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HomeMy WebLinkAboutContract 28585 CITY SECRETARY CONTRACT No. 05-06-03A09:21 RCV ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE CITY OF FORT WORTH AND WALSH RANCHES LIMITED PARTNERSHIP, THE WALSH CHILDREN'S TRUSTS, THE WALSH GRANDCHILDREN'S TRUSTS, AND F.HOWARD WALSH, JR., FOR WALSH RANCH the 6s Economic Development Agreement for Walsh Ranch(the"Agreement")is made as of �bday of e_ ;2003,by the CITY OF FORT WORTH,TEXAS ("City") and WALSH RANCHES LIM#6 PARTNERSHIP,a Texas limited partnership("WRLP"),THE WALSH CHILDREN'S TRUSTS (as defined on Schedule 1 attached hereto)(the"C-Trusts THE WALSH GRANDCHILDREN'S TRUSTS(as defined on Schedule 1B attached hereto)(the "Q-Trusts"),and F.HOWARD WALSH,JR.("FHWJr.")(WRLP,the C-Trusts,the G-Trusts,and FHWJr:, being collectively referred to herein as "Owner"). The parties agree that the following recitals are true and correct and form the basis upon which the parties have entered into this Agreement. WHEREAS, Owner owns certain parcels of land situated in Parker and Tarrant Counties, Texas,and consisting of approximately 7,207 acres of land-in City's extraterritorial jurisdiction,such property being more particularly described or shown in Exhibit "A" attached and incorporated by reference; WHREAS,the 7,207 acres of land described in Exhibit"A",less approximately 379 acres located west of Minor 2 at the northeast corner of FM 1187 and I-20 described or shown in Exhibit "B" (the"Westside Property"), are hereinafter referred to as the"Prop WHEREAS,Owner desires to develop the Property and the Westside Property with a variety of uses including single-family,multi-family,,office,retail,industrial,governmental,open-space and other uses into a quality master-planned,mixed-use community(the "Proj ect"); WHEREAS, Owner desires that the Project be developed in general conformance with the "Concept Plan"(herein so called and referred to herein as*same even as amended)attached hereto as Exhibit"C", as sane may be amended from time to time.; WHEREAS; City and .Owner anticipate that the Property will be annexed for limited purposes and zoned on or before November 1, 2003; WHEREAS, City and Owner anticipate that the Westside Properly will limited purposes and zoned when water and wastewater service is available t Property; U� EMERY •FT. 'NOR N EX. WHEREAS,City and Owner anticipate that the Property will be annexed for full purposes in phases, in conjunction with the submittal of preliminary subdivision plats for portions of the Property, in accordance with the terms of this Agreement; W31EREAS,because of certain attributes of the Project,Cityhas a substantial interest in the development of the Project; WHEREAS,development of the Project,pursuant to the terms of this Agreement,will create a valuable addition to City,will enhance.City's tax base,is in the best interest of the public,and will otherwise benefit City; WHEREAS,it is in the best interests of City that the Property,the Westside Property and the future residents of the Project be served by water and wastewater facilities provided by City; WHEREAS,Owner and City desire that the Property and the Westside Property be served by City's water and wastewater facilities; WHEREAS, Owner has agreed that any development of the Property and the Westside Property will be in accordance with this Agreement and the applicable development requirements of City, and City and Owner have determined that it is in the best interests of City and Owner for the Property and the Westside Property to be developed in accordance with such development requirements; WHEREAS, Owner desires to continue to pursue approvals for the development of the Project and to construct the Project in reliance upon the terms of this Agreement; WHEREAS, City and Owner acknowledge that the Project,will be developed over a forty (40),to fifty (50) year period and agree that a stable regulatory environment is desirable for the development of the Project; WHEREAS,City and Owner agree that this Agreement is further authorized by Texas Local Government Code Chapter 245 and that for purposes of this Agreement the Concept Plan constitutes the first permit in a.series of platting permits and approvals required for the development of the Project; and it is the intent of the'parties that such permit shall result in the imposition of uniform and consistent requirements as the basis for the consideration of all subsequent permits required for the Project, in accordance with Local Government Code, Chapter 245, except as specifically provided in this Agreement; WHEREAS, in,addition,the City Council of the City of Fort Worth has adopted as one of City'.s Strategic-Goals the promotion of orderly growth in developing areas such as the Project and, in furtherance of such goal, City has created'an Office of Economic Development to oversee economic development programs authorized by Texas law and approved by the City Council, including those authorized by Chapter 380("Chapter 380")of the Texas Local Government Code,to promote state and local economic development and to stimulate business and commercial activity in the City r,, r n ND CITY R r1111.;1 RHO UK. 2 WHEREAS,in the event Owner and City determine that any of the economic benefits that may be conferred on Owner pursuant to this Agreement arise under Chapter 380,the parties agree to cooperate to execute documents required by Chapter 380; WkEREAS, this Agreement was approved on.April 29, 2003, by the Fort Worth City Council (Mayor and Council Communication C-19566); WHEREAS,City and Owner have determined that the development of the Property and the Westside Property will best be.accomplished through this Agreement; WHEREAS, City and Owner agree that City's development requirements and the terms of this Economic Development Agreement substantially advance a legitimate interest of City; WHEREAS,in its approval of this Agreement,the City Council has found and determined that the potential economic benefits that will accrue to City under the terms and conditions of this Agreement are consistent with City's established economic development objectives; NOW THEREFORE; in exchange for the mutual covenants, conditions and promises contained herein,City and Owner agree as follows: 1. THE PROJECT. Owner is planning and developing a master-planned mixed-use community on the Property and the Westside Property,and in conjunction therewith is proposing to subdivide and obtain various land use approvals for the Property and the Westside Property. (a) Concept Plan. On January 23,2002 City's Plan Commission approved a Concept Plan for the Project which is attached as Exhibit"C" (the"Concept Plan"). Owner agrees that_all future applications for subdivisions of the Property and the Westside Property shall be substantially consistent with the Concept Plan except to the extent otherwise authorized by City or the Plan Commission. (b) Comprehensive Plan. City acknowledges and agrees that the Concept Plan for the Property and the Westside Property(as adopted on January 23,2002)is consistent with the land use maps set forth in Appendix C to the Fort Worth 2003 Comprehensive Plan. The parties anticipate . that on or before July 15,2003,Owner will submit an application to zone the Property in substantial conformance with the land uses reflected in the Concept Plan,and the City Council will consider the application on-or before November 1,2003; unless the parties agree to extend the deadlines. City agrees that neither the land use map for the Property and the Westside Property.in Appendix C to the 2003 Comprehensive Plan nor any other provision of the 2003 Comprehensive Plan relating specifically to the Property or the Westside Property will be amended before November 1, 2003, without Owner's approval. City fin-ther agrees that no amendment to the land use maps and/or other provisions relating to land use in the 2003 Comprehensive Plan or any subsequent comprehensive plan (collectively, the "Comprehensive Plan") that are approved after November 1, 2003, will prevent development of the Property or the Westside Property in accordance with the zoning designations approved by the City Council. City acknowledges that Owner may initiate amendments to the Comprehensive Plan so as to render the Comprehensive Plan consistent i e designations for the Property or the Westside Property, as originally approved r' {se ?' 3 amended by the City Council. If Owner elects to submit an amended zoning request for the Property or the Westside Property or any portion thereof,City will consider the amended zoning request and the Comprehensive Plan amendments concurrently. The parties anticipate that City and its staff and governing bodies will support each application by Owner for an amendment to the Comprehensive Plan so long as such application is generally consistent with the zoning designation then in effect. (e) Master Thoroughfare Plan. City acknowledges and agrees that the Concept Plan (as adopted on January 23,2002)is generally in conformance with the 2002 Master Thoroughfare Plan (the "MTP"). It is anticipated that on or before August 1, 2003, City staff will initiate amendments to the MTP to render it consistent with the Concept Plan in all respects. All application fees relating to such MTP amendments are .waived. The parties acknowledge that amendments to the MTP will be subject to Plan Commission and City Council review and approval. If the City Council fails to approve such MTP amendments on or before November 1,2003,Owner shall have the right to terminate this Agreement. (d) Applicable Regulations. Owner and City agree that the Property will be developed in phases over a forty(40)to fifty(50)year period and will involve numerous subdivisions requiring the platting and full purpose annexation of the Property in accordance with this Agreement. City acknowledges that the feasibility of the Project is dependent on approval by City of the land uses proposed by Owner in the Concept Plan and on a predictable and stable regulatory environment in the design of subdivisions and the design and construction of public improvements. In that regard, City and Owner agree as follows: (i) Owner shall file an application for limited purpose annexation of the Property on or before July 15,2003,unless extended by written agreement by City staff and Owner, and, in connection therewith, shall seek approval by City of zoning regulations for the.Property, including permitted land uses and development regulations, in substantial conformance with the Concept Plan. (ii) Except as otherwise stated in this Agreement, the version of City's Subdivision Regulations and Community Facilities Policy in effect on January 23, 2002 (the "Regulation Date") (except for design standards for streets and roadways)together with the absence of limitations on impervious cover and the absence of development fees (or similar payment obligations related to development of the Project) and the design standards for streets and roadways approved by the City Council on February 13, 2002, by Mayor and Council Communication G-13532 shall be applicable to development of all portions of the Property for which a preliminary plat is submitted on or before December 31,2016 and a final plat is subsequently approved and filed in the county records. (iii) "Development Regulations" means the version of City's Subdivision Regulations, Community Facilities Policy,impervious cover limitations,absence of develop* and design standards for streets and roadways applicable to the Property or the Westside Property on the applicable Regulation Date,pursuant to subsections(ii)and (1V). 0FIFI IAA k E fi n pl 1 CNN V Y FT.-t��' RNO TEK. 4 (iv) Commencing January 1,2017,the Development Regulations in effect on January 1 of the years set out below(the"Regulation Dates")shall apply to the development of all portions of the Property or the Westside Property for which a preliminary plat is submitted during the subsequent five-year period, provided that a final plat is approved and filed in the county records, as follows: Regulation Date Submission period for preliminary plats January 1, 2017 January 1, 2017 through December 31, 2021 January 1, 2022 January 1, 2022 through December 31, 2026 January 1, 2627 January 1, 2027 through December 31, 2031 January 1, 2032 January 1, 2032 through December 31, 2036 January 1, 2037 January 1, 2037 through December 31, 2041 January 1, 2042 January 1, 2042 through December.31, 2046 January 1, 2047 January 1, 2047 through December 31, 2051 January 1, 2052 January 1, 2052 through April 29, 2053 (v) Owner may hereafter prepare and submit to City for approval certain other development. intended specifically for the Project to be known as the "Walsh Ranch Development Standards"(the"Walsh Ranch Standards"); City shall not unreasonably withhold approval of the Walsh Ranch Standards so long as (i) same are not inconsistent with the Concept Plan,and(ii)same provide the equivalent or better assurances of development quality and aesthetics as are created by the Development Regulations then applicable pursuant to subsections(ii)or(iv)above.. If the then-current Walsh Ranch Standards do not provide the equivalent or better assurances of development quality and aesthetics as are created by the version of the Development Regulations applicable under subsections(ii)or(iv),the Development Regulations will control to­the extent*of such inconsistency. The Walsh Ranch Standards (or; if applicable, the Development Regulations) may be amended from time to time in the same manner(and subject to the same requirements). (vi) Notwithstanding anything herein to the contrary,.City may (i) charge fees for development permits according to the fee schedule in effect on the date of submittal of each permit application, and (ii) continue to enforce and apply (if applicable throughout the City of Fort Worth)all building codes and environmental regulations. (vii) City acknowledges and agrees that the Development Regulations will not apply to ranching, farming, and drilling and production of natural gas on the Property or the Westside Property until such property is annexed for full pure see' (sue Subdivision Regulations and other regulations that are enforcea 1 � extraterritorial jurisdiction,which will apply. ���ti' `� G , 5 (viii) Notwithstanding anything in this Agreement to the contrary,if City adopts or amends. a City rule, regulation or ordinance relating to development (including City's financial participation commitments or construction obligations for public infrastructure)that Owner considers more favorable to development of the Project, Owner may elect to comply with and benefit from the amended rule,regulation or ordinance. (ix) If Owner is entitled to greater protection with regard to the applicability of development regulations under Chapter 245 of the Local Government Code or any other provision of state law than is afforded by this Agreement, Owner may claim the benefits under state law in lieu of the provisions outlined above. (x) Notwithstanding anything in this Agreement to the contrary, in the event City is required by state or federal law or regulation to adopt one or more ordinances that apply to the development of the Property or the Westside Property including,but not limited to, ordinances implementing storm water discharge regulations, such ordinance shall become applicable to the development of the Property upon the effective date of the ordinance unless the ordinance specifies to the contrary, provided, however: (i) Such ordinance must be one generally and uniformly applicable to all development within the City, unless otherwise required by state or federal law; and (ii) Such ordinance must provide that property located within the City and its extraterritorial jurisdiction which upon the effective date of the ordinance is being developed pursuant to one or more approved preliminary or final plats or other permits approved by.City shall be exempt from application of the ordinance, to the extent allowable under state or federal law or regulation; provided that (iii) Such ordinance shall exempt the Property, or portion thereof, or portion of such ordinance,which is permitted to be exempted under such state or federal law or regulation by virtue of this Agreement or the commencement of development of the Property. (e) Additional Approvals. Owner shall obtain approvals as required by the Development Regulations and this Agreement prior to its development of any of the Property or the Westside Property. The parties anticipate that City and its staff and governing bodies will support and accept all such subsequent applications for development approvals or permits by Owner,, including but not limited to applications for annexation,preliminary plat and final plat approval,so long as such applications comply with the Development Regulations and substantially conform with the Concept Plan and the zoning enacted pursuant to paragraph 2(b)below. Owner agrees to pay the applicable processinOreview fees for such future development approvals that are in effect city-wide on the date such subsequent applications are filed. n N„ 'v IKE,li;�� H URD i-4,1000M, VEX 6 (f) Procedure for Development of the Property. Except as set forth below,prior to commencing construction of any structure on the Property,Owner shall comply with the following procedure: (i)submit a preliminary subdivision plat and request for fall purpose annexation for the property,pursuant to paragraph 2(e);(ii)obtain approval of the preliminary plat and the full purpose annexation ordinance; (iii) obtain approval of and file final plat in the county records; and (iv) obtain all required construction permits. Owner may commence construction of one or. more temporary construction yards and construction staging areas without complying with the annexation and platting requirements (i) through (iii) set out above. Construction of public infrastructure is, subject to compliance with the City's Community Facilities Policy applicable in accordance with paragraph 1(d). The provisions of this paragraph also apply to portions of the'Westside Property that are developed after water and wastewater service is available to such property, in accordance with paragraph 2(g). Notwithstanding anything herein to the contrary, Owner may construct structures utilized in farming and ranching or for drilling or production of natural gas without complying with the terms of this paragraph. Further,Owner may construct a maximum of ten(10)model homes and two sales offices without complying with the terms of this paragraph,provided that such structures shall be built to City standards and shall comply with NFPA Standard 1231 (1993)relating to water supplies for suburban and rural firefighting. (g) Moratoriums. Except to the extent required by a court order, City agrees not to impose any development or other moratorium binding upon the Property or the Westside Property that would prohibit the Owner from making applications to City, or prohibit City from approving such applications,related to the development of the Property or the Westside Property for the uses generally described in the Concept Plan. In the event City is served with a court order requiring a moratorium which affects Owner's ability to make or receive applications required for.the development of the Property or the Westside Property, City agrees to notify Owner as soon as reasonably possible after service of such order on City so that Owner maybe permitted to assert and protect Owner's interest in the matter. 2. ANNEXATION AND ZONING (a) Intent. City acknowledges and agrees that many of the common and mutual objectives herein set forth would be best served if the Property were annexed for limited purposes as contemplated in Subchapter F of Chapter 43 of the Texas Local Government_Code (the "Code"). Owner, likewise,has determined that a"limited purpose annexation"would best serve the Project and facilitate development as contemplated by this Agreement. City acknowledges and agrees that Owner's desire to create a planned community with a mix of compatible land uses as set forth in the Concept Plan is in City's best interest and that the land uses set forth or contemplated in the Concept Plan are generally acceptable. Nonetheless,Owner acknowledges that the adoption of the Specified. Ordinance defined in paragraph 2(b)will,if it occurs, constitute the formal vesting of the intended zoning rights. (b) Application. With the assistance of City,Owner agrees to submit an application(the "LPA Application")for annexation of the Property for the limited purpose of allowing City to apply its planning, health, safety and zoning ordinances, as contemplated below, on or before July 15, 2003,unless extended by written agreement by City staff and Owner. Concurrentl , r. $ r, T18,�. �J�'� the LPA Application,Owner shall submit an application to zone the Property purs an ft� VEX. and unique zoning ordinance(the"Specified Ordinance")in substantial conformance with the land uses reflected in the Concept Plan. Owner and City acknowledge that any attempt by City to agree by contract to any particular zoning regulations is void as a matter of law. However, City acknowledges that Owner desires the Property to be annexed for limited purposes only for. development of the Property in substantial conformance with the Concept Plan. City agrees to consider the LPA Application simultaneously with the zoning application and to allow Owner to withdraw the LPA Application in the event City fails to approve the zoning application. Owner acknowledges that final approval of the actual Specified Ordinance cannot occur unless and until the LPA Application and the Specified Ordinance are each approved by the City Council. City acknowledges and agrees that the LPA Application and the Specified Ordinance will both be approved as submitted or both disapproved and that no partial approvals, amendments, or modifications thereto will be approved by the City Council,unless accepted by Owner. If Owner and City are unable to agree on zoning designations for the Property satisfactory to Owner, Owner may withdraw the LPA Application. City agrees to process such LPA Application(with Specified Ordinance)for approval at the earliest possibility. In the event the City Council fails to approve the LPA Application and Specified Ordinance as submitted by Owner on or before November 1,2003, Owner shall have the right to terminate this Agreement; provided, however, if the deadline for submittal of the LPA Application and the application to zone the Property is extended, the November 1, 2003, deadline for City Council approval shall be extended by the same period. (c) Reports/Studies/Hearings. City shall immediately commence the preparation of all reports, studies and other work necessary for the processing, review and/or approval of the LPA Application as contemplated by Section 43.123 of the Code. In addition, City'shall promptly schedule and conduct all public hearings contemplated by Section 43.124 of the Code. (d) Full Purpose Annexation Extension. Notwithstanding the three-year limitation set forth in Section 43.123(d)(2)of the Code,City and Owner hereby each waive such requirement and "agree that the date for fall purpose annexation of the Property shall be postponed pursuant to Section 43.127(x)of the Code until the sooner to occur of(i)annexation of one or more 1,000-foot strips(or such other width as required by law)to connect portions of the Property,the Westside Property,or property not subject to this Agreement,including property ownedbyparties other than Owner,to the City limits in order to facilitate annexation of such land; (ii)the dates provided under paragraph(e) below(if such dates are more than three years after the limited purpose annexation);(iii)annexation, at City's option,of any.one or more unincorporated enclaves of 400 acres or less surrounded on all sides by portions of the Property and/or the Westside Property that have been created as the result of annexations requested by Owner; or (iv) twenty-three (23) years from the date hereof, unless extended in writing by mutual agreement(the"New Full Purpose Annexation Deadline"). (e) Full Purpose Annexation of Land. City and Owner agree that each application for preliminary plat approval for the Property will be accompanied Eby a concurrent petition for voluntary full purpose annexation within the corporate limits of City with respect to the land subject to the preliminary plat application and,if applicable,other land. The City Plan Commission or staff, as applicable,will consider the application for preliminary plat approval and the City Council will " consider the petition for full purpose annexation in accordance with deadlines established by state law. City acknowledges that this Agreement constitutes a written agreement to p PAQ,t t 01 k 8 for full purpose annexation pursuant to Section 43.127(a) of the Code, and that full purpose annexation will occur only in accordance with paragraph 2(d) above. (f) Waiver of Capital Improvements Planning. Insofar as fall purpose annexation will proceed as the Property is developed, the parties recognize that annexation of portions of the Property for full purposes is likely to occur less than three years after limited purpose annexation and that annexation of the remainder of the Property could occur over a period of up to fifty(50)years. The parties recognize that capital improvements planning under Section 43.127(b) of the Code for the entire Property within three years after the area is annexed for limited purposes is premature.The parties further recognize that it is likely that Owner will not give City three years notice of each request for full purpose annexation. Accordingly,Owner waives City's performance under Section 43.127(b)and the parties agree to cooperate in identifying future capital improvements projects for the Property, including projects intended to serve the Property in City's adopted capital improvements program,and identifying potential sources of funding for capital improvements as the Property is annexed for full purposes and developed. (g) Annexation and Zoning of the Westside Property. All development of the Westside Property shall be in substantial conformance with the land uses reflected in the Concept Plan and shall be constructed in accordance with City standards. Owner shall file a petition for limited-purpose annexation and an application to zone the Westside Property within 90 days after City completes construction of the Phase IVA Water Facilities and City wastewater, service is available to serve the Westside Property. All subsequent development of the Westside Property shall be subject to the procedure set out in paragraph 1(f). Owner shall submit a request for full purpose annexation of portions of the Westside Property that have been developed before the Phase IVA Water Facilities are completed and City wastewater service is available,within 90 days after water and sewer lines are installed within 200 feet of such property. (h) Full Purpose Annexation Planning. In order to assist City in planning for provision of municipal services, Owner and City shall meet periodically,but no less than quarterly,to discuss Owner's plans for full purpose annexation. Owner shall provide City with periodic reports identifying areas for which Owner plans to seek full purpose annexation,which shall be submitted annually or more frequently,at Owner's election;provided,however,failure to submit such reports shall not affect the validity of any annexation request. 3. WATER AND SANITARY SEWER FACILITIES (a) General Commitment of Utility Capacity. City and Owner agree and acknowledge that the proposed development of the Proj ect will require system utility improvements to be made by City in order for water and wastewater utilities to be available to the Property and the Westside Property. (b) Utility Capacity Needs. City shall provide the water and wastewater utilities in accordance with the requirements and timelines set forth in this Agreement in such capacities as may be reasonably necessary to provide the same level of service to the residents and other users in the area proposed to be served thereby as is provided in other areas of City. V, ,` ,�ECoul 0Ho EX. 9 (c) System Improvements Schedule. Owner and City recognize that the timetable for utility improvements necessary for services to the Project is based on utility systems demand assumptions related to the Project and City will provide utility services and capacities based on actual development of the Project and projected growth,as reported to City by Owner during the development process. Owner recognizes that in order for City to provide utility services other than those specified in paragraph 3(g) below, City and Owner must meet periodically, no less than quarterly, to review development schedules, closing schedules and sales projections within the Project and to schedule utility system improvements to meet anticipated demand and capacity. (d) Water and Wastewater Master Plan. Owner shall provide a Water/Wastewater master plan for the Property and the Westside Property on or before January 1, 2004. (e) Temporary Onsite Facilities. Owner may install water wells and temporary wastewater collection/disposal facilities on the Property and the Westside Property at Owner's sole expense in accordance with this paragraph,in order to facilitate development of the Property and the Westside Property in accordance with this Agreement prior to the availability of City services and to supplement such services thereafter. Such wells and temporary wastewater collection/disposal facilities shall be designed and constructed as Owner deems appropriate,provided they complywith all requirements of state and federal laws and regulations. All structures constructed on the Property and the Westside Property shall be connected to City sewer and water systems(by and at the expense of parties other than City)within 90 days after the water and sewer mains and taps are installed and these systems are connected to City's system. All temporary wastewater collection/disposal facilities for a structure shall cease operation within 90 days after City's system is available to such structure and operational and such temporary facilities shall be removed from the Property or the Westside Property, as applicable, within 30 days thereafter; services for uses such as construction, drilling, irrigation and other purposes for which potable water is not required may continue. Upon connection of a structure to the City water system,the property owner may continue to use on-site wells for irrigation and other outdoor purposes but shall disconnect the well from plumbing in accordance with City codes. (t) Permanent Onsite Facilities. Except as otherwise set forth in this Agreement, Owner will install and construct with normal participation by City all onsite water and wastewater mains/facilities necessary to serve the proposed development of the Property and the Westside Property in accordance with City standards. Owner will submit a water and wastewater study to City's Water Department for each phase of the development as a condition of approval of the preliminary plat. (g) General City Obligations. City agrees to design and construct,at City's expense,the water and sanitary sewer mains to serve the water volume needs of the Proj ect in conformance with the time schedules set forth herein. Such design and construction shall include, at City's expense,. lift stations,.pump stations, force mains, sanitary sewer mains,water mains,water booster pumps, elevated water storage facilities, and other lines and facilities described in paragraphs 3(h) and 30) and shown in Exhibit"b" entitled"Walsh Ranch Sanitary.Sewer Exhibit(the"City Sewer Plan"), and Exhibit "E " entitled "Walsh Ranch Water Exhibit" (the "City Water Plan"), attached and incorporated herein. RIM, VOL 10 (h) Specific City Water Obligations. City shall design,construct and operate at its sole cost and expense,the following WATER FACILITIES adequate to serve the Property and the Westside Property, as well as anticipated customers west of the Property (as further shown and described on the City Water Plan), in accordance with the schedule corresponding thereto: FACILITY SCHEDULE 1. "Phase I Water Facilities" Design and easement acquisition (water line from Westland Ground to be complete on or before Storage Tank to Westside IV eighteen(18)months after the Elevated Tank Site; includes date hereof. Westside IV Elevated Storage and Pump Station) Construction to be complete prior to the earlier to occur of(i)third (3rd) anniversary of the date hereof,or_(ii) eighteen(18) months after completion of the design and easement acquisition phase described above. 2. "Phase H Water Facilities" Design, easement acquisition, and (water line from FM 2871 to construction must be completed Westside III Reservoir Site and on such schedule as may be Westside IV Booster Pump Station; necessary to meet any capacity includes Westside III Ground needs which cannot be met by Storage Tank and Westside IV City-constructed Phase I Water Pump Station). Facilities and Owner-constructed Phase III Water Facilities. (City shall not be obligated to commence design until Owner - has commenced design of Phase I[I.Water Facilities.) 3. "Phase IVA Water Facilities" Design, easement acquisition and .(Westside V Booster Pump Station construction shall be completed at end of Phase I Line, and Westside on the same schedule as applies V Elevated Storage) to Owner's schedule for Phase NB Water Facilities below. _ it (i) Specific Owner Water Obligations. Subject to contribution by City man amount not less than the amounts set forth in City's normal participation policies,Owner shall construct(and City shall operate and maintain) the following WATER FACILITIES (as farther shown and described on the City Water Plan),and City shall complete easement acquisition,in accordance with the schedule corresponding thereto: FACILITY SCBEDULE 1. "Phase III Water Facilities" Design, easement acquisition and (water line connecting Phase I water construction shall be according to line at I.M 30 and Walsh Ranch. Owner's development schedule. Parkway southeasterly to serve the property north and south of Overlook interchange) 2. "Phase NB Water.Facilities" Design, easement acquisition and (water line connecting Westside V construction shall be according to Pump Station to Westside V Owner's development schedule. Elevated Storage Tank) Water service shall be provided in accordance with the same policies and ordinances in effect for all City water customers. Potable water shall comply with all federal, state and local requirement for potable water. Water service rates shall be the same as those rates applicable to other similarly classified City water customers. (j) Specific City Sewer Obligations. In addition,City shall construct and operate,at its sole cost and expense (except for the Phase III Sewer Facilities) the following SEWER FACILITIES adequate to serve the Property and the Westside Property (as further shown and described on the City Sewer Plan) in accordance with the schedule corresponding thereto: 'v IW'l C 00 D 12 FACILITY SCHEDULE 1. "Phase IA IB IC and ID Sewer Design and easement acquisition to Facilities" (as shown and identified be complete on or before eighteen on the City Sewer Plan; Phase IC. (18)months after the date hereof. line shall be limited to 10,000 linear feet) Construction to be complete on or before the earlier to occur of(i) third(37d) anniversary of the date hereof or(ii) eighteen(18)months after completion of the design and easement acquisition phase described above. 2. Phase II Sewer Facilities Design and easement.acquisition to (as shown and identified on the City be complete on or before eighteen Sewer Plan) (18)months after the date hereof. Construction to be complete on or before eight(8)months after - Owner's application for preliminary plat or annexation for the area(or portion thereof) to be served by such facilities,but completion shall not be required earlier than twelve (12)months after completion of design and easement acquisition (which shall be complete on or before eighteen(18)months after the date hereof). 3. Phase III Sewer Facilities Design and easement acquisition to (as shown and identified on the City be complete on or before eighteen Sewer Plan) (18)months after the date hereof. Construction shall be the responsibility of Owner or others and shall be subject to the"per acre"policy of the City. Q N0RD 13 4. Phase NA Sewer Facilities Design and easement acquisition to (from existing 21' sewer in Lost be complete on or before eighteen Creek westward to the Project as (18)months from the date of this shown on the City Sewer Plan) . Agreement. Construction to be.complete on or before twelve(12)months after submittal of a preliminary plat of any area to be served by such facilities,but completion shall not be required earlier than twelve (12) months after completion of design and easement acquisition(which shall be complete on or before eighteen (18)months after the date hereof). 5. Phase NB Sewer Facilities Design and easement acquisition for (includes two gravity lines in Lost 2 gravity lines to be complete on or Creek and Walnut Creek lift station before eighteen(18)months from and force main as shown on the the date of this Agreement. City Sewer Plan) Design and easement acquisition for the lift station and force main shall be completed within eight(8) months after a Community Facilities Agreement is submitted to City which provides for construction of the Phase ill Water Facilities by Owner(the"Phase III Water CFA"). Construction of the 2 gravity lines to be complete on or before eight (8) months following Owner's submittal of the Phase II[Water CFA. Construction of the lift station and force mains to be complete within twelve (12)months a]tar-alitside date for completion o ce ; q REF C. same. Ni ;`r��'o i 14 Wastewater service shall be provided to portions of the Property and the Westside Property after full purpose annexation, pursuant to state law; and shall be in accordance with the same policies and ordinances in effect for all City wastewater customers. Wastewater service rates shall be the same as those rates applicable to other similarly classified City wastewater customers. (k) Owner's Construction Rights. Notwithstanding anything herein to the contrary, Owner shall have the right to construct the following at Owner's expense: (i) Up to five (5) sanitary sewer lift stations shown and identified on,the City Sewer Plan or "Phase V"; such lift stations shall connect to the Phase IC Sewer Facilities drainage area. If constructed, such lift stations shall be accepted, operated and maintained by City (unless same are constructed to serve a single user, in which case the maintenance shall be such user's responsibility). A sanitary sewer lift station and force mains shown and identified on the City Sewer Plan as "Phase VI"; such facilities shall connect to the Walnut Creek watershed. If constructed, such facilities shall be accepted, operated, and maintained by City (unless same are constructed to serve a single user, in which case the maintenance shall be such user's responsibility). (1) Raw or Effluent Water. Upon written request by Owner,City shall use reasonable efforts to provide Owner access to(1)"raw water";and/or(2)treated effluent water if,as,and when. either becomes available on or adjacent to the property. In the event that either, type of water becomes available in the vicinity of the Property,Owner may request-that Cityuse reasonable efforts to extend a pipeline within a reasonable time for transport of such water to the Property. In such event,City shall be responsible for obtaining all necessary rights of way and the cost of the pipeline shall be borne,at Owner's election, either(i)by Owner on a"payment upon completion"basis or(ii) by Owner on a"cost recovery"basis wherein City will add a surcharge to the otherwise prevailing raw or effluent water rates in an amount sufficient to amortize the hard costs of the pipeline extension over a reasonable period of not less than ten (10) years. Except as provided in the preceding.sentence, all raw or effluent water will be delivered to City and sold to Owner at the prevailing rate for such water. City will timely seek and obtain the required.Texas Commission on Environmental Quality approvals for the use of raw or effluent water for the Project. (m) Right-of-Way. City shall obtain all conveyances, easements and rights-of-way outside of the Property as may be necessary to construct and operate the various Water Facilities and Sewer Facilities contemplated by this Agreement and shall complete such acquisitions on or before the dates set forth in paragraphs 3(g)and 3(i)above. Owner agrees to cooperate with and assist City, at no cost to Owner,with City's efforts to obtain such rights-of-way;in such regard,Owner agrees to snake the initial contacts with affected land owners and to make initial offers,as directed by City,to acquire same on behalf of City. Owner shall have no obligation to incur any costs or pursue acquisitions beyond the initial contact and offer. (n) CCN-Proceedings at TCEQ. Owner will not.oppose, and will acts eM# 4,i02C application filed at the Texas Commission on Environmental Quality( TCE or C if : ' U RY 15 agency by City to amend its existing water certificate of convenience and necessity ("CCN") to include areas covering any or all of the Property and the Westside Property. Further,Owner will not support any other application for a water CCN to provide retail water service to the Property and the Westside Properly,or any attempts by any developer or other utilityto provide retail water service to the Property and the Westside Property. Notwithstanding the foregoing,if City does not obtain the amendment to expand its existing water CCN within eighteen (18) months of the date of this Agreement, Owner may pursue other options for water service for any areas not covered by City's CCN, including supporting third parties who may seek a water.CCN, and City shall have no obligation to provide potable water service to any portion of the Property or the Westside Property not covered by City's CCN; provided that, if City is diligently pursuing such a water CCN amendment but protests have been filed against it,then City shall have two years from the date of this Agreement to obtain the CCN amendment. (o) City's Exclusive Right to Serve. Subject to the provisions of paragraph (n) immediately above, Owner agrees that City shall have the exclusive right to provide retail water service to the Property and the Westside Property,and no other person or entity shall have the right except as determined by City in its sole discretion. to provide retail water service to the Project, (p) Water Storage Design. Owner shall have the right to approve the design and exterior materials of all water storage facilities (surface and elevated), such approval not to be unreasonably withheld. (q) No Waiver of Defenses or Immunities. At no time does City by execution of this Agreement waive any defenses or immunities available to City against claims or lawsuits for the temporary inability to provide water and wastewater services when such failure results from the damage or failure of one or more components of City's water treatment, water distribution, wastewater collection and/or wastewater treatment systems;provided,Owner's performance of any of its obligations under this Agreement shall be excused to the extent of City's non-performance or in the•event City's failure renders Owner's performance impossible or more costly. 4. OTHER WATER, SEWER, ROADWAY MISCELLANEOUS MATTERS (a) Water Costs. .City shall pay and be solely responsible for,without reimbursement or contribution of any kind from Owner except as specifically set forth herein,all costs of the following facilities, including, without limitation, all costs of design, easements, review, permitting, construction, financing, operation, and maintenance: Phase I Water Facilities, Phase lI Water. Facilities. and Phase IVA Water Facilities. As contribution for these facilities, City will collect a $400.00 fee from the retail customer (for the purpose of recovering a pro rata cost of extending the infrastructure)for each water tap in addition to the standard water tap/impact fee. Owner shall pay for the Phase III and Phase IVB Water Facilities, subject to standard City participation policy. (b) Sewer Costs. City shall pay and be solely responsible for,without reimbursement or contribution of any kind except as specifically set forth herein, all costs of the following facilities, including, without limitation, all costs of design, easements, review, permitt . financing, operation, and maintenance: Phase IA, IB, IC, and ID Sewer Facilit e 'ir C Phase III(except for construction),Phase IVA and Phase IVB Sewer Facilities. III-al IfIM,My 16 paid initially by City but shall be subject to recovery in accordance with City's normal prevailing development policies,with the costs of same being allocated on a per-acre basis over the entire area (inside the Project and beyond the Project) served or to be served by such line as each final plat is filed of record. This"per acre"fee shall be in addition to the standard sewer tap/impact fee. Owner shall pay for and be responsible for the lift stations and required force mains indicated as Phases V and VI;however, following construction, City shall accept, operate and maintain said facilities. (c) Interstate Access, Roadway and Interchange Costs. In general, the costs of all interstate and highway access,roadways and highway interchanges built within the Project.shall be borne and allocated in accordance with City's normal prevailing development policies;either City or Owner may,at its option,pay costs beyond the share for which it is normally obligated. Both parties recognize the importance to the Project of interstate access, roadways and interchanges. In the event City and Owner agree in writing that the interest of both parties will be better served,City and Owner may, from time to time,agree upon cost allocations for interstate/highway access,roadways and/or interchanges different from prevailing policies,including without limitation provision of state and/or local matching funds for a federal program in the event the State of Texas,any agency of the State of Texas, or City declines to participate or does not participate fully in the program. At Owner's request,City may, at City's option,collect as a condition of final plat approval on property located within the Project, a roadway impact fee or other fee equal to Owner's costs incurred pursuant to this paragraph,and provide such funds to Owner upon receipt,to the extent permitted by law. Owner agrees to furnish City with all documentation relative to actual and anticipated costs. If City staff decides against collecting this impact fee or other fee, City agrees that the matter will be taken to the City Council for final action. In addition, at Owner's request, City will support the creation of public improvement districts,road utility districts or other similar mechanisms allowed by law to finance costs incurred pursuant to this paragraph,provided such funding mechanism is at no cost to City other than reasonable and customary administrative costs. In the event Owner and City take action under this paragraph pursuant to Chapter 380 of the Local Government Code, Owner and City agree to execute documents required by Chapter 380. (d) City Roadway Costs. Notwithstanding the provisions ofparagraph 4(c)above, City shall pay(or cause to be paid)and be solely responsible for,without reimbursement or contribution of any kind from Owner(directly or indirectly),the costs of constructing the portion of the roadway designated"Minor 1" on the Concept Plan running between"Minor 4" and Interstate Highway,30 (being'the road on the eastern boundary of the Project adjacent to the"Westside Landfill"); such obligation shall include all costs of design,review,permitting,construction,financing,operation and maintenance, provided, however, City may collect normal and customary ad valorem taxes on portions of the Property and the Westside Property within the City, and Owner shall dedicate all right-of-way necessary for construction of such roadway. The schedule for construction of such roadway shall be at City's discretion,provided,however,before City accepts dedication by Owner of the community park west of Minor 1;as shown on the Concept Plan,City shall construct Minor 1 .or provide other access to such park that does not encroach upon the Project. (e) Thoroughfare Naming. Owner shall retain the right, and City hereby grants to Owner the right, to name all major streets and thoroughfares traversing or se including the following roads and/or road segments as shown on the Concept Pl ,6 t�} ! '�S i D' Fire Department does not object to any name selected by Owner because of con 4 �o Ha VEX 0 17 street names and City shall not incur costs that exceed normal and customary costs incidental to naming streets and installation of street signs: • Walsh Ranch Parkway • "Minor 1" (from Westpoint to Walsh Ranch Parkway) (t) Obligations Under Prior Agreements. City remains obligated for all work required to be performed by City under that certain agreement dated May 13, 1983,by and between City and F.Howard Walsh and Mary D.Walsh(the"1983 Agreement"),a copy of which is attached hereto as Exhibit"F",including,without limitation,the construction and installation of certain utility sleeves under Interstate Highway 20;provided,.however, Owner is responsible for the construction of the sleeve required for the Phase III Water Facilities. The remaining sleeves to be installed under the 1983 Agreement.shall be designed by Owner, at Owner's expense, in accordance with the 1983 Agreement,and shall be included within a Community Facilities Agreement for other improvements to the Property. City agrees that the actual cost to install those remaining sleeves shall be borne by City and the applicable Community Facilities Agreement for those improvements shall provide for City participation for the sleeves. (g) Schedules/Self-Help. City will cause the improvements outlined in Section 3 to occur based on the schedules set forth herein or other schedule subsequently agreed to in writing by City and Owner. Not less than five (5) months prior to the start of City's fiscal year, Owner will provide City with an estimation and explanation of the water and sanitary sewer improvements required by the Project for the-forthcoming City fiscal year to the extent not covered herein (the "Non- ecified Improvements"). Should City be unable to meet the commitments and requirements anticipated in this Agreement, Owner shall have the right to construct the infrastructure facilities required to meet the Project schedule. In the event Owner performs under this section,Owner shall award any contract for the construction of public facilities in accordance with the Policy for the Installation of Community Facilities. In such event, City shall reimburse Owner for all costs incurred plus the maximum statutory interest rate allowed by law. (h) Extraordinary Participation. City and Owner acknowledge that, except as otherwise set forth herein, City shall not be obligated for any extraordinary participation in the construction of any road, drainage, utility,park or any other public facility improvements that are reasonable and customary to support the Project,but may,at its option,participate beyond customary levels. (i) Community Facilities Agreement. No construction related to the installation of any community facility shall be commenced without the execution of a Community Facilities Agreement in accordance with the Community Facilities Policy applicable under paragraph 1(d). (j) PIDs/Sub-PIDs/ Other Districts. Subject to City approval as required by law, Owner hereby reserves the right to create and establish one or more "public improvement districts" ("PID")and/or other similar districts for such purposes as Owner may deem appropriate,including, without limitation,imposing a finance system or other fee or assessment mechanis aw- to finance all or any part of Owner's development,pre-development,construction �T1 `` r � � costs and expenses, such as but not limited to: studies,planning and consulting ost is off-site access and transportation improvements,park and green space improvements, and costs to maintain or repair any or all such items. Owner may also create separate PID's or"sub-districts"or other districts,which may be allocable to specific areas or specific improvements. It is anticipated the City and its staff and governing bodies will support all of Owner's efforts with respect to such PID's or other districts, including, if Owner elects, the use of bonds to finance all or part of such costs and expenses, provided City will incur no costs other than reasonable and customary administrative costs. Further, City acknowledges and agrees that Owner's application or other request.may be considered concurrently with (or, if Owner elects, following) consideration of Owner's LPA Application and that full annexation shall not be required for consideration and approval of any PID, "Sub-PID" or other district,unless required by law. 5. - DONATION OF LAND AND EASEMENTS FOR CITY FACILITIES (a) Donation of Land. Owner has heretofore agreed to donate to City,at no cost to City, parcels of land for certain fixture public facilities on an "as needed" basis, including future fire station facilities,police station facilities, water and wastewater facilities, storage tanks, and such other requested land dedications out of the Property as may be mutually acceptable to City and Owner,not to exceed in any event thirty(30)acres in the aggregate. Property shall be conveyed,as needed,surface only,by special warranty deed(each being a"Donation Deed")in the form attached hereto as Exhibit"G free and clear of all liens and encumbrances other than (i)normal customary, easements existing on the date hereof, (ii) such restrictions,reservations and conditions as may be included in each Donation Deed of the type generally set forth in the form attached hereto,and (iii) such other encumbrances as maybe acceptable to City. Any donation of property pursuant to this paragraph is in addition to normal and customary dedication requirements for parkland,streets,and other public facilities required by City subdivision regulations; provided, however, parkland dedications shall not exceed the quantities shown on the Concept Plan and shall not be required in any location not shown on the Concept Plan as a"greenspace"or"park"area;the quantities ofpark or greenspace shown on the Concept Plan may be re-allocated and/or redistributed by Owner within the Project. Nothing on the Concept Plan shall obligate Owner to dedicate more parkland, greenspace or open space than may be required under City's applicable development regulations. (b) Donation of Easements. In addition to the conveyances under(a)above,Owner has heretofore agreed,at no cost to City,to donate such on-.site easements as may be necessary for the water and sanitary sewer mains on the Property and the Westside Property to be constructed by City, subject to Owner's normal and customary reservations and conditions,including,without limitation, a reservation of surface use rights, provided such surface use rights do not interfere with City's construction and maintenance of facilities. Such easements shall be conveyed in form and substance acceptable to Owner and City. To the extent allowed by law, it is City's and Owner's intent that the easements granted by Owner to City pursuant to this paragraph shall be used only for City water and sewer facilities. If City receives a request from any other entity to install facilities in such easements,.City will notify Owner of such request. City hereby acknowledges and agrees that. Owner shall have the right, from time to time, to grant, reserve and otherwise create easements, licenses,restrictions and other rights(hereinafter referred to collectively as the"Common Services Easement")with respect to the Project(or portions thereof)for the purpose of fac' J'1 O providing,maintaining,installing,repairing,supplementing and otherwise dealin Q types of communications,technology, and other services,including,without hini ati, e, w'11�u?VW Mo 19 - cable,internet,intranet,video-on-demand,security monitoring,e-commerce,natural gas,electricity, and other services. To the extent allowed by law, City and Owner intend that the utility easements granted by Owner to the City shall be inferior to the Common Services Easement; provided that Owner shall require grantees of the Common Services Easement to observe customary engineering and construction practices to ensure that the Common Services Easement does not interfere with City's construction and maintenance of water and sewer facilities. In the event that an easement granted under the Common Services Easement lies within or across the easements granted herein to City, Owner agrees to submit plans to City for approval prior to construction or installation of the proposed utility. (c) Effect of Termination of Agreement on Easements. If this Agreement is terminated prior to the construction of Phase-I Water Facilities and Phase IA,IB, 1 C and 1D Sewer Facilities,City shall retain all rights to the easements granted by Owner for such facilities and Owner shall be entitled'to purchase water from City in quantities contemplated by paragraph 3(h) at prevailing rates. (d) Prior Donations. Within 30 days after the date hereof, City shall convey back to Owner, free and clear of all encumbrances and restrictions, (i) the 1.43 acre site donated by F. Howard Walsh and Mary D. Walsh to the City as identified on Exhibit B to Exhibit F attached hereto, and (ii) the 0.52-acre site donated by F. Howard Walsh and Mary D. Walsh to the City as identified on Exhibit C to Exhibit F, which were donated to City in accordance with the 1983 Agreement. 6. OTHER CITY SERVICES AND OBLIGATIONS (a) Solid Waste. Upon full purpose annexation of any portion of the Property,City shall provide solid waste disposal services to the annexed property in accordance with state law. Solid waste disposal service shall be provided in accordance with the same policies and ordinances in effect for all City sanitation customers within the City limits.Recycling services,if provided, shall be provided in the same manner as provided to other residents within the City limits. Solid waste disposal service rates shall be-the same as those rates applicable to other similarly classified City sanitation customers within the City limits. Owner reserves the right to provide private solid waste management disposal services as authorized by state law. (b) Fire Stations,Police Stations and Other Services. Upon full purpose annexation of any portion of the Property, City shall provide police, fire, emergency medical response and other municipal services to the annexed property, in accordance with state law. City shall construct, operate and maintain fire stations and police stations m proximity to the Proj ect as necessary to meet or exceed the minimum response times required by state law. Owner shall work with City to determine locations for such facilities within or in proximity to the Project so as to allow such responses. In addition,City shall provide or cause to be provided emergency medical response and ambulance services as necessary to meet the response-time guidelines required by state law. The design and materials for each such facility shall be subject to Owner's review and approval. c Support and Review. In addition to City's various promises and co . s�qt , O PP r ' 1 in Section 5 of this Agreement, City agrees to the following duties and obligation 20 (i) City will promptly and diligently review, comment and take action as appropriate to assure that Owner may meet its various duties and obligations under the other sections of this Agreement. (ii) City will support Owner's efforts in obtaining approval from the Texas Department of Transportation and other state and federal agencies relating to access to the Project from the interstate highway system and will agree to serve as sponsor or co-sponsor, as appropriate, in any formal request by Owner to facilitate such access. 7. MINERAL EXPLORATION AND PRODUCTION Owner shall retain and be.vested with the right to drill for and otherwise explore,produce, and transport all oil,gas and other minerals,of every kind and character within the Project, so long as (i) all surface activity relating to such drilling, exploration or production is confined to the "Designated Exploration Sites" shown on the Concept Plan (as same may be amended, supplemented, or modified) and(ii) all such activities comply with federal and.state law. Prior to fall purpose annexation and platting for use,Owner shall have the right,in its discretion,to relocate, add; or reconfigure Designated Exploration Sites within the limited purpose annexed and/or unplatted portions of the Project. In addition,until full purpose annexation and platting for use is approved by City as to a particular portion of the Project,Owner shall remain vested with all drilling, exploration,production, and transportation rights as are held by Owner or its affiliates with respect to the property on the date hereof and such rights shall survive the imposition of additional rules, regulations or other restrictions subsequent to the date hereof,provided,however, Owner shall not drill or allow any other party to drill for oil, gas, or other minerals within 300 feet of a residential dwelling,church or school,unless City's prevailing drilling regulations are less restrictive. After City approves a portion of the Project for full purpose annexation and platting, that portion will comply with and be subject to the City's prevailing drilling and production regulations. In addition, after full purpose annexation and platting for use, Owner may increase the number, size and configuration of Designated Exploration Sites so long as the sites and the uses thereof conform to City's prevailing drilling and production regulations. 8. CHAPTER 380 AUTHORIZATION In the event City provides to Owner any loan or grant of public money authorized by Chapter 380 of the Local Government Code,-specifically including without limitation local matching funds for a federal program pursuant to Section 380.003 of the Local Government Code,City and Owner agree to execute documentation required by Chapter 3 80. 9. MISCELLANEOUS (a) Actions Performable. City and Owner agree that all actions to be performed under this Agreement are performable in Tarrant and Parker Counties, Texas. Ven concerning this Agreement shall be proper in Tarrant County, Texas. wit J'v c;!l f, U+,r I � 21 (b) Governing Law. City and Owner agree that this Agreement has been made under the. laws of the State of Texas, and that any interpretation of this Agreement at a future date shall be made under the laws of the State of Texas. (e) Non-Severability. In the event that any material provision of this Agreement regarding the land use and development approvals granted to Owner or the commitment for utility services and costs for facilities to be provided is subsequently determined to be unenforceable or otherwise materially altered by a court of competent jurisdiction,then Owner shall have the ri ght to terminate the remainder of this Agreement. If a court of competent jurisdiction or any other governmental entity with appropriate jurisdiction determines that any material portion of this Agreement is beyond the scope or authority of applicable Texas law, then, subject to the immediately preceding sentence,City and Owner agree to immediately amend this Agreement so as to conform to such ruling or decision in such a manner that is most consistent with the original intent of this Agreement as legally possible. (d) Successors and Assigns. This Agreement is for the benefit of City and Owner, its successors and assigns. City may not assign its rights or obligations hereunder. City expressly agrees that Owner may assign all.or part of its rights and obligations under this Agreement to one or more Homeowners Associations or a similar non-profit entity owned either by residents of the Project (the "Homeowners Association') or by Owner and following receipt of notice of such assignment City shall look only to such. assignee(s) with respect to'such assigned rights or obligations. Owner may convey title to all or any portion of the Property or Westside Property, provided that all such purchasers shall be bound by all terms of this Agreement and shall be bound to perform Owner's.obligations hereunder with respect to.any parcel purchased by them,which shall run with the land;the benefits of this Agreement shall,likewise,inure to such purchasers and such purchasers shall be-entitled to enforce the terms hereof with respect to the parcel(s)purchased by them. Owner warrants and agrees that Owner will require purchasers of any portion of the Property or the Westside Property to acknowledge receipt of a copy of this Agreement and to execute an assumption of all of Owner's obligations hereunder with respect to such parcel as part of such conveyance. - e Exhibits. All exhibits attached to this Agreement are incorporated by reference and expressly made part of this Agreement as if copied verbatim. (f) Complete Agreement. This Agreement represents a complete agreement of the parties and supersedes all prior written and oral matters related to this Agreement other than the agreements referred to in paragraphs 5(a), 5(b)and 5(c) hereof.'Any amendment to this Agreement must be signed by both parties. (g) County Approvals. City agrees to cooperate with Owner in seeking necessary approvals or waivers from Parker County and Tarrant County in an expedited manner and agrees to exercise its best efforts to assure that City and each county cooperate with each other in coordinating and expediting the approvals required by Owner. °°- �n IN-1lJ�lp ULIK . 22 (h) Request to Include Additional Lands Within Project. If Owner files an application for a Concept Plan or preliminary plat approval for additional lands("Additional Lands") to be included within the Project(an"Additional Lands Concept Plan"),then Owner shall endeavor to reasonably integrate the Additional Lands Concept Plan with the previously approved Concept Plan (the "January 2002 Concept Plan") and shall provide City with a map depicting both the January 2002 Concept Plan and the proposed Additional Lands. Any application to include or plat additional lands shall be considered by City in accordance with the development regulations, ordinances and fee requirements of City applicable pursuant to paragraph 1(d),provided that in no event shall the application for or approval of the Additional Lands Concept Plan requirexe-approval of the January 2002 Concept Plan or otherwise alter or affect the terms of the January 2002 Concept Plan,except as provided in the immediately succeeding sentence. This paragraph will apply to any property designated by Owner as"Additional Lands"if same is located within two (2)miles of any portion of the Property or if such property is served by any of the water or sewer infrastructure constructed or to be constructed pursuant hereto. (i) Notice. All notices,requests or other communications required or permitted by this Agreement shall be in writing and shall be sent by(i)telecopy,with the original delivered by hand or overnight carrier, (ii) overnight courier or hand delivery, or (iii) certified mail, postage prepaid, return receipt requested, and addressed to the parties at the following addresses: Cam: ' City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Attn: City Manager Fax: 817-871-6134 With a required copy to: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Attn: City Attorney Fax: 817-871-8359 �l`+l PING-, 1 D, R �`3`'RVW @ UK. 23 Owner: Walsh Ranches Limited Partnership F. Howard Walsh, Jr. Walsh Children's Trusts Walsh Grandchildren's Trusts 500 West Seventh St., Ste. 1007,Unit 27 Fort Worth, Texas 76102,-4773 Attn: G: Malcolm Louden Fax: (817)338-4844 with a required copy to; Grogan&Brawner P.C. 2808 Fairmount Suite 150, LB 5 Dallas,Texas 75201 Attn: R. J. Grogan, Jr. Fax: (214) 979-1110 Either party may make changes in the information set out above by sending notice to the other party using one of the methods described above. (j) Force Majeure. Owner and City agree that the obligations of each party shall be subject to force maj eure events such as natural_calamity, fire or strike. (k) Resident Security. City agrees that Owner,or its successors or assigns,may assist in the formation and operation of a volunteer or paid professional security patrol operated by the residents of the Proj ect. (1) Appointment of Representatives. To further the commitment of the parties.to cooperate in the implementation of this Agreement,City and Owner each shall designate and appoint a representative to act as a liaison between City and its-various departments and Owner.The initial representative for City(the"Cily epresentative")shall be the City Manager,and the representative for Owner shall be as identified by Owner from time to time(the"Owner Representative"). Owner's initial Owner Representative is G. Malcolm.Louden. The representatives shall be available at all reasonable times to discuss and review the performance of the parties to this Agreement and the development of the Property pursuant to the Concept Plan. (in) Coordination of City Reviews. The implementation of the Concept Plan shall be in accordance with City's development review process,as set forth in this Agreement. City and Owner acknowledge that Owner may wish to proceed rapidly with the development of the Property and that,accordingly,City will comply with the timelines for review set forth in its or s� o 0 0 development reviews.For building ermit.reviews,City's existing standard is to os� a within two weeks of submittal of all required information to City's Building Inspe ti Offe UII I18 VEX. 24 and City will use its best efforts to maintain its existing standard of service.In addition,the parties agree that if at any time Owner believes that an impasse has been reached with City staff on any issue affecting the Property,despite reasonable good faith efforts to resolve such an impasse,Owner shall have the right to immediately.appeal to the City Manager for a decision pursuant to this paragraph. (n) Appropriation of Funds. City's obligations pursuant to this Agreement are subject to appropriation of funds by the City Council. In the event sufficient funds to design Phase I Water Facilities and Phase IA,E3,IC and ID Sewer Facilities are not appropriated on or before September 1, 2003, Owner may terminate this Agreement. Thereafter, in the event sufficient funds are not appropriated by City and City,as a result,is unable to fulfill any of its duties or obligations pursuant to this Agreement,Owner may terminate the Agreement as to the portions of the Property and/or the Westside Property that have not been annexed for full purposes and seek disannexation to release such property from limited purpose annexation status,which disannexation will not be opposed by City (o) Grants. City agrees to support and cooperate with Owner in efforts to obtain grants and/or other special funding from public or private sources. (p) - Term. This-Agreement shall be effective as of the date of execution by both parties and shall remain in full force and effect until the earlier of(i)the date as of which all phases of the Proj ect have been fully developed and completed and City has fully performed all of its obligations hereunder; (ii)the date as of which this Agreement is terminated in accordance with its provisions; or(iii) fifty (50) years from the date of execution by both parties. (q) Changes in State or Federal Laws. If state or federal laws change so as to make it impossible for City or Owner to perform its obligations under this Agreement, the parties will cooperate to amend the Agreement in such a manner that is most consistent with the ori ginal intent of the Agreement as legally possible. If the Agreement cannot be amended so as to achieve the parties' original intent,either party may terminate the Agreement on sixty(60)days written notice. (r) Default. - Except as provided by subsection(n), if either party should default with 30 days or such longer respect to any of its obligations hereunder and should fall,withm thirty( ) y period as may be reasonable under the circumstances not to exceed in any event six months from the date of such notice) after delivery of written notice of such default from the other party (the "Complaining Party')to cure such default,the Complaining Party,by action or proceeding at law or in equity,may be awarded its damages and/or specific performance for such default. If either party defaults because of change in state or federal laws make it impossible for the party to perform its obligations under this Agreement,paragraph 9(q) applies. (s) Mutual Assistance. City and Owner shall do all things necessary or appropriate to carry out the objectives,terns and provisions of this Agreement and to aid and assist each other in carrying out such obj ectives,terms and provisions. HC Cliff �YIMAL PY 25 (t) Representations and Warranties. City represents and warrants to Owner that this Agreement is within the scope of its authority and the provisions of the charter and code of City and that it is duly authorized and empowered'to enter into this Agreement. Owner represents and warrants to City that it has the requisite authority to enter into this Agreement. (u) Amendment. This Agreement may only be amended,altered,or revoked by written instrument signed by City and Owner. (v) ' Interpretation. Regardless of the actual drafter of this Agreement,this Agreement shall, in the event of any dispute over its meaning or application,.be interpreted fairly and reasonably, and neither more strongly for or against any party. (w) No Third Party Beneficiary. This Agreement is solely for the benefit of Owner and City,and neither Owner nor City intends by any provision of this Agreement to create any rights in any third-party beneficiaries or to confer any benefit upon or enforceable rights under this Agreement or otherwise upon anyone other than Owner and City.. Executed as of the day and year first above written. CITY: ATTEST CITY OF FORT WORTH a Texas municipal corporation By. Aloriaearson Reid Rector, Assistant City Manager City Secretary APPROVED AS TO FORM AND LEGALITY Qkfo epu City Attorney . ��7 ttylJtN�YYB U�U�O 26 OWNER: WALSH RANCHES LIMITED PARTNERSHIP, a Texas limited partnership By: Walsh North Star Company, a Texas co ration, General Partner By: ' alcolm Lo Presiders F.HOWARD WALSH, JR' G.MALCOLM LOUDE J , his capacity as agent and authorized representative of 7PMORGAN CHASE BANK, in its capacity as trustee of THE AMY SUZANNE WALSH 1972. TRUST THE ELLEN KING WALSH 1972 TRUST THE ALLISON�:A.REN WALSH 1972 TRUST THE TARA WINSTON WALSH 1972 TRUST THE F.HOWARD WALSH,1111972 TRUST 27 G d"k .MALCOLM LO , ' his capacity as agent and authorized representative of BANC ONE N.A.,in its capacity as trustee of THE HOLLAND FLEMING WALSH 1972 TRUST THE RICHARD FI.,EMING WALSH 1972 TRUST THE MAUDI EUDORE WALSH ROE 1972 TRUST THE GEORGE HOWARD PORTER 1972 TRUST THE MICHAEL CLINTON PORTER 1972 TRUST THE PARKER.OTWELL ROE 1972 TRUST G.MALCOLM LO in his capacity as agent and authori zed representative of FROST NATIONAL BANK, in its capacity as trustee of THE D'ANN ELISABETH WALSH BONNELL 1972 TRUST THE WILLIAM LLOYD WALSH 1972 TRUST THE WILLIAM FREDERIC BONNELL; JR. 1972 TRUST THE LAURA ELISABETH BONNELL 1972 TRUST THE JONATHAN RICHARD BONNELL 1972 TRUST THE KAREN LINDSEY WALSH 1972 TRUST THE CATHERINE L.WALSH 1972 TRUST THE MARY ERIN WALSH 1972 TRUST 28 List of Exhibits and Schedules Schedules IA: Walsh Children's Trusts 1B: Walsh Grandchildren's Trusts Exhibits A: Description of the 7,207-acre tract B: Description of the 379-acre tract(Westside Property) C: Concept Plan D: City Sewer Plan E: City Water Plan F: 1983 Agreement G: Form of Donation Deed 29 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME,the undersigned Notary Public in and for-said county and state,on this day personally appeared %�•e.�-r.C� -^ % 2�--� ,.Assistant City Manager of the City of Fort Worth, 1mown tome as the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of such person and that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this fpi; day of ,,2003. �.�PPY p e•. ROSELLA BARNES Notary Public in and for the State of NOTARY PUBLIC State of Texas My commission expires: ©,3--3 1- 0S• 'FoFf Comm.Exp,03-31-2005 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME,the undersigned Notary Public in and for said county and state,on this day personally appeared G. Malcolm Louden, President of Walsh North Star Company, a Texas corporation, General Partner to Walsh Ranches Limited Partnership,a Texas]united partnership,known to me as the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of such person and that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. . � day of' GIVEN UNDER MY HAND AND SEAL OF OFFICE, this i 2003. =�=j Not Pu is in and for t e State of P40� JUDY D.EAGLE 7 hh '�' �'"'_ Notary Public,State of Texas My commission expires: 2-,9'V3 y � E MY Commission Expires December 28,2003 30 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME,the undersigned Notary Public in and for said county and state,on this daypersonally appeared F. Howard Walsh, Jr., known to me as the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of such person and that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ✓ day of ) 2003. p�NPY pi - o��•, y,��, JUDY D. EAGLE �J�! Notary Public,State of Texas My Commission Expires Not P lie m and f r the State of '•1,n�p��E+� December 28,2003 My commission expires: STATE OF TEXAS COUNTY OF TARRANT BEFORE ME,the undersigned Notary Public in and for said county and state,on this day personally appeared G. Malcolm Louden, in his capacity as. agent and authorized .representative of JPMORGAN CHASE BANK, in its capacity as trustee of THE AMY SUZANNE WALSH 1972 TRUST, THE ELLEN KING WALSH 1972 TRUST,.THE ALLISON KAREN WALSH 1972 TRUST,THE TARA WINSTON WALSH 1972 TRUST,and THE F.HOWARD WALSH,1111972 TRUST, known to me as the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of such person and that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN . UNDER MY HAND AND SEAL OF OFFICE, this _ day of 2003. ue,�y- JUDY=EAGLE Notary Publi Not Pu lie in and fo e State of My Comm �� Decem My commission expires: 1Z-2F 31 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME,the undersigned Notary Public in and for said county and state,on this daypersonally appeared G.Malcolm Louden,inhis capacity as agent and authorized representative ofBANC ONE N.A.; in its capacity as trustee of THE HOLLAND FLEMING WALSH 1972 TRUST, THE ' RICHARD FLEMING WALSH .1972 TRUST, THE MAUDI EUDORE WALSH ROE 1972 TRUST,THE GEORGE HOWARD PORTER 1972 TRUST,THE MICHAEL CLINTON PORTER 1,972 TRUST,and THE PARKER OTWELL ROE 1972 TRUST,known to me as the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of such person and that he executed the same for the.purposes and consideration therein expressed,and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this rd day of 2003. a°�;aYPUe�'' JUDY D.EAGLE Notary public,State of Texas Not Pu is in and fo the State of _ = My Commission Expires My COinnllSSlOn expires: (2-27.03 December 28,2003 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME,the undersigned Notary Public in and for said county and state,on this day personally appeared G. Malcolm Louden, in his capacity as agent and authorized representative of FROST NATIONAL BANK,in its capacity as trustee of THE D'ANN ELISABETH WALSH BONNELL 1972 TRUST, .THE WILLIAM LLOYD WALSH 1972 TRUST, THE WILLIAM FREDERIC BONNELL, JR. 1972 TRUST, THE LAURA ELISABETH BONNELL 1972 TRUST, THE JONATHAN RICHARD BONN E 1972 TRUST, THE KAREN LINDSEY WALSH 1972 TRUST, THE CATHERINE L. WALSH 1972 TRUST, and THE MARY ERIN WALSH 1972 TRUST, known to me as the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of such person and that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this �� day of A G�',t,/ ' 2003. � JUDY D.EAGLE a�ar pue°'s Notary public,State of Texas Not Pub c in and for e State Of My Commission Expires My co n1n115slOn expires: (Z-Z?' 03 December 28,2003 32 After recording,return to: City Attorney's Office City of Fort Worth 1000 Throck aorton Street Fort Worth,TX 76102 Attn: Marcella Olson 33 SCHEDULE 1A WALSH CHILDREN'S TRUSTS As used in the Agreement, the term"Walsh Children's Trusts" shall mean and refer to the following trusts created by Trust Agreement dated December 26, 1972 by and between Frank Howard Walsh and Mary D. Walsh, as"Trustors" and The First National Bank of Fort Worth, as the original Trustee: The Richard Fleming Walsh 1972 Trust The D'Ann Elisabeth Walsh Bonnell 1972 Trust The Maudi Eudora Walsh Roe 1972 Trust The William Lloyd Walsh 1972 Trust SCHEDULE 1B WALSH GRANDCHILDREN'S TRUSTS As used herein, the term "Walsh Grandchildren's Trusts" shall mean and refer to the following trusts created by Trust Agreement dated December 26, 1972 by and between Frank Howard Walsh anal Mary D. Walsh, as "Trustors" and The First National Bank of Fort Worth, as the original Trustee: The Amy Suzanne Walsh 1972 Trust The Ellen King Walsh 1972 Trust The Holland Fleming Walsh 1972 Trust The Allison Karen Walsh 1972 Trust The Tara Winston Walsh 1972 Trust The F. Howard Walsh, 1111972 Trust The William Frederic Bonnell, Jr. 1972 Trust 'The Laura Elisabeth Bonnell 1972 Trust The Jonathan Richard Bonnell 1972 Trust The George Howard Porter 1972 Trust The Michael Clinton Porter 1972 Trust The Parker Otwell Roe 1972 Trust The Karen Lindsey Walsh 1972 Trust The Catherine L. Walsh 1972 Trust The Mary Erin Walsh 1972 Trust i r .EXHIBIT `A' THE PROPERTY Being approximately 7,748 acres situated in Tarrant County and Parker County; Texas, being all of those certain tracts of land described in the deeds recorded in Volume 237, Page 562 and Volume 193, Page 335 of the Deed Records, Parker County, Texas, and being more particularly described, as follows: Beginning at the most northerly northeast corner of the I&GNRR Co. Survey, same being the most northerly northeast 'corner of that certain called 2,994.5-acre tract described in Volume 193, Page 335, Deed Records, Parker County, Texas same. also being in a west line of the Brown Family Ranching Tract; THENCE SOUTH, along said west line, 2,197.22 feet to a point in a south line of said Brown tract; THENCE EAST along said south line, 3,527.78 feet to a point in the Parker/Tarrant County line, same being in a west line of said Brown tract; THENCE SOUTH, along said county line and said west line, 1,252.78 feet to a point in a south line of said Brown tract; THENCE SOUTH 89 045'00" EAST, leaving said county line and along said south line, 3,377.78 feet; THENCE SOUTH 01 049'00" WEST, leaving said south line 2,627.77 feet; THENCE EAST, 12.78 feet to a point in the west line of the Waste Management tract; THENCE SOUTH 00 048'00" WEST, along the west line of the Waste Management tract, at 2,002.70 feet pass the north right-of-way line of Interstate Highway No. 30, in all 2,173.06 feet to the most easterly southeast corner of ttie said 2,994.5-acre tract; THENCE along the south line of said 2,994.5-acre tract the following courses and distances: NORTH 89°55'00" WEST, 306.39 feet; SOUTH 00 005'00" WEST, 8.61 feet; NORTH 89 055'00" WEST, 1,100.00 feet; NORTH 00 005'00" EAST, 20.00 feet; NORTH 89 055'00" WEST, 600.00 feet; SOUTH 00 305'00" WEST, 20.00 feet; NORTH 89 055'00" WEST, 250.00 feet; NORTH 00 005'00" EAST, 20.00 feet; H:\WP\Jobs\2001\200116.9\2001169-04-Zoning-Annexation\2001169-04.ExhibitA-TheProperty_041003.doc 1 NORTH 89 055'00" WEST, 200.00 feet; SOUTH 00'05'00" WEST, 20.00 feet; NORTH 89 055'00" WEST, 350.00 feet; NORTH 00 005'00 EAST, 10.00 feet; NORTH 89 055'00" WEST, 574.72 feet; THENCE SOUTH 00 005'00" WEST, leaving the south line of said 2,994.5-acre tract, 191.00 feet to the most southerly southeast corner of said 2,994.5-acre tract, same being the most northerly northeast corner of that certain called 3,804.9-acre tract described in Volume. 193, Page 335, Deed Records, Parker County, Texas, same being in the aforementioned county line, same also being in the west line of the Nazarian tract; THENCE SOUTH 00 020'00" WEST, along said county line and said west line, 4,208.89 feet to a point in the south line of said Nazarian tract; THENCE SOUTH 89 015'00" EAST, leaving said county line and west line and along said south line, 3,344.45'feet to a point in a east line of said Nazarian tract; THENCE NORTH 00 045'00" WEST leaving said south line and along said east line, 827.78 feet to.a point in the south line of the Cramer and Linkwood Estates Tracts; THENCE SOUTH 89 030'00" EAST leaving said east line and along said south Ifne, 2,672.23 feet to a point in the west line of Lost Creek; THENCE SOUTH 00 030'00" WEST leaving said south line and along said west line, 2,263.89 feet to a point in the south line of said Lost Creek; THENCE SOUTH 89 030'00" EAST leaving said west line and along said south line, 2,675.00 feet to a point in the west line of the Murrin tract; THENCE SOUTH 01 000'00" WEST, leaving said south line and along said west line at 3,316.95 feet pass the north right-of-way line of Interstate Highway No. 20, in all 3,358.34 feet to a point in the north line of Markum Ranch; THENCE SOUTH 89 030'00" WEST, leaving said west line and along said north line, 2,683.34 feet to a point in the west line of said Markum Ranch; THENCE SOUTH 00°55'00" WEST, leaving said north line.and along said west line at 187.25 feet pass the south right-of-way line of said Interstate Highway No. 20, in all 5,459.72 feet to the southeast corner of said 3,804.9-acre tract, same being in the north right-of-way line of the Texas & Pacific Railroad; THENCE leaving said west line and along the north right-of-way line of said Texas & Pacific Railroad and south line of said 3,804.9-acre tract the following courses and distances: NORTH 77 015'00" WEST, 213.89 feet; NORTH 80 000'00" WEST, 2,044.45 feet; NORTH 82 010'00" WEST, 555.56 feet; SOUTH 71'30'00" WEST, 79.17 feet; NORTH 79 051'00" WEST, 478.89 feet; H:\WP\Jobs\2001\2001169\2001169-04-Zoning-Annexation\2001169-04 ExhibltA-TheProperty_041003.doc 2 NORTH 82 011'00" WEST, 327.23 feet; NORTH 86 051'00"WEST, 222.23 feet; SOUTH 89°11'0.0" WEST, 222.23 feet; SOUTH 85°15'00" WEST, 184.73 feet; SOUTH 84043'00" WEST, 4,425.71 feet; .SOUTH 05017'00" EAST, 73.91 feet; SOUTH 84043'00" WEST, 1,115.83 feet; - SOUTH 79 050'00" WEST, 329.17 feet; . SOUTH 73'30'00" WEST, 222.23 feet; SOUTH 65 034'00" WEST, 222.23 feet; SOUTH 59 025'00"WEST, 222.23 feet; NORTH 00°30'00" WEST, 61.12 feet; SOUTH 57°42'00" WEST, 2,427.78 feet to the most southerly southwest corner of said 3,804.9-acre tract, same being in an east line of the Dean Ranch; THENCE NORTH 00 023'21" EAST, leaving the north right-of-way line of said Texas & Pacific Railroad and along said east line, 14,253.09 feet; THENCE NORTH 00°17'00" EAST, continuing along said east line 611.12 feet to the most westerly northwest corner of said 3,804.9-acre tract, same being .in the south line of said 2,994.5-acre tract, same also being a northeast corner of said Dean Ranch; THENCE leaving said east line and along a north line of said Dean Ranch and the south line of said 2,994,5-acre tract the following courses and distances: SOUTH 79 045'04"WEST, 833.33 feet; NORTH 68°30'00" WEST, 2,000.00 feet; NORTH 89 015'00"WEST, 2,536.11 feet; NORTH 85 045'00" WEST, 950.00 feet; SOUTH 66 030'00" WEST, 197.23 feet to the most southerly southeast corner of said 2,99.4.5-acre tract same also being in an east line of said Dean tract; THENCE NORTH, leaving said south line and said north line and along said east line, at 3,256.46 feet pass the south right-of-way line of Interstate Highway No. 20, at 3,593.20 feet pass the north right-of-way line of said Interstate Highway No. 20, in all 4,055.56 feet to a north line of said Dean tract; THENCE NORTH 89 030'00" WEST leaving said east line and along said north line, 2,302.22 feet to a point in the east right-of-way line of Farmer Road; H:\WP\Jobs\2001\2001169\2001169-04-Zoning-Annexation\2001169-04 ExhibitA-TheProperty_041003.doo 3 THENCE NORTH 00 025'00" WEST leaving said north line and along said east right- of-way line, 3,170.83 feet to a point in the south line of the Beggs tract; THENCE SOUTH 89 052'00" EAST leaving said east right-of-way line and along said south line, 5,269.44 feet to the southeast corner of said Beggs tract, THENCE NORTH, leaving said south line and along said east line, 2,039.17 feet to a point in the north line of said Beggs tract; THENCE NORTH 89 046'55" EAST, leaving said east line, 2,711.60 feet to a point in the east line of that certain called 884.1-acre tract recorded in Volume 237, Page 562, Deed Records, Parker County, Texas, same being the southeast corner of the J.D. Kyle Survey and the southwest corner of the Thomas Toby Survey; THENCE NORTH, 4,699.44 feet to the northeast corner of the Calvin Jackson Survey; THENCE WEST, 2,214.99 feet; THENCE NORTH, 2,481.49 feet; THENCE NORTH 50 000'.00" WEST, 225.00 feet; THENCE NORTH 70 000'00" WEST, 1,272.22 feet; THENCE NORTH 33 030'00" WEST, 288.00 feet; THENCE NORTH 48 000'00" WEST, 255.56'feet; THENCE NORTH 18030-00" EAST, 1,975.00 feet; THENCE EAS-1-,1,055.56 feet; THENCE NORTH, 1,252.78 feet to the northwest corner of said 884.1-acre tract Volume 237, Page 562; THENCE NORTH 81 045'00" EAST, along the north line of said 884.1-acre tract, 3,758.33 feet to the northeast corner of said 884.1-acre tract same also being in a west line of said Brown tract; THENCE along the westerly line the following courses and distances: SOUTH along said west line, 1,380.56 feet; EAST, 138.89 feet; SOUTH 20000'00" WEST, 3,486.11; SOUTH, 4,669.44 feet; EAST;4,372.22 feet; SOUTH, 2,353.89 feet; WEST; 1,047.22 feet; H AW PWabs\2001\2001169\2001169-04-Zoning-Annexation\2001169-04_ExhibitA-TheP roperty_041003.doc 4 SOUTH,. 365.99 feet to a point in the south line of said 884.1-acre tract, same being in the north line of said 2,994.5-acre tract, same also being in a south line of said Brown tract; EAST, along the south line of said 884.1-acre tract and the north line of said 2,994.5-acre tract, 383.48 feet to the POINT OF BEGINNING and containing approximately 7,748 acres of land. Save and except the following: Approximately 65 acres of land described in the deed to William Bonnell, Jr. and recorded in Book 1618, Page 1478, D.R.P.C.T. Approximately 29 acres of land adjacent to Interstate Highway 20 east of Farmer Road. Approximately 447 acres of land within the right-of-ways of Interstate Highway 20 and Interstate Highway 30 within the property. For a net acreage of approximately 7207 acres. J H:1 WPBJobs\200112001169\2001169-04-Zoning-AnnexationM01169-04_ExhibitA-TheProperty_041003.doc 5 VOL. 237, PG. 562 ' D.R.P.C.T. (CALLED 884.1 ACRES) U.1 z Y 4 � BROWN TRACT a ~ NEC CALVIN JACKSON SURVEY SAVE AND EXCEPT 65 ACRE TRACT SCALE- 1" = 4000' SEC JD KYLE SURVEY SWC THOMAS TOBY SURVEY A-934 BEGGS TRACT MOST NORTHERLY NEC i&GNRR CO. SURVEY v Q O w SECOND TRACT VOL 193, PG. 335 D.R.P.C.T. (CALLED 2994.5 ACRES) a y£G WASTE J 'C1lr � MANAGEMENT L/ 4 SAVE AND EXCEPT fa+ ��' sY,.x4 �J3Q'aC xs't 29 ACRE TRACT SAVE AND EXCEPT 1?** 447 ACRE TRACT °p N a (IH,20 AND IH-30 O h RIGHT—OF—WAYS) NAZARIAN w F a pia TRACT O' z N Z w LOST CREEK w - DEAN RANCH ";`-F, MURRIN TRACT FIRST VOL. 93, PG. 335k `„�•. D.R.P.C.T. (CALLED 3804.9 ACRES) MARKUM RANCH ¶ a�VAT TEXAS & PACIFIC RAILROAD t�tllJics t �y n�Ir�LD11 11 '�' EXHIBIT `B' THE WESTSIDE PROPERTY TRACT A Being approximately 172 acres situated in Parker County, Texas, and being a portion of that certain called 2,994.5-acre tract of land described in Volume 193, Page 335 (second tract) of the Deed Records, Parker County, Texas, and being more particularly described as follows: COMMENCING at the southeast corner of the J.D. Kyle Survey, same being the southwest corner of the Thomas Toby Survey; THENCE SOUTH, 8.90 46' 55" WEST, 2,711.60 feet to the northeast corner of the Beggs tract; THENCE SOUTH, along -the east line of said Beggs tract,-2,039.17 feet to the POINT OF BEGINNING of the herein described tract, same being the southeast corner of said Beggs tract; THENCE SOUTH 190 44' 33" WEST, 821.74 feet to the beginning of a curve to the left having a central angle of 371 53' 45", a radius of 750.00 feet and a chord bearing and distance of SOUTH 000 47' 40"WEST, 487.06 feet; -THENCE with said curve to the left for an arc distance of 496.06 feet to the beginning of a curve to the right having a central angle of 431 32' 33", a radius of.1,000.00 feet and a chord bearing and distance of SOUTH 030 37' 05" WEST, 741.81 feet; THENCE with said curve to the right for an arc distance of 759,96 feet; THENCE SOUTH 250 23' 21" WEST, 632,75 feet to*the beginning of a curve to the right having a central angle of, 150 15' 19", a radius of 2,000.00 feet and a chord bearing and distance of SOUTH 330 01' 01"WEST, 530.93 feet; THENCE.with said curve to the right for an arc distance of 532.51 feet; THENCE SOUTH 400 38' 40"WEST, 28.46 feet; " THENCE NORTH 530 36' 57"WEST, 84.06 feet to the beginning'of a curve to the right having a central angle of 131 38' 14", a radius of 2,000.00 feet and a chord bearing and distance of NORTH 46147' 50"WEST, 474.90 feet; - THENCE with said curve to the right for an arc distance of 476.03 feet; THENCE NORTH 390 58' 43" WEST, 1,043.72 feet to the beginning of a curve to the left having a central angle of 251 06' 57", a radius of 800.00 feet and a chord bearing and distance of NORTH 520 32' 12" WEST, 347.88 feet; THENCE with said curve to the left for an arc distance of 350.68 feet; THENCE NORTH 650 05' 40" WEST, 376.79 feet to the beginning of a curve to the right 'having a central angle of 151 13' 40" a radius of 1,200.00 feet and a chord bearing and distance of NORTH 571 28' 50"WEST, 317.99 feet; H:\WP\Jobs\2001\2001169\2001169-04-Zoning-Annexation\2001169-04_Exh!bit B_TheWestsideProperty_041003.doc 1 THENCE with said curve to the right for_an arc distance of 318,93 feet to the beginning of a curve to the left having a central angle of 381 24' 10", a radius of 2,000.00 feet and a chord bearing and distance of NORTH 691 04' 05"WEST, 1,315.55 feet; THENCE with said curve to the left for an arc distance of 1,340.51 feet; THENCE-NORTH 880 16' 10" WEST, 310.75 feet; THENCE NORTH 000 43' 44" EAST, 348.92 feet; THENCE NORTH 55" 59' 44" WEST, 534.22 feet; THENCE NORTH 000 10' 34" WEST, 207.49 feet to a point in the south line of said Beggs tract; THENCE SOUTH 890 52' 00 EAST along said south line, 4,859.15 feet to the POINT OF BEGINNING and containing 7,488,688 square feet or.172 acres of land. TRACT B Being approximately 207 acres situated in Parker County, Texas, and being a portion of that certain"called 2,994.5-acre tract of land described in Volume 193, Page 335 (second tract) of the Deed Records, Parker County, Texas, and being more particularly described as follows; , Beginning at the most westerly northwest corner of said 2,994.5-acre tract; same being - in the east line of Farmer Road, same also being in the south line of the Beggs tract; THENCE SOUTH, 890 52'00" EAST leaving said east line and along said south line, .410.29 feet; THENCE SOUTH, 00° 10' 34" EAST leaving said south line, 207.49 feet; THENCE SOUTH, 55° 59' 44" EAST, 534.22 feet; THENCE SOUTH, 00" 43' 44" WEST, 348.92 feet; THENCE SOUTH, 880 16' 10" EAST, 310.75 feet to the beginning of a curve to the right having a central angle of 380 24' 10", -a radius of 2,000.00 feet and a chord bearing and distance of.SOUTH 69° 04' 05" EAST, 1,315.55 feet; THENCE with said curve to the right for an arc distance of 1,340.51 feet to the - - beginning of a curve to the left having a central angle,of 151 13' 40", a radius of 1,200.00 feet and a chord bearing and distance of SOUTH 571 28' '50" EAST, 317.99 feet; THENCE with said curve to the left for an arc distance of 318.93 feet; THENCE SOUTH 650 0540" EAST, 376.79 feet to the beginning of a curve to the right having a central angle of 250 06' 57", a radius of 800.00 feet and a chord bearing an_d distance of SOUTH 520 32' 12" EAST, 347.88 feet; H:\WP\Jobs\2001\2001169\2001169-04-Zoning-Annexation\2001169-04_Exhibit B_TheWestsideProperty_041003.doo 2 THENCE with said curve to the right for an arc distance of 350.68 feet; THENCE SOUTH 39° 58' 43" EAST, 1,043.72 feet to the beginning of a curve to the left having a central angle of 131 38' 14", a radius of 2,000.00 feet and a chord bearing and distance of SOUTH 460 47' 50" EAST, 474.90 feet; THENCE with said curve to the left for an arc distance of 476.03 feet; . THENCE SOUTH 530 36' 57" EAST, 84.06 feet; THENCE SOUTH 400 38' 40" WEST, 651.53 feet to the beginning of a curve to the left . having a central angle of 140 08' 21", a radius of 2,000.00 feet and a chord bearing and distance of SOUTH 320 34' 01" WEST, 492.30 feet; THENCE with said curve to the left for an arc distance of 493.55 feet to a point in the northerly right=of-way line of Interstate Highway No. 20, same also being the beginning of a non-tangent curve to the left having a central angle of 11_0 11' 25", a radius of 5,900.00 feet and a chord bearing and distance of NORTH 760 10' 53" WEST, 1,150.51 feet; THENCE along said northerly right-of-way line and with said curve to the left for.an arc distance of 1,152.31 feet; THENCE NORTH 814 46' 36" WEST continuing along said northerly right-of way line,.: 228.80 feet to a point in an east line of the Dean Ranch; THENCE NORTH 000 06 50" WEST leaving said.north line and along said east line, .462.36 feet to a point in the north line of said Dean Ranch; THENCE NORTH 890 30' 00" WEST, leaving said east line and along said north line, 2,302.22 feet to a point in the east line of said Farmer Road; THENCE NORTH 000 25' 00" WEST, along said east line, 3,170.83 feet to the POINT OF BEGINNING and containing 9,026,982 square feet or 207 acres of land. Tract A and Tract B being a total of 379 acres of land. H:\WP\Jobs\2001\2001169\2001169-04-Zoning-Annexation\2001169-04_Exhibit B_TheWestsideProperty_041003.doc 3 VOL. 237, PG. 562 D.R.P.C.T. (CALLED 884.1 ACRES) Z Z D 0 0 F- BROWN TRACT w cr < Q CL NEC CALVIN JACKSON SURVEY SCALE: 1" = 4000' SEC JD KYLE SURVEY SWC THOMAS TOBY SURVEY A-934 BEGGS TRACT MOST NORTHE LY NEC I&GNRR CO. SURVEY pWdi SECOND'TRACT VOL. 193, PG. 335 w ' D.R.P.C.T. ' (CALLED 2994.5 ACRES) /y WASTE 20 MANAGEMENT IH-30 ow NAZARIAN w Y TRACT ¢¢ Z_W _ LOST CREEK ?o MURRIN. -DEAN RANCH TRACT FIRST TRACT VOL. 193, PG. 335 D.R.P.C.T, (CALLED 3804.9 ACRES) MARKUM RANCH �TEXAS RAILROAD tTDI ARRS pmawwav ' IW.SN RANCH -LOOP 020 ?{ ,,1 T+ I I;--Fi 'k LAND USE SU'!,MY YcAn1ERFRiD ` I',,J `• -�, `c,:-_i77 OORIAL IxYO• I.-Al. r FDRr Tnt tt ..Qul.. qo vqo• a uio.Ifa�'•r i$CZ, ri It �•' 04 4 a 1 to io u•vlx°•1 ..1. At. EDO Inl,m mJ bmtvin151 LOCATION MAP un.rlm16TifuA of u. xmiixAC. {� r/� irmemlmic.ma bcle.rt., R�IIGN,FI BB Al. Q BUf 1635 . iI K. mlLlomlvrf.lr A5 /� \\ t6TAl PLTAIL• Im K. .11 Al. .'"1 AA .,� ,��• W51MSS/Rnoir[rrt ,f!K .� ".:.A� \ iu..•. ~'= IBt3I'S01mla. °ID AC. IB Al, ' ..r { a4 QQ' nl 6t]R11!!IT SOImS.f. U.OI �O• ../ ? NL'IC(ICILIT16RrtVrlii --!-I - --- r, �.0 TAiRl file (ACILIR. a An rinLfc(ulni°frurtnwR. i Snrs. n u. S y• aiir A. x.-'- •�~ orfN cP Al. v I�z ( z a xoo Ac.rA01 g� Al WEST POINT BLYIL..---- (� � i°ucicc.n La anoc I'InliK o..r. n5 u. 1 �1r I ALL 61�W PR[N'M�A6•Ali.—Al.5 lAaAx nloR•a•fln IK MIOANI aiB Al. 'i10 7-1ftfAl T AL 1, AD V � � RrllMl i aM mel lino mlr5 n5 Mmn anw° e»�'W m(RUIN ennin rM Uevelaprlr. Nae.fe(. .r 1 WEST p o n.ili.,eo lim.:i°:,ii a mrmainw.rfmi.>.rm. -_— 07NT 9L�(n m nm w P WIRim R oaAO e.mle.on.w m 1 I rY x.R PwPie P.r r'¢n Ihm tM U.S.C.nwr Btrewl. W I LEGAL D&SCRIPTION ^ � N A1K, NORnIS—C AMUNi TY CENTER-AID Ir CC a f r Z 1 / + EXISTING OLD F WEATHERFORD ROAD WOLD WEATHERFORD RD. sAC ✓ — m n,nmm°Urn.nnu R n r.n °n. m.n,n i r U 1 FLOODPLAIN OLD WEADINERFORD RD. % r I VALLEY COMMUNITY CENTER-DB � r s. C21 W I OO D9 �•"--�_ I '•*x /1.1.10 C9t S .1 y 1 1 1l 1 1: t '/ 1 COMPARK V\M \1 r J PARK C2] 'll /'• 15hE IAC�; 5 �_ �,S' MINOR IL PARKS>.ES JI IY i f � v 20 _ ttnl J r�t ;� A" Ip { t C p Z L X01) M y�7 FLOODPLAIt1 O3 1 LEGEND OVERLOOK CONIANNITY CENTER-IT RESIDENTIALE i CIk 1. I 5 n MULTIPLES.eI P.UIK�J2 ��u l•',i* _.—._— ( T C H �i NI%ED USE 'I.J �.-_.__ 15 AC ;'•JI YET� (>1H.1 [� RETAIL ® COMMUNITY CENTER L.!'"` ? ) ( 4 3 = m eUS(NESS/EIPtDYNENT .) '� Y• 7 PARK-LID Q SCR L SITES eta PURL IC FACILITIES/TRANSIT J _ AT TREATMENT FACILITY © OPEN SPACE/PARKS NI C J5 (�.Sl KG r 'ry7•� RUADWAY DUFFERS O SUN ACE KELL LOCATIONS (FUTURE OPEN SPACE, tit 1D Ac: I. 1 ® DAD HIGH-OF-WAY �' �.. ( Lz COIlCOpt Plan FCRY WORTH CITY LIMITS NS DENERAL NOTESa mie.Nm f. nl rmnm.,�I�.rN r hrrrNl. 4 XKIE .xi �M(ND ' T K1Q ,' ` W A L S H R A N C H AA Tarrant& Parker Counties Texas PKEP.1flEG BY:LOR iHHiB r�^I' w r.w aura�r R....r.rr re.In w W.nr ra r,rov.m• D1 ,..\ Kim L f. frrl ar.l�rm..uol.Ir. ®r ra en.eer RNn• I -.A. - j �Y '� ra M..ar o,.e.rn.,r nn,.+°.,l n,�v n,.m e+,a r.a.mrvm rhr..N Ir r � � •11 t ) —vAR,A- LT . -_® UTILT NESt ® _.. _loco North � 1; ��� . 1000 2000 1°.nin c w W�°wdl i'v�Ir• e.r 115, , �j pxClii C' O1MEii/DEVELOPER TRAFFIC ENGINEER t��m mr°Ilmrim b M e»ref In Wf'e o-N.w�Mb `V. ' '.� �rarlli Im 1» �r'eh..mi clrNw4N�r 1°�r' =m BIy M iei r°1a�n°'w.'�iey aS 2 f m5r5» r Inn n5•un-ro Imrn •'<,mirurlm mlw orN•Iw iin "?r r<+n en rrvrrxn •i• CIVIL ENGINEER LAND PLANKING narl�mmr m.ri.IN txnlh Laeilr�'n�1pi�t ii oe�~a' HILDRETiI HILLS,,COMUNi TY CENTER-KA +».e.a.R.ant r�, •TM �il�iii5 n,.ah a rr,e"r'nt.R,r »r»5»-rur ry nc,r n -rd na�emm:12411, 11 " � Exhibit C i9hite Settle r \ Road �eht\ e � 41pe'nt eyard IJ - - � ,I Fye PROPgS D '—— AFi atherford LIFT ST�TION I S� PHASE JB IG PHASE 4Uh5E" __ID l [ritc> Latel Highway 30 PHASE IVA /GRAVITY LINES PHASE IVB GRAVITY LINES J o I / `\. PHASE IvB FORCE MAIN 11 PHASE PJB PROPOSED LIFT STATION PHASE VI PROPOSED LIFT STATION WALSH RANCID Duna o Y V �}�] y Planners Engineers SANITARY SEWER EXHIBIT &M, d Associates,inn. Surveyors April 2003 Landscape Architects eniwvncmiur rKmrsa.nxi r..esairwuxiss r.�mrsu.rxr 9 Exhibit "D" r ' �y W bite Roatletnen\ d PB:ASE I WATER Ell i r iI =1r; lY SLAW 4je �'�I yard a I'� � � 1 EXISTING WESTLAND 0 -- ----� � jd iYeatherf TANK GROUND STORAGE or load I � � �j PHASE IryWATER . ` I IJ -'z' i(e�Highway 30 P �AT PHAS PHASE III ER I: i ^1 ' ~ WEST I E IV ELEVATED STO PHAS1A: �, G WESTS D V BOOSTER - PUA4P ATION ( _ _ I OVERLOOK.' \„ 02WAT� t'O w .\�\t � ^•.�.`, Via;° --__��f o � j PHASE H: PHASE iVA ' BOOSTER PUMP ELEVATED STATION STORAGE WAILSH RANCH Engineers Dunaway Planners WATER EXHIBIT suNayos Associates,Inc. Landscape Architects April 22, 2003 cn u.m.oam,w ioo rmvh.v,>xmo>rx:en�s...ai w,¢oi>wxazss rm ania.rar� Exhibit "E” ' )�+ a"F>' 1"c�l,x� � _.. � c.. ..�,• -,• :a�^'�1\ate;=''l_�•'"I�,CLC.•�1\�.S .�_ l� - —___.. cc t- Ir CL ,•JJ. +�I� ��• n t'� .. �/•. ��_ l -�• '1a `�: l., aattu O to I. LU to fill LL � �;i i f ., 1 it .1 f "f S:� I.. �y� ,:• -^-�,r, .!— _ � I• • •S.r (�f"`\li•;'['i � �J r i.,;U;' I�•if r.'F'� ' '/ '.' '. )��.; L� ','• 1�-. • .,�i �� ��. I _ •+ •Y I �,•�•••r.\��i.�o. .�•�`14� 1 It I •-_. '' � p - ••��. 1, . . i, � �/�' •, 1 •P-•fir.—���. ;.�'' s,,,_,�.J,.�•��_, _ � •,�--t— r i. NMI j •'i,:';„ ` I -� �`7\, °fit.- ( Z \���` ��• �C �' � "\�� 7//� . ;.,,-`l,-• ,_ .''III P. Uil �• anti � 1 - �.,, •.�:. . mss--- r '-� o� ,� / �,�•• Pte-•• •�.� r t. CITY SECRETARY. CONTRACT. Nn / WHEREAS, the City of Fort Worth and Howard Walsh mutually de— sire to enter into an agreement for the construction of certain water and sanitary sewer ,facilities outside the Fort Worth city limits, on property owned or controlled by F. Howard Walsh, which construction will coordinate with "construction of Interstate { Highway 20; and WHEREAS, Howard Walsh desires to convey certain real property to the City of'Fort Worth in consideration for the building of said water and sanitary sewer facilities; } NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: ' t That, for and in consideration' of mutual covenants, promises i c and agreements contained herein, the City. of Fort Worth, hereinafter ' z referred to as, "Cit } y," acting by and through David Ivory, it-s duly authorized Assistant City Manager, and Howard Walsh, hereinafter re- ferred to as "Owner," do hereby covenant and 'agree as, follows: Owner covenants and agrees to employ -a qualified engineer, acceptable to the' Cit to desi f' Y. gn and prepare construction plans for . water . and sanitary sewer service line crossings', according to standards 'of the Texas State Department . of Highways and Public i z Transportation and the City of Fort. Worth. Said plans and•"specifica— z tions shall be subject to the approval of the City of Fort Worth." 2,. - .. City covenants and ag"""tees to construct or cause to be con— , structed such water and sanitary sewer service line crossings a't (` Points along South Mart'''s Creek, as designated on. Exhibit "A, attached hereto and incorporated herein for all purposes incident to' this agreement. City shall not be liable for any damage done by its 4 employees, servants, agents 'or assigns. to' Owner's real or personal property during or as a result of the construction of said cross- ings. \ OFF U1. REC 61 _ iTY SECRETARY Exhibit „F.,,. i ;U. :WDRTH TEX. 3. In further considerat' for, the services to be performed by City under this contract, Owner covenants and agrees to convey to City, in fee simple, two tracts of land ih the' vicinity of the ` crossings, of approximately 1.43 acres and 0.52' acre, as designated and described -on Exhibits. "B" and "C" attached. An easement of 20 feet shall be reserved to City to provide access to each tract of land; provided, however;, that City shall not be liable for damage done by' its . employees; servants, agents or assigns to any real or personal property of Owner situated within the easement: 4 It, is the express intention, of, the parties hereto that the water' and sanitary sewer-service line crossings are being installed in anticipation of the eventual development of the (ad jacent). prop-, t erty for residential or commercial purposes and service of the area by the City of Fort Worth Water Department.. Therefore, Owner cove- naHts and agrees' that at no time after the execution of -this agree- ment shall the 'property be provided water or .sanitary sewer service by any entity, whether private or public, other %than the City of Fort Worth Water Department, without the express written consent of ' the City of Fort Worth. In the event' that an entity other than the }' .. City Of. Fort' Worth Water Department or its successors 'in interest provide"water, and sanitary sewer service to the property, Owrier' ccv- enants and agrees to reimburse City for any -and ail costs associated with the construction and maintenance of the crossings provided for 7 herein. 5 i City covenants and agrees that it shall not restrict the use of the parcels of land to be conveyed hereunder unless and until it begins construction of improvements to said land, at which time it E shall have the right to fence or otherwise separate its parcels from 1 the surrounding land: Owner agrees tb transfer title to the property to be conveyed under this agreement at the time of its execution. 7. Owner agrees to furnish City a policy of title insurance insur- ing City against title defects for the parcels of property to be conveyed under this agreement. Costs of the title policy shall be paid by Owner. The title policy .shall be issued by a reputable title compariy, acceptable to City—located in Fort Worth, •Tarrant County, 'Texas. The covenants", conditions and restrictions of this contract shall run with and bind the land and shall inure to the benefit of and be enforceable by, City and Owner and their heirs, success•ors and assigns. 9. This written instrument constitutes the entire agreement by the parties hereto concerning the work and -services to :be performed hereunder" and any prior or Contemporaneous; oral or written agree- ment which purports to vary from the terms hereof •hall be void. IN :WITNESS WHEREOF, ,`•the parties hereto have executed this agreement in Fort Worth, Tarrant County, Texas, this �/� day of . ,lg Z3 . ATTEST: CITY OF FORT WORTH City Secretary. By Assistant Cit Manager " A ROf/ED AS TO FORM AN LEGALITY: f i j City Attorney Date: 5 ATTEST- OWNER F. Howard Walsh A2PROVED BY CITY COUNCIL: - C1,cy secTeTax y _. PROPERTY DESCRIPTION BEING 1.43 ACRE TRACT OF LAND SITUATED IN THE JONATHAN BURLESON SURVEY, ABSTRACT NO. 78, TARRANT COUNTY, TEXAS, BEING A PORTION OF A 3,604.9 ACRE TRACT OF LAND CONVEYED TO FLEMING OIL COMPANY IN VOLUME 3265', •PAGE 75, DEED RECORDS, TARRANT COUNTY, TEXAS. 'COMMENCING AT A POINT IN THE NORTHERLY RIGHT-OF-WAY LINE OF THE PROPOSED INTER- STATE HIGHWAY N0:20 AS PER PROJECT NO.120-4 (105)422, SHEET 6, AND ALSO AS 'DE'SCRIBED BY DEED TO THE STATE OF TEXAS IN VOLUME 7423, PAGE 2073 SAID DEED RECORDS, SAID POINT BEING 255.00 FEET AT RIGHT ANGLE TO PROPOSED CENTERLINE ST/ITION, 212 + 06..40, SAID POINT ALSO BEING N 47"46'26" W, 232.72 FEET FROM THE BEGINNING OF A CURVE-TO LEFT; THENCE N 42"13'34" E, 559.85 FEET, LEAVING SAID RIGHT-OF-WAY TO A 5/BINCHIRON ROD,ALSO THE POINT OF BEGINNING OF THE HEREON DESCRIBED TRACT OF LAND; THINCE N 47"46'26" N, 250.00 FEET TO A 5/6 INCH IRON ROD; THENCE N 42"13'34" E, 250.00 FEET TO A 5/8 INCH IRON ROD; THENCE S 47"46'26" E, 250.00 FEET TO A 5/8 INCH IRON ROD; 1HI:NCC S 42•'13'34" W 25C.00 FEET TO THE POINT OF BEGINNING, CONIAINING I.431 . ACRES OF LAND, MORE OR LESS. \ Surve eddon,t '9roun ,Fc ,­unry 1989 I ` Michuid A Hart,R.P$.,Tu Reg No 31013 A. HART 30%3 .=Qi Sc.ee, EL X50• cc I D FtEminG O.c C ,�q y �'� hro o I 1 .1//• 3265 �.rqc 75 - "� c� trtifSal• E n.2. rG.T. J. BURLESON• / SURVEY AB-ST 78 O JcC IN - .. 2G •.R, . 4q'45 �� i . o o Sy,la°r ii • c'. / i. h \ IBIT B __ �•.•• \ J°b.No.oZg/BO2_ Gbrc:3-2�-B3 \\\ CARTER 6 BURGESS,INC. III Al-1.1 V1 PROPERTY DESCRIPTION ' i BEING 0.52 ACRES OF LAND SITUATED IN THE H.T. NU-647, PARKER COUNTY, TEXAS,,AND BEING A PORTION OF THAT CERTAIN 2. L B. RAILROAD COMPANY SURVEY, ABSTRACT ACRE TRAC1 OF LAND RECORDED IN VOLUME'193, PAGE 335-340, DEED RECORDS, PARKER COUNTY, TEXAS, SAID 0.52 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND HUUNDS AS tOLLOWS: . i BEGINNING AT A•POINT IN THE MOST 'EASTERLY WEST LINE OF SAID 2, LAND, SAID POINT ALSO BEING 'S,OI°12'DO" E, 1 0 974.08 ACRE TRACT OF kIGHl-O!-WAY LINE Of PRESENT INTERSTATE HIGHWAY 5209(TRACT FROM A POINT IN THE SOUTHERLY i VOLUME 1152, PAGE 1055, SAID DEED RECORDS, SAID POINT ALSO BEING S O1`12'DO" E, 1,104-77-.FEET FROM THE SOUTHWEST CORNER OF q ) AS DESCRIBED IN DEED t IN Of ED VOLUME 758, PAGE 166, SAID DEED RECORDS; 25.20 ACRE TRACT OF LAND AS DESCRIBED IMLNLE N $8•'48'00" E, 150.00 FEET TO A 5/8 INCH IRON ROD; THENCE S 01'•12'00" E, 150.00 _FEET TO A 5/8 INCH IRON ROD; THENCE S 88"48'00" W, 150.00 FEET TO A 5/8 INCH IRON ROD; ' THCNt.E N 01"12'00" W, 150.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0,52 nCRE* OF LAND, MORE OR LESS. CF m Surve ed on th c 4rau, Fcbrunryl9B�. eL A• NZRT D "chuel A.11ort,R.PS.?c., jq° �0 3673 ° �9• 3613 - Io55 I' ✓ c.�. S. ri is rf or, 2�Z� /.r(JD� �GfF " d urj t rf- Co .1 ,.. E � ;• _ - . ; c 1p _ vDcrr� �• ` SnY.z°o- Q6 17P� l Ndd- C c 05z /s.o° . Sri3�' 71J-re f`'CS,J"Z.�:o Q �•� 6�� - � i-• µiv EXHIBIT C b6 No.BF-41802 Dnt.:3-Z4 t483 . ice C-ARTF R G fIIJRGI SS 1w<-. EXHIBIT"G" DONATION DEED. STATE OF TEXAS COUNTY OF. KNOW ALL PERSONS BY THESE PRESENTS: THAT, subject to the conditions and limitations set forth below (the "Conditions"), WALSH RANCHES LIMITED PARTNERSHIP, a Texas limited partnership, and F. HOWARD WALSH,-JR. (collectively, "Grantor"), for and in consideration of the furtherance of Grantor's and Grantee's public purposes and other good and valuable consideration, the receipt and sufficiency of which are hereby ;acknowledged and .confessed; has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN,'SELL and CONVEY unto THE CITY OF FORT WORTH,TEXAS, a municipal corporation ("Grantee"), whose address for the purposes hereof is 1000 Throckmorton, Fort Worth, Texas 76102, Attn: City Manager, that certain tract or parcel of land located in County, Texas, and being more particularly described in Exhibit "A" attached hereto and. incorporated herein by this reference for all-purposes, together with all and singular the improvements, buildings, structures and fixtures located thereon or attached thereto (all of such land, improvements and property are collectively referred to herein as the "Propert y"); provided, however, that this conveyance is made and 'accepted subject to all those certain easements, covenants, restrictions and other matters of record in County, Texas, on the date hereof, to the extent'the same are valid and subsisting and affect the Property .(the "Permitted Exceptions"). This Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by Grantee subject to a reservation of minerals by Grantor as hereinafter set forth in this paragraph. Grantor hereby reserves and excepts out of this Deed and the conveyance hereinabove set forth all of Grantor's existing interest in and to any and all oil, gas and other minerals on, in or under the Property (the "Reserved Interest"). The Reserved Interest in and to the minerals shall (a) participate, in its proportionate share, in any and all payments due under.any oil, gas and mineral leases covering the Property, including, without limitation, payments of bonus, royalty, delay rentals and shut-in royalties, and (b) be subject to the terms, provisions and conditions of any presently existing oil, gas and mineral leases now or hereafter covering the Property or any portion thereof (hereinafter referred to as the "Oil . and Gas Lease"). Notwithstanding participation of the Reserved Interest in any payments due under any oil, gas and mineral lease, Grantor waives all right of ingress and egress upon the surface of the Property and further waives all right which Grantor may now or hereafter have*to use the surface of the Property in connection.with any operations for the exploration or production of oil,.gas or other minerals. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee,its successors and assigns forever, subject to the Conditions (as hereafter defined); and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the title to the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Property or any part thereof, by, through or under Grantor, but not otherwise; subject, however, to the Permitted Exceptions and the Conditions. This conveyance is made subject, however, to the following additional conditions and limitations (collectively, the "Conditions"): (i) The Property shall only be used for the construction, operation and maintenance of a in accordance with the Approved Development Plans (as hereinafter defined); and (ii) Grantee shall commence, or cause to be commenced, the development of a public (the "Project') on the Property in accordance with Grantee's standard specifications for a and the additional specifications on Exhibit B . attached hereto (such plans as may hereafter be prepared in accordance herewith and approved by Grantor and Grantee, with Grantor's approval not to be unreasonably withheld, being referred to as the "Approved Development Plans"); Grantee shall commence construction of the Project no later than the earlier to occur of(A) , 200 , or (B) (_) days after the date on which a building 'permit application is filed with respect to and shall diligently and continuously pursue completion, or cause the completion, of the Project as soon as practicable thereafter but in no event later than (_, days thereafter; and (iii) The Property shall only be used for the Project as specified in, and otherwise developed in accordance with the specifications set forth in, the Approved Development Plans; and - (iv) Grantee. shall obtain at no cost to Grantor all-permits, approvals, map revisions, and other authorizations from all applicable governmental authorities. and agencies as may be necessary or appropriate for the construction of the Project. (v) Grantee shall execute and deliver to Grantor, within ten(10) days after Grantor's request for same (or, if City Council approval is required, within thirty (30) days after Grantor's request for same), such certificates, documents and instruments as may be necessary, in the opinion of Grantor, to evidence, -affirm, and/or effect this conveyance or the donation effected hereby, including without limitation, a"Form 8283" or any other document required for the Internal Revenue Service or any other department or agency of the U.S. Government; and I � I (vii) Grantee shall accept, as the "fair market value" of the Property for donation and charitable purposes, the value determined by an independent real estate appraiser or other market professional engaged by Grantor; and (viii) [INSERT: other conditions as applicable] If Grantee fails to commence construction of the Project on or before or other date agreed to by Grantor and Grantee in writing, Grantee agrees that Grantor has a first right of refusal to purchase the Property from Grantee for Ten Dollars ($10.00). Grantee assumes, and agrees that Grantor shall have no liability or obligation to pay, taxes for and subsequent years in respect of the Property, unless Grantor exercises the first right of refusal to purchase the Property from Grantee. EXECUTED effective as of the day of , 20 WALSH RANCHES LIMITED PARTNERSHIP, a Texas limited partnership,by Walsh North.Star Company, a Texas corporation, General Partner By: _ G. Malcohn Louden, President F.HOWARD WALSH, JR. STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on ,.20_, by G.Malcolm Louden, President of Walsh North Star Company, a Texas corporation, General Partner of Walsh Ranches Limited Partnership, a Texas limited partnership, on behalf of said limited partnership Notary Public, State of Texas Printed Name: My Commission Expires: STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me on , 20_,by F. .Howard Walsh, Jr. Notary Public, State of Texas Printed Name: My Commission Expires: C:\d\sys\shared\walsh_family\23301_walshranch\020118 developers agt walsh ranch.wpd 7`��)�� �r 1"r:.GY +•r� n��' •';1`+` 1�.;-�rC�+�. �) l� t �_ 1, �� ,i _..__--_. //� r "i--�_ +' ,:•1 � � �, Wit. ,� ;\; � ( '�, ri-� i�� ' -^��`Pp/(o :�-• �', f� rr �V`�� it �+, , _- �.`� .L> .� LIJ LIJ 0. Q LIJ if ez "'i,�1"+ � �l,','•' ;�(r-\� '•1 _ -• � ..,_tom.=.,. � y _�-_ f. 'rQ �t s i l((, � ---/�,�i , + ) b mil' n � � •'�'� ";�::•7q'i ,..,m ' � (���� 7 .'}; :i. 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