HomeMy WebLinkAboutContract 58861CiTY SECR ETARY si & {
CG!\ITRACT NO. e I
DEVELOPMENT AGREEMENT
This Development Agreement (this "Agreement") is entered into by the City of Fort Worth,
Texas , a home-rule municipal corporation situated in Tarrant, Denton, Johnson , Wise and Parker
Counties , Texas (the "City"), acting by and through its duly authorized Assistant City Manager,
and GRBK Edgewood LLC , a Texas limited liability company ("Owner").
RECITALS
A. Owner is the owner of approximately 573.69 acres ofland in Denton County , Texas
(the "County "), in the extraterritorial jurisdiction ("ETJ ") of the City , generally located south of
State Highway 114 , west of John Day Road, and north of Rancho Canyon Way , as described in
Exhibit A and depicted in Exhibit B (the "Property");
B. The Property consists of two tracts: the "Residential Tract" (herein so called and
identified as Parcel A on Exhibit B), which consists of approximately 498 acres of land proposed
for single -family residential uses; and the "Industrial Tract" (herein so called and identified as
Parcel Con Exhibit B), which consists of approximately 76 acres of land proposed for industrial
uses ;
C . Owner intends to and may develop the Property in accordance with this Agreement
and the Land Plan (the "Project");
D. On July 8, 2022 , Owner submitted, and the City received , a consent petition for the
creation of the RRl Municipal Utility District of Denton County (the "District") over the Property;
The Property is in the City 's water certificate of convenience and necessity
F. On November 17 , 2022 , the City approved that certain water system study for the
Project prepared by LJA and dated November 8, 2022 (the "Water Study");
G. On September 27 , 2022 , the City approved that certain sewer study for the Project
prepared by LJA and dated August 2022 (the "Sewer Study ");
H . On October 24 , 2022 , the City approved that certain traffic impact analysis prepared
by LJA , dated October 12 , 2022 , relating to the Project (LJA Project No . NT340 -0037) (the
"Traffic Study ");
I. On October 17 , 2022 , the City approved that certain preliminary drainage study for
the Project prepared by LJA and dated October 2022 (City File DS -22-0205) (the "Drainage
Study ")
J. The Parties intend that the Property will be anne xed by the City and developed in
phases within the City 's corporate limits ; . --~ ----, CSO REC;D
JAN 26 '23 Ai-il0:32
Deve lo pment Agree ment Between C ity of Fort Worth
and GRB p.~ood LLC cso ti./lJ
F~B 9 '?'"'· DM , • fl2 t. ,-'iJ [ a I ..6,.. \j
O flC8 RECORD
Cl SECRETARY
. WORTH, TX
Page I
K. The Parties have the authority to enter into this Agreement pursuant to
Section 212.171 , et seq ., of the Texas Local Go vernment Code ; and
L. The purposes of this Agreement include authorizing enforcement by the City of
certain municipal land use and development regulations , providing for design, construction, and
inspection of City infrastructure , providing for retail water and sewer service to the Property by
the City, establishing a procedure for annexation of the Property, and specifying the uses and
de velopment of the Property before and after annexation.
AGREEMENT
For and in consideration of the mutual covenants of the Parties set forth in this Agreement,
and for other good and val u able consideration the receipt and adequacy of which is hereby
acknowledged and agreed by the Parties , the Partie s agree as follows :
AR TICLE I
DEFINITIONS
"Assignee " means a successor to Owner as defined in Section 7 .03.
"CFA Ordinance " means Ordinance No. 23656 -05 -2019 adopted by the City Council on
May 7, 2019 (M & G-19532), as amended .
"Chapter 212 " means Chapter 212 , Texas Local Government Code.
"Chapter 395 " means Chapter 395 , Texas Local Government Code.
"City Infrastructure Standards" means the City 's ordinances , policies and regulations
relating to the construction of public infrastructure , including but not limited to the Installation
Policy and Design Criteria for Water, Sewer and Reclaimed Water Infrastructure ,; the
Transportation Engineering Manual , the Master Thoroughfare Plan, the Access Management
Policy ; the Pavement Design Manual , the Utility Construction Policy, the Stormwater Criteria
Manual , the Subdivision Ordinance , the Grading Ordinance , the Floodplain Ordinance , and all
other applicable ordinances , policies and regulations as of Effective Date.
"Development Studies" means the Water Study, the Sewer Study, the Traffic Study, and
the Drainage Study, collectively .
"Drainage Infrastructure " means the drainage infrastructure necessary for the Project that
is described and depicted in the Drainage Study.
"Effective Date " means the date this De velopment Agreement is full y ex ecuted by the
Parties.
"Land Plan" means the general plan of development for the Project, as depicted m
Exhibit C.
Deve lo pm ent Agreement Betwe en C ity of Fort Worth
and G RBK E dgewood LLC P age 2
"LJA" means LJA Engineering, Inc .
"Public Infrastructure" means the Water, Sewer, Roadway, and Drainage Infrastructure
(together with associated grading, landscaping , lighting , and signage) constructed to serve the
Property.
"Party" means, individually, the City , Owner , or Owner's successors and assigns
(including any Assignee) as permitted by this Agreement.
"Section 212 .904" means Section 212.904, Texas Local Government Code .
"Sewer Infrastructure" means the sewer infrastructure necessary for the Project that is
described and depicted in the Sewer Study.
"TCEO" means the Texas Commission on Environmental Quality.
"Transportation Impact Fee Ordinance" means City Code Chapter 30, Article VIII:
Transportation Impact Fees, et seq.
"Water Impact Fee Ordinance" means City Code Chapter 35, Article III , Division 2 :
Water and Wastewater Impact Fees , et seq .
"Water Infrastructure " means the water infrastructure necessary for the Project that is
described and depicted in the Water Study .
"Zoning Ordinance" means Ordinance No . 21653, together with any amendments thereto
that are in effect on the Effective Date , codified as Appendix "A" to the City Code.
AR TICLE II
PERMITTED USES; DEVELOPMENT REGULATIONS
2.01 Permitted Uses. The Residential Tract shall be developed in accordance with the
permitted uses and development regulations applicable to the City's "A-5" One-Family Residential
District, as set out in Sections 4.603 and 4.705 of the Zoning Ordinance . The Industrial Tract shall
be developed in accordance with the permitted uses and development regulations applicable to the
City's "K" Heavy Industrial District, as set out in Sections 4 .803 and 4 .1004 of the Zoning
Ordinance.
2.02 Applicable Regulations for Development within the City's Corporate Limits. Upon
annexation of the Property, or any portion thereof, by the City in accordance with this Agreement,
the annexed land shall thereafter be developed in accordance with this Agreement and all City
ordinances that are generally applicable within the City 's corporate limits and in effect on the
Effective Date.
Development Agreement Between City of Fort Worth
and GRBK Edgewoo d LLC Page 3
2.03 Applicable Regulations for Development within the City's ETJ. If the City does
not annex the Property or any portion thereof as permitted by this Agreement, then for any such
non-annexed land: (i) it may be developed in accordance with all City ordinances that are generally
applicable within the City's ETJ and in effect on the Effective Date; and (ii) the City shall , upon
Owner request, provide continuous and adequate retail water and sewer services to the Project at
the outside city limit rate on the same terms of design/construction standards/policy as provided
within the corporate limits of the City and without discrimination .
2.04 Conflicts. Owner may develop and use the Property , or any portion thereof, in
accordance with this Agreement before and after annexation by the City. In the event of any
conflict between this Agreement and any City regulation, including without limitation the Zoning
Ordinance , or any subsequent amendment thereto relating to the Property, this Agreement will
prevail except as expressly agreed in writing by the Owner of such property. Any established use
of the Property or a portion thereof that may be in conflict with the City's zoning ordinances at the
time of annexation shall be deemed a legal use and shall not be considered to be a nonconforming
use provided such use is in compliance with this Agreement.
ARTICLE III
OVERVIEW OF DEVELOPMENT PROCESS
3.01 Applicability. The Property shall be developed in accordance with this Agreement ,
the Development Studies, and the development process for land in the City's corporate limits or
the City's ETJ , as applicable.
3 .02 Jurisdiction, Review, and Approval of Plats.
(a) Jurisdiction. The City shall exercise exclusive jurisdiction over the review
and approval of preliminary and final plats , amending plats, replats and minor replats for the
Property, in accordance with that certain Interlocal Cooperation Agreement Between the County
of Denton and the City of Fort Worth Regarding Plat Approval Jurisdiction in the City's ETJ,
dated January 13, 2004 (CSC 29491), and the Addendum thereto dated September 14, 2004 (CSC
30507), except as set out in this section.
(b) Standard of Review . All plats shall be submitted to the City for review,
which shall be limited to substantial conformance with this Agreement, the Land Plan, the
Development Studies , state and federal law, and the otherwise applicable City Infrastructure
Standards. The Development Studies satisfy the requirements of the City 's Subdivision
Ordinance, and no other studies shall be required for submission of any preliminary plat( s) for the
Property if the plats match the configuration and the approved density and land use in the
Development Studies. All final plats shall be reviewed and approved for substantial conformance
with the approved preliminary plat. Minor adjustments to roads , easements, lots, drainage and
other infrastructure between a final plat and the approved preliminary plat shall be reviewed by
the City in accordance with Chapter 212, the Subdivision Ordinance, and the City Infrastructure
Standards. All plats submitted to the City shall be timely reviewed and approved in accordance
with Chapter 212 .
Development Agreement Between City of Fort Worth
and GRBK Ed gewood LLC Page 4
3.03 Design and Construction of Public Infrastructure. All Public Infrastructure shall be
designed and constructed in accordance with this Agreement, the Development Studies, and the
City Infrastructure Standards .
3.04 Land Plan Revisions. Owner may, from time to time and with Notice to the City ,
freely revise the Land Plan for all or any portion of the Property, provided that : (i) no final plat has
been approved for the affected area of the Property; and (ii) the revision otherwise complies with
this Agreement, the Development Studies, and the applicable City regulations. Any revised Land
Plan shall be deemed an amendment to this Agreement and Exhibit C.
ARTICLE IV
RETAIL WATER & SEWER SERVICE;
PUBLIC INFRASTRUCTURE
4.01 Retail Water and Sewer Service. Upon (i) the construction by Owner and
acceptance by the City of all water and sewer facilities necessary to serve the Project, including
the Water Infrastructure and Sewer Infrastructure, and (ii) the payment of the fees described in
Section 4.05 , hereof, the City shall provide continuous and adequate retail water and sewer service
to the Property on the same terms and at the City 's generally applicable rates for comparable
classes of customers located within the corporate limits of the City.
(a) Water Capacity. The peak water demand approved by the City to the
Property is 1,543 gallons per minute maximum daily flow , consistent with the Water Study.
4.02 Water and Sewer Infrastructure. Owner shall design and construct (or cause to be
designed and constructed) all on-site water and sewer distribution and collection lines and
appurtenances necessary to serve the Property, as well as the Water Infrastructure and the Sewer
Infrastructure. Such facilities and infrastructure may be constructed and dedicated to the City in
phases.
4 .03 Roadway and Drainage Infrastructure.
(a) Roadway Infrastructure. Owner shall design and construct (or cause to be
designed and constructed) all roadway and drainage facilities and their appurtenances necessary
for the Project as determined by the City in accordance with Section 212.904. Said requirement
shall include the requirement to construct all internal street and appurtenances necessary for the
Project in accordance with applicable City ordinances. The arterials required for the development
have been identified in Section V of the Traffic Study , but the length, number of lanes , and
intersection improvements have not been determined in the Traffic Study . Such facilities and
infrastructure may be constructed and dedicated to the City in phases as approved by the City .
(b) Drainage Infrastructure. Owner shall design and construct ( or cause to be
designed and constructed) all on-site drainage facilities and their appurtenances necessary to serve
the Property , including the Roadway Infrastructure and the Drainage Infrastructure . Such facilities
and infrastructure may be constructed and dedicated to the City in phases .
Develo pm ent Agreement B etween C ity of Fo rt Wo rth
and GRBK Edgewood LL C P age 5
4 .04 Oversizing of Public Infrastructure . The calculation of the City's participation for
oversizing public infrastructure beyond the capacity needed to serve the Property shall be in
accordance with state law (including Section 212 .904 , Texas Local Government Code), the CFA
Ordinance , and the Unit Price Ordinance , as each may be amended.
4 .05 Fees .
(a) Transportation Impact Fees . When Section 2.02 applies , the Property is
subject to the payment of transportation impact fees once the Property i s annex ed into the City's
corporate limits and incorporated into a transportation impact fee service area adopted by the City
Council. Refer to Section 5 .01 for the timing of the annexation for the Property. The City may
assess and collect transportation impact fees adopted by the City in accordance with Chapter 395
and the Transportation Impact Fee Ordinance , as amended. Transportation Impact Fees shall be
as sessed at the time of the approval of a final plat and shall be collected at the time an application
for a building permit is filed at the collection rate in effect at the time of building permit
application .
(b) Water and Wastewater Impact Fees . When Section 2.02 or Section 2.03
applies , and subject to the City's performance of its obligations in Section 4.01 hereof, the City
may assess and collect impact fees adopted by the City in accordance with Chapter 395 and the
Water and Wastewater Impact Fee Ordinance on the same terms as if the Property were a new
service within Fort Worth 's Utility Service Area, which includes the City 's corporate limits as well
as surrounding communities and utility districts served by the Fort Worth Water Department.
Water and Wastewater Impact fees shall be assessed at the time of recordation of a final plat. When
Section 2 .02 applies , the fees are collected at the time an application for a building permit is filed
for land located within the City's corporate limits . When Section 2.03 applies , the fees are
collected at the time an application is made for an individual met er connection to the City 's water
system, in accordance w ith Chapter 395 and the Water and Wastewater Impact Fee Ordinance, as
amended .
( c) Service Connection Fees . Tap or service connection fees and meter deposits
for water and sewer service provided within the Property by the City shall be assessed and collected
at the same rates and at the same time as within the City limits , regardless of whether the Property
is located within the City limits or within the ETJ.
(d) Other Fees . The City may collect water main capacity charges , sewer per
acre charges , and front foot charges consistent with city ordinance as amended at time of platting.
The following fees are applicable:
(1) Water main capacity charge for the Tradition NS3 Offsite 36 -inch
at an originally established rate before 2019 of $180 ,932.00 per MGD, which will be
inflated per City ordinance at the time of final plat(s) submittal. The Property has been
previously allocated 1,055 GPM within the Tradition NS3 Offsite 36 -inch main and all
water allocation for the Property above 1,055 GPM will be assessed .
De ve lopm ent Ag reement Betwee n C ity of Fo rt Worth
and G RBK Edgewood L LC Page 6
(2) "Sanitary Sewer Main & 12 -inch Sewer Main to Serve Sendera
Ranch" Per Acre Charge, at an originally established rate before 2019 of $340 .96 per
acre, which will be inflated per City ordinance at the time of final p lat(s) submittal.
ARTICLE V
ANNEXATION; ZONING
5.01 Annexation . In conjunction with the submission of a preliminary plat for all or any
portion of the Property (each, a "Plat"), Owner shall , pursuant to Subchapter C-3 , Chapter 43,
Texas Local Government Code ("Subchapter C-3"), submit a petition for the voluntary annexation
of the area covered by the Plat. The City's authority to annex the area covered by each Plat is,
however , conditioned upon and subject to the approval of the Plat in accordance with this
Agreement. Only upon such approval of the Plat by the City Plan Commission may the City
initiate the annexation of the affected area of the Property in accordance with Subchapter
C -3.
5.02 Zoning . Immediately following the annexation of the Property (or any portion
thereof), the City shall, with respect to land within the Residential Tract, call a hearing to consider
"A-5" One-Family Residential Zoning , and , with respect to land within the Industrial Tract, call
a hearing to consider "K" Heavy Industrial. The Owner acknowledges that this Agreement does
not in any way guarantee that the City Council will grant the Owner the particular zoning
requested .
ARTICLE VI
BREACH, NOTICE, AND REMEDIES
6 .01 Notification of Breach. If a 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.
6.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen ( 14) calendar days after receipt of such Notice and shall 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 fourteen (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 fourteen (14) day period and diligently completes the work within a
reasonable time without unreasonable cessation of the work.
6.03 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 any relief available at law
or in equity , including , but not limited to, an action under the Uniform Declaratory Judgment Act,
specific performance, mandamus and injunctive relief; provided, however, that the non-breaching
Party shall not be entitled to monetary damages or 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 wi ll 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
Development Agre ement Between C ity of Fort Worth
and GRBK Edgewood LLC Page 7
any Party brings suit under or related to this Agreement. No default under this Agreement shall
entitle the aggrieved Party to suspend performance under this Agreement unless the portion of the
Property for which performance is suspended is the subject of the default (for example , the City
shall not be entitled to suspend its performance with regard to the development of "Tract X" by
"Developer A" based on the grounds that Developer A is in default with respect to an y other tract
or based on the grounds that any other developer is in default with respect to any other tract) unless
the default is in the nature of the failure to undertake a shared obligation as between such tracts or
developers.
ARTICLE VII
ADDITIONAL PROVISIONS
7.01 Term . The term of this Agreement is 15 years from the Effective Date.
7.02 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 gi v en:
(i) when the Notice is delivered in person to the person to whose attention the Notice is addressed ;
(ii) when received if the Notice is deposited in the United States Mail, certified or registered mail ,
return receipt requested , postage prepaid ; and (iii) 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 Party as provided in this Section
7.02.
To the City:
City of Fort Worth, Texas
200 Texas Street
Fort Worth, Texas 76102
Attn: City Manager
City of Fort Worth , Texas
200 Texas Street
Fort Worth, Texas 7 6102
Attn: Development Services Director
To Owner :
GRBK Edgewood LLC
Attn: Bobby Samuel , Vice President
2805 Dallas Parkway, Suite 400
Plano , Texas 75013
Deve lo pment Agr eem ent B etwee n C ity of Fo rt Wo rth
and GRBK Edgewood LLC Page 8
With copy to:
Green Brick Partners, Inc.
Attn: Hilary Liston, General Counsel -Real Estate
2805 Dallas Parkway, Suite 400
Plano, Texas 75013
7.03 Assignment.
(a) By Owner to Successor Owners. 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 Assignee is an owner of any portion of the Property or will become an
owner of any portion of the Property within fifteen (15) days after the assignment. Each
assignment shall be in writing in the form attached as Exhibit D , shall be executed by Owner and
the Assignee , and shall obligate the Assignee to be expressly bound by this Agreement to the extent
this Agreement applies or relates to the obligations , rights , title , or interests being assigned. Owner
shall provide a copy of each assignment to all Parties within fifteen (15) days after execution.
From and after such assignment is executed by Owner and Assignee, the City agrees to look solely
to the Assignee for the performance of all obligations assigned to the Assignee and agrees that
Owner shall be released from subsequently performing the assigned obligations and from any
liability that results from the Assignee 's failure to perform the assigned obligations ; provided ,
however, if a copy of the assignment is not received by the City within fifteen (15) days after
execution, Owner shall not be released until the City receives such assignment. No assignment
by Owner shall release Owner from any liability resulting from an act or omission by Owner that
occurred prior to the effective date of the assignment unless the City approves the release in
writing. Owner shall maintain written records of all assignments made by Owner to Assignees ,
including a copy of each executed assignment and the Assignee's Notice information as required
by this Agreement , and, upon written request from any Party or Assignee , shall provide a cop y of
such records to the requesting person or entity. Upon request by Owner or an Assignee , the City
shall provide an estoppel certificate which shall include , but not necessarily be limited to ,
statements that this Agreement is in full force and effect without default ( or if default exists the
nature of default and curative action , which should be undertaken to cure same), and such other
matters reasonably requested by the party(ies) to receive the certificate . A reasonable fee may be
imposed by the City to cover its costs to review and execute the requested estoppel certificate.
( c) By the City. The City shall not assign this Agreement , in whole or in part,
and including any obligation, right , title , or interest of the City under this Agreement, to any
person, entity , or political subdivision without the prior written approval of Owner.
7 .04 Encumbrance by Owner and Assignees . 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
Deve lo pm ent Agreem ent Between C ity of Po rt Wo rth
and GRBK Edgewo od LL C P age 9
liability; or (b) unless the Lender becomes an Assignee pursuant to this section. A Lender becomes
an Assignee with respect to any portion of the Property only when: (a) the Lender holds fee simple
title to such portion of the Property for more than one year; or (b) holds fee simple title to such
portion of the Property and takes any action to develop such portion of the Property ( excluding
action ordinarily and customarily taken by lenders to protect the value of unimproved land and to
prepare such unimproved land for sale to prospective purchasers). Notwithstanding the foregoing,
however, this Agreement shall continue to bind the Property and shall survive any transfer,
conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a Lender,
whether judicial or non-judicial. Any purchaser from or successor owner through a Lender of any
portion of the Property shall be bound by this Agreement and shall not be entitled to the rights and
benefits of this Agreement with respect to the acquired portion of the Property until all defaults
under this Agreement with respect to the acquired portion of the Property have been cured.
7 .05 Recordation and Applicability to Lot Owners. Pursuant to the requirements of
Section 212.172(c), Texas Local Government Code , Owner shall record this Agreement, and all
amendments to this Agreement, in the Real Property Records of Denton County , Texas , and shall
provide a file -marked copy of the recorded Agreement to the Development Services Director
within ten (10) days after its execution. This Agreement shall be binding upon the Property,
the City, Owner, any Lender that has become an Assignee, and any other Assignee, and their
respective successors and assigns. The Parties agree that this Agreement benefits and burdens
the Property and touches and concerns the Property. The rights and obligations under this
Agreement are intended to be covenants running with the Property. Notwithstanding the
foregoing, this Agreement is not binding upon, and shall not constitute any encumbrance to title
as to any Lot Owner except each Lot Owner is bound by Article II during the term of this
Agreement.
7 .06 No Waiver. Any failure by a Party to insist upon strict performance by the 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 .
7.07 Reservation of Rights and Claims. This Agreement constitutes a "permit" as
defined in Chapter 245, Texas Local Government Code , as amended , that is deemed filed with the
City on the Effective Date. Except as expressly provided in this Agreement, Owner does not, by
entering into this Agreement, waive any rights arising under Chapter 245, as amended, under
Chapter 43 of the Local Government Code , as amended , or under any other provision oflaw.
7.08 Governing Law and Venue . THIS AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO
CO TRACTS 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 DENTON COUNTY, TEXAS, AND HEREBY SUBMIT TO THE
Development Agreement Between C ity of Fort Worth
a nd GRB K Edgewood LLC Page 10
JURISDICTION OF THE COURTS OF DENTON COUNTY, TEXAS, AND HEREBY AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
7.09 Performance Requirements; Force Majeure. Time is of the essence in the
performance by the Parties of their respective obligations under this Agreement. Whenever
performance is required , the Party must use good faith and due diligence to perform and take all
necessary measures to perform, but if completion of performance is delayed by reason of acts of
God, civil commotion, terrorism, strikes, picketing, casualty, or other similar matter beyond the
reasonable control of the Party, then the time for performance will be appropriately extended by
the amount of delay so caused, and the Party so delayed shall resume full performance at the
earliest possible time.
7.10 Severability. The provisions of this Agreement are severable and, in the event 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 pro vision shall
be deemed substituted in lieu of the provision so severed which new provision shall, to the extent
possible , accomplish the intent of the Parties evidenced by the provision so severed.
7.11 Changes in State or Federal Laws . If any state or federal law changes to make it
impossible for a Party to perform its obligations under this Agreement, the Parties will cooperate
to amend this Agreement in such a manner that is most consistent with the original intent of this
Agreement as legally possible.
7 .12 Additional Documents and Acts . The Parties agree that at any time after execution
of this Agreement, the y will, upon request of the other Party, execute and/or exchange any other
documents necessary to effectuate the terms of this Agreement and perform any further acts or
things as the other Party may reasonably request to effectuate the terms of this Agreement.
7 .13 Captions. Captions and headings used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
7 .14 Amendment. Except as otherwise provided herein, this Agreement may only be
amended by written agreement of the Parties.
7 .15 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
Developme nt Agreeme nt Between City of Port Worth
and GRBK E dgewood LLC P age 11
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 .
7.16 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City
and Owner, and neither the City nor Owner intends by any provision of this Agreement to create
any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this
Agreement or otherwise upon anyone other than the City and Owner.
7 .17 Authority to Execute. The City warrants that this Agreement has been approved by
the City Council in accordance with all applicable public meeting and public notice requirements
(including, but not limited to , notices required by the Texas Open Meetings Act) and that the
individual executing this Agreement on behalf of the City has been authorized to do so. Owner
warrants that the execution of this Agreement is duly authorized in conformity with the articles of
incorporation, bylaws, partnership agreement or other applicab le organizational documents of
Owner and that the individual executing this Agreement on behalf of Owner has been authorized
to do so.
7.18 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the
Effective Date; (b) contribute to the basis upon which the Parties negotiated and entered into this
Agreement; and ( c) reflect the final intent of the Parties as stated therein. In the event it becomes
necessary to interpret any provision of this Agreement, the intent of the Parties , as evidenced by
the recitals, shall be taken into consideration and , to the maximum extent possible, given full effect.
The Parties have relied upon the recitals as part of the consideration for entering into this
Agreement and, but for the intent of the Parties reflected by the recitals , would not have entered
into this Agreement.
7.19 Exhibits . All exhibits attached to this Agreement are incorporated as part of this
Agreement for the purposes set forth herein, as follows :
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Property Description
Property Depiction
Land Plan
Form of Assignment and Assumption Agreement
7.20 Takings Impact Assessment. Owner expressly and unconditionally waives and
releases the City from any obligation to perform a takings impact assessment under the Texas
Private Real Property Rights Act, Texas Government Code Chapter 2007 , as it may apply to this
Agreement or the Property.
7 .21 Conspicuous Provisions. The Parties acknowledge that the provisions of this
Agreement set out in bo ld , CAPITALS ( or any combination thereof) satisfy the requirements for the
express negligence rule and/or are conspicuous .
7 .22 Counterpart Originals . This Agreement may be executed in counterparts , each of
which shall be deemed to be an original.
Development Agreement Between C ity of Fort Worth
and GRBK Ed gewood LL C P age 12
7 .23 Disclosures. Owner acknowledges that Owner is not required to enter into this
Agreement and that annexation proceedings are subject to Owner 's consent. This consensual
annexation is authorized and governed by Subchapter C-3 of Chapter 43 of the Texas Local
Government Code . Under Subchapter C-3 , the City must conduct one (1) public hearing , provide
notice of this public hearing between ten (10) and twenty (20) days prior to the hearing , and
negotiate a service plan with Owner. The annexation ordinance may be adopted at the conclusion
of the public hearing. In accordance with Section 2 l 2.172(i), Texas Local Government Code ,
immunity from suit for the purpose of adjudicating a claim for breach of this Agreement is waived .
The Parties acknowledge that this section complies with Section 212.l 72(b -l ), Texas Local
Government Code .
[R emainder of Page In tentionally Left Blank;
Signature Pages Follow]
Development Ag reem ent Between C ity of Fort Worth
and GRBK Edgewood LLC Page 13
CITY OF FORT WORTH
By:
Date :
This instrument was acknowledged before me, on th~y of ~~ 2023,
by Dana Burghdoff, Assistant City Manager of the City of Fort Worth, Tex~ of said
City .
Development Agreement Between City of Fort Worth
and GRBK Edgewood LLC
~~
Notary Public, State of Texas
My Commission Expires:
3 -31 -2-02-o/
Signature Page
OWNER
GRBK EDGEWOOD LLC , ::exas~mp~y
Name : Bobby L. Samuel , III
Title: Vice President
ST A TE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on this /§;iay of January 2023 by Bobby
L. Samuel, III , Vice President of GRBK Edgewood LLC , a exas limited Ii bi 'ty company , on
behalf of said company .
[SEAL]
KRISTY LYN CHANDLER
Notary ID 11'129770238
My Commission Expires
April 1, 2026
Devel o pment Agreem ent Between C ity o f Fo rt Worth
and G RBK Edgewood LLC S ig nature Page
E xhibit A
Property Description
BEING a tract ofland situated in the G . Overton Survey , Abstract No . 972, Denton County , Texas ,
being all of Parcels A and C conveyed to GRBK Edgewood LLC, by deed recorded in Document
No 2021-227988 of the Deed Records, Denton County, Texas (DRDCT) with the subject tract
being more particularly described as follows:
BEGINNING at a 5/8" iron rod found for the northwest comer of said Tract A, also being on the
south line of the Songbird Addition , recorded in Cabinet H , Page 83 of the Plat Record s, Denton
County , Texas (PRDCT);
THENCE S 89 °39'3 l" E, 1584.40 feet along the south line thereof to a 3/8" iron rod found for the
southwest comer thereof, also being on the west line of Parcel B conveyed to GRBK Edgewood
LLC ;
THENCE along Parcel B, the following:
S 00 °50'16" W , 149.47 feet;
S 32 °16'33" E, 724.36 feet ;
S 42 °58'30" E, 240.57 feet;
N 65 °46'33" E, 438.63 feet;
N 21 °22'27" E , 98.79 feet;
N 58 °40 '30" E, 107 .70 feet ;
S 50 °22'55" E, 150.54 feet ;
Around a non-tangent curve to the left hav ing a central angle of 20 ° 10'34", a radius of 612.12
feet , a chord of S 75 °57'30" E-214.44 feet, an arc length of215.55 feet;
S 89 °59'47" E, 276 .00 feet ;
S 43 °01'03'' E, 1453.97 feet;
S 01 °06'10" W, 183.76 feet;
And N 88 °40'27" E, 3143.36 feet to the west line of John Day Road , a variable width right-of-
way;
THENCE along the west line thereof, the following:
Development Agreement Between City of Fort Worth
and GRBK Edgewood LLC Exhi bi t A, Page I
S 34°47'10 11 W, 26 .93 feet;
S 62°10'55 11 E, 12.72 feet;
Around a non-tangent curve to the left having a central angle of 12 °41 '33 11
, a radius of 1255.00
feet, a chord of S 20 °59'57 11 W -277.45 feet, an arc length of 278.02 feet;
S 14°39'4911 W, 155.95 feet;
S 69 °03'47 11 W, 146.05 feet;
S 00°33'12 11 E, 12.88 feet;
S 15°29'40 11 E, 31.59 feet;
N 81°01'51" E, 108.61 feet;
S 14°42'34" W, 229.70 feet;
N 61 °16'47" W, 45.12 feet;
Around a non-tangent curve to the left having a central angle of02 °31'40", a radius of 1300.00
feet, a chord of S 15°23'39 11 W -57.35 feet, an arc length of 57.35 feet;
S 00 °33'12 11 E, 132.15 feet;
S 81 °31'36 11 E, 17.45 feet;
Around a non-tangent curve to the left having a central angle of 06 °35'48 11
, a radius of 1255.00
feet, a chord of S 05 °03'47 11 W -144.41 feet, an arc length of 144.49 feet;
S 01 °55'09 11 W, 71.89 feet to a point from which a 5/8" iron rod with plastic cap found;
And S 00 °32'3 l II E, 1546.82 feet to the n01thwest corner of Lot 1, Block 1, John Day Substation
Addition, according to the plat recorded in Document No. 2018-286 PRDCT;
THENCE S 89 °21'42 11 W, 7105.32 feet to a point from which a 5/8" iron rod with plastic cap
found;
THENCE N 00 °20'47" W, 4690.20 feet to the POINT OF BEGINNING with the subject tract
containjng 24 ,989,856 square feet or 573.69 acres of land.
Development Agreement Between City of Fort Worth
and GRBK Edgewood LLC
f+ \:cJ)
Exhibit A, Page 2
750 0 -----750 1,500 ,
1" = 1,500 '
Basis of bearing :
State Plane Coordinate
System, North Texas
Central Zone 4202, North
American Datum of 19B3.
Adjustment Realization
2011 .
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Donton County Land
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Exhibit B
Property Depiction
LEGEND
1/,/' ~I • / , K HEAVY INDUSTRIAL LAND USE
1><><3 A-5 SINGLE-FAMILY LAND USE
Tract 3
e&Mary5
Allla~Woet LP
Doc. No. 2020-124950 OPRDCT
6rerwl Olna LMne Tn.ist;
Doc. No. 2012-68426 OPROCT
AM& & Mary Smith
Doc. No. 2000-48473 OPRDCT
D . No. 2009-4
~----1------------1 OPRDCT
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EXHIBIT A
Development Agreement Between C ity of Fort Worth
and GRBK Edgewood LLC
Denton County L.lnd
&~LP
JOHN DAYIWAD
able width ROW
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&c.ttle 2 LI"
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Doe. No. 2010-481HJ OPRDCT
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Exhibit D
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 Development
Agreement (City Secretary Contract No. ___ , M & C -___ (the "Agreement") effective
as of __________ , between the City of Fort Worth and GRBK Edgewood LLC , a
Texas non-profit corporation, relating to the development of the 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.
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
Development Agreement Between C ity of Fort Worth
and GRBK Ed gewood LLC E xhibit D, P age I
PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW
RULES OR PRINC IPLES 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 legall y
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.
Deve lopm ent Agreement Between C ity of Fort Worth
and GRBK Edgewood LL C
ASSIGNOR:
By: _________________ _
Printed Name : --------------
Title : -----------------
Exhibit D, P age 2
ASSIGNEE:
Development Agreement Between City of Fort Worth
and GRBK Edgewood LLC
By: ________________ _
Printed Name: ----------------Title : -------------------
Exhibit D, Page 3
STATE OF TEXAS
COUNTY OF -------
§
§
This instrument was ACKNOWLEDGED before me on the
, the _______ , 20 __ , by ----------
, on behalf of said -------------------
Notary Public , State of Texas
day of
of
My Commission Expires : ______ _
STATE OF TEXAS
COUNTY OF -------
§
§
§
This instrument was ACKNOWLEDGED before me on the day of
of ______ , 20 __ , by , the ------------------
, on behalf of said -------------------
Deve lo pm ent Agree ment B etwe e n C ity of Fo rt Wo rth
and G RBK E dgewood LL C
Notary Public , State of Texas
My Commission Expires: ______ _
My Commission Expires : ______ _
Exhibit D , Page 4
EXHIBIT "A"
The Transferred Premises
Development Agreement Between City of Fort Worth
and GRBK Edge wood LLC Exhibit D, Page 5
2/9/23 , 11 :56 AM M&C Revie w
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA
Create New From This M&C
DATE:
CODE:
111812022 REFERENCE
NO.:
L TYPE:
**M&C 22-
0897
06PRE-ANNEXATION
LOG NAME: DEVELOPMENT AGREEMENT -
GRBK EDGEWOOD, LLC.
PUBLIC
CONSENT HEARING: NO
SUBJECT: (ET J Future CD 7) Authorize Execution of a Pre-annexation Development Agreement with
GRBK Edgewood, LLC. for 573 Acres of Land Located in Fort Worth's Extraterritorial
Jurisdiction in Denton County
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a pre-annexation
development agreement between the City of Fort Worth and GRBK Edgewood , LLC, property
owner for approximately 573 acres of land located in Fort Worth's Extraterritorial Jurisdiction in Denton
County.
DISCUSSION:
GRBK Edgewood , LLC. (Owner) owns approximately 573.688 acres of land in the extraterritorial
jurisdiction (ET J) of the City of Fort Worth (City), generally located north of Rancho Canyon Way,
south of Eagle Road, west of John Day Road and immediately north of the Sendera Ranch East
Addition (Property). Owner intends to develop the Property for approximately 497.66 acres of single-
family development and approximately 76.028 acres of industrial development. The Owner has
requested, and the City has agreed , to enter into a pre-annexation development agreement
(Agreement) that will allow the Property to be developed and annexed in phases. Although the
property is currently contiguous to the city limits the property will be owner-initiated for full annexation
in phases. Each phase of the project will be annexed into the City, prior to recordation of final plats.
The Property is currently in t he City of Fort Worth 's Certificate of Convenience and Necessity (CCN)
for water service . The Property is also included within the City 's 20-Year Planned Service Areas. The
City agrees to provide retail water and sewer service to the Property in accordance with this
Agreement , while pursuing expansion of the City's water CCN. The request meets the Urban
Development and Adverse Impact criteria in the Comprehensive Plan, Appendix F -Annexation Policy
and Program.
The City Manager is authorized to execute the Agreement for the Property with Owner generally on
the following terms and with such other terms as the City Manager deems to be advisable:
1. The Owner plans to construct all public infrastructure to City standards and execute a Water
and Wastewater Facility Easement across the Property for these improvements . The Owner
will also secure agreements for offsite easements.
2. The City plans to cost participate with the Owner to oversize the improvements in order to
provide service in the City's 20-Year Planned Service Area.
3. The Owner will work with City staff to dedicate park space and/or open space in accordance
with Park Dedication Policy.
The parties have agreed that the Agreement constitutes a petition for the voluntary annexation under
the provisions of Subchapter C-3, Chapter 43 of the Texas Local Government Code, and upon the
request of the City, the Owner shall execute all applications and documentation required by Texas law
to petition for annexation . The Agreement is entered into, in order to address the needs of the Owner
and the procedures of the City. The Agreement runs with the land and is binding upon the City and the
Owner and Owner's respective successors and assigns. The Agreement will be recorded in
Denton County.
a pps .cfwnet.org/coun ci l_packet/mc _re v iew.asp? I D=30450&counc ildate= 11 /8/2022
FORT WORTH
~
1/2
2/9/23 , 11 :56 AM M&C Rev ie w
The property is located in the extraterritorial jurisdiction adjacent to COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no effect on City
funds .
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for City Manager's Office by_;_
Originating DeRartment Head:
Additional Information Contact:
ATTACHMENTS
Exhibit A -Greenbrick ProRe!JY_,Rdf (Public)
Program Activity Budget
Year
Program Activity Budget
Year
Dana Burghdoff (8018)
D.J. Harrell (8032)
Stuart Campbell (2412)
Form 1295 Certificate 100957892.Rdf (CFW Internal)
Greenbrick-PARCELS-Legal DescriRtion (Sealed}..,Rdf (Public)
a pps .cfwnet.org/counc il_packet/mc _review.asp? I D=30450&counci ldate= 11 /8/2022
Reference# Amount
Chartfield 2
Reference# Amount
Chartfield 2
2/2
Date :
To:
From :
Subject:
FORT WORTH
MEMORANDUM
February 9, 2023
City Secretary's Office
Rich McCracken, Sr. Assistant City Attorney ~
Development Agreement for Green Brick
Please find enclosed a fully executed copy of the Development Agreement for Green Brick. The
Agreement was previously executed by the City to assist the developer with closing on the property . The
Developer has now delivered a fully executed copy of the Agreement for filing with your office. Please
notify my assistant, Anthony Elliott, at 817 -392-i 7605, once the Agreement has been filed.
ZO: l rld f.:l, 5 83.:::i
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