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Contract 58477 (2)
CITY SECRETARY' C*NTRAC7 1 (I UTILITY AND INFRASTRUCTURE AGREEMENT This Utility and Infrastructure Agreement ("Agreement") is entered into by and between the City of Fort Worth,Texas(the"Cily"), a home-rule municipal corporation situated in Tarrant, Denton, Parker, Johnson and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager; Double R DevCo, LLC, a Texas limited liability company ("Owner"); and Brookfield Water Control and Improvement District of Denton County f/k/a South Denton County Water Control and Improvement District No. 1 and Brookfield Fresh Water Supply District No. 1 (the "District"), created pursuant to Article XVI, Section 59, of the T xas Constitution and operating under Chapters 49, 51 and 53 of the Texas Water Code,located wihin Denton County. The City, the District and Owner are hereinafter sometimes referred to, individually, as a"Party" and, collectively, as the "Parties." RECITALS A. The District encompasses approximately 231.579 acres of land in Denton Coitnty, Texas, within the City's extraterritorial jurisdiction shown on Exhibit A hereto as the "Proprty" for information purposes (the"Original Brookfield Properly"). B. The District was created as a water control and improvement district kno as South Denton County Water Control and Improvement District No. 1 and converted to aresh 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 ("TCEQ"). C. The Original Brookfield Property is subject to Sewer Infrastructure Agreement dated March 1, 2017 (City Secretary Contract No. 48656) governing construction of sewer infrastructure to serve certain land, including the Original Brookfield Property, and provision of retail sewer service by the City to land including the Original Brookfield Property (the "Sewer Infrastructure Agreement"). D. The Original Brookfield Property is subject to Water Infrastructure Agreement dated March 1, 2017 (City Secretary Contract No. 48654) concerning construction of water infrastructure to serve certain land, including the Original Brookfield Property, and provisio of retail water service by the City to land including the Original Brookfield Property (the "Water Infrastructure Agreement"). E. The Off-Site Water Main described in Section 3.03 of the Water Infrastructure Agreement has been constructed and dedicated to the City, and the City is currently providing retail water service within the Original Brookfield Property. F. The Off-Site Sewer Main described in Section 3.02 of the Sewer Infrastructure Agreement has been constructed and dedicated to the City, and the City is currently providing retail sewer service within the Original Brookfield Property. OFFICIAL RECORD Utility and Infrastructure Agreement-Page 1 CITY SECRETARY FT. WORTH,TX G. On June 22, 2021, the City Council of the City approved Resolution No. 5427-06- 2021 (the "Consent Resolution") consenting to addition by the District of approximately 489.816 acres of land described in Exhibit B attached hereto which is under contract to sell to Owner or an affiliated entity H. The District intends to annex approximately 486 acres of the land described on Exhibit B into the District (the "Annexed Property"). I. 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 amendments to agreements with the City, including utility agreements. J. Owner intends to develop the Annexed Property, together with approximately five acres of land not included in the Annexed Property, for a total of approximately 494.840 acres of land described in Exhibit B (the"Additional Property"). K. Aqua Texas, Inc.'s water certificate of convenience and necessity ("CCN") 13201 has been amended to decertify approximately 1,017 acres of land in Denton and Wise Counties, including the Additional Property,by order of the Public Utility Commission dated June 15, 2022, Docket No. 52965. L. It is the Parties' intention that the City will apply to the Public Utility Commission of Texas to amend its water CCN to include the Additional Property. M. The Additional Property is not contained within a CCN for wastewater service. N. Owner submitted a water study for the Additional Property,titled Tally and Strader Tracts Compliance Water System Study, to the City in May 2022 which was approved by the City on September 13, 2022 (the "Approved Water Study"). O. Owner submitted a sewer study for the Additional Property, titled Tally and Strader Properties Sanitary Sewer Study, to the City in April 2022 which was approved by the City on May 3, 2022 (the "Approved Sewer Study") P. The Sewer Infrastructure Agreement and the Water Infrastructure Agreement govern the Original Brookfield Property and will remain in full force and effect. Q. Double R DevCo, LLC intends to purchase the Additional Property. R. The purpose of this Agreement is to set out the terms for the City to provide retail water and sewer service to the Additional Property and to define the water and sewer infrastructure, needed for the City to provide such retail water service and sewer service. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and conditions hereafter set forth, the Parties contract and agree as follows: Utility and Infrastructure Agreement-Page 2 ARTICLE I WASTEWATER SERVICE,INFRASTRUCTURE AND CHARGES 1.01 Wastewater Service and Wastewater Study. The City shall provide retail wastewater collection and treatment service to customers within the Additional Property, subject to the District's and Owner's performance of their obligations under this Article I and the Approved Sewer Study. On-site sewage treatment and disposal facilities are prohibited on the Additional Property. 1.02 Off-Site Wastewater Lines. (a) The Additional Property shall be served by the City's existing 15-inch sanitary sewer main located on the northern boundary of the SH 114 right-of-way south and east of the Additional Property, except for the 284 residential lots outlined in Section 1.02(b). Owner, on behalf of the District, shall design and construct or cause to be designed and constructed approximately 2,605 feet of off-site wastewater lines in or around the right-of-way for Dalrymple Lane to connect to such existing line to serve a portion of the Additional Property, as shown on Exhibit C-1 (the "Dalrymple Wastewater Line"), in accordance with the Approved Sewer Study. The Dalrymple Wastewater Line shall be constructed generally in the location shown on Exhibit C`1,with the final alignment to be determined by the City after consulting with Owner and making reasonable efforts to address Owner's concerns regarding the alignments and to select a cost- effective alignment in accordance with the City's Installation Policy and meeting City's maintainability of the infrastructure. (b) Flows from the Additional Property will flow through the City's wastewater system at two different design points identified in the Approved Sewer Study as Design Points D and D1. A total of 284 residential lots on the Additional Property will enter Design Point D located south of SH-114 and the Pembine Lane intersection through two different sewer connection points provided in Liberty Trails_ A total of 1,319 residential lots on the Additional Property will enter Design Point DI south of SH-114 and east of the Project through the Dalrymple Wastewater Line. (c) Owner may negotiate with CTMGT Alpha Ranch LLC, or its assignee, agent or affiliate ("CTMGT"), or another entity that has capacity, to secure capacity in the existing wastewater line constructed as City Project No. 101118 (the"McKelvey-Cole Wastewater Line") to initially serve the first development phase for the Additional Property shown on Exhibit C-1 ("Phase I")until the FM 156 Wastewater Line is constructed in accordance with Section 1.02(d). If Owner is able to secure capacity in the McKelvey-Cole Wastewater Line to serve Phase 1, Owner will provide information concerning the agreed upon allocation of capacity in the McKelvey-Cole Wastewater Line to the City prior to preliminary plat submittal for Phase 1.Upon construction by Owner on behalf of the District, and acceptance by the City, of the FM 156 Wastewater Line, Owner shall release its claims to capacity in the McKelvey-Cole Wastewater Line and Phase 1 shall be served by the FM 156 Wastewater Line. If Owner is unable to secure capacity in the McKelvey-Cole Wastewater Line to serve Phase 1, Phase 1 shall be served by the FM 156 Wastewater Line from the outset in accordance with Section 1.02(d) (d) Owner, on behalf of the District, shall design and construct or cause to be designed and constructed approximately 9,230 linear feet of off-site wastewater line as shown on Exhibit Utility and Infrastructure Agreement-Page 3 C`2 (the "FM 156 Wastewater Line"). Exhibit C-2 depicts the general location of the FM 156 Wastewater Line. Owner, on behalf of the District, shall have the option to either: (1) construct the FM 156 Wastewater Line as a parallel line to the McKelvey-Cole Wastewater Line ("Parallel Sewer"); or (2) remove the McKelvey-Cole Wastewater Line and construct the FM 156 Wastewater Line as a larger line providing the full capacity the McKelvey-Cole Wastewater Line provided, as well as the capacity needed for the Additional Property and the additional capacity needed by CTMGT in the larger line as further outlined in this Agreement("Single Sewer Main"). Either option could require temporary construction easements, and additional permanent easements depending upon depth, size and location of the pipe within the existing easement. Owner shall be responsible for obtaining temporary construction easements and additional pennanent easements. The City recognizes that additional permanent easements may not be needed over the entire length of the project depending on the design depth and size and location within the existing easement. Owner, on behalf of District will be responsible for paying for its share of needed capacity and for the capacity needed by CTMGT in the Parallel Sewer or the Single Sewer Main. If the Single Sewer Main is constructed, Owner, on behalf of District, shall be responsible for the cost of constructing the Single Sewer Main that provides the full capacity that was provided by the McKelvey-Cole Wastewater Line,the additional capacity needed for the Additional Property, and additional capacity needed by CTMGT in the Single Sewer Main above the capacity CTMGT has in the McKelvey-Cole Wastewater Line. The City intends to oversize the FM 156 Wastewater Line, whether constructed as a Parallel Sewer or a Single Sewer Main. The City will not be responsible for any cost associated with bypass pumping if a Single Sewer Main is built. The City's cost participation in the oversizing must be approved by the City Council. If the City Council does not approve the City's cost participation in the FM 156 Wastewater Line, Owner shall construct the FM 156 Wastewater Line to serve the Additional Property in accordance with the Approved Sewer Study and as needed by CTMGT (and providing the full capacity of the McKelvey-Cole Wastewater Line if constructed as a Single Sewer Line). The ultimate design capacity of either (1) both the McKelvey-Cole Wastewater Line and the Parallel Sewer; or (2) the Single Sewer Main, with the City participating in the cost would be as set forth in Table 1. Table 1 Category Additional Property: 1603 Additional Property: lots plus amenity center(per Approved study plus 197 approved study) additional lots Ultimate Design Capacity up 21.56 millions of gallons per 21.60 MGD to DP2 day ("MGD") Peaking Factor up to DP2 1.92 1.91 Ultimate Design Capacity 23.35 MGD 23.47 MGD beyond DP2 Peaking Factor beyond DP2 1.86 1.86 Utility and Infrastructure Agreement-Page 4 The diameter of the FM 156 Wastewater Line would be the smallest diameter able to accommodate the design flows in Table 1. CTMGT currently has at least 603 gallons per minute ("GPM") average flow in the McKelvey-Cole Wastewater Line. Based on the information that has been provided to the City, CTMGT needs a total capacity of 918.5 GPM average flow. Based on 603 GPM, CTMGT needs an additional total capacity of 315.50 GPM average flow in either the Parallel Sewer or the Single Sewer Main. Such GPM calculations are an estimate. Owner, the District and the City recognize that these numbers are subject to change based on additional sewer studies being submitted to and approved by the City and may be set forth in an amendment to this Agreement. The Additional Property has 0 GPM in the McKelvey-Cole Wastewater Line. Based upon the approved study, the Additional Property needs 390.60 GPM total capacity in the FM 156 Wastewater Line. If an increase of 197 lots is approved by the City through a revised study, the Additional Property will need a total of 438.5 GPM average flow in the FM 156 Wastewater Line. The City intends for the City's cost participation to be calculated as a weighted average percentage of the cost of the FM 156 Wastewater Line. An example of how the calculation of the City's cost participation may be calculated is included in Exhibit H,which is attached hereto and incorporated herein by reference. (e) The District and Owner shall be entitled to sufficient capacity in the FM 156 Wastewater Line to serve 1,603 single-family residential lots within the Additional Property in accordance with the Approved Sewer Study. The District and Owner may increase lot yield up to approximately 1,800 single-family residential lots through abandonment of existing gas wells. In the event the District and Owner design, construct, and pay for the cost of constructing the FM 156 Wastewater Line in a size that can convey greater than the 1,603 single-family residential lots within the Additional Property in the Approved Sewer Study, then the District or Owner may submit an amended sewer study to the City for review and approval with amended requirements for the District and Owner to be entitled to sufficient capacity in the FM 156 Wastewater Line to serve the increased lot yield. If the District and Owner increase the lot yield to exceed 1,603 lots, the cost allocated to Owner and District pursuant to Section 1.02(d) shall be adjusted to reflect such increase. 1.03 On-Site Wastewater Infrastructure. Owner, on behalf of the District, shall design and construct or cause to be designed and constructed on the Additional Property all wastewater collection lines necessary to serve the Additional Property based on the Approved Sewer Study (the "On-Site Wastewater Lines"). 1.04 Tap Fees; Impact Fees; Per Acre Charges. (a) Tap or service connection fees for wastewater service provided within the Additional Property (excluding Impact Fees as herein defined) shall be the same as if the services are provided within the City's corporate limits. (b) The City may assess and collect wastewater impact fees for the costs of capital improvements or facility expansions necessitated by and attributed to development of the Utility and Infrastructure Agreement-Page 5 Additional Property, on the same terms as if the Additional Property were located within the City's corporate limits, as determined by the City from time to time in accordance with Chapter 395 of the Local Government Code and the City's wastewater impact fee ordinance as amended. The District, Owner or builder shall pay or cause to be paid such wastewater impact fees at the time a building permit is issued. (c) The following Per Acre Charge shall be assessed against the Additional Property prior to recording final plat: (i) The "LCP Bluestone Sewer" at an originally established rate in 2022 of $470.04 per acre, with an annual cost adjustment on January I of each year as approved by Council and as amended. (d) The City shall be able to collect sewer per acre charges or other capital recovery fees consistent with City ordinances as amended. 1.05 Certificate of Convenience and Necessity. The District and Owner will support the City in obtaining a sewer CCN to include the Additional Property if the City applies for a sewer CCN. The District and Owner shall cooperate with the City on the CCN application process. The Parties agree that they shall execute and deliver such other and further assurances, instruments and documents as are or may become necessary or convenient to effectuate and carry out the intent of this Section. ARTICLE II WATER SERVICE, INFRASTRUCTURE AND CHARGES 2.01 Water Service and Water Study. The City shall provide retail water service to customers within the Additional Property, subject to the District's and Owner's performance of their obligations under this Article II and the Approved Water Study. Neither the District nor Owner will drill water wells on the Additional Property for potable water usage. 2.02 Elevated Storage Tank. Owner will dedicate a one (I)-acre elevated storage tank site within the Additional Property to the City at the approximate location as shown on Exhibit D, with the final location to be determined by the City after consulting with Owner (the "Elevated Storage Tank"). The ground elevation for the tank site dedicated shall be approximately 800 feet or higher. The City shall construct the Elevated Storage Tank at the City's sole cost. The City agrees that Owner is authorized to construct up to 1,603 single-family residences on the Additional Property pursuant to the Approved Water Study without construction of the Elevated Storage Tank and up to 1,800 single-family residences on the Additional Property without construction of the Elevated Storage Tank if the City approves an amendment to the Approved Water Study for 1,800 single-family residences. In such event, the City's obligation to provide retail water service to such 1,603 residences or 1,800 residences, as applicable, is not subject to construction of the Elevated Storage Tank. 2.03 Dalrymple Off-Site Water Line; Oversizing. The Additional Property shall be served by an existing 24-inch City water line located outside of the SH 114 right-of-way south and Utility and Infrastructure Agreement-Page 6 east of the Additional Property. Owner, on behalf of the District, shall design and construct, or cause to be designed and constructed approximately 2,605 feet of 24-inch off-site water line in or around the right-of-way for Dalrymple Lane to connect to such existing line to serve the Additional Property (the "Dalrymple Water Line"), as shown on Exhibit D. The Dalrymple Water Line shall not be constructed within the SH 114 right-of-way. The Dalrymple Water Line shall be constructed generally in the location shown on Exhibit D, with the final alignment to be determined by the City after consulting with Owner and making reasonable efforts to address Owner's concerns regarding the alignment and to select a cost-effective alignment and also meet the City's maintainability of the Dalrymple Water Line. Owner shall be responsible for its proportionate share of the Dalrymple Water Line needed to serve the Additional Property as reflected in the Approved Water Study. The City intends to reimburse Owner for the remainder of the costs of the Dalrymple Water Line, which shall constitute the City's proportionate share, in accordance with Section 3.07. The City Council must approve the City's participation in the Dalrymple Water Line. Construction of the Dalrymple Water Line shall be in accordance with the Community Facilities Agreements Ordinance, as amended, including the Phased and Concurrent CFA ordinance provisions, as further outlined in Section 3.02. 2.04 On-Site Infrastructure; Oversizing. (a) Owner, on behalf of the District, shall design and construct or cause to be designed and constructed on the Additional Property all water distribution lines necessary to serve the Additional Property per the Approved Water Study,together with the 24-Inch On-Site Water Line described in Section 2.04(b) (collectively, the "On-Site Water Lines"). Owner shall design and construct such on-site water distribution lines to include capacity sufficient for potable water service, irrigation service, and fire protection for the Additional Property. (b) Owner, on behalf of the District, shall design and construct, or cause to be designed and constructed, approximately 8,606 linear feet of 24-inch on-site water line extending from the Elevated Storage Tank to the southern boundary of the Property,consisting of approximately 3,935 linear feet of water pipe and approximately 4,671 linear feet of water pipe, as shown on Exhibit D (the "24-Inch On-Site Water Line"). The 24-Inch On-Site Water Line shall connect to the Dalrymple Water Line described in Section 2.03. The 24-Inch On-Site Water Line shall be constructed generally in the location shown on Exhibit D, with the final alignment to be determined by the City after consulting with Owner and making reasonable efforts to address Owner's concerns regarding the alignment and to select a cost-effective alignment with City's maintainability of the 24-Inch On-Site Water Line. Owner shall be responsible for its proportionate share of the 24-Inch On-Site Water Line needed to serve the Additional Property. The City intends to reimburse Owner for the remainder of the costs of the 24-Inch On-Site Water Line, which shall constitute the City's proportionate share, in accordance with Section 3.07. The City Council must approve the City's participation in the 24-Inch On-Site Water Line. Owner may construct the 24-Inch On-Site Water Line in phases as long as the Owner submits and constructs the 24-Inch On-Site Water Line and Dalrymple Water Line to meet the use of the City's elevated tank construction and completion for meeting the TCEQ's elevated tank storage requirements for the Additional Property's proposed 1800 residential lots and the region;provided, however, if the City needs the 24-Inch On-Site Water Line to be constructed before Owner needs such line to serve the Additional Property, or any portion thereof, the City shall install the 24-Inch On-Site Water Utility and Infrastructure Agreement-Page 7 Line (or such portion thereof that has not been constructed by Owner) and Owner shall pay to the City Owner's proportionate share of the costs of such line pursuant to developer funding agreements. If developer funding agreements are necessary due to City's construction of the all, or a portion of, the 24-Inch On-Site Water Line then: (1) the first developer funding agreement and payment by Owner to City for design shall occur after City negotiates an agreement with a design engineer, but before execution of a contract between the City and the design engineer; and (2)the second developer funding agreement and payment by Owner to City for construction shall occur after public bidding of the contract, but prior to award and execution of the contract between the City and the contractor. Construction of the 24-Inch On-Site Water Line by Owner shall be in accordance with the Community Facilities Agreements Ordinance, as amended, including the Phased and Concurrent CFA ordinance provisions, as further outlined in Section 3.02 2.05 Cqpacity. The District and Owner shall be entitled to sufficient capacity in the Dalrymple Water Line and 24-Inch On-Site Water Line to serve 1,603 single-family residential lots within the Additional Property in accordance with the Approved Water Study. In the event the City approves an amended water study increasing the number of single-family residential lots on the Additional Property,upon compliance with the amended water study requirements,the District and Owner shall be entitled to sufficient capacity in the Dalrymple Water Line and the 24-Inch On-Site Water Line to serve such increased number of lots. 2.06 Meters. The City shall install or cause to be installed a water meter for each connection. Single-family residential meters for potable water shall comply with City standards, shall be a minimum of 5/8-inch by 1/4 inch in diameter, and may be larger in diameter, at the District's or Owner's option. Meters for nonresidential uses shall be sized based on potable and fire flow/fire suppression requirements and shall comply with City standards. 2.07 Tap Fees; Impact Fees; Water Main Capacity Charges. (a) Tap or service connection fees for potable water service, irrigation service, or fireline provided by the City within the Additional Property (excluding Impact Fees) shall be the same as if the services are provided within the City's corporate limits. (b) The City may assess and collect water impact fees for the costs of capital improvements or facility expansions necessitated by and attributable to the development of the Additional Property on the same terms as if the Additional Property were located within the City's corporate limits, as determined by the City from time to time in accordance with Chapter 395 and the City's water impact fee ordinance as amended. The District, Owner or builder shall pay or cause to be paid such impact fees at the time a building permit is issued. (c) The following Water Main Capacity Charges shall be assessed against the Additional Property prior to recording final plat: (i) 42"NSII to Sendera Ranch Pump Station at an originally established rate before 2019 of$180,932.00 per MGD,with a two percent(2%)annual cost adjustment on January 1 of each year and as amended. (ii) Tradition NSIII Offsite 36" at an originally established rate in 2022 of Utility and Infrastructure Agreement-Page 8 $283,231.00 per MGD, with a two percent (2%) annual cost adjustment on January 1 of each year and as amended. (iii) 24"NSIII LCP Bluestone at an originally established rate in 2022 of$39,671.92 per MGD, with a two percent(2%) annual cost adjustment on January 1 of each year and as amended. (d) The City shall be able to collect water main capacity charges or other capital recovery fees consistent with City ordinances as amended. 2.08 Certificate of Convenience and Necessity. The District and Owner will support the City in obtaining an amendment to the City's water CCN to include the Additional Property. The District and Owner shall cooperate with the City on the CCN application process. The Parties agree that they shall execute and deliver such other and further assurances, instruments and documents as are or may become necessary or convenient to effectuate and carry out the intent of this section. ARTICLE III PUBLIC INFRASTRUCTURE; GENERAL PROVISIONS 3.01 Design and Construction of Water and Sewer Infrastructure. Owner shall determine the schedule for design and construction of the Water and Sewer Infrastructure with the exception of the Off-Site Water Lines and On-Site Water Lines as set out in Section 2.04(b). Owner understands the Phase 1 submittal is dependent on the sequence outlined in Section 3.02(b). Owner shall submit construction plans for the FM 156 Wastewater Line, the On-Site Wastewater Lines, the Off-Site Water Lines, the On-Site Water Lines and the Dalrymple Wastewater Line (collectively, the "Water and Sewer Infrastructure") to the City for review, approval of the plans, and approval to commence construction. The Water and Sewer Infrastructure shall be designed and constructed in accordance with the "Installation Policy and Design Criteria for Water, Wastewater and Reclaimed Water Infrastructure," Resolution No. 5084-05-2019, May, 2019 and as amended. 3.02 CFA's and Fees; Disadvantage Business Enterprise Requirement. (a) All Water and Sewer Infrastructure shall have a Community Facilities Agreement, financial guarantee and associated construction inspection service fee, administrative material testing service fees and water laboratory testing fees submitted to the City for review and approval in accordance with the CFA Ordinance. (b) The CFAs for the On-Site Wastewater Lines and On-Site Water Lines for Phase 1 may be phased or concurrent CFAs in accordance with the CFA Ordinance. The requirements of the Phased or Concurrent CFA provisions in the CFA Ordinance must be complied with. (i) If Phase 1 will be served by the FM 156 Wastewater Line in accordance with Section 1.02(d), construction plans for the On-Site Wastewater Lines and the On-Site Water Lines for Phase 1 may be submitted to the City's Infrastructure Plan Review Center ("IPRC") at the same time as, or after, the construction Utility and Infrastructure Agreement-Page 9 plans for the FM 156 Wastewater Line, the Dalrymple Water Line and the Dalrymple Wastewater Line are submitted to IPRC. The CFAs for the On-Site Wastewater Lines and On-Site Water Lines for Phase 1 may not be executed until after the CFAs for the FM 156 Wastewater Line, the Dalrymple Water Line, and the Dalrymple Wastewater Line are executed. The On-Site Wastewater Lines and On-Site Water Lines for Phase 1 will not be accepted by the City, as evidenced by the execution by the City of the document commonly referred to as a greensheet, until the greensheets for the FM 156 Wastewater Line, the Dalrymple Water Line, and the Dalrymple Wastewater Line are executed by the City. The requirements of the Phased or Concurrent CFA provisions in the CFA Ordinance as amended must be complied with. (ii) If Phase 1 will be served by the McKelvey-Cole Wastewater Line pursuant to Section 1.02(c), construction plans for the On-Site Wastewater Lines and On- Site Water Lines for Phase 1 may be submitted to the IPRC at the same time as, or after, the construction plans for the Dalrymple Water Line and the Dalrymple Wastewater Line are submitted to IPRC. The CFAs for the On-Site Wastewater Lines and On-Site Water Lines for Phase 1 may not be executed until after the CFAs for the Dalrymple Water Line, and the Dalrymple Wastewater Line are executed. The On-Site Wastewater Lines and On-Site Water Lines for Phase 1 will not be accepted by the City, as evidenced by the execution by the City of the document commonly referred to as a greensheet, until the greensheets for the Dalrymple Water Line and the Dalrymple Wastewater Line are executed by the City. (c) The City intends for the City's cost participation for oversizing the FM 156 Wastewater Line in accordance with Section 3.07 to include engineering costs,construction phase engineering services, construction costs, public bidding advertising costs, easements, permits, IPRC Engineering Plan Review fees, material testing costs, administrative material testing costs, construction inspection service fees, water lab testing fees, franchise utility relocation costs, and the cost of public notifications. Each party would be responsible for its own attorney's fees. The City's cost participation shall require the approval of the City Council. (d) A business equity goal may be set by the City's Department of Diversity and Inclusion for community facilities agreements, infrastructure construction agreements, or any other agreement relating the construction of public infrastructure when the City's participation in the agreement is $1,000,000.00 or more in City funds in accordance with Chapter 20, Article X of the City Code, as amended. 3.03 Inspections. City employees or third-party inspectors retained in accordance with generally applicable City policies (collectively, the "City Inspector") shall perform all inspections and testing of the Water and Sewer Infrastructure. The City Inspector shall notify the District at least 48 hours before each inspection to enable the District's engineers to be present during the inspections. The City Inspector shall cooperate with the District to provide inspection reports that satisfy TCEQ requirements for issuance of bonds by the District. Utility and Infrastructure Agreement-Page 10 3.04 Easements and Rights-of-Way. All easements or rights-of-way required for the installation of the Water and Sewer Infrastructure shall be granted or acquired by the District or Owner and dedicated jointly to the District and the City, at no cost to the City, and shall be in the form reasonably required by the City for such types of easements. 3.05 Dedication and Ownership of Water and Sewer Infrastructure; Capacity. (a) Upon approval and acceptance by the City, Owner shall convey or cause to be conveyed legal title to the Water and Sewer Infrastructure to the City; however, the District shall have a continuing right to require the City to utilize a portion of the capacity in the conveyed Water and Sewer Infrastructure equal to the capacity described in Section 1.02(c) and 2.02(b), which capacity shall be made available by the City at all times as necessary to provide water and wastewater service to customers within the Additional Property. (b) In connection with the transfer of any Water and Sewer Infrastructure to the City pursuant to this Agreement, Owner covenants and agrees to take or cause to be taken such actions and execute,acknowledge and deliver,or cause to be executed,acknowledged and delivered,such instruments, documents, transfers and conveyances as may be required to convey, transfer and deliver the facilities, confirm the ownership of the transferred assets, and discharge any encumbrances against the transferred assets that are outstanding as of the date of transfer. 3.06 Maintenance and Repair of Water and Sewer Infrastructure. Upon dedication of Water and Sewer Infrastructure to the City, the City shall operate, maintain and repair the Water and Sewer Infrastructure. 3.07 Recovery of Oversizing Costs. Provided that the construction has been publicly bid in accordance will all legal requirements applicable to water control and improvement districts,Texas state law applicable to municipalities,and City ordinance,the City shall reimburse Owner for the City's proportionate share of the costs of the FM 156 Wastewater Line in accordance with Section 1.02(d), the Dalrymple Water Line in accordance with Section 2.03(a), and the 24-Inch On-Site Water Line in accordance with Section 2.04(b) no less frequently than quarterly. The City's reimbursements to Owner shall require the approval of the City Council. 3.08 Rates. The City shall provide retail water and wastewater service to customers within the Additional Property at the rates established by the City Council for service outside the City's corporate boundaries, as amended from time to time. 3.09 District's Responsibilities for Water and Sewer Infrastructure. The District and Owner shall be responsible for constructing the Water and Sewer Infrastructure to serve the customers within the Additional Property. 3.10 Design and Construction of Roadway and Stormwater Infrastructure. All on-site and off-site roadway and stormwater infrastructure ("Roadway and Stormwater Infrastructure") shall be designed and constructed to the City standards, including but not limited to, the City's Subdivision Ordinance, Transportation Engineering Manual, Master Thoroughfare Plan, Access Management Policy, Pavement Design Manual, Utility Construction Policy, and Stormwater Criteria Manual, as amended. Dalrymple Lane connecting the Additional Property to SH 114 shall Utility and Infrastructure Agreement-Page 11 be constructed in accordance with the specifications shown in Exbibit E. 3.11 Inspection of Roadway and Stormwater Infrastructure. (a) Inspections and testing of Roadway and Stormwater Infrastructure shall be performed by inspectors retained and paid for by the District(or by Owner on behalf of the District) and approved by the City ("Third Party Inspectors"). The District or Owner, as applicable, shall submit the names, addresses and phone numbers of such inspectors as part of the submittal of final construction plans. Construction of Roadway and Stormwater Infrastructure shall not commence until such inspectors have been approved by the City which approval shall not be unreasonably withheld or delayed. The District, or Owner, as applicable, shall require all Third Party Inspectors to provide copies of all inspection and testing reports to the City Inspector within five (5)business days of the date of the inspection. (b) The City has the right to terminate any Third Party Inspector retained by the District or Owner if the Third Party Inspector: (a) fails to perform inspections and testing to ensure construction in compliance with Sections 3.11 and 3.12; or (b) fails to timely provide copies of inspection and testing reports to the City's Transportation and Public Works Department, and does not correct any such deficiencies within ten(10) days after receipt of written notice from the City. Upon termination of any Third Party Inspector, the City at its option, may: (i) allow the use of another approved Third Party Inspector, or (ii) perform all necessary inspections and testing. Should the City elect to perform inspections and testing pursuant to this Section 3.12, the City shall perform such inspections and testing in a timely manner and the District shall pay the City an inspection fee to reimburse the City for its reasonable and necessary costs of performing the inspection, but not exceeding the City's generally applicable fee schedule. (c) The County shall inspect all flood control structures and connections to County Roads. The Denton County Public Works Department will be responsible for conducting these inspections in accordance with the Denton County Subdivision Rules and Regulations. 3.12 Repair and Maintenance of Roadway and Stormwater Infrastructure. Ownership of the Roadway and Stormwater Infrastructure shall not transfer to the City until the Additional Property is annexed by the City. The District shall enter into an agreement with a third party for repair and maintenance of on-site and offsite Roadway and Stormwater Infrastructure that the District owns or has the right to maintain. This maintenance period continues until such time as the City annexes the Additional Property into the City's corporate boundaries or the City determines that the Additional Property will not be annexed. All on-site and offsite Roadway and Stormwater Infrastructure that the District owns or has the obligation to maintain shall be maintained by the District and subject to periodic evaluation, City review and appropriate ongoing rehabilitation and maintenance. The Owner or District shall deliver copies of all executed maintenance agreements, if any, to the City for any Stormwater infrastructure. Utility and Infrastructure Agreement-Page 12 ARTICLE IV OWNERSHIP, LIABILITY AND INDEMNIFICATION 4.01 Liability and Ownership. As between the District, Owner, and the City, responsibility for the operation of the Water and Sewer Infrastructure and the Roadway and Stormwater Infrastructure, including damages related thereto, shall remain with the District and Owner until such infrastructure is conveyed to and accepted by the City. The City shall be responsible for the operation of the infrastructure transferred to it, but only those damages related to the acts and occurrences after the date of transfer. 4.02 Indemnity. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DISTRICT AND OWNER (EACH AN "INDEMNIFYING PARTY") AGREE TO INDEMNIFY AND DEFEND THE CITY AND ITS OFFICERS, ELECTED OFFICIALS, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRACTORS, SUCCESSORS AND ASSIGNS WITH REGARD TO ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, LIENS, FINES, SUITS, JUDGMENTS, ADMINISTRATIVE PROCEEDINGS, REMEDIATION OR CORRECTIVE ACTION REQUIREMENTS, ENFORCEMENT ACTIONS, AND ALL COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES, COSTS OF INVESTIGATION AND EXPENSES, INCLUDING THOSE INCURRED BY THE CITY IN ENFORCING THIS INDEMNITY), DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY OR RESULTING FROM (IN WHOLE OR IN PART) ANY BREACH OF THIS AGREEMENT BY SUCH INDEMNIFYING PARTY(COLLECTIVELY, "LIABILITIES"). ARTICLE V MISCELLANEOUS 5.01 Governing Law, Jurisdiction and Venue. THIS AGREEMENT MUST BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY, TEXAS, AND HEREBY SUBMIT TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY,TEXAS, AND HEREBY AGREE THAT ANY SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING HEREUNDER. 5.02 Notice. Any notices, certifications, approvals, or other communications required to be given by one Party to another under this Agreement (a "Notice") shall be given in writing addressed to the Party to be notified at the address set forth below and shall be deemed given: (a) when the Notice is delivered in person to the person to whose attention the Notice is addressed; (b)when received if the Notice is deposited in the United States Mail, certified or registered mail, return receipt requested, postage prepaid; or (c) when the Notice is delivered by Federal Express, UPS, or another nationally recognized courier service with evidence of delivery signed by any person at the delivery address. If any date or period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the Notice shall be Utility and Infrastructure Agreement-Page 13 extended to the first business day following the Saturday, Sunday,or legal holiday.For the purpose of giving any Notice, the addresses of the Parties are set forth below. The Parties may change the information set forth below by sending Notice of such changes to the other Parties as provided in this section. To the City: City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attn: City Secretary City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attn: City Manager City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attn: Water Director To the District: Brookfield Water Supply District of Denton County c/o Winstead PC Attn: Ross Martin 500 Winstead Building 2728 N. Harwood St. Dallas, Texas 75201 To Owner: Double R DevCo, LLC 4100 International Plaza Suite 520 Fort Worth, Texas 76109 5.03 Assignment. (a) Neither the District nor the City may assign this Agreement without the written consent of the other Parties. (b) Owner has the right, from time to time, to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to any person or entity (an "Assignee") without the consent of the City, provided that the following conditions are satisfied: (1)Assignee is a conservation and reclamation district, a successor owner Utility and Infrastructure Agreement-Page 14 of all or any part of the Additional Property or a lender to a successor owner of all or any part of the Additional Property; (2) the assignment is in writing executed by Owner and Assignee in the form of assignment attached as Exhibit F; (3)Assignee expressly assumes in the assignment any assigned obligations and expressly agrees in the assignment to observe, perform, and be bound by this Agreement to the extent this Agreement relates to the obligations,rights,titles, or interests assigned; and (4) a copy of the executed assignment is provided to all Parties within fifteen (15) days after execution. Provided the foregoing conditions are satisfied, from and after the date the assignment is executed by Owner and Assignee,the City agrees to look solely to Assignee for the performance of all obligations assigned to Assignee and agrees that Owner shall be released from performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations. No assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment. Owner shall maintain written records of all assignments made by Owner (including, for each Assignee, the Notice information required by this Agreement, and including a copy of each executed assignment) and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. It is specifically intended that this Agreement, and all terms, conditions and covenants herein, shall survive a transfer, conveyance, or assignment occasioned by the exercise of foreclosure of lien rights by a creditor or a Party,whether judicial or nonjudicial. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and Assignees. (c) Owner and Assignees have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title,or interest under this Agreement for the benefit of their respective lenders without the consent of, but with prompt written Notice to, the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any lender to perform any obligations or incur any liability under this Agreement: (a) unless the lender agrees in writing to perform such obligations or incur such liability; or (b) unless the lender holds fee simple title to any portion of the Additional Property and elects to or proceeds to develop such portion under this Agreement, in which case the lender shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to such portion of the Additional Property until all defaults under this Agreement with respect to the acquired portion have been cured. Provided that the City has received a copy of the applicable collateral assignment,including Notice information for a lender, then that lender shall have the right, but not the obligation, to cure any default under this Agreement and shall be given a reasonable time to do so in addition to the cure periods provided by Section 5.12 of this Agreement; and the City agrees to accept such cure as if offered by the defaulting Party. A lender is not a Party to this Agreement unless this Agreement is amended, with the consent of the lender,to add the lender as a Party or unless the lender holds fee simple title to any portion of the Additional Property and elects to or proceeds to develop such portion under this Agreement. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Additional Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or nonjudicial. Any purchaser from or successor owner through a lender of any portion of the Additional Property shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Additional Property until all defaults under this Agreement with respect to the acquired portion of the Additional Property have Utility and Infrastructure Agreement-Page 15 been cured. 5.04 Amendment. This Agreement may be amended only with the written consent of all Parties and with approval of the governing bodies of the City and the District. 5.05 No Waiver. Any failure by a Party to insist upon strict performance by any other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party hereto of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 5.06 Severability. The provisions of this Agreement are severable. If any word, phrase, clause, sentence, paragraph, section, or other provision of this Agreement, or the application thereof to any person or circumstance, shall ever be held or determined to be invalid, illegal, or unenforceable for any reason, and the extent of such invalidity or unenforceability does not cause substantial deviation from the underlying intent of the Parties as expressed in this Agreement,then such provision shall be deemed severed from this Agreement with respect to such person, entity or circumstance, without invalidating the remainder of this Agreement or the application of such provision to other persons, entities or circumstances, and a new provision shall be deemed substituted in lieu of the severed provision which new provision shall, to the extent possible, accomplish the intent of the Parties as evidenced by the severed provision. 5.07 Authority. The Parties acknowledge that each Party has the authority to enter into this Agreement pursuant to the laws of the State of Texas. 5.08 Interpretation. The Parties acknowledge that each Party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. As used in this Agreement,the term"including"means"including without limitation"and the term"days"means calendar days, not business days. Wherever required by the context, the singular shall include the plural, and the plural shall include the singular. Each defined term herein may be used in its singular or plural form whether or not so defined. 5.09 Conspicuous Provisions. The Parties acknowledge that the provisions of this Agreement that are set out in bold, capitals (or any combination thereof) satisfy the requirements for the express negligence rule and/or are conspicuous. 5.10 No Third-Party Beneficiary. This Agreement is solely for the benefit of the Parties, and no Party intends by any provision of this Agreement to create any rights in any third-party beneficiaries or to confer any benefit upon or enforceable rights under this Agreement or otherwise upon anyone other than the City, Owner, and the District. 5.11 Force Majeure. No Party shall be considered to be in default in the performance of Utility and Infrastructure Agreement-Page 16 any of the obligations hereunder (other than obligations of either Party to pay costs and expenses) if such failure of performance shall be due to an uncontrollable force beyond the control of the Parties, including but not limited to,the failure of facilities, flood,earthquake,tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, or restraint by a court order or public authority, which by the exercise of due diligence and foresight such Parry could not have reasonably been expected to avoid. Any Party rendered unable to fulfill any obligation by reason of an uncontrollable force shall exercise due diligence to remove such inability with all reasonable dispatch. 5.12 Breach,Notice and Remedies. (a) Notification of Breach. If any Parry commits a breach of this Agreement,the non- breaching Parry shall give Notice to the breaching Parry that describes the breach in reasonable detail. (b) Cure of Breach. The breaching Party shall commence curing such breach within fourteen (14) calendar days after the time the breaching Party receives such Notice and complete the cure within fourteen(14) calendar days from the date of commencement of the cure; however, if the breach is not reasonably susceptible to cure by the breaching Parry within such 14-day period, the non-breaching Party shall not bring any action so long as the breaching Parry has commenced to cure the default within such 14-day period and diligently completes the cure within a reasonable time without unreasonable cessation of the work. (c) Remedies for Breach. If the breaching Party does not substantially cure such breach within the stated period of time, the non-breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, seek an action under the Uniform Declaratory Judgment Act, specific performance, mandamus, injunctive relief, and other remedies described in this Agreement;provided,however,that the non-breaching Party shall not be entitled to terminate this Agreement and each Party specifically waives any right such Party has or in the future may have to terminate this Agreement. It is understood and agreed that no Party shall seek or recover actual,consequential or any other type of monetary damages or awards, including but not limited to attorney's fees, in the event that any Party brings suit under or related to this Agreement. (d) Governmental Powers; Waiver of Immunity. By execution of this Agreement, neither the City nor the District waive or surrender any of their respective governmental powers, immunities or rights, except as specifically waived pursuant to this subsection. The City and the District mutually waive their governmental immunity from suit and liability only as to any action brought by a Party to pursue the remedies available under this Agreement and only to the extent necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or immunities that the City or the District has with respect to suits against the City or the District by persons or entities not a party to this Agreement. 5.13 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties relative to the subject matter hereof, and there have not been and are no other agreements, covenants, representations or warranties between the parties other than those expressly stated Utility and Infrastructure Agreement-Page 17 therein or provided for herein. 5.14 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, the District, and Double R DevCo, LLC have executed this Amendment; and (c) Double RDevCo, 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. 5.15 Satisfaction of Consent Resolution. This Amendment satisfies the condition to the City's consent to annexation of the Additional Property into the District set out in Section 3 of the Consent Resolution. 5.16 Exhibits. All exhibits attached to this Agreement are incorporated into this Agreement by reference for the purposes set forth herein, as follows: Exhibit A Map of Original Brookfield Property and Additional Property Exhibit B Legal Description of Additional Property Exhibit C-1 Dalrymple Wastewater Line Exhibit C-2 FM 156 Wastewater Line Exhibit D Elevated Storage Tank and Water Lines Exhibit E Design Standards for Dalrymple Road Exhibit F Form of Assignment Exhibit G Alpha Ranch Property Exhibit H Example of City Cost Participation in FM 156 Wastewater Line 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 Utility and Infrastructure Agreement-Page 18 ATTEST: CITY OF FORT WORTH C� y JaRe4 Goodall, City Secretary Name: C N/Z 13 RAIZ D612- , �Q,n,nekke Acting Assistant City Manager Date:_ 10 /2 APPROVED AS TO FORM AND LEGALITY: F OR Assistant City Attorney 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. '�) -.s o02 Name: Date: rFT ICNAL RECORD Y SECRETARY Utility and Infrastructure Agreement-Page 19 WORTH,TX BROOKFIELD WATER CONTROL AND IMPROVEMENT DISTRICT OF DENTON COUNTY Vida South Denton County Water Control and Improvement District No. 1 Secreta f Director President,Board of Directors Date; ( In Utility and Infrastructure Agreement-Page 20 i i Double R DevCo,LLC, a Texas limited liability company By: ; z Name, 4A� �6f Title: G � Date: Utility and Infrastructure Agreement-Page 21 Exhibit A Map of Original Brookfield Property and Additional Property Exhibit A Page 1 ADDITIONAL PROPERTY l \ PROPERTY 1. 1 1 p SCALE: 1'=1,404' � 1,000' D' 5[ID' JOB NO. 61290-00 B R OO K F I E L D pgpE.Q wsom DATE SEPTEMBER 202I DESIGNER LDF MAP OF PROPERTY ENGINEERS q CHECKED XXX DRAWN LD FONT WORTH I BAN ANTONIO I AUSTIN I HOUSTON I DALLAS A 6500 W FWY,STE 700 1 FT.WORTH,TX 76115 1 817.870.8668 4 EXHIBIT • • %00.AS EN G INE EPINO FIRM REGISTRATION 170 J 04 No m FINR�Rm W T w QED 11b�F EL mm awamtiaY Am k-r a[im iivo ]AL111m IaZY Q8_r 011 FFWL 4 WOF IAII VAW I E OOII WM 0 MiiNX NO MIL Exhibit B Legal Description of Additional Property TRACT ONE 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 22050'19", having a radius of 1205.18 feet and a long chord of which bears S 11'I 5'05"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; THENCE with said curve, an arc distance of 423.04 feet, through a central angle of 16046'17", having a radius of 1445.22 feet and long chord of which bears S 140 17'06"W, a distance of 421.53 feet to a 1/2 inch iron rod with cap stamped"Pierce Murray" set; Exhibit B Page 1 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 89°59'58"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 88°41'05"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 are distance of 455.24 feet, through a central angle of 16'46'17", 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 11015'05"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; 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 Exhibit B Page 2 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; 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; Exhibit B Page 3 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 TWO 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; 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 1073.036 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 Exhibit B Page 4 acres of land, more or less. Exhibit B Page 5 Exhibit C-1 Dalrymple Wastewater Line Exhibit C-1 Page 1 ------------------- ............... ................ ............. F' 49 T �j ;EE U , TEN71_1 lllh A 44 ILI �Ty i 17, rT i _',IT ri W_ JAR Af---", � r--FT,r PHAS ] y s r rn, fli L 7,T fN ---------- j L-7 r7 E7 T I-J, PROPERTY APPROX. 2605 LF OF 4,,j OFF-SITE WASTEWATEF PIPE EXISTING 181, CONNECT TO EXISTINq WASTEWATER.R PIPE 15" WASTEWATER PIP� D A EXISTI Q 21 -ole WASTEWATER1 PIPE EXISTING 24 SCALE: 1 1 000, W STEWATER PIPE , 1,000' 0 500' 1,000, EXISTING 27 WASTEWATER PIPE JOB NO. 61290-01) BROOKFIELD '2'9 DATE 0CjQ_QER 202.2 j PAPE-DAWSON - DESIGNER F ENGINEERS OFF-SITE WASTEWATER LINES rmj 16 CHECKED XXX D FORT WORTH I SAN ANTONIO I AUSTIN I-OU*-CN I DALLAS 6500 W FWY,STE 700 1 FT.WORTH.TX?6118 1 817.870.3668 XHIBIT C-1 TEXAS ENGINEERING FIRM REGIST4ATION @470 m oacumemr--i Sam Amm imIu migm wr OLI'�0 wM lumWrIED ELY!::-'- GIST N FlIAL KdK*;Pe wnptAs mmmmC RE WTS OFlOLLL 9Dl"-K ZA Exhibit C-2 FM 156 Wastewater Line Exhibit C-2 Page 1 I DESIGN POINT 5 I I STA 28+46.21 f I _ 1 I / EXISTING 36" WASTEWATER PIPE DESIGN POINT 4 I I APPROX 9630 LF OF I OFF—SITE WASTEWATER PIPE .I co I EXISTING 30" -_-----_.. `n mm I WASTEWATER PIPE DESIGN POINT 3 1 I. ; DESIGN POINT 2 EXISTING 30" t" WASTEWATER PIPE DESIGN POINT 1 I / SCALE: 1 1,200' / STA�12 1,200' 0' 600' 1,200' 0+75.87��'� �o g JOB NO. 61290-00 B R O O K F I E L D N$ DATE SEPTEMBER 2022 PAP�DIAWSON DESIGNER LDF ENGINEERS syyy OFF-SITE WASTEWATER LINES pf CHECKED XXX DRAWN LDF FORT WORTH I SAN ANTONIO I AUSTIN I HOUSTON I DALLAS � l/^, 6500 INFWY,STE 700 1 FT.WORTH.TX 76116 1817.870.3668� EXHIBIT �+_2 T_AS ENGINEERING FIRM REGISTRATION #170 S 1I6 OODIEMf HAS®1 PAOOILYD FROM MAMA 7NAT MS SIOILD NOIEp 7R03IfIED 1IECIR6NI'NLY AND YAT NME On"ADYEIMMY ALTERED. RELY OILY ON FINAL HAFOOOPY MAMMALS WJM THE OtlBLTAMTB OIM K SIMIURE NO SIX Exhibit D Elevated Storage Tank and Water Lines Exhibit D Page 1 Exhibit E Road Standards for Dalrymple Lane Exhibit E Page 1 it �: $� e � 0 a, \ 2 4 Lu j J � � � LLI \ � CD >- �- j w p j u k U |� X W L ■� . � \F � � \0 e \ k f \ /) < w � • / z d 92 s » < - � / 9/ ! E§ �) � ��■(\ ! O §° kA Z a§ , $ $ \� I �a| . /( l&| pi z ■ §\ � << §/ — )LLI | , �< §G \\ UP*o •MuX-jPa 9R«l #»'Go #' ©oo'm m\zm\p-,d\a »g/k »mama@ # ,®n ®GoG `« ` Gs oa Exhibit F Form of Assignment Agreement ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and entered into as of the day of between a ("Assignor"), and , a ("Assignee") (Assignor and Assignee are hereinafter sometimes collectively referred to as the "Parties" and singularly as a"Party"). RECITALS: A. Assignor is the owner of the rights of the Owner under that certain Utility and Infrastructure Agreement (City Secretary Contract No. , M & C - _) (the "Agreement") effective as of , between the City of Fort Worth, Double R DevCo,LLC, a Texas limited liability company, and Brookfield Water Supply District of Denton County relating to the development of the Additional Property (as described therein), to the extent that the Agreement covers, affects, and relates to the lands described on Exhibit A attached to and made a part hereof of this Assignment for all purposes (the "Transferred Premises"). B. Assignor desires to assign [all] [certain] of its rights under the Agreement as it relates to the Transferred Premises to Assignee, and Assignee desires to acquire such rights, on and subject to the terms and conditions of this Assignment. NOW, THEREFORE, in consideration of the premises, the mutual covenants and obligations set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties hereby agree and act as follows: 1. Certain Defined Terms. Unless indicated otherwise herein,capitalized terms in this Assignment shall have the same respective meanings as are ascribed to them in the Agreement. 2. Assignment. Subject to all of the terms and conditions of this Assignment, Assignor hereby assigns all [or describe specifically assigned rights if partial] of its rights under the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred Premises. 3. Assumption. Assignee hereby assumes all obligations of Assignor and any liability that may result from acts or omissions by Assignee under the Agreement as it relates to the Transferred Premises that may arise or accrue from and after the effective date of this Assignment, and Assignor is hereby released from all such obligations and liabilities from and after the date of this Assignment; provided,however,this Assignment does not release Assignor from any liability that resulted from an act or omission by Assignor that occurred prior to the effective date of this Assignment unless the City approves the release in writing. Exhibit F Page 1 4. Governing Law. THIS ASSIGNMENT MUST BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. 5. Counterpart/Facsimile Execution. This Assignment has been prepared in multiple counterparts, each of which shall constitute an original hereof, and the execution of any one of such counterparts by any signatory shall have the same force and effect and shall be binding upon such signatory to the same extent as if the same counterpart were executed by all of the signatories. Facsimile copies of signatures may be appended hereto with the same force and effect as legally delivered original signatures. 6. Authority to Execute. Assignee represents and warrants that this Assignment has been approved by appropriate action of Assignee and that the individual executing this Assignment on behalf of Assignee has been authorized to do so. 7. Notice to City. A copy of this Assignment shall be provided to the City within fifteen(15) days after execution. 8. Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective heirs, personal representatives, successors, and assigns. EXECUTED as of the day and year first above written. ASSIGNOR: [ 1 By: Printed Name: Title: Exhibit F Page 2 ASSIGNEE: 1 By: Printed Name: Title: Exhibit F Page 3 STATE OF TEXAS § COUNTY OF § This instrument was ACKNOWLEDGED before me on the day of 20 , by the of on behalf of said Notary Public, State of Texas My Commission Expires: STATE OF TEXAS COUNTY OF § This instrument was ACKNOWLEDGED before me on the day of 20 , by the of on behalf of said Notary Public, State of Texas My commission expires: Exhibit F Page 4 Exhibit G Alpha Ranch Property Exhibit G Page 1 a tvsc v e s 5 Iry Tf " .•..........e ._..__..._—ate. .. ._�...-._. - � t M _ 1 �_.•_..F�..._.,... .:�' i ,.�:..7;, i ate,—` 1 � ,�7jjt '(��._.`._.,�I .�.•:�. x � 7 f ,�'1� �'� �� ! �,� _F. y�---^ate ��: f •� QO it y CU CL Q* !rL q q; f X w Cc Y ind ti N N Q m t�a cc oo a •�y G �7 SI { C� 2 �_ az.mry � m 6i •n l}p2 N N >� W 2r Q : Z n'IA t T L Qn a. � m a a 4` 'a` � � a i M m •c i b a p nOL s !a a ra W •~ ez � 4 y e� vW44 y ° �e $ 9u s - a f U � V QC, tx tic o 0 Iv } L 4' W V! lh ell Y �a 7 n z are �Yl GR 'f- Nr7'' M ri eY) 5 9 C 6 a m •y 3 SL La 4— i a _ $ E'x g tl c � cA R L' n ni q'g va rl 'n gg +al ff I IV 0 ell W