HomeMy WebLinkAboutContract 59003CSC No. 59003
VEALE RANCH
DEVELOPMENT AGREEMENT
BY AND AMONG
PB Ventana 1, LLC, PMB 120 Land LP, PMB Rolling V South Land LP,
PMB RVS Dev Co LLC, PMB SWFW Dev Co LLC, PMB Team Ranch Devco LLC,
PMB Veale Land Investors I LP, PMB Ventana Developer LLC,
PMB Ventana Developer South LLC, PMB Ventana SFR LP, and TRT Land Investors, LLC
AND
CITY OF FORT WORTH, TEXAS
OFFICIAL RECORD'
CITY SECRETARY
FT. WORTH, TX
TABLE OF CONTENTS
SECTION 1 — RECITALS 4
SECTION 2 — DEFINITIONS 4
SECTION 3 — PUBLIC IMPROVEMENT DISTRICT 12
3.1 Creation of the PID 12
3.2 Levy of Assessments 14
3.3 Acceptance by Owners and Developers of Assessments and
Recordation of Covenants Running with the Land 15
3.4 Issuance of PID Bonds 15
SECTION 4 — TAX INCREMENT RE -INVESTMENT ZONE 18
4.1 Tax Increment Reinvestment Zone 18
4.2 Increase in City Participation in TIRZ 21
4.3 Application of Monies in the TIRZ Fund 25
4.4 TIRZ Bonds. 26
SECTION 5 — MASTER REIMBURSEMENT AGREEMENT/OTHER REIMBURSEMENT
AGREEMENTS 27
5.1 Master Reimbursement Agreement / Other Reimbursement
Agreements -)7
5.2 Reimbursement Agreements 28
SECTION 6 — ANNEXATION OF ETJ PROPERTY AND ZONING 29
6.1 Annexation of ETJ Property into City 29
6.2 Permitted Uses. 34
6.3 Zoning 31
SECTION 7 — DEVELOPMENT PROCESS 31
7.1 Jurisdiction 31
7.2 Applicable Regulations 31
7.3 Plat Approval 31
7.4 Pre -Development Conference; Development Review Timelines
7.5 Building Permits; Inspections 33
7.6 Design and Construction of Public Improvements. 34
7.7 CFA's and Fees; Disadvantage Business Enterprise Requirement 34
7.8 Inspections. 34
7.9 Easements and Rights -of -Way; Eminent Domain. 34
7.10 Dedication and Ownership of Public Improvements. 35
7.11 Maintenance and Repair of Public Improvements 35
7.12 Recovery of Oversizing Costs. 35
7.13 Indemnification and Hold Harmless 35
7.14 HOA/POA 36
7.15 Conveyance of Land for City Facilities 36
SECTION 8 — PUBLIC IMPROVEMENTS 36
8.I Public Improvements 36
8.2 Construction, Ownership, and Transfer of Public Improvements 36
SECTION 9 — WATER SERVICE, INFRASTRUCTURE AND CHARGES 38
9.1 Certificate of Convenience and Necessity 38
9,2 Water Service 38
9.3 On -Site Water Lines 38
9,4 Tap Fees; Water Impact Fees; Water Main Capacity Charges. 38
9.5 Westside IV and V Pressure Plane Facilities. 39
9.6 Non -potable Water 40
SECTION 10 — WASTEWATER SERVICE, INFRASTRUCTURE AND CHARGES 40
10,1 Sewer Service 40
10.2 On -Site Wastewater Infrastructure. 40
10.3 Off -Site Wastewater Facilities 41
10.4 Tap Fees; Wastewater Impact Fees; Per Acre Charges. 42
SECTION 11 — ROADWAYS AND BRIDGES 42
11.1 Design and Construction of Roadway and Stormwater infrastructure 42
11.2 Arterials 42
11.3 Master Thoroughfare Plan Amendments. 42
11.4 Bear Creek Parkway 42
11.5 Major Regional Roads/Bridges 43
11.6 Transportation Impact Fees 43
SECTION 12 — PARKS AND OPEN SPACE 43
12.1 Community Parkland/Neighborhood Parkland 43
12.2 Flood Plain 43
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12.3 Trail Plan 43
12,4 Parkland Dedication 43
SECTION 13 — PAYMENT OF AUTHORIZED IMPROVEMENTS AND DEVELOPMENT
CHARGES 44
13.1 Compliance with this Agreement 44
13.2 Improvement Account of the Project Fund 44
13.3 Cost Overrun 44
13.4 Cost Underrun 44
13.5 Remainder of Funds in the Improvement Account of the Project Fund 44
13.6 Payment Process for Authorized Improvements 45
13.7 Development, Review, and Inspection Fees 45
13.8 PID Bond Covenants 45
SECTION 14 — OBLIGATIONS; EVENTS OF DEFAULT; REMEDIES 45
14.1 Events of Default 46
14.2 Original Owner Default 46
14.3 City Default 46
14.4 Remedies 46
14.5 No Liability for Actions of Others 47
SECTION 15 — ASSIGNMENT; ENCUMBRANCE; AMENDMENT 47
15.1 Assignment. 47
15,2 Notice of Assignment 48
15.3 Encumbrance by Original Owner and Assignee. 48
15.4 Assignees as Parties 48
15.5 Third -Party Beneficiaries 49
15.6 Amendment 49
SECTION 16 — RECORDATION AND ESTOPPEL CERTIFICATES 49
16.1 Recordation and Applicability to District and End Buyer 49
16.2 Estoppel Certificates 49
SECTION 17 — ADDITIONAL PROVISIONS 49
17.1 Additional Property 49
17.2 Term/Early Termination 50
17.3 Recitals 50
17.4 Notices 50
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17.5 Interpretation 53
17.6 Time 53
17.7 Authority and Enforceability 53
17.8 Severability 53
17.9 Applicable Law; Venue 54
17.10 Non -Waiver 54
17.11 Counterparts 54
17.12 City Council Exercise of Legislative Discretion 54
17.13 Force Majeure 54
17.14 Complete Agreement 54
17.15 Consideration 54
17.16 Anti -Boycott Verifications 54
17.17 Iran, Sudan and Foreign Terrorist Organizations 55
17.18 Fossil Fuels Boycott Verification 55
17.19 Firearms Discrimination Verification 55
17,20 Governmental Powers; Waiver of Immunity 55
17.21 Vested Rights 56
17.22 Annexation Disclosure 56
EXHIBITS:
Exhibit A-1
Exhibit A-2
Exhibit B
Exhibit B-1
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Metes -and -Bounds Description of the In -City Property
Metes -and -Bounds Description of the ETJ Property
Concept Plan
Current Zoning of In -City Property
Additional Property
Authorized Improvements
Landowner Consent Certificate
Certification for Payment
Assignment Form
Regional Water Infrastructure
Regional Sewer Infrastructure
Bear Creek Parkway
Capital PID Policy
TIRZ Policy
Resolution No. 5705-02-2023
iv
VEALE RANCH DEVELOPMENT AGREEMENT
This Veale Ranch Development Agreement ("Agreement") is entered into by and among
the CITY OF FORT WORTH, TEXAS ("City"); and PB Ventana 1, LLC, a Texas limited liability
company; PMB I20 Land LP, a Texas limited partnership; PMB Rolling V South Land LP, a Texas
limited partnership; PMB RVS Dev Co LLC, a Texas limited liability company; PMB SWFW Dev
Co LLC, a Texas limited liability company; PMB Team Ranch Devco LLC, a Texas limited
liability company; PMB Veale Land Investors 1 LP, a Texas limited partnership; PMB Ventana
Developer LLC, a Texas limited liability company; PMB Ventana Developer South LLC, a Texas
limited liability company; PMB Ventana SFR LP; and TRT Land Investors, LLC, a Delaware
limited liability company, (collectively, "Original Owners") to be effective as of the Effective
Date.
RECITALS
WHEREAS, certain terms used in these Recitals are defined in Section 2; and
WHEREAS, the City is a home -rule municipality of the State of Texas located within
Parker, Tarrant, Denton, Johnson and Wise Counties; and
WHEREAS, Original Owners own the approximately 5,200 acres described in the
attached Exhibits "A-1" and "A-2" located in Parker and Tarrant Counties (collectively, the
"Property"); and
WHEREAS, that portion of the Property located in the corporate limits of the City is
described in Exhibit "A-1" (the "In -City Property"); and
WHEREAS, that portion of the Property located in the extraterritorial jurisdiction of the
City is described in Exhibit "A-2" (the "ETJ Property"); and
WHEREAS, one or more of the Original Owners, or an Affiliate thereof. may purchase
all or a portion of the property described in the attached Exhibit "C," which may subsequently be
subjected to the terms of this Agreement; and
WHEREAS, each of the Original Owners of the In -City Property is willing to develop its
property in accordance with the terms hereof; and
WHEREAS, each of the Original Owners of the ETJ Property is willing to voluntarily
annex its ETJ Property, in phases, into the corporate limits of the City and develop such property
within the corporate limits of the City in accordance with the terms hereof; and
WHEREAS, the Original Owners intend for the Property to be developed consistent with
the Concept Plan attached hereto as Exhibit "B;" and
WHEREAS, the Original Owners intend to cause the design, construction, installation,
and/or financial contributions to certain on -site and/or off -site Public Improvements to serve the
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development of the Property, which Public Improvements include, but are not limited to, both the
Authorized Improvements and the TIRZ Improvements as generally described in Exhibit "D" and
will be further incorporated into the Service and Assessment Plan (as to Authorized Improvements,
as hereinafter defined) and the Project and Finance Plan (as to all TIRZ Improvements); and
WHEREAS, each of the Original Owners intends to engage PMB CI to act as the "Master
Developer" of the Property, which Master Developer shall be responsible for causing the Public
Improvements to be constructed or otherwise installed, unless an Original Owner or Master
Developer assigns such responsibility to another Developer; and
WHEREAS, to accomplish the high -quality development of the Property envisioned by
the Parties and to provide financing for the Authorized Improvements and TIRZ Improvements,
the Parties desire to work together to create (i) a public improvement district ("PID") pursuant to
Chapter 372, Texas Local Government Code, as amended ("PID Act") encompassing the Property
(and no other property), and (ii) a tax increment reinvestment zone ("TIRZ") in accordance with
Chapter 311 of the Texas Tax Code, as amended ("TIRZ Act"), co-terminous with the boundaries
of the PID; and
WHEREAS, upon creation of the TIRZ, the City intends to exercise its powers under the
TIRZ Act to dedicate no less than sixty-five percent (65%) of the City's ad valorem tax increment
attributable to the TIRZ, based on the City's tax rate each year on the increment of value of the
Property and as authorized by law; and
WHEREAS, such monies deposited in the TIRZ Fund shall be used in accordance with
the Project and Finance Plan for the TIRZ and the terms hereof to (i) offset or pay a portion of any
Assessments levied within the Property to achieve a desired tax rate equivalent for the PID for
each improvement Area (not to exceed $3.15 per $100 of combined tax (from all taxing entities)
and assessments within the PID); (ii) provide incremental funding for Authorized Improvements
not funded by, or in lieu of, the PID; (iii) provide economic development incentives in alignment
with the City's then current economic incentives policy; and (iv) further promote development
within the Property; and
WHEREAS, under very specific and limited circumstances provided herein, which are
under the sole control of the City, the City's dedication of TIRZ Revenue shall automatically
increase from sixty-five percent (65%) to one hundred percent (100%); and
WHEREAS, the Developer will, with City assistance, use commercially reasonable efforts
to secure the participation of Parker County and Tarrant County to exercise their respective powers
under the TIRZ Act to participate in the TIRZ. Such monies deposited in the TIRZ Fund, shall be
used in accordance with the terms hereof; and
WHEREAS, in consideration of the Original Owners' agreements and representations
contained herein and in the other documents described herein and the continuing benefits to be
derived therefrom by the City and its citizens, the City intends to consider financing arrangements
that will enable each of the Developers to obtain reimbursement for the Public Improvements Costs
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it causes to be funded, which reimbursement may come from (a) PID Bonds, or (b) installment
payments of Assessments on the Property, or (c) the TIRZ Fund; and
WHEREAS, City Council approved Resolution No. 5705-02-2023 on February 28, 2023
expressing support for the PID and TIRZ to be created for the Property and authorizing certain
waivers to the City's Capital PID Policy and TIRZ Policy which are incorporated in this
Agreement and will become part of such PID or TIRZ; and
WHEREAS, subject to the consent and approval of the City Council, in accordance with
the terms of this Agreement and all legal and binding statutory and contractual requirements, the
City intends, but is not obligating itself, to: (a) create the PID, incorporating the waivers approved
in Resolution No. 5705-02-2023; (b) create the TIRZ, incorporating the waivers approved in
Resolution No. 5705-02-2023; (c) adopt a TIRZ Project and Finance Plan; (d) enter into a Master
Reimbursement Agreement with the Original Owners; (e) adopt a Service and Assessment Plan;
(f) adopt Assessment Ordinances (to pay for a specified portion of the estimated cost of the
Authorized Improvements and the costs associated with the administration of the PID and issuance
of the PID Bonds); (g) issue PID Bonds, in one or more series, for the purpose of financing a
portion of the costs of the Authorized Improvements and related costs (including Administrative
Expenses), paying issuance costs, and paying the cost of funding all reserves, accounts, and funds
required by the applicable Indenture (including a capitalized interest account, a debt service
reserve fund, and the project fund); and (h) utilize monies generated through the TIRZ to pay a
portion of the PID Assessments or otherwise reimburse the Original Owners or their authorized
Assignees pursuant to this Agreement and the Master Reimbursement Agreement; and
WHEREAS, to the extent funds must be advanced to pay for any costs associated with the
creation of the PID, the issuance of PID Bonds, or the preparation of documentation related thereto,
including any costs incurred by the City and its consultants and advisors in the preparation and
negotiation of this Agreement, the applicable Developer shall be responsible for advancing such
funds, shall have a right to reimbursement for the funds advanced from the proceeds of PID Bonds
or Assessment revenues, to the extent allowed by law, and the City will not be responsible for such
reimbursement or the payment of such costs from any other sources of funds; and
WHEREAS, each of the Original Owners may retain the right to be reimbursed for the
Public Improvement Costs it causes to be funded or it may assign such right to a subsequent Owner
or Developer of all or a portion of such Original Owner's property, subject to the provisions
relating to assignment herein, in the Master Reimbursement Agreement and in any Reimbursement
Agreement; and
WHEREAS, subject to the provisions hereof, and in its sole discretion, the City may issue
PID Bonds, in one or more series, to finance a portion of the costs of the Authorized Improvements
and related costs (including Administrative Expenses), to pay issuance costs, and the cost of
funding all reserves, accounts, and funds required by the applicable Indenture (including, without
limitation, a capitalized interest account, a debt service reserve fund, and the project fund); and
WHEREAS, prior to the Owner of any portion of the ETJ Property petitioning the City to
annex any portion of the ETJ Property into the corporate limits of the City: (a) the City Council
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shall have created the PID; (b) the City shall have entered into the Master Reimbursement
Agreement with the Original Owners; (c) the City Council shall have created the TIRZ; (d) the
City Council shall have adopted a TIRZ Project and Finance Plan consistent with the terms of this
Agreement; and (e) the Original Owners, with the assistance of the City, shall have requested each
of Parker County and Tarrant County to participate in the TIRZ; and
WHEREAS, the Parties agree that the PID Assessments to be collected and pledged in
support of the financing of the Authorized Improvements confer a special benefit to the Property;
and
WHEREAS, the Parties agree that the TIRZ Improvements are also improvements that
would qualify as projects under the TIRZ Act, as amended; and
WHEREAS, the Parties acknowledge that this Agreement, as it relates to the ETJ Property,
is a development agreement as provided for by state law, including Section 212.171 et seq. of the
Texas Local Government Code, and is enforceable in accordance with the terms thereof; and
WHEREAS, this Agreement shall constitute a "permit" under Chapter 245 of the Texas
Local Government Code; and
WHEREAS, the Parties agree this is an agreement to provide for the annexation of land
in parts and to provide for the terms of annexation; and
WHEREAS, the City recognizes that the construction and installation of the Public
Improvements will: (a) have a positive impact to the City; (b) promote state and local economic
development; (c) stimulate business and commercial activity in the municipality; (d) promote the
development and diversification of the economy of the state; (e) promote the development and
expansion of commerce in the state; and (f) address issues of unemployment or underemployment
in the state.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants
contained herein, and for such other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
SECTION 1
RECITALS
The Recitals in this Agreement, cited above, are true and correct and establish the basis
upon which the Parties enter into this Agreement.
SECTION 2
DEFINITIONS
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Unless the context requires otherwise, the following terms shall have the meanings
hereinafter set forth:
Additional Property means any of the real property described in Exhibit "C" which is acquired
by an Original Owner or an Affiliate thereof and made subject to this Agreement pursuant to
Section 17.1 hereof.
Administrative Expenses means all expenses incurred by the City in the administration and
operation of the PID.
Affiliate means an entity or person which is directly or indirectly owned or otherwise controlled
by a Party hereto.
Agreement means this Veale Ranch Development Agreement.
Assessment means a special assessment levied by the City on property within the PID pursuant to
the PID Act and the Assessment Ordinance (consistent with Section 3.2(b)), to pay for a portion
of the Authorized Improvements as requested by the Developers of the Improvement Areas.
Assessment Fund means the interest -bearing assessment fund account created by the City for the
PID to which revenues from the Assessments will be deposited.
Assessment Ordinance means an ordinance adopted by the City Council that authorizes
Assessments to be levied on a portion of the Property in accordance with the PID Act, the purpose
of which shall be to pay for a specific portion of the costs of the Authorized Improvements and
interest thereon as set forth in the Service and Assessment Plan, as well as the costs associated
with the issuance of the PID Bonds, Administrative Expenses, and other costs authorized under
the PID Act, as applicable.
Assessment Roll(s) means a record of taxable real property in a taxing jurisdiction attached to the
Service and Assessment Plan or any other record of taxable real property in a taxing jurisdiction
in an amendment or supplement to the Service and Assessment Plan or in an annual update to the
Service and Assessment Plan, which shows the total amount of the Assessment against each Lot
or Parcel assessed under the Service and Assessment Plan related to the Authorized Improvements
within an Improvement Area and the annual payment of such Assessment.
Assignee(s) means a party to whom an Original Owner has assigned any of its rights and
obligations under this Agreement as to a portion of the Property in accordance with the applicable
provisions of Sections 5.1(e), 15.1 and 17.4. Such Assignee may also be an Owner and/or
Developer.
Authorized Improvements means all facilities authorized to be funded under the PID Act and
which are constructed or otherwise funded to serve and develop the Property, as more fully
described in Section 372.003(b) 1-10 and 12 (but specifically excluding (b) 11, 13 and 15) of the
PID Act, as generally described in Exhibit "D." Such improvements will be considered
Authorized Improvements only to the extent they benefit the Property.
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Authorized Improvements Costs means the actual costs of design, engineering, project
management, construction, construction management, acquisition, and inspection costs of the
Authorized Improvements, and any other costs related in any manner to the Authorized
Improvements which may be reimbursed or otherwise funded under the PID Act, including the
costs of creating the PID and issuing the PID Bonds, all to the maximum extent allowed under the
PID Act (unless specifically excluded in Exhibit "D").
Bond Ordinance means an ordinance adopted by the City Council that authorizes and approves
the issuance and sale of a series of PID Bonds by the City.
Budgeted Cost(s) with respect to any given Public Improvement means the then estimated Public
Improvements Cost, as supported by an Engineer's Report.
Building Codes means all International Codes and National codes adopted by the City, including
but not limited to the International Building, Construction, Electrical, Energy Conservation, Fire,
Fuel Gas, Mechanical, Plumbing, Residential, and similar standard codes.
Business Day means any day that the City is open for business during normal operating hours and
excludes Saturday, Sundays, and City -observed holidays.
Capital PID Policy means the City of Fort Worth Policy for Capital Public Improvement Districts
attached hereto as Exhibit "L."
Certification for Payment Form means a certificate that shall be submitted to the City, with all
paid invoices, bills, and receipts for work completed on any of the Authorized Improvements
substantially in the form of Exhibit "F" attached hereto.
CFA Ordinance means Ordinance No. 23656-05-2019 adopted by the City Council on May 7,
2019 (M & C G-19532), as amended.
City means the City of Fort Worth, a home -rule municipality located in Tarrant, Parker, Denton,
Johnson and Wise Counties, Texas.
City Code means the Code of Ordinances, City of Fort Worth, Texas.
City Council means the City Council of the City.
City Regulations means all generally applicable orders, regulations, ordinances, rules, policies,
manuals and other properly adopted requirements of the City, expressly including without
limitation the CFA Ordinance, Subdivision Ordinance, Roadway and Drainage Standards, and
Water and Wastewater Infrastructure Standards, and City standards, details and specifications for
the construction of Public Improvements.
City Manager means the City Manager of the City, or a person designated to act on behalf of that
individual if the designation is in writing and signed by the current or acting City Manager, or
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approved by the City Council.
City's Engineer means a single designee of the City Manager who is a professional engineer
licensed in the State and engaged by City as an employee or independent contractor to perform the
tasks identified in this Agreement as being performed by "City's Engineer." All reviews required
by the City Engineer must adhere to Section 7.4.
Completion of Construction means that (i) the construction of the applicable Public
Improvements, or a portion thereof, serving all or any portion of the Property has been substantially
completed; and (ii) the City has issued an acceptance of such Public Improvements.
Code means the Internal Revenue Code of 1986.
Concept Plan means the Concept Plan attached as Exhibit "B," which may be amended and
updated from time -to -time with the approval of the City Plan Commission, or the Executive
Secretary of the City Plan Commission as authorized by the Subdivision Ordinance and upon
mutual agreement of the City and the Original Owners.
Cost Overrun means actual Public Improvements Costs that are more than the Budgeted Costs
set forth in the Service and Assessment Plan, as described in Subsection 13.3.
Cost Underrun means actual Public Improvement Costs that are less than the Budgeted Costs set
forth in an Engineer's Report, as described in Subsection 13.4.
County means Tarrant County or Parker County, Texas, as applicable. Counties means Tarrant
County and Parker County, Texas, collectively.
Debt Service Reserve Fund means the fund created by the Indenture for a series of PID Bonds
wherein monies deposited in such fund are used to pay the debt service on such PID Bonds if the
City does not collect sufficient Assessments in any given year. Such fund initially shall not exceed
the minimum annual debt service payment on such series of PID Bonds.
Developer means each of the Original Owners and any authorized Assignee to whom the Original
Owner has assigned any rights and obligations relative to the construction of Public Improvements
to serve its Property and who proceeds with the construction of Public Improvements to serve an
Improvement Area and constructs (or causes to be constructed) Public Improvements for which
the City is to reimburse all or a portion of the cost thereof from PID Bonds, Assessments and/or
the TIRZ Fund.
Developer Continuing Disclosure Agreement means any continuing disclosure agreement of
Developer executed contemporaneously with the issuance and sale of PID Bonds.
District means the Veale Ranch Public Improvement District.
Economic Development Agreement means any agreement entered into by the City and any
authorized Developer, End Buyer, or any other entity or individual that promotes an economic
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development project or initiative, which includes, but is not limited to, agreements entered into
pursuant to the provisions of Chapter 380 of the Texas Local Government Code, as amended, and
Chapter 312, of the Texas Tax Code, as amended.
Effective Date means the latter of the date on which the last of the Parties has executed this
Agreement.
End Buyer means the owner of a fully improved and platted Lot or Parcel within the Property
upon which structures or improvements have been constructed. An End Buyer is neither a
Developer nor a Party to this Agreement, and is bound by this Agreement only as set forth in
Section 16.1.
End Buyer Disclosure Notice means the notice that must be provided to each End Buyer pursuant
to Section 5.14 of the Texas Property Code and shall be in the form set forth in the SAP.
Engineer's Report means a final, stamped engineer's opinion of costs, prepared by a licensed
professional engineer that describes the Public Improvements for the Property or by Improvement
Area including (i) Budgeted Costs for the Public Improvements, and (ii) maps and diagrams
showing the location of the Public Improvements identified in association with the Budgeted
Costs,
Estimated Build Out Value means the fair market value of a developed Lot or Parcel, including
all improvements to be constructed thereon, as estimated at the time the applicable Assessments
are levied.
Force Majeure means, and shall include without limitation, acts of God; strikes; lockouts; or other
industrial disturbances; acts of a public enemy; acts or orders of any kind of the Government of
the United States or the State of Texas, or any civil or military authority; insurrection; riots;
epidemics; pandemics; quarantine; viral outbreaks; landslides; lightning; earthquake; fires;
hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and
people; civil disturbances; explosions; breakage or accidents to machinery, pipelines, or canals;
partial or entire failure of water supply; or other acts, events, causes, or circumstances not within
the reasonable control of the Party claiming such inability and that could not have been avoided
by such Party with the exercise of good faith, due diligence, and reasonable care.
HOA means a homeowners association created encompassing a portion of the Property developed
for single family residential purposes.
Improvement Area means a phase or phases of the Property developed, or to be developed, by a
Developer, which phase(s) are similarly benefited by certain Public Improvements and may or
may not be subjected to (or proposed to be subject to) Assessments.
Improvement Account of the Project Fund means that account as defined or described in any
Indenture.
Indenture means a trust indenture by and between the City and a trustee bank under which the
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PID Bonds are secured, and funds disbursed.
Landowner Consent Certificate means the Certificate, as set forth in the form of Exhibit "E,"
to be executed by a then Owner of the Property acknowledging/consenting to the terms contained
therein.
Local Study(ies) means a water, wastewater, drainage or traffic engineering study prepared in
connection with submittal of a preliminary plat, final plat, or construction plans for a portion for
the Property in accordance with the Subdivision Ordinance.
Lot means a parcel of land in a plat within the Property developed for single family residential use
for which the Authorized Improvements have been constructed and a final plat has been recorded.
Master Reimbursement Agreement means the agreement to be entered into between the City
and the Original Owners in accordance with Section 5.1.
Master Study(ies) means a water, wastewater, drainage or traffic engineering study prepared for
the Property, and updated as necessary to incorporate Additional Property and/or changes to the
development plan, prepared by PMB CI. No fees will be assessed by the City for updates to the
Master Studies. Developer shall pay fees to the City for the initial Master Studies and any Local
Studies.
Notice means any notice required or contemplated by this Agreement (or otherwise given in
connection with this Agreement) in accordance with Section 15.2, if applicable, and Section 17.4.
Original Owner(s) are: PB Ventana 1, LLC, a Texas limited liability company; PMB I20 Land
LP, a Texas limited partnership; PMB Rolling V South Land, LP, a Texas limited partnership;
PMB RVS Dev Co LLC, a Texas limited liability company; PMB SWFW Dev Co LLC, a Texas
limited liability company; PMB Team Ranch Devco LLC, a Texas limited liability company; PMB
Veale Land Investors 1 LP, a Texas limited partnership; PMB Ventana Developer LLC, a Texas
limited liability company; PMB Ventana Developer South LLC, a Texas limited liability company;
PMB Ventana SFR LP, a Texas limited partnership; and TRT Land Investors, LLC, a Delaware
limited liability company and any Affiliate thereof.
Owner(s) means any of the Original Owners and any subsequent owner of any portion of the
Property, except an End -Buyer.
Parcel means a tract of land within the Property developed for any purpose other than single-
family residential purposes for which the Public Improvements have been constructed and a final
plat has been recorded.
Parties means, collectively, the City, the Original Owner and their Assignees; Party, individually,
means the City, any Original Owner and its Assignee.
Payment Certificate means the Certification for Payment Form, as generally set forth in Exhibit
"F," submitted by a Developer to the City for approval of the reimbursement of Authorized
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Improvement Costs from PID Bond proceeds, Assessments or the TIRZ Fund.
PID means a public improvement district created by the City for the benefit of the Property
pursuant to the PID Act; in this instance and for purposes of this Agreement, the PID means the
Veale Ranch Public Improvement District.
PID Act means Chapter 372, "Improvement Districts in Municipalities and Counties," Texas
Local Government Code, as amended.
PID Administrator means a company, entity, employee, or designee of the City, who is
experienced in public improvement districts and assessment administration and who shall have the
responsibilities provided in the Service and Assessment Plan, or any other agreement or document
approved by the City, related to the duties and responsibilities for the administration of the PID.
PID Bonds means a series of assessment revenue bonds, but not Refunding Bonds, issued by the
City and secured solely by Assessments on property within the applicable Improvement Area(s),
but which may be subject to TIRZ Revenue being used to reduce the Assessments on individual
Lots or Parcels.
PID Petition means a petition requesting the establishment of a public improvement district
pursuant to Section 372.005 of the PID Act, as amended.
PMB CI or Master Developer means PMB Capital Investments, LLC, a Texas limited liability
company.
POA means a property owners association created encompassing a portion of the Property being
developed for multi-family/commercial/retail/industrial purposes.
Preliminary TIRZ Project and Finance Plan means the preliminary project and finance plan
for the TIRZ, consistent with Section 311.003 of the Texas Tax Code and this Agreement.
Project means development of the Property in accordance with the terms hereof.
Public Improvements means all public water, sewer, drainage, and roadway infrastructure and
other Public Improvements necessary to serve the Property, including, but not limited to, all
Authorized Improvements, as defined herein, and all TIRZ Improvements, as defined herein.
Public Improvements Costs means the actual costs of design, engineering, project management,
construction, construction management, acquisition, and inspection costs of the Public
Improvements, and any other costs related in any manner to the Public Improvements, which may
be reimbursed or otherwise funded under the PID Act or TIRZ Act, all to the maximum extent
allowed under the PID Act or TIRZ Act and pursuant to the terms of this Agreement.
Real Property Records means the official land recordings of the Parker County Clerk's Office or
the Tarrant County Clerk's Office.
Reimbursement Agreement means an agreement between the City and any authorized
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Developer, in form acceptable to the City and such Developer, pursuant to which such Developer
may construct (or cause the construction of) all or any portion of the Authorized Improvements
and/or the TIRZ Improvements and the City will reimburse it with the proceeds of the City's PID
Bonds, Assessments, and/or TIRZ Revenue, as provided in this Agreement and the Master
Reimbursement Agreement.
Refunding Bonds means bonds issued to refund any then -outstanding PID Bonds pursuant to the
PID Act.
Roadway and Drainage Standards means the City's ordinances, policies, regulations and
manuals relating to design and construction of roadway and drainage infrastructure, including but
not limited to the Transportation Engineering Manual, Master Thoroughfare Plan, Access
Management Policy, Pavement Design Manual, Utility Construction Policy, Stormwater Criteria
Manual, and the City's standards, details, and specifications for roadway and drainage
infrastructure.
Service and Assessment Plan (or SAP) means a plan(s) to be adopted by the City Council, and
amended at least annually by the City Council pursuant to the PID Act, for the purpose of assessing
allocated costs against property located within the boundaries of the PID to finance the Authorized
Improvements and having terms, provisions, and findings approved by the City Council, and
consistent with the PID Act and the terms of this Agreement.
Subdivision Ordinance means Chapter 31of the City Code of Ordinances.
Surplus TIRZ Revenue means the TIRZ Revenue generated from a Lot or Parcel in excess of the
amount designated in the Service and Assessment Plan and applicable Reimbursement Agreement
to offset or pay a portion of the annual payment of the Assessment on such Lot or Parcel.
TIRZ means a tax increment reinvestment zone created by the City co-temiinous with the PID
pursuant to the TIRZ Act, to implement tax increment financing.
TIRZ Act means the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, as
amended.
TIRZ Improvements means all Authorized Improvements including those that, would be eligible
but for the Texas Local Government Code Chapter 372.003 limitation on timing of commencement
of construction. Such examples include per acre charges, capacity charges or other public
improvements which are already constructed or under construction as of the Effective Date.
TIRZ Fund(s) means the fund(s) set up by the City to receive the TIRZ Revenue in accordance
with state law.
TIRZ Ordinance means the City Ordinance establishing the TIRZ pursuant to Chapter 311, Texas
Tax Code, as amended, and any subsequent ordinance(s) effectuating amendments thereto.
TIRZ Petition means a petition requesting the establishment of a tax increment reinvestment zone
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pursuant to the TIRZ Act.
TIRZ Policy means the Fort Worth "Policy, Guidelines and Procedures for Tax Increment
Reinvestment Zones (TIRZs)" attached hereto as Exhibit "L."
TIRZ Projects means both the Authorized Improvements and the TIRZ Improvements, as well as
any other projects provided in the TIRZ Project and Finance Plan.
TIRZ Project and Finance Plan (or Project and Finance Plan) means the final project and
finance plan for the TIRZ, adopted by the City, as amended from time -to -time, consistent with the
terms of this Agreement.
TIRZ Revenue means the portion of the City's and Counties' ad valorem tax revenue pledged to
be paid into the TIRZ Fund pursuant to the TIRZ Ordinance and the TIRZ Project and Finance
Plan.
Transportation Impact Fee means impact fees for roadway facilities assessed and collected by
the City in accordance with chapter 395 Texas Local Government Code and City Code Chapter
30, Article VIII: Transportation Impact Fees.
Wastewater Impact Fee means impact fees for wastewater facilities assessed and collected by
the City in accordance with chapter 395 Texas Local Government Code and City Code Chapter
35, Article III, Division 1 2: Water and Wastewater Impact Fees, Section 35-66, et seq.
Water Impact Fee means impact fees for water facilities assessed and collected by the City in
accordance with chapter 395 Texas Local Government Code and City Code Chapter 35, Article
III, Division 1 2: Water and Wastewater Impact Fees, Section 35-66, et seq.
Water and Sewer Infrastructure means all public water lines, sewer lines, force mains, lift
stations, pump stations, storage tanks and related public water and sewer improvements built by a
Developer to serve a portion of the Property.
Water and Wastewater Infrastructure Standards means state law and City ordinances, policies,
regulations and manuals related to the construction of public water and wastewater infrastructure,
including but not limited to the Installation Policy and Design Criteria for Water, Wastewater and
Reclaimed Water Infrastructure, and the City's standards, details, and specifications for water and
wastewater infrastructure.
Zoning Ordinance means Fort Worth Ordinance No. 13896, together with any amendments
thereto, codified as Appendix "A" to the Code of Ordinances of the City.
SECTION 3
PUBLIC IMPROVEMENT DISTRICT
3.1 Creation of the PID.
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(a) Within one hundred twenty (120) days after the Effective Date, the Original Owners
shall execute and deliver to the City Manager a PID Petition requesting the City create the PID
encompassing all of the Property. The City Manager shall recommend and the City Council shall
consider creation of the PID within sixty (60) days after receiving a PID Petition that complies
with all of the requirements of Section 372.005 of the Texas Local Government Code, the Capital
PID Policy (except as set forth below), and this Agreement, provided, however, that if the sixtieth
day falls on a date when no regularly scheduled City Council meeting exists, that deadline will be
extended to the next regularly scheduled City Council meeting.
(b) On February 28, 2023, the City Council adopted Resolution No. 5705-02-2023,
which is attached hereto as Exhibit "M" and incorporated herein for all purposes, which waives
certain provisions of the Capital PID Policy and TIRZ Policy in order to facilitate the PID and
TIRZ creation processes.
(c) In the event the City creates the PID, the Original Owners agree to work in good
faith with the Fort Worth Independent School District and the Aledo Independent School District
regarding the dedication of certain public school sites within the Property; provided, however, the
Developer of a portion of the Property will still be required to dedicate between 0% and 10% of
such Property to the independent school districts. The amount of acreage to be dedicated to an
independent school district shall be mutually agreed upon after discussion with the independent
school district within whose boundaries the Developer is developing. However, no less than one
school site shall be dedicated within the Property.
(d) In the event the City fails to create the PID, consistent with the terms of this
Agreement, for any reason after the later of (i) the date calculated under Section 3.1(a), or (ii) one
hundred eighty (180) days after the Effective Date of this Agreement, the Original Owners shall
have the unilateral right to terminate this Agreement for any reason, and, in such instance, neither
the City nor any of the Original Owners shall have any further obligations hereunder or any liability
to the others, including, but not limited to, liability for any actual, consequential or punitive
damages. In the event this Agreement has been recorded in the Real Property Records of Parker
County and/or Tarrant County and the Original Owners thereafter exercise their right to terminate
this Agreement under this provision, the Original Owners shall be authorized to prepare and record
a Notice of Termination in the Real Property Records of Parker County and/or Tarrant County,
stating that the City failed to create the PID within the deadline provided in Section 3.1(d) of this
Agreement. A written copy of the proposed Notice of Termination shall be provided to the City
no later than five (5) Business Days prior to the intended date of recordation of the Notice of
Termination. In the event the Original Owners record such Notice of Termination, they shall
deliver a recorded copy of each filed Notice of Termination to the City Manager within fourteen
(14) days after recording.
(e) The terms of Resolution No. 5705-02-2023 notwithstanding, no item shall be
waived by the City if it receives a written opinion of nationally -recognized bond counsel selected
by the City that any such waiver would result in the interest on the PID Bonds being subject to
federal income taxation, it being the intent of the Parties that the PID Bonds are to be issued as
obligations, the interest on which would be excluded from the gross income of the holders thereof
for federal income taxation purposes under section 103 of the Code.
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(0 Developer acknowledges and agrees that the City's granting of waivers under
Resolution No. 5705-02-2023 and agreeing to create the PID in accordance with the terms of this
Agreement, to create the TIRZ in accordance with Section 4 and entering into the Master
Reimbursement Agreement in accordance with Section 5 are conditioned on and subject to the
Developer foregoing and releasing any rights it may have to create another special district over the
Property. Therefore, notwithstanding anything herein to the contrary, upon the City Council's
creation of the PID, creation of the TIRZ, adopting the Project and Finance Plan and entering into
the Master Reimbursement Agreement, the Developer relinquishes any and all rights to apply for
and create a municipal utility district, a municipal management district or any other special district
under the Texas Special District Local Laws Code over all or any portion of the Property. To the
extent that an Original Owner or Developer has submitted an application to create any special
district over all or any portion of the Property, then such Original Owner or Developer will
immediately withdraw such application(s) on the date on which the City has satisfied the
conditions of this Section 3.1(f).
3.2 Levy of Assessments.
(a) In conjunction with the development of an Improvement Area, the applicable
Developer shall propose to the City the Assessments to be levied on the Lots and Parcels to be
developed within such Improvement Area consistent with the provisions of Section 3.2(b). Such
Assessments shall be used to (i) amortize any PID Bonds to be sold by the City to reimburse the
Developer for the Authorized Improvements serving the Improvement Area, and/or (ii) reimburse
the Original Owners for the Authorized Improvements. Any Assessments to be levied on a Lot
shall be levied prior to such Lot sold to an End Buyer.
(b) The Assessment to be levied on a Lot or Parcel within an Improvement Area shall
be proposed by the applicable Developer and shall be calculated so that (i) the total overlapping
ad valorem tax rate for all taxing entities overlapping the Improvement Area, plus (ii) the projected
average annual Assessment for a Parcel or Lot within such Improvement Area, shall not exceed
the amount that would be collected by an ad valorem tax rate of $3.15 per $100 valuation (after
application of the TIRZ Funds) on the Estimated Build Out Value of each Parcel or Lot being
assessed to amortize such PID Bonds. Such rate limit for each Improvement Area, as determined
at the time of the levy of the Assessments, applies on an individual assessed Lot or Parcel basis,
as will be set forth in the Service and Assessment Plan.
(c) The levy and collection of Assessments on an Improvement Area shall not begin
until such Improvement Area has been fully annexed into the corporate limits of the City.
(d) The City shall not levy any new Assessments on any portion of the Property after
the fiftieth (50th) anniversary of the levy of the first Assessments on the Property.
(e) Assessments by Improvement Area shall be levied for a term as requested by the
Developer, provided however, that the term of an Assessment shall not exceed thirty (30) years,
unless otherwise agreed by the City and a Developer.
(0 No land owned by the City shall be subject to Assessments.
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(g) In the event the Assessments levied do not fully reimburse the Developer for all of
the Authorized Improvements serving such Improvement Area, then the portion that is not
reimbursed shall be reimbursed from available TIRZ Funds in accordance with Section 4.3 hereof.
3.3 Acceptance by Owners and Developers of Assessments and Recordation of
Covenants Running with the Land. As a precondition to the levy of the Assessments on an
Improvement Area, one hundred percent (100%) of the Owners of the Property within such
Improvement Area must execute the Landowner Consent Certificate, which shall be recorded in
the Real Property Records of the County or Counties encompassing such Improvement Area.
3.4 Issuance of PID Bonds.
(a) Subject to the terms and conditions set forth below, the City intends to issue PID
Bonds in one or more series (each to coincide with a Developer's development of one or more
Improvement Areas) to reimburse the Developer for the Authorized Improvements constructed
and which benefit such Property. The Authorized Improvements to be constructed and funded in
connection with the PID Bonds are generally described in Exhibit "D" and will be described in
greater detail in the Master Reimbursement Agreement and any phase -specific Reimbursement
Agreement, which may be amended from time -to -time to reflect actual Authorized Improvements
that benefit the Property and the Budgeted Costs thereof. The net proceeds from the sale of each
series of PID Bonds (i.e., net of costs and expenses of issuance of each series of PID Bonds and
amounts for debt service reserves, capitalized interest, and other deposits authorized under each
respective Indenture) will be used to reimburse the Developer for or acquire the Authorized
Improvements. In addition, net proceeds of a series of PID Bonds may, as determined in the City's
sole discretion, be used to provide advance payment for Authorized Improvements that constitute
regionally significant infrastructure, including, but not limited to large water or sewer trunklines
or facilities, major thoroughfares, and major bridges.
(b) The following conditions shall apply to the City's sale of any series of PID Bonds:
1) Consistent with commercially reasonable efforts, and acting on the advice
of its financial advisors, the City shall sell the PID Bonds promptly after (i) a Developer's
Completion of Construction of the Authorized Improvements to serve an Improvement
Area, (ii) the City Council's adoption of any and all necessary Assessment Ordinances, and
(iii) the City Council's adoption of an ordinance authorizing the sale and issuance of the
PID Bonds, provided, however, that an applicable Developer may request the City to issue
the PID Bonds at a later date. Notwithstanding the preceding, (A) if the Authorized
Improvements are "regional" in nature (e.g., large water or sewer trunklines or facilities,
major thoroughfares, bridges etc.), the City, in its sole discretion, may sell PID Bonds
secured by Assessments levied on such benefitted Property even though the Authorized
Improvements have not been constructed and (B) in no event shall PID Bonds be sold if
the true interest cost of the series of PID Bonds proposed to be sold exceeds the maximum
amount allowed under Texas law.
2) The total Assessment value to lien ratio of each series of PID Bonds is at
least 3:1 at the time of the issuance of PID Bonds for each Improvement Area, which values
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shall be confirmed by an appraisal from a licensed MAI appraiser at the time the PID Bonds
are sold (based upon the projected appraised value of the Parcels or Lots after issuance of
the PID Bonds and development with the proceeds thereof), unless approved otherwise by
the City. In making its determination, City agrees to consider input from its bond
underwriter, PID Administrator, bond counsel, and financial advisors as to the
marketability of PID Bonds with a proposed value to lien ratio of less than 3:1.
3) The issue of PID Bonds may contain up to two (2) years of capitalized
interest as long as the inclusion of such capitalized interest does not cause the interest paid
on the PID Bonds to be taxable to their holders and the funding of capitalized interest
complies with State law.
4) The debt service schedule for a series of PID Bonds will be level, meaning
that, over the term of each series of PID Bonds, the maximum combination of principal
and interest due each year over the life of the PID Bonds will not vary more than ten percent
(10%) between the maximum annual debt service payment and the minimum annual debt
service payment.
5) The PID Bonds may, if agreed to by the bond underwriter and the City in
consultation with its financial advisors, bond counsel, and PID Administrator, include a
provision reducing the Debt Service Reserve Fund for such PID Bonds to as little as 50%
of the average remaining annual debt service upon the City attaining certain thresholds of
collection rates.
6) Each series of PID Bonds shall have a term as requested by the applicable
Developer, provided, however that the term of any series of bonds shall not be longer than
thirty (30) years from their date of initial delivery, unless otherwise agreed by the City and
the Developer.
7) No Event of Default by a Developer that will be reimbursed from the PID
Bonds to be issued has occurred and has not been cured, or no such event has occurred
which but for Notice, the lapse of time, or both, would constitute an Event of Default by
such Developer pursuant to this Agreement.
8) The Developer that will be reimbursed from the PID Bonds to be issued
must be current on all taxes, assessments, fees and other monetary obligations to the City,
including, without limitation, payment of Assessments and must be current on all non -
monetary obligations that such Developer may have with respect to any outstanding series
of PID Bonds.
9) No outstanding PID Bonds that were issued to reimburse the Developer that
will be reimbursed from the PID Bonds to be issued are in default and no reserve funds for
such outstanding PID Bonds have been drawn upon that have not been replenished.
10) The City's Engineer determines that the Authorized Improvements Costs
related to the Authorized Improvements to be funded with the proceeds of PID Bonds
shown in the Engineer's Report, as updated and amended, are reasonable.
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11) The City has determined that there will be no material impact on the City's
creditworthiness, bond rating, access to or cost of capital and that the PID Bonds are
structured and marketed appropriately, meet all regulatory and legal requirements and are
marketable under financially reasonable terms and conditions.
12) No information regarding the City, including without limitation fmancial
information, shall be included in any offering document relating to PID Bonds without the
City's prior written consent. Such right does not release the City from the obligation to
provide the information normally contained in the offering documents for PID Bonds
regarding the issuer.
13) Prior to the adoption of any Bond Ordinance, the Developer shall fund or
cause the funding of the Authorized Improvements financed by the PID Bonds to the extent
that the Authorized Improvements have not already been completed and paid for by the
Developer and, to the extent the PID Bonds are insufficient to fund such Authorized
Improvements, the Developer shall deposit funds in escrow with the trustee under the
Indenture for the applicable PID Bonds or provide evidence of other financial security
acceptable to the City in its sole discretion necessary to complete the applicable Authorized
Improvements.
14) The Developer agrees to provide periodic information and notices of certain
events regarding the Developer and the Developer's development of the Property within
the PID in accordance with Securities and Exchange Commission Rule 15c2-12 and any
Developer Continuing Disclosure Agreement and to execute commercially reasonable
continuing disclosure agreements with regard to each series of PID Bonds from which the
Developer will receive reimbursement.
15) The City will not levy Assessments for the respective construction phases
until the Developer has submitted to the City preliminary engineering plans for the
Authorized Improvements to be financed by the PID Bonds or Assessments and such plans
have been approved by the City's Engineer.
16) In the event a series of PID Bonds is issued by the City, the installment
payments on Assessments used to amortize such PID Bonds shall bear interest at the rate
the PID Bonds are issued.
17) It being the intent of the Parties to reimburse the Original Owners and/or
any Developers for all Authorized Improvements and TIRZ Improvements, which are
currently estimated at, but in no way capped at, $495 million in 2023 funds, the PID
creation ordinance will contemplate an aggregated principal amount of all series of PID
Bonds to be issued (excluding any Refunding Bond amounts), taking into account projected
rates of inflation and the possibility of such issuance occurring over a 50-year period.
(c) Disclosure Information. Prior to the City's issuance of any series of PID Bonds,
the Developer agrees to provide all relevant information, including financial information,
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regarding the Developer, the specific Improvement Areas for which each series of PID Bonds are
to be issued, and the development overall that is reasonably necessary as determined by the
underwriter(s) in consultation with the City, its financial advisors, bond counsel, and PID
Administrator in order to provide potential bond investors with a true, accurate and complete
offering document for any PID Bonds. The Developer agrees, represents, and warrants that any
information provided by the Developer for inclusion in an offering or disclosure document for an
issue of PID Bonds will not contain any untrue statement of a material fact or omit any statement
of material fact required to be stated therein or necessary to make the statements made therein, in
light of the circumstances under which they were made, not misleading, and the Developer further
agrees that it will provide a certification to such effect as of the date of the closing of any PID
Bonds.
(d) Developer Completion Source. Prior to the adoption of a Bond Ordinance
approving a series of PID Bonds issued to fund the construction of Authorized Improvements that
have not already been constructed by the Developer or to the extent monies have not been
expended by the Developer or builders in an amount sufficient to, with the proceeds of the PID
Bonds, fund the applicable Authorized Improvements related to such PID Bonds, the Developer
shall furnish suitable assurances of sources of funding as described in Section 3.4(b)(13) of this
Agreement. If the Authorized Improvements within the applicable phase(s) of the Property have
already been constructed or sufficient monies expended and the applicable series of PID Bonds is
intended to acquire the Authorized Improvements for that phase which have already been
constructed, then the Developer shall not be required to furnish suitable assurances of sources of
funding as provided in this paragraph and Section 3.4(b)(13) of this Agreement.
(e) Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is
required to deliver a certificate as to tax exemption (a "Tax Certificate") to satisfy requirements of
the Code, the Developer agrees to provide, or cause to be provided, such facts and estimates as the
City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The
Developer represents that such facts and estimates will be based on its reasonable expectations as
of the date of issuance of the PID Bonds and will be, to the best of the knowledge of the officers
of the Developer providing such facts and estimates, true, correct and complete as of such date.
To the extent that it exercises control or direction over the use or investment of the proceeds of the
PID Bond, including, but not limited to, the use of the Authorized Improvements, the Developer
further agrees that it will not knowingly make, or permit to be made, any use or investment of such
funds that would cause any of the covenants or agreements of the City contained in a Tax
Certificate to be violated or that would otherwise have an adverse effect on the tax-exempt status
of the interest payable on the PID Bonds for federal income tax purposes.
SECTION 4
TAX INCREMENT REINVESTMENT ZONE
4.1 Tax Increment Reinvestment Zone.
(a) Within one hundred twenty (120) days after the Effective Date, the Original Owners
shall execute a TIRZ Petition and deliver to the City Manager a TIRZ Petition requesting the City
create the TIRZ encompassing all of the Property. The City Manager shall recommend and the
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City Council shall consider creation of the TIRZ within sixty (60) days after receiving a TIRZ
Petition that complies with all the requirements of the TIRZ Act, the applicable provisions of the
TIRZ Policy and this Agreement, provided, however, that if the sixtieth day falls on a date when
no regularly scheduled City Council meeting exists, that deadline will be extended to the next
regularly scheduled City Council meeting.
(b) In the event the City fails to create the TIRZ consistent with the terms of this
Agreement (including adopting the Project and Finance Plan contemplated herein) for any reason
after the later of (i) the date calculated under Section 4.1(a), or (ii) one hundred eighty (180) days
after the Effective Date of this Agreement, the Original Owners shall have the unilateral right to
terminate this Agreement for any reason, and, in such instance, neither the City nor any of the
Original Owners shall have any further obligations hereunder or any liability to the other, including
any liability for actual, consequential or punitive damages. In the event this Agreement has been
recorded in the Real Property Records of Parker County or Tarrant County and the Original
Owners thereafter exercise their right to terminate this Agreement under this provision, the
Original Owners shall be authorized to prepare and record a Notice of Termination in the Real
Property Records of Parker County and Tarrant County, stating that the City failed to create the
TIRZ within the deadline provided in Section 4.1(b) of this Agreement. A written copy of the
proposed Notice of Termination shall be provided to the City no later than five (5) Business Days
prior to the intended date of recordation of the Notice of Termination. In the event the Original
Owners record such Notice of Termination, they shall deliver a recorded copy of each filed Notice
of Termination to the City Manager within fourteen (14) days after recording.
(c) The City shall use good faith efforts to exercise its powers under the TIRZ Act to
timely create a TIRZ coterminous with the boundaries of the PID. The City further intends to
dedicate no less than sixty-five percent (65%) of the City's ad valorem tax increment attributable
to the TIRZ, based on the City's tax rate each year and as authorized by law, which may be utilized
to (i) achieve a desired combined tax and Assessment rate equivalent for the PID not to exceed
$3.15 per $100 of annual combined taxes from all taxing entities and assessment for any parcel
within the PID (net of any TIRZ contribution), (ii) provide incremental funding for Authorized
Improvements not funded by, or in lieu of, the PID, (iii) provide economic development incentives
in alignment with the City's then current economic incentives policy; and (iv) further promote
development within the Property. The TIRZ Funds will be applied in accordance with Section 4.3.
The City's participation in the TIRZ will automatically increase to one hundred percent (100%) of
the City's ad valorem increment attributable to the TIRZ pursuant to Section 4.2. The City
Manager will recommend to the City Council that the provision increasing such participation be
included in the TIRZ Project and Finance Plan, the Master Reimbursement Agreement and any
phase -specific Reimbursement Agreement.
(d) The Original Owners and Developer, will, with City assistance, use commercially
reasonable efforts to request Parker County and Tarrant County each participate in the TIRZ. The
request shall be for no less than sixty-five percent (65%) of each County's ad valorem tax
increment attributable to the TIRZ, based on the respective County's tax rate each year. Such
participation shall be evidenced by an agreement to be entered into between the City and the
County, consistent with the provisions of the TIRZ Act. Monies collected from either County and
deposited in the TIRZ Fund from the increment of value of any Lot or Parcel and the improvements
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thereon will be used in accordance Section 4.3. At such time as the Assessments levied on an
individual Lot or Parcel have been paid in full, tax revenues from such Lot or Parcel shall no longer
be used to pay any Assessments and all of such tax revenues shall be applied as provided in Section
4.3.
(e) Subject to approval by City Council, the TIRZ shall be created to have a term of
eighty-three (83) years and expire pursuant to Section 311.017 of the Texas Tax Code. Applicable
TIRZ Revenues will be collected and deposited into the TIRZ Fund over a period of eighty-two
(82) years with the final year being solely dedicated to winding down the TIRZ. At such time as
the Assessment levied on an individual Lot or Parcel has been paid in full, tax revenues from such
Lot or Parcel shall no longer be used to pay any Assessments or portion thereof and all of such tax
revenues thereafter shall be applied as provided in Section 4.3. Notwithstanding the preceding, in
the event Assessments levied on a Lot or Parcel have a term of less than thirty (30) years (or the
City does not levy Assessments on such Lot or Parcel), the tax revenue shall continue to be paid
into the TIRZ Fund through the thirtieth (30th) year and used in accordance with the provisions of
Section 4.3. In determining if Assessments are being levied on a Lot or Parcel for a term of thirty
(30) years, the Parties intend for the City to collect a total of thirty (30) annual payments of TIRZ
Revenues for each Lot or Parcel and to deposit such payments into the TIRZ Fund. The date of
such payments, based on timing of collections and reimbursement of Assessments, may extend
longer than thirty (30) years, but such total term shall be considered "a term of 30 years." The
collection of TIRZ Revenue shall not be triggered until such Lot or Parcel is (i) annexed into the
corporate limits of the City and made subject to taxation by the City, and (ii) Completion of
Construction of the Authorized Improvements serving such Lot or Parcel has occurred.
(f) In the event the TIRZ Revenue from a Lot or Parcel exceeds the amount allocated
in the SAP to offset or pay a portion of the Assessments thereon in any given year, the Surplus
TIRZ Revenue shall be retained in the TIRZ Fund and used in accordance with the provisions of
Section 4.3.
(g) Original Owners and City acknowledge that after the tax increment on a Lot or
Parcel has been collected as provided in (e) above, such tax revenues shall be deposited into the
TIRZ Fund and applied in accordance with the provisions of Section 4.3. The TIRZ may include
sub -zones coinciding with the Improvement Area from which PID Assessment is being collected.
Notwithstanding the City's creation of the TIRZ and the allocation of a portion of the City's tax
revenues hereunder, at such time as a portion of the Property is developed and improved for
commercial, retail, industrial or other non-residential purposes which would qualify for economic
incentives provided under any of the City's economic development programs, the City agrees to
consider utilizing the remainder of any ad valorem tax revenues available to the City (including
tax revenues available after the Assessments have been paid in full), and any other available
monies, to promote the economic development of such Parcel, consistent with the provisions of
the TIRZ Project and Finance Plan.
(h) Developer acknowledges and agrees that the City's granting of waivers under
Resolution No. 5705-02-2023 and agreeing to create the PID in accordance with the terms of this
Agreement, to create the TIRZ in accordance with this Section 4 and entering into the Master
Reimbursement Agreement in accordance with Section 5 are conditioned on and subject to the
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Developer foregoing and releasing any rights it may have to create another special district over the
Property. Therefore, notwithstanding anything herein to the contrary, upon the City's creation of
the PID, creation of the TIRZ, and entering into the Master Reimbursement Agreement, the
Developer relinquishes any and all rights to apply for and create a Municipal Utility District, a
Municipal Management District or any other special district under the Texas Special District Local
Laws Code over all or any portion of the Property. To the extent that an Original Owner or
Developer has submitted an application to create any special district over all or any portion of the
Property, then such Original Owner or Developer will immediately withdraw such application(s)
on the date on which the City has satisfied the conditions of this Section 4.1(h).
4.2 Increase in City Participation in TIRZ.
(a) The Parties acknowledge and agree that (A) the Developer of an Improvement Area
may periodically request the City to (i) levy Assessments on the Property in such
Improvement Area consistent with Section 3.2 ("Assessment Request"); (ii) issue
PID Bonds consistent with Section 3.4 ("Bond Request"); and (iii) zone any portion
of the Property in accordance with the Concept Plan ("Zoning Request"); and that
(B) the City will use commercially reasonable efforts to comply with such requests
within all applicable legal constraints.
(b) In the event a Developer makes an Assessment Request or, Bond Request, or an
Original Owner makes a Zoning Request and the City willfully refuses to comply
with such request after the preconditions set forth below have all been met, then the
TIRZ Revenues to be paid by the City into the TIRZ Fund will automatically
increase from sixty-five percent (65%) to one hundred percent (100%) in
accordance with the terms of this Section 4.2 ("TIRZ Escalation").
i. Assessment Request
1 In order for the TIRZ Escalation to apply for an Assessment
Request, all of the following preconditions must occur:
I. Developer must meet all of its obligations under Section
3.2.
II. Developer must complete construction of all Authorized
Improvements for which an Assessment will be levied
within the applicable Improvement Area.
II1. Developer must ensure that ownership of all Authorized
Improvements has been transferred to, or is legally ready
to be transferred to, the City, where appropriate.
IV. Developer must provide a complete list of all properties to
be subject to Assessment, including, but not limited to,
legal descriptions and owner information.
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V. Developer must execute all necessary and customary
contracts, including, but not limited to, a Landowner
Consent Certificate and agricultural waiver agreement, if
requested by the City.
VI. City's PID Administrator has verified all of the
information submitted to the City by the Developer.
VII. Developer must be current on all its legally required real
property filings for the PID.
VIII. Developer must not be in default under any other
agreement with the City relating to the PID or any
Authorized Improvements, including, but not limited to,
any community facilities agreements, the Master
Reimbursement Agreement, any phase -specific
Reimbursement Agreements, and any continuing
disclosure agreements.
IX. Developer has provided to the City any and all necessary
and accurate information to be included in the SAP,
including, but not limited to, any applicable updates
thereto, for review by the City and its PID Administrator
at least ten weeks prior to the proposed date for adoption
of an Assessment Ordinance to afford the City and its
consultants sufficient enough time to confirm the
completeness and accuracy all of the submitted
information before placing the same on a City Council
agenda for consideration.
2. Notwithstanding anything to the contrary, the TIRZ Escalation for
an Assessment Request will not be effective if the City's ability to
levy Assessments is prevented, either in whole or in part, by any
actions or inactions of the Developer.
ii. Bond Request
l . In order for the TIRZ Escalation to apply for a Bond Request. all of
the following preconditions must occur:
I. Developer must comply with all of the conditions set forth
above in Section (b)i.
II. Developer must fully comply with its obligations under
Section 3.4.
2. Notwithstanding anything herein to the contrary, the TIRZ
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Escalation for a Bond Request will not be effective if:
I. The City's ability to issue PID Bonds is prevented, either in
whole or in part, by any actions or inactions of the
Developer;
II. Sufficient revenues in the TIRZ Fund exist to pay Developer
the same amount as the PID Bonds would have produced and
such revenues are actually paid out to Developer;
III. Developer requests that PID Bonds be issued as rated
securities and the PID Bonds are rated below investment
grade by one or nationally recognized ratings agencies; or
IV. PID Bonds are not marketable (as determined by an
underwriter).
iii. Zoning Request
1. In order for the TIRZ Escalation to apply for a Zoning Request, all
of the following preconditions must occur:
Original Owner must submit an application to the City to
zone the Parcel or Lot in compliance with the Concept
Plan, in effect on the Effective Date or amended thereafter
by mutual agreement of the City and the Original Owners.
I1. City Council must deny the Original Owner's Zoning
Request.
III. The TIRZ Escalation will only apply to an initial Zoning
Request by the Original Owner for a particular Parcel or
Lot (i.e., not a subsequent request to re -zone the Property).
IV. The TIRZ Escalation shall apply if the City subsequently
re -zones such Property on its own action in a manner
inconsistent with the Concept Plan (as of the date of re-
zoning) and not upon the request of the Original Owner.
(c) Dispute Resolution.
i. If there is a dispute about whether the terms of this Section 4.2 have been
met, then the Parties will attempt to resolve their issues through this dispute
resolution process prior to any TIRZ Escalation occurring.
ii. The disputing Party must notify the other Party in writing. The Notice must
state the nature of the dispute and list the party's specific reasons for the
same.
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iii. Within thirty (30) days of receipt of the notice, both Parties will make a
good faith effort, either through email, mail, phone conference, in person
meetings, or other reasonable means to resolve the dispute.
iv. If the Parties fail to resolve the dispute within sixty (60) calendar days of
the date of receipt of the Notice of the dispute, then the Parties may submit
the matter to non -binding mediation upon written consent of the authorized
representatives of both Parties in accordance with Chapter 154 of the Texas
Civil Practice and Remedies Code and Chapter 2009 of the Texas
Government Code or such successor laws as are then in effect. Request for
mediation must be in writing, and request that the mediation commence not
less than fifteen (15) or more than forty-five (45) calendar days following
the date of request, except as otherwise agreed to by the Parties. In the event
City and Developer are unable to agree to a date for the mediation or to the
identity of a mutually agreed mediator within thirty (30) calendar days
following the date of the request for mediation, then all the conditions
precedent for mediation will be deemed to have occurred.
v. The Parties will share the costs of the mediator's fee and any filing fees
equally. Venue for any mediation will be in Tarrant County, Texas. If the
Parties cannot resolve the dispute through mediation, then either Party will
have the right to exercise any and all remedies available under law regarding
the dispute.
vi. In the event that this dispute resolution process does not resolve the dispute
between the Parties and the aggrieved Party believes a default has occurred,
then the aggrieved Party must follow the process set out for events of default
under Section 14 of this Agreement.
(d) Duration of a TIRZ Escalation.
i. In the event a TIRZ Escalation occurs pursuant to the terms of this
Agreement, then the TIRZ Escalation will begin on the first day of the
immediately following calendar year and will expire as set forth below.
1. Assessment Request.
I. If a TIRZ Escalation occurs as a result of an Assessment
Request, then the TIRZ Escalation will expire on the first
day on which either of the following occurs:
a. City Council adopts an Assessment Ordinance for
the applicable Improvement Area substantially
matching the Assessment Request and in accordance
with the provisions of Section 3.2(b); or
b. TIRZ Revenues are produced and paid to Developer
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in an amount equal to the proposed total Assessment
value for the applicable Improvement Area.
2. Bond Request
I. If a TIRZ Escalation occurs as a result of a Bond Request,
then the TIRZ Escalation will expire on the first day on
which either of the following occurs:
a. PID Bonds are issued and payment is made; or
b. TIRZ Revenues in an amount equal to PID Bond
proceeds are paid to Developer.
3. Zoning Request
I. If a TIRZ Escalation occurs as a result of a Zoning Request,
then the TIRZ Escalation will expire on the first day on
which any of the following occurs:
a. The affected zoning is revised to match the Concept
Plan;
b. 10 years from the date that the TIRZ Escalation
becomes effective;
c. Expiration of the term of the TIRZ; or
d. Maximum reimbursement for the affected
Improvement Area has been achieved.
(e) Notwithstanding anything herein to the contrary, a TIRZ Escalation will apply to
the entire Property.
4.3 Application of Monies in the TIRZ Fund.
(a) TIRZ Revenues generated by the City and Counties shall be paid into the TIRZ
Fund and will be consistent with all applicable laws and City policies, the TIRZ Project and
Financing Plan and SAP and applied in accordance with the following order of priorities:
i. First, all of the TIRZ Revenue generated from an individual Lot or Parcel
that is allocated to offset or pay a portion of the Assessments levied in any
given year on such Lot or Parcel shall be used to pay such Assessments for
the full term of the Assessments.
ii. Second, any Economic Development Agreements related to projects located
on the Property.
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iii. Third, reimbursement of any Original Owner or Assignee for monies
already expended for any TIRZ Improvements that serve a regional area,
e.g., bridges, major thoroughfares, arterial roadways, water and sewer
trunklines exceeding 8" in diameter.
iv. Fourth, reimbursement of any Original Owner or Assignee for any TIRZ
Improvements for which Completion of Construction has occurred and for
which Assessments have not yet been or will not be levied.
v. Fifth, reimbursement of any Original Owner or Assignee for monies already
expended for any other TIRZ Improvements;
vi. Sixth, amortization of bonds to be issued by the City to fund construction
of TIRZ Improvements.
vii. Seventh, any other available TIRZ Revenue not allocated per items 1-6
above (or waived permanently or for a given period by an Original Owner
or its Assignee) may be used to fund any economic development initiatives,
for the purpose of incentivizing the development of the Property.
viii. Eighth, at the expiration of the term of the TIRZ, any monies then
remaining in the TIRZ Fund shall be used to reimburse any of the Original
Owners or Assignees then owed money for any TIRZ Improvements, which
monies shall be applied on a first -in -first -out basis until all of such monies
are distributed. In order to receive these funds, an accounting of funds
expended by any Original Owner or Assignee shall be provided to the City
in writing before any consideration of a reimbursement may be paid.
ix. Ninth, upon expiration of the TIRZ, any funds collected and obligated (by
contract or otherwise) but not disbursed will remain in the TIRZ Fund until
all such projects have been fully completed and TIRZ funded debt
instruments and other obligations, including any outstanding Assessments
have been fully retired. Any funds not otherwise obligated, by contract or
otherwise, at the expiration of the TIRZ will be distributed back to the
participating entities pursuant to applicable law.
4.4 TIRZ Bonds.
Notwithstanding anything to the contrary, in the event any certificates of obligation or other
City debt is issued and backed by TIRZ revenues as a planned repayment source, the repayment
obligation will be given the highest priority over any unpledged TIRZ Revenue at the time of debt
issuance, and the priority of payment set forth above will only be applicable after all debt service
obligations (including funding or replenishing of any required reserve fund) have been met for that
period.
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SECTION 5
MASTER REIMBURSEMENT AGREEMENT /
OTHER REIMBURSEMENT AGREEMENTS
5.1 Master Reimbursement Agreement / Other Reimbursement Agreements.
(a) Within ninety (90) days after the creation of the PID (the "MRA Deadline"), the
City and the Original Owners shall negotiate in good faith to enable the Parties to enter into a
Master Reimbursement Agreement applicable to all the Property. In the event the Parties have not
entered into the Master Reimbursement Agreement by the expiration of the MRA Deadline, either
the Original Owners or the City may unilaterally extend the MRA Deadline by an additional thirty
(30) days. Thereafter, upon the mutual agreement of all of the Original Owners and the City, the
MRA Deadline may be extended in any number of thirty (30) day increments. In the event the
City and Original Owners fail to execute the Master Reimbursement Agreement, in a form
mutually agreeable, by the expiration of any MRA Deadline, Original Owners may terminate this
Agreement without any liability to the City, including, but not limited to, any consequential or
punitive damages resulting therefrom. In the event this Agreement has been recorded in the Real
Property Records of Parker County or Tarrant County and the Original Owners thereafter exercise
their right upon this Section to terminate this Agreement, the Original Owners shall be authorized
to record a Notice of Termination in the Real Property Records of Parker County and Tarrant
County, stating that the Parties failed to enter into a Master Reimbursement Agreement within the
MRA Deadline. A written copy of the proposed Notice of Termination shall be provided to the
City no later than five business days prior to the intended date of recordation of the Notice of
Termination. In the event the Original Owners record such Notice of Termination, the Party
recording such Notice of Termination shall deliver a recorded copy thereof to all of the other
Parties within fourteen (14) days after recording.
(b) The Master Reimbursement Agreement shall be consistent with the terms of this
Agreement and shall apply to all of the Property and shall incorporate the provisions of Sections
3 and 4 hereof, to the extent necessary, and may provide greater detail as to the Authorized
Improvements and TIRZ Improvements described in Exhibit "D" hereto (but shall not limit the
provisions of this Agreement, including the designation of Authorized Improvements).
(c) The Master Reimbursement Agreement shall provide estimates of the Budgeted
Costs of the Authorized Improvements and TIRZ Improvements, which shall include (i) a
maximum current dollar cost amount in current dollars, (ii) an agreed upon estimate of the rate of
inflation for the Budgeted Costs of the Public Improvements over the fifty (50) year term, and (iii)
a maximum total dollar cost amount of Authorized Improvements to be funded over the Term of
this Agreement (but not a maximum dollar cost amount of TIRZ Improvements to be funded).
(d) Pursuant to the Master Reimbursement Agreement, the Developer of a portion of
the Property will be required to request the City enter into a Reimbursement Agreement relative
to the portion of the Property then to be developed in accordance with the provisions of Section
5.2.
(e) The Master Reimbursement Agreement shall provide that the right to be reimbursed
27
for the Public Improvement Costs funded to serve an Original Owner's Property shall remain with
the Original Owner, unless the Original Owner assigns such right to reimbursement to a subsequent
Owner/Developer of such Property in accordance with the provisions of Section 15.1. Such
assignment shall only be effective when provided by the Original Owner to the City in writing and
in accordance with the provisions of Section 17.4 and the provisions contained in the Master
Reimbursement Agreement. Absent such assignment, the right to be reimbursed for all Public
Improvement Costs related to a Authorized Improvement benefitting a portion of the Property shall
remain with the Original Owner of such Property.
(f) The City shall be obligated to keep an on -going list of (i) the Authorized
Improvements and TIRZ Improvements constructed or to be constructed, (ii) the Original Owner
or authorized Assignee to whom any monies are owed, (iii) the final reimbursable costs of any
completed Authorized Improvements or TIRZ Improvements, and (iv) the source of payment. The
Master Reimbursement Agreement shall provide that no less often than once every fiscal year, but
no later than September 30 of any such fiscal year, the City will have the ability to review the
records of Developer and Original Owners (or their Assignees), as applicable, to audit their records
as to the accuracy of the items referenced above. Developer and Original Owners (or their
Assignees) shall make their records available to the City during normal business hours and upon
reasonable advance Notice.
(g) The Master Reimbursement Agreement shall provide that no less often than once
every fiscal year, but no later than September 30 of any such fiscal year, PMB CI shall review the
records of the City to audit the City's records as to the items referenced in (f) above. The City
shall make its records available to PMB CI during normal business hours and upon reasonable
advance Notice. In the event PMB CI disagrees with the City's records, PMB CI shall provide
Notice of such disagreement within ninety (90) days after it completes its review of the City's
records.
(h) The Master Reimbursement Agreement shall include the proposed form of
Reimbursement Agreement to be entered into in accordance with the provisions of Section 5.2.
5.2 Reimbursement Agreements.
(a) Prior to the Commencement of Construction of any Authorized Improvements or
TIRZ Improvements benefiting an Improvement Area, the City and the applicable Original Owner
or its Assignee shall enter into a Reimbursement Agreement substantially in the form provided in
the Master Reimbursement Agreement. Such Reimbursement Agreement shall provide that the
Developer, in accordance with its development schedule, shall cause to be constructed all
Authorized Improvements and TIRZ Improvements serving such Improvement Area and, upon the
City receiving a written accounting of all Authorized Improvements and TIRZ Improvements so
caused to be constructed, the City shall reimburse the Original Owner or its Assignee for such
Authorized Improvements and TIRZ Improvements from the net proceeds of P1D Bonds,
Assessments, or TIRZ Funds.
(b) The Reimbursement Agreement shall provide details as to (i) the specific Public
Improvements to be built serving such Improvement Area, (ii) the Budgeted Costs for such Public
28
Improvements, (iii) the projected Assessments (taking into account the projected TIRZ Funds for
such Improvement Area), and (iv) provide that the Original Owner shall be reimbursed for the
Authorized Improvements and TIRZ Improvements from the net proceeds of PID Bonds,
Assessments or the TIRZ Fund, consistent with the accounting of such expenditures as provided
in clause (a) of this section. The terms of a Reimbursement Agreement shall apply in the case of
any inconsistency between this Agreement, the Master Reimbursement Agreement and the
Reimbursement Agreement.
(c) In the event the City and an Original Owner or its Assignee fail to enter into a
Reimbursement Agreement for an Improvement Area, the provisions of this Agreement and
Master Reimbursement Agreement regarding reimbursement shall apply to such Improvement
Area. The City acknowledges that this Agreement and the Master Reimbursement Agreement
adequately provide for the reimbursement of an Original Owner, or its Assignee, in the event the
City and Developer fail to enter into a Reimbursement Agreement.
(d) Each Reimbursement Agreement shall provide that, during the period in which
reimbursement is occurring incrementally from Assessment revenue (i.e., before PID Bonds are
sold which are secured by such Assessments), Assessment installments will include interest
calculated at: (i) for a period of five (5) years, five percent (5%) above the highest average index
rate for tax exempt bonds reported in a daily or weekly bond index approved by the governing
body and reported in the month before the date the obligation was incurred; and (ii) after the period
described in (i), two percent (2%) above the bond index rate described above. The foregoing
notwithstanding, in no event shall the interest rate so calculated exceed the maximum rate
permitted by Chapter 1204, Texas Government Code. Such interest shall be payable to the
Original Owner or its Assignee in addition to reimbursement for such Authorized Improvements.
SECTION 6
ANNEXATION OF ETJ PROPERTY AND ZONING
6.1 Annexation of ETJ Property into City.
(a) Each Owner of the ETJ Property agrees to voluntarily annex its respective ETJ
Property into the corporate limits of the City in accordance with this Section 6.1. At such time as
an Owner submits to the City a preliminary plat for a portion of the ETJ Property, it shall submit
a petition to the City to voluntarily annex its land located within the preliminary plat into the
corporate limits of the City. If such portion of the ETJ Property is not contiguous to the City's
corporate limits, each Owner agrees to cooperate with the City to facilitate annexation of a
mutually agreeable strip of land to connect such ETJ Property to the City limits. Each Owner of
ETJ Property agrees that throughout the Tenn of this Agreement, such Owner will not develop its
portion of the ETJ Property unless it has first submitted an application to the City to annex such
land into the corporate limits of the City. Unless the City opts not to annex such portion of the ETJ
Property within one -hundred twenty (120) days after the Owner has submitted its petition for
voluntary annexation, the Owner of such ETJ Property agrees to cooperate with the City to
complete such annexation prior to the recording of the final plat of such ETJ Property.
(b) If, in conjunction with the submittal of a preliminary plat of an Improvement Area,
29
it is necessary to annex a portion of such Owner's ETJ Property outside the preliminary plat in
order to develop the Improvement Area, the City and such Owner agree to co-operate in good faith
to annex such additional ETJ Property into the City' s corporate limits simultaneously with the land
in the preliminary plat.
(c) Once an Owner of ETJ Property submits its preliminary plat and its petition to
voluntarily annex its applicable ETJ Property into the corporate limits of the City, the City agrees
to expeditiously review such plat and all of its construction plans for development of such ETJ
Property and the City will not postpone review of such plat and plans until such ETJ Property is
annexed.
(d) After any portion of the Property is annexed by the City, such property shall be
subject to all City requirements applicable to development within the City, except as provided by
this Agreement.
6.2 Permitted Uses. The ETJ Property shall be developed as follows:
(a) Tracts depicted on the Concept Plan as Industrial shall be developed in accordance
with the permitted uses and development regulations applicable to the "K" Heavy Industrial
District, as set out in Sections 4.803 and 4.1004 of the Zoning Ordinance, including all uses
cumulative thereof.
(b) Tracts depicted on the Concept Plan as Mixed -Use shall be developed in
accordance with the permitted uses and development regulations applicable to the following
regulations, or any combination thereof: (i) "R2" Townhouse/Cluster District, as set out in
Sections 4.603 and 4.709 of the Zoning Ordinance, (ii) "D" High Density Multifamily, as set out
in Sections 4.603 and 4.712 of the Zoning Ordinance, (iii) "UR" Urban Residential District, as set
out in Sections 4.603 and 4.713 of the Zoning Ordinance, (iv) "E" Neighborhood Commercial, as
set out in Sections 4.803 and 4.901 of the Zoning Ordinance, (v) "G" Intensive Commercial, as set
out in Sections 4.803 and 4.904 of the Zoning Ordinance, (vi) "MU-1" Low Intensity Mixed -Use
District, as set out in Sections 4.1203 and 4.1300 of the Zoning Ordinance, and (vii) "MU-2" High
Intensity Mixed -Use District, as set out in Sections 4.1203 and 4.1302 of the Zoning Ordinance.
The location and amount of the Property to be developed in accordance with such regulations shall
be determined by Developers in their discretion.
(c) Tracts depicted on the Concept Plan as Single -Family shall be developed in
accordance with the permitted uses and development regulations applicable to (i) "A-5" One -
Family Residential District, as set out in Sections 4.603 and 4.705 of the Zoning Ordinance,
provided, however, maximum permitted lot coverage is sixty percent 60%; and (ii) "R2"
Townhouse/Cluster District, as set out in Sections 4.603 and 4.709 of the Zoning Ordinance. No
site plans shall be required. The location and amount of the Property to be developed in accordance
with such regulations shall be determined by Developers in their discretion, provided, however, a
maximum of thirty percent (30%) of the Residential areas may be developed in accordance with
"R2" standards. At least seventy percent (70%) of the Residential areas shall be developed in
accordance with the "A-5" One -Family Residential District, including all uses cumulative thereof.
30
6.3 Zoning.
(a) ETJ Property. In conjunction with an Owner submitting a petition to the City to
voluntarily annex a portion of the ETJ Property into the City, such Owner shall deliver an
application to zone the Property consistent with the Concept Plan ("Zoning Application"). If the
Zoning Application submitted by an Owner is in accordance with the then current Concept Plan,
the City Manager shall recommend approval of such Zoning Application. The City shall process
the Zoning Application concurrently with the annexation petition and shall set votes on
consideration of the annexation and zoning ordinances at the same City Council meeting. In the
event of a conflict between the terms of this Agreement (including particularly the Concept Plan)
and any zoning adopted by the City Council relating to the ETJ Property, the terms of this
Agreement shall prevail, and the City shall permit development in accordance with the Concept
Plan as described in Section 6.2.
(b) In -City Property. The In -City Property is currently zoned "A-5" Single -Family,
"RI" Zero Lot Line/Cluster, "CR" Low Density Multifamily, "C" Medium Density Multifamily,
"E" Neighborhood Commercial and "G" Intensive Commercial, as depicted on "Exhibit B-1."
The Original Owners intend to submit a Zoning Application, consistent with the Concept Plan, to
rezone such property to "A-5" Single -Family, "R2" Townhouse/Cluster District, "D" High Density
Multifamily, "E" Neighborhood Commercial, and "G" Intensive Commercial. The City Manager
shall recommend approval of such Zoning Application.
(c) Inconsistent Zoning. In the event the City Council determines (i) to not approve
the zoning of any ETJ Property as requested by the Original Owners, provided such zoning
application is consistent with the designation of such Property in the Concept Plan and this
Agreement or (ii) to not approve the rezoning of any In -City Property as requested by the Original
Owners, provided such zoning application is consistent with Subsection (b) above, the City's
participation in the TIRZ shall increase as provided in Section 4.2.
SECTION 7
DEVELOPMENT PROCESS
7.1 Jurisdiction. Pursuant to this Agreement and Section 242.001(a)(3) of the Texas
Local Government Code, the City shall have and exercise exclusive jurisdiction over the review
and approval of preliminary and final plats, amending plats, replats and minor replats, and approval
of plans for the Private Improvements and for the Property in accordance with this Agreement.
7.2 Applicable Regulations. The Property will be developed in accordance with this
Agreement and the City Regulations.
7.3 Plat Approval. The Concept Plan is attached as Exhibit "B." Approval of Master
Studies supporting the Concept Plan and amendments to the Master Thoroughfare Plan to align
with the Concept Plan will be required. Any revisions to the Concept Plan approved by the City
Plan Commission, or administratively approved by the Executive Secretary of the Plan
Commission, will be filed with the City Secretary's Office by the City as an addendum to this
Agreement. Subdivision of the Property or any portion thereof shall require approval of plats by
31
the City's Plan Commission or by City staff in accordance with the Concept Plan, the Subdivision
Ordinance and this Agreement. The Property may be preliminary platted in phases as determined
by a Developer. No further review or approval of the Concept Plan is required.
7.4 Pre -Development Conference; Development Review Timelines.
(a) Each applicable Developer and the City's Director of Development Services or
designated City staff and other affected departments shall conduct a pre -development conference
prior to submittal of each preliminary plat by such Developer to the City. Such conference shall
include discussion of the project schedule. The City shall administer the development process for
the Property on the same terms as development projects within the City's corporate limits.
(b) Throughout the Term of this Agreement, the City shall provide project facilitators
dedicated to the Project to assist each Developer in all facets of the development and permitting
process with the specific goal of expediting the plan review and permitting process. The project
facilitator shall promptly address delays in reviewing and approving development applications in
accordance with this Section 7.4.
(c) Section 3 1-63(b)(1) of the City Code does not apply to submittal of preliminary
plats for the Property. The City will review Master Studies and Local Studies (each, an
"Infrastructure Study." and, collectively, the "Infrastructure Studies"), concurrently with
preliminary plat submittal in order to expedite approvals. The City shall review updates to a
Master Study concurrently with Local Studies.
(d) The City will provide timely reviews of plats and construction plans for the
Property in accordance with Sections 212.009, et seq., Texas Local Government Code. Further,
the City will provide timely reviews of all Infrastructure Studies, as follows:
(i) The municipal authority, department or employee responsible for
approving an Infrastructure Study (each, a "Municipal Authority") shall approve,
approve with conditions, or disapprove an Infrastructure Study within 30 days after
the date the Infrastructure Study is submitted to the City. An Infrastructure Study
is approved unless it is disapproved within that period and in accordance with
subsection (d)(ii).
(ii) A Municipal Authority that conditionally approves or disapproves an
Infrastructure Study under this Subsection (d) shall provide the applicant a written
statement of the conditions for the conditional approval or reasons for disapproval
that clearly articulates each specific condition for the conditional approval or reason
for disapproval. Each condition or reason specified in the written statement (x) must
be directly related to the applicable requirements; (y) must include a citation to the
law, including a statute or municipal ordinance, manual or policy that is the basis
for the conditional approval or disapproval, if applicable; and (z) may not be
arb itrary.
(iii) After the conditional approval or disapproval of an Infrastructure Study
pursuant to subsection (i), the applicant may submit to the Municipal Authority that
32
conditionally approved or disapproved the Infrastructure Study a written response
that satisfies each condition for the conditional approval or remedies each reason
provided for disapproval. The Municipal Authority may not establish a deadline for
an applicant to submit the response. The applicant may submit multiple responses
pursuant to this Subsection (iii) until the Infrastructure Study is approved.
(iv) A Municipal Authority that receives a response under Subsection (iii) shall
determine whether to approve or disapprove the applicant's previously
conditionally approved or disapproved Infrastructure Study not later than the 15th
day after the date the response was submitted.
(v) A Municipal Authority that conditionally approves or disapproves an
Infrastructure Study following the submission of a response under Subsection (iii)
must comply with Subsection (ii) and may disapprove the Infrastructure Study only
for a specific condition or reason provided to the applicant under Subsection (ii). A
Municipal Authority that receives a response under Subsection (iii) shall approve a
previously conditionally approved or disapproved Infrastructure Study if the
response adequately addresses each condition of the conditional approval or each
reason for the disapproval.
(vi) If the Municipal Authority responsible for approving an Infrastructure
Study fails to approve, approve with conditions, or disapprove an Infrastructure
Study within the prescribed period, the Infrastructure Study shall be deemed
approved for all purposes; provided, however, that (i) a Local Study must be
consistent with the applicable Master Study to be deemed approved, and (ii) an
Infrastructure Study can only be deemed approved if it complies with applicable
City, state, and federal regulations.
(e) The City will execute previously agreed documents relating to development of the
Property in a timely manner, including without limitation community facilities agreements and
change orders. Assuming the agreement corresponds to the previously negotiated terms and is
accompanied by full, complete, and accurate supporting documentation, the City shall respond to
Developer's submittals in connection with such documents within fifteen (15) days.
7.5 Buildina Permits; Inspections.
(a) A building permit shall not be issued for a structure unless a final plat has been
recorded for the Lot or Parcel on which the structure will be constructed.
(b) Developer shall pay all applicable fees for plan reviews and inspections in
accordance with the City's then -current fee schedule.
(c) No building permit may be issued to a builder who does not own land within the
Property, unless such builder agrees in writing to be bound by this Agreement and delivers a copy
of such writing to the City's Building Official.
(d) Notwithstanding anything to the contrary, if the City elects not to annex any portion
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of the Property, building permits are not required in the City's extraterritorial jurisdiction.
7.6 Design and Construction of Public Improvements. With the exception of projects
constructed as City capital projects, each Developer shall determine the schedule for design and
construction of the Public Improvements necessary to serve its Property. A Developer shall submit
construction plans to the City for review, approval of the plans, and approval to commence
construction. The Developer shall not submit construction plans until the updated Master Studies
and Local Studies are approved, consistent with Sections 7.4, 9.3 and 10.2. The construction plan
submission shall be consistent with the approved Local Studies.
7.7 CFA's and Fees: Disadvantage Business Enterprise Requirement.
(a) All Public Improvements shall have a Community Facilities Agreement, financial
guarantee and associated construction inspection service fees, administrative material testing
service fees and water laboratory testing fees, if required by the CFA Ordinance.
(b) Development of the Property shall be subject to fees that are generally applicable
to development within the City's corporate limits, provided, however, the City Council may, at its
discretion, waive certain fees associated with the development of the Property that are legally
permissible for the City Council to waive.
(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 Improvements 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.
7.8 Inspections. City employees or third -party inspectors retained in accordance with
generally applicable City policies shall perform all inspections and testing of the Public
Improvements.
7.9 Easements and Rights -of -Way; Eminent Domain.
(a) All easements or rights -of -way within the boundaries of the Property required for
the installation of the Public Improvements shall be granted and dedicated to the City by the
applicable Owner at no cost to the City, but shall be eligible for reimbursement hereunder;
provided, however, that the foregoing provision shall expressly exclude residential streets, water
lines of 8" or less in diameter, and sewer lines of 8" or less in diameter. Such dedications shall be
in the form reasonably required by the City for such types of easements.
(b) The applicable Developer agrees to use commercially reasonable efforts to obtain
all off -site right(s)-of-way, consents and easements, if any, outside the Property required for the
Public Improvements. If, however, Owners are unable to obtain such off -site right(s)-of-way,
consents, or easements within ninety (90) days of commencing efforts to obtain same, the City
may, at its option, take all reasonable steps necessary and within its lawful authority to secure same
through the use of the City's power of eminent domain. If the City fails to secure such third -party
right(s)-of-way, consents or easements, after reasonable good faith efforts, or the City elects not
34
to use eminent domain to attempt to secure third -party right(s)-of-way, consents or easements, then
Developer, in order to develop that portion of the Project, must redesign that portion of the Project
to be supported by off -site Public Improvements for which right(s)-of-way, consents, and
easements can be obtained.
7.10 Dedication and Ownership of Public Improvements.
(a) Upon approval and acceptance by the City, a Developer shall convey or cause to be
conveyed legal title to Public Improvements to the City.
(b) In connection with the transfer of any Public Improvements to the City pursuant to
this Agreement, a Developer 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.
7.11 Maintenance and Repair of Public Improvements. Upon dedication of Public
Improvements to the City, the City shall operate, maintain and repair the Public Improvements at
the City's cost.
7.12 Recovery of Oversizin2 Costs. Owners shall cooperate with the City to construct
Public Improvements in excess of the capacity needed to serve the Property when requested by the
City. In the case where oversizing is needed to serve areas outside of the Property, the City shall
fund the City's proportionate share of the costs of oversizing Public Improvements required by
this Agreement. The City shall make any determination for necessary oversizing not later than
fifteen (15) days after the approval of a Local Study. The City shall reimburse Owners for
oversizing costs no less frequently than quarterly. The City's cost participation in Public
Improvements in accordance with this Agreement shall include the proportional share based on
the full capacity of the pipe or other infrastructure of engineering costs, construction phase
engineering services, construction costs, public bidding advertising costs, easements, permits,
Infrastructure Plan Review Center ("IPRC") Engineering Plan Review fees, material testing costs,
administrative material testing costs, construction inspection service fees, water lab testing fees,
franchise utility relocation costs, and the cost of public notifications. Each party would be
responsible for its own attorney's fees. The City's cost participation shall require the approval of
the City Council. Owners shall have no obligation to oversize Public Improvements to exceed
infrastructure needed to serve the Property if the City Council does not approve cost participation
in such infrastructure within sixty (60) days of all of the following conditions having occurred: (i)
an approved Local Study (ii) IPRC approval of construction plans for such Public
Improvements;(iii) submission of CFA application; and (iv) completion of the public bidding
process, if required; provided, however, that if the sixtieth day falls on a date when no regularly
scheduled City Council meeting exists, that deadline will be extended to the next regularly -
scheduled City Council meeting.
7.13 Indemnification and Hold Harmless. THE APPLICABLE DEVELOPER
(INCLUDING ANY SUCCESSOR OR ASSIGNEE THEREOF, INCLUDING, WITHOUT
LIMITATION, A PURCHASER OF ANY PORTION OF THE PROPERTY, BUT EXCLUDING
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ANY END BUYER) AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND
INDEMNIFY THE CITY FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS,
JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER, "CLAIMS") AGAINST THE
CITY, INCLUDING REASONABLE ATTORNEY'S FEES AND OTHER COSTS, ARISING
OUT OF THE DESIGN OR CONSTRUCTION OF ANY PUBLIC IMPROVEMENTS THAT
ARE DEDICATED OR OTHERWISE CONVEYED TO THE CITY BY SUCH DEVELOPER.
7.14 HOA/POA.
(a) Homeowners Association. Unless otherwise agreed by the City and a Developer,
all single-family residential homes located within the Property shall be required to be within the
jurisdiction of a HOA, which shall: (i) collect mandatory fees; (ii) provide for the enforcement of
deed restrictions encompassing such portion of the Property; and (iii) maintain the open space.
(b) Property Owners Association. Unless otherwise agreed by the City and a
Developer, all multi-family/commercial/retail property located within the Property shall be
required to be within the jurisdiction of a POA, which shall: (i) collect mandatory fees; (ii) provide
for the enforcement of deed restrictions; and (iii) maintain open space.
7.15 Conveyance of Land for City Facilities. Up to five (5) platted lots, each at a
minimum amount necessary to accommodate the desired city facilities but in no case less than two
(2) developable acres each and not to exceed in the aggregate a total of twenty-five (25) acres,
shall be dedicated to the City by the Original Owners for facilities, including but not limited to fire
stations, community centers, and libraries. Although such land shall be dedicated to the City, such
land shall be considered an Authorized Improvement eligible to be reimbursed in accordance with
the provisions hereof. The lot locations are subject to City approval without costs to the City. In
the event the City does not construct the intended community facilities on such platted lots within
ten (10) years after dedication, then ownership thereof shall revert to the grantor.
SECTION 8
PUBLIC IMPROVEMENTS
8.1 Authorized Improvements. The Budgeted Costs of the Authorized Improvements
and TIRZ Improvements shall be updated in accordance with the terms hereof, the Master
Reimbursement Agreement, any Reimbursement Agreement and the PID Act.
8.2 Construction, Ownership. and Transfer of Public Improvements.
(a) Construction Plans. A Developer of an Improvement Area shall prepare, or cause
to be prepared, plans and specifications for each of the Public Improvements and have them
submitted to the City for approval in accordance with this Section. The construction plans for the
Public Improvements shall be prepared by a professional engineer or architect licensed in the State
of Texas, at Developer's cost. Construction plans shall be in conformity with the City Regulations,
and State law related to the construction of horizontal and engineered infrastructure and facilities.
Upon receipt of complete construction and/or engineering plans and corresponding fees, the City
shall review the submitted construction and/or engineering plans to determine their compliance
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with applicable City Regulations, State law and this Agreement. In certain cases required by
statute, construction plans may be required to be submitted to other local and state agencies for
approval. The City shall provide comments to the submitter of the construction plans, plats
(including Community Facilities Agreements), permits, Master Studies and Local Studies
regarding their compliance, addressing any areas that fail to comply with the City Regulations,
State law or this Agreement in accordance with the time periods established by Chapter 212 of the
Texas Local Government Code and Section 7.4.
(b) Contract Award. The contracts for construction of Public Improvements shall be let
in the name of Developer, unless otherwise agreed by the Developer and City. Developer's
engineers shall prepare, or cause to be prepared, contract specifications and necessary related
documents for the Public Improvements. Developer shall administer all contracts. The Budgeted
Costs of Authorized Improvements paid or caused to be paid by Developer shall be reimbursed
from the proceeds of the PID Bonds in accordance with the Indenture, reimbursed by the collected
Assessments levied pursuant to the terms of any Reimbursement Agreement and/or from the TIRZ
Fund pursuant to the Master Reimbursement Agreement.
(c) Construction Standards and Inspection. The Public Improvements required for the
full development of the Property shall be constructed and inspected in accordance with the City
Regulations. All generally applicable fees established by the City Council including permit fees
and inspection fees, shall be paid by Developer.
(d) Competitive Bidding. This Agreement and construction of the Authorized
Improvements are anticipated to be exempt from competitive bidding pursuant to Texas Local
Government Code, Sections 252.022(a)(9) and 252.022(a)(1 1), based upon current cost estimates.
In the event that the actual costs for the Authorized Improvements do not meet the parameters for
exemption from the competitive bid requirement, then either competitive bidding or alternative
delivery methods may be utilized as allowed by law and City ordinances. Construction of the
TIRZ Improvements is exempt from competitive bidding. If the City participates in the cost of the
Public Improvements, such as when oversizing the Public Improvements, competitive bidding may
be necessary if required by State law.
(e) Public Improvement Conveyance. All Public Improvements shall be conveyed to
the City free and clear of all liens. At the time of conveyance, the Developer shall deliver to the
City releases from the contractors, subcontractors, and suppliers of materials who have provided
labor and materials for the Public Improvements showing they have been paid for such labor and
materials.
(0 Bonds. Developer shall provide the City with an adequate financial guarantee for
all Public Improvements in accordance with City Regulations and Developer's contractors shall
provide the City with payment, performance and maintenance bonds for all Public Improvements
as required by the City Regulations. To the extent costs for bonds are for Authorized
Improvements and/or TIRZ Improvements, such costs shall be considered Authorized
Improvements and/or TIRZ Improvements eligible for reimbursement. To the extent bond costs
are for City oversizing, such costs shall be the responsibility of the City.
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(g) Ownership. All of the Public Improvements shall be owned by the City upon
acceptance of them by the City. Developer agrees to take any action reasonably required by the
City to transfer or otherwise dedicate or ensure the dedication of easements and facilities for the
Public Improvements to the City and the public.
SECTION 9
WATER SERVICE, INFRASTRUCTURE AND CHARGES
9.1 Certificate of Convenience and Necessity. The City holds Certificate of
Convenience and Necessity No. 12311 ("CCN") which authorizes the City to be the exclusive
retail provider of potable water to a portion of the ETJ Property (approximately 3,400 acres). Upon
creation of the PID, creation of the TIRZ, execution of the Master Reimbursement Agreement and
the adoption of TIRZ Project and Finance Plan, all consistent with the terms of this Agreement,
the Original Owners will support the City in obtaining an amendment to the City's CCN to include
that portion of the ETJ Property which currently is not within the City's certificated area of the
City's CCN. The Original Owners 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.
9.2 Water Service. Upon the inclusion of any of the ETJ Property in the City's CCN,
retail water service shall be provided by the City to the ETJ Property under the same terms as other
similarly located property in the CCN. The City acknowledges that upon completion of the WS
III Water Transmission Main, WS III Ground Storage Tank, Markum Ranch Pump Station, WSIV
Elevated Storage Tank and WSIV 36" Transmission Main (as depicted in Exhibit "H") the
foregoing infrastructure will be able to serve all of the Property located within the Westside IV
pressure plane. The City acknowledges that upon Completion of Construction of the WS III
Transmission Main, WS III Ground Storage Tank, Markum Ranch Pump Station, WSV Elevated
Storage Tower and WSV 36" Transmission Main (as depicted in Exhibit "H") currently under
construction, the City will be able to provide water service to all of the Property located within the
Westside V pressure plane. Upon request of the City, each Owner will give the City its projection
of needs for water service for the next three (3) years in order to assist the City in its planning.
9.3 On -Site Water Lines. Each Developer shall design and construct or cause to be
designed and constructed all water lines within the Property necessary to serve its Property in
accordance with the related Master Study approved by the City, and City Water and Wastewater
Infrastructure Standards, with the exception of the WSIV Elevated Storage Tank and the WSIV
36" Transmission Main as hereafter defined (the "On -Site Water Lines"). A Developer may
construct, or cause construction of, the On -Site Water Lines in phases, and in accordance with the
provisions of Sections 7 and Section 8. The schedule for construction of the On -Site Water Lines
shall be determined by a Developer in its sole discretion. It is anticipated that each Improvement
Area will be required to submit a water Local Study in alignment with the water Master Study. In
situations where the Local Study does not align with the Master Study, then Master Study must be
updated. Both the updated Master Study and the Local Study must be approved prior to submission
of construction plans, in accordance with the provisions including review timelines in Section 7.4.
9.4 Tap Fees: Water Impact Fees: Water Main Capacity Charges.
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(a) Tap or service connection fees for potable water service, irrigation service, or fire
lines provided by the City within the Property shall be the same as any other similarly located
property in the corporate limits of the City.
(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
Property on the same terms as any other similarly located property in the corporate limits, as
determined by the City from time to time in accordance with Chapter 395 of the Texas Local
Government Code and the City Regulations. The Developer or builder shall pay or cause to be
paid such Water and Wastewater 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.
9.5 Westside IV and V Pressure Plane Facilities.
(a) Promptly after the execution of this Agreement and dedication of all required land
and easements by Owners, the City shall complete design of and commence and fund construction
of the Westside IV Elevated Storage Tank with capacity of approximately 1.5MGD (the "WSIV
EST"), and WSIV 36" Transmission Main extending from the WSIV EST to Aledo Road, in the
locations generally shown on Exhibit "H."
(b) The Original Owners shall dedicate the site for the WSIV EST and easements for
the WSIV 36" Transmission Main free of charge which will not be considered Authorized
Improvements and therefore not subject to reimbursement. The Original Owners are not required
to plat the site for the WSIV EST prior to conveying such site to the City.
(c) Design and construction of the WSIV EST and WSIV 36" Transmission Main shall
be procured by Fort Worth as a capital improvement project.
(d) Costs of constructing the WSIII 42", WSIV 36", and WSV 36" Transmission
Mains shall be paid by the City, at no cost to the Owners, and recouped by the City with water
main capacity charges, which shall be considered Authorized Improvements if paid by an Owner,
Developer or End Buyer within the Property. Water main capacity charges are due at the time of
Final Plat in accordance with City Regulations.
(e) City agrees to coordinate with Original Owners on the location of future
connections to the WSV 36" Transmission Main to be located adjacent to the Property on the north
side ("Walsh Property"), with Developers being responsible for design and construction of these
connection points.
(0 Commercial Areas shown on the Concept Plan are located partly in the Westside
IV Pressure Plane and partly in the Westside V Pressure Plane. Upon Completion of Construction
of the WSV EST and WSV 36" Transmission Main, Developers of the Property shall be able to
utilize the Westside V water within Commercial areas shown on the Concept Plan. However,
commercial properties located in the Westside IV pressure plane receiving temporary water service
from the Westside V pressure plane shall revert to Westside IV service as soon as the WSIV EST
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goes into operation.
(g) City shall timely complete construction of the WSV EST and WSV 36"
Transmission Main which are under construction and shall assist Developers in making necessary
connections.
(h) City agrees to collaborate with the Owners in evaluating alternatives to reallocating
capacity from the Ventana Water Pump Station to other areas within the Property (i.e. Rockbrook)
at no cost to the City. Owners agree to prioritize extension of water transmission lines from the
proposed WSIV EST to the commercial areas within the WS IV pressure plane in the Property (i.e.
Rockbrook, etc.) in order to transition service from the Ventana hydro -pneumatic system to the
WSIV EST as quickly as possible.
9.6 Non -notable Water.
(a) City agrees to prioritize bringing effluent treated water line(s) to the Property for
industrial and commercial users and other potential appropriate uses (public area irrigation, etc.).
Land and easement dedication necessary for reclaimed water infrastructure will be dedicated by
the Owners or Developers without cost to the City, and therefore will not be considered Authorized
Improvements and therefore not subject to reimbursement. The City anticipates each customer will
be required to execute a reclaimed water contract with the City, and agree to pay a per million
gallon per day ("MGD") connection charge (similar to what is utilized to connect to a water
transmission main). Such MGD connection charge shall be considered a Public Improvement if
paid by an Owner, Developer or End Buyer.
(b) Developers of Property may use ground water system(s) for irrigation and
construction purposes. The Owners acknowledge that drilling of water wells within the Property
requires coordination with Upper Trinity Groundwater Conservation District.
SECTION 10
WASTEWATER SERVICE, INFRASTRUCTURE AND CHARGES
10.1 Sewer Service. Retail sewer service shall be provided by the City under the same
terms as other similarly located property in the City. City agrees to timely make wastewater
capacity available so as not to interrupt or delay development of the Property. Upon request of the
City, each Owner shall give the City its projection of needs for wastewater service for the next
three (3) years in order to assist the City in its planning.
10.2 On -Site Wastewater Infrastructure.
(a) Each Developer shall design and construct or cause to be designed and constructed
wastewater Lines within the Property necessary to serve its Property in accordance with the related
Master Study approved by the City and City Water and Wastewater Infrastructure Standards (the
"On -Site Wastewater Lines"). Developer may construct, or cause construction of, the On -Site
Wastewater Lines in phases in accordance with the provisions of Section 7. The schedule for
construction of the On -Site Wastewater Lines shall be determined by a Developer in its sole
discretion. It is anticipated that each Improvement Area will be required to submit a wastewater
40
Local Study in alignment with the wastewater Master Study. In situations where the Local Study
does not align with the Master Study, then Master Study must be updated. Both the updated Master
Study and the Local Study must be approved prior to submission of construction plans, in
accordance with the provisions including review timelines in Section 7.4.
(b) Parties acknowledge there will be necessary lift stations within the Property and
shall work together to reduce the number of overall lift stations within the Property. City will
collaborate with each Developer on the locations of these proposed lift stations, force mains, and
gravity mains necessary to provide sewer service to areas that naturally drain to the Clear Fork of
the Trinity River.
(c) Land and easements necessary for the construction of wastewater lift stations, force
mains and infrastructure will be dedicated by the Owner or Developer without cost to the City and
therefore, not subject to reimbursement as an Authorized Reimbursement.
(d) Ventana Lift Station. The City shall utilize oversized capacity in the Ventana Lift
Station shown in Exhibit "I" to provide service to a portion of the Property. The excess capacity
potentially available is approximately 3.3MGD after accounting for Ventana, but will require
pump upgrades, which will be initiated, designed, and constructed by the Developer(s) and will
require per acre assessment on the downstream Walnut Creek sewer line. Developers shall be
responsible for reimbursing the City for the oversized lift station capacity that was funded by the
City which shall be considered Authorized Improvements if paid by an Owner or Developer and
paid at the time of Final Plat based on the capacity utilized in each phase.
10.3 Off -Site Wastewater Facilities.
(a) Walnut Creek Sewer. The City is moving forward with the construction of the
Walnut Creek Sewer Part I in the general location shown on Exhibit "I." This sewer line will be
available to serve the Property in accordance with approved sewer studies submitted for the
Property. Connection to the Walnut Creek sewer line will require either a sewer per acre charge
(traditional single-family density) or a sewer main capacity charge (large sewer discharge
development) by the applicable Owner, Developer or End Buyer. Such charges shall be considered
Authorized Improvements if paid by Owner or Developer. City will timely pursue construction of
Walnut Creek Sewer Part II, including the timely pursuit of necessary easements.
(b) Gravity Offsite Sewer.
1) Dutch Branch Sewer Extension. Per a previously approved joint ordinance
and boundary agreement between the City of Benbrook and Fort Worth, Benbrook agreed
to dedicate easements to facilitate construction of the Dutch Branch sewer extension across
Whitestone Golf Course in Benbrook. As part of that agreement, Fort Worth and Benbrook
agreed to work together to determine the alignment and construction schedule. Fort Worth
will collaborate with Developer to determine their timing for this sewer extension and
enforce all such related rights to easements to enable the construction of the Dutch Branch
sewer extension. As part of the Dutch Branch Sewer Extension, if the City elects to redirect
flows from the Ventana Lift Station to the Dutch Branch Line, Developer shall not be
41
responsible for the proportionate costs of such capacity which the City has regained in
other parts of its system.
2) Benbrook/Ph3 Parallel. City and Benbrook Water Authority ("BWA") are
responsible for planning and constructing sewer capacity improvements through the City
of Benbrook. It is anticipated that BWA will take the lead on the design and construction
of the capacity improvements, with input from Fort Worth and Developer on timing.
3) Connection to either the Dutch Branch and/or Benbrook PH3 sewer lines
will require payment of either a sewer per acre charge or sewer main capacity charge by
the Applicable Owner, Developer, or End Buyer. Such charges shall be considered
Authorized Improvements if paid by the Owner or Developer at the time of Final Plat based
on the capacity utilized in such phase.
10.4 Tap Fees; Wastewater Impact Fees; Per Acre Charges.
(a) Tap or service connection fees for wastewater service provided within the Property
shall be the same as other similarly located property in 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 Property,
on the same terms as other similarly located property 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 Regulations. The Developer or builder shall pay or cause to be paid such Water
and Wastewater Impact Fees at the time a building permit is issued.
SECTION 11
ROADWAYS AND BRIDGES
11.1 Design and Construction of Roadway and Stormwater Infrastructure. All on -site
and off -site roadway and stormwater infrastructure ("Roadway and Stormwater Infrastructure")
shall be designed and constructed in accordance with City Roadway and Drainage Standards.
The schedule for construction of Roadway and Stormwater Infrastructure shall be determined by
Developers in their sole discretion and may be phased as needed to serve development of the
Property, subject to compliance with City Regulations and approved traffic studies.
11.2 Arterials. Arterials within the Property shall be the responsibility of each Developer
in accordance with the Master Thoroughfare Plan ("MTP"), as amended. Developers shall
construct such arterials in phases as needed to serve development of the Property, with such
development schedule to be determined by Developers in their sole discretion, subject to
compliance with City Regulations and approved traffic studies.
11.3 Master Thoroughfare Plan Amendments. City staff will support and expedite
MTP amendments solely within the Property in accordance with the Concept Plan and as otherwise
mutually agreed.
11.4 Bear Creek Parkway. Owners shall be responsible for constructing all 4 lanes and
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dedicating 55' ROW (50%) of Bear Creek Pkwy along the southern border of the Property as
shown on Exhibit "J". Owners may construct such roadway in phases as needed to serve
development of the Property, subject to compliance with City Regulations and approved traffic
studies.
11.5 Major Regional Roads/Bridges. City will cooperate in good faith with Tarrant
County, Parker County, Owners, North Central Texas Council of Governments ("NCTCOG"),
Texas Department of Transportation (TxDOT"), Union Pacific Railroad ("UPRR") and other
interested parties and may participate in planning and construction of major regional
crossings/bridges.
11.6 Transportation Impact Fees. City shall not assess or collect Transportation Impact
Fees in connection with development of the Property.
SECTION 12
PARKS AND OPEN SPACE
12.1 Community Parkland/Neighborhood Parkland.
(a) Owners will provide the City with community parkland (minimum 50-acre
parcel(s)) and neighborhood parkland in accordance with the current City of Fort Worth
Neighborhood & Community Park Dedication Policy (PDP), except that a Developer will be
permitted to convey the neighborhood parkland to the City via perpetual public easement instead
of general warranty deed. The Community Park land must be platted and deeded to the City by
general warranty deed. Owners will be responsible for developing the neighborhood parkland
subject to the City's Park Dedication Policy. The location of any parkland to be conveyed to the
City (either by dedication or easement) shall be proposed by Developers and will be subject to the
current PDP and City approval.
(b) A Developer will not be obligated to pay fees in lieu of park dedication and
development. However, such Developer may enter into one or more Agreements Concerning Park
Dedication and Improvements in order to delay dedication and development of neighborhood
parks to later phases of development by depositing the dedication and development funds with the
City, to be refunded to Developer upon dedication and development of the parks for which the
funds were deposited.
12.2 Flood Plain. Property in the FEMA 100-year flood plain shall be either preserved
as privately owned HOA Property that includes a public access easement for future trails (City's
preference) or dedicated to the City for open space conservation.
12.3 Trail Plan. Owners shall provide a conceptual trail plan with external connection
points to the City within six (6) months after the Effective Date for approval by the City Manager
or designee.
12.4 Parkland Dedication. Dedication of land or easements to the City shall be at no
cost to the City but, will be Authorized Improvements eligible for reimbursement hereunder not to
exceed funds deposited per Section 12.1(b).
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SECTION 13
PAYMENT OF AUTHORIZED IMPROVEMENTS AND DEVELOPMENT CHARGES
13.1 Compliance with this Agreement. Provided an Original Owner or Developer or its
Assignee is not in default with the terms of this Agreement, such Original Owner or Developer
shall be entitled to be reimbursed for the Authorized Improvements and TIRZ Improvements in
accordance with the Master Reimbursement Agreement, the applicable Reimbursement
Agreement, and this Agreement. In the case of any conflict between such agreements, the terms
of the Reimbursement Agreement applicable to an Improvement Area shall apply.
13.2 Improvement Account of the Proiect Fund. On the date of issuance of any PID
Bonds, the City shall establish the Improvement Account of the Project Fund in accordance with
the applicable Indenture. Any Improvement Account of the Project Fund shall be maintained as
provided in the Indenture and shall not be commingled with any other funds of the City. Any
Improvement Account of the Project Fund shall be administered and controlled (including
signatory authority) by the City, or the trustee bank for the PID Bonds, and funds in the
Improvement Account of the Project Fund shall be deposited and disbursed in accordance with the
terms of the Indenture. In the event of any conflict between the terms of this Agreement and the
terms of the Indenture relative to deposit and/or disbursement, the terms of the Indenture shall
control.
13.3 Cost Overrun. In the event of a Cost Overrun, the Developer shall be solely
responsible for such Cost Overrun for the applicable Authorized Improvements (but eligible for
reimbursement from TIRZ Revenue), subject to the Cost Underrun provision in Section 13.4
below.
13.4 Cost Underrun. If, upon the Completion of Construction of an Authorized
Improvement (or segment or section thereof) and payment or reimbursement for such Authorized
Improvement, there are Cost Underruns, any remaining Budgeted Cost(s) from any line item may
be available to pay Cost Overruns on any other Authorized Improvement funded with the same
Assessment, with the approval of the City Manager, which shall be reflected in the next SAP
update. Prior to the Completion of Construction of all of the Authorized Improvements within an
improvement category, but after the construction contracts commence (and are provided to the
City/PID Administrator), Budgeted Costs as listed in the applicable SAP, if in excess of the
contract amounts for the same category of Authorized Improvements in the construction contracts,
will be available to fund Cost Underruns and applied to other Authorized Improvement categories.
The next Annual SAP Update will include adjustments to the Authorized Improvements budgets
to align with the construction contracts. If, upon completion of the Authorized Improvements in
any improvement category, there are funds still remaining in any improvement categories, those
funds can then be used to reimburse the Developer for any qualifying costs of the Authorized
Improvements that have not been previously paid.
13.5 Remainder of Funds in the Improvement Account of the Proiect Fund. If funds
remain in the applicable Improvement Account of the Project Fund after the completion of all
Authorized Improvements, to be paid from the proceeds of such series of PID Bonds, and the
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payment of all Authorized Improvement Costs as provided for in the Indenture, then such funds
shall be used by the City to reimburse Developer for any portion of the applicable Authorized
Improvement Costs paid by Developer, or any other use applicable to the Property as provided by
law. In the event of any conflict between the terms of this Agreement and the terms of the Indenture
relative to deposit and/or disbursement, the terms of the Indenture shall control.
13.6 Payment Process for Authorized Improvements.
(a) The City shall authorize reimbursement of the Authorized Improvement Costs from
PID Bond proceeds or revenues collected from Assessments, as applicable. Developer shall submit
for approval to the City a Certification for Payment Form (no more frequently than monthly, and
no less frequently than monthly if requested by the City) for Authorized Improvement Costs,
including a completed segment, section, or portion of an Authorized Improvement. The
Certification for Payment Form is set forth in Exhibit "F," and may be modified by the Indenture
or, if applicable, a Reimbursement Agreement. The City shall review the sufficiency of each
Certification for Payment Form submission to ensure compliance with the Reimbursement
Agreement. The City shall review each Certificate for Payment within fifteen (15) business days
of receipt thereof and upon approval, certify the Certificate for Payment pursuant to the provisions
of the Indenture or, if applicable, a Reimbursement Agreement, and payment shall be made to
Developer pursuant to the terms of the Indenture or, if applicable, a Reimbursement Agreement
provided that funds are available under the Indenture or such Reimbursement Agreement. If a
Certificate for Payment is approved only in part, the City shall specify the extent to which the
Certificate of Payment is approved and payment for such partially approved Certificate of Payment
shall be made to Developer or their designee pursuant to the terms of the Indenture or, if applicable,
Reimbursement Agreement, provided that funds are available under the Indenture or
Reimbursement Agreement.
(b) If the City requires additional documentation, or timely disapproves or questions
the correctness or authenticity of the Certificate of Payment, the City shall deliver a detailed Notice
to such Developer within twenty (20) business days of receipt thereof; payment with respect to the
disputed portion(s) of the Payment Certificate shall not be made until Developer and the City have
jointly settled such dispute or additional information has been provided to the City's reasonable
satisfaction.
13.7 Development, Review, and Inspection Fees. Development of any portion of the
Property shall be subject to payment to the City of the applicable fees according to the City's
Regulations, including without limitation fees relating to platting, zoning requests, permitting,
Water and Wastewater Impact Fees, and any other charges and fees not expressly exempted or
altered by the terms of this Agreement.
I3.8 PID Bond Covenants. Anything in this Agreement to the contrary notwithstanding,
the covenants in the proceedings authorizing the issuance of PID Bonds shall control the
reimbursement of any Party to this Agreement or any Reimbursement Agreement.
SECTION 14
OBLIGATIONS; EVENTS OF DEFAULT; REMEDIES
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14.1 Events of Default. No Party shall be in default under this Agreement until Notice
of the alleged failure of such Party to perform, the nature of which is reasonably detailed, has been
given in writing as provided in Section 17.4; however, that Party receiving such Notice must
commence curing such alleged failure no later than 30 days from the Date of the Notice and
thereafter diligently and continuously pursues performance until the alleged failure has been cured.
14.2 Original Owner Default. Each of the following events shall be an "Event of
Default" by an Original Owner or its Assignee under this Agreement:
(a) So long as the City has complied with the terms and provisions of this Agreement,
such Party fails to pay to the City any monetary sum hereby required of it as and when the same
becomes due and payable and does not cure such default in accordance with Section 14.1.
(b) Such Party fails in any material respect to maintain any of the insurance or bonds
required by this Agreement, and the continuation of the failure without cure as set forth in Section
14.1.
(c) Such Party fails to comply in any material respect with any term, provision, or
covenant of this Agreement (other than the payment of money to the City), and does not cure such
default in accordance with Section 14.1.
14.3 City Default. Each of the following events shall be an Event of Default by the City
under this Agreement:
(a) So long as the applicable Party has complied with the terms and provisions of this
Agreement, the City fails to pay to such Party any monetary sum hereby required of it as and when
the same become due and payable and does not cure such default in accordance with Section 14.1.
(b) The City fails to comply in any material respect with any term, provision, or
covenant of this Agreement, other than the payment of money, and does not cure such default in
accordance with Section 14.1.
14.4 Remedies. IF A PARTY IS IN DEFAULT, THE AGGRIEVED PARTY MAY, AT
ITS OPTION AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY UNDER
THIS AGREEMENT, 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. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO
DEFAULT UNDER THIS AGREEMENT SHALL:
(a) Entitle the aggrieved Party to terminate this Agreement;
(b) 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 "Owner A" based on the grounds that Owner A is in default with respect to any
46
other tract or that Owner `B" is in default);
(c) Entitle the aggrieved Party to seek or recover monetary damages of any kind; or
(d) Limit the Term.
14.5 No Liability for Actions of Others. Except as expressly set forth in this Agreement:
(i) the liabilities, obligations and responsibilities of each Original Owner, its authorized Assignee,
under this Agreement are several, and not joint; and (ii) no Original Owner or its Assignee, of any
portion of the Property will be in default under this Agreement or otherwise liable or responsible
for any default which is not caused by such Original Owner or by any person acting by, through
or under such Original Owner or Assignee.
SECTION 15
ASSIGNMENT; ENCUMBRANCE; AMENDMENT
15.1 Assignment.
(a) This Agreement shall be binding upon and inure to the benefit of the Original
Owners, their Affiliates and Assignees. The obligations, requirements, or covenants to develop an
Original Owner's Property in this Agreement may be assigned by any Original Owner, in whole
or in part, (i) without the consent of the City so long as the City is provided advance written Notice
in accordance with Section 17.4 (A) at least sixty (60) days prior to the assignment's effective date
for any assignment encompassing property that is subject to a Developer Continuing Disclosure
Agreement and such disclosure obligations are proposed to be assigned or (B) at least thirty (30)
days prior to the assignment's effective date for any assignment that does not encompass any
property that is subject to a Developer Continuing Disclosure Agreement where disclosure
obligations are proposed to be assigned and so long as the assignment is being made to (a) any
person or entity that is or will become an owner of any portion of the Property; (b) any Affiliate
of an Original Owner; or (c) any lienholder on the Property or (ii) to any other entity with prior
written consent of the City. Each entity to which all or a portion of this Agreement has been
assigned may be referred to herein as "an Assignee."
(b) Any monies due under this Agreement or any Reimbursement Agreement may be
assigned by any Original Owner or Assignee without the prior written consent of, but upon Notice
to, the City, as provided in Sections 5.1(e) and 17.4.
(c) Each assignment shall be in writing and shall be executed by the Original Owner
and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent rights
and obligations under this Agreement are being assigned. Such assignment shall not be effective
until Notice thereof is provided to the City in accordance with Section 17.4. No assignment by an
Original Owner, an Owner or Developer shall release such Party from any liability that resulted
from an act or omission by such Party that occurred prior to the effective date of the assignment,
unless the City approves the release in writing. From and after such assignment, the City agrees
to look solely to the Assignee for the performance of all obligations assigned to the Assignee and
agrees that such Assignor 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.
47
15.2 Notice of Assignment. Subject to Section 17.4 of this Agreement, the following
requirements shall apply in the event that an Original Owner, Owner or Developer ("Assignor")
sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its
rights, obligations or benefits under this Agreement, except to an End Buyer:
(a) Within thirty (30) days after the effective date of any such sale, assignment,
transfer, or other conveyance, the Assignor must provide written Notice to the City;
(b) Said Notice must describe the extent to which any rights or benefits under this
Agreement have been sold, assigned, transferred, or otherwise conveyed;
(c) Said Notice must state the name, mailing address, telephone contact information,
and, if known, email address, of the person(s) that have acquired any rights, obligations or benefits
as a result of any such sale, assignment, transfer, or other conveyance; and
(d) The Notice must be signed by a duly authorized person representing the Assignor.
(e) Said Notice shall be substantially in the form attached hereto as Exhibit "G."
15.3 Encumbrance bv_ Original Owner and Assignee. Each Original Owner and its
Assignee shall have the right, from time to time, to collaterally assign, pledge, grant a lien or
security interest in, or otherwise encumber any of its rights, title, or interest under this Agreement
for the benefit of its lenders without the consent of, but with 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
unless the lender agrees in writing to perform such obligations or incur such liability. Provided the
City has been given a copy of the documents creating the lender's interest, including Notice
information for the lender, then that lender shall have the right, but not the obligation, to cure any
default under this Agreement and shall be given a reasonable time to do so in addition to the cure
periods otherwise provided to the defaulting Party by this Agreement; and the City agrees to accept
a cure, offered by the lender 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. 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.
15.4 Assignees as Parties. An Assignee authorized in accordance with this Agreement
shall be considered a "Party" for the purposes of this Agreement, but only to the extent of the rights
obligations and benefits assigned. With the exception of an End Buyer, any person or entity, upon
becoming an owner of land within the Property or upon obtaining an ownership interest in any part
of the Property, shall be deemed to be a "Developer" of such Property and have all of the
obligations of a Developer as set forth in this Agreement and all related documents to the extent
48
of said ownership or ownership interest, but such Developer shall not be entitled to any
reimbursements for any Public Improvements, unless such right has been assigned as provided in
Section 5.1(e).
15.5 Third -Party Beneficiaries. Subject to Section 15.1 of this Agreement, this
Agreement inures only to the benefit of, and may only be enforced by, the Parties to the extent of
their interests in the Agreement. No other person or entity shall have any right, title, or interest
under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement.
15.6 Amendment. This Agreement may be amended only upon written amendment
approved by the City Council and executed by the City and the Original Owner whose rights and
liabilities under this Agreement are affected by such amendment. In the event an Original Owner
sells any portion of the Property, such Original Owner may, but is not required to, assign to such
purchaser the right to amend this Agreement as to such purchased Property. In the absence of
assignment of such right to a purchaser, such purchaser's signature is not required to amend this
Agreement.
SECTION 16
RECORDATION AND ESTOPPEL CERTIFICATES
16.1 Recordation and Applicability to District and End Buyer. Pursuant to the
requirements of Section 212.172(c) of the Local Government Code, the Original Owners shall
record this Agreement, and all amendments to this Agreement, in the Real Property Records of
Parker County, Texas, and Tarrant County, Texas and shall provide a file -marked copy of the
recorded Agreement to the City Manager within ten (10) days after its execution. This Agreement
shall be binding upon the Property, the Original Owners, the City, a Developer, an Owner
(excluding End Buyers), any lender that has become an Assignee, and any other authorized
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 End Buyer, except for land use and development regulations that
apply to the Lot or Parcel in question.
16.2 Estoppel Certificates. From time to time upon written request of an Owner or
Developer, and upon payment to the City of a $50.00 fee, the City Manager, or their designee will,
in their official capacity and to their reasonable knowledge and belief, execute a written estoppel
certificate in a form to be determined solely by the City either identifying any obligations of an
Owner or Developer under this Agreement that is in default, or stating that to the best of the
knowledge of the City Manager such Owner or Developer is not in default of any obligations under
the Agreement.
SECTION 17
ADDITIONAL PROVISIONS
17.1 Additional Property. To the extent an Original Owner, or an Affiliate thereof,
49
acquires any additional property within the area depicted on Exhibit "B" ("Additional Property"),
such purchaser may provide Notice to the City of such acquisition, accompanied by a legal
description, that such purchaser proposes the Additional Property be subject to and developed in
accordance with the provisions of this Agreement upon the execution of an amendment to this
Agreement and to the extent permitted by law and approved by the City Council. The City
Manager agrees to recommend approval by the City Council to (i) add the Additional Property to
this Agreement; (ii) add the Additional Property to the PID or create a separate PID encompassing
the Additional Property; (iii) add the Additional Property to the TIRZ; (iv) amend the Project and
Finance Plan to provide the same financing for the Additional Property, and (v) take all reasonable
actions for the Original Owner or Affiliate to be entitled to be reimbursed for any and all
Authorized Improvements and TIRZ Improvements under the same terms as provided herein.
17.2 Term/Early Termination.
(a) The term of this Agreement shall be for a period of forty-five (45) years beginning
on the Effective Date.
(b) In the event the City fails to create the PID within the timeframe provided in Section
3.1, or the City fails create the TIRZ within the timeframe provided in Section 4.1, or the Parties
fail to enter into a Master Reimbursement Agreement within the timeframe provided in Section
6.1, the Original Owners may terminate this Agreement as provided in such Sections.
Notwithstanding anything to the contrary, the City's failure to create the PID or TIRZ or enter into
a Master Reimbursement Agreement as providing in Sections 4, 5, or 6 (respectively) will not
constitute an event of default under this Agreement but, rather, may only result in a termination of
the Agreement without any liability on the part of the City, including, but not limited to, actual,
consequential, or punitive damages.
17.3 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this
Agreement. 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.
17.4 Notices. Any notice, submittal, payment, or instrument required or permitted by
this Agreement to be given or delivered to any Party shall be deemed to have been received when
personally delivered or 72 hours following deposit of the same in any United States Post Office,
registered or certified mail, postage prepaid, and addressed as follows:
To the City:
City of Fort Worth, Texas
Attn: City Manager
200 Texas Street
Fort Worth, Texas 76102
50
With a copy to:
To PB Ventana 1 LLC:
To PMB I20 Land LP:
To PMB Rolling
V South Land LP:
To PMB RVS
Dev Co LLC:
To PMB SWFW
Dev Co LLC:
City of Fort Worth
Attn: City Attorney
200 Texas Street
Fort Worth Texas, 76102
PB Ventana 1, LLC
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@PMBinv.com
PMB I20 Land LP
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@,PMBinv.com
PMB Rolling V South Land LP
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@PMBinv.com
PMB RVS Dev Co LLC
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@,PMBinv.com
PMB SWFW Dev Co LLC
4001 Maple Avenue
Suite 270
51
To PMB Team
Ranch Devco LLC:
To PMB Veale Land
Investors 1 LP:
To PMB Ventana
Developer LLC:
To PMB Ventana
Developer South LLC:
To PMB Ventana
SFR LP:
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@PMBinv.com
PMB Team Ranch Devco LLC
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@PMBinv.com
PMB Veale Land Investors 1 LP
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@PMBinv.com
PMB Ventana Developer LLC
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@PMBinv.com
PMB Ventana Developer South LLC
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor a,PMBinv.com
PMB Ventana SFR LP
4001 Maple Avenue
Suite 270
Dallas, Texas 75219
52
To TRT Land
Investors, LLC:
(214) 954-7039
Attn: Mr. Taylor Baird
Email: Tavlor@PMBinv.com
TRT Land Investors, LLC
4001 Maple Avenue
Dallas, Texas 75219
(214) 954-7039
Attn: General Counsel
Email: piorveatrtholdinas.com
Any Party may change its address or addresses for delivery of notice by delivering written notice
of such change of address to the other Party.
17.5 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
any dispute over the meaning or application of any provision of this Agreement, the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless
of which Party originally drafted the provision.
17.6 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is necessary and required.
17.7 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action of the City Council in accordance with all applicable 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 and is duly
authorized to do so. Each Original Owner represents and warrants that this Agreement has been
approved by appropriate action of such Original Owner, and that each individual executing this
Agreement on behalf of an Original Owner has been and is duly authorized to do so. Each Party
respectively acknowledges and agrees that this Agreement is binding upon such Party and is
enforceable against such Party, in accordance with its terms and conditions and to the extent
provided by law.
17.8 Severability. This Agreement shall not be modified or amended except as provided
herein. If any provision of this Agreement is determined by a court of competent jurisdiction to
be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this
Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual
agreement of the Parties, be rewritten to be enforceable and to give effect to the intent of the
Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be
interpreted to give effect to the intent of the Parties. Without limiting the foregoing, the
applicability of this Agreement to the In -City Property in no respect affects the applicability of this
Agreement to the ETJ Property.
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17.9 Applicable Law: Venue. This Agreement is entered into pursuant to, and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
the Parties are performable in the county in which the subject property is located. This Agreement
is a development agreement authorized by Section 212.172, et seq. of the Local Government Code
with respect to the ETJ Property. This Agreement is enforceable with respect to the In -City
Property to the maximum extent permitted by law. Exclusive venue for any action related to,
arising out of, or brought in connection with this Agreement shall be in the county, State or Federal
Court of Competent Jurisdiction where the subject property is located.
17.10 Non -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 in 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 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.
17.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy or other electronic
imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.
17.12 City Council Exercise of Legislative Discretion. Notwithstanding any other
provisions hereof, nothing in this Agreement shall be construed as a contractual obligation that
controls, waives or supplements the City Council' s legislative discretion relative to creation of the
PID, creation of the TIRZ, adoption of the Project and Finance Plan, levy of Assessments, issuance
of PID Bonds, and zoning of the Property.
17.13 Force Maieure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of the
essence in such performance. However, in the event a Party is unable, due to Force Majeure, to
perform its obligations under this Agreement, then the obligations affected by the Force Majeure
shall be temporarily suspended. Within thirty (30) days after the occurrence of a Force Majeure,
the Party claiming the right to temporarily suspend its performance shall give Notice to all Parties,
including a detailed explanation of the Force Majeure and a description of the action that will be
taken to remedy the Force Majeure and resume full performance at the earliest possible time.
17.14 Complete Agreement. This Agreement embodies the entire Agreement between the
Parties and cannot be varied or terminated except as set forth in this Agreement.
17.15 Consideration. This Agreement is executed by the Parties without coercion or
duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
17.16 Anti-Bovcott Verifications. Each Original Owner hereby verifies that it and its
parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott
54
Israel and will not boycott Israel during the term of this Agreement. The foregoing verification is
made solely to comply with Section 2271.002, Texas Government Code, and to the extent such
section does not contravene applicable Federal law. As used in the foregoing verification, `boycott
Israel' means refusing to deal with, terminating business activities with, or otherwise taking any
action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled
territory, but does not include an action made for ordinary business purposes. For purposes of this
paragraph, Owner understands `affiliate' to mean an entity that controls, is controlled by, or is
under common control with Developer and exists to make a profit.
17.17 Iran, Sudan and Foreign Terrorist Organizations. Each Original Owner represents
that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
posted on any of the following pages of such officer's internet website:
https://comptroller.texas.gov/purchasing/docs/sudan-1 ist.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made
solely to comply with Section 2252.152, Texas Government Code, and to the extent such section
does not contravene applicable Federal law and excludes each Owner and each of its parent
company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United
States government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
For purposes of this paragraph, Developer understands "affiliate" to mean any entity that controls,
is controlled by, or is under common control with Developer and exists to make a profit.
17.18 Fossil Fuels Boycott Verification. As required by 2274.002, Texas Government
Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), as amended, each
Original Owner hereby verifies that it, including any wholly -owned subsidiary, majority -owned
subsidiary, parent company, or affiliate of the same, does not boycott energy companies, and will
not boycott energy companies during the term of this Agreement. As used in the foregoing
verification, "boycott energy companies" shall have the meaning assigned to the term "boycott
energy company" in Section 809.001, Texas Government Code, as amended.
17.19 Firearms Discrimination Verification. As required by Section 2274.002, Texas
Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session, SB 19),
as amended, each Original Owner hereby verifies that it, including any wholly -owned subsidiary,
majority -owned subsidiary, parent company, or affiliate of the same, (i) does not have a practice,
policy, guidance or directive that discriminates against a firearm entity or firearm trade association;
and (ii) will not discriminate against a firearm entity or firearm trade association during the term
of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or
trade association" shall have the meaning assigned to such term in Section 2274.001(3), Texas
Government Code (as added by SB 19), as amended.
17.20 Governmental Powers; Waiver of Immunity. It is understood that by execution of
this Agreement, the City does not waive or surrender any of its governmental powers, immunities,
55
or rights, except as specifically waived pursuant to this Section. The City waives its 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 has with respect to
suits against the City by persons or entities not a party to this Agreement.
17.21 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter
245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date.
Notwithstanding any provision of this Agreement to the contrary, Owners do not. by entering into
this Agreement, waive any rights arising under Chapter 245, as amended, or under any other
provision of law.
17.22 Annexation Disclosure. Each Owner expressly acknowledges that it is not required
to enter into this Agreement and that annexation proceedings are subject to an Owner's consent,
as owner of a portion of the ETJ of the Property. 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 enter into a written
agreement with Owner for the provision of services in the area. The annexation ordinance may be
adopted at the conclusion of the public hearing. In accordance with Section 212.172(i) of the Texas
Local Government Code, immunity from suit for the purpose of adjudicating a claim for breach of
this Agreement is waived. The Parties acknowledge that this section complies with Section
212.172(b-1) of the Texas Local Government Code.
[SIGNATURE PAGES FOLLOW, AND THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]
56
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF FORT WORTH, TEXAS
By:
Name: Dana B hdoff
Title: Assist. nt " itManager
Date:
ATTEST:
By.
Janne
City
Goodall
retary
APPROVED AS TO FORM AND LEGALITY
rr,wuh
Assistant ity Attorney
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on the day of , 2023
by Dana Burghdoff, the Assistant City Manager of the City of Fort Worth, Texas, on behalf of said
City.
Veale Ranch Development Agreement — Signature Page 1
Notary Public, State of Texas
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
OWNERS:
Dated effective as of: March 9, 2023
PB VENTANA 1, LLC,
a Texas limited liability company
By: PB Ventana Manager, LLC,
a Texas limited liability company,
its Manager
By:
Name: K. Taylor Baird
Its: Manager
PMB I20 LAND LP,
a Texas limited partnership
By: PMB I20 Land GP LLC,
a Texas limited liability company,
its General Partner
By:
Name: K. Taylor Baird
Its: Manager
PMB ROLLING V SOUTH LAND LP,
a Texas limited partners
By: PMB Rolling V South Land GP LLC,
a Texas limited liability company,
its General Partner
C7j)LA
By: `�
Name: Taylor Bail
Its: Manager
Veale Ranch Development Agreement — Signature Page 2
PMB RVS DEVCO LLC,
a Texas limited liability company
By: PMB RVS Dev Co Manager LLC,
a Texas limited liability company,
its Manager
By: SC-'3-(2-_
Name: K. Taylor Baird
Its: Manager
PMB SWFW DEV CO LLC,
a Texas limited liability company
By: PMB SWFW Dev Co Manager LLC,
a Texas limited liability company,
its Manager
By:
Name' K. Taylor Baird
Its: Manager
PMB TEAM RANCH DEVCO LLC,
a Texas limited liability company
By: PMB Team Ranch Manager LLC,
a Texas limited liability company,
its Manager
By:
Narne: K. Taylor Baird
Its: Manager
Veale Ranch Development Agreement — Signature Page 3
PMB VEALE LAND INVESTORS 1 LP,
a Texas limited partnership
By: PMB Veale Land Investors 1 GP LLC,
a Texas limited liability company,
its General Partner
By:�\
Name: K. Taylor Baird
Its: Manager
PMB VENTANA DEVELOPER LLC,
a Texas limited liability company
By: PB Ventana Manager, LLC,
a Texas limited liability company,
its Manager
By:
Name: K. Taylor Baird
Its: Manager
PMB VENTANA DEVELOPER SOUTH LLC,
a Texas limited liability company
By: PMB Ventana Developer LLC,
a Texas limited liability company,
its Manager
By: PB Ventana Manager, LLC,
a Texas limited liability company,
its Manager
By:
Name: K. Taylor Baird
Its: Manager
Veale Ranch Development Agreement — Signature Page 4
PMB VENTANA SFR LP,
a Texas limited partnership
By: PMB Ventana SFR GP LLC,
a Texas limited liability company,
its General Partner
By:
Q--(1
Name:"K. Taylor Baird
Its: Manager
TRT LAND INVESTORS, LLC
a Delaware limited liability company
By:
Name:
Its:
Veale Ranch Development Agreement — Signature Page 5
STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on the raay of March, 2023 by K. Taylor
Baird, Manager of PB Ventana Manager, LLC, a Texas limited liability company, the Manager of
PB Ventana 1, LLC, a Texas limited liability company and on behalf of said entities.
(SEAL)
i �wv "us JEFFREY RICH CAGNINA JR
Notary ID #133309105
My Commission Expires
September 1, 2025
STATE OF TEXAS
COUNTY OF DALLAS
Public, State of Texas
This instrument was acknowledged before me on the '`day of March, 2023 by K. Taylor
Baird, Manager of PMB I20 Land GP LLC, a Texas limited liability company, the General Partner
of PMB I20 Land, LP, a Texas limited partnership and on behalf of said entities.
(SEAL)
4
JEFFREY RICH CAGNINA JR
Notary ID #133309105
7=� My Commission Expires
'f ory September 1, 2025
STATE OF TEXAS
COUNTY OF DALLAS
§
utlic, State of Texas
This instrument was acknowledged before me on the $day of March, 2023 by K. Taylor
Baird, Manager of PMB Rolling V South Land GP LLC, a Texas limited liability company, the
General Partner of PMB Rolling V South Land LP, a Texas limited partnership and on behalf of
said entities.
(SEAL)
JEFFREY RICH CAGNINA JR
Notary ID #133309105
My Commission Expires
September 1, 2025
Veale Ranch Development Agreement — Signature Page 6
Public, State of Texas
STATE OF TEXAS
COUNTY OF DALLAS §
This instrument was acknowledged before me on the day of March, 2023 by K. Taylor
Baird, Manager of PMB RVS Dev Co Manager LLC, a Texas limited liability company, the
Manager of PMB RVS Dev Co LLC, a Texas limited liability company and on behalf of said
entities.
(SEAL)
JEFFREY RICH CAGNINA JR
Notary ID #133309105
My Commission Expires
September 1, 2025
Not 44 ublic, State of Texas
STATE OF TEXAS
COUNTY OF DALLAS §
This instrument was acknowledged before me on the rday of March, 2023 by K. Taylor
Baird, PMB SWFW Dev Co Manager LLC, a Texas limited liability company, the Manager of
PMB SWFW Dev Co LLC, a Texas limited liability company and on behalf of said entities.
(SEAL)
JEFFREY RICH CAGNINA JR
4 Notary ID #133309105
My Commission Expires
September 1, 2025 Not ' ublic, State of Texas
STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on the day of March, 2023 by K. Taylor
Baird, Manager of PMB Team Ranch Manager LLC, a Texas limited liability company, the
Manager of PMB Team Ranch Devco LLC, a Texas limited liability company and on behalf of
said entities.
(SEAL)
JEFFREY RICH CAGNINA JR
Notary ID #133309105
My Commission Expires
September 1, 2025
Veale Ranch Development Agreement — Signature Page 7
ublic, S ate of Texas
STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on the day of March, 2023 by K. Taylor
Baird, Manager of PMB Veale Land Investors 1 GP LLC, a Texas limited liability company, the
General Partner of PMB Veale Land Investors 1 LP, a Texas limited partnership and on behalf of
said entities.
(SEAL)
STATE OF TEXAS
JEFFREY RICH CAGNINA JR
Notary ID #133309105
My Commission Expires
September 1, 2025
N ry Public, State of Texas
COUNTY OF DALLAS §
This instrument was acknowledged before me on the "day of March, 2023 by K. Taylor
Baird, Manager of PB Ventana Manager, LLC, a Texas limited liability company, the Manager of
PMB Ventana Developer LLC, a Texas limited liability company and on behalf of said entities.
(SEAL)
STATE OF TEXAS
LIZ
ar
COUNTY OF DALLAS
JEFFREY RICH CAGNINA JR
Notary ID #133309105
My Commission Expires
September 1, 2025
§
Notablic, State of Texas
This instrument was acknowledged before me on the rday of March, 2023 by K. Taylor
Baird, Manager of PB Ventana Manager, LLC, a Texas limited liability company, the Manager of
PMB Ventana Developer LLC, a Texas limited liability company, the Manager of PMB Ventana
Developer South LLC, a Texas limited liability company and on behalf of said entities.
(SEAL)
JEFFREY RICH CAGNINA JR
Notary ID #133309105
My Commission Expires
September 1, 2025
Veale Ranch Development Agreement — Signature Page 8
Nota+ ' ublic, State of Texas
STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on the day of March, 2023 by K. Taylor
Baird, Manager of PMB Ventana SFR GP LLC, a Texas limited liability company, the General
Partner of PMB Ventana SFR LP, a Texas limited partnership and on behalf of said entities.
(SEAL)
STATE OF TEXAS
COUNTY OF DALLAS
JEFFREY RICH CAGNINA JR
Notary 10 #133309105
My Commission Expires
September 1, 2025
§
Notary .lic, State of Texas
This instrument was acknowledged before me on the day of March, 2023 by
aul A. _joiQ C, , ,vr of TRT Land Investors, LLC, a Delaware limited liability
company acted on behalf of said limited liability company.
(SEAL)
,ar npB JEFFREY RICH CAGNINA JR
\r� Notary 10 #133309105
My Commission Expires
September 1, 2025
Veale Ranch Development Agreement — Signature Page 9
Nota ..lic, State of Texas
Exhibit A-1
The Metes and Bounds Description of the In -City Property
PMB Ventana Developer South LLC Property (153.952 Acres)
BEING A 191.349 ACRE TRACT OF LAND SITUATED IN THE ELIZABETH LANGSTON
SURVEY, ABSTRACT NO. 988, THE T.F. ROGERS SURVEY, ABSTRACT NO. 1357, THE
EDWARD TAYLOR SURVEY, ABSTRACT NO. 1560 AND THE D.T. FINLEY SURVEY,
ABSTRACT NO. 1903, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS AND BEING
PART OF A 1214.617 ACRE TRACT OF LAND CONVEYED TO JOHNNY HAMPTON
(BUD) VINSON II AND CHERYL R. VINSON, AS RECORDED IN COUNTY CLERK'S FILE
NO. D204159103, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS. SAID
191.349 ACRE TRACT, WITH REFERENCE BEARING BASIS BEING GRID NORTH,
TEXAS STATE PLANE COORDINATES, NORTH CENTRAL ZONE, NAD83 (NAD83 (2011)
EPOCH 2010), DETERMINED BY GPS OBSERVATION, CALCULATED FROM DALLAS
CORS ARP (PID-DF8984) AND ARLINGTON RRP2 CORS ARP (PID-DF5387), AND BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING AT A 1/2 INCH IRON ROD WITH CAP STAMPED "FULTON" FOUND
FOR THE SOUTHEAST CORNER OF A 117.198 ACRE TRACT OF LAND, CONVEYED TO
PB VENTANA 1, LLC., AS RECORDED IN COUNTY CLERK'S FILE NO. D215129625,
OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, THE SOUTHWEST
CORNER OF THE REMAINDER OF A 38.910 ACRE TRACT OF LAND CONVEYED TO SJ
ROLLING HILLS DEVELOPMENT, LP, AS RECORDED IN COUNTY CLERK'S FILE NO.
D203176403, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, THE
NORTHWEST CORNER OF A 24.308 ACRE TRACT OF LAND CONVEYED TO TEXAS
ELECTRIC SERVICE COMPANY, AS RECORDED IN VOLUME 5428, PAGE 543,
OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING ON
THE EAST LINE OF SAID 1214.617 ACRE TRACT;
THENCE, SOUTH 60 DEGREES 58 MINUTES 38 SECONDS WEST, OVER AND ACROSS
SAID 1214.617 ACRE TRACT AND ALONG THE SOUTH LINE OF SAID 117.198 ACRE
TRACT, A DISTANCE OF 1613.31 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED
"BURY" FOUND FOR THE SOUTHWEST CORNER OF SAID 117.198 ACRE TRACT AND
THE SOUTHEAST CORNER OF A 162.310 ACRE TRACT OF LAND CONVEYED TO PB
LONG TERM HOLD 1, LP, AS RECORDED IN COUNTY CLERK'S FILE NO. D215129626,
OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING THE
POINT OF BEGINNING;
THENCE, OVER AND ACROSS SAID 1214.617 ACRE TRACT, THE FOLLOWING
COURSES AND DISTANCES:
SOUTH 18 DEGREES 44 MINUTES 17 SECONDS EAST, A DISTANCE OF 304.90
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 1
SOUTH 79 DEGREES 56 MINUTES 47 SECONDS EAST, A DISTANCE OF 361.22
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 71 DEGREES 58 MINUTES 13 SECONDS EAST, A DISTANCE OF 363.76
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER AND THE BEGINNING OF A NON -TANGENT
CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 22 DEGREES 29
MINUTES 15 SECONDS, A RADIUS OF 510.00 FEET AND A LONG CHORD THAT
BEARS SOUTH 50 DEGREES 13 MINUTES 04 SECONDS EAST, A DISTANCE OF
198.88 FEET;
ALONG SAID NON -TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF
200.17 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 33 DEGREES 15 MINUTES 17 SECONDS EAST, A DISTANCE OF 676.14
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 00 DEGREES 21 MINUTES 59 SECONDS EAST, A DISTANCE OF 984.33
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 89 DEGREES 38 MINUTES 01 SECONDS WEST, A DISTANCE OF 30.00
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 00 DEGREES 21 MINUTES 59 SECONDS EAST, A DISTANCE OF 100.00
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 89 DEGREES 38 MINUTES 01 SECONDS WEST, A DISTANCE OF 955.41
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 46 DEGREES 56 MINUTES 31 SECONDS WEST, A DISTANCE OF 1061.55
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 14 DEGREES 56 MINUTES 25 SECONDS WEST, A DISTANCE OF 122.85
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 32 DEGREES 45 MINUTES 42 SECONDS EAST, A DISTANCE OF 102.90
FEET TO A 5/8 INCH IRON ROD WTTH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 60 DEGREES 24 MINUTES 29 SECONDS WEST, A DISTANCE OF 780.16
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 2
WEST, A DISTANCE OF 628.83 FEET TO A 5/8 INCH IRON ROD WITH YELLOW
PLASTIC CAP STAMPED "JACOBS" SET FOR CORNER;
NORTH 07 DEGREES 05 MINUTES 06 SECONDS WEST, A DISTANCE OF 246.75
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
NORTH 24 DEGREES 54 MINUTES 16 SECONDS WEST, A DISTANCE OF 164.11
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
SOUTH 89 DEGREES 27 MINUTES 34 SECONDS WEST, A DISTANCE OF 444.34
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER ON THE WEST LINE OF SAID 1214.617 ACRE
TRACT AND THE EAST LINE OF A 3893.555 ACRE TRACT OF LAND CONVEYED
TO IONA LAND L.P., ET AL, AS RECORDED IN COUNTY CLERK'S FILE NO.
D203145630, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, FROM
WHICH A 1 INCH IRON ROD FOUND FOR A NORTHWEST ELL CORNER OF SAID
1214.617 ACRE TRACT AND A SOUTHEAST CORNER OF SAID 3893.555 ACRE
TRACT BEARS SOUTH 00 DEGREES 32 MINUTES 29 SECONDS EAST, A
DISTANCE OF 722.55 FEET;
THENCE, NORTH 00 DEGREES 32 MINUTES 29 SECONDS WEST, ALONG SAID WEST
LINE OF 1214.617 ACRE TRACT AND SAID EAST LINE OF 3893.555 ACRE TRACT, A
DISTANCE OF 1910.63 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP
STAMPED "JACOBS" SET FOR THE SOUTHWEST CORNER OF AFORESAID 162.310
ACRE TRACT;
THENCE, NORTH 60 DEGREES 58 MINUTES 38 SECONDS EAST, OVER AND ACROSS
SAID 1214.617 ACRE TRACT AND ALONG THE SOUTH LINE OF SAID 162.310 ACRE
TRACT, A DISTANCE OF 2602.98 FEET TO THE POINT OF BEGINNING AND
CONTAINING 191.349 ACRES OF LAND, MORE OR LESS.
SAVE AND EXCEPT:
BEING A 15.007 ACRE TRACT OF LAND SITUATED IN THE E. LANGSTON SURVEY,
ABSTRACT NO. 988, T.F. ROGERS SURVEY, ABSTRACT NO. 1357, AND THE E.
TAYLOR SURVEY, ABSTRACT NO. 1560, CITY OF FORT WORTH, TARRANT
COUNTY, TEXAS, AND BEING PART OF A 191.349 ACRE TRACT OF LAND
CONVEYED TO PB LONG TERM HOLD 2, LP, AS RECORDED IN COUNTY CLERK'S
FILE NO. D217119099, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS.
SAID 15.007 ACRE TRACT, WITH BEARING BASIS BEING GRID NORTH, TEXAS
STATE PLANE COORDINATES, NORTH CENTRAL ZONE, NAD83 (NAD83 (2011)
EPOCH 2010), DETERMINED BY GPS OBSERVATIONS, CALCULATED FROM
DALLAS CORS ARP (PID-DF8984) AND ARLINGTON RRP2 CORS ARP (PID-DF5387),
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "JACOBS"
FOUND FOR THE SOUTHEAST CORNER OF SAID 191.349 ACRE TRACT AND THE
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 3
SOUTHWEST CORNER OF A 21.204 ACRE TRACT OF LAND CONVEYED TO PB
VENTANA 1, LLC, AS RECORDED IN COUNTY CLERK'S FILE NO. D217119095,
OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING ON
THE NORTH LINE OF A REMAINDER OF A 1214.617 ACRE TRACT OF LAND
CONVEYED TO JOHNNY HAMPTON (BUD) VINSON II AND CHERYL R. VINSON,
AS RECORDED IN COUNTY CLERK'S FILE NO. D204159103, OFFICIAL PUBLIC
RECORDS, TARRANT COUNTY, TEXAS, FROM WHICH A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED "JACOBS" FOUND FOR THE SOUTHEAST CORNER OF
SAID 21.204 ACRE TRACT BEARS NORTH 89 DEGREES 38 MINUTES 01 SECONDS
EAST, A DISTANCE OF 130.00 FEET;
THENCE, SOUTH 89 DEGREES 38 MINUTES 01 SECONDS WEST, ALONG THE
SOUTH LINE OF SAID 191.349 ACRE TRACT, A DISTANCE OF 501.77 FEET TO A 5/8
INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA SURVEYING" SET FOR
CORNER, FROM WHICH A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED
"JACOBS" FOUND FOR A SOUTHWEST CORNER OF SAID 191.349 ACRE TRACT
BEARS SOUTH 89 DEGREES 38 MINUTES 01 SECONDS WEST, A DISTANCE OF
453.64 FEET;
THENCE, OVER AND ACROSS SAID 191.349 ACRE TRACT, THE FOLLOWING
COURSES AND DISTANCES:
NORTH 00 DEGREES 21 MINUTES 59 SECONDS WEST, A DISTANCE OF 948.85
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
NORTH 29 DEGREES 01 MINUTES 22 SECONDS WEST, A DISTANCE OF 177.56
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
NORTH 15 DEGREES 58 MINUTES 38 SECONDS EAST, A DISTANCE OF 14.14
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
NORTH 60 DEGREES 58 MINUTES 38 SECONDS EAST, A DISTANCE OF 195.61
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER AND THE BEGINNING OF A TANGENT CURVE
TO THE LEFT HAVING A CENTRAL ANGLE OF 23 DEGREES 54 MINUTES 11
SECONDS, A RADIUS OF 510.00 FEET AND A LONG CHORD THAT BEARS
NORTH 49 DEGREES 01 MINUTES 32 SECONDS EAST, A DISTANCE OF 211.23
FEET;
ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 212.77
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 4
SOUTH 35 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 135.68
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 45 DEGREES 32 MINUTES 52 SECONDS EAST, A DISTANCE OF 47.10
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 54 DEGREES 46 MINUTES 13 SECONDS EAST, A DISTANCE OF 208.15
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "JACOBS"
FOUND AN EXTERIOR ELL CORNER ON THE EAST LINE OF SAID 191.349 ACRE
TRACT AND AN INTERIOR ELL CORNER ON THE WEST LINE OF AFORESAID
21.204 ACRE TRACT;
THENCE, ALONG SAID EAST LINE OF 191.349 ACRE TRACT AND SAID WEST LINE OF
21.204 ACRE TRACT, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 00 DEGREES 21 MINUTES 59 SECONDS EAST, A DISTANCE OF 984.33
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "JACOBS"
FOUND FOR CORNER;
SOUTH 89 DEGREES 38 MINUTES 01 SECONDS WEST, A DISTANCE OF 30.00
FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "JACOBS"
FOUND FOR CORNER;
SOUTH 00 DEGREES 21 MINUTES 59 SECONDS EAST, A DISTANCE OF 100.00
FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA
OF 15.007 ACRES, OR 653,715 SQUARE FEET OF LAND.
SAVE AND EXCEPT:
BEING A 16.826 ACRE TRACT OF LAND SITUATED IN THE T.F. ROGERS SURVEY,
ABSTRACT NO. 1357, THE E. TAYLOR SURVEY, ABSTRACT NO. 1560 AND THE D.T.
FINLEY SURVEY, ABSTRACT NO. 1903, CITY OF FORT WORTH, TARRANT COUNTY,
TEXAS AND BEING PART OF A 191.349 ACRE TRACT OF LAND CONVEYED TO PMB
VENTANA DEVELOPER SOUTH LLC, AS RECORDED IN COUNTY CLERK'S FILE NO.
D221026481, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS. SAID 16.826
ACRE TRACT, WITH BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE
COORDINATES, NORTH CENTRAL ZONE, NAD83 (NAD83 (2011) EPOCH 2010),
DETERMINED BY GPS OBSERVATIONS, CALCULATED FROM DALLAS CORS ARP
(PID-DF8984) AND ARLINGTON RRP2 CORS ARP (PID-DF5387), BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR THE SOUTHWEST CORNER OF LOT 1X, BLOCK 12 OF
VENTANA, PHASE 6A-1, AN ADDITION TO THE CITY OF FORT WORTH, AS
RECORDED IN COUNTY CLERK'S FILE NO. , OFFICIAL PUBLIC
RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING ON THE SOUTH LINE OF
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 5
SAID 191.349 ACRE TRACT AND THE NORTH LINE OF A 166.267 ACRE TRACT OF
LAND CONVEYED TO SJ BRYANT IRVIN COMMERCIAL DEVELOPMENT, LP, AS
RECORDED IN COUNTY CLERK'S FILE NO. D220341076, OFFICIAL PUBLIC RECORDS,
TARRANT COUNTY, TEXAS, FROM WHICH A 5/8 INCH IRON ROD WITH YELLOW
PLASTIC CAP STAMPED "LJA SURVEYING" SET FOR THE SOUTHEAST CORNER OF
SAID LOT 1X, BLOCK 12 AND THE SOUTHWEST CORNER OF LOT 1, BLOCK 1 OF
VENTANA ELEMENTARY SCHOOL, AN ADDITION TO THE CITY OF FORT WORTH,
AS RECORDED IN COUNTY CLERK'S FILE NO. , OFFICIAL PUBLIC
RECORDS, TARRANT COUNTY, TEXAS BEARS NORTH 89 DEGREES 38 MINUTES 01
SECONDS EAST, A DISTANCE OF 60.00 FEET AND A 5/8 INCH IRON ROD WITH
YELLOW PLASTIC CAP STAMPED "JACOBS" FOUND FOR THE SOUTHEAST CORNER
OF SAID LOT I, BLOCK 1 BEARS NORTH 89 DEGREES 38 MINUTES 0I SECONDS EAST,
A DISTANCE OF 561.77 FEET;
THENCE, ALONG THE SAID SOUTH LINE OF 191.349 ACRE TRACT AND SAID NORTH
LINE OF 166.267 ACRE TRACT, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 89 DEGREES 38 MINUTES 01 SECONDS WEST, A DISTANCE OF 393.64
FEET A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS"
FOUND FOR CORNER;
SOUTH 46 DEGREES 56 MINUTES 31 SECONDS WEST, A DISTANCE OF 110.75
FEET A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
THENCE, OVER AND ACROSS SAID 19I.349 ACRE TRACT, THE FOLLOWING
COURSES AND DISTANCES:
NORTH 40 DEGREES 23 MINUTES 33 SECONDS WEST, A DISTANCE OF 489.60
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER AND THE BEGINNING OF A NON -TANGENT
CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 06 DEGREES 50
MINUTES 54 SECONDS, A RADIUS OF 830.00 FEET AND A LONG CHORD THAT
BEARS NORTH 36 DEGREES 58 MINUTES 06 SECONDS WEST, A DISTANCE OF
99.15 FEET;
ALONG SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF
99.21 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER;
NORTH 33 DEGREES 32 MINUTES 39 SECONDS WEST, A DISTANCE OF 83.56
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER ON THE SOUTH LINE OF AFORESAID
VENTANA, PHASE 6A-1 AND THE BEGINNING OF A NON -TANGENT CURVE TO
THE RIGHT HAVING A CENTRAL ANGLE OF 00 DEGREES 27 MINUTES 30
SECONDS, A RADIUS OF 3990.00 FEET AND A LONG CHORD THAT BEARS
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 6
NORTH 56 DEGREES 32 MINUTES 24 SECONDS EAST, A DISTANCE OF 31.91
FEET;
ALONG SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF
31.91 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER;
THENCE, CONTINUING OVER AND ACROSS SAID 191.349 ACRE TRACT AND ALONG
SAID SOUTH LINE OF VENTANA, PHASE 6A-1, THE FOLLOWINGCOURSES AND
DISTANCES:
NORTH 56 DEGREES 46 MINUTES 08 SECONDS EAST, A DISTANCE OF 42.63
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
NORTH 33 DEGREES 13 MINUTES 52 SECONDS WEST, A DISTANCE OF 50.00
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 56 DEGREES 46 MINUTES 08 SECONDS WEST, A DISTANCE OF 5.73
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
NORTH 76 DEGREES 07 MINUTES 37 SECONDS WEST, A DISTANCE OF 13.61
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER, SAID POINT BEING ON THE NORTHEAST
RIGHT-OF-WAY LINE OF MEGS CREEK ROAD (A 50' RIGHT-OF-WAY);
NORTH 29 DEGREES 01 MINUTES 22 SECONDS WEST, ALONG SAID
NORTHEAST RIGHT-OF-WAY LINE OF MEGS CREEK ROAD, A DISTANCE OF
110.19 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER AT THE SOUTH END OF A CORNER CLIP
AT THE INTERSECTION OF SAID NORTHEAST RIGHT-OF-WAY LINE OF MEGS
CREEK ROAD AND THE SOUTHEAST RIGHT-OF-WAY LINE OF ORCHARD WAY
(A 60' RIGHT-OF-WAY);
NORTH 14 DEGREES 09 MINUTES 29 SECONDS EAST, ALONG SAID CORNER
CLIP, A DISTANCE OF 14.58 FEET TO A 5/8 INCH IRON ROD WITH YELLOW
PLASTIC CAP STAMPED "LJA SURVEYING" SET FOR CORNER AT THE NORTH
END OF SAID CORNER CLIP AND THE BEGINNING OF A NON -TANGENT
CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 03 DEGREES 34
MINUTES 11 SECONDS, A RADIUS OF 4170.00 FEET AND A LONG CHORD THAT
BEARS NORTH 59 DEGREES 11 MINUTES 32 SECONDS EAST, A DISTANCE OF
259.77 FEET;
THENCE, CONTINUING OVER AND ACROSS SAID 191.349 ACRE TRACT, ALONG SAID
SOUTH LINE OF VENTANA, PHASE 6A-1 AND ALONG SAID SOUTHEAST RIGHT-OF-
WAY LINE OF ORCHARD WAY, THE FOLLOWING COURSES AND DISTANCES:
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 7
ALONG SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF
259.81 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER;
NORTH 60 DEGREES 58 MINUTES 38 SECONDS EAST, A DISTANCE OF 682.76
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR THE NORTHWEST CORNER OF AFORESAID LOT IX,
BLOCK 12;
THENCE, CONTINUING OVER AND ACROSS SAID 191.349 ACRE TRACT AND ALONG
THE WEST LINE OF SAID LOT IX, BLOCK 12, THE FOLLOWING COURSES AND
DISTANCES:
SOUTH 74 DEGREES 01 MINUTES 22 SECONDS EAST, A DISTANCE OF 14.14
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 29 DEGREES 01 MINUTES 22 SECONDS EAST, A DISTANCE OF 82.72
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER AND THE BEGINNING OF A TANGENT CURVE
TO THE RIGHT HAVING A CENTRAL ANGLE OF 28 DEGREES 39 MINUTES 23
SECONDS, A RADIUS OF 410.00 FEET AND A LONG CHORD THAT BEARS
SOUTH 14 DEGREES 41 MINUTES 41 SECONDS EAST, A DISTANCE OF 202.93
FEET;
ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 205.06
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 00 DEGREES 21 MINUTES 59 SECONDS EAST, A DISTANCE OF 828.80
FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA
OF 16.826 ACRES, OR 732,925 SQUARE FEET OF LAND.
SAVE AND EXCEPT:
That 7.423 acre portion of a 7.607 acre tract of land known as Ventana, Phase 6A-
1, an addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat
thereof recorded in Document D222166626, Plat Records Tarrant County, Texas, lying
within the bounds of the above described 191.349 acre tract of land, SAVE AND EXCEPT
that certain 1.859 acre private open space lot known as Lot 1X, Block 12, of Ventana,
Phase 6A-1, an addition to the City of Fort Worth, Tarrant County, Texas, according to
the Plat thereof recorded in Document D222166626, Plat Records Tarrant County, Texas,
for a net excepted area of 5.564 acres of land.
PMB Ventana SFR LP Property (16.826 Acres)
BEING A 16.826 ACRE TRACT OF LAND SITUATED IN THE T.F. ROGERS SURVEY,
ABSTRACT NO. 1357, THE E. TAYLOR SURVEY, ABSTRACT NO. 1560 AND THE D.T.
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 8
FINLEY SURVEY, ABSTRACT NO. 1903, CITY OF FORT WORTH, TARRANT COUNTY,
TEXAS AND BEING PART OF A 191.349 ACRE TRACT OF LAND CONVEYED TO PMB
VENTANA DEVELOPER SOUTH LLC, AS RECORDED IN COUNTY CLERK'S FILE NO.
D221026481, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS. SAID 16.826
ACRE TRACT, WITH BEARING BASIS BEING GRID NORTH, TEXAS STATE PLANE
COORDINATES, NORTH CENTRAL ZONE, NAD83 (NAD83 (2011) EPOCH 2010),
DETERMINED BY GPS OBSERVATIONS, CALCULATED FROM DALLAS CORS ARP
(PID-DF8984) AND ARLINGTON RRP2 CORS ARP (PID-DF5387), BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR THE SOUTHWEST CORNER OF LOT IX, BLOCK 12 OF
VENTANA, PHASE 6A-1, AN ADDITION TO THE CITY OF FORT WORTH, AS
RECORDED IN COUNTY CLERK'S FILE NO. , OFFICIAL PUBLIC
RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING ON THE SOUTH LINE OF
SAID 191.349 ACRE TRACT AND THE NORTH LINE OF A 166.267 ACRE TRACT OF
LAND CONVEYED TO SJ BRYANT IRVIN COMMERCIAL DEVELOPMENT, LP, AS
RECORDED IN COUNTY CLERK'S FILE NO. D220341076, OFFICIAL PUBLIC RECORDS,
TARRANT COUNTY, TEXAS, FROM WHICH A 5/8 INCH IRON ROD WITH YELLOW
PLASTIC CAP STAMPED "LJA SURVEYING" SET FOR THE SOUTHEAST CORNER OF
SAID LOT 1X, BLOCK 12 AND THE SOUTHWEST CORNER OF LOT 1, BLOCK 1 OF
VENTANA ELEMENTARY SCHOOL, AN ADDITION TO THE CITY OF FORT WORTH,
AS RECORDED IN COUNTY CLERK'S FILE NO. , OFFICIAL PUBLIC
RECORDS, TARRANT COUNTY, TEXAS BEARS NORTH 89 DEGREES 38 MINUTES 01
SECONDS EAST, A DISTANCE OF 60.00 FEET AND A 5/8 INCH IRON ROD WITH
YELLOW PLASTIC CAP STAMPED "JACOBS" FOUND FOR THE SOUTHEAST CORNER
OF SAID LOT 1, BLOCK 1 BEARS NORTH 89 DEGREES 38 MINUTES 01 SECONDS EAST,
A DISTANCE OF 561.77 FEET;
THENCE, ALONG THE SAID SOUTH LINE OF 191.349 ACRE TRACT AND SAID NORTH
LINE OF I66.267 ACRE TRACT, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 89 DEGREES 38 MINUTES 01 SECONDS WEST, A DISTANCE OF 393.64
FEET A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "JACOBS"
FOUND FOR CORNER;
SOUTH 46 DEGREES 56 MINUTES 31 SECONDS WEST, A DISTANCE OF 110.75
FEET A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
THENCE, OVER AND ACROSS SAID 191.349 ACRE TRACT, THE FOLLOWING
COURSES AND DISTANCES:
NORTH 40 DEGREES 23 MINUTES 33 SECONDS WEST, A DISTANCE OF 489.60
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER AND THE BEGINNING OF A NON -TANGENT
CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 06 DEGREES 50
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 9
MINUTES 54 SECONDS, A RADIUS OF 830.00 FEET AND A LONG CHORD THAT
BEARS NORTH 36 DEGREES 58 MINUTES 06 SECONDS WEST, A DISTANCE OF
99.15 FEET;
ALONG SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF
99.21 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER;
NORTH 33 DEGREES 32 MINUTES 39 SECONDS WEST, A DISTANCE OF 83.56
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER ON THE SOUTH LINE OF AFORESAID
VENTANA, PHASE 6A-1 AND THE BEGINNING OF A NON -TANGENT CURVE TO
THE RIGHT HAVING A CENTRAL ANGLE OF 00 DEGREES 27 MINUTES 30
SECONDS, A RADIUS OF 3990.00 FEET AND A LONG CHORD THAT BEARS
NORTH 56 DEGREES 32 MINUTES 24 SECONDS EAST, A DISTANCE OF 31.91
FEET;
ALONG SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF
31.91 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER;
THENCE, CONTINUING OVER AND ACROSS SAID 191.349 ACRE TRACT AND ALONG
SAID SOUTH LINE OF VENTANA, PHASE 6A-1, THE FOLLOWINGCOURSES AND
DISTANCES:
NORTH 56 DEGREES 46 MINUTES 08 SECONDS EAST, A DISTANCE OF 42.63
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
NORTH 33 DEGREES 13 MINUTES 52 SECONDS WEST, A DISTANCE OF 50.00
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 56 DEGREES 46 MINUTES 08 SECONDS WEST, A DISTANCE OF 5.73
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
NORTH 76 DEGREES 07 MINUTES 37 SECONDS WEST, A DISTANCE OF 13.61
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER, SAID POINT BEING ON THE NORTHEAST
RIGHT-OF-WAY LINE OF MEGS CREEK ROAD (A 50' RIGHT-OF-WAY);
NORTH 29 DEGREES 01 MINUTES 22 SECONDS WEST, ALONG SAID
NORTHEAST RIGHT-OF-WAY LINE OF MEGS CREEK ROAD, A DISTANCE OF
110.19 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER AT THE SOUTH END OF A CORNER CLIP
AT THE INTERSECTION OF SAID NORTHEAST RIGHT-OF-WAY LINE OF MEGS
CREEK ROAD AND THE SOUTHEAST RIGHT-OF-WAY LINE OF ORCHARD WAY
(A 60' RIGHT-OF-WAY);
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 10
NORTH 14 DEGREES 09 MINUTES 29 SECONDS EAST, ALONG SAID CORNER
CLIP, A DISTANCE OF 14.58 FEET TO A 5/8 INCH IRON ROD WITH YELLOW
PLASTIC CAP STAMPED "LJA SURVEYING" SET FOR CORNER AT THE NORTH
END OF SAID CORNER CLIP AND THE BEGINNING OF A NON -TANGENT
CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 03 DEGREES 34
MINUTES 11 SECONDS, A RADIUS OF 4170.00 FEET AND A LONG CHORD THAT
BEARS NORTH 59 DEGREES 11 MINUTES 32 SECONDS EAST, A DISTANCE OF
259.77 FEET;
THENCE, CONTINUING OVER AND ACROSS SAID 191.349 ACRE TRACT, ALONG SAID
SOUTH LINE OF VENTANA, PHASE 6A-1 AND ALONG SAID SOUTHEAST RIGHT-OF-
WAY LINE OF ORCHARD WAY, THE FOLLOWING COURSES AND DISTANCES:
ALONG SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF
259.81 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED
"LJA SURVEYING" SET FOR CORNER;
NORTH 60 DEGREES 58 MINUTES 38 SECONDS EAST, A DISTANCE OF 682.76
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR THE NORTHWEST CORNER OF AFORESAID LOT IX,
BLOCK 12;
THENCE, CONTINUING OVER AND ACROSS SAID 191.349 ACRE TRACT AND ALONG
THE WEST LINE OF SAID LOT IX, BLOCK 12, THE FOLLOWING COURSES AND
DISTANCES:
SOUTH 74 DEGREES 01 MINUTES 22 SECONDS EAST, A DISTANCE OF 14.14
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 29 DEGREES 01 MINUTES 22 SECONDS EAST, A DISTANCE OF 82.72
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER AND THE BEGINNING OF A TANGENT CURVE
TO THE RIGHT HAVING A CENTRAL ANGLE OF 28 DEGREES 39 MINUTES 23
SECONDS, A RADIUS OF 410.00 FEET AND A LONG CHORD THAT BEARS
SOUTH 14 DEGREES 41 MINUTES 41 SECONDS EAST, A DISTANCE OF 202.93
FEET;
ALONG SAID TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 205.06
FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED "LJA
SURVEYING" SET FOR CORNER;
SOUTH 00 DEGREES 21 MINUTES 59 SECONDS EAST, A DISTANCE OF 828.80
FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA
OF 16.826 ACRES, OR 732,925 SQUARE FEET OF LAND.
TRT Land Investors LLC Property (58.603 Acres)
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 11
BEING 58.603 ACRES OF LAND SITUATED IN THE DAVID H. DIXON SURVEY,
ABSTRACT NO. 442, G.H. & H. RR. CO. SURVEY, ABSTRACT NO. 623, D.T. FINLEY
SURVEY, ABSTRACT NO. 1900, AND THE NATHAN PROCTOR SURVEY, ABSTRACT
NO. 1229, TARRANT COUNTY, TEXAS, AND BEING A PORTION OF A TRACT OF LAND
DESCRIBED TO TRT LAND INVESTORS, LLC AS RECORDED IN COUNTY CLERKS
FILE NO. D221245221, OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY TEXAS,
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD FOUND FOR THE NORTHEAST CORNER OF
SAID TRT LAND TRACT ON THE WESTERLY RIGHT-OF-WAY LINE OF R.M. HIGHWAY
NO. 2871 (A VARIABLE WIDTH RIGHT-OF-WAY) FOR THE BEGINNING OF A CURVE
TO THE LEFT HAVING A RADIUS OF 2416.83 FEET AND A CHORD THAT BEARS
SOUTH 11°35'04" EAST, 945.85 FEET;
THENCE WITH SAID WESTERLY RIGHT-OF-WAY LINE AND SAID CURVE TO THE
LEFT, THROUGH A CENTRAL ANGLE OF 22°34'08", AN ARC -DISTANCE OF 951.99
FEET TO A 1/2-INCH CAPPED IRON ROD STAMPED "LANDES ASSOCIATES" FOUND
FOR THE NORTHERNMOST CORNER OF LOT 1, BLOCK 1, BENBROOK CHRISTIAN
FELLOWSHIP SUBDIVISION, AN ADDITION TO THE CITY OF FORT WORTH,
TARRANT COUNTY, TEXAS BY PLAT RECORDED IN COUNTY CLERK FILE NO.
D205347812 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE WITH THE NORTHWESTERLY LINE OF SAID BENBROOK CHRISTIAN
FELLOWSHIP SUBDIVISION, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 64°27'52" WEST, A DISTANCE OF 475.19 FEET TO A 1/2-INCH IRON ROD
FOUND;
SOUTH 47°56'03" WEST, A DISTANCE OF 221.98 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "WIER ASSOCIATES" FOUND;
SOUTH 31°20'39" WEST, A DISTANCE OF 625.38 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "WIER ASSOCIATES" FOUND FOR THE SOUTHWEST
CORNER OF SAID BENBROOK CHRISTIAN FELLOWSHIP SUBDIVISION ON
THE NORTH LINE OF LOT 1, BLOCK 1, BENBROOK WATER AND SEWER
AUTHORITY TANK SITE, AN ADDITION TO THE CITY OF BENBROOK,
TARRANT COUNTY, TEXAS BY PLAT RECORDED IN CABINET A, SLIDE 4324
OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 89°38'34" WEST, WITH SAID NORTH LINE, A DISTANCE OF 597.69
FEET TO A 5/8-INCH IRON ROD FOUND FOR THE NORTHWEST CORNER OF SAID
BENBROOK WATER AND SEWER AUTHORITY TANK SITE;
THENCE SOUTH O1 °36' 11" WEST, WITH THE WEST LINE OF SAID BENBROOK WATER
AND SEWER AUTHORITY TANK SITE, A DISTANCE OF 8.87 FEET TO A 1/2-INCH IRON
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 12
ROD FOUND FOR THE NORTHEAST CORNER OF LOT 31X, BLOCK 8, VENTANA, AN
ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AS SHOWN
BY PLAT RECORDED IN COUNTY CLERK FILE NO. D217078339 OF SAID OFFICIAL
PUBLIC RECORDS;
THENCE SOUTH 89°26'43" WEST, WITH THE NORTH LINE OF SAID VENTANA
ADDITION, A DISTANCE OF 649.00 FEET;
THENCE OVER AND ACROSS SAID TRT LAND TRACT, THE FOLLOWING COURSES
AND DISTANCES;
NORTH 01°22'48" WEST, A DISTANCE OF 888.51 FEET;
NORTH 89°16'44" EAST, A DISTANCE OF 669.38 FEET;
NORTH 00°21'24" EAST, A DISTANCE OF 1119.32 FEET TO THE NORTH LINE OF
SAID TRT LAND TRACT;
THENCE SOUTH 82°07'07" EAST, WITH SAID NORTH LINE, A DISTANCE OF 1333.53
FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA
64.680 ACRES (2,817,481 SQUARE FEET) SAVE AND EXCEPT THAT 6.077 ACRES THAT
LIES WITHIN VEALE RANCH PARKWAY (A 1l0-FOOT-WIDE RIGHT-OF-WAY) AS
DEDICATED BY DOCUMENT RECORDED IN COUNTY CLERK FILE NO. D217021024 OF
SAID OFFICIAL PUBLIC RECORDS FOR A NET CALCULATED AREA OF 58.603 ACRES
(2,552,781 SQUARE FEET) OF LAND.
PMB Rolling V South Land LP Property (710.369 Acres)
Tract 1 (594.102 Acres):
Being a 544.102 acre tract in the T. Finley Survey, Abstract No. 1878, T.F. Rogers Survey,
Abstract No. 1357, T&NO RR CO Survey, Abstract No. 1565, D.T. Finley Survey, Abstract No.
1901, in Tarrant County, Texas, being the remainder portion of a called 1,214.61 acre tract
described in instrument to Johnny Hampton (Bud) Vinson II & Cheryl Vinson, recorded in Clerk
File No. D204159103 Official Public Records, Tarrant County, Texas, (O.P.R.T.C.T.) said
544.102 acre tract being more particularly described by metes and bounds as follows:
Bearings, Distances, and/or Areas derived from GNSS observations performed by Texas
Surveying, Inc. and reflect N.A.D. 1983, Texas State Plane Coordinate System, North Central
Zone 4202. (Grid) (Grid acreage is 543.972, surface acreage calculated using scale factor of
1.00012).
BEGINNING at a found 1" iron rod in the north right-of-way of U.S. Highway 377 South, variable
width, for the southeast corner of Lot 10, Block 35, Bella Flora, Phase 10, said subdivision plat
recorded in Clerk File No. D221350274, Plat Records Tarrant County, Texas (P.R.T.C.T.), being
the most southerly southwest corner of the herein described 544.102 acre tract;
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 13
THENCE North 41 ° 59' 43" West, 999.70 feet, to a found 7/8" iron rod, for the north corner of
Lot 6 and Lot 7, Block 35 of said Phase 10 Plat, being and interior corner of the herein described
544.102 acre tract;
THENCE South 47° 59' 05" West, 583.31 feet, to a found 1/2" capped iron rod, on the north line
of Lot 1, Block 35, Bella Flora, Phase 9, said subdivision plat recorded in Clerk File No.
D221115287, P.R.T.C.T., being an angle corner of the herein described 544.102 acre tract;
THENCE South 89° 27' 40" West, 3,523.32 feet, to a found 1" iron rod, on the east right-of-way
of Dean Ranch Road, 55 foot wide, as shown on plat of Bella Flora Phase 7, D216064985,
P.R.P.C.T., for the northwest corner of a 5 foot wide right-of-way dedication of said Phase 9 plat,
being the most westerly southwest corner of the herein described 544.102 acre tract;
THENCE North 00° 32' 42" West, at 635.68 feet, pass the northeast corner of said Phase 7 and
the southeast corner of a called 3,590.912 acre tract being described in instrument to TRT Land
Investors LLC, recorded in Clerk File No. D221245221, O.P.R.T.C.T., for a total distance of
4,191.61 feet, to a found 1" iron rod, for an interior corner of said 3,590.912 acre tract, being the
most westerly northwest corner of the herein described 544.102 acre tract;
THENCE North 89° 27' 33" East, 3,179.57 feet, to a found 1" iron rod, for a southeast corner of
said 3,590.912 acre tract, being an interior corner of the herein described 544.102 acre tract;
THENCE North 00° 31' 29" West, 722.61 feet, with an east line of said 3,590.912 acre tract, to a
found 5/8" capped iron rod, for a southwest corner of a 191.349 acre tract described in instrument
to PMB Ventana Developer South LLC, recorded in Clerk File No. D221026481, O.P.R.T.C.T.,
being the most northerly northwest corner of the herein described 544.102 acre tract;
THENCE with the south line of said 191.349 acre tract the following 5 courses and distances:
North 89° 28' 43" East, 444.30 feet to a found 5/8" capped Iron rod, for a northeast corner
of the herein described 544.102 acre tract;
South 24° 55' 44" East, 164.18 feet, to a found 5/8" iron rod, for an angle corner of the
herein described 544.102 acre tract;
South 07° 04' 50" East, 246.67 feet, to a found 5/8" capped iron rod, for an interior corner
of the herein described 544.102 acre tract;
North 89° 59' 55" East, 628.69 feet, to a found 5/8" iron rod, for an angle corner of the
herein described 544.102 acre tract;
North 60° 24' 17" East, 780.09 feet, to a found 5/8" capped iron rod, for a southeast corner
of said 191.349 acre tract, for an angle corner of a called 166.267 acre tract described in
instrument to SJ Bryant Irvin Commercial Development LP, recorded in Clerk File No.
D220341076 O.P.R.T.C.T., being the most easterly northeast corner of the herein described
544.102 acre tract;
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 14
THENCE with the west line of said 166.267 acre tract the following 6 courses and distances:
South 11 ° 53' 13" East, 682.99 feet, to a found 5/8" capped iron rod, for an angle corner
of the herein described 544.102 acre tract;
South 18° 04'36" East, 942.41 feet, to a found 5/8" capped iron rod, for an angle corner of
the herein described 544.102 acre tract;
South 04° 52' 20" East, 1,128.95 feet, to a found 5/8" capped iron rod, for an angle corner
of the herein described 544.102 acre tract;
South 08° 00' 46" West, 448.73 feet, to a found 5/8" capped iron rod, for an angle corner
of the herein described 544.102 acre tract;
South 46° 59' 45" West, 468.39 feet, to a found 5/8" iron rod, for an interior corner of the
herein described 543.972 acre tract;
South 42° 39' 27" East, 1,018.66 feet, to a found 5/8 iron rod on the north right-of-way of
said U.S. Highway 377 South, for the southwest corner of said 166.267 acre tract, being
the most southerly
southeast corner of the herein described 544.102 acre tract;
THENCE South 47° 58' 02" West, 1,578.66 feet, with the north right-of-way of said U.S. Highway
377 South, to the POINT OF BEGINNING and containing 544.102 acres.
Tract 2 (166.267Acres):
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE T. & N.O. R.R. COMPANY
SURVEY, ABSTRACT NUMBER 1565, THE G.H. & H. R.R. COMPANY SURVEY,
ABSTRACT NUMBER 624, THE T.D. FINLEY SURVEY, ABSTRACT NUMBER 1901, THE
T.F. ROGERS SURVEY, ABSTRACT NUMBER 1357 AND THE ELIZABETH LAUGHSTON
SURVEY, ABSTRACT NUMBER 988, TARRANT COUNTY, TEXAS AND BEING ALL OF
THAT TRACT OF LANDDESCRIBED BY DEED TO SJ BRYANT IRVIN COMMERCIAL
DEVELOPMENT, LP, RECORDED IN INSTRUMENT NUMBER D204159103, COUNTY
RECORDS, TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 1 INCH IRON ROD FOUND AT THE SOUTHEAST CORNER OF SAID
SJ BRYANT IRVIN TRACT AND THE SOUTHWEST CORNER OF THAT TRACT OF LAND
DESCRIBED BY DEED TO FORT WORTH INDEPENDENT SCHOOL DISTRICT,
RECORDED IN INSTRUMENT NUMBER D219257699, SAID COUNTY RECORDS, AND
BEING IN THE NORTH LINE OF U.S. HIGHWAY 377 SOUTH, (BENBROOK
BOULEVARD) (A VARIABLE WIDTH RIGHT-OF-WAY);
THENCE ALONG THE NORTH LINE OF SAID U.S. HIGHWAY 377 AS FOLLOWS:
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 15
S 47°29'38"W, 1223.57 FEET TO A 1 INCH IRON FOUND;
S 47°58'12"W, 198.52 FEET TO A 5/8 INCH IRON FOUND AT THE MOST
SOUTHERLY SOUTHWEST CORNER OF SAID SJ BRYANT IRVIN TRACT AND
AN EAST LINE OF A TRACT OF LAND DESCRIBED BY DEED TO JOHNNY
HAMPTON (BUD) VINSON II AND CHERYL R. VINSON, RECORDED IN
INSTRUMENT NUMBER D204159103, SAID COUNTY RECORDS;
THENCE ALONG THE COMMON LINE OF SAID SJ BRYANT IRVIN AND VINSON
TRACTS AS FOLLOWS:
N 42°39'25"W, 1018.88 FEET TO A 5/8 INCH IRON FOUND;
N 46°59'45"E, 468.50 FEET TO A 5/8 INCH IRON WITH PLASTIC CAP STAMPED
"PELOTON" FOUND;
N 08°00'48"E, 448.79 FEET TO A 5/8 INCH IRON WITH PLASTIC CAP STAMPED
"PELOTON" FOUND;
N 04°52'37"W, 1129.24 FEET TO A 5/8 INCH IRON WITH PLASTIC CAP STAMPED
"PELOTON" FOUND;
N 18°04'00"W, 942.35 FEET TO A 5/8 INCH IRON WITH PLASTIC CAP STAMPED
"PELOTON" FOUND;
THENCE N 11°53'46"W, 683.12 FEET TO A 5/8 INCH IRON WITH PLASTIC CAP
STAMPED "PELOTON" FOUND IN THE SOUTH LINE OF THAT TRACT OF LAND
DESCRIBED BY DEED TO PMB VENTANA DEVELOPER SOUTH LLC, RECORDED IN
INSTRUMENT NUMBER D221026481, SAID COUNTY RECORDS;
THENCE WITH THE SOUTH LINE OF SAID PMB VENTANA TRACT THE FOLLOWING
BEARINGS AND DISTANCES:
N 32°46' I3"W, 102.86 FEET TO A 5/8 INCH IRON FOUND;
N 14°57' I5"E, 122.72 FEET TO A 5/8 INCH IRON FOUND;
N 46°56' I4"E, PASSING THE SOUTHWEST CORNER OF THAT TRACT OF LAND
DESCRIBED BY DEED TO PMB VENTANA SFR LP, RECORDED IN INSTRUMENT
NUMBER D221318474, SAID COUNTY RECORDS, CONTINUING IN ALL A
DISTANCE OF 1061.62 FEET TO A 5/8 INCH IRON WITH PLASTIC CAP STAMPED
"PELOTON" SET;
THENCE N 89°38'04"E, ALONG THE SOUTH LINE OF SAID PMB VENTANA SFR TRACT,
PASSING ITS SOUTHEAST CORNER, PASSING A REMAINING SOUTHWEST AND
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 16
SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED BY DEED TO PB LONG
TERM HOLD 2, LP, RECORDED IN INSTRUMENT NUMBER D217119099, SAID COUNTY
RECORDS, PASSING THE SOUTHWEST CORNER OF THAT TRACT OF LAND
DESCRIBED BY DEED TO FORT WORTH INDEPENDENT SCHOOL DISTRICT,
RECORDED IN INSTRUMENT NUMBER D219228097, SAID COUNTY RECORDS,
CONTINUING IN ALL A DISTANCE OF 1085.42 FEET TO A 5/8 INCH IRON WITH
PLASTIC CAP STAMPED "JACOBS" FOUND AT THE SOUTHEAST CORNER OF THAT
TRACT OF LAND DESCRIBED BY DEED TO PB VENTANA 1, LLC, RECORDED IN
INSTRUMENT NUMBER D217119095, SAID COUNTY RECORDS, BEING IN THE WEST
LINE OF LOT 2, BLOCK A, WHITESTONE GOLF COURSE ADDITION, AN ADDITION TO
THE CITY OF BENBROOK, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT
RECORDED IN CABINET A, SLIDE 5082, SAID COUNTY RECORDS;
THENCE S 00°22'00"E, 4180.05 FEET, WITH THE COMMON LINE OF SAID SJ BRYANT
IRVIN TRACT AND SAID LOT 2, TO THE POINT OF BEGINNING AND CONTAINING
7,242,578 SQUARE FEET OR 166.267 ACRES OF LAND MORE OR LESS.
Exhibit A-1, The Metes and Bounds Description of the In -City Property — Page 17
Exhibit A-2
The Metes and Bounds Description of the ETJ Property
PMB 120 Land LP Property (422.973 Acres)
Tract 1 (18.476 Acres):
BEING A TRACT OF LAND SITUATED IN THE HEIRS OF NATHAN PROCTOR SURVEY,
ABSTRACT NO. 1229, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND
BEING A PORTION OF THAT TRACT OF LAND DESCRIBED TO ROCKBROOK
PARTNERSHIP, LTD. BY DEED RECORDED IN COUNTY CLERK FILE NO. D212104127
OF THE OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS, AND BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD SET WITH CAP STAMPED "LJA SURVEYING"
(HEREIN AFTER REFERRED TO AS A "5/8-INCH IRON ROD SET") ON THE EAST RIGHT-
OF-WAY LINE OF R.M. HIGHWAY NO. 2871 (A VARIABLE -WIDTH RIGHT-OF-WAY)
FOR THE SOUTHWEST CORNER OF A TRACT OF LAND DESCRIBED TO FORT WORTH
INDEPENDENT SCHOOL DISTRICT BY DEED RECORDED IN COUNTY CLERK FILE
NO. D219293163 OF SAID OFFICIAL PUBLIC RECORDS, FROM WHICH A 3-INCH
METAL POST FOUND FOR THE WESTERN -MOST SOUTHWEST CORNER OF SAID
ROCKBROOK TRACT BEARS SOUTH 00°20' 10" EAST, 452.00 FEET;
THENCE NORTH 89°39'50" EAST, WITH THE SOUTH LINE OF SAID FORT WORTH
INDEPENDENT SCHOOL DISTRICT TRACT, A DISTANCE OF 653.00 FEET TO A 5/8-
INCH IRON ROD SET FOR THE SOUTHEAST CORNER OF SAME;
THENCE OVER AND ACROSS SAID ROCKBROOK TRACT, THE FOLLOWING COURSES
AND DISTANCES:
SOUTH 00°20' 10" EAST, A DISTANCE OF 15.09 FEET TO A 5/8-INCH IRON ROD
SET;
NORTH 89°40' 18" EAST, A DISTANCE OF 564.89 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
345.00 FEET AND A CHORD THAT BEARS SOUTH 83°00'53" EAST, 87.84 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
14°37'38", AN ARC -DISTANCE OF 88.08 FEET TO A 5/8-INCH IRON ROD SET FOR
THE BEGINNING OF A REVERSE CURVE TO THE LEFT HAVING A RADIUS OF
2,525.00 FEET AND A CHORD THAT BEARS SOUTH 14°23'46" WEST, 572.22
FEET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 1
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 13°00'45",
AN ARC -DISTANCE OF 573.45 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 07°53'24" WEST, A DISTANCE OF 176.83 FEET TO A 5/8-INCH IRON ROD
SET ON THE SOUTH LINE OF SAID ROCKBROOK TRACT IN THE RIGHT-OF-
WAY OF ALEDO ROAD (A VARIABLE WIDTH RIGHT-OF-WAY);
THENCE NORTH 82°43'59" WEST, ALONG SAID RIGHT-OF-WAY AND WITH SAID
SOUTH LINE, A DISTANCE OF 1,044.56 FEET TO A 5/8-INCH IRON ROD SET;
THENCE NORTH 00°17'50" WEST, WITH THE WEST LINE OF SAID ROCKBROOK
TRACT, A DISTANCE OF 50.38 FEET TO A 5/8-INCH IRON ROD SET;
THENCE NORTH 41°12'58" WEST, CONTINUING WITH SAID WEST LINE, A DISTANCE
OF 151.04 FEET TO A 5/8-INCH IRON ROD SET ON THE EAST RIGHT-OF-WAY LINE OF
SAID R.M. HIGHWAY NO. 2871;
THENCE NORTH 00°20' 10" WEST, WITH SAID EAST RIGHT-OF-WAY LINE, A
DISTANCE OF 452.00 FEET TO THE POINT OF BEGINNING AND CONTAINING A
CALCULATED AREA OF 18.476 ACRES (804,827 SQ. FEET), OF LAND.
Tract 2 (19.586 Acres):
BEING A TRACT OF LAND SITUATED IN THE G.H.& H.R. RR. CO. SURVEY, ABSTRACT
NO. 623, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING A PORTION
OF THAT TRACT OF LAND DESCRIBED TO ROCKBROOK PARTNERSHIP, LTD. BY
DEED RECORDED IN COUNTY CLERK FILE NO. D212104127 OF THE OFFICIAL PUBLIC
RECORDS OF TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD SET WITH CAP STAMPED "LTA SURVEYING"
(HEREIN AFTER REFERRED TO AS A "5/8-INCH IRON ROD SET") ON THE EAST RIGHT-
OF-WAY LINE OF R.M. HIGHWAY NO. 2871 (A VARIABLE -WIDTH RIGHT-OF-WAY),
FROM WHICH A 5/8-INCH IRON ROD FOUND FOR THE WESTERN -MOST NORTHWEST
CORNER OF SAID ROCKBROOK TRACT BEARS NORTH 00°20' 10" WEST, 2250.34 FEET;
THENCE OVER AND ACROSS SAID ROCKBROOK TRACT, THE FOLLOWING COURSES
AND DISTANCES:
NORTH 89°39'50" EAST, A DISTANCE OF 102.79 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
775.00 FEET AND A CHORD THAT BEARS SOUTH 87°23'47" EAST, 79.49 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
05°52'46", AN ARC -DISTANCE OF 79.53 FEET TO A 5/8-INCH IRON ROD SET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 2
SOUTH 84°27'24" EAST, A DISTANCE OF 354.00 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
775.00 FEET AND A CHORD THAT BEARS NORTH 86°13'56" EAST, 250.78 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 18°37'20",
AN ARC -DISTANCE OF 251.89 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 76°55' 16" EAST, A DISTANCE OF 132.30 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 13°04'44" EAST, A DISTANCE OF 112.28 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
1,775.00 FEET AND A CHORD THAT BEARS SOUTH 17°40'43" EAST, 284.69 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 09°11'58",
AN ARC -DISTANCE OF 285.00 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 57°39'49" EAST, A DISTANCE OF 25.40 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT HAVING
A RADIUS OF 1,750.00 FEET AND A CHORD THAT BEARS SOUTH 26°24'58"
EAST, 261.39 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 08°33'58",
AN ARC -DISTANCE OF 261.64 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 57°39'49" WEST, A DISTANCE OF 375.64 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
275.00 FEET AND A CHORD THAT BEARS SOUTH 73°08' 18" WEST, 146.75 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
30°56'58", AN ARC -DISTANCE OF 148.55 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 89°36'29" WEST, A DISTANCE OF 47.53 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 00°20' 10" EAST, A DISTANCE OF 50.00 FEET TO A 5/8-INCH IRON ROD
SET FOR THE NORTHEAST CORNER OF A TRACT OF LAND DESCRIBED TO
FORT WORTH INDEPENDENT SCHOOL DISTRICT BY DEED RECORDED IN
COUNTY CLERK FILE NO. D219293163 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 89°39'50" WEST, WITH THE NORTH LINE OF SAID FORT WORTH
INDEPENDENT SCHOOL DISTRICT TRACT, A DISTANCE OF 653.00 FEET TO A 5/8-
INCH IRON ROD SET ON THE EAST RIGHT-OF-WAY LINE OF SAID R.M. HIGHWAY
NO. 2871;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 3
THENCE NORTH 00°20' 10" WEST, WITH SAID RIGHT-OF-WAY LINE, A DISTANCE OF
889.58 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA
OF 19.586 ACRES (853,160 SQ. FEET), OF LAND.
Tract 3 (126.467Acres):
BEING A TRACT OF LAND SITUATED IN THE JAMES F. ELLIOT SURVEY, ABSTRACT
NO. 494; MCKINNEY & WILLIAMS SURVEY, ABSTRACT NO. 1117; DAN H. DIXON
SURVEY, ABSTRACT NO. 442; HEIRS OF NATHAN PROCTOR SURVEY, ABSTRACT NO.
1229 AND THE G.H.& H.R. RR. CO. SURVEY, ABSTRACT NO. 623, CITY OF FORT
WORTH, TARRANT COUNTY, TEXAS, AND BEING A PORTION OF THAT TRACT OF
LAND DESCRIBED TO ROCKBROOK PARTNERSHIP, LTD. BY DEED RECORDED IN
COUNTY CLERK FILE NO. D212104127 OF THE OFFICIAL PUBLIC RECORDS OF
TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD SET WITH CAP STAMPED "LJA SURVEYING'.
(HEREIN AFTER REFERRED TO AS A "5/8-INCH IRON ROD SET") IN THE RIGHT-OF-
WAY OF ALEDO ROAD (A VARIABLE WIDTH RIGHT-OF-WAY) FOR THE SOUTH
COMMON CORNER OF SAID ROCKBROOK TRACT AND A TRACT OF LAND
DESCRIBED TO H V LUDIE PARTNERSHIP, LTD. BY DEED RECORDED IN COUNTY
CLERK FILE NO. D207134657 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE WITH THE SOUTH LINE OF SAID ROCKBROOK TRACT, GENERALLY ALONG
THE RIGHT-OF-WAY OF ALEDO ROAD, THE FOLLOWING COURSES AND
DISTANCES:
SOUTH 81°16'O1" WEST, A DISTANCE OF 166.41 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 83°16'O1" WEST, A DISTANCE OF 199.79 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 85° 16' 01" WEST, A DISTANCE OF 199.79 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 87°31'O1" WEST, A DISTANCE OF 199.79 FEET TO A 5/8-INCH IRON ROD
SET;
THENCE OVER AND ACROSS SAID ROCKBROOK TRACT, THE FOLLOWING COURSES
AND DISTANCES:
NORTH, A DISTANCE OF 430.12 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 61°30'00" WEST, A DISTANCE OF 820.33 FEET TO A 5/8-INCH IRON ROD
SET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 4
NORTH 01°20'58" EAST, A DISTANCE OF 129.06 FEET TO A 5/8-INCH IRON ROD
SET;
NORTH 20°52' 18" WEST, A DISTANCE OF 655.52 FEET TO A 5/8-INCH 1RON ROD
SET;
SOUTH 5I°24'33" WEST, A DISTANCE OF 49.40 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 50°30'38" WEST, A DISTANCE OF 140.39 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 50°30'38" WEST, A DISTANCE OF 206.25 FEET TO A 5/8-INCH IRON ROD
SET;
NORTH 43°15'38" WEST, A DISTANCE OF 246.81 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF
1,145.00 FEET, AND A CHORD THAT BEARS NORTH 48°32'49" WEST, 211.00
FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 10°34'24",
AN ARC -DISTANCE OF 211.30 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 36°09'59" WEST, A DISTANCE OF 95.00 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT, HAVING
A RADIUS OF 1,050.00 FEET, AND A CHORD THAT BEARS NORTH 54°42'40"
WEST, 32.16 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 01 °45' 18",
AN ARC -DISTANCE OF 32.16 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 55°35' 19" WEST, A DISTANCE OF 325.90 FEET TO A 5/8-INCH IRON ROD
SET;
NORTH 55°35' 19" WEST, A DISTANCE OF 111.70 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF
1,675.00 FEET, AND A CHORD THAT BEARS NORTH 34°20'02" WEST, 1,214.43
FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
42°30'35", AN ARC -DISTANCE OF 1,242.74 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 13°04'44" WEST, A DISTANCE OF 52.46 FEET TO A 5/8-INCH IRON ROD
SET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 5
EAST, A DISTANCE OF 3,385.27 FEET TO A 5/8-INCH IRON ROD SET ON THE
COMMON LINE OF SAID ROCKBROOK AND H V LUDIE TRACTS;
THENCE WITH SAID COMMON LINE, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 28°31'58" EAST, A DISTANCE OF 927.45 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 61°28'02" WEST, A DISTANCE OF 1,248.67 FEET TO A 5/8-INCH IRON
ROD SET;
SOUTH 28°31'58" EAST, A DISTANCE OF 1,581.35 FEET TO THE POINT OF
BEGINNING AND CONTAINING A CALCULATED AREA OF 126.467 ACRES
(5,508,913 SQ. FEET), OF LAND.
Tract 4 (258.444 Acres):
BEING A TRACT OF LAND SITUATED IN THE MCKINNEY & WILLIAMS SURVEY,
ABSTRACT NO. 1117; JAMES F. ELLIOT SURVEY, ABSTRACT NO. 495 AND THE G.H.&
H.R. RR. CO. SURVEY, ABSTRACT NO. 623, CITY OF FORT WORTH, TARRANT
COUNTY, TEXAS, AND BEING ALL THAT TRACT OF LAND DESCRIBED TO
ROCKBROOK PARTNERSHIP, LTD. BY DEED RECORDED IN COUNTY CLERK FILE
NO. D212104127 OF THE OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS,
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD FOUND ON THE EAST RIGHT-OF-WAY LINE
OF R.M. HIGHWAY NO. 2871 (A VARIABLE -WIDTH RIGHT-OF-WAY) FOR THE
WESTERN -MOST NORTHWEST CORNER OF SAID ROCKBROOK TRACT;
THENCE NORTH 37°50'50" EAST, WITH SAID EAST RIGHT-OF-WAY LINE, A
DISTANCE OF 190.19 FEET TO A 5/8-INCH IRON ROD FOUND ON THE SOUTH RIGHT-
OF-WAY LINE OF INTERSTATE HIGHWAY NO. 20 (A VARIABLE -WIDTH RIGHT-OF-
WAY);
THENCE WITH SAID SOUTH RIGHT-OF-WAY LINE, THE FOLLOWING COURSES AND
DISTANCES:
NORTH 84°23' 12" EAST, A DISTANCE OF 479.03 FEET TO A TXDOT MONUMENT
FOUND;
NORTH 79°42' 12" EAST, A DISTANCE OF 484.19 FEET TO A TXDOT MONUMENT
FOUND;
NORTH 78°40' 12" EAST, A DISTANCE OF 564.65 FEET TO A TXDOT MONUMENT
FOUND;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 6
NORTH 76°25' 12" EAST, A DISTANCE OF 650.69 FEET TO A TXDOT MONUMENT
FOUND;
NORTH 76°02'12" EAST, A DISTANCE OF 1,515.45 FEET TO A 5/8-INCH IRON
ROD SET WITH CAP STAMPED "LJA SURVEYING" (HEREIN AFTER REFERRED
TO AS A "5/8-INCH IRON ROD SET");
SOUTH 84°40'48" EAST, A DISTANCE OF 105.94 FEET TO A TXDOT MONUMENT
FOUND;
NORTH 76°05'00" EAST, A DISTANCE OF 579.82 FEET TO A TXDOT MONUMENT
FOUND;
SOUTH 27°40'00" EAST, A DISTANCE OF 161.05 FEET TO A TXDOT MONUMENT
FOUND;
NORTH 61°28'02" EAST, A DISTANCE OF 39.96 FEET TO A 5/8-INCH IRON ROD
SET FOR THE NORTH COMMON CORNER OF SAID ROCKBROOK TRACT AND
A TRACT OF LAND DESCRIBED TO H V LUDIE PARTNERSHIP, LTD. BY DEED
RECORDED IN COUNTY CLERK FILE NO. D207134657 OF SAID OFFICIAL
PUBLIC RECORDS;
THENCE WITH THE COMMON LINE OF SAID ROCKBROOK AND H V LUDIE TRACTS,
THE FOLLOWING COURSES AND DISTANCES:
SOUTH 28°31'58" EAST, A DISTANCE OF 656.01 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 61°28'02" WEST, A DISTANCE OF 1,598.30 FEET TO A 5/8-INCH IRON
ROD SET;
SOUTH 28°31'58" EAST, A DISTANCE OF 2,112.59 FEET TO A 5/8-INCH IRON
ROD SET;
THENCE OVER AND ACROSS SAID ROCKBROOK TRACT THE FOLLOWING COURSES
AND DISTANCES:
WEST, A DISTANCE OF 3,385.27 FEET TO A 5/8-INCH IRON ROD SET;
THENCE NORTH 13°04'44" WEST, A DISTANCE OF 219.82 FEET TO A 5/8-INCH
IRON ROD SET;
SOUTH 76°55'16" WEST, A DISTANCE OF 31.44 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
725.00 FEET AND A CHORD THAT BEARS SOUTH 89°18'12" WEST, 310.93 FEET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 7
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
24°45'52", AN ARC -DISTANCE OF 313.36 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 78°18'52" WEST, A DISTANCE OF 17.16 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
775.00 FEET AND A CHORD THAT BEARS NORTH 88°37'50" WEST, 277.57 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 20°37'56",
AN ARC -DISTANCE OF 279.08 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 81°03' 12" WEST, A DISTANCE OF 111.83 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
725.00 FEET AND A CHORD THAT BEARS SOUTH 85°21'31" WEST, 108.85 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
08°36'38", AN ARC -DISTANCE OF 108.96 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 89°39'50" WEST, A DISTANCE OF 121.01 FEET TO A 5/8-INCH IRON ROD
SET ON THE EAST RIGHT-OF-WAY LINE OF SAID R.M. HIGHWAY NO. 2871;
THENCE NORTH 00°20' 10" WEST, A DISTANCE OF 2,090.34 FEET TO THE POINT OF
BEGINNING AND CONTAINING A CALCULATED AREA OF 258.444 ACRES (11,257,820
SQ. FEET), OF LAND.
PMB Team Ranch Devco LLC Pronertv (93.857 Acres)
BEING A TRACT OF LAND SITUATED IN THE DAN H. DIXON SURVEY, ABSTRACT
NO. 442; HEIRS OF NATHAN PROCTOR SURVEY, ABSTRACT NO. 1229 AND THE G.H.&
H.R. RR. CO. SURVEY, ABSTRACT NO. 623, CITY OF FORT WORTH, TARRANT
COUNTY, TEXAS, AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED TO
ROCKBROOK PARTNERSHIP, LTD. BY DEED RECORDED IN COUNTY CLERK FILE
NO. D212104127 OF THE OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS,
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD SET WITH CAP STAMPED "LJA SURVEYING"
(HEREIN AFTER REFERRED TO AS A "5/8-INCH IRON ROD SET") ON THE EAST RIGHT-
OF-WAY LINE OF R.M. HIGHWAY NO. 2871 (A VARIABLE -WIDTH RIGHT-OF-WAY),
FROM WHICH A 5/8-INCH IRON ROD FOUND FOR THE WESTERN -MOST NORTHWEST
CORNER OF SAID ROCKBROOK TRACT BEARS NORTH 00°20' 10" WEST, 2090.34 FEET;
THENCE OVER AND ACROSS SAID ROCKBROOK TRACT THE FOLLOWING COURSES
AND DISTANCES:
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 8
NORTH 89°39'50" EAST, A DISTANCE OF 121.01 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
725.00 FEET AND A CHORD THAT BEARS NORTH 85°21'31" EAST, 108.85 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 08°36'38",
AN ARC -DISTANCE OF 108.96 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 81 °03' 12" EAST, A DISTANCE OF 111.83 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
775.00 FEET AND A CHORD THAT BEARS SOUTH 88°37'50" EAST, 277.57 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
20°37'56", AN ARC -DISTANCE OF 279.08 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 78°18'52" EAST, A DISTANCE OF 17.16 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
725.00 FEET AND A CHORD THAT BEARS NORTH 89°18' 12" EAST, 310.93 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°45' 52",
AN ARC -DISTANCE OF 313.36 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 76°55'16" EAST, A DISTANCE OF 31.44 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 13°04'44" EAST, A DISTANCE OF 272.28 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
1,675.00 FEET AND A CHORD THAT BEARS SOUTH 34°20'02" EAST, 1,214.43
FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 42°30'35",
AN ARC -DISTANCE OF 1,242.74 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 55°35'19" EAST, A DISTANCE OF 437.61 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
1,050.00 FEET AND A CHORD THAT BEARS SOUTH 54°42'40" EAST, 32.16 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
01 °45' 18", AN ARC -DISTANCE OF 32.16 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 36°09'59" EAST, A DISTANCE OF 95.00 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT
HAVING A RADIUS OF 1,145.00 FEET AND A CHORD THAT BEARS SOUTH
48°32'49" EAST, 211.00 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
10°34'24", AN ARC -DISTANCE OF 211.30 FEET TO A 5/8-INCH IRON ROD SET;
Exhibit A-2, The Metes and Bounds Description of the ET7 Property — Page 9
SOUTH 43°15'38" EAST, A DISTANCE OF 246.81 FEET TO A 5/8-INCH IRON ROD
SET;
NORTH 50°30'38" EAST, A DISTANCE OF 346.65 FEET TO A 5/8-INCH IRON ROD
SET;
NORTH 51°24'33" EAST, A DISTANCE OF 49.40 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 20°52' 18" EAST, A DISTANCE OF 655.52 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 01°20'58" WEST, A DISTANCE OF 129.06 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH 61°30'00" EAST, A DISTANCE OF 820.33 FEET TO A 5/8-INCH IRON ROD
SET;
SOUTH A DISTANCE OF 430.12 FEET TO A MAG-NAIL SET ON THE SOUTH LINE
OF SAID ROCKBROOK TRACT IN THE RIGHT-OF-WAY OF ALEDO ROAD (A
VARIABLE WIDTH RIGHT-OF-WAY);
THENCE ALONG SAID RIGHT-OF-WAY AND WITH SAID SOUTH LINE, THE
FOLLOWING COURSES AND DISTANCES:
SOUTH 89°16'O1"
NORTH 88°28'59'
NORTH 86°28'59'
NORTH 84°28'59'
NORTH 82°58'59'
NORTH 82°43'59'
WEST, A DISTANCE OF 199.79 FEET TO A MAG-NAIL SET;
' WEST, A DISTANCE OF 199.79 FEET TO A MAG-NAIL SET;
' WEST, A DISTANCE OF 199.79 FEET TO A MAG-NAIL SET;
' WEST, A DISTANCE OF 199.79 FEET TO A MAG-NAIL SET;
' WEST, A DISTANCE OF 199.79 FEET TO A MAG-NAIL SET;
' WEST, A DISTANCE OF 1,616.86 FEET TO A MAG-NAIL SET;
THENCE OVER AND ACROSS SAID ROCKBROOK TRACT THE FOLLOWING COURSES
AND DISTANCES:
NORTH 07°53'24" EAST, A DISTANCE OF 176.83 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
2,525.00 FEET AND A CHORD THAT BEARS NORTH 14°23'46" EAST, 572.22
FEET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 10
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
13°00'45", AN ARC -DISTANCE OF 573.45 FEET TO A 5/8-INCH IRON ROD SET
FOR THE BEGINNING OF A REVERSE CURVE TO THE LEFT HAVING A RADIUS
OF 345.00 FEET AND A CHORD THAT BEARS NORTH 83°00'53" WEST, 87.84
FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 14°37'38",
AN ARC -DISTANCE OF 88.08 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 89°40' 18" WEST, A DISTANCE OF 564.89 FEET TO A 5/8-INCH IRON ROD
SET;
NORTH 00°20'10" WEST, PASSING THE SOUTHEAST CORNER OF A TRACT OF
LAND DESCRIBED TO FORT WORTH INDEPENDENT SCHOOL DISTRICT BY
DEED RECORDED IN COUNTY CLERK FILE NO. D219293163 OF SAID OFFICIAL
PUBLIC RECORDS AT 15.09 FEET AND THE NORTHEAST CORNER OF SAME
TRACT AT 1015.09 FEET, AND CONTINUING A TOTAL DISTANCE OF 1,065.09
FEET TO A 5/8-INCH IRON ROD SET;
NORTH 89°36'29" EAST, A DISTANCE OF 47.53 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT HAVING
A RADIUS OF 275.00 FEET AND A CHORD THAT BEARS NORTH 73°08' 18" EAST,
146.75 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 30°56'58",
AN ARC -DISTANCE OF 148.55 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 57°39'49" EAST, A DISTANCE OF 375.64 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT
HAVING A RADIUS OF 1,750.00 FEET AND A CHORD THAT BEARS NORTH
26°24'58" WEST, 261.39 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
08°33'58", AN ARC -DISTANCE OF 261.64 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 57°39'49" WEST, A DISTANCE OF 25.40 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT
HAVING A RADIUS OF 1,775.00 FEET AND A CHORD THAT BEARS NORTH
17°40'43" WEST, 284.69 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
09°1 I'58", AN ARC -DISTANCE OF 285.00 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 13°04'44" WEST, A DISTANCE OF 112.28 FEET TO A 5/8-INCH IRON ROD
SET:
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 11
SOUTH 76°55' 16" WEST, A DISTANCE OF 132.30 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF
775.00 FEET AND A CHORD THAT BEARS SOUTH 86°13'56" WEST, 250.78 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
18°37'20", AN ARC -DISTANCE OF 251.89 FEET TO A 5/8-INCH IRON ROD SET;
NORTH 84°27'24" WEST, A DISTANCE OF 354.00 FEET TO A 5/8-INCH IRON ROD
SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
775.00 FEET AND A CHORD THAT BEARS NORTH 87°23'47" WEST, 79.49 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 05°52'46",
AN ARC -DISTANCE OF 79.53 FEET TO A 5/8-INCH IRON ROD SET;
SOUTH 89°39'50" WEST, A DISTANCE OF 102.79 FEET TO A 5/8-INCH IRON ROD
SET ON THE EAST RIGHT-OF-WAY LINE OF SAID R.M. HIGHWAY NO. 2871;
THENCE NORTH 00°20' 10" WEST, WITH SAID EAST RIGHT-OF-WAY LINE, A
DISTANCE OF 160.00 FEET TO THE POINT OF BEGINNING AND CONTAINING A
CALCULATED AREA OF 93.857 ACRES (4,088,425 SQ. FEET), OF LAND.
PMB Veale Land Investors 1 LP Pronertv (199.816 Acres)
BEING A 199.816-ACRE TRACT OF LAND SITUATED IN THE S.A.& M.G.R.R. CO.
SURVEY, ABSTRACT NOS. 1479, 1903 & 1961, TARRANT COUNTY, TEXAS, AND BEING
A PORTION OF TRACT DESCRIBED TO IONA LAND L.P., ET AL BY DEED RECORDED
IN COUNTY CLERK FILE NO. D203145630 OF THE OFFICIAL PUBLIC RECORDS OF
TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8-INCH CAPPED IRON ROD STAMPED "LJA SURVEY" SET
(HEREINAFTER REFFERED TO AS AN IRON ROD SET) FOR CORNER ON THE
EASTERLY LINE OF SAID IONA LAND TRACT, FROM WHICH A 1-INCH IRON ROD
FOUND FOR REENTRANT CORNER OF SAME BEARS NORTH 00°32'23" WEST, 1,179.42
FEET, SAID REFERENCED CORNER BEING THE NORTHWEST CORNER OF A TRACT
OF LAND DESCRIBED TO MERITAGE HOMES OF TEXAS, LLC BY DEED RECORDED
IN COUNTY CLERK FILE NO. D218276312 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 00°32'23" EAST, WITH SAID EASTERLY LINE, A DISTANCE OF
3,108.51 FEET TO AN IRON ROD SET FOR CORNER, FROM WHICH A 1-INCH IRON ROD
FOUND FOR THE EASTERNMOST SOUTHEAST CORNER OF SAID IONA LAND TRACT
BEARS SOUTH 00°32'23" EAST, 2,633.31 FEET;
THENCE DEPARTING SAID EASTERLY LINE, OVER AND ACROSS SAID IONA LAND
TRACT, THE FOLLOWING COURSES AND DISTANCES:
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 12
SOUTH 60°58'38" WEST, A DISTANCE OF 1,652.39 FEET TO AN IRON ROD SET;
NORTH 32°51'50" WEST, A DISTANCE OF 288.61 FEET TO AN IRON ROD SET;
NORTH 70°59'09" WEST, A DISTANCE OF 1,150.43 FEET TO AN IRON ROD SET;
NORTH 12°05'12" WEST, A DISTANCE OF 1,072.30 FEET TO AN IRON ROD SET FOR
THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
3,740.45 FEET AND A CHORD THAT BEARS NORTH 68°52'37" EAST, 597.00 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 9°09'16", AN
ARC -DISTANCE OF 597.64 FEET TO AN IRON ROD SET;
NORTH 15°35'22" WEST, A DISTANCE OF 71.72 FEET TO AN IRON ROD SET FOR THE
BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
1,470.18 FEET AND A CHORD THAT BEARS NORTH 01 °42' 10" EAST, 836.77 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 33°04'03", AN
ARC -DISTANCE OF 848.49 FEET TO AN IRON ROD SET;
NORTH 18°14' 11" EAST, A DISTANCE OF 570.35 FEET TO AN IRON ROD SET;
NORTH A DISTANCE OF 565.15 FEET TO AN IRON ROD SET;
NORTH 89°33'04" EAST, A DISTANCE OF 2,143.52 FEET TO THE POINT OF
BEGINNING, AND CONTAINING A CALCULATED AREA OF 199.816 ACRES (8,704,001
SQ. FEET) OF LAND.
TRT Land Investors LLC Property (3.525.526 Acres)
BEING A 3590.912-ACRE TRACT OF LAND SITUATED IN THE NATHAN PROCTOR
SURVEY, ABSTRACT NO. 1229, G.H & H. RR. CO. SURVEY, ABSTRACT NO. 623, DAVID
H. DIXON SURVEY, ABSTRACT NO. 442, S.F. CO. SURVEY, ABSTRACT NO. 1844, D.T.
FINLEY SURVEY, ABSTRACT NO. 1900, S.A. & M.G. RR. CO. SURVEY, ABSTRACT NOS.
1479, 1903 & 1961, T. & N.O. RR. CO. SURVEY, ABSTRACT NO. 1567, HENRY LANE
SURVEY, ABSTRACT NO. 928, AND THE WILLIAM ROBINSON SURVEY, ABSTRACT
NO. 1274, TARRANT COUNTY, TEXAS AND THE WILLIAM ROBINSON SURVEY,
ABSTRACT NO. 1107, I. & G.N. RR. CO. SURVEY, ABSTRACT NOS. 1991, 2224 & 2002,
NORMAN UNDERWOOD SURVEY, ABSTRACT NO. 1579 AND THE H. T. & B. RR. CO.
SURVEY, ABSTRACT NO. 648, PARKER COUNTY, TEXAS, AND BEING A PORTION OF
A TRACT DESCRIBED TO IONA LAND L.P., ET AL BY DEED RECORDED IN COUNTY
CLERK FILE NO. D203145633 OF THE OFFICIAL PUBLIC RECORDS OF TARRANT
COUNTY, TEXAS (O.P.R.T.C.T.), AND A PORTION OF A TRACT DESCRIBED TO IONA
EAST, LLC BY DEEDS RECORDED IN COUNTY CLERK FILE NOS. D215081239 AND
D215081241, O.P.R.T.C.T. AND ALL OF THOSE TRACTS OF LAND DESCRIBED TO
WARD G. VEALE BY DEED RECORDED IN COUNTY CLERK FILE NOS. D207177762
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 13
AND D220247526, O.P.R.T.C.T. AND ALL OF THAT TRACT OF LAND DESCRIBED TO
IONA LAND L.P. BY DEED RECORDED IN COUNTY CLERK FILE NO. D205124001,
O.P.R.T.C.T., AND ALL OF THOSE TRACTS OF LAND DESCRIBED TO DAVID VEALE
EKSTROM BY DEED RECORDED IN COUNTY CLERK FILE NOS. D205124000 AND
D210289114, O.P.R.T.C.T., AND ALL OF THAT TRACT OF LAND DESCRIBED TO
LUCILLE EKSTROM BY DEED RECORDED IN COUNTY CLERK FILE NO. D205124002,
O.P.R.T.C.T., AND ALL OF LOTS 1 AND 2, BLOCK 1, VENTANA PUMP STATION
ADDITION AS SHOWN BY PLAT RECORDED IN COUNTY CLERK FILE NO. D217023262,
O.P.R.T.C.T. AND ALL THAT TRACT OF LAND DESCRIBED TO KAREN EKSTROM
BROWN BY DEED RECORDED IN VOLUME 2776, PAGE 1201 OF THE OFFICIAL PUBLIC
RECORDS OF PARKER COUNTY, TEXAS (O.P.R.P.C.T.) AND ALL THAT TRACT OF
LAND DESCRIBED TO SHAILAR W. BROWN BY DEED RECORDED IN VOLUME 2705,
PAGE 904, O.P.R.P.C.T., AND BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD FOUND AT THE INTERSECTION OF THE WEST
RIGHT-OF-WAY LINE OF FARM TO MARKET 2871 (A VARIABLE WIDTH RIGHT-OF-
WAY) AND THE SOUTH RIGHT-OF-WAY LINE OF THE UNION PACIFIC RAILROAD (A
VARIABLE WIDTH RIGHT-OF-WAY) FOR THE NORTHEAST CORNER OF SAID IONA
EAST TRACT AND THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT,
HAVING A RADIUS OF 2,416.83 FEET, AND A CHORD THAT BEARS SOUTH 11°35'04"
EAST, 945.85 FEET;
THENCE WITH SAID CURVE TO THE LEFT AND WEST RIGHT-OF-WAY LINE,
THROUGH A CENTRAL ANGLE OF 22°34'08", AN ARC -DISTANCE OF 951.99 FEET TO
A 1/2-INCH CAPPED IRON ROD FOUND STAMPED "LANDES ASSOCIATES" FOR THE
NORTH CORNER OF LOT 1, BLOCK 1, BENBROOK CHRISTIAN FELLOWSHIP
SUBDIVISION, AN ADDITION TO THE CITY OF FORT WORTH, TEXAS AS SHOWN BY
PLAT RECORDED IN COUNTY CLERK FILE NO. D205347812 OF SAID OFFICIAL
PUBLIC RECORDS;
THENCE WITH THE NORTHWESTERLY LINE OF SAID BENBROOK CHRISTIAN
FELLOWSHIP ADDITION, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 64°27'52" WEST, A DISTANCE OF 475.19 FEET TO A BENT 1/2-INCH IRON
ROD FOUND;
SOUTH 47°56'03" WEST, A DISTANCE OF 221.98 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "WIER ASSOCIATES" FOUND;
SOUTH 31°20'39" WEST, A DISTANCE OF 625.38 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "WIER ASSOCIATES" FOUND FOR THE SOUTHWEST
CORNER OF SAID BENBROOK CHRISTIAN FELLOWSHIP ADDITION ON THE
NORTH LINE OF LOT 1, BLOCK 1, BENBROOK WATER AND SEWER
AUTHORITY TANK SITE, AS SHOWN BY PLAT RECORDED IN CABINET A,
SLIDE 4324 OF SAID OFFICIAL PUBLIC RECORDS;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 14
THENCE SOUTH 89°38'34" WEST, WITH SAID NORTH LINE, A DISTANCE OF 597.69
FEET TO A 5/8-INCH IRON ROD FOUND FOR THE NORTHWEST CORNER OF SAID
BENBROOK WATER AND SEWER AUTHORITY TANK SITE;
THENCE SOUTH 01 °36' 11" WEST, WITH THE WEST LINE OF SAID BENBROOK WATER
AND SEWER AUTHORITY TANK SITE, A DISTANCE OF 8.87 FEET TO A 1/2-INCH IRON
ROD FOUND FOR THE NORTHEAST CORNER OF LOT 31X, BLOCK 8, VENTANA,
PHASE 1 AS SHOWN BY PLAT RECORDED IN COUNTY CLERK FILE NO. D217078339
OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 89°26'43" WEST, WITH THE EASTERLY LINE OF SAID IONA LAND
L.P., ET AL TRACT, A DISTANCE OF 3,712.76 FEET TO A 1-INCH IRON ROD FOUND
FOR REENTRANT CORNER AT THE NORTHWEST CORNER OF A TRACT OF LAND
DESCRIBED TO MERITAGE HOMES OF TEXAS, LLC BY DEED RECORDED IN COUNTY
CLERK FILE NO. D218276312 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 00°32'23" EAST, CONTINUING WITH THE EASTERLY LINE OF SAID
IONA LAND TRACT, A DISTANCE OF 1,179.42 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "LJA SURVEY" SET (HEREINAFTER REFFERED TO AS AN IRON ROD SET);
THENCE DEPARTING SAID EASTERLY LINE, OVER AND ACROSS SAID IONA LAND
TRACT, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 89°33'04" WEST, A DISTANCE OF 2,143.52 FEET TO AN IRON ROD SET;
SOUTH A DISTANCE OF 565.15 FEET TO AN IRON ROD SET;
SOUTH 18° 14' 1 l" WEST, A DISTANCE OF 570.35 FEET TO AN IRON ROD SET
FOR THE BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF
1,470.18 FEET, AND A CHORD THAT BEARS SOUTH 01°42'l0" WEST, 836.77
FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 33°04'03",
AN ARC -DISTANCE OF 848.49 FEET;
SOUTH 15°35'22" EAST, A DISTANCE OF 71.72 FEET TO AN IRON ROD SET FOR
THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 3,740.45 FEET, AND A CHORD THAT BEARS SOUTH 68°52'37" WEST,
597.00 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 09°09' 16",
AN ARC -DISTANCE OF 597.64 FEET TO AN IRON ROD SET;
SOUTH 12°05' 12" EAST, A DISTANCE OF 1,072.30 FEET TO AN IRON ROD SET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 15
SOUTH 70°59'09" EAST, A DISTANCE OF 1,150.43 FEET TO AN IRON ROD SET;
SOUTH 32°51'50" EAST, A DISTANCE OF 288.61 FEET TO AN IRON ROD SET;
NORTH 60°58'38" EAST, A DISTANCE OF 1,652.39 FEET TO AN IRON ROD SET
ON THE EASTERLY LINE OF SAID IONA LAND TRACT;
THENCE SOUTH 00°32'23" EAST, WITH SAID EASTERLY LINE, A DISTANCE OF
2,633.31 FEET TO A 1-INCH IRON ROD FOUND FOR THE EASTERNMOST SOUTHEAST
CORNER OF SAID IONA LAND TRACT, SAME BEING A REENTRANT CORNER FOR A
TRACT OF LAND DESCRIBED TO JOHNNY VINSON II AS RECORDED IN COUNTY
CLERK FILE NO D204159103 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 89°27'40" WEST, CONTINUING WITH SAID EASTERLY LINE, A
DISTANCE OF 3,180.00 FEET TO A 1-INCH IRON ROD FOUND FOR REENTRANT
CORNER OF SAID IONA LAND TRACT;
THENCE SOUTH 00°32' 15" EAST, CONTINUING WITH SAID EASTERLY LINE, A
DISTANCE OF 3,557.84 FEET TO AN IRON ROD SET FOR THE SOUTHERNMOST
SOUTHEAST CORNER OF SAID IONA LAND TRACT, FROM WHICH A 60D NAIL BEARS
NORTH 19°35'22" EAST, A DISTANCE OF 1.71 FEET;
THENCE SOUTH 89°26'13" WEST, WITH THE SOUTH LINE OF SAID IONA LAND
TRACT, A DISTANCE OF 5,819.66 FEET TO AN IRON ROD SET FOR THE
SOUTHERNMOST SOUTHWEST CORNER OF SAME, FROM WHICH A 1/2-INCH IRON
ROD FOUND BEARS NORTH 02°46'29" EAST, A DISTANCE OF 3.02 FEET;
THENCE NORTH 00°33'18" WEST, WITH THE WESTERLY LINE OF SAID IONA LAND
TRACT, A DISTANCE OF 2,872.90 FEET TO A 1-INCH PIPE FOUND FOR THE
NORTHEAST CORNER OF A TRACT OF LAND DESCRIBED TO HANLEY FAMILY
PARTNERSHIP AS RECORDED IN COUNTY CLERK FILE NO. D220100054 OF SAID
OFFICIAL PUBLIC RECORDS;
THENCE NORTH 89°43'19" WEST, WITH THE NORTH LINE OF SAID HANLEY FAMILY
TRACT, A DISTANCE OF 1,328.61 FEET TO AN IRON ROD SET FROM WHICH A 60D
NAIL FOUND BEARS SOUTH 34°13'58" EAST, A DISTANCE OF 1.63 FEET;
THENCE WITH THE WESTERLY LINE OF SAID IONA LAND TRACT, THE FOLLOWING
COURSES AND DISTANCES:
NORTH 34°13'58" WEST, A DISTANCE OF 567.75 FEET TO AN IRON ROD SET;
NORTH 34°03'18" WEST, A DISTANCE OF 420.48 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "MIZELL RPLS 1967" FOUND;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 16
NORTH 34°03'13" WEST, A DISTANCE OF 484.20 FEET TO AN IRON ROD SET,
FROM WHICH A 60D NAIL FOUND BEARS SOUTH 43°47'30" EAST, A DISTANCE
OF 1.87 FEET;
NORTH 34°04'06" WEST, A DISTANCE OF 418.59 FEET TO A 1/2-INCH IRON ROD
FOUND;
NORTH 34°11'41" WEST, A DISTANCE OF 290.03 FEET A 3-INCH METAL POST;
NORTH 33°56' 19" WEST, A DISTANCE OF 379.09 FEET TO A 1/2-INCH IRON ROD
FOUND;
NORTH 34°06'04" WEST, A DISTANCE OF 709.55 FEET TO AN IRON ROD SET;
NORTH 34°04'39" WEST, A DISTANCE OF 607.03 FEET TO AN IRON ROD SET;
NORTH 34°06'04" WEST, A DISTANCE OF 316.07 FEET TO AN IRON ROD SET;
NORTH 34°16'07" WEST, A DISTANCE OF 402.25 FEET TO A 3-INCH METAL
POST FOUND;
NORTH 81°29'44" WEST, A DISTANCE OF 1,026.51 FEET TO AN IRON ROD SET;
NORTH 83° 10' 17" WEST, A DISTANCE OF 459.57 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "OWEN 5560" FOUND;
THENCE OVER AND ACROSS SAID IONA LAND L.P. TRACT THE FOLLOWING
COURSES AND DISTANCES:
NORTH 00°00'16" WEST, A DISTANCE OF 1,969.55 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "OWEN 5560" FOUND;
NORTH 34°04'06" WEST, A DISTANCE OF 605.90 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "OWEN 5560" FOUND;
NORTH 89°58'35" WEST, A DISTANCE OF 1,240.06 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "OWEN 5560" FOUND;
SOUTH 24°30'44" WEST, A DISTANCE OF 1,362.18 FEET TO AN IRON ROD SET;
NORTH 89°59'22" WEST, A DISTANCE OF 635.96 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "OWEN 5560" FOUND ON THE EAST RIGHT-OF-WAY LINE
OF FARM TO MARKET ROAD NO. 1187 (A VARIABLE WIDTH RIGHT-OF-WAY);
Exhibit A-2. The Metes and Bounds Description of the ETJ Property — Page 17
THENCE NORTH 00°47'32" EAST, WITH SAID EAST RIGHT OF WAY LINE, A DISTANCE
OF 2,050.06 FEET TO AN IRON ROD SET ON THE SOUTHERLY RIGHT-OF-WAY LINE
OF ALEDO ROAD (A VARIABLE WIDTH RIGHT-OF-WAY);
THENCE WITH SAID SOUTHERLY RIGHT-OF-WAY LINE, THE FOLLOWING COURSES
AND DISTANCES:
NORTH 33°11'53" EAST, A DISTANCE OF 1,753.87 FEET TO AN IRON ROD SET;
NORTH 36°53'30" EAST, A DISTANCE OF 812.93 FEET TO A METAL FENCE
POST;
NORTH 57°21'43" EAST, A DISTANCE OF 970.51 FEET TO A METAL FENCE
POST;
NORTH 77°44'53" EAST, A DISTANCE OF 434.70 FEET TO METAL FENCE POST;
NORTH 85°44'54" EAST, A DISTANCE OF 448.88 FEET TO A METAL FENCE
POST;
NORTH 77°10'02" EAST, A DISTANCE OF 621.95 FEET TO A METAL FENCE
POST;
NORTH 84°37'35" EAST, A DISTANCE OF 850.23 FEET TO AN IRON ROD SET;
SOUTH 86°35'55" EAST, A DISTANCE OF 58.49 FEET TO AN IRON ROD SET;
NORTH 84°16'48" EAST, A DISTANCE OF 1,593.42 FEET TO A METAL FENCE
POST;
NORTH 84°12'06" EAST, A DISTANCE OF 1,463.51 FEET TO A CEDAR FENCE
POST;
NORTH 84°25' 11" EAST, A DISTANCE OF 377.44 FEET TO A CEDAR FENCE
POST;
NORTH 84°I9'22" EAST, A DISTANCE OF 378.52 FEET TO AN IRON ROD SET;
NORTH 86°52' 18" EAST, A DISTANCE OF 261.07 FEET TO AN IRON ROD SET;
SOUTH 88° 15' 14" EAST, A DISTANCE OF 212.80 FEET TO AN IRON ROD SET;
SOUTH 84°02'34" EAST, A DISTANCE OF 189.06 FEET TO AN IRON ROD SET;
SOUTH 80°24'03" EAST, A DISTANCE OF 724.34 FEET TO AN IRON ROD SET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 18
NORTH 09°38'28" EAST, A DISTANCE OF 41.36 FEET TO AN IRON ROD SET;
SOUTH 80°21'32" EAST, A DISTANCE OF 549.54 FEET TO AN IRON ROD SET;
SOUTH 00°31'37" EAST, A DISTANCE OF 25.40 FEET TO AN IRON ROD SET;
SOUTH 80°21'32" EAST, A DISTANCE OF 2,000.05 FEET TO AN IRON ROD SET
FOR THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF
1,716.18 FEET, AND A CHORD THAT BEARS SOUTH 67°33'41" EAST, 760.29
FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
25°35'42", AN ARC -DISTANCE OF 766.65 FEET TO AN IRON ROD SET;
SOUTH 54°45'50" EAST, A DISTANCE OF 411.69 FEET TO AN IRON ROD SET FOR
THE BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF 2,050.74
FEET, AND A CHORD THAT BEARS SOUTH 70°35'55" EAST, 1,119.15 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 31 °40' 10",
AN ARC -DISTANCE OF 1,133.52 FEET TO AN IRON ROD SET;
SOUTH 86°26'00" EAST, A DISTANCE OF 2,213.89 FEET TO AN IRON ROD SET
FOR THE BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF
2,041.14 FEET, AND A CHORD THAT BEARS SOUTH 89°08'09" EAST, 192.48
FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 05°24' 18",
AN ARC -DISTANCE OF 192.55 FEET TO AN IRON ROD SET;
NORTH 00°33'50" WEST, A DISTANCE OF 25.01 FEET TO AN IRON ROD SET FOR
THE BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF 2,016.12
FEET, AND A CHORD THAT BEARS NORTH 79°56'54" EAST, 574.95 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 16°23'43",
AN ARC -DISTANCE OF 576.91 FEET TO AN IRON ROD SET, FROM WHICH A
CROSS -TIE BEARS SOUTH 61°49'22" EAST, A DISTANCE OF 2.52 FEET;
SOUTH 18°14'57" EAST, A DISTANCE OF 50.01 FEET TO AN IRON ROD SET FOR
THE BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF 2,066.13
FEET, AND A CHORD THAT BEARS NORTH 68°26'25" EAST, 238.63 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 06°37' 16",
AN ARC-D1STANCE OF 238.76 FEET TO AN IRON ROD SET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 19
NORTH 65°08'05" EAST, A DISTANCE OF 460.57 FEET TO AN IRON ROD SET FOR
THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 3,192.48
FEET, AND A CHORD THAT BEARS NORTH 72°13'49" EAST, 788.70 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
14° 11'28", AN ARC -DISTANCE OF 790.72 FEET TO AN IRON ROD SET;
NORTH 12°07'40" WEST, A DISTANCE OF 50.01 FEET TO AN IRON ROD SET;
NORTH 78°27'48" EAST, A DISTANCE OF 83.77 FEET TO AN IRON ROD SET FOR
THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 4,493.42
FEET, AND A CHORD THAT BEARS NORTH 88°43'36" EAST, 1,601.21 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF
20°31'36", AN ARC -DISTANCE OF 1,609.81 FEET TO AN IRON ROD SET FOR THE
BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF 6,276.42 FEET,
AND A CHORD THAT BEARS SOUTH 82°17'37" EAST, 281.19 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 02°34'O1",
AN ARC -DISTANCE OF 281.21 FEET;
SOUTH 82°07'07" EAST, A DISTANCE OF 1,350.40 FEET TO THE POINT OF
BEGINNING AND CONTAINING A CALCULATED AREA OF 3,590.912 ACRES
(156,420,144 SQ. FEET) OF LAND (GROSS).
SAVE AND EXCEPT THAT 6.783-ACRE PORTION OF THE SUBJECT TRACT THAT LIES
WITHIN VEALE RANCH PARKWAY, A 110-FOOT-WIDE RIGHT-OF-WAY AS
DEDICATED BY DOCUMENT RECORDED IN COUNTY CLERK FILE NO. D217021025.
O.P.R.T.C.T., FORA NET CALCULATED AREA OF 3,584.129-ACRES OF LAND.
SAVE AND EXCEPT
BEING 58.603 ACRES OF LAND SITUATED IN THE DAVID H. DIXON SURVEY,
ABSTRACT NO. 442, G.H. & H. RR. CO. SURVEY, ABSTRACT NO. 623, D.T. FINLEY
SURVEY, ABSTRACT NO. 1900, AND THE NATHAN PROCTOR SURVEY, ABSTRACT
NO. 1229, TARRANT COUNTY, TEXAS, AND BEING A PORTION OF A TRACT OF LAND
DESCRIBED TO TRT LAND INVESTORS, LLC AS RECORDED IN COUNTY CLERKS
FILE NO. D221245221, OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY TEXAS,
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT A 5/8-INCH IRON ROD FOUND FOR THE NORTHEAST CORNER OF
SAID TRT LAND TRACT ON THE WESTERLY RIGHT-OF-WAY LINE OF R.M. HIGHWAY
NO. 2871 (A VARIABLE WIDTH RIGHT-OF-WAY) FOR THE BEGINNING OF A CURVE
TO THE LEFT HAVING A RADIUS OF 2416.83 FEET AND A CHORD THAT BEARS
SOUTH 11°35'04" EAST, 945.85 FEET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 20
THENCE WITH SAID WESTERLY RIGHT-OF-WAY LINE AND SAID CURVE TO THE
LEFT, THROUGH A CENTRAL ANGLE OF 22°34'08", AN ARC -DISTANCE OF 951.99
FEET TO A 1/2-INCH CAPPED IRON ROD STAMPED "LANDES ASSOCIATES" FOUND
FOR THE NORTHERNMOST CORNER OF LOT 1, BLOCK 1, BENBROOK CHRISTIAN
FELLOWSHIP SUBDIVISION, AN ADDITION TO THE CITY OF FORT WORTH,
TARRANT COUNTY, TEXAS BY PLAT RECORDED IN COUNTY CLERK FILE NO.
D205347812 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE WITH THE NORTHWESTERLY LINE OF SAID BENBROOK CHRISTIAN
FELLOWSHIP SUBDIVISION, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 64°27'52" WEST, A DISTANCE OF 475.19 FEET TO A 1/2-INCH IRON ROD
FOUND;
SOUTH 47°56'03" WEST, A DISTANCE OF 221.98 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "WIER ASSOCIATES" FOUND;
SOUTH 31°20'39" WEST, A DISTANCE OF 625.38 FEET TO A 1/2-INCH CAPPED
IRON ROD STAMPED "WIER ASSOCIATES" FOUND FOR THE SOUTHWEST
CORNER OF SAID BENBROOK CHRISTIAN FELLOWSHIP SUBDIVISION ON
THE NORTH LINE OF LOT 1, BLOCK 1, BENBROOK WATER AND SEWER
AUTHORITY TANK SITE, AN ADDITION TO THE CITY OF BENBROOK,
TARRANT COUNTY, TEXAS BY PLAT RECORDED IN CABINET A, SLIDE 4324
OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 89°38'34" WEST, WITH SAID NORTH LINE, A DISTANCE OF 597.69
FEET TO A 5/8-INCH IRON ROD FOUND FOR THE NORTHWEST CORNER OF SAID
BENBROOK WATER AND SEWER AUTHORITY TANK SITE;
THENCE SOUTH 01 °36' 11" WEST, WITH THE WEST LINE OF SAID BENBROOK WATER
AND SEWER AUTHORITY TANK SITE, A DISTANCE OF 8.87 FEET TO A 1/2-INCH IRON
ROD FOUND FOR THE NORTHEAST CORNER OF LOT 31X, BLOCK 8, VENTANA, AN
ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AS SHOWN
BY PLAT RECORDED IN COUNTY CLERK FILE NO. D217078339 OF SAID OFFICIAL
PUBLIC RECORDS;
THENCE SOUTH 89°26'43" WEST, WITH THE NORTH LINE OF SAID VENTANA
ADDITION, A DISTANCE OF 649.00 FEET;
THENCE OVER AND ACROSS SAID TRT LAND TRACT, THE FOLLOWING COURSES
AND DISTANCES;
NORTH 01°22'48" WEST, A DISTANCE OF 888.51 FEET;
NORTH 89°16'44" EAST, A DISTANCE OF 669.38 FEET;
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 21
NORTH 00°21'24" EAST, A DISTANCE OF 1119.32 FEET TO THE NORTH LINE OF
SAID TRT LAND TRACT;
THENCE SOUTH 82°07'07" EAST, WITH SAID NORTH LINE, A DISTANCE OF 1333.53
FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA
64.680 ACRES (2,817,481 SQUARE FEET) SAVE AND EXCEPT THAT 6.077 ACRES THAT
LIES WITHIN VEALE RANCH PARKWAY (A 110-FOOT-WIDE RIGHT-OF-WAY) AS
DEDICATED BY DOCUMENT RECORDED IN COUNTY CLERK FILE NO. D217021024 OF
SAID OFFICIAL PUBLIC RECORDS FOR A NET CALCULATED AREA OF 58.603 ACRES
(2,552,781 SQUARE FEET) OF LAND.
Exhibit A-2, The Metes and Bounds Description of the ETJ Property — Page 22
Exhibit B
Concept Plan
[The Concept Plan follows this cover page.]
Exhibit B, Concept Plan — Page 1
(MIXED -USE
II +/-25 AC.
FM 1187
MIXED -USE
+/-11 AC.
INDUSTRIAL
+/-54 AC. ALEDO IONA�jQ AD
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MIXED -USE
+/-47 AC.
'SINGLE FAMILY
+/-37 AC.
INDUSTRIAL
+/-526 AC.
MIXED -USE
+/-106 AC.
SINGLE FAMILY
+/-182 AC.
IMIXEDWSE
+/-15:AC.
SINGLE
FAMILY
+/-58 AC r
BEAR REETCDRIVE
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INDUSTRIAL
+/-13 AC.
INDUSTRIAL
+/-440 AC.
, XED-USE
+/-72 A
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MIXED -USE
+/-66 AC.
j SINGLE FAMILY
+/-84 AC
cii4
SINGLE FAMILY
+/-237 AC. N;�
c�INGLE FAMILY
- I +/-42 AC. I
3°
SINGLE FAMILY
+/-175 AC.
SINGLE FAMILY
+/-210 AC
SINGLE FAMILY
+/-13 AC. II
!SINGLE FAMILY
+/-10.6 AC
MIXED -USE
+/-167 AC.
I SINGLE FAMILY.
+/-102 AC. I
SINGLE FAMILY
+/- 40 AC.
SINGLE FAMILY
+/-35 AC
/ '
SINGLE FAMILY
+/-420 AC
NGLE FAMILY
+/-70A
INDUSTRIAL
+/-173 AC.
MIXED -USE
+/-22 AC.
MIXED -USE
+/-260 AC
MIXED USE
+/-17 AC
SINGLE FAMILY'
+/-63 AC
1/4
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+/-287 AC.
PMB PROJECT
CONCEPT PLAN
)500' 3000'
CITY Of FORT WORTH, TARRANT COUNTY, TX
DOWN II
CMm IV:
OOTE
PWIECE
NUMBER
AMR
TPM
3/I/2023
ElT55001 3
Exhibit B-1
Current Zoning of In -City Property
[The depiction of the Current Zoning of In -City Property follows this cover page.]
Exhibit B-1, Current Zoning of In -City Property — Page 1
KY'
rat
LEGEND
PROPERTY BOUNDARY
—1 CITY LIMITS
ETJ LIMITS
ZONING
THE
PROPERTY
e
CITY OF FORT
WORTH ETJ
Exhibit B-1, Current Zoning of In -City Property — Page 2
THE
PROPERTY
4
377
IA
CM( OF
BENBROOK
CITY
OF FORT
WORTH ETJ
14 i4 1`62:
A
0 ,.000 2.000 4 OCCI
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- • -
Exhibit C
Additional Property
[The depiction of the Additional Property follows this cover page.]
Exhibit C, Additional Property — Page 1
ADDITIONAL
PROPERTY
THE
PROPERTY
r
Exhibit C, Additional Property — Page 2
THE
ADDITIONAL PROPER
PROPERTY 3
377
LJII JNGIMftRIMG
ADDITIONAL
PROPERTY
MARCH 2O23
/\
LOUD 2.�'1M
4,000
Exhibit D
Authorized Improvements
1. The Authorized Improvements shall consist of all items defined as Authorized
Improvements under Texas Local Government Code Chapter 372.003, except that the
following shall not be Authorized Improvements:
(a) Water lines having a diameter of 8" or less located in and serving a for sale or rent
single family home, cottage home, and townhome residential subdivisions will not
be eligible for reimbursement. Oversizing of lines in and serving residential areas
must be approved by the City.
(b) Sanitary sewer lines with a diameter of 8" or less located in and serving a for sale
or rent single family home, cottage home, and townhome residential subdivisions
will not be eligible for reimbursement. Oversizing of lines in and serving
residential areas must be approved by the City.
(c) Local residential streets, as defined by Fort Worth Master Thoroughfare Plan, will
not be an Authorized Improvement.
2. In conjunction with the negotiation of the Master Reimbursement Agreement, the Parties
shall provide additional detail as to the Authorized Improvements and the current Budgeted
Costs thereof, including a calculation of the maximum cost of the Authorized
Improvements to be reimbursed over the Term of this Agreement. The Budgeted Cost of
an Authorized Improvement shall be updated through the date the applicable Authorized
Improvement is completed.
3. Roads.
(a) The Budgeted Costs of a road shall include all costs thereof authorized to be funded
under the PID Act, including, but not limited to, the acquisition, construction,
improvement, widening, narrowing, closing, and re-routing of streets, roadways,
bridges, and arterials and the installation of sidewalks, right-of-way landscaping,
lighting, monumentation, masonry screening and wayfinding.
(b) If a Developer owns the Property on which a street is to be built, then the value of
the road right-of-way to be dedicated to the City shall be an Authorized
Improvement, subject to reimbursement from the PID or TIRZ based on the fair
market value of such Property at the time of dedication, as determined by an
independent appraiser mutually agreed upon by the Developer and City.
4. Water Facilities.
(a) The Budgeted Costs of water distribution facilities shall include all costs thereof
authorized to be funded under the PID Act, including, but not limited to, the
acquisition, construction, and improvement of water and reclaimed water supply
lines and related facilities and equipment, including master infrastructure lines or
facilities, including the Ventana Pump Station 24" Water Lines and/or Water Main
Exhibit D, Authorized Improvements — Page 1
Capacity Charges, if those costs and benefits are allocable to any portion of the
Property.
(b) If a Developer owns the Property on or under which water infrastructure is to be
built, the dedication of an easement or other property right for a water infrastructure
will not be subject to reimbursement from the PID or TIRZ.
5. Wastewater Facilities.
(a) The Budgeted Costs of wastewater facilities shall include all costs thereof
authorized to be funded under the PID Act, including, but not limited to, the
acquisition, construction, and improvement of sanitary sewer lines, Force Main,
Lift Station and related facilities and equipment.
(b) Per acre charges and/or previously paid items for any existing or future master
infrastructure lines or facilities, including the Ventana Lift Station, Benbrook
Interconnect engineering and Force Main, will be eligible Authorized
Improvements if those costs and benefits are allocable to any portion of the
Property.
(c) If a Developer owns the Property on or under which wastewater infrastructure is to
be built, the dedication of an easement or other property right for the wastewater
infrastructure will not be subject to reimbursement from the PID or TIRZ.
6. Stormwater Facilities.
(a) The Budgeted Costs of stormwater facilities shall include all costs thereof
authorized to be funded under the PID Act, including, but not limited to, the
acquisition, construction, and improvement of stormwater drainage and detention
improvements and related facilities and equipment.
(b) If a Developer owns the Property on or under which stormwater facilities are to be
built, the dedication of an easement or other property right for the stormwater
facilities will not be subject to reimbursement from the PID or TIRZ
7. Landscaning.
(a) The Budgeted Costs of landscaping facilities shall include all costs thereof
authorized to be funded under the PID Act, including, but not limited to, the
planting and maintenance of special supplemental landscaping and the construction
and maintenance of supplemental irrigation systems, fountains, ponds, lakes, parks,
and open spaces, playgrounds, athletic facilities, pavilions, trails, lighting, and
benches.
(b) If a Developer owns the Property on which landscaping is to be built, then the value
of the land to be dedicated to the City shall be an Authorized Improvement, subject
to reimbursement from the PID or TIRZ based on the fair market value of such
Property at the time of dedication, as determined by an independent appraiser
mutually agreed upon by the Developer and City.
Exhibit D, Authorized Improvements — Page 2
8. Budgeted Costs shall include the cost of financing the Authorized Improvements to the
maximum extent allowed under the PID Act, including, but not limited to, the cost to issue
and sell PID Bonds, including:
i. Bond issuance costs
ii. Legal and financial costs
iii. Credit enhancement costs
iv. Costs incurred in the establishment, administration, and operation of the PID
v. Debt service reserves
9. Budgeted Costs shall include to the maximum extent allowed under the PID Act the cost
to create and administer the PID, including (i) City, Developer and Owner consultants, and
(ii) all fees paid to the City relative to creation of the PID (i.e. the City's $35,000 and
$150,000 fees).
10. Authorized Improvement Costs shall include all "soft costs," such as engineering costs,
construction phase engineering services, construction costs, public bidding advertising
costs, easements, permits, IPRC Engineering Plan Review fees, material testing costs,
administrative material testing costs, construction inspection service fees, water lab testing
fees, franchise utility relocation costs, and the cost of public notifications.
Exhibit D, Authorized Improvements — Page 3
Exhibit E
Landowner Consent Certificate
LANDOWNER CONSENT CERTIFICATE
This Landowner Consent Certificate is issued by [LANDOWNER], a
("Landowner"), as the landowner that holds record title to approximately [_] acres (the "Property"),
as more particularly described by metes and bounds in Exhibit "A" attached to this Landowner
Consent Certificate and incorporated herein for all purposes, within the Veale Ranch Public
Improvement District (the "PID") created by the City of Fort Worth, Texas (the "City").
Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms
in the City's ordinance levying assessments on property within the PID, adopted on
20 , including the Service and Assessment Plan and Assessment Roll attached thereto (the
ordinance and Service and Assessment Plan, including Assessment Roll, is referred to collectively
as the "Assessment Ordinance").
Landowner hereby declares and confirms that it holds record title to the Property located
within the PID which is subject to the special assessments (the "Assessments") levied by the City
under the Assessment Ordinance. Further, Landowner hereby ratifies, declares, consents to,
affirms, agrees to and confirms each of the following:
• The Landowner is the sole owner of the Property as of the date of this Landowner Consent
Certificate and was the sole owner of the Property on the date of the Assessment
Ordinance.
• The right, power and authority of the City Council of the City to adopt the Assessment
Ordinance, including the attachments thereto, and to levy the Assessments against the
Property.
• The Authorized Improvements specially benefit the Property in an amount in excess of the
Assessments levied on the Property as shown on the Assessment Roll.
• The Assessment against the Property is final, conclusive and binding upon the Landowner.
• Landowner shall pay the Assessment levied on the Assessed Property owned by such
Landowner when due and in the amount required by and stated in the Assessment
Ordinance and the attachments thereto.
• Delinquent installments of the Assessments shall incur and accrue interest, penalties, and
attorney's fees as provided in Service and Assessment Plan and in accordance with Chapter
372 of the Texas Local Government Code, as amended (the "PID Act").
• The "Annual Installments" (as defined in the Service and Assessment Plan) of the
Assessment levied against the Property may be adjusted, decreased and extended in
accordance with the Service and Assessment Plan and the PID Act.
• All notices required to be provided to it under the PID Act have been received and to the
extent of any defect in such notice, Landowner hereby waives any notice requirements.
• Landowner consents to all actions taken by the City with respect to the creation of the PID
and the levy of Assessments against the Property.
Exhibit E, Landowner Consent Certificate — Page 1
• Landowner agrees to contractually obligate all future Owners to provide the End Buyer
Disclosure Notice to all End Buyers prior to their sale of any Property and to cause such
End Buyer Disclosure Notice to be recorded in the Real Property Records of the County
in which such Property is located.
Landowner hereby waives any and all defects, irregularities, illegalities or deficiencies in the
proceedings establishing the PID, defining the Assessed Property, adopting the Assessment
Ordinance, Service and Assessment Plan and each Assessment Roll, levying of the Assessments,
and determining the amount of the Annual Installments of the Assessments.
IN WITNESS WHEREOF, the undersigned has caused this Landowner Consent Certificate to
be executed as of , 20_.
LANDOWNER:
By:
Name:
Title:
Exhibit E, Landowner Consent Certificate — Page 2
LANDOWNER CONSENT CERTIFICATE - EXHIBIT A
METES AND BOUNDS DESCRIPTION OF LANDOWNER'S PROPERTY
Exhibit E, Landowner Consent Certificate — Page 3
Exhibit F
Certification for Payment Form
The undersigned is an agent for , a Texas
(the "Developer"), and requests payment from the
of the Project Fund (as defined in the Indenture) or Fund from the City of Fort
Worth, Texas (the "City"), or Trustee (as defined in the indenture) in the amount of $
for costs incurred in the establishment, administration, and operation of the Veale Ranch Public
Improvement District (the "PID") or the City of Fort Worth Tax Increment Reinvestment Zone
No. ("TIRZ") and for labor, materials, fees, and/or other general costs related to the design,
acquisition, or construction of certain Authorized Improvements related to the District. Unless
otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in
Veale Ranch Development Agreement, dated , 2023, and recorded in
of the Real Property Records of Parker County and in the Real Property Records
of Tarrant County.
In connection to the above referenced payment, the Developer represents and warrants to the City
as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
payment request form on behalf of the Developer, and is knowledgeable as to the matters
set forth herein.
2. The payment requested for the below referenced Authorized Improvement(s) has not been
the subject of any prior payment request submitted for the same work to the City or, if
previously requested, no disbursement was made with respect thereto.
3. The amount listed for the Authorized Improvement(s) below is a true and accurate
representation of the Actual Costs associated with said Authorized Improvement(s); and
such costs are authorized to be paid to Developer pursuant to the Development Agreement
and
4. The Developer is in compliance with the terms and provisions of the Development
Agreement, the Indenture, the Developer Continuing Disclosure Agreement, the Master
Reimbursement Agreement, the Reimbursement Agreement, the Service and Assessment
Plan and the Project and Finance Plan ("Agreements").
5. All applicable conditions set forth in the Agreements for the payment hereby requested
have been satisfied.
6. The work with respect to the Authorized Improvement(s) referenced below (or their
completed segment, section or portion thereof) has been completed.
7. The Developer has timely paid all ad valorem taxes and annual installments of special
assessments it owes or an entity Developer controls owes, located in the Veale Ranch
Public Improvement District and has no outstanding delinquencies for such assessments.
Exhibit F, Certification for Payment Form — Page 1
8. All conditions set forth in the Indenture for the payment hereby requested have been
satisfied.
9. The Developer agrees to cooperate with the City in conducting its review of the requested
payment, and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review.
Payments requested are as follows:
a. X amount to Person or Account Y for Z goods or services.
b. Etc.
As provided by the Agreements, the Actual Costs for the Authorized Improvement(s) shall be paid
as follows:
Amount to be paid from Total Cost of Authorized
Authorized Improvement: the Fund Improvement
Attached hereto are receipts, purchase orders, change orders, and similar instruments that support
and validate the above requested payments.
Pursuant to the , after receiving this payment request, the City is authorized to inspect
the Public Improvement (or completed, section or portion thereof segment) and confirm that said
work has been completed in accordance with all applicable governmental laws, rules, and plans.
I hereby declare that the above representations and warranties are true and correct.
By:
Name:
Its:
Date:
Exhibit F, Certification for Payment Form — Page 2
APPROVAL OF REQUEST BY CITY
The undersigned is in receipt of the attached Certification for Payment. After reviewing the
Certification for Payment, the Certification for Payment is approved in the amount of $
and the Trustee or is directed to disburse the requested payment in said amount
from the , in accordance with the Certification for Payment.
CITY OF FORT WORTH, TEXAS
By:
Name:
Title:
Date:
Exhibit F, Certification for Payment Form — Page 3
EXHIBIT G
Assignment Form
PARTIAL ASSIGNMENT AND ASSUMPTION
OF VEALE RANCH DEVELOPMENT AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF VEALE RANCH
DEVELOPMENT AGREEMENT (this "Assignment") is made as of , 20_ (the
"Effective Date"), by and between , a ("Assignor"), and
, a ("Assignee").
WHEREAS, PB Ventana 1, LLC, a Texas limited liability company; PMB I20 Land LP, a Texas
limited partnership; PMB Rolling V South Land, LP, a Texas limited partnership; PMB RVS Dev Co LLC,
a Texas limited liability company; PMB SWFW Dev Co LLC, a Texas limited liability company; PMB
Team Ranch Devco LLC, a Texas limited liability company; PMB Veale Land Investors 1 LP, a Texas
limited partnership; PMB Ventana Developer LLC, a Texas limited liability company; PMB Ventana
Developer South LLC, a Texas limited liability company; PMB Ventana SFR LP, a Texas limited
partnership; and TRT Land Investors, LLC, a Delaware limited liability company, (collectively, "Original
Owners"), and the City of Fort Worth, Texas (the "City"), entered into that certain Veale Ranch
Development Agreement dated , 2023 ([as amended, ]the "Agreement"), concerning the
development of that certain real property located in Parker and Tarrant Counties, Texas (the "Property"),
as more particularly described therein;
WHEREAS, pursuant to Section 15 of the Agreement, upon Notice to the City, Assignor has the
right to assign the Agreement to (i) any person or entity that is or will become an owner of any portion of
the Property (referred to herein as a "Successor Owner"); (ii) any Affiliate of an Original Owner; or (iii)
any lienholder on the Property;
[WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of
20_ between [name of applicable Original Owner], as seller, and Assignee, as purchaser (the "PSA"),
Assignee has purchased that certain acre portion of the Property described on Exhibit A attached
hereto (the "Assignment Property"), and as such, Assignee is a Successor Owner;]
[WHEREAS, Assignee is an Affiliate of [name of applicable Original Owner], and Assignor has
agreed to assign its [insert description of applicable rights, obligations, requirements, and/or covenants to
develop] with respect to that certain acre portion of the Property described on Exhibit A attached
hereto (the "Assignment Prooertv");]
[WHEREAS, pursuant to that certain [insert Deed of Trust description], Assignee is a lienholder
on that certain acre portion of the Property described on Exhibit A attached hereto (the "Assignment
Property");] and
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to assume from
Assignor, those certain rights of Assignor with respect to the Assignment Property in and under the
Agreement described in Exhibit B attached hereto (collectively, the "Assigned Rights and Obligations"),
as further set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:
Exhibit G, Assignment Form — Page 1
1. Recitals: Capitalized Terms. The recitals set forth above are true and correct in all material
respects and are incorporated herein by reference. Any capitalized term used but not defined herein shall
have the meaning given to such term in the Agreement.
2. Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's
Assigned Rights and Obligations in and under the Agreement. Assignor shall remain liable for all
obligations relating to the Assigned Rights and Obligations which arose and accrued prior to the Effective
Date, and Assignor hereby indemnifies and agrees to defend and hold harmless Assignee from and against
any and all losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees
(collectively, "Losses") incurred, paid, or required under penalty of law to be paid by Assignee by reason
of the failure of Assignor to fulfill, perform, or discharge any or all of the obligations relating to the
Assigned Rights and Obligations which arose and accrued prior to the Effective Date.
3. Assumption. Assignee hereby assumes all of Assignor's Assigned Rights and Obligations
in and under the Agreement. Assignee shall be liable for all obligations relating to the Assigned Rights and
Obligations which arise and accrue on or after the Effective Date, and Assignee hereby indemnifies and
agrees to defend and hold harmless Assignor from and against any and all Losses incurred, paid, or required
under penalty of law to be paid by Assignor by reason of the failure of Assignee to fulfill, perform, or
discharge any or all of the obligations relating to the Assigned Rights and Obligations which arise and
accrue on or after the Effective Date.
4. Certain Riahts Retained by Assignor. Assignee acknowledges and agrees that this
Assignment is only a partial assignment of Assignor's rights and obligations under the Agreement, and only
includes those Assigned Rights and Obligations expressly set forth herein. Certain rights relating to the
Assignment Property run with the land and are expressly excluded from this Assignment, including (i)
zoning, and (ii) [insert other rights that run with the land].
5. Notice to City. Assignor hereby agrees that Assignor has provided Notice to the City of
this Assignment in accordance with the terms of Section 15.2 of the Agreement.
6. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit
of Assignor and Assignee, and their respective successors and assigns.
7. Counterparts. This Assignment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which counterparts together shall constitute one agreement
with the same effect as if the parties had signed the same signature page.
[signatures on following page.]
Exhibit G, Assignment Form — Page 2
Assignor and Assignee have caused this Assignment to be executed and delivered as of the
Effective Date.
ASSIGNOR:
a
By:
Name:
Title:
ASSIGNEE:
a
By:
Name:
Title:
Exhibit G, Assignment Form — Page 3
ASSIGNMENT FORM - EXHIBIT A
ASSIGNMENT PROPERTY DESCRIPTION
[To be inserted.]
Exhibit G, Assignment Form — Page 4
ASSIGNMENT FORM - EXHIBIT B
ASSIGNED RIGHTS AND OBLIGATIONS
[insert description of applicable rights, obligations, requirements, and/or covenants to develop.]
Exhibit G, Assignment Form — Page 5
Exhibit H
WSIV Elevated Storage Tank and 36" Transmission Main
[The depiction of WSIV Elevated Storage Tank and 36" Transmission Main follows this cover page.]
Exhibit H, WSIV Elevated Storage Tank and 36" Transmission Main — Page 1
WSV EST
;421N-WSIII
WSIV GS ,�MARKUM RANCH
> ; > PUMP STATION
tnI—
w Z
361N WSV
co mc•ID
24IN-WSIV
SIV EST
_EGEND
0 PROPERTY BOUNDARY
1 WSIV 3.0MG GST - BY CITY
A MARKUM RANCH PUMP STATION - BY CITY
0 WSIV PS/GST
WSIV 1.5MG EST - BY CITY
Q WSV 1.5MG EST - BY CITY
WSIV WATER - BY DEVELOPER
WSIV WATER - BY CITY
i= WSV WATER - BY CITY
WSIII 42° TRANSMISSION -.BY CITY
THE
PROPERTY
Exhibit H, WSIV Elevated Storage Tank and 36" Transmission Main — Page 2
THE
PROPERT
114
MARCH 2023
0 1,000 $000A 1.0iX)
FEET
Exhibit I
Off -Site Wastewater Facilities
[The depiction of Off -Site Wastewater Facilities follows this cover page.]
Exhibit I, Off -Site Wastewater Facilities — Page 1
LI`lti WALNUT CREEK 27' SS
®�\ BY CITY.__
THE
PROPERTY
: EGEND
PROPERTY BOUNDARY
WALNUT CREEK - BY CITY
EX FM
EXISTING
- - 30' SS
0 36' SS
EXISTING LIFT STATION
Exhibit I, Off -Site Wastewater Facilities - Page 2
LIMITING LINK
EX 21' SS ON 0.08%
2.89 MGD CAPACITY
4,597
PROPOSED DUTCH BRANCH SEWER
3n EXTENSION THRU WHITESTONE GOLF
COURSE BY DEVELOPER
VENTANA LIFT STATION
EXISTING PH1 CAPACITY = 1.76 MGD
FUTURE PH2 CAPACITY = 3.33 MGD
ULTIMATE CAPACITY = 5.0 MGD
k 30" S
us
BENBROOK PHASE 3 PARALLEL
OFFSITE SS BY CITY
MARCH 2023
N
A
o +,s00 3.100 0000
FEET
;"
Exhibit J
Bear Creek Parkway
[The depiction of Bear Creek Parkway follows this cover page.]
Exhibit J, Bear Creek Parkway — Page 1
445
Exhibit J, Bear Creek Parkway — Page 2
THE
PROPERTY
BEAR CREEK
NCO-L1-TO-TWLT-PO-BOP(80
11,500 LF 3s�
20
,sb/
THE
PROPERTY
�1871
MARCH 2023
Exhibit K
Capital PID Policy
FORT WORTH
Policy for Capital
Public Improvement Districts
I. OVERVIEW
This Policy outlines conditions that must be met for the City of Fort Worth ("City") to consider the
creation of a public improvement district for the purpose of funding capital improvements (a
"Capital PID" or "C-PID") and sets forth guidelines for how the City will utilize and administer C-
PIDs once they are created.
Capital PIDs are development financing tools authorized pursuant to Chapter 372 of the Texas
Local Government Code ("Act"), which allow for the costs of certain public improvements in a
designated area to be allocated to and paid for by the owners of the parcels that actually benefit
from such improvements. A C-PID can, therefore, provide a means to fund improvements that meet
community needs and that might not otherwise be constructed as quickly or at all by assessing
charges to owners of the property that directly benefits from the improvements.
The purpose of this Policy is to outline the considerations that will need to be addressed before the
City Council can support the establishment or continuation of a Capital PID. Such considerations
include, but are not limited to, whether petition requirements have been met; whether a unifonn
assessment methodology is proposed; whether and how mandatory infonnation disclosures to
property owners in a potential C-PID are provided; whether a C-PID's initial and updated service
and assessment plan and budget comply with state law and this Policy; and whether any proposed
C-PID debt obligations meet the restrictions identified in state law and this Policy. This Policy also
addresses C-PID administration requirements, which may exceed requirements of the Act and other
state laws. This Policy shall serve to supplement all other applicable City rules, regulations, and
policies.
This Policy has been prepared and approved to guide the operations and management of a C-PID,
and the guidelines set forth herein are not intended to be an all-inclusive list. C-PIDs created before
the adoption of this Policy are not subject to strict compliance with this Policy. PIDs created for
the purpose of finding on -going operations and supplemental services are governed by a separate
policy.
The Act, Policy, and City staff are the primary sources of infonnation regarding C-PIDs in the City.
Exhibit K, Capital PID Policy — Page 1
FoR TT WORTH Polio for Capital Public Improvement Districts
11. MINIMUM REQUIREMENTS FOR CONSIDERATION OF CREATION
1. A proposed C-PID must be located entirely within City limits. The City will not
consider creation of a C-PID where any portion of the property is located in the City's
extra -territorial jurisdiction.
2. A proposed C-PID must consist of at least 1,500 acres in developable total land area.
3. A proposed C-PID must consist of land owned by either (i) a single entity or (ii)
multiple entities that are under Common Ownership. As used herein Common
Ownership refers to a situation in which more than 50%.'0 of' each entity is subject to the
same ownership and control structure.
4. Creation of the proposed C-PID must be supported by 1000 oftite property owners as
evidenced by (i) submission of a current tax roll identifying each owner of property
liable for assessment and (ii) the signature of each owner affirming his support of the
petition.
5. To avoid over -proliferation of special districts, a petition must demons ate an
extraordinary benefit and public purpose.
6. C-PID-funded improvements will be restricted to Major Infrastructure that is built to
City standards and specifications. As used herein, "Major Infrastructure" means (i)
streets that would be classified as arterials as outlined in the City's Master
Thoroughfare Plan, and (ii) sewer mains that are at least 18-inches in diameter and
water mains that are at least 16-inches in diameter.
7. If it is proposed that debt obligations secured by and payable from C-PID assessments
are to be issued to reimburse for Major Infrastructure that a developer would ordinarily
fund at its own costs, the petition must demonstrate how creation of the C-PID and
financing of the infrastructure provides an extraordinary benefit to the City as a whole
and to the property in the C-PID, such as accelerated development or furtherance of a
major City policy objective. The City will not create a C-PID to finance the costs of
construction of infrastructure.
8. A petition must identify all methods to be deployed to ensure that sales of assessable
property in the C-PID will include disclosure of the existence or proposal of special
assessments on the property. Petitioners must acknowledge and agree that, at a
minimum, (i) all initial sales by home builders or developers will include a "title
encumbrance" notifying any prospective buyers of the assessment; (ii) all closing
statements will specify who is responsible for payment of the PID assessment or a pro
rata share thereof; and (iii) all marketing and sales materials will include notice of the
assessment and its estimated amount.
9. All estimated costs must be identified within a financing plan before a decision is
reached on a request to establish a C-PID. Costs to be identified include costs related
to establishing the C-PID; costs for maintenance, operation, and administration; and
costs for future revision, repair or replacement of any improvements.
Page 2 of 8
Exhibit K, Capital PID Policy — Page 2
FORT WORTH Policy for Capital Public Improvement Districts
III. PETITION REQUIREMENTS
1. In addition to the requirements set forth in the Act, ail petitions requesting
establishment of a C-PID shall include the following:
a Assurances of long-term backing and support.
b. Evidence that the petition's signatures meet the requirements of the Act and this
Policy. If the petitioner fails to provide sufficient evidence, then the petitioner will
be required to pay the City a reasonable fee to cover the City's costs of signature
verification.
c. If a proposed C-PID is an expansion of an existing public improvement district,
then the petition will be treated as a new C-PID and such petition shall be subject
to this Policy.
d. Contingency plans to address how, if a C-PID is dissolved, C-PID improvements
and property that have not been dedicated to the public will be maintained or
disposed of.
e. Map of the area, legal description of the boundaries of the C-PID and a cormnoniy
known description of the area to be included in the C-PID.
f. A section that clearly identifies the benefit of the C-PID to the affected property
owners (for use in public hearings) and to the City as a whole (i.e., public purpose).
g.
Identification of all land within the proposed C-PID that is or will be publicly
owned (e.g., sites for public schools).
h. Description of all City -owned land within the C-PID as well as its proposed share
of project costs.
i. A budget, including the C-PIDs revenue in addition to the assessments, and how
all funds will be managed.
j. Specified procedure for eventual termination of the C PID.
k. Statement that the applicant understands that the annual budget for the C-PID is
subject to review by City staff with final approval by the City Council.
1. A professional management plan detailing who will be responsible for addressing
problems and collective actions to be taken.
In addition, the following issues must be addressed before the City Council will take
action on a petition:
a Applicant shall pay a non-refundable application fee of $35,000.00, in full, at the
time the petition is submitted to the City for evaluation_ The application fee is
Page 3 of
Exhibit K, Capital PID Policy — Page 3
FORT WORTH Policy for Capital Public Improvement Districts
intended to offset costs incurred for internal evaluation of the petition that are
associated with establishing the C-PID, including, but not limited to, salaries for
City staff and all other reasonable and appropriate expenses.
b. Applicant shall pay an additional $150,000.00 to reimburse the City for the costs
incurred for external evaluation of the petition. This application fee must be paid
in full when the petition is submitted to the City for evaluation and review.
i. Payment of this fee is considered a pre -payment for costs associated with
C-PID consultant fees, bond attorney fees, independent appraisal fees,
engineering costs, and all other reasonable and appropriate expenses
associated with the creation of the C-PID.
ii. In the event the funds are depleted during the evaluation phase, the
applicant will be required to contribute an additional amount to continue
the evaluation of the C-PID. Such additional amount will be calculated
solely by City staff and represent the estimate of expenses to complete the
evaluation. In the event that there are insufficient funds to cover the City's
external expenses, the City reserves the right to hold the petition
indefinitely until all required fees are paid.
iii. The City will refund to the Applicant any unused fee balance.
iv. Costs incurred for these services will be allowed to be reimbursed from a
debt issuance, if said debt issuance occurs, to the extent allowable by state
and federal laws and within the restrictions defined within this Policy.
3. City staff will review all petitions for sufficiency.
IV. ESTABLISHMENT
1. The Act provides the City Council with the authority to undertake an improvement
project that confers a special benefit on a definable area of land if certain procedures
in the Act are met. In establishing a C-PID, the City will comply with all mandatory
procedural requirements set forth in the Act; provided, however, that the City reserves
the right to invoke any permissive procedural requirement as it may deem necessary
on a case -by -case basis.
2. The applicant must submit a proposed service and assessment plan to the City. The
City reserves the right to have its own C-PID consultant finalize the service and
assessment plan should the City decide to move forward with the C-PID, the cost of
finalization shall be included in the C-PID budget.
3. There shall be no requirement to establish a statutory advisory body to oversee the
development and recommendation of a service and assessment plan.
V. ASSESSMENTS
1. The City Council shall apportion the costs of capital improvements to be assessed
against property in a C-PID. The apportionment shall be made on the basis of special
benefits accruing to the property because of the capital improvements. The costs of
the capital improvements will be assessed in accordance with the Act and this Policy.
2. By ordinance, the City shall levy the assessments on the properties in the C-PID in
accordance with the petition.
Page 4ofS
Exhibit K, Capital PID Policy — Page 4
FORT WORTH Policy for Capital Public Improvement Districts
3. The City has contracted with the Tarrant County Tax Office for billing and collecting
of C-PID assessments.
4. The City will have the final authority regarding assessment methodology.
5. The C-PID assessment is billed on each propeny owner's annual ad valorem tax
statement.
6. C-PID assessments shall only be allowed to be levied for a period of 20 years.
7. Through approval of this policy, City staff has been delegated authority f trm the City
Council to collect assessments in any manner authorized by the Act, which provides
that assessments may be collected in the same manner as the collection of ad valorem
taxes. Such authorized collection efforts include the initiation of foreclosure
proceedings on any delinquent property for failure to pay the special assessment
associated with the C-PID.
VI. GENERAL ON -GOING REQUIREMENTS
1. Each C-PID must be financially self-sufficient and not adversely impact the ordinary
service delivery of the City.
2. A C-PID's budget shall include sufficient funds to pay for all C-PID related costs that
exceed the City's ordinary operating costs. Examples of costs that must be offset are
those associated with on -going administrative and operational oversight of the C-PID
and with integration of C-PID funded infrastructure into the City's operating and
administrative systems
3. C-PIDs shall not be managed by developers.
4. If a C-PID is being managed by a management firm and that entity's performance is
determined by the City to be unsatisfactory, the City may exercise its right to assume
control, maintain the project, and assess the property owners of their appropriate share
of the costs.
VII. BOND FINANCING FOR C-PIDS
1. All C-PIDs established by the City with the intent to fund capital improvements
through bond financing shall be limited by the following restrictions and requirements:
a. Bond financing will only be considered for C-PIDs with a qualified project of
ten million dollars (S 10,000,000) or more. This amount shall be the minimum
amount to be financed, excluding cost of issuance, capitalized interest, and
debt service reserves.
b. The terms of repayment for any bonds issued for C-PIDs shall specify a
maturity date not longer than twenty (20) years from the date of issuance.
i. The maturity date for any bond issued shall not exceed the useful life
of any assets constructed.
ii. The maturity date for any bond issued shall not exceed the initial
Page 5 of 8
Exhibit K, Capital PID Policy — Page 5
FORT WORTH Policy for Capital Public Improvement Districts
authorization terra of the C-PID.
The debt service payments for the life of the debt shall be level from
year-to-year taking into consideration funding of reserves as required
by the bond indentures and administrative expenses.
iv. Repayment of any debt is limited to the pledge of revenue derived
from the C-PID.
2. All debt issuances and bond sales for C-PIDs shall coincide with the City's annual debt
financing plan. The City traditionally issues debt in late spring/early summer.
3. Developers requesting establishment of a C-PID with the intent to issue bonds must
identify land to be donated to the respective and appropriate Independent School
District(s) ("ISD"). Such land donation shall be equivalent to not less than ten percent
(I 0° o) of the total land within the C-PID, unless agreed to otherwise by the respective
ISD.
4. Debt obligations secured by and payable from C-PID assessments used to reimburse
for Major Infrastructure in the C-PID shall be limited to a single issuance or tranche,
and no more than one year of interest may be capitalized.
5. The City will ensure that the record of proceedings authorizing any revenue bonds
issued for a C-PID (by the City, and any other entity controlled by the City or any other
entity authorized to issue bonds) are submitted to the attorney general for examination.
6. Not more than 80% of the total cost of capital improvements may be included in any
debt issuance.
7. At least 50%o of the direct transactional costs of debt issuance shall be paid by the
applicant without remuneration or inclusion in the debt financing.
8. The estimated appraised value to lien ratio with proposed capital improvements, as
determined by an independent third party approved by the City, shall be no less than
3:1 on a parcel by parcel basis.
9. C-PID debt structures will only be done in a manner that allows the City to acquire
constructed and completed infrastructure from the applicant on a reimbursement basis.
The City will not issue or sell bonds to reimburse applicants for the cost of capital
improvements that have been previously acquired by the City.
10. Excess proceeds, if any, from a debt issuance must be applied to outstanding debt
payments.
11. A Debt Service Reserve Fund shall be established and maintained by the City in an
amount no greater than the lesser of:
a 1.25 times the average annual debt service payments,
b. 1 times the maa inaun annual debt service payment, or
c. 10% of the proceeds of the bonds.
12. A Service and Assessment Plan and related agreements for any debt issuance must be
submitted and approved by City staff before consideration of debt financing.
Page 6 of 8
Exhibit K, Capital PID Policy — Page 6
FORT WORTH Policv for Capital Public Imurovement Districts
13. All costs incurred by the City that are associated with the administration of the C-PID
shall be paid out of special assessment revenue levied against property within the C-
PID. City administration costs shall include those associated with continuing
disclosure. agent fees, staff time, reporting requirements, and any other related
expenses.
14. The City may hire its own financing team, including, but not limited to, bond counsel,
financial advisors, and underwriters related to bond financing proceedings. Costs
associated with the financing team shall be negotiated by the City and paid out of the
developer paid deposit and then subsequently reimbursed by bonds or special
assessment revenue levied against the property within the C-PID.
15. Applicants requesting establishment of a C-PID with bond financing must participate
in the City's continuing annual financial disclosures. The City may assess penalties for
non-compliance with continuing disclosure undertakings.
16. In the event of a default on bonds issued for C-PIDs, all associated parties and their
affiliates shall be barred indefinitely from submitting a petition to the City requesting
establishment of any future C-PID.
17. Unless otherwise approved by the City Council, the City will not refund or refinance
any bonds issued for C-PIDs.
13. The City will detennine in its sole discretion the credit criteria/quality, market
suitability, debt structure, continuing disclosure requirements, and investor suitability
requirements of the bonds.
VIII. C-PID MANAGEMENT
1. The City may contract with a private firm to manage the C-PID, subject to
administrative oversight by City staff. Managentent includes, without limitation, the
responsibility of continuing disclosure requirements and arbitrage calculations
associated with any outstanding debt for the C-PID.
2. The management company will coordinate development of the annual Budget and Five
Year Service Plan, which will then be submitted to the City Council for consideration
following a public hearing conducted in accordance with the Act.
3. The management company will communicate to all property owners within the C-PID,
regarding pertinent information for the C-PID.
4. Costs associated with the management company will be paid from annual assessment
revenue.
IX. SERVICE AND ASSESSMENT PLAN
1. Each applicant shall submit an initial Service and Assessment Plan and an annual
update shall be completed by the City that complies with the Act and this Policy.
Page 7 of 3
Exhibit K, Capital PID Policy — Page 7
FORT WORTH Policy for Capital Public Improvement Districts
X. EXPENDITURE REIMBURSENtENTS
1. In order to ensure that the C-PIDs continue to operate without cost to the City, the City
will charge a fee to each C-PID for the annual costs associated with administering the
C-PID. This fee will be calculated annually for each C-PID to be the greater of
a. 2% of the projected externally generated revenue for that year, to include
special assessments and any City contributions., or
b. $2,000.
2. Expenditures must fall within the general categories established in the Act and this
Policy.
XI. FINANCIAL REPORTING
1. The City will make C-PID financial statements (balance sheet, income statement, and
general ledger) available on a monthly basis for the applicant to review and inspect.
XII. DISSOLUTION
1. C-PIDs may be dissolved in accordance with the procedures set forth in the Act. If a
C-PID is dissolved, the C-PID shall remain in effect for the purpose of meeting
obligations of indebtedness for the major infrastructure improvements.
Page 8 of 8
Exhibit K, Capital PID Policy — Page 8
Exhibit L
Tax Increment Reinvestment Zone (TIF) Policy
FORT WORTH
Policy, Guidelines and Procedures for
Tax Increment Reinvestment Zones (TIFs)
December 2009
City of Fort Worth
Housing and Economic Development Department
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 1
Section I. General Guidelines:
1. Each TIF application must demonstrate:
a. "but for" the creation of a TIF, quality development is not likely to occur in
the proposed area without financial assistance from a TIF; and/or
b. An area is ripe for development or redevelopment provided that public
infrastructure is constructed to support the revitalization of the area; and/or
c. use of a TIF is the appropriate incentive tool to recruit or relocate a
catalyst project worth of public investment; and
d. The area proposed for designation as a TIF will have an increase in real
property taxable value within the first two (2) years following designation.
2. The term of any newly created TIF may not exceed 21 years (20 years of tax
increment collection), unless otherwise approved bv City Council. Only TIFs
created to help finance a "Maior Infrastructure Proiect". as desianated bv the City
Council pursuant to Resolution in accordance with the Citv's Relocation
Incentives Policy for Businesses Displaced bv Maior Infrastructure Proiects
(Resolution No. 3556-11-2007). may have a term areaterthan 21 years, and the
lonaer term shall only be permitted as necessary to fully finance the "Maior
Infrastructure Proiect":
3. City of Fort Worth participation in any TIF will be limited to ad valorem real
property taxes and preference will be given to participation at a rate less than
100 percent of the tax increment;
4. City of Fort Worth Housing and Economic Development Department wit receive
and evaluate all TIF requests and applications; and
5. City of Fort Worth Housing and Economic Development Department will be
responsible for all TIF administration unless otherwise approved by the Fort
Worth City Council in the Preliminary Project and Financing Plans.
Section II. Overview, Requirements, and Criteria
1. Local Authority. The City of Fort Worth adopted the initial guidelines by
Resolution No. 3317-02-2006 on February 28, 2006 and was revised by
Resolution No. (TBD) on December 8, 2009. The intent of this Policy is to
provide direction to City Staff and interested parties regarding the development
and establishment of TIFs within the City of Fort Worth.
2. Statutory Authority. Under authority of Chapter 311 of the Texas Tax Code,
municipalities are permitted to establish TIFs. The City of Fort Worth will comply
2
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 2
with all requirements of Chapter 311 of the Texas Tax Code.
3. TIF Goals and Objectives. It is the City's goal to utilize TIFs as an economic
development tool in the development or redevelopment of targeted areas. The
City of Fort Worth may use TIFs to finance needed public improvements and
enhance infrastructure within those targeted areas. It is the intent of the City to
use TIFs for the primary purpose of the encouragement of revitalization within the
Central City and other targeted areas identified by City Council by leveraging
private investment for certain types of development activities that support the
goals outlined in the City of Fort Worth Comprehensive Plan.
4. M/WBE Goals. In satisfaction of the requirements set forth in Section 311.0101
of the Texas Tax Code, before initiating work on any phase of the public
improvements, the following goals and commitments must be met:
a. Any project costs for improvements that will ultimately be owned by the
public and contemplated under a TIF Project and Financing Plan will
require goals set by the Minority/Women Business Enterprise office for
utilization of Fort Worth certified minority -owned and women -owned
business enterprises (MNVBEs) in accordance with the same process
followed for City Public Works contracts.
b. Any project costs for improvements that will ultimately be owned by a
private entity and contemplated under a TIF Project and Financing Plan
will require a commitment for utilization of Fort Worth certified MNVBEs of
at least 25 percent of the total construction costs of a given project. The
commitment must be outlined in the Economic Development Agreement or
the TIF Development Agreement specifying the terms under which
construction of the public improvements receiving assistance from a TIF
are delineated. Any commitment below 25 percent will require a
developer to meet with the City of Fort Worth M/WBE Advisory Committee
prior to action by the applicable TIF Board of Directors to seek their input
and assistance. The MNVBE Advisory Committee will provide the
applicable TIF Board of Directors with a recommendation related to the
utilization of Fort Worth certified MNVBEs. This recommendation, if
different from the commitment made by the developer, will be non -binding,
but should be taken under advisement by the applicable TIF Board of
Directors.
5. Determining Eligibility. City Staff will undertake an economic analysis and risk
assessment of each proposed TIF before arriving at a recommendation to the
City Council as to whether the TIF should be created. The analysis, assessment,
and recommendation of all requested TIFs will be based on the applicant's ability
to address the following questions:
3
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 3
a. What is the public purpose of the proposed TIF? Will the area develop
without being designated as a TIF? What are the required public
improvements?
b. What is the financial need for public investments and/or subsidy? Will use
of the TIF recruit or relocate a catalyst project?
c. How will the City's general fund be impacted as a result of TIF
designation?
d. What is the potential success of the TIF?
e. What is the appropriate level of participation by the City and other taxing
entities?
f. What are the risks associated with creation of the TIF?
g. What alternative economic development tools are available in lieu of the
TIF? How does the proposed Project and Financing Plan meet the needs
of the proposed projects?
h. How will the TIF impact targeted public project improvements that are not
proposed as TIF projects?
6. TIF Tax increment. Once a TIF has been established in accordance with
Chapter 311 and these guidelines, incremental real property taxes resulting from
new construction, public improvements, and redevelopment efforts, will accrue to
the various taxing entities. Participating entities may deposit all, a predetermined
portion, or none of the incremental taxes in a designated TIF fund for the purpose
of financing the planning, design, construction or acquisition of public
improvements to the TIF. The City of Fort Worth may elect to contribute less
than 100 percent of incremental real property taxes to the TIF. In no event will
the City contribute any incremental sales taxes to the TIF.
7. Use of TIF Proceeds. TIF funds may be used only to pay for those public works
and public improvements authorized by Chapter 311 of the Texas Tax Code. TIF
proceeds cannot be used to support exclusively private purposes.
8. Demonstration of Community Revitalization impact. It is the intention of the City
of Fort Worth to use TIFs for the purpose of supporting community revitalization
and redevelopment projects in targeted areas. As part of the application, a
requestor must describe:
a. How the planned investment will contribute to revitalization activities in the
zone in question and/or the surrounding area of the community; and
b. How the input of nearby neighborhood residents and businesses has been
solicited in the planning process.
9. Participation by Other Taxing Entities. Under Section 311.01 of the Texas Tax
Code, other local taxing entities retain the right to determine the amount of tax
increment that each will retain, or each may decide to retain all of the tax
increment. The City of Fort Worth will enter into written agreements with all
participating taxing entities to specify:
4
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 4
a. The conditions for payment of the tax increment into a TIF;
b. The portion of tax increment to be contributed by each entity to the TIF;
and
c. The term of the agreement.
10. Term of a Reinvestment Zone. As prescribed under Section 311.017 of the
Texas Tax Code, reinvestment zones shall terminate on the earlier of:
a. The termination date designated in the ordinance or order, as applicable,
creating the zone or an earlier, subject to Subsection (c) hereof or later
termination date designated by an ordinance or order adopted subsequent
to the ordinance or order creating the zone; or
b. The date on which all project costs, tax increment bonds and interest on
those bonds, and other obligations have been paid in full.
c. Only TIFs created to help finance a "Maior Infrastructure Proiect". as
designated by the City Council pursuant to the Citv's Relocation Incentives
Policy and Guidelines for Qualifying Businesses Affected by Public
Infrastructure Proiects (Resolution No. 3556-11-2007) may be considered
for a term extension if such extension is reauired to fully finance the Maior
Infrastructure Proiect.
11. Criteria for TIF District Creation Requests. In addition to the items outlined
above, before reviewing an application for the creation of a TIF, the City will
require that the requestors provide the following as part of their application:
a. A summary that includes a general description of the proposed TIF,
including proposed boundaries, an overview of the proposed projects, and
proposed levels of participation by each taxing entity. This summary
should not be more than one page in length.
b. A legal description (metes and bounds) and a map of the real property
proposed for TIF designation;
c. An economic impact study as prescribed in Section 311.003 of the Texas
Tax Code;
d. A minimum of four (4) years of tax value information from the appropriate
tax appraisal district for all properties in the proposed TIF;
e. A proposed Project Plan as described in Sections 311.003 and 311.011 of
the Texas Tax Code, with detailed descriptions of the projects and their
costs, including detailed pro formas, if available; and
f. A proposed Financing Plan as described in Sections 311.003 and 311.011
of the Texas Tax Code, with complete tax increment projections for the
entire term of the TIF.
All information must be provided in both paper and electronic form. A
minimum of five (5) copies must be provided.
5
Exhibit L, Tax Increment Reinvestment Zone (T1F) Policy — Page 5
12. Criteria for TIF Project Requests. In order for City Staff to recommend funding of
a particular project by the TIF once the TIF has been established, the party
desiring TIF financing must provide the following:
a. Information satisfactorily demonstrating the financial wherewithal to meet
project costs and complete the project (i.e. financial statement, complete
sources and uses budget, or Letter of Credit from an appropriate financial
institution);
b. A complete and detailed market feasibility study;
c. A complete and detailed cost benefit analysis; the direct and indirect
benefits of a development proposal shall be determined and quantified by
City Staff (e.g. employment benefits, tax base benefits, housing benefits,
and transportation benefits);
d. Demonstrated clear financial gap (e.g. the profitability and feasibility of the
project both with and without public assistance, including a detailed
delineation of the developer equity contribution into the project and the
overall proposed financial structure of the project);
e. Proposed security, collateralization, or credit enhancement; and
f. Demonstrated commitment to the quality of development, the project area,
and project completion.
Section III. Application Process and Fees
Depending on the exact nature and complexity of the proposed TIF, the estimated
timeframe to complete the process for designation is at least six (6) months. Therefore,
applications for the creation of a TIF must be submitted to the City by June 30 in order
for the TIF to be established in the same calendar year. Applications submitted to the
City after June 30 will not be considered for designation until the following calendar
year. In addition, requestors must submit at least five (5) copies of the application.
All applications for creation of a proposed TIF and applicable fee(s) should be delivered
to:
City of Fort Worth
Housing and Economic Development Department
TIF Administrator
1000 Throckmorton
Fort Worth, Texas 76102
817.392.6103
1. Application Form. Requestors desiring to designate a TIF must fully complete an
"Application for Designation of Tax Increment Reinvestment Zone", provide all
information by this Policy and submit the required application fee, as set forth in
Subsection III below.
6
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 6
2. Pre -Application Review Process. A requestor may request a meeting with
appropriate City Staff prior to submitting an application in order to address TIF
requirements and development processes. The meeting can be scheduled
through the Housing and Economic Development Department.
3. Application Fee. A non-refundable application fee of $1,500 must accompany all
applications. The application fee should be in the form of a check or a money
order and made payable to "The City of Fort Worth". The application fee is to
support administrative costs of initial review for completeness, internal
processes, and presentations.
4. Preliminary Review. City Staff will review the application within ten 10 working
days to ensure compliance with these guidelines. If City Staff determines that an
application does not meet the criteria hereunder, the requestor will be so notified,
the application fee will not be refunded, and no further action on the application
will occur. The requestor will have 14 working days to supply any information
that is lacking without having to resubmit a new application.
5. Application Review. If City Staff determines that an application meets these
Guidelines, a full financial and programmatic review of the proposed project will
occur. This review may be conducted by City Staff, an outside agency, or
consultant, and includes at a minimum an analysis of said items under Section I,
paragraphs V, VII, VIII, XI, and XII in the application or may result in a City Staff
recommendation that TIF designation is not appropriate.
6. Open Records Act. Upon submission of an application, all project information
provided to or developed by the City could become "public information", and
therefore may be subject to provisions of the Texas Open Records Act.
Section IV. Statutory Criteria for TIF Designation
In accordance with Section 311.005 of the Texas Tax Code, to be designated as a TIF,
an area must:
1. Substantially arrest or impair the sound growth of the municipality creating the
zone, retard the provision of housing accommodations, or constitute an economic
or social liability and be a menace to public health, safety, morals, or welfare in
its present condition and use because of the presence of:
a. A substantial number of substandard, slum, deteriorated, or deteriorating
structures;
b. The predominance of defective or inadequate sidewalk and street layout;
c. Faulty lot layout in relation to size, adequacy, accessibility, or usefulness;
d. Unsanitary or unsafe conditions;
e. The deterioration of site or other improvements;
7
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 7
f. Tax of special assessment delinquency exceeding the fair value of the
land;
g. Defective or unusual conditions of title;
h. Conditions that endanger life or property by fire or other causes; or
i. Structures, other than single-family residential structures, less than 10
percent of the square footage of which has been used for commercial,
industrial or residential purposes during the preceding 12 years; or
2. Be predominantly open and, because of obsolete platting, deterioration of
structures or site improvements or other factors, substantially impair or attest the
sound growth of the municipality; or
3. Be in a federally assisted new community located in the municipality or in an area
immediately adjacent to a "federally assisted new community"; or
a. Federally assisted new community is defined as an area that has received
or will receive assistance in the form of loan guarantees under Title X of
the National Housing Act, if a portion of the federally assisted area has
received grants under Section 107 (a) (I) of the Housing and Community
Development Act of 1974).
4. Be an area described in a petition requesting that the area be designated as a
reinvestment zone, if the petition is submitted to the governing body of the
municipality of the owners of property constituting at least 50 percent of the
appraised value of the property in the area according to the most recent certified
appraisal roll.
a. Only City Council is able to make a defensible finding that the area
described in the petition is unproductive, underdeveloped, or blighted, as
required by Article VIII, Section I — g (b) of the Texas Constitution.
Section V. Statutory Criteria for TIF Designation
1. Size Limitations. The City of Fort Worth is not permitted under Section 311.006
of the Texas Tax Code to create a TIF or change the boundaries of an existing
TIF if the total appraised value of taxable real property in the proposed TIF and
in existing TIF exceeds:
a. 15 percent of the total appraised value of taxable real property in the City
of Fort Worth and industrial districts created by the City of Fort Worth; or
b. 15 percent of the total appraised value of taxable real property of a county
in which the TIF is located; or
c. 15 percent of the total appraised value of taxable real property of a school
district in which the TIF is located.
8
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 8
2. Use Limitations. The City of Fort Worth is not permitted under Section 311.006
of the Texas Tax Code to create a TIF or change the boundaries of an existing
TIF if more than 10 percent of the property in the proposed or modified zone
(excluding publicly -owned property) is used for residential purposes. A
property is considered to be used for residential purposes if it contains less
than five (5) living units. This particular restriction does not apply to TIFs
established pursuant to a petition received in accordance with Section 311.005
(a) (5) of the Texas Tax Code.
Any questions regarding this Policy should be directed to the City of Fort Worth Housing
and Economic Development Department, 1000 Throckmorton, Fort Worth, Texas
76102, or by phone, 817.392.6103.
9
Exhibit L, Tax Increment Reinvestment Zone (TIF) Policy — Page 9
Exhibit M
RESOLUTION NO. 5705-02-2023
A Resolution
N O. 5705-02-2023
AUTHORIZING CERTAIN WAIVERS TO THE C'ITY'S POLICIES FOR CAPITAL.
PUBLIC IMPROVEMENT DISTRICTS AND TAX INCREMENT REINVESTMENT
ZONES TO FACILITATE THE C'RF.ATION OF A FUTURE CAPI'PAl_ PL:131,1C
iMPROVEMEN`I' DISTRICT ANiD 'FAX INCREMENT REINVESTMENT ZONE
AT VEA1.E KANC'FI
WHEREAS, on March 21, 2017. the Fort Worth City Council ("City Council") adopted a
policy establishing the criteria that must he met in order for the City to consider creating a capital
public improvement district ("C-P1I) Policy") (M&C G-18973);
WHEREAS, on December 8. 2009. the City Council adopted Resolution 332a-12-2009,
establishing the Policy Guidelines and Procedures for Tax Increment Rcinvcstmcnc Zones {'I'1R7
Policy"):
WHEREAS. the City Council authorized the execution of a development agritemeni with
PMI3 Vcalc Land Investors 1. LP, and other entities (collectively "Developer"), with such City
Council actions anticipating the creation of a capital public improvement district ("C-PID" ), with
certain policy waivers. and an overlapping tax increment reinvestment zone (" rIR7.") for thc
development of 5,200 acres consisting; of parcels known as Veale Ranch, RackbroolVfeant Ranch.
Rolling V South and Vent#ina South (collectively "Veale Ranch" and depicted in T'.xhihit A)
(M&Cs 22-1027 and 23-0136);
WHEREAS. the proposed development agreement provides that Yeah: Ranch will be
constructed and annexed in phases (each an "improvement Arca") over a period of up to 50 years
and that ('-PIT) assessments, TIR7 collections, and bond issuances will occur after annexation for
25 to 30-year periods for each Improvement Area in order to reimburse the Developer for
authorized public improvements. excluding residential streets and residential water and sewer
lines:
W}IERE.AS, in order to provide an extraordinary benefit the Developer has designated
significant ]rand area within Voile Ranch for indusirial and mixed we to support economic
development as depicted in Exhibit A;
WHEREAS, the City and Developer are currently negotiating the iemts or the proposed
development agreement and intend on executing it prior to the date that Developer will submit
petitions fur the establishtnerit of the Seale Ranch c-F'!U and 77R7:
WHEREAS, the City Council would normally consider waivers to the C-P11) Policy and
TIR% Policy at the time of creation or the respective C-PiD orTIRL;
WHEREAS, due to the enormity of the Vealc Ranch development, thc 50-year
development timeframe, and the potential financial complexities associated with funding the
public improvements asst>i iated therewith, the Developer desires an additional level of certainty
as to C-P(D Policy and TiRZ Policy waivers prior to execution of the proposed development
agreement: and
Exhibit M, Resolution No. 5705-02-2023 — Page 1
WHEREAS, the City Council wishes to express support four the Veale Ranch C-P11) and
TiRZ by authorizing thc recommended f -P1I) Policy and l'1R7, Policy waivers. which will be
incorporated into arc previously authorized development agreement and become a pun of any
haute Veale Ranch ('-PID or TIRZ.
NOW, THF.REFORE, BE iT RESOLVED HY THE CITY COUNCIL OE THE CITY
OF FORT WOkrll. TEXAS THAT:
I. The City Council hereby, waives thc following provisions of the C-PID Policy with
respect to the creation and operation ofa C-PID at Veale Ranch and only to the extent
indicated below:
• Requirement that all land to be encompassed within a ('-P1D be subject to common
ownership or under common cannot.
• Requirement that a ('-PID only fund "Major infrastructure" as that term is defined
in the C-PID Policy, provided. however, the C-P1D only fund authorized public
improvements that do not include residential streets and residential water arid sewer
lines.
• Requirement that all land within the C-P11) be fully annexed into the City at the
time of the creation of the C-PI I).
• Limitation of C-i'Il) assessments to no more than 20 years, provided, however, that
assessments on an Improvement ,Area or parcel may not exceed thirty (30) years,
• Limitation on the term of ('-!'ID bonds to a period of no inure than 20 years,
provided, however, that the term t-or any such bonds may not exceed thirty (301
years.
• !.imitation on estimated appraised value to lien ratio to allow a tower ratio than thc
C-P11) Policy's required 3:1 in circumstances where the City deems it to be
appropriate following consultation with its bond underwriters, finan.;ial advisors,
bond attorneys. and ('-P(ll administrator and so long as the redateed ratio does not
compromise the marketability of the bond, with the expectation that the 3: 1 ratio
will generally be maintained.
• Provision limiting the funding of capitalized interest from C-PID bond proceeds to
a period of no more than one year, provided, however, that capitalized interest for
any series of C-P1D hond may not waxed two years.
• Provision limiting reimbursement in a C-PiD to a single issuance or tranche of debt.
• Requirement that a developer seeking to establish a C-PiD donate at least I C0% of
the land within the C-fill to the appropriate independent school district (" ISD" ),
provided. however, that this Developer will work in good faith with the JSDs
regarding the dedication of certain public -.school sites within Vealc Ranch and
further provided that the Developer will still be required to donate between 0% and
10% of property to the ISDs.
• Limitation that provides no more than 8031:. of 1hr total costs of thc authorized
public improvements may he included in any debt issuance.
Y c2u.5
Exhibit M, Resolution No. 5705-02-2023 — Page 2
• ft:equiretnent that at least filly percent (50'lC)) of the direct transactional costs for a
Ioond iseuance he paid by the i)cveloper.
• Requirement that two percent (2%) of the externally generated C-PI:) revenue for
a year be paid to the City, prnaided, however. that the administrative assessment
for the C-PII) Imprnvcmcnt Areas will be structured to fully compensate the City
for all of its expenses. including, but not limited too, out-of-puct,et and overhead
Moses,
• Requirement that all publicly owned lands in the C-PH) be identified at the time a
filing the C-PI() Petition with the proviso that the publicly -owned hind will be
identified in the applicable service and assessment plan update and at the time Of
assessment for each Improvement Area.
• Requirement that a budget contemplating how all funds will be managed he
submitted at the time of filing the (:-1'11) petition.
• Requirement that the sale of all C-PIl) bonds coincide with the City's annual debt
financing plan.
• Limitation providing that the pn etiwds oft'-1'It) bonds be used solely to reimburse
a party for the costs of previously constructed atithoriied improvements, so that the
City may, at its sole discretion. issue C-PID Bonds tc up -front fund the construction
of the authoriicd public improvements related to major, regionally significant
infrastructure.
2. The City Council hereby waives the following provisions of the Tlk/ Policy with
respect to the creation and operation of a'TIRZ at Veale Ranch and only 141 the extent
indicated below:
• Requirement that the term of a TIRZ may not exceed 21 years:; provided. however,
that no more than thirty (301 annual payments of TIRT. revenues will be deposited
in the TIRZ fund for any individual parcel in the 'i IR/..
• Requirement that a T1RZ application contain an economic impact study pursuant
to Section 311,003 of the 'Texas fax Code. which requirement has since been
repealed by the Texas Legislature (Acts 2011. Ill"d Leg., R,S,. Ch. 1032, Sc,c21.
Rti. June 17, 201 1).
• Requirement that the TER% application describe; how the input of nearby
neighborhood residents and businesses has been solicited in the planning process_
• Requirement that the developer subtnit a complete and detailed market feasibility
study as a precondition to a funding recorrtrnendation trout City stall',
• Requirement that the developer submit a complete and detailed cost benefit analysis
of the direct and indirect benefits of a devefopmcnt proposal as a precondition to a
funding recommendation from City staff.
• Requirement that the developer provide security cotlateratiration or ere'Jit
enhancement as a precondition to a funding recommendation from City staff.
3. The C-Pir) Policy and 1 IR/. Policy waivers set Barth above arc applicable only thrtitc
future C-Plr) and TIRL at Veale Ranch and will not be construed as a general waiver
for any other existing or future C-Ptl) es-TIRZ, as applicable.
P;e3ar5
Exhibit M, Resolution No. 5705-02-2023 — Page 3
4. The adoption of this Resolution does not obligate the City Council to create a. C-PID
or TIRZ at Veale Ranch; such decisions will remain in the sac legislative discretion of
the City Council if, and+or when, an applicable petition is submitted for consideration.
Adopted this 2S 5 day of February, 2021.
ATTEST:
cr
a A °o-0� p
°
mg
Janncttc S. Goodall; City Secretary 0¢ °O
141a�reX0 $moo
Exhibit M, Resolution No. 5705-02-2023 — Page 4
EXHIBIT A
Pep
Exhibit M, Resolution No. 5705-02-2023 — Page 5