HomeMy WebLinkAboutContract 42128-A2 CrrY SEMRETMRY ,
I, TRACT NO. a3
AMENDMENT TO AMENDED BROOKFIELD DEVELOPMENT AGREEMENT
CITY SECRETARY CONTRACT NO. 42128-A2
This Amendment to Amended Brookfield Development Agreement (this "Amendment")
is entered into by and between the City of Fort Worth, a home-rule municipal corporation situated
in Tarrant, Denton,Johnson, Parker and Wise Counties, Texas (the "Cily"), acting by and through
its duly authorized Assistant City Manager, DRH-Hwy 114, LLC, a Delaware limited liability
company, and Double R DevCo, LLC, a Texas limited liability company (collectively, "Owner")
(collectively, the "Parties", and, individually, a "Party") effective upon the Effective Date, as
hereafter defined.
RECITALS
A. Brookfield Acquisitions, L.P. and the City entered into that certain Amended
Development Agreement Between the City of Fort Worth, Texas and Brookfield Acquisitions,
L.P. for the Brookfield Development (City Secretary Contract No. 42128-A1) effective February
15, 2017 (the "Development Agreement")
B. The Development Agreement governed 231.579 acres of land in Denton County in the
City's extraterritorial jurisdiction ("ETJ"), consisting of all land within South Denton County
Water Control and Improvement District No. 1 (the "District"), defined in the Development
Agreement as the "Property" and described in Exhibit B attached hereto as the "Ordinal
Pro e ".
C. The District was created as a water control and improvement district known as South
Denton County Water Control and Improvement District No. 1 and was converted to a fresh water
supply district known as Brookfield Fresh Water Supply District No. 1. The District reconverted
to a water and control improvement district effective August 2, 2019, and changed its name to
Brookfield Water Control and Improvement District of Denton County by order of the Texas
Commission on Environmental Quality.
D. Brookfield Acquisitions, L.P. conveyed approximately 212 acres of the Original
Property to DRH-Hwy 114,LLC, and assigned its rights to the Development Agreement to DRH-
Hwy 114, LLC, in accordance with Assignment and Assumption Agreement recorded in the
Denton County real property records on February 12, 2020 as Instrument No. 19135.
E. The remainder of the 231.579 acres comprising the Original Property consists of
homeowners association tracts to be used for open space and the Commercial Tract, as hereafter
defined.
F. The Fort Worth City Council adopted Resolution No. 54276-06-2021 (the"Annexation
Consent Resolution") consenting to addition of approximately 489.816 acres of land in Denton
County in the City's ETJ to the District.
Amendment to Amended Brookfield Development Agreement—Page 1 " �� � ,D'
CSO RECD
NOV 15122 Pm1:49
G. The District intends to annex approximately 486 acres of the land described in the
Annexation Consent Resolution(the "Annexed Property");
H. The City Council's consent to annexation of the Annexed Property by the District
is subject to execution by the City and the appropriate parties of certain agreements, including this
amendment to the Development Agreement.
I. Double R DevCo intends to purchase approximately 494.840 acres of land, which
includes the Annexed Property, as described in Exhibit B (the "Additional Property").
J. Upon approval of this Amendment, the Development Agreement shall apply to the
Original Property(referred to in the Development Agreement as the"Property")and the Additional
Property, which shall be hereafter referred to collectively as the "Property," except where clearly
inconsistent with the Development Agreement, as amended by this Amendment.
NOW, THEREFORE, in consideration of the premises, mutual promises, covenants,
obligations, and benefits herein contained, the City and Owner agree to amend the Development
Agreement, as follows:
1. The definition of "Commercial Tracts" in Article II is deleted and replaced with the
following definition:
"Commercial Tract" means the 7.344-acre tract shown on the Development Plan and
described in Exhibit C.
2. A definition of"Property" is added to Article II, to read as follows:
"Property" means approximately 726.419 acres of land, consisting of the 231.579 acres of
land defined in the Development Agreement as the Property, and the Additional Property,
described in Exhibit B attached hereto, except where clearly inconsistent with the
Development Agreement, as amended by this Amendment.
3. A definition of"Additional Property" is added to Article II, to read as follows:
"Additional Property" means approximately 494.840 acres of land owned by Owner
described as Tract 1 and Tract 2 in Exhibit B attached hereto.
4. A definition of"Utility and Infrastructure Agreement" is added to Article II, to read as
follows:
"Utility and Infrastructure Agreement" means that certain Utility and Infrastructure
Agreement (City Secretary Contract No. 5$-7 ) governing the Additional Property.
5. Section 3.02, "Land Use and Development Regulations," is amended in its entirety,to read
as follows:
Amendment to Amended Brookfield Development Agreement—Page 2
(a) The Commercial Tract shall be developed in accordance with the permitted uses and
development regulations applicable to the "E"Neighborhood Commercial District as
reflected in Sections 4.803 and 4.901 of the Zoning Ordinance,plus large retail stores
in accordance with Section 5.134 of the Zoning Ordinances and accessory uses
permitted in accordance with Section 3.03 of the Zoning Ordinance.
(b) The remainder of the Property (except for the Commercial Tract) shall be developed
with the uses permitted in the"A-5"One-Family District, as reflected in Section 4.603
of the Zoning Ordinance, including accessory uses permitted in accordance with
Section 3.03,plus open space and private or non-profit community center. All single-
family residences shall be developed in accordance with Section 4.705 of the Zoning
Ordinance applicable to the "A-5" One-Family Residential District. A maximum of
2,800 single-family residential lots is permitted.
(c) Owner may revise the lot layout in the Development Plan attached as Exhibit D from
time to time,provided Owner complies with the Subdivision Regulations and does not
exceed the maximum lot count described in Section 3.02(b).
6. Section 3.06,"Gas Drilling and Production; Setbacks from Gas Wells"is amended to read
as follows:
Natural gas wells drilled on the Original Property (described in the Development
Agreement as the "Property") prior to February 15, 2017, as shown on Exhibit E to the
Development Agreement, and all natural gas wells drilled on the Additional Property prior
to the Effective Date of this Amendment, as shown on Exhibit E-1 attached hereto
(individually and collectively, the "Existing Wells"), are not subject to the Gas Drilling
Ordinance or any other City regulations concerning natural gas drilling. Notwithstanding
the foregoing,residences,religious institutions,hospital buildings,schools,public parks or
Public Buildings, as defined in the Gas Well Ordinance as of the Effective Date of this
Amendment, shall be constructed at least 300 feet from the center of any active natural gas
well on the Property or Additional Property, at the surface of the ground, and shall adhere
to all setbacks applicable to compressor stations in effect on the Effective Date of this
Amendment. All other Habitable Structures, as defined in the Gas Well Ordinance as of
the Effective Date of this Amendment, shall be constructed at least 200 feet from the center
of any active natural gas well on the Property or the Additional Property, at the surface of
the ground, and shall adhere to all setbacks applicable to compressor stations and tanks in
effect on the Effective Date of this Amendment. There shall be no setback requirements
for gas well equipment and tanks.
7. Section 3.07, "Parks and Recreational Amenities", shall be amended to read as follows:
(a) Owner shall install the following recreational amenities on the Property:
(i) Two private amenity centers, each consisting of a pool, cabana with restrooms
and playground, one of which will be constructed within the Original Property
Amendment to Amended Brookfield Development Agreement—Page 3
and the other of which will be constructed within the Additional Property;
(ii) A five-foot walking trail paved with concrete, crushed granite or other all-
weather surface, connecting residential areas with the amenity centers; and
(iii) A minimum of 45 acres of open space.
(b) The recreational amenities provided by Owner in accordance with Subsection(a) shall
constitute full satisfaction of all park dedication, fee, and improvement requirements.
(c) All park and recreational facilities shall remain the property of the District or a
Homeowners Association until full purpose annexation has taken place. Upon full
purpose annexation, the City's Park and Recreation Department, at its option, may
become the owner of the walking trail and open space described in Section (a)(ii) and
(iii) above.
8. Section 3.08, "Fences" is amended to read as follows:
In addition to fence regulations outlined in Chapter 5, Article 3 of the Zoning Ordinance,
the following requirements shall apply. All fences adjacent to S.H. 114 shall be constructed
of brick, stone, reinforced concrete products, masonry, split rail, or designed tubular steel.
A stained wood fence on metal posts with pickets facing S.H. 114 is permitted, provided
that such fence is screened by a berm so that the fence is not visible from S.H.114. Chain
link is expressly prohibited.
9. Section 4.09, "Wastewater Service," is amended to add that the City shall provide
wastewater service to the Additional Property in accordance with the Utility and
Infrastructure Agreement, upon construction of infrastructure and payment of fees in
accordance with such agreement.
10. Section 4.12, "Reimbursement Agreements" is amended to read as follows:
Owner shall not enter into agreements for reimbursement of costs incurred in connection
with the District or a district resulting from division of the District, if any (a "Resulting
District") with a total reimbursement amount exceeding $172,005,000.00, the District's
current bond authorization. All agreements entered into by the District or a Resulting
District for reimbursement of costs incurred in connection with the District shall provide
that: (a) such district will not reimburse landowners or developers for costs not reimbursed
by the issuance of Bonds before October 11, 2042; and(b) Owner waives all claims against
the City for reimbursement of obligations not evidenced by Bonds issued before October
11, 2042. The District and Resulting District, if any, may issue refunding obligations at
any time and in any amount authorized by the voters within such district. Any
reimbursement agreements entered into by Owner in violation of this section shall be void.
11. Section 4.13, Conflict with Utility and Infrastructure Agreement," is added to read as
follows:
Amendment to Amended Brookfield Development Agreement—Page 4
In the event of a conflict between this Agreement and the Utility and Infrastructure
Agreement with respect to infrastructure to serve the Additional Property, the Utility and
Infrastructure Agreement will prevail.
12. Section 5.02 of the Agreement does not apply to the Additional Property.
13. Section 6.02 of the Agreement is amended to read as follows:
Except as provided in Section 6.05, the City shall not annex all or any portion of the
Property within the District or a Resulting District, if any, for full purposes until the first
to occur of (i) the dissolution of such District or Resulting District; or (b) the date
construction of water, sanitary sewer, drainage and road facilities to serve 90% of the
Property within the District or Resulting District is complete and bonds have been issued
by the District or Resulting District to reimburse Owner or developer for such facilities; or
(iii) October 11, 2042. The City shall not annex any property within the District or a
Resulting District unless the City annexes all property within such district.
14. Article VII, "Term of Agreement", is amended to read as follows:
This Agreement is a development agreement authorized by Section 212.172 of the Local
Government Code. The Term of this Agreement is twenty (20) years from the Effective
Date of this Amendment. Upon annexation for full purposes of all land within the District
or a Resulting District, the Agreement will terminate as to all such annexed land, but shall
remain in effect for the remainder of the Property.
15. Section 9.01, "Notice," is amended to change the Owner to:
DRH-Hwy 114, LLC,
Attn. Benjamin Clark
6751 North Freeway
Fort Worth, TX 76131
Double R DevCo, LLC
4100 International Plaza
Suite 520
Fort Worth, Texas 76109
16. The first sentence of Section 9.02(b)," [Assignment] by Owner to Successor Owners," is
hereby amended to read as follows:
Owner has the right (from time to time without the consent of the City, but upon written
Notice to the City) to assign this Agreement, in whole or in part, and including any
obligation,right,title, or interest of Owner under this Agreement,to an Assignee that is an
owner of any portion of the Property or will become an owner of any portion of the
Property within 15 days after the assignment (an"Assignee").
Amendment to Amended Brookfield Development Agreement—Page 5
The remainder of Section 9.02(b) shall remain in effect without change.
17. Section 9.13, "Amendment." is amended to read as follows:
The Development Agreement, as amended,may be amended only with the approval of the
City Council and the written consent of all Owners of at least 10 acres within the Property.
Consent of any homeowners association or property owners association shall not be
required.
18. The first paragraph of Exhibit F is amended to read as follows:
A. Assignor is the owner of the rights of the Owner under that certain Amended
Development Agreement between the City of Fort Worth and Brookfield Acquisitions,L.P.
for the Brookfield Development (City Secretary Contract No. 42128-A1) as amended by
that certain Amendment to Amended Brookfield Development Agreement(City Secretary
Contract No. 42128-A2) (collectively,the "Agreement")relating to the development of the
Property and the Additional Property (as described therein) to the extent the Agreement
covers, affects, and relates to the land described in Exhibit A attached hereto (the
"Transferred Premises").
19. The definition of "Property" in the Development Agreement, as amended by this
Amendment, includes both the Original Property (defined in the Development Agreement
as the "Property") and the Additional Property, except where the Additional Property is
expressly referenced in this Amendment or where clearly inconsistent with this
Amendment.
20. Except as amended by this Amendment,the Development Agreement remains in full force
and effect. Owner may terminate this Amendment upon written notice to the City if the
District does not annex the Additional Property on or before December 31, 2023.
21. All capitalized terms not defined by this Amendment shall have the meaning set out in the
Development Agreement.
22. Exhibit A, Exhibit B, Exhibit C and Exhibit D attached hereto supersede Exhibit A,
Exhibit B, Exhibit C and Exhibit D to the Development Agreement.
23. Exhibit E-1 attached hereto is in addition to the exhibits attached to the Development
Agreement.
24. Annexation Disclosure. Owner acknowledges that Owner is not required to enter into this
Amendment and that annexation proceedings pursuant to the Development Agreement,as
amended by this Amendment, are subject to Owner's consent. This consensual
annexation is authorized and governed by Subchapter C-3 of Chapter 43 of the Texas
Local Government Code. Under Subchapter C-3, the City must conduct one (1) public
hearing,provide notice of this public hearing between ten(10) and twenty (20)days prior
Amendment to Amended Brookfield Development Agreement—Page 6
to the hearing, and negotiate a service plan with Owner. The annexation ordinance may
be adopted at the conclusion of the public hearing. In accordance with Section 212.172(i),
Texas Local Government Code, immunity from suit for the purpose of adjudicating a
claim for breach of this Agreement is waived. The Parties acknowledge that this section
complies with Section 212.172(b-1), Texas Local Government Code with respect to the
Development Agreement, as amended by this Amendment.
25. Effective Date. Effective Date means the effective date of this Amendment,which shall be
the date on which all of the following events have occurred: (a) the City Council has
approved this Amendment; (b) the City, DRH-Hwy 114, LLC, and Double R DevCo,
LLC have executed this Amendment; and (c) Double R DevCo, LLC has taken title to the
Additional Property and provided a recorded deed for the Additional Property to the City.
If all of these events do not occur on or before March 1,2023,this Agreement shall be void
ab initio and have no further force or effect.
26. This Amendment is approved in furtherance of Section 3 of the Annexation Consent
Resolution.
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its
undersigned duly authorized representative in multiple copies on the date or dates indicated below.
SIGNATURES APPEAR ON NEXT PAGE
Amendment to Amended Brookfield Development Agreement—Page 7
ATTEST: CITY OF FORT WORTH
c ,Jti )mQ— ,o By: 6
City Secretary Name: C Met S �
U Acting Assistant City Manager
APPROVED AS TO FORM AND F FORT
LEGALITY:
VO � '
Assistant City Attorn y
Date: '
STATE OF TEXAS §
COUNTY OF TARRANT §
This ins ent was acknowledged before me,on thea?a day of OCJOb 2022,
by C,�r;S Acting Assistant City Manager of the City of Fort Worth,on behalf
of said city.
Notary Public, State of Texas
Printed Name: t7z_�A 1 t, Q,
FV
_ "''� JULIE GEHO
My Comm
P ission Expires: ---►�_
Public,, State of Texas
Comm. Expires 07-09-2024
[SEA[Ij „��`� Notary ID 124983447
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration
of this contract, including ensuring all performance and reporting requirements.
kte.:
b / /�d
Amendment to Amended Brookfield Development Agreement—Page 8
DRH- HIGHWAY 114 LLC, a
Delawar ited liability company
By: -
Name; Benjamin M. Clark
istant Vice President
Title:
STATE OF TEXAS §
COUNTY OF gVYQ01 §
This instrument was acknowledged before me, on the jj!�day of Q C 4 tV , 2022,
by tN i M.O l V- , AsS f- y p of DRH-Highway 114, LLC, a Delaware
limited lability company, on behalf of said limited liability company.
RUTH RESENDEZ
:PRY.P,Up�-� Notary Public, State of Texas
o: Notary Public, State of Texas
.•"°= Comm. Expires 11-01-2022
: Printed Name: Y� �e s-�nd eZ
_Notary ID 131781375
My Commission Expires: 1 1' 1—22-
[SEAL]
Amendment to Amended Brookfield Development Agreement—Page 9
Double R DevCo,LLC,
a Texas limited liability company
By: f�
Name; ?4
I
Title:
STATE OF TEXAS §
COUNTY OF § '
*h*st t was acknow d ed before e on the%, fda of 2022by of Double R DevCo,LLC, a Texas limited
liany, on behalf of said limited h4klity company.
ITO
Notary Public State of Texas
yi��
==D
Printed Name
�2�PPY PL9�i
of Texas
s. rvCO3-0 My Commission Expires: o� 2
�i��F OFF88U4
/l/lNt
[SEAL]
Amendment to Amended Brookfield Development Agreement—Page 10
Exhibit A
Map of the Property
(replaces original Exhibit A)
Exhibit A-Page 1
ADDITIONAL PROPERTY
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DATE SEPT GN 2022 MAP OF PROPERTY
DESIER LD LDF ENGINEERS
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8800 INFWY,STE 700 I FT,WORTH,TX 76116 1817.870.8888
EXHIBIT
TEXAS ENGINEERING FIRM REGISTRATION •470
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Exhibit B
Legal Description of the Property
The Original Property (defined in the Development Agreement as the "Property")
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
518, Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to
Brookfield Acquisitions, L.P., recorded in Document Number 2007- 45036, Deed Records,
Denton County, Texas and being more particularly described as follows:
BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way
line of State Highway No. 114, a 100 foot right-of-way, at the Southeast corner of said Tract 2;
THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a
distance of 1, 026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped " DAA" set at
the Southeast corner of a tract of land described in Deed to Willow Bend 114, recorded in
Document Number 2005- 8893, Deed Records, Denton County, Texas;
THENCE North 00 degrees 19 minutes 46 seconds East, a distance of 2, 518. 47 feet to a 1/2
inch iron rod with a yellow plastic cap stamped " 5439" found at the Northeast corner of Lot 13,
Block A of WILLOW SPRINGS SUBDIVISION, an Addition to Denton County, Texas
according to the Plat thereof recorded in Cabinet D, Page 317, Plat Records, Denton County,
Texas;
THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a
distance of 13. 26 feet to a 1 inch iron rod found at the Southeast corner of a tract of land
described in Deed to Robert B. Logan,recorded in Volume 515, Page 92,Deed Records, Denton
County, Texas;
THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1, 563. 70 feet to a 3/ 8
inch iron rod found at the Northwest corner of said Tract 1;
THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3, 160. 54 feet to a 1/ 2
inch iron rod with a yellow plastic cap stamped ' BC& D" found at the Northeast corner of said
Tract 1;
THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753. 84 feet to a 1/2
inch iron rod with a yellow plastic cap stamped " EC& D" f6und at the most Easterly Southeast
corner of said Tract 1;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2, 150. 81 feet to a 1/2
inch iron rod with a yellow plastic cap stamped " EC&D" found at an inner ell corner of said
Tract 1;
Exhibit B—Page 1
THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1, 322. 76 feet to ' the
POINT OF BEGINNING and containing 231. 579 acres of land,more or less.
The Additional Property
Tract 1
BEING a tract of land situated in the William C. Hallmark Survey,Abstract Number 518,
Denton County, Texas and being a portion of the First Tract and all of the Second, Third, Fourth
and Fifth Tracts described in deed to FST Curtis Family, LP, as recorded in County Clerk's File
Number 2020135101,Real Property Records, Denton County, Texas and a portion of the First
Tract and all of the Second, Third, Fourth and Fifth Tracts described in deed to FST Richard
Family, LP, as recorded in County Clerk's File Number 2020-135109, Real Property Records,
Denton County, Texas and a portion of the First Tract and all of the Second, Third, Fourth and
Fifth Tracts described in deed to FST Nancy Family, LP, as recorded in County Clerk's File
Number 2020-135176, Real Property Records, Denton County, Texas and being more
particularly described by metes and bounds as follows:
BEGINNING at a 1/2 inch iron rod found at the southeast corner of said Second Tract,being the
northeast corner of that certain called 90.50 acre tract of land described in deed to LPC
Bluestone, LP, as recorded in County Clerk's File Number 2020-187384, Real Property Records,
Denton County, Texas and being in the west line of that certain called 435.5 acre tract of land
described in deed to Corinne Adams Trust, as described in Volume 2906, Page 363, Real
Property Records, Denton County, Texas;
THENCE N 89059'32"W, (previously recorded as West) along the common line of the south line
said Second Tract and the north line of said called 90.50 acre tract, at 2112.55 feet pass a 3/4
inch iron rod found for the southwest corner of said Second Tract, the northwest corner of said
called 90.50 acre tract, said iron rod being the southeast corner of the aforementioned Fourth
tract and the most northerly northeast corner of the aforementioned First Tract, then along the
common line of the south line of said Fourth Tract and the most northerly north line of said First
Tract, in all a total distance of 2127.45 feet to a 1/2 inch iron rod with cap stamped"Pierce
Murray" set;
THENCE S 00000'28"W, a distance of 30.69 feet to a 1/2 inch iron rod with cap stamped
"Pierce Murray" set at the beginning of a curve to the right;
THENCE with said curve, an arc distance of 480.40 feet, through a central angle of 22'50'19",
having a radius of 1205.18 feet and a long chord of which bears S 11°15'05"W, a distance of
477.22 feet to a 1/2 inch iron rod with cap stamped"Pierce Murray" set;
THENCE S 22040'15"W, a distance of 718.90 feet to a 1/2 inch iron rod with cap stamped
"Pierce Murray" set at the beginning of a curve to the left;
Exhibit B—Page 2
THENCE with said curve, an arc distance of 423.04 feet, through a central angle of 16'46'17",
having a radius of 1445.22 feet and long chord of which bears S 1497'06"W, a distance of
421.53 feet to a 1/2 inch iron rod with cap stamped "Pierce Murray" set;
THENCE S 05053'58"W, a distance of 250.75 feet to a 1/2 inch iron rod with cap stamped
"Pierce Murray" set;
THENCE S 40046'15"E, a distance of 65.73 feet to a 1/2 inch iron rod with cap stamped "Pierce
Murray" set at the beginning of a non-tangent curve to the right, said point being in the north
Right-of-Way line of State Highway 114 ( a variable width Right-of-Way) from which an iron
rod with TxDot cap found in at the intersection of said north Right-of-Way line and the east line
of said First Tract, bears S 89059'58"E, 485.21 feet;
THENCE with said curve to the right, an arc distance of 210.89 feet, through a central angle of
1°06'08", having a radius of 10962.00 feet and a long chord of which bears N 88041'05"W, a
distance of 210.89 feet to a 1/2 inch iron rod with cap stamped "Pierce Murray" set and from
which a 5/8 inch iron rod found in said north Right-of-Way line bears N 87°30'20"W, 506.71
feet;
THENCE N 49013'45"E, a distance of 76.35 feet departing said north Right-of-Way to a 1/2
inch iron rod with cap stamped "Pierce Murray" set;
THENCE N 05053'58"E, a distance of 257.17 feet to a 1/2 inch iron rod with cap stamped
"Pierce Murray" set at the beginning of a curve to the right;
THENCE with said curve, an arc distance of 455.24 feet, through a central angle of 16046'17",
having a radius of 1555.22 feet and a long chord of which bears N 14017'06"E, a distance of
453.62 feet to a 1/2 inch iron rod with cap stamped"Pierce Murray" set;
THENCE N 22040'15"E, a distance of 718.90 feet to a 1/2 inch iron rod with cap stamped
"Pierce Murray" set at the beginning of a curve to the left;
THENCE with said curve, an arc distance of 436.54 feet, through a central angle of 22050'19",
having a radius of 1095.18 feet and a long chord of which bears N 11°15'05"E, a distance of
433.66 feet to a 1/2 inch iron rod with cap stamped "Pierce Murray" set;
THENCE N 00000'28"E, a distance of 31.02 feet to a 1/2 inch iron rod with cap stamped"Pierce
Murray" set, being in the common line of the south line of the aforementioned Fourth Tract and
the most northerly north line of the aforementioned First Tract;
THENCE N 89059'32"W, a distance of 817.19 feet(previously recorded as West) along said
common line to a 1/2 inch iron rod with cap stamped "Pierce Murray" set, being the southwest
corner of said Fourth Tract, the most northerly Northwest corner of said First Tract and being in
the east line of that certain called (Tract 1) described in deed to DRH-HWY 114, LLC, as
recorded in County Clerk's File Number 2018-136917, Real Property Records, Denton County,
Texas;
Exhibit B—Page 3
THENCE N 00015'28"W, a distance of 2244.75 feet (previously recorded as North) along the
common line of the west line of said Fourth Tract and the east line of said DRH-HWY 114 tract
and then along the common line of the west line of the aforementioned Fifth tract and the east
line of said DRH-HWY 114 tract to a 1/2 inch iron rod found, being the northeast corner of said
DRH-HWY 114 tract and the southeast corner of the aforementioned Third Tract;
THENCE N 89028'37"W, a distance of 3160.43 feet (previously recorded as West, 3164.20')
along the common line of the south line of said Third Tract and the north line of said DRH-Hwy
114 tract to a 3/8 inch iron rod found, being the southwest corner of said Third Tract and the
northwest corner of said DRH-HWY 114 tract and being in the east line of that certain called 107
acre tract of land described in deed to Deborah M. Atchley, Trustee, as recorded in County
Clerk's File Number 2016-101017 and described in Volume 515, Page 94, Real Property
Records, Denton County, Texas,
THENCE N 00005'30"W, a distance of 1383.66 feet (previously recorded as North, 1375.31
feet) along the west line of said Third Tract and the east line of said Atchley tract and the along
the east line of that certain called 107 acre tract of land described in deed to The Harry and
Jherrie Logan Family Limited Partnership, as recorded in County Clerk's File Number 2009-
68535, Real Property Records, Denton County, Texas to a 3 inch post found, being the northwest
corner of said Third Tract and being the southwest corner of a 15 foot strip reserved in that
certain deed to the Strader Family Limited Partnership, as recorded in County Clerk's File
Number 97-90209, Real Property Records, Denton County, Texas;
THENCE S 89024'54"E, a distance of 3160.06 feet (previously recorded as East, 3170.42 feet)
along the north line of said Third Tract and the most southerly south line of said Strader tract to a
3 inch post found, said post being the northeast corner of said Third Tract, the most southerly
southeast corner of said Strader tract and being in the west line of the aforementioned Fifth
Tract;
THENCE N 00044'53"E, a distance of 1322.50 feet along the common line of the west line of
said Fifth Tract and the most southerly east line of said Strader tract to a 1/2 inch iron rod with
cap stamped "Pierce Murray" set for the northwest corner of said Fifth Tract and being at a"L"
corner in the south line of said Strader tract;
THENCE N 89044'53"E, a distance of 1130.55 feet(previously recorded as East, 1138.89')
along the common line of the north line of said Fifth tract and the most southeasterly south line
of said Strader tract to a 1/2 inch iron rod with cap stamped "Pierce Murray" set, being the most
northerly northeast corner of said Fifth Tract, the most easterly southeast corner of said Strader
tract and being in the most westerly west line of that certain called 345.35 acre tract of land
described in deed to Corinne Adams, as recorded in Volume 611, Page 283, Real Property
Records, Denton County, Texas, and from which a 1/2 inch iron rod found the northeast corner
of said Strader tract and the northwest corner of said Adams tract bears N 00°07'28"W, 1037.71
feet;
Exhibit B—Page 4
THENCE S 00007'28"E, a distance of 816.67 feet (previously recorded as South) along the most
northerly east line of said Fifth Tract and the west line of said Adams tract to a 1/2 inch iron rod
found, being at a"L" corner in the north line of said Fifth Tract and being the southwest corner
of said Adams tract;
THENCE N 89045'28"E, a distance of 1890.86 feet(previously recorded as East) along the
common line of the north line of said Fifth Tract and the south line of said Adams tract to a Post
found, being the most easterly northeast corner of said Fifth Tract and being the northwest corner
of the aforementioned Corinne Adams Trust;
THENCE S 00022'21"E, a distance of 4144.15 feet (previously recorded as South) along the
common line of the east line of said Fifth Tract and Second tract and the west line of said
Corinne Adams Trust tract, returning to the Point of Beginning and containing 18,127,203 square
feet or 416.143 acres of land, more or less.
Tract 2
BEING a tract of land situated in the William C. Hallmark Survey, Abstract Number 518,
Denton County, Texas, and being a portion of that certain called 276 acre tract of land described
in deed to the Strader Family Limited Partnership, as recorded in Instrument Number 97-90209,
Real Property Records, Denton County, Texas, and being more particularly described by metes
and bounds as follows:
BEGINNING at a 3 inch post found for the most southerly southeast corner of said called 276
acre tract and being the northeast corner of the "Third Tract" described in deed to FST Curtis
Family, LP, as recorded in County Clerk's File Number 2020-135101, Real Property Records,
Denton County, Texas and a portion of the "Third Tract"described in deed to FST Richard
Family, LP, as recorded in County Clerk's File Number 2020-135109, Real Property Records,
Denton County, Texas and a portion of the "Third Tract"described in deed to FST Nancy
Family, LP, as recorded in County Clerk's File Number 2020-135176, Real Property Records,
Denton County, Texas and being in the west line of the"Fifth Tract" of the above mentioned
FST deeds;
THENCE N 89024'54"W, a distance of 3145.06 feet (previously recorded as West, 3149.22')
along the common line of the most southerly south line of said called 276 acre tract and the north
line of said called 100 tract to the most southerly southwest corner of said called 276 acre, being
a 1/2 inch iron rod with cap stamped"Pierce Murray" set and from which a fence post found in
the west line of the aforementioned William C. Hallmark Survey bears N 89024'54"W, 15.00
feet;
THENCE N 00015'00"E, a distance of 1103.33 feet (previously recorded as North) 15 feet east
of and parallel with said west survey line and along the most southerly west line of said called
276 acre tract to a 1/2 inch iron rod with cap stamped "Pierce Murray" set;
Exhibit B—Page 5
THENCE S 88052'15"E, a distance of 3154.70 feet generally along a fence to a 1/2 inch iron rod
with cap stamped"Pierce Murray" set in the common line of the most southerly east line of said
called 276 acre tract and the west line of the aforementioned called FST Fifth tract;
THENCE S 00044'53"W, a distance of 1073.36 feet(previously recorded as South) along said
common line returning to the Point of Beginning and containing 3,428,027 square feet or 78.697
acres of land, more or less.
Exhibit B—Page 6
Exhibit C
Legal Description of Commercial Tract
(replaces original Exhibit Q
Being all that certain tract or parcel of land situated in the William C. Hallmark Survey, Abstract
No.518, Denton County,Texas,being all of the certain tract of land described in the deed to CADG
Property Holdings VIII, LLC, recorded in Document No. 2019-5381, Official Records, Denton
County,Texas and being more particularly described by metes and bounds and follows:
BEGINNING at a calculated point for the Southwest Corner of the tract being described herein,
same being the Southeast corner of that certain called 2.218 acres tract of land described in the
deed to 15306 HWY 114, LLC, recorded in Document Number 2017-158525, Official Records,
Denton County, Texas, and being in the north right-of-way line of S.H. HWY 114, from which an
iron rod found bears,S13°48'S0"W 0.46 feet and from said calculated corner a 1/2" iron rod found
for the Southwest corner of said 2.218 acre tract bears, N89°34'08"W 200.70 feet and from said
Southwest corner of 2.218 acre tract a found Type 2 TxDOT Concrete Monument along the South
right-of-way line of S.H. HWY 114 bears,500*31'18"W.A distance at 240.16 feet and N89*40'00"W
756.90 feet.
THENCE N00°19'21"E (record — N00°19'46"E), with the East line of said 2.218 acre tract of land,
the East line of Lot 1, Block 6, Willow Springs Subdivision, according to the plat thereof recorded
in Cabinet D, Page 317, Plat Records, Denton County, Texas and the West line of said 7.329 acre
tract of land, passing of a distance of 478.16 feet an iron rod found for the Northeast corner of
said 2.218 acre tract of land same being the Southeast corner of said Lot 1, and continuing on said
course for a total distance of 591.79 feet (record—591.54 feet)to an iron rod found for the most
Westerly Southwest corner of Lot 1X, Block 1, Liberty Trails,according to the plat thereof recorded
in Document Number 2020-328,Official Records, Denton County,Texas and the Northwest corner
of said 7.329 acre tract of land:
THENCE with the Southwesterly line of said Lot 1X and the Northeasterly line of said 7.329 acre
tract of land,the following calls and distances:
561'05'20"E a distance of 574.94 feet (record—561°04'S5"E a distance of 574.94 feet) to
a 5/8" iron rod with plastic cap stamped "Landpoint" set (herein referred to as capped
iron rod set)for corner.
S66°21'18"E,a distance of 413.61 feet(record—S66°20'53"E a distance of 413.61 feet)to
a capped iron rod set for an angle point in said Lot 1X and the Northeast corner of said
7.329 acre tract of lands:
THENCE S00°30'39"W(record—500'31'04"W), with a West line of said Lot 1X and the East line of
said 7.329 acre tract of land, a distance of 156.21 feet (record—154.99 feet)to a capped iron rod
set in the North right-of-way line of said State Highway 114 for the most Southerly Southwest
corner of said Lot 1X and the Southeast corner of said 7.329 acre tract of land:
THENCE N89°27'52"W (record — N89°27'52"W) with the North right-of-way line of said State
Highway 114 and the South line of said 7.329 acre tract of land, a distance 884.15 feet (record—
884.15 feet)to the Point of Beginning and containing 7.344 acres of land.
Exhibit C—Page 1
Exhibit D
Development Plan
(replaces original Exhibit D)
Exhibit D—Page 1
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DEVELOPMENTDESIGNER LDF ENGINEERS
Exhibit E-1
Gas Wells on the Additional Property
Exhibit E-1—Page 1
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�F 1 86 R R ON 00 W FWY.STE 700 1 FT.WORTH.TX 76116 1 817.870.3668
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