agrees to furnish City with all documentation relative to actual and anticipated costs. If
City staff decides against collecting this impact fee or other fee,City agrees that the matter will be
taken to the City Council for final action. In addition, at Owner's request, City will support the
creation of public improvement districts,road utility districts or other similar mechanisms allowed
by law to finance costs incurred pursuant to this paragraph,provided such funding mechanism is at
no cost to City other than reasonable and customary administrative costs. In the event Owner and
City take action under this paragraph pursuant to Chapter 380 of the Local Government Code,
Owner and City agree to execute documents required by Chapter 380.
(d) City Roadway Costs. Notwithstanding the provisions ofparagraph 4(c)above, City
shall pay(or cause to be paid)and be solely responsible for,without reimbursement or contribution
of any kind from Owner(directly or indirectly),the costs of constructing the portion of the roadway
designated"Minor 1"on the Concept Plan running between"Minor 4" and Interstate Highway 30
(being the road on the eastern boundary of the Project adjacent to the"Westside Landfill"); such
obligation shall include all costs of design,review,permitting,construction,financing,operation and
maintenance, provided, however, City may collect normal and customary ad valorem taxes on
portions of the Property and the Westside Property within the City, and Owner shall dedicate all
right-of-way necessary for construction of such roadway. The schedule for construction of such
roadway shall be at City's discretion,provided,however,before City accepts dedication by Owner
of the community park west of Minor 1,as shown on the Concept Plan,City shall construct Minor 1
or provide other access to such park that does not encroach upon the Project.
(e) Thoroughfare Naming. Owner shall retain the right, and City hereby grants to
Owner the right, to name all major streets and thoroughfares traversing or serving the Property,
including the following roads and/or road segments as shown on the Concept Plan,provided City's
Fire Department does not object to any name selected by Owner because of conflict with existing
17
street names and City shall not incur costs that exceed normal and customary costs incidental to
naming streets and installation of street signs:
• Walsh Ranch Parkway
• "Minor 1" (from Westpoint to Walsh Ranch Parkway)
(t) Obligations Under Prior Agreements. City remains obligated for all work required
to be performed by City under that certain agreement dated May 13, 1983,by and between City and
F.Howard Walsh and Mary D.Walsh(the"1983 Ageement"),a copy of which is attached hereto as
Exhibit"F",including,without limitation,the construction and installation of certain utility sleeves
under Interstate Highway 20,provided,however, Owner is responsible for the construction of the
sleeve required for the Phase III Water Facilities. The remaining sleeves to be installed under the
1983 Agreement shall be designed by Owner, at Owner's expense, in accordance with the 1983
Agreement,and shall be included within a Community Facilities Agreement for other improvements
to the Property. City agrees that the actual cost to install those remaining sleeves shall be borne by
City and the applicable Community Facilities Agreement for those improvements shall provide for
City participation for the sleeves,
(g) Schedules/Self-Help. City will cause the improvements outlined in Section 3 to
occur based on the schedules set forth herein or other schedule subsequently agreed to in writing by
City and Owner. Not less than five(5) months prior to the start of City's fiscal year, Owner will
provide City with an estimation and explanation of the water and sanitary sewer improvements
required by the Project for the forthcoming City fiscal year to the extent not covered herein (the
"Non-Specified Improvements"). Should City be unable to meet the commitments and requirements
anticipated in this Agreement, Owner shall have the right to construct the infrastructure facilities
required to meet the Project schedule. In the event Owner performs under this section,Owner shall
award any contract for the construction of public facilities in accordance with the Policy for the
Installation of Community Facilities. In such event, City shall reimburse Owner for all costs
incurred plus the maximum statutory interest rate allowed by law.
(h) Extraordinary Participation. City and Owner acknowledge that, except as
otherwise set forth herein, City shall not be obligated for any extraordinary participation in the .
construction of any road,drainage,utility,park or any other public facility improvements that are
reasonable and customary to support the Project,but may,at its option,participate beyond customary
levels,
(1) Community Facilities Agreement, No construction related to the installation of any
community facility shall be commenced without the execution of a Community Facilities Agreement
in accordance with the Community Facilities Policy applicable under paragraph 1(d).
(j) PIDs/Sub-PIDs/ Other Districts. Subject to City approval as required by law,
Owner hereby reserves the right to create and establish one or more "public improvement districts"
("LID")and/or other similar districts for such purposes as Owner may deem appropriate,including,
without limitation,imposing a finance system or other fee or assessment mechanism allowed by law
to finance all or any part of Owner's development,pre-development,construction and other Project .
costs and expenses, such as but not limited to: studies,planning.and consulting costs,on-site and
18
off-site access and transportation improvements,park and green space improvements,and costs to
maintain or repair any or all such items. Owner may also create separate PID's or"sub-districts"or
other districts,which may be allocable to specific areas or specific improvements. -It is anticipated
the City and its staff'and governing bodies will support all of Owner's efforts with respect to such
PID's or other districts, including, if Owner elects, the use of bonds to finance all or part of such
costs, and expenses, provided City will incur no costs other than reasonable and customary
administrative costs. Further, City acknowledges and agrees that Owner's application or other
request,may be considered concurrently with (or, if Owner elects, following) consideration of
Owner's LPA Application and that full annexation shall not be required for consideration and
approval of any PID, "Sub-PID"or other district, unless required by law.
5. DONATION OF LAND AND EASEMENTS FOR CITY FACILITIES
(a) Donation of Land. Owner has heretofore agreed to donate to City,at no cost to City,
parcels of land for certain future public facilities on an "as needed" basis, including future fire
station facilities, police station facilities, water and wastewater facilities, storage tanks,and such
other requested land dedications out of the Property as may be mutually acceptable to City and
Owner,not to exceed in any event thirty(30)acres in the aggregate. Property shall be conveyed,as
needed,surface only,by special warranty deed(each being a"Donation Deed")in the form attached
hereto as Exhibit"G",free and clear of all liens and encumbrances other than (i)normal customary
easements existing on the date hereof, (ii)such restrictions,reservations and conditions as may be
included in each Donation Deed of the type generally set forth in the form attached hereto,and (iii)
such other encumbrances as may be acceptable to City. Any donation of property pursuant to this
paragraph is in addition to normal and customary dedication requirements for parkland,streets,and
other public facilities required by City subdivision regulations; provided, however, parkland
dedications shall not exceed the quantities shown on the Concept Plan and shall not be required in
any location not shown on the Concept Plan as a"greenspace"or"park"area;the quantities of park
or greenspace shown on the Concept Plan maybe re-allocated and/or redistributed by Owner within
the Project. Nothing on the Concept Plan shall obligate Owner to dedicate more parkland,
greenspace or open space than may be required under City's applicable development regulations.
(b) Donation of Easements. In addition to the conveyances under(a)above,Owner has
heretofore agreed, at no cost to City,to donate such on-site easements as may be necessary for the
water and sanitary sewer mains on the Property and the Westside Property to be constructed by City,
subject to Owner's normal and customary reservations and conditions,including,without limitation,
a reservation of surface use rights, provided such surface use rights do not interfere with City's
construction and maintenance of facilities. Such easements shall be conveyed in form and
substance acceptable to Owner and City. To the extent allowed by law, it is City's and Owner's
intent that the easements granted by Owner to City pursuant to this paragraph shall be used only for
City water and sewer facilities. If City receives a request from any other entity to install facilities in
such easements,City will notify Owner of such request. City hereby acknowledges and agrees that
Owner shall have the right, from time to time, to grant, reserve and otherwise create easements,
licenses,restrictions and other rights(hereinafter referred to collectively as the"Common Services
Easement")with respect to the Project(or portions thereof)for the purpose of facilitating,obtaining,
providing,maintaining,installing,repairing,supplementing and otherwise dealing with any and all
types of communications,technology,and other services,including,without Iimitation,telephone,
19
cable,internet,intranet,video-on-demand,security monitoring,e-commerce,natural gas,electricity,
and other services. To the extent allowed by law,City and Owner intend that the utility easements
granted by Owner to the City shall be inferior to the Common Services Easement, provided that
Owner shall require grantees of Common Services Easement to observe customary engineering
and construction practices to ensure that the Common Services Easement does not interfere with
City's construction and maintenance of water and sewer facilities. In the event that an easement .
granted under the Common Services Easement lies within or across the easements granted herein to
City,Owner agrees to submit plans to City for approval prior to construction or installation of the
proposed utility.
(c) Effect of Termination of Agreement on Easements. If this Agreement is
terminated prior to the construction of Phase I Water Facilities and Phase IA,.B, 1 C and ID Sewer
Facilities,City shall retain all rights to the easements granted by Owner for such facilities and Owner
shall be entitled to purchase water from City,in quantities contemplated by paragraph 3(h) at
prevailing rates.
(d) Prior Donations. Within 30 days after the date hereof, City shall convey back to
Owner, free and clear of all encumbrances and restrictions, (i) the 1.43 acre site donated by F.
Howard Walsh and Mary D. Walsh to the City as identified on Exhibit B to Exhibit F attached
hereto, and (ii) the 0.52-acre site donated by F. Howard Walsh and Mary D. Walsh to the City as
identified on Exhibit C to Exhibit F, which were donated to City in accordance with the 1983
Agreement.
6. OTHER CITY SERVICES AND OBLIGATIONS
(a) Solid Waste. Upon full purpose annexation of any portion of Property,City shall
provide solid waste disposal services to the annexed property in accordance with state law. Solid
waste disposal service shall be provided in accordance with the same policies and ordinances in
effect for all City sanitation customers within the City limits.Recycling services,if provided,shall
be provided in the same manner as provided to other residents within the City limits. Solid waste
disposal service rates shall be the same as those rates applicable to other similarly classified City
sanitation customers within the City limits.. Owner reserves the right to provide private solid waste
management disposal services as authorized by state law.
(b) Fire Stations,Police Stations and Other Services. Upon full purpose annexation of
any portion of the Property, City shall provide police, fire,emergency medical response and other
municipal services to the annexed property, in accordance with state law. City shall construct,
operate and maintain fire stations and police stations in proximity to the Project as necessary to meet
or exceed the minimum response times required by state law. Owner shall work with City to ,
determine locations for such facilities within or in proximity to the Project so as to allow such
responses. In addition,City shall provide or cause to be provided emergency medical response and
ambulance services as necessary to meet the response-time guidelines.required by state law. The
design and materials for each such facility shall be subject to Owner's review and approval.
(c) Support and Review. In addition to City's various promises and covenants set forth
in Section 5 of this Agreement, City agrees to the following duties and obligations:
20
(i) City will promptly and diligently review, comment and take action as
appropriate to assure that Owner may meet its various duties and obligations
under the other sections of this Agreement.
(ii). City will support Owner's efforts in obtaining approval from the Texas
Department of Transportation and other state and federal agencies relating to
access to the Project from the interstate highway system and will agree to.
serve as sponsor or co-sponsor, as appropriate, in any formal request by
Owner to facilitate such access,
7. MINERAL EXPLORATION AND PRODUCTION
Owner shall retain and be vested with the right to drill for and otherwise explore,produce,
and transport all oil,gas and other minerals,of every kind and character within the Project,so long
as (i) all surface activity relating to such.drilling, exploration or production is confined to the
"Designated Exploration Sites" shown on the Concept Plan (as same may be amended,
supplemented,or modified) and (ii) all such activities comply with federal and state law. Prior to
full purpose annexation and platting for use,Owner shall have the right,in its discretion,to relocate,
add, or reconfigure Designated Exploration Sites within the limited purpose annexed and/or
unplatted portions of the Project. In addition, until full purpose annexation and platting for use is
approved by City as to a particular portion of the Project,Owner shall retrain vested with all drilling,
exploration,production,and transportation rights as are held by Owner or its affiliates with respect
to the property on the date hereof and such rights shall survive the imposition of additional rules,
regulations or other restrictions subsequent to the date hereof,provided,however,Owner shall not
drill or allow any other party to drill for oil,gas,or other minerals within 300 feet of a residential.
dwelling,church or school,unless City's prevailing drilling regulations are less restrictive. After
City approves a portion of the Project for full purpose annexation and platting, that portion will
comply with and be subject to the City's prevailing drilling and production regulations. In addition,
after full purpose annexation and platting for use, Owner may increase the number, size and
configuration of Designated Exploration Sites so long as the sites and the uses thereof conform to
City's prevailing drilling and production regulations.
8. CHAPTER 380 AUTHORIZATION
In the event City provides to Owner any loan or grant ofpublic money authorized by Chapter
380 of the Local Government Code,specifically including without limitation local matching funds
for a federal program pursuant to Section 380.003 of the Local Government Code,City and Owner
agree to execute documentation required by Chapter 380.
9. MISCELLANEOUS
(a) Actions Performable. City and Owner agree that all actions to be performed under
this Agreement are performable in Tarrant and Parker Counties, Texas. Venue for any action
concerning this Agreement shall be proper in Tarrant County,Texas.
21
(b) Governing Law. City and Owner agree that this Agreement has been made under the
laws of the State of Texas, and that any interpretation of this Agreement at a future date shall be
made under the laws of'the State of Texas.
(c) Non-Severability_ In the event that any material provision of this Agreement
regarding the land use and development approvals granted to Owner or the commitment for utility
services and costs for facilities to be provided is subsequently determined to be unenforceable or
otherwise materially altered by a court of competent jurisdiction,then Owner shall have the right to
terminate the remainder of this Agreement. if a court of competent jurisdiction or any other
governmental entity with appropriate jurisdiction determines that any material portion of this
Agreement is beyond the scope or authority of applicable Texas law, then, subject to the
immediately preceding sentence,City and Owner agree to immediately amend this Agreement so as
to conform to such ruling or decision in such a manner that is most consistent with the original intent
of this Agreement as legally possible.
(d) Successors and Assigns.This Agreement is for the benefit of City and Owner, its
successors and assigns, City may not assign its rights or obligations hereunder. City expressly
agrees that Owner may assign all or part of its rights and obligations under this Agreement to one or
more Homeowners Associations or a similar non-profit entity owned either by residents of the
Project (the "Homeowners Association") or by Owner and following receipt of notice of such
assignment City shall look only to such assignee(s) with respect to such assigned rights or
obligations. Owner may convey title to all or any portion of the Property or Westside Property,
provided that all such purchasers shall be bound by all terms of this Agreement and shall be bound to
perform Owner's obligations hereunder with respect to any parcel purchased by them,which shall
run with the land; the benefits of this Agreement shall,likewise,inure to such purchasers and such
purchasers shall be entitled to enforce the terms hereof with respect to the parcel(s)purchased by
them. Owner warrants and agrees that Owner will require purchasers of any portion of the Property
or the Westside Property to acknowledge receipt of a copy of this Agreement and to execute an
assumption of all of Owner's obligations hereunder with respect to such parcel as part of such
conveyance.
(e) Exhibits. All exhibits attached to this Agreement are incorporated by reference and
expressly made part of this Agreement as if copied verbatim.
(f) Complete Agreement. This Agreement represents a complete agreement of the
parties and supersedes all prior written and oral matters related to this Agreement other than the
agreements referred to in paragraphs 5(a),5(b)and 5(c) hereof. Any amendment to this Agreement
must be signed by both parties.
(g) County Approvals. City agrees to cooperate with Owner in seeking necessary
approvals or waivers from Parker County and Tarrant County in an expedited manner and agrees to
exercise its best efforts to assure that City and each county cooperate with each other in coordinating
and expediting the approvals required by Owner.
22
(h) Request to Include Additional Lands Within Project. If Owner files.an
application for a Concept Plan or preliminary plat approval for additional lands("Additional Lands")
to be included within the Project(an"Additional Lands Concept Plan"),then Owner shall endeavor
to reasonably integrate the Additional Lands Concept Plan with the previously approved Concept
Plan (the "January 2002 Concept Plan") and shall provide City with a map depicting both the
January 2002 Concept Plan and the proposed Additional Lands. Any application to include or plat
additional lands shall be considered by City in accordance with the development. regulations,
ordinances and fee requirements of City applicable pursuant to paragraph 1(d),provided that in no
event shall the application for or approval of the Additional Lands Concept Plan require re-approval
of the January 2002 Concept Plan or otherwise alter or affect the terms of the January 2002 Concept
Plan,except as provided in the immediately succeeding sentence. This paragraph will apply to any
property designated by Owner as"Additional Lands"if same is located within two(2)miles of any
portion of the Property or if such property is served by any of the water or sewer infrastructure
constructed or to be constructed pursuant hereto.
(i) Notice. All notices,requests or other communications required or permitted by this
Agreement shall be in writing and shall be sent by(i)telecopy,with the original delivered byhand or
overnight carrier, (ii) overnight courier or hand delivery, or(iii) certified mail, postage prepaid,
return receipt requested, and addressed to the parties at the following addresses:
City:..
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Manager
Fax: 817-871-6134
With a required copy to:
City of Fort Worth
1000 Throckmorton
Fort Worth,Texas 76102
Attn: City Attorney
Fax: 817-871-8359
23
Owner:
Walsh Ranches Limited Partnership
F. Howard Walsh,Jr.
Walsh Children's Trusts
Walsh Grandchildren's Trusts
500 West Seventh St., Ste. 1007,Unit 27
Fort Worth.,Texas 76102-4773
Attn: G. Malcolm Louden
Fax: (817)338-4844
with a required copy to:
Grogan&Brawner P.C.
2808 Fairmount
Suite 150, LB 5
Dallas,Texas 75201
Attn: R.J. Grogan,Jr.
,Fax: (214) 979=1110
Either party may make changes in the information set out above by sending notice to the other party
using one of the methods described above.
(j) Force Majeure. Owner and City agree that the obligations of each party shall be
subject to force majeure events such as natural calamity, fire or strike.
(k) Resident Security. City agrees that Owner,or its successors or assigns,may assist
in the formation and operation of a volunteer or paid professional security patrol operated by the
residents of the Project.
(1) Appointment of Representatives. To further the commitment of the parties to
cooperate in the implementation of this Agreement,City and Owner each shall designate and appoint
a representative to act as a liaison between City and its various departments and Owner.The initial
representative for City(the"City Representative")shall be the City Manager,and the representative
for Owner shall be as identified by Owner from time to time(the"Owner Representative"). Owner's
initial Owner Representative is G. Malcolm Louden. 'The representatives shall be available at all
reasonable times to discuss and review the performance of the parties to this Agreement and the
development of the Property pursuant to the Concept Plan.
(m) Coordination of City Reviews. The implementation of the Concept Plan shall be in
accordance with City's development review process,as set forth in this Agreement. City and Owner
acknowledge that Owner may wish to proceed rapidly with the development of the Property and
that,accordingly,City will comply with the timelines for review set forth in its ordinances governing
development reviews.For building permit reviews,City's existing standard is to conduct its review
within two weeks of submittal of all required information to City's Building Inspection Department,
24
and City will use its best efforts to maintain its existing standard of service.In addition,the parties
agree that if at any time Owner believes that an impasse has been reached with City staff on any
issue affecting the Property,despite reasonable good faith efforts to resolve such an impasse,Owner
shall have the right to immediately appeal to the City Manager for a decision pursuant to this
paragraph.
(n) Appropriation of Funds. City's obligations pursuant to this Agreement are subject
to appropriation of funds by the City Council. In the event sufficient funds to design Phase I Water
Facilities and Phase IA,113,IC and ID Sewer Facilities are not appropriated on or before September
1, 2003, Owner may terminate this Agreement. Thereafter, in the event sufficient funds are not
appropriated by City and City,as a result,is unable to fulfill any of its duties or obligations pursuant
to this Agreement,Owner may terminate the Agreement as to the portions of the Property and/or the
Westside Property that have not been annexed for full purposes and seek disannexation to release
such property from limited purpose annexation status;which disannexation will not be opposed by
City.
(o) Grants. City agrees to support and cooperate with Owner in efforts to obtain grants
and/or other special funding from public or private sources.
(p) Term. This Agreement shall be effective as of the date of execution by both parties
and shall remain in full force and effect until the earlier of(i) the date as of which all phases of the
Project have been fully developed and completed and City has fully performed all of its obligations
hereunder;(ii)the date as.of which this Agreement is terminated in accordance with its provisions;
or(iii) fifty(50)years from the date of execution by both parties.
(q) Changes in State or Federal Laws. If state or federal laws change so as to make it
impossible for City or Owner to perform its obligations under this Agreement, the parties will
cooperate to amend the Agreement in such a manner that is most consistent with the original intent
of the Agreement as legally possible. If the Agreement cannot be amended so as to achieve the
parties' original intent,either party may terminate the Agreement on sixty(60)days written notice.
(r) Default. Except as provided by subsection(n), if either party should default with
respect to any of its obligations hereunder and should fail, within thirty(30) days (or such longer
period as may be reasonable under the circumstances not to exceed in any event six months from the
date of such notice) after delivery of written notice of such default from the other party (the
"Complaining FALtv")to cure such default,the Complaining Party,by action or proceeding at law or
in equity,may be awarded its damages and/or specific performance for such default. I£either party
defaults because of change in state or federal laws make it impossible for the party to perform its
obligations under this Agreement,paragraph 9(q)applies.
(s) Mutual Assistance. City and Owner shall do all things necessary or appropriate to
carry out the objectives,terms and provisions of this Agreement and to aid and assist each other in
carrying out such objectives,terms and provisions.
25
(t) Representations and Warranties. City represents and warrants to Owner that this
Agreement is within the scope of its authority and the provisions of the charter and code of City and
that it is duly authorized and empowered to enter into this Agreement. Owner represents and
warrants to City that it has the requisite authority to enter into this Agreement.
(u) Amendment. This Agreement may only be amended,altered,or revoked by written
instrument signed by City and.Owner..
(v) Interpretation. Regardless of the actual drafter of this Agreement,this Agreement
shall, in the event of any dispute over its meaning or application,.be interpreted fairly and
reasonably, and neither more strongly for or against any party.
(w) No Third Party Beneficiary. This Agreement is solely for the benefit of Owner and
City,and neither Owner nor City 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 Owner and City.
Executed as of the day and year first above written.
CITY:
ATTEST CITY OF FORT WORTH
a Tex municipal corporation
By: 0 t1
Gloria Pearso Reid Rector, Assistant City Manager
City Secretary
APPROVED AS TO FORM AND
LEGALITY
Deputy City Attorney
26
OWNER:
WALSH RANCHES
LIMITED PARTNERSHIP,
A Texas limited partnership
By: Walsh North Star Company,
a Texas co ration,General rtner
��
By.�/ .�
G.Malcolm Louden,Pres
7
F. HOWARD WALSH,JR.
G.MALCOLM LOUJVff,i his capacity
as agent and authorized representative of
JPMORGAN CHASE BANK,
in its capacity as trustee of
THE AMY SUZANNE WALSH 1972
TRUST
THE ELLEN KING WALSH 1972 TRUST
THE ALLISON KAREN WALSH 1972
TRUST
THE TARA WINSTON WALSH.1972
TRUST
THE F. HOWARD WALSH,III 1972
TRUST
27
G.MALCOLM LOUIEK, his capacity
as agent and authorized representative of
BANC ONE N.A.,in its capacity as trustee of
THE HOLLAND FLEMING WALSH 1972
TRUST
THE RICHARD FLEMING WALSH 1972
TRUST
THE MAUDI EUDORE WALSH ROE
1972 TRUST
THE GEORGE HOWARD PORTER 1972
TRUST
THE MICHAEL CLINTON PORTER
.1972 TRUST
THE PARKER OTWELL ROE 1972
TRUST /J
G.MALCOLM LOU ,i s capacity
as agent and authorized representative of
FROST NATIONAL BANK,
in its capacity as trustee of
THE D'ANN ELISABETH WALSH
BONNELL 1972 TRUST
THE WILLIAM LLOYD WALSH 1972
TRUST
THE WILLIAM FREDERIC BONNELL,
JR.. 1972 TRUST
THE LAURA ELISABETH BONNELL
1972 TRUST
THE JONATHAN RICHARD BONNELL
1972 TRUST
THE KAREN LINDSEY WALSH 1972
TRUST
THE CATHERINE L.WALSH 1972
TRUST
THE MARY ERIN WALSH 1972 TRUST
28
List of Exhibits and Schedules
Schedules
IA: Walsh Children's Trusts
1B: Walsh Grandchildren's Trusts-
Exhibits
A: Description of the 7,207-acre tract
B: Description of the.379-acre tract(Westside Property)
C: Concept Plan
D: City Sewer Plan
E: City Water Plan.
F: 1983 Agreement
G: Form.of Donation Deed
29
STATE OF TEXAS
COUNTY OF TARRA.NT
BEFORE ME,the undersigned Notary Public in and for said county and state,on this day personally
appeared A66 Assistant City Manager of the City of Fort Worth,
known to me as the person whose name is subscribed to the foregoing instrument and acknowledged
to me that the same was the act of such person and that he executed the same for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL, OF OFFICE, this day of
2003.
r��Y��\o ROSELLABARNES
NOTARY PUBLIC Notary Public in and for the State of _
q * State of Texas My commission expires: D
Comm,Exp.03-31-2005
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME,the undersigned Notary Public in and for said county and state,on this day personally
appeared G. Malcolm Louden, President of Walsh North Star Company, a Texas corporation,
General Partner to Walsh Ranches Limited Partnership,a Texas limited partnership,known to me as
the person whose name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of such person and that he executed the same for the purposes and consideration
therein expressed, and in the capacity therein stated.
GNEN UNDER Y HAND AND SEAL OF OFFICE, this day of'
2003.
,"��►��� JUDY D.EAGLE No lic in and f the State of
''` ^yg Notary Public,State of Texas My commission ex p fires, Z 249-03
My commission Expires
December 28,2003
30
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME,the undersigned Notary Public in and for said county and state,on this day personally
appeared F. Howard Walsh, Jr., known to me as the person whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of such person and that he
executed the same for the purposes and consideration therein expressed,and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this d PA day of
2003.
JUDY EA LE
Notary Public,i;.rimre of Tcxas .
My Commission Expires
NotaoP lic in and for e State of
December 28,2003
My commission expires: 12-2f, 03
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME,the undersigned Notary Public in and for said county and state,on this daypersonally
appeared G. Malcolm Louden, in his capacity as agent and authorized representative. of
JPMORGAN CHASE BANK, in its capacity as trustee of THE AMY SUZANNE WALSH 1972
TRUST, THE ELLEN KING WALSH 1972 TRUST, THE ALLISON KAREN WALSH 1972
TRUST,THE TA.R.A WINSTON WAI„SH 1972 TRUST,and THE F.HOWARD WALSH,111 1972
TRUST, known to me as the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of such person and that he executed the same for the
purposes and consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this C _M day of
2003.
JUDY M EAalE
NocaryPuhlic,8rareofTexas NO Puyfic in and fo the State of
My Commission Expires
jNyfi��+� December 28,2003 My commission expires:
31
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME,the undersigned Notary Public in and for said county and state,on this daypersonally
appeared G:Malcolm Louden,in his capacity as agent and authorized representative ofBANC ONE
N.A., in its capacity as trustee of THE HOLLAND FLEMING WALSH 1972 TRUST, THE
RICHARD FLEMING WALSH 1972 TRUST, THE MAUDI EUDORE WALSH ROE 1972
TRUST,THE GEORGE HOWARD PORTER 1972 TRUST,THE MICHAEL CLINTON PORTER
1972 TRUST,and THE PARKER OTWELL ROE 1972 TRUST,known to me as the person whose
nacre is subscribed to the foregoing instrument and acknowledged to me that the same was the act of
such person and that he executed the same for the purposes and consideration therein expressed,and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
2001
W Yip 4
JUDY UDY -
D.EAGLE V_
Notary Public,Scam of Texas
3't •'»= MY Commission Expires Notar Pub c in and fo the State of
414p a0"'r December 28,2003 My commission expires:
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME,the undersigned Notary Public in and for said county and state,on this day personally
appeared G. Malcolm Louden, in his capacity as agent and authorized representative of FROST
NATIONAL BANK,in its capacity as trustee of THE D'ANN ELISABETH WALSH BONNELL
1972 TRUST, THE WILLIAM LLOYD WALSH 1972 TRUST, THE WILLIAM FREDERIC
BONNELL, JR. 1972 TRUST, THE LAURA ELISABETH BONN-ELL 1972 TRUST, THE
JONATHAN RICHARD BONNELL 1972 TRUST, THE KAREN LINDSEY WALSH 1972
TRUST, THE CATHERINE L. WALSH 1972 TRUST, and THE MARY ERIN WALSH 1972
TRUST, known to me as the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the sane was the act of such person and that he executed the same for the
purposes and consideration therein expressed, and in the capacity therein stated.
GIVEN . UNDER HAND AND SEAL OF OFFICE, this 12k day, of
�_ ,2003.
�►C:;;� JUDY D.EAGLE
Notary Public,State,of Texan Not(ViPublic in and for t e Sta2,?-tee of
My Commission Expires
December 28,2003 M y on expires:Tres: rZ- Q3
32 .
After recording,return to:
City Attorney's Office
City of Fort Worth
1000 Throckrnorton Street
Fort Worth,TX 76102
Attn: Marcella Olson
33
SCHEDULEIA
WALSH CHILDREN'S TRUSTS
As used in the Agreement,the term"Walsh Children's Trusts"shall mean and
refer to the following trusts created by Trust Agreement dated December 26,.
1972 by and between Frank Howard Walsh and Mary D. Walsh,as"Trustors"
and The First National Bank of Fort.Worth,as the original Trustee:
The Richard Fleming Walsh 1972 Trust
The D'Ann Elisabeth Walsh Bonnell 1972 Trust
The Maudi Eudora Walsh Roe 1972 Trust
The William Lloyd Walsh 1972 Trust
SCHEDULE XB
WALSH GRANDCHILDREN'S TRUSTS
As used herein,the term"Walsh Grandchildren's Trusts"shall mean and refer to
the following trusts created by Trust Agreement dated December 26, 1972 by
and between Frank Howard Walsh and Mary D. Walsh,as"Trustors"and The
First National Bank of Fort Worth, as the original Trustee:
The Amy Suzanne Walsh 1972 Trust
The Ellen King Walsh 1972 Trust
The Holland Fleming Walsh 1972 Trust
The Allison Karen Walsh 1972 Trust
The Tara Winston Walsh 1972 Trust
The F.Howard Walsh, 1111972 Trust
The William Frederic Bonnell,Jr. 1972 Trust
The Laura Elisabeth Bonnell 1972 Trust
The Jonathan Richard Bonnell 1972 Trust
The George Howard Porter 1972 Trust
The Michael Clinton Porter 1972 Trust
The Parker Otwell Roe 1972 Trust
The Karen Lindsey Walsh 1972 Trust
The Catherine L. Walsh 1972 Trust
The Mary Erin Walsh 1972 Trust
City of Fort Worth, Texas
Mayor and Council Communication
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COUNCIL ACTION Approved on 5/14/2013 - Ordinance No. 20751=05-201
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DATE: Tuesday, May 14, 2013 REFERENCE NO.: PZ-3022
LOG NAME: 065030 ADOPT AX-13-002
SUBJECT:
Consider Institution and Adoption of Ordinance for the Owner-Initiated Limited-Purpose Annexation of a
Portion of Walsh Ranch, Consisting of Approximately 390.5 Acres of Land, North of 1-20 and East of FM-
1187/Farmer Road, AX-13-002 (COUNCIL DISTRICT 3)
RECOMMENDATION:
It is recommended that the City Council institute and adopt the attached ordinance annexing for limited
purposes approximately 390.5 acres of land, north of 1-20 and east of FM-1187/Farmer Road, Walsh
Ranch, AX-13-002.
._. .
DISCUSSION:
On March 8, 2013, representatives for Walsh Ranches Limited Partnership submitted an application for
the limited-purpose annexation of the above-referenced property into the City of Fort Worth, The property
is situated within the extraterritorial jurisdiction of the City of Fort Worth in Parker County and is
anticipated to be developed as an extension of the Walsh Ranch development. The annexation area was
included in Economic Development Agreement M&C C-28585 and shown on the approved Walsh Ranch
Concept Plan (CP-10-001). The majority of the Walsh Ranch development was annexed for limited-
purposes on October 14, 2003.
The regulatory plan approved with the original Walsh Ranch limited-purpose annexation included this
additional area. The purpose of the regulatory plan is to formalize the Agreement between the property
owner and the City regarding which regulations will apply to the property during the limited-purpose
annexation. The timeframe for full-purpose annexation is contained in the Economic Development
Agreement, Section 2(b) and 2(d), and allows the properties be annexed for full purposes at the time of
preliminary plat and allows annexation to occur over the duration of the project, or for up to 23 years.
Limited-purpose annexations, whether initiated by the property owner or the City, require public hearings
on the regulatory plan, per the Texas Local Government Code Section 43.124. The City Council held the
public hearings required by State law on April 16, 2013 and April 23, 2013. The institution of annexation
and adoption of the attached ordinance completes the annexation process.
As limited-purpose annexation has been requested, typical City services will be delayed until full-purpose
annexation. Therefore, the annexation will have no impact to the General Fund at this time. Annexation
of this site is consistent with the City's annexation policy of annexing property proposed for urban
development and for long-term development.
If annexed, this property will become part of COUNCIL DISTRICT 3.
FISCAL INFORMATION /CERTIFICATION:
Logname: 065030 ADOPT ABC-13-002 Page 1 of 2
appropriations of the City's funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fun d/Accou nt/C enters
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Randle Harwood (6101)
Additional Information Contact: Beth Knight (8190)
Logname: 065030 ADOPT AX-13-002 Page 2 of 2