HomeMy WebLinkAboutContract 58579 (2)~~~~~-r~~'5~'5 ]9
UTILITY AND INFRASTRUCTURE AGREEMENT
This Utility and Infrastructure Agreement ("Agreement") is entered into by and between
the City of Port Worth, Texas (the "City"), 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; CTMGT AR III, LLC, a Texas limited liability ("Owner"); and Alpha
Ranch Water Control and Improvement District of Denton and Wise Countie~, formerly Alpha
Ranch Fresh Water Supply District No. 1 of Denton and Wise Counties (the "District"), a political
subdivision of the State of Texas operating under the provisions of Article XVI, Section 59 of the
Texas Constitution and Chapters 49, 51 and 53 of the Texas Water Code. The City, the District
and Owner are hereinafter sometimes referred to, individually, as a "£.ill:ty" and, collectively, as
the "Parties."
RECITALS
A. The District encompasses approximately 1,293.736 acres ofland in Denton County,
Texas, within the City's extraterritorial jurisdiction shown on Exhibit A attached hereto (the
"Original Alpha Ranch Property").
B. The Original Alpha Ranch 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 Alpha Ranch Property, and provision of
retail sewer service by the City to land including the Original Alpha Ranch Property (the "Sewer
Infrastructure Agreement").
C. The Original Alpha Ranch 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 Alpha Ranch Property, and provision of
retail water service by the City to land including the Original Alpha Ranch Property (the "Water
Infrastructure Agreement").
D. On June 22, 2021, the City Council of the City approved Resolution No. 5426-06~
2021 (the "Consent Resolution") consenting to addition by the District of approximately 522 acres
of land show on Exhibit A attached hereto as "JLC Tract" and "Day Tract" and described in
Exhibit B attached hereto as Tract 1 and Tract 2, respectively (collectively, the "Additional
Property").
E. The City Council's consent to annexation of the Additional 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.
F. Owner is the owner of the Additional Property.
G. 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.
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H. 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 .
I. The Additional Property is not contained within a CCN for wastewater service.
J. Owner submitted a water study dated November 16, 2022 including the Additional
Property to the City which was approved by the City on December 8, 2022 (the "Approved Water
Study").
K. Owner submitted a sewer study dated November 7, 2022 including the Additional
Property to the City which was approved by the City on December 6, 2022 (the "Approved Sewer
Study").
L. The Sewer Infrastructure Agreement and the Water Infrastructure Agreement govern
the Original Alpha Ranch Property and will remain in full force and effect.
M. 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 (collectively, the "Water
and Sewer Infrastructure").
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and
conditions hereafter set forth, the Parties contract and agree as follows:
ARTICLE I
WASTEWATER SERVICE, INFRASTRUCTURE AND CHARGES
1.01 Wastewater Service and Wastewater Study. The City shall provide retail
wastewater collection and treatment service to customers within the 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. As used in this Agreement, "On-Site Wastewater Lines" means wastewater
lines constructed within the Additional Property and the Original Alpha Ranch Property, and
"Off-Site Wastewater Lines" means wastewater lines constructed outside the boundaries of the
Additional Property and the Original Alpha Ranch Property.
1.02 Off-Site Wastewater Lines.
(a) The Original Alpha Ranch Property and the Additional Property shall be served by the
City's existing off-site wastewater line constructed as City Project No. 101478 (the "McKelvey-
Cole Wastewater Line"), as shown on Exhibit C. No improvements to the McKelvey-Cole
Wastewater Line are required for wastewater service to the Additional Property and the Alpha
Ranch Property. No Off-Site Wastewater Lines or other off-site water facilities are required to be
constructed in order for the City to provide retail wastewater service to the Original Alpha Ranch
Utility and Infrastructure Agreement Page2
Property and the Additional Property.
(b) The District and Owner are entitled to sufficient capacity in the McKelvey-Cole
Wastewater Line to serve the approved sewer study capacity within the Additional Property and
the Original Alpha Ranch Property. The City reserves capacity in the McKelvey-Cole Wastewater
Line for wastewater service to serve the approved sewer study capacity within the Additional
Property and the Original Alpha Ranch Property. The approved sewer study capacity equates to a
discharge average flow of 13 84. 7 gallons per minute ("GPM") with a peak factor of 2.57 and total
discharge peak flow at 3558.7 GPM.
1.03 On-Site Wastewater Infrastructure.
(a) Owner, on behalf of the District, shall design and construct or cause to be designed
and constructed all On-Site Wastewater Lines necessary to serve the Original Alpha Ranch
Property and the Additional Property, based on the Approved Sewer Study. Owner may construct,
or cause construction of, the On-Site Wastewater Lines in phases. The schedule for construction
of the On-Site Wastewater Lines shall be determined by Owner in its sole discretion.
(b) The Additional Property and the Original Alpha Ranch Property be shall be served
by the City's existing 21-inch wastewater line constructed as City Project'Nos. 102000 (Phase 1)
and 102284 (Phase 2) (the "Elizabeth Creek Wastewater Line"), as shown on Exhibit C. No
improvements to the Elizabeth Creek Wastewater Line are required for service to the Additional
Property and the Alpha Ranch Property. The City reserves capacity in the Elizabeth Creek
Wastewater Line for wastewater service to serve the approved sewer study capacity within the
Additional Property and the Original Alpha Ranch Property.
(c) The City has requested that Owner oversize certain On-Site Wastewater Lines as
needed to serve additional drainage basins encompassing approximately 3,488 acres of land that
are located outside the Original Alpha Ranch Property and the Additional Property, described in
the Approved Sewer Study as OS-A, OS-B and OS-C (the "Off-Site Basins"). Table 1 in Section
4.1 of the Approved Sewer Study reflects the required pipe sizes for the On-Site Wastewater Lines
needed to serve the Additional Property and the Original Alpha Ranch Property as "Proposed" and
the reflects the pipe sizes needed to include service to the Off-Site Basins as "Ultimate." Owner,
on behalf of the District, shall oversize or cause other developer(s) to oversize the On-Site
Wastewater Lines to the Ultimate pipe sizes in order accommodate the Off-Site Basins, as
generally shown on Exhibit C, subject to adjustments approved by Owner, the District and the
City based on design constraints and final design. The City shall fund the City's proportionate
share of the costs of such On-Site Wastewater Lines, in accordance with Section 3 .07, subject to
City Council approval. If the City Council does not authorize the City to fund the City's
proportionate share for oversizing the On-Site Wastewater Lines, Owner shall have no duty to
oversize, or cause other developer(s) to oversize, the On-Site Wastewater Lines in excess of the
capacity needed to serve the Original Alpha Ranch Property and the Additional Property.
( d) Before commencing design efforts on the On-site Wastewater Lines described in
section 1.03(c), Owner will provide written notice to the City of Owner's intent to begin the design.
City will have 30 days from receipt of Owner's written notice to provide a written response if the
Utility and Infrastructure Agreement Page 3
Ultimate size of the Wastewater Line will be changed. If no response is provided, design may
commence at the Ultimate sizes referenced in section 1.03(c) and Exhibit C.
(e) The City may choose to design and construct On-site Wastewater Infrastructure
consistent with the Approved Study ahead of Owner's schedule for construction of the On-site
Wastewater Infrastructure. If City elects to construct the On-site Wastewater Infrastructure, then:
(1) Owner and City will agree upon an acceptable alignment; (2) Owner, at Owner 's expense, shall
dedicate easements to the City for the improvements; and (3) Owner shall pay to City the
applicable sewer per acre charges on the On-site Wastewater Infrastructure designed and
constructed by the City.
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
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) As of the date of the execution of this Agreement, no per acre charges have been
assessed against the Additional Property . The City shall be able to assess and 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. As used in this
Agreement, "On-Site Water Lines" means water lines constructed within the Additional Property
and the Original Alpha Ranch Property , and "Off-Site Water Lines" means water lines constructed
outside the boundaries of the Additional Property and the Original Alpha Ranch Property.
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2.02 Pressure Planes. The Additional Property and the Original Alpha Ranch Property
are located in the Northside III Pressure Plane ("NS III ") and the Northside IV Pressure Plane
("NS IV") as shown on Exhibit D.
2.03 Off-Site Water Lines
(a) Portions of the Additional Property and the Original Alpha Ranch Property within NS
IV shall be served by a water line to be constructed by other developers to the intersection of
Sendera Ranch Blvd. and Eagle Parkway, as shown on Exhibit D, as City Project No. 103700 (the
"NS IV Water Line "). City shall not be responsible for constructing the water line depicted in
Exhibit D that has been identified as City Project No. 103700 if the other developers fail to
construct the water line , and Owner may be required to build that water line or construct an
alternative source of water acceptable to the City in order for the City to provide retail water service
to the Additional Property and the Original Alpha Ranch Property within NS IV . No additional
Off-Site Water Lines or other off-site water facilities are required to be constructed in order for
the City to provide retail water service to the Additional Property and the Original Alpha Ranch
Property within NS IV.
(b) The City reserves sufficient capacity in the NS IV Water Line to serve the approved
water study capacity within the Additional Property and the Original Alpha Ranch Property within
NS IV. The water study capacity for NS IV equates to an average daily flow of 1,825 GPM , with
a maximum day demand at 4 ,106 GPM and fire flow at 1,500 GPM.
( c) Portions of the Additional Property and the Alpha Ranch Property within NS III shall
be served by existing On-Site Water Infrastructure in accordance with Section 2.05. No Off-Site
Water Lines or other off-site water infrastructure are required to be constructed for the City to
provide retail water service to the Additional Property and the Original Alpha Ranch Property
within NS III.
2.04 Elevated Storage Tank. Owner will dedicate a 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 for construction of an elevated storage tank
(the "Elevated Storage Tank"). 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 1,400 Single Family
Equivalent Units (SFEU's) within NS IV prior to construction of the Elevated Storage Tank by
the City. Owner may use such SFEUs within the Additional Property or may assign all or part of
such 1,400 SFEUs to the owners or developers of the Original Alpha Ranch Property, without the
City's consent but with notice to the City 's Water Department Director. The equivalent capacity
for 1,400 SFEUs is 681 GPM average daily flow, with a maximum day demand at 1,531 GPM and
fire flow at 1,500 GPM.
2.05 On-Site Water Lines.
(a) Owner, on behalf of the District, shall design and construct or cause to be designed and
constructed all water lines within the Additional Property and the Original Alpha Ranch necessary
to serve such property based on the Approved Water Study (the "On-Site Water Lines "). Owner
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may construct, or cause construction of, the On-Site Water Lines in phases. The schedule for
construction of the On-Site Water Lines shall be determined by Owner in its sole discretion
(b) Portions of the Additional Property and the Alpha Ranch Property within NS III shall
be served by the existing 30 inch/24 inch NS III water line (City Project No. 101500) constructed
within the Original Alpha Ranch Property (the "NS III Water Line") as shown on Exhibit D . No
improvements to the NS III Water Line are required for service to the Additional Property and the
Alpha Ranch Property. The City reserves capacity in the NS III Water Line for water service to
serve the approved water study capacity within the Additional Property and the Original Alpha
Ranch Property. The water study capacity for NS III equates to an average daily flow of 710 GPM,
with a maximum day demand at 1,598 GPM and fire flow at 1,500 GPM.
( c) Owner, on behalf of the District, shall design and construct, or cause to be designed
and constructed, the extension of the NS IV Waterline within the Eagle Parkway right-of-way from
the intersection with Sendera Ranch Blvd. to the Elevated Storage Tank, as shown Exhibit D (the
"Eagle NS IV Waterline"). A 16-inch line is required to serve the Original Alpha Ranch Property
and the Additional Property and constitutes Owner's proportionate share of the Eagle NS IV
Waterline. Owner and the District shall oversize the Eagle NS IV Waterline if requested by the
City, provided the City funds the City's proportionate share in accordance with Section 3.07. If
the City needs the Eagle NS IV Waterline to be constructed before such line is needed to serve the
Additional Property or the Alpha Ranch Property: (1) the City shall install the Eagle NS IV
Waterline (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; (2) Owner and City will agree upon an acceptable alignment; (3) Owner, at Owner's
expense, shall dedicate easements to the City for the improvements; and (4) Owner shall pay to
City the applicable water main capacity charges on the Eagle NS IV Waterline designed and
constructed by the City. If developer funding agreements are necessary due to City's construction
of all, or a portion of, the Eagle NS IV Waterline, 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.
(d) Owner, on behalf of the District, shall design and construct, or cause to be designed
and constructed, the Graben NS IV Water Line within the Graben Blvd. right-of-way from Eagle
Parkway to S .H. 114, as shown Exhibit D (the "Graben NS IV Waterline"). A 12-inch line is
required to serve the Original Alpha Ranch Property and the Additional Property and constitutes
Owner's proportionate share of the Graben NS IV Waterline. Owner and the District shall oversize
the Graben NS IV Waterline if requested by the City, provided the City funds the City's
proportionate share in accordance with Section 3.07 .
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 ¾ 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
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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 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. Owner
shall submit construction 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 CF A'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 fees, administrative material
testing service fees and water laboratory testing fees submitted to the City for review and approval
in accordance with the CF A Ordinance.
(b) The City intends for the City's cost participation in water and wastewater lines in
accordance with this Agreement 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
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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.
(c) 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.
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 reserved capacity describe in Article I and Article II,
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 fund the
City's proportionate share of oversizing costs required by this Agreement. The City's funding of
such costs shall require the approval of the City Council.
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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 Storm water 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.
3 .11 Inspection of Roadway and Storm water 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 after the Citty requests such reports.
(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 this Section 3 .11 ; 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) pe~form all necessary inspections and testing. Should the
City elect to perform inspections and testing pursuant to this Section 3 .11, 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
Utility and Infrastructure Agreement Page 9
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.
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").
ARTICLEV
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.
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5.02 Notice. Any notices, certifications, approvals, or other communications required to
be given by one Party to another under this Agreement (a "Notice") shall be given in writing
addressed to the Party to be notified at the address set forth below and shall be deemed given: (a)
when the Notice is delivered in person to the person to whose attention the Notice is addressed;
(b) when received if the Notice is deposited in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid; or (c) when the Notice is delivered by Federal Express,
UPS, or another nationally recognized courier service with evidence of delivery signed by any
person at the delivery address. If any date ·or period provided in this Agreement ends on a
Saturday, Sunday, or legal holiday, the applicable period for calculating the Notice shall be
extended to the first business day following the Saturday , Sunday, or legal holiday. For the purpose
of giving any Notice, the addresses of the Parties are set forth below. The Parties may change the
information set forth below by sending Notice of such changes to the other Parties as provided in
this section.
To the City:
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: City Secretary
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: City Manager
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Water Director
To the District:
Alpha Ranch Water Control and Improvement District
of Denton and Wise Counties
c/o Winstead PC
Attn: Ross Martin
500 Winstead Building
2728 N. Harwood St.
Dallas, Texas 75201
To Owner:
CTMGT AR Ill, LLC
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
Attn: Mehrdad Moayedi
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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, an owner of all
or any part of the Original Alpha Ranch Property or the Additional Property or a lender to a
successor owner of all or any part of the Original Alpha Ranch Property or the Additional
Property; (2) the assignment is in writing executed by Owner and Assignee in the form of
assignment attached as Exhibit E; (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
Utility and Infrastructure Agreement Page 12
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
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.
Utility and Infrastructure Agreement Page 13
5.09 Conspicuous Provisions. The Parties acknowledge that the prov1s10ns 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
any of the obligations hereunder (other than obligations of either Party to pay costs and expenses)
if such failure of performance shall be due to an uncontrollable force beyond the control of the
Parties, including but not limited to, the failure of facilities, flood, earthquake, tornado, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material
shortage, sabotage, or restraint by a court order or public authority, which by the exercise of due
diligence and foresight such Party could not have reasonably been expected to avoid. Any Party
rendered unable to fulfill any obligation by reason of an uncontrollable force shall exercise due
diligence to remove such inability with all reasonable dispatch.
5.12 Breach, Notice and Remedies.
(a) Notification of Breach. If any Party commits a breach of this Agreement, the non-
breaching Party shall give Notice to the breaching Party that describes the breach in reasonable
detail.
(b) Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after the time the breaching Party receives such Notice and complete
the cure within fourteen (14) calendar days from the date of commencement of the cure; however,
if the breach is not reasonably susceptible to cure by the breaching Party within such 14-day period,
the non-breaching Party shall not bring any action so long as the breaching Party has commenced
to cure the default within such 14-day period and diligently completes the cure within a reasonable
time without unreasonable cessation of the work.
( c) Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek an action under
the Uniform Declaratory Judgment Act, specific performance, mandamus, injunctive relief, and
other remedies described in this Agreement; provided, however, that the non-breaching Party shall
not be entitled to terminate this Agreement and each Party specifically waives any right such Party
has or in the future may have to terminate this Agreement. It is understood and agreed that no
Party shall seek or recover actual, consequential or any other type of monetary damages or awards,
including but not limited to attorney's fees, in the event that any Party brings suit under or related
to this Agreement.
(d) Governmental Powers; Waiver of Immunity. By execution of this Agreement,
neither the City nor the District waive or surrender any of their respective governmental powers,
Utility and Infrastructure Agreement Page 14
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
therein or provided for herein.
5 .14 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 .15 Exhibits. All exhibits attached to this Agreement are incorporated into this
Agreement by reference for the purposes set forth herein, as follows:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Map of Original Alpha Ranch Property and
Additional Property
Legal Description of Additional Property
Sewer Exhibit
Water Exhibit
Form of Assignment
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 15
CITY OF FORT WORTH
anager
Date:--"-=l U---'---'(---=--i0 {£...C.._~-=L'----------
APPROVED AS TO FORM AND
LEGALITY: zfU L,,/LA--
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.
Utility and Infrastructure Agreement Page 16
I
ATTEST:
ALPHA RANCH WATER CONTROL AND
IMPROVEMENT DISTR;ICT OF DENTON
AND WISE COUNTIES
Date: / } / 2 } 2 3
I
Utility and Infrastructure Agreement Page 17
OWNER
CTMGT AR III, LLC
a Texas limited liability company
By: CENTAMTAR TERRAS, LLC,
a Texas limited liability company,
Its: Manager
By: CTMGT, LLC,
a Texas limited liability company,
Its: Manager
By U-+J~
Name: Mehrdad Moayedi
Title: Manager
Utility and Infrastructure Agreement Page 18
Exhibit A
Map of Original Alpha Ranch Property and Additional Property
Exhibit A Page Solo
!:!ii PELOTON
1ijjj' •••• ,a,u1'a•• Alpha Ranch District
{)a,)t.ftr 2C2t
Exhibit B
Legal Description of Additional Property
Tract One -JLC Tract
Being a 267.266 acre tract ofland situated in the Smith County School Land Survey, Abstract No.
743, Wise County, Texas, being all of that certain called 261.000 acre tract of land conveyed to
JLC Farm, LLC, of record in Document No. 2016-03051 Official Records, Wise County, Texas,
and being described in described in partition deed as First Tract to Billy Boyd Logan, and wife,
Jan Logan as (East 100 acres of Block 4 & 6) and Second Tract to C.E. Griffeth and wife, June
Larue Griffeth (West 134 acres of Block 4 and 6) ofrecord in Volume 223, Page 305 of the Deed
Records of Wise County, Texas, said subdivision of Smith County School Land Survey in record
in Volume P, Page 347 of the Deed Records of Wise County, Texas, and a portion of a 47.5 acre
tract ofland out of Lot 5, Smith County School Land Survey, as described in deed to Scott Kelley,
recorded in Volume 243, Page 485, Deed Records, Wise County, Texas, also being a subdivision
of Smith County School Land Survey, Save and Except, Remainder of 5 acre (Parcel Two) Byron
Hatfield, Trustee, as described in Volume 412, Page 785 , Deed record Wise County Texas and
Save and Except 14.923 acres, to the State of Texas, as described in Volume 657, Page 320, Deed
Records, Wise County Texas, and being more particularly described by mete and bounds and
follows:
BEGINNING at a 1/2-inch iron rod found in County Road 4840, the Southwest comer of said 47.5
acre tract, same being the southeast comer of a 62.43 acre tract of land conveyed to Roberta Ann
Remillard by deed of record in Volume 246, Page 431 of the Real Property Records of Wise
County, Texas, and being in the North line of that certain called 285 acre tract of land described
in the deed to BDay Limited Partnership, recorded in Document No. 201811091, Official Records,
Wise County, Texas, from which a 1/2-inch iron rod found for reference bears S89°05'42"W, a
distance of 344.48 feet;
THENCE along the west line of the 47.5 acre tract, same being the east line of the said 62.43 acre
tract the following three (3) courses and distances:
1. N00°01'31 "W (N00°38'22"E 1333.33'), with the west line of the 47.5 acre tract, same being
the east line a distance of 1332.56 feet to a 5/8-inch iron rod with plastic cap stamped "Landpoint"
set (herein referred to as capped iron rod set) for comer;
2. S89°59'40"E (S89°21'15"E 1328.74'), a distance of 1328.74 feet to a capped iron rod set
for a comer;
3. N00°25'20"W (N00°13'05"E 1340.82'), a distance of 1340.11 feet to a capped iron rod set
for the Southeast comer of that certain called 21.335 acre tract ofland being described in the Deed
to Mendez, LTD., recorded in Volume 1040, Page 536, Deed Records, Wise County, Texas;
THENCE N00°22'38"W (S00°21'38"E), with the East line of said 21.335 acre tract of land, a
distance of282.40 feet to a capped iron rod set for the Southwest comer of that certain called 5.00
acre tract ofland described in the deed to Floyd Earl Gray and wife, Linda Griffeth Gray, recorded
in Volume 412, Page 785, Deed Records, Wise County, Texas;
Exhibit B Page 1
THENCE N89°48'22"E (S89°49'E), with the South line of said 5.00 acre tract of land, a distance
of 219 .11 feet to a capped iron rod set for the Southeast comer thereof;
THENCE N00°22'38"W (North 855.27'), with the East line of said 5.00 acre tract of land, a
distance of 855.30 feet to a capped iron rod set in the South Right-of-Way Line of State Highway
114 for the Northwest comer of the herein described, said comer being at STA. 182+67.66' (per
C.S.J. R.O.W. Map C.S.J. 353-01-017), from which a iron rod found for the northwest comer of
the remainder of 5.00 acre tract bears, S89°48'22"W, a distance of218.80 feet;
THENCE with the South right-of-way line of said State Highway 114, the following five (5)
courses and distances:
1. N89°48'22"E (record -S89°39'01 "E), a distance of 1432.03 feet (record -1432.34 feet) to
a capped iron rod set for comer;
2. S59°13'48"E (record -S59°13'48"E), a distance of 116.62 feet (record -116.62 feet) to a
capped iron rod set for comer;
3. N89°48'22"E (record -S89°39'01 "E), a distance of 900.00 feet (record -900.00 feet) to a
capped iron rod set for comer;
4. N89°03'08"E (record -N89°03'08"E), a distance of 760.07 feet (record -760.07 feet) to a
3/4-inch iron rod with cap stamped TXDOT found for comer;
5. N89°48'22"E (record -S89°39'01 "E), a distance of 580.45 feet (record -572.46 feet) to a
capped iron rod set for the northeast comer of said tract herein described, said comer being at ST A.
220+32.46 (per C.S .J. R.O.W. Map C.S.J. 353-01-017), from which a 5/8-inch iron rod found for
the northwest comer of that certain called 171.89 acre tract of land described in the deed to
CTMGT Alpha Ranch, LLC, recorded in Document No. 2012-9581, Official Records, Wise
County, Texas bears N88°57'33"E, a distance of34.14 feet ;
THENCE S00°03'49"E (S00°03'46"E), with the west line of said 171.89 acre tract ofland and with
a west line of that certain called 1122.139 acre tract ofland described in the deed to CTMGT Alpha
Ranch, LLC , recorded in Document No. 2012-9545, Official Records, Wise County, Texas, a
distance of 2416.66 feet to a capped iron rod set for a reentrant comer of said 1122.139 acre tract
of land and the most easterly Southeast comer of said tract herein described, same being the
southeast comer of Lot 4, Smith County School Lands Subdivision;
THENCE S89°22'30"W (N89°27'32"E 3744.75'), with the south line of the 266.254 acre tract,
same being the south line of the east 100 acre portion of Lots 4 & 6 and the north line of said
1122.139 acre tract of land; a distance of 3752.34 feet to a concrete monument found at the
northeast comer of the 47 .5 acre tract, same being an angle point in the west line of the 1122.139
acre tract;
THENCE S00°03'24"W (N00 °08'07"E 1320.58'), with the east line of the 47.5 acre tract, same
being the west line of said 1122.139 acre tract ofland a distance of 1321.28 feet to a point in said
County Road 4840 at the northeast comer of said 285 acre tract of land and the most southeast
comer of the 47.5 acre tract, from which a mag nail found for reference bears N88°47'38"E, a
distance of 3. 79 feet;
ExhibitB Page2
THENCE N89 °48'30"W (S89 °34'39"E 1555 .66'), along the south line of the 47 .5 acre tract, the
south line of Lot 5, Smith County School Lands Subdivision, the approximate centerline of County
Road 4840 and with the north line of said 285 acre tract ofland, a distance of 1551. 71 feet to the
POINT OF BEGINNING and containing 267.266 acres ofland.
Tract Two -Day Tract
Being all that certain tract or parcel ofland situated in the M.E.P. & P.R.R. Co. Survey , Abstract
No. 632, Wise County , Texas , being all of that certain called 285 acre tract of land described in
the deed to BDAYT Limited Partnership, recorded in Document No. 201811091, Official Records,
Wise County , Texas and being more particularly described by mete and bounds and follows:
BEGINNING at the Southeast comer of the tract being described herein at a 3/8-inch iron rod
found in the West line of that certain called 1122.13 9 acre tract ofland described in the deed to
CTMGT Alpha Ranch, LLC , recorded in Document No. 2012-9545, Official Records , Wise
County , Texas for the Northeast comer of that certain tract of land described in the deed to Ann
Lindsey ReMillard Draudt, recorded in Document No. 2008-19730 , Official Records, Wise
County, Texas and the Southeast comer of said 285 acre tract ofland, from which a 1/2-inch iron
rod found for the Southwest comer of said 1122.139 acre tract of land bears S00 °02'26"W, a
distance of 688.16 feet ;
THENCE S89 °46'09"W (West 3116.67'), with the North line of said Draudt tract of land and the
South line of said 285 acre tract of land, a distance of 2840 .97 feet to a 4-inch steel fence comer
post found for the Southeast comer of that certain tract of land described in the deed to Max
Lindsey Jr. and wife, Beverly Lindsey, recorded in Volume 1519 , Page 187, Official Records ,
Wise County, Texas and the Southwest comer of said tract herein described;
THENCE N00 °39'28"E (North 3983 .33'), with the East line of said Lindsey tract ofland, a distance
of 1985.74 feet to a 1/2-inch iron rod found for the Northeast comer thereof and the Southeast
comer of that certain called 59.73 acre tract of land described in the deed to Craig K. Lindsey,
recorded in Volume 246 , Page 427, Deed Records, Wise County , Texas ;
THENCE N00 °35'47"E (North 3983.33'), with the East line of said 59.73 acre tract ofland, passing
at a distance of 1960.29 feet a 4-inch steel fence comer post found for reference and continuing on
said course for a total distance of 1977 .58 feet to a point in County Road 4840, in the South line
of that certain called 62.43 acre tract of land described in the deed to Wanda L. Foster, recorded
in Volume 246 , Page 419 , Real Records, Wise County , Texas for the Northwest comer of said
tract herein described , from which a RR spike found for reference bears N25 °26'36"W, a distance
of 2.21 feet ;
THENCE S89 °40'20"E (East 3116.67'), along said County Road 4840 and with the South line of
said 62.43 acre tract ofland, a distance of 557.81 feet to a Mag Nail found for comer;
THENCE N89 °05'37"E (East 3116.67'), continuing along said County Road 4840 and with the
South line of said 62.43 acre tract of land, a distance of 346.10 feet to a 1/2-inch iron rod found
Exhibit B Page 3
for the Southeast comer thereof and the Southwest comer of that certain tract of land described in
the deed to Roberta Ann ReMillard, recorded in Volume 246 , Page 431 , Real Records, Wise
County , Texas;
THENCE N89 °05'42"E (East 3116.67'), continuing along said County Road 4840 and with the
South line of said ReMillard tract of land, a distance of 344.48 feet to a 1/2-inch iron rod found
for the Southeast comer thereof.and the Southwest comer of that certain called 261.000 acre tract
ofland described in the deed to JLC Farms, LLC, recorded in Document No . 201603051, Official
Records , Wise County , Texas;
THENCE S89 °48'30"E (E ast 3116.67'), continuing along said County Road 4840 and with the
South line of said 261.000 acre tract of land, a distance of 1552.08 feet to in the West line of said
1122.139 acre tract of land for the most Southerly Southeast comer of said 261.000 acre tract of
land and the Northeast comer of said tract herein described, from which a Mag Nail found for
reference bears N88 °47'38"E, a distance of 3.79 feet;
THENCE S00°02'26"W (South 3983.33'), with the West line of said 1122.139 acre tract of land,
a distance of 3954.17 feet to the POINT OF BEGINNING and containing 256.399 acres of land.
ExhibitB Page4
Exhibit C
Exhibit C
Sewer Exhibit
Page Solo
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EXISTING 24" SS
LEGEND AND PIPE DIAMETERS
SEWER 1
_________ +10,800 LF
10"-27" (ALPHA)
27" (ULT.)
SEWER2
________ ±7 ,800 LF
8"-10 " (ALPHA )
15"-1 8" (U LT.)
SEWER3
______________ ±6,000 LF
8"-15" (ALPHA )
8"-18 " (ULT.)
SEWER 4
■■1 ■■1■■1■■111 ■1■■111 ■1■■1■m■■1■111■■1 ■m ■■1 ■ ±3.600 LF
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SEWER5
________ ±7,500LF
8"-24 " (ALPHA )
12 "-30" (ULT .)
---------EXISTING SS
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EXHIBIT C
SEWER EXHIBIT
FORT WORTH-TEX AS
NOVEMBER 2022
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Exhibit D
Exhibit D
Water Exhibit
Page Solo
114
~TEXAS
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TRACT
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r PROP. GRABEN NS/V
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(1 2'1 REQUIRED,
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Exhibit E
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,
CTMGT AR III, LLC , a Texas limited liability , and Alpha Ranch Water Control and Improvement
District of Denton and Wise Counties 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 E
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:
By: _________________ _
Printed Name: --------------
Title: -----------------
Exhibit E
Page2
ASSIGNEE :
By: ----------------
Printed Name: ------------
Title: ---------------
Exhibit E
Page 3
STATE OF TEXAS
COUNTY OF
§
§
This instrument was ACKNOWLEDGED before me on the day of
of ______ , 20 __ , by __________ the ------------'--
, on behalf of said ------------------
STATE OF TEXAS
COUNTY OF -------
§
§
Notary Public, State of Texas
My Commission Expires: ______ ..._
§
This instrument was ACKNOWLEDGED before me on the day of
of ______ , 20 __ , by __________ the _______ _
, on behalf of said -------------------
Notary Public, State of Texas
My commission expires: _____ _
Exhibit E
Page4