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Corttract No
BONDS RANCH (NORTH)
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Agreement") is entered into by and
between the City of Fort Worth, a home -rule municipal corporation situated in Parker, Tarrant,
Johnson, Denton, and Wise Counties (the "City"), acting by and through its duly authorized Assistant
City Manager, and BRN Piedmont LLC, a Delaware limited liability company (the "Developer") on
(the "Effective Date"). The City and the Developer shall be considered singularly
as a "Party" or collectively as "Parties" to this Agreement. The City and the Developer shall be
considered singularly as a "Party" or collectively as "Parties" to this Agreement. The District, as
hereinafter described, shall be considered a "Party" following its limited joinder to this Agreement
pursuant to Chapter 791, Texas Local Government Code.
RECITALS
A. The City is a Texas home -rule municipality located within Parker, Tarrant, Denton,
Johnson, and Wise Counties; and
B. The Developer owns approximately 335 acres of land in Tarrant County, Texas (the
"County") in the City's extraterritorial jurisdiction ("ETJ"), as shown on Exhibit A-1 and
described in Exhibit A-2 attached to this Agreement (the "Land"); and
C. The Developer intends to develop the Land in the City's ETJ as a mixed -use master -
planned community (the "Project"); and
D. The water, sewer, drainage, roads, and other public infrastructure necessary for the Project
are not currently available; and
E. The Developer intends to petition the County to create a fresh water supply district to be
created under Article XVI, Section 59 of the Texas Constitution, and operated under
Chapters 49 and 53, Water Code, as amended (the "District") and to include the Land
within the District's boundaries for the purposes of financing water, sewer, and drainage
facilities and improvements; road facilities and improvements; and other public
infrastructure necessary for the Project; and
F. The Parties agree that a strategic partnership agreement authorized under Section 43.0751
of the Texas Local Government Code and attached to this Agreement in form and
substance as Exhibit C (the "Strategic Partnership Agreement") is intended to be entered
into by the District and the City; and
G. The City Council of the City adopted Resolution No. 6051-01-2025 (the "Consent
Resolution") consenting to the creation of the District; and
H. The Parties intend for the City to be the retail provider of water and sewer service to the
Land and the Developer agrees to construct certain facilities and improvements necessary
for the Project and the City's extensi water an�'sewer s; and
I. The Parties have the authority to enter into this Agreement pursuant to Section 212.172
of the Texas Local Government Code.
J. The Developer shall deliver a copy of this Agreement to the County following its execution
by the Parties.
AGREEMENT
NOW THEREFORE, in exchange for the commitments, covenants, and premises recited
herein, for which each Party agrees constitutes sufficient consideration therefore, the Parties agree to
the following terms:
ARTICLE I. DEFINED TERMS
Section 1.01 Defined Terms.
"Active Transportation Plan" means the Fort Worth Active Transportation Plan, dated April
2019.
"Assignee" means a successor to Developer as further described and defined in Section 9.02
of this Agreement.
"Bonds" mean any instrument, including a bond, note, or other type of obligation (1) issued
or incurred by an issuer under the issuer's borrowing power, and (2) represented by an instrument
issued in bearer or registration form or if not represented by an instrument, the transfer of which is
registered on books maintained for that purpose by or on behalf of the issuer. For the purposes of
Article VI, the term "Bonds" does not include refunding bonds.
"Conceptual Plan" means the preliminary master plan attached as Exhibit B to this
Agreement.
"Community Facilities Agreements Ordinance" means Ordinance No. 23656-05-2019,
adopted by the City Council of the City of Fort Worth, effective June 1, 2019, as amended by
Ordinance No. 25556-06-2022, effective as of June 15, 2022, as amended.
"District" means Tarrant County Fresh Water Supply District No. 2 created under Article
XVI, Section 59, Texas Constitution, and operating pursuant to County Order No. 144907, dated
March 18, 2025.
"Effective Date" means the date this Agreement is fully executed by the City and the
Developer.
"ETJ" means the unincorporated area that is contiguous to the corporate boundaries of a
municipality as determined under Chapter 42 of the Texas Local Government Code, presently
extending five miles from the City's corporate limits, excluding other incorporated municipalities and
their respective ETJs.
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I. The Parties have the authority to enter into this Agreement pursuant to Section 212.172
of the Texas Local Government Code.
J. The Developer shall deliver a copy of this Agreement to the County following its execution
by the Parties.
AGREEMENT
NOW THEREFORE, in exchange for the commitments, covenants, and premises recited
herein, for which each Party agrees constitutes sufficient consideration therefore, the Parties agree to
the following terms:
ARTICLE I. DEFINED TERMS
Section 1.01 Defined Terms.
"Active Transportation Plan" means the Fort Worth Active Transportation Plan, dated April
2019.
"Assignee" means a successor to Developer as further described and defined in Section 9.02
of this Agreement.
"Bonds" mean any instrument, including a bond, note, or other type of obligation (1) issued
or incurred by an issuer under the issuer's borrowing power, and (2) represented by an instrument
issued in bearer or registration form or if not represented by an instrument, the transfer of which is
registered on books maintained for that purpose by or on behalf of the issuer. For the purposes of
Article VI, the term "Bonds" does not include refunding bonds.
"Conceptual Plan" means the preliminary master plan attached as Exhibit B to this
Agreement.
"Community Facilities Agreements Ordinance" means Ordinance No. 23656-05-2019,
adopted by the City Council of the City of Fort Worth, effective June 1, 2019, as amended by
Ordinance No. 25556-06-2022, effective as of June 15, 2022, as amended.
"District" means Tarrant County Fresh Water Supply District No. 2 created under Article
XVI, Section 59, Texas Constitution, and operating pursuant to County Order No. 144907, dated
March 18, 2025.
"Effective Date" means the date this Agreement is fully executed by the City and the
Developer.
"ETJ" means the unincorporated area that is contiguous to the corporate boundaries of a
municipality as determined under Chapter 42 of the Texas Local Government Code, presently
extending five miles from the City's corporate limits, excluding other incorporated municipalities and
their respective ETJs.
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"Infrastructure" means water, sewer, road, and drainage facilities and improvements (together
with associated grading, landscaping, lighting and signage) constructed to serve the Land.
"Infrastructure Standards" mean the following City regulations in effect as of the Effective
Date, as may be amended thereafter, excepting any amendment from which the Project is exempt
pursuant to Chapter 245, Texas Local Government Code:
Water and Sewer:
1. Installation Policy and Design Criteria for Water, Wastewater and Reclaimed
Water Infrastructure, dated May 2019, and incorporated in the Subdivision
Ordinance;
2. Community Facilities Agreements Ordinance; and
3. Unit Price Ordinance, effective as of June 1, 2019, in Ordinance No. 23657-05-
2019.
Drainage:
Road:
Stormwater Criteria Manual, effective July 15, 2024, Ordinance No. 26963-06-2024, as
amended
1. Street design and construction standards set forth in the City's Transportation and
Engineering Manual, effective May 7, 2019
2. Master Thoroughfare Plan adopted on May 3, 2016, in Ordinance No. 22191-05-
2016, and as updated on November 10, 2020, in Ordinance No. 24524-11-2020;
3. Access Management Policy effective as of August 1, 2018 and adopted on June 5,
2018, in Ordinance No. 23225-06-2018; and
4. Collector Network Planning Policy effective as of August 1, 2018, through
amendment to the Subdivision Ordinance in Ordinance No. 23225-06-2018.
5. Pavement Design Manual adopted on January 29, 2015.
"Land" means those 335 acres, more or less, owned by the Developer, shown and described
in Exhibit A-1 and Exhibit A-2.
"Lot Owner" means any end -user or purchaser of a fully developed and improved lot within
the Land as such term is used in Section 212.172(o of the Texas Local Government Code.
"Park Dedication Policy" means the Neighborhood and Community Park Dedication Policy,
Ordinance No. 26597-11-2023 effective January 1, 2024, as amended.
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"Plan Review Fees" or "Fees" mean all application, review, engineering, inspection,
acceptance, administrative, and other fees imposed by the City related to the acceptance, review, or
processing of engineering or construction plans or to the inspection of improvements for construction
of Infrastructure, other than for Road Improvements and drainage facilities, with all such Fees
published, determined, and assessed in accordance with Section 212.906, Texas Local Government
Code.
"Road Improvements" mean those street, paving, grading, sidewalk, landscaping, and storm
water or related improvements serving the Land and the District and benefitting the public, designed
and constructed pursuant to this Agreement.
"Structures" mean permanent buildings designed for human occupancy.
"Sewer Infrastructure Improvements" means those certain sanitary sewer improvements and
associated improvements, facilities, and components serving the Land and the District and benefitting
the public, designed and constructed pursuant to this Agreement.
"Subdivision Ordinance" means Chapter 31 of the City's Code of Ordinances, as amended.
"TCEQ" means Texas Commission on Environmental Quality or any successor agency.
"Water Infrastructure Improvements" means those certain water improvements and
associated improvements, facilities, and components serving the Land and the District and benefitting
the public, designed and constructed pursuant to this Agreement.
"Zoning Ordinance" means Ordinance No. 21653, as amended, and as codified in Appendix
A of the City's Code of Ordinances.
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ARTICLE II. DEVELOPMENT REGULATIONS
Section 2.01 Governing Regulations. The Land will be developed in accordance with the following
regulations in effect as of the Effective Date and by amendments to the regulations in subsections (a),
(b) and (c) that may be adopted after the Effective Date (collectively, the "Governing Regulations").
The Developer does not waive any claims pursuant to Chapter 245, Texas Local Government Code,
and may challenge at any time any such amendment adopted by the City after the Effective Date.
(a) Subdivision Ordinance, codified as Chapter 31 of the City Code;
(b) Building, plumbing, electrical, mechanical, and fire codes (excluding section on gas well drilling
setbacks) adopted by the City and uniformly enforced within the City's corporate boundaries
and any local amendments to such codes that are uniformly enforced to similarly situated
developments within the City's incorporated boundaries;
(c) Infrastructure Standards;
(d) Sections 6.200-6.203 (Off-street Parking and Loading) of the Zoning Ordinance;
(e) Sections 6.300-6.301 (Landscaping and Buffers) of the Zoning Ordinance;
(0 Sections 6.400-6.415 (Signs) of the Zoning Ordinance;
(g) Section 6.507 (Single Family Residential Design Standards) of the Zoning Ordinance, except
for Section 6.507(d) (Infill house), which does not apply;
(h) Permitted Uses set forth in Section 2.02; and
(i) Final plats for portions of the Land that are approved by the City in accordance with the
Agreement.
Section 2.02 Permitted Uses. The Land will be developed in accordance with the following
permitted land uses:
(a) The residential parcels shown on the Conceptual Plan shall be developed in accordance with
the following sections of the Zoning Ordinance:
(i) Section 4.704, One -Family ("A-7-5") District;
(ii) Section 4.603, Residential District Use Table.
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(b) The non-residential parcels shown on the Conceptual Plan shall be developed in accordance
with the following sections of the Zoning Ordinance:
(i) Section 4.901, Neighborhood Commercial ("E") District; and
(ii) Section 4.803, Non -Residential District Use Table.
(c) Local streets shall be permitted in accordance with the Subdivision Ordinance.
(d) Lots in residential parcels developed in accordance with subsection 2.02(a), above, shall have
a minimum width of 60', and at least fifty percent (50%) of such lots shall have a minimum
width of 70'. Lot coverage maximum is expanded to sixty percent (60%).
Section 2.03 Variances. The City's Director of the Development Services Department may
administratively approve revisions to the regulations set forth in Section 2.02, including, but not
limited to, a request for (a) an increase in the height of structures of 5% or less; (b) a setback reduction
of 10% or less; (c) an increase in ground coverage by a structure of 5% or less; (d) a reduction in off-
street parking of 5% or less; (e) an increase in the number, height, or area of signs of 5% or less; and
(� an increase in outdoor storage or display area of 5% or less.
Parks. All parkland, open space, or amenities shown in the Conceptual Plan attached in Exhibit B
shall comply with the City's Park Dedication Policy and be dedicated to and maintained by the District
or a homeowner or property owners association until the full purpose annexation of the Land by the
City; provided, however, the final location of such areas may be subject to change based on
development. Floodplain shall be preserved as greenspace, regardless of its public or private character,
and Developer shall use reasonable efforts to develop and align walking trails to provide a general
connection to and between the designated school site described in Section 2.05 below, the
commercials areas generally shown in Exhibit B (the "Commercial Areas"). Developer shall further
work in good faith with adjacent developers and/or landowners to reasonably achieve east -to -west
public trail connectivity between the Project and adjacent projects in general accordance with the
City's Active Transportation Plan. For the purposes of this subsection, any change to the final location
of parkland, open space, amenities, or modifications of alignment to the walking trails, as shown in
the Conceptual Plan or as otherwise mutually agreed to by the Parties, that does not serve to increase
the overall density of the Project may be considered a "Minor Amendment" to this Agreement and
may be approved by the City's Assistant City Manager and will be documented by the execution of an
addendum to this Agreement by City and Developer that will be filed with the City Secretary.
Notwithstanding anything herein to the contrary, the Parties agree the dedication by the Developer of
a minimum of fifty (50) acres to the District or a homeowner or property owners association, as the
case may be, as generally shown in Exhibit B, shall constitute compliance with the City's Park
Dedication Policy donation and fees requirements, and no other park requirements or applicable fees
shall apply to the Project. Park improvements shall be constructed by the Developer in accordance
with the City's Park Dedication Policy and Park Facility Standards Manual, or as otherwise agreed to
by the City's Park and Recreation Department. Consistent with the City's Park Dedication Policy, a
final plat covering the Community Park, as generally shown in Exhibit B, may only be approved if
(a) the Community Park has been conveyed to the District; or (b) if Developer and City have entered
into a certain Park Dedication Agreement providing solely for delivery by Developer of a financial
guarantee in the form of a letter of credit, escrow agreement, or cash escrow satisfactory to the City
guaranteeing that Developer will dedicate the Community Park and construct Approved
Improvements (as that term is defined therein). The foregoing requirement shall not apply to the
HOA Park, as generally shown in Exhibit B, and should not be construed to apply to any other final
plats within the Project.
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Section 2.04 School and Emergency Service Site(s). The Developer shall work in good faith with
Northwest Independent School District to convey the area shown in Exhibit B to be used as a school
site. The school site shall be a minimum of fifteen (15) acres. The Developer shall further work in
good faith with Tarrant County Emergency Services District No. 1 and Eagle Mountain Fire and EMS,
as necessary, to convey the area shown in Exhibit B to be used as an emergency services site.
Section 2.05 Setbacks from Gas Wells. The Parties agree there shall be no residences, religious
institutions, schools, bleachers, grandstands, or playground equipment constructed within 300 feet of
the center of a gas well. Fire Code section 56.03 is not applicable. Such distance will be measured
from the well bore in a straight line to the closest exterior point of any of the foregoing structures.
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ARTICLE III. DEVELOPMENT PROCESS AND APPROVALS
Section 3.01 Jurisdiction. The City shall have jurisdiction over the review and approval of
preliminary and final plats, amending plats, replats, and minor replats, and approval of engineering
studies and plans for Infrastructure serving the Land in accordance with this Agreement.
Notwithstanding anything herein to the contrary, the County shall have the right to review and
approve preliminary and final plats, amending plats, replats, and minor replats and review Road
Improvements and drainage plans as part of the City -led platting and infrastructure review processes
pursuant to this Agreement. Plat review and approval shall be in accordance with the interlocal
agreement between the City and Tarrant County, Texas dated January 22, 2008, City Secretary
Contract Number 37081. The City shall comply with the plat review and approval procedures required
by Local Government Code Section 212.009, et seq.
Section 3.02 Pre -Development Conference. Upon request of the Developer, the Developer and
City staff from the Development Services Department, Water Department, Transportation and Public
Works Department, and other affected departments shall conduct a pre -development conference
prior to the submittal of each preliminary plat by Developer to the City. Such conferences shall include
discussion of the Project schedule and shall be conducted on the same terms and deadlines as similarly
situated projects within the City's corporate limits.
Section 3.03 Plat Approval. Subdivision of the Land or any portion thereof shall require plat
approvals by the City Plan Commission in accordance with the Subdivision Ordinance and Section
212.006, Local Government Code; provided, however, conveyance by metes and bounds of five acres
or greater of any portion of the Land to any person for the purpose of qualifying such person to be a
member of the board of supervisors of a District under Section 6.16 of this Agreement shall not be
considered a subdivision nor shall such conveyance or division trigger City platting or approval
requirements. The City Plan Commission's review of plats shall comply with plat review and approval
procedures required by Local Government Code, Section 212.009, et seq.
Section 3.04 Zo�n�. In the event of any conflict between this Agreement, the Zoning Ordinance,
or any subsequent amendment thereto adopted by the City, this Agreement shall prevail.
ARTICLE IV. INFRASTRUCTURE
Section 4.01 City's Service Area. The Parties agree the Land is currently situated within the City's
certificated service area under Certificate of Convenience and Necessity ("CCN") No. 12311, granted
to the City by the Public Utility Commission of Texas, obligating the City to provide continuous and
adequate water service to the customers in the Land under Section 13.250 of the Texas Water Code.
The Parties agree the Land is not currently situated in any retail utility provider's CCN for sewer
service.
Section 4.02 City Provision of Retail Water and Sewer Service. Upon completion by the Developer
and acceptance by the City of the Water Infrastructure Improvements and Sewer Infrastructure
Improvements, the City shall provide retail water and sewer service to the Land.
Section 4.03 Construction of Public Infrastructure. All Infrastructure shall be designed and
constructed in compliance with the applicable Infrastructure Standards. The Developer shall submit
a water and sewer study, a drainage study, and a transportation impact analysis for review and approval
by the City, which approval shall not be unreasonably withheld, conditioned, or delayed ("Approved
Infrastructure Studies" ).
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(a) Plan Review and Fees. Infrastructure construction shall not commence until (i) the Developer
obtains the Approved Infrastructure Studies; (ii) the plans and specifications have been
reviewed and accepted by the City in compliance with the Governing Regulations, with such
acceptance not being unreasonably delayed, conditioned or withheld; (iii) the applicable Plan
Review Fees have been paid; and (vi) in the case of the Water and Sewer Infrastructure
Improvements, a pre -construction conference has been held by the contractor hired to
construct such infrastructure, the District's engineer, and representatives of the City's Water
Department.
(b) Community Facilities Agreements. The Parties agree to execute Community Facilities
Agreements concerning Water and Sewer Infrastructure Improvements serving the Land in
accordance with the terms set forth in the Community Facilities Agreements Ordinance. Road
Improvements and drainage facilities serving the Land will be maintained by the District and
shall not be subject to the Community Facilities Agreements Ordinance or included in any
Community Facilities Agreements.
(c) OversizinV Requirements. The City may impose oversizing requirements on the Water
Infrastructure Improvements and Sewer Infrastructure Improvements beyond what is
necessary to serve the Land. If the City elects to impose such oversizing requirements to
Water and Sewer Infrastructure Improvements, the City shall reimburse the Developer in
accordance with state law and the methodology described in the Unit Price Ordinance. Such
amounts due to the Developer for the City's pro-rata portion of all oversizing costs shall be
reimbursed to Developer as monthly contractor pay requests are processed.
(d) Easements. Easement acquisition by the District shall only be authorized and limited to the
eminent domain authority given to conservation and reclamation districts created under
Section 59, Article XVI, Texas Constitution and operating pursuant to Section 53.150 and
Section 49.222 of the Texas Water Code. The Developer shall use reasonable efforts to acquire
offsite easements necessary for the construction and installation of the Offsite Water and
Sewer Infrastructure Improvements. If such efforts fail, the Developer shall notify the City
and provide the City with documentation demonstrating such commercially reasonable efforts.
If the City fails to initiate condemnation by ordering an appraisal within sixty (60) calendar
days after the date of receipt, the City's failure shall be considered authorization to the District
to commence condemnation proceedings.
Section 4.04 Water and Sewer Infrastructure
(a) Description. The District and Developer shall, jointly or severally, design and construct, or
cause to be designed and constructed Water and Sewer Infrastructure Improvements specified
under the Approved Infrastructure Studies to serve the Land.
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(b) Offsite Requirements. The District and Developer shall design and construct the Offsite
Water and Sewer Infrastructure Improvements that are expressly required under the Approved
Infrastructure Studies and at a minimum two points of connection to the larger water
distribution system which are required to be at least 8" in diameter or larger as required by the
Approved Infrastructure Studies with the City option to oversize to 16", with the extensions
required to be along Peden Rd and Bonds Ranch Rd, respectively. The City shall waive any
capacity fee, acreage fee, capital recovery fee, or reservation charge for all Water or Sewer
Infrastructure Improvements designed and constructed by the District or Developer. For the
planned water extensions along Cibolo Hills Parkway or Bonds Ranch Road, the City shall
participate in the costs of such extensions beyond the capacity and size of line necessary to
serve the Project. If certain developments do not participate in the construction of such water
line extensions, the Developer or the District agrees to initiate design and construction of such
extensions with the City's cost participation and, upon receipt of notice, the City agrees to
escrow within ninety (90) calendar days the total estimated costs of design and construction
of the water extensions and facilities, less the Project's proportionate share of costs determined
under the applicable Approved Infrastructure Study (the "Project Account"). Upon approval
of invoices by the City, the Developer or District may draw upon the Project Account to
satisfy invoices and pay applications received by the Developer or District during the design
and construction process. The Developer or District shall send the City any change orders
for review and approval, which approval shall not be unreasonably withheld, conditioned, or
delayed. The Developer or District shall maintain all records of payments, invoices, and other
project documentation to provide to the City upon request. At completion, the Parties agree
to perform a reconciliation to ensure the Developer or District is fully compensated for any
oversizing and carry costs incurred to perform and complete the foregoing water extensions
and facilities.
(c) Regional Water and Sewer Facilities. The City commits to design and construct or cause the
design and construction of certain regional water and sewer facilities and lines necessary to
expand and extend the City's water and sewer systems to serve the Land and adjacent
developments (the "Regional Facilities"). The Regional Facilities include without limitation
(i) a 24" NSIV regional water main connecting Eagle Mount Water Treatment Plant to Crump
Elevated Storage Tank; (ii) a 54" NSIII regional water main connecting Eagle Mountain Water
Treatment Plant to an approximate location east of US Highway 287, near the intersection of
Blue Mound and the planned Wagley Robertson arterial road; and (iii) a regional lift station to
be known as Bonds Ranch "B" lift station and force main. The City anticipates completion
of Regional Facilities to occur in 2028 contingent upon the City's successful acquisition of
necessary easements and land interests necessary to construction the Regional Facilities. In
the event an item is placed on the City Council's agenda and the City Council votes to not
authorize the City to condemn any of the foregoing easements or interests, such vote shall
constitute authorization to the District to initiate condemnation of the subject easements or
interests necessary to complete the Regional Facilities to serve the District and benefit the
public.
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(d) Pro-Rata Participation in Regional Facilities. The Developer agrees to contribute to the City
an amount equal to the Project's proportionate share in the Regional Facilities as such
proportionate share may be allocated under the Approved Infrastructure Studies and
calculated pursuant to the Governing Regulations, which shall be in the form of per acre or
capacity charges or as normally calculated and assessed pursuant to City ordinance; provided,
however, in no event shall Project's proportionate share in the form of per acre or capacity
charges be paid prior to the plat approval of the applicable Project phases or phases served by
such Regional Facilities.
(e) Plan Review. The Developer shall submit plans and specifications for Water Infrastructure
Improvements and Sewer Infrastructure Improvements to serve the Land for City review and
approval. All applicable Plan Review Fees shall be assessed in accordance with Chapter
212.906 of the Texas Local Government Code.
(f) Citw Access. Any duly authorized City employee shall be granted access to the Land for the
purpose of inspection and testing of the Water Infrastructure Improvements and Sewer
Infrastructure Improvements.
(g) Inspections. The City, through staff or third -party inspectors, shall perform all inspections
and testing of the Water Infrastructure Improvements and Sewer Infrastructure
Improvements from time to time as such infrastructure is constructed. The City shall
cooperate with the District to provide inspection reports as needed to satisfy applicable TCEQ
requirements. All applicable Fees shall be assessed in accordance with Chapter 212.906, Texas
Local Government Code.
(h) Final Inspection. The Developer or the District shall notify the City when the Water
Infrastructure Improvements and Sewer Infrastructure Improvements, or any portion thereof,
are substantially complete and ready for final inspection. If the City concurs that the
construction of such infrastructure is substantially complete, the City shall schedule a final
inspection within thirty (30) days. Following such final inspection and correction of any punch
Est items, the City shall provide written certification that the Water Infrastructure
Improvements and Sewer Infrastructure Improvements have been constructed in compliance
with City Infrastructure Standards. The City shall issue a letter to the Developer and the
District approving the applicable Water Infrastructure Improvements or Sewer Infrastructure
Improvements within fifteen (15) days after providing its written certification of compliance.
(i) Transfer of Ownership. Operation and Maintenance of Water and Sewer Infrastructure.
Within thirty (30) days of City approval, which shall not be unreasonably withheld,
conditioned, or delayed, the Developer or the District shall dedicate and otherwise convey to
the City any ownership interest in and to such approved Water Infrastructure Improvements
and Sewer Infrastructure Improvements, along with all appurtenant easements and rights of
way required for the access, maintenance, and operation by the City of such approved Water
Infrastructure Improvements and Sewer Infrastructure Improvements.
(j) As-Builts. The Developer or the District shall cause its contractor(s) to deliver as -built
drawings to the City of all approved Water Infrastructure Improvements and Sewer
Infrastructure Improvements within thirty (30) days of final inspection.
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Section 4.05 Drainage and Road Infrastructure
(a) Description. The District and Developer shall, jointly or severally, design and construct, or
cause to be designed and constructed the road improvements shown generally in Exhibit B,
as may be amended from time to time to reflect changes in the Conceptual Plan (the "Road
Improvements"). The Developer acknowledges and agrees to obtain a TIA to determine the
proportionate impact of the Project on traffic patterns and agrees to be responsible for any
rough proportionate share requirements allocated to the Project as identified therein. The
Developer and District further acknowledge and agree to design and construct, or cause to be .
designed and constructed, the southern two lanes of Peden Road, the northern two lanes of
Bonds Ranch Road, and four lanes for Fleming Ranch Road, as generally shown on Exhibit
B; provided, however, the Parties agree the Project's rough proportional share as may be
determined under the TIA shall only include road facilities situated within and adjacent to the
Land. With the narrow exception of subsection 6.01(c), the Parties agree that the City shall
not assess Transportation Impact Fees on the Project and neither the Developer nor the
District shall be responsible for paying Transportation Impact Fees.
(b) Rights -of -way. The Developer shall dedicate all rights -of -way within and adjacent to the Land
as necessary for construction of the Road Improvements. Dedication of such rights -of -way
shall specifically include the dedication of rights -of -way within the northern and southern
boundaries of the Land to allow for the expansion of Bonds Ranch Road and Peden Road
consistent with the City's Master Thoroughfare Plan and dedication of right-of-way within the
Land for Fleming Ranch Road.
(c) Plan Review. The Developer shall submit plans and specifications for Road Improvements
and associated drainage infrastructure for City review and approval in accordance with the
Infrastructure Standards. All applicable Plan Review Fees shall be assessed in accordance with
Chapter 212.906 of the Texas Local Government Code.
(d) City Access. Any duly authorized City employee shall be granted access to the Land for the
purpose of inspection and testing of the Road Improvements and associated drainage
infrastructure.
(e) Inspections. The Developer or District shall hire an inspection firm to perform inspections
and testing of the Road Improvements and drainage facilities. The City, through staff or third -
party inspectors, may perform inspection and testing of the Road Improvements and drainage
facilities from time to time as such infrastructure is constructed. The City shall notify
Developer and the District, as the case may be, at least 48 hours in advance of each inspection
to enable the District's engineers to be present during the inspections. The City shall
cooperate with the District to provide inspection reports as needed to satisfy applicable TCEQ
requirements with respect to any drainage component associated with the Road
Improvements. The City shall provide inspections for Bonds Ranch Road assess standard
inspection fees to the Developer.
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(f) Dedication. The Developer shall dedicate to the District for maintenance all onsite Road
Improvements and related drainage infrastructure along with all appurtenant easements and
rights -of -way within thirty (30) days of completion. The District shall maintain such Road
Improvements, drainage infrastructure, and parks and open space areas that are dedicated for
the use of the public until full purpose annexation by the City occurs. Prior to annexation by
the City, the District will provide an evaluation by a Professional Engineer certifying that all
public improvements, excluding water and sewer improvements, are in good working
condition and will not be reasonably foreseen to require major repairs, major rehabilitation, or
reconstruction within five years following full purpose annexation.
(g) FEMA Flood Plain Administrator. The City shall serve as the Flood Plain Administrator for
the Land.
Section 4.06 Amendments to Approved Infrastructure Studies. The Approved Infrastructure
Studies referenced herein may be updated upon initial City approval or from time to time to reflect
changes in the Conceptual Plan or the Project. The Developer or District may submit such amended
studies to the City, which shall approve without unreasonable delay.
ARTICLE V. FEES
Section 5.01 Development Fees. Development of the Land under this Agreement shall be subject
to the payment of fees and charges for services performed by the City in accordance with this
Agreement and the City's fee schedule in effect at the time the fees are collected by the City, which
shall be limited to the following:
(a) Fees and charges for City preliminary and final plat review and approval.
(b) Fees and charges for review of public infrastructure construction plans, and review and
inspection of Water Infrastructure Improvements and Sewer Infrastructure Improvements, as
applicable, in accordance with Chapter 212.906 of the Texas Local Government Code. Fees
for inspection and testing of the Bonds Ranch Road Improvements and associated drainage
facilities for Bonds Ranch Road Improvements. Fees and charges for any other improvements
shall not be assessed by the City on the Developer or District unless agreed to be by the City
and the Developer or District.
(c) Fees and charges for issuance of building permits and building inspections.
(d) Fees assessed for Community Facilities Agreements in accordance with the Community
Facilities Agreements Ordinance and Section 2-321 of the City Code.
(e) Fees in connection with any easements, encroachment agreements, or studies necessary for a
plat.
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Section 5.02 Impact Fees. The City may assess and collect water and sewer impact fees, and other
fees and charges adopted by the City. No other capital recovery fees for water and sewer
infrastructure; transportation impact fees, subject to Article VI; or road capital recovery fees shall be
applicable to the Land. The Parties agree that any fee collected under this Section 5.02 shall constitute
payment for (i) the estimated and reasonable pro-rata costs incurred by the City to develop, expand,
and improve the City's water supply and distribution system and the City's sewage collection and
treatment system to serve the Land; or (ii) the estimated cost incurred by the City to reserve a
contractual capacity right for the benefit of the Land and its Lot Owners in each of the City's water
and sewer systems.
Section 5.03 Tap Fees. Tap or service connection fees for water or sewer service provided to Lot
Owners within the Land shall be the same as if the services are provided within the City's corporate
limits.
Section 5.04 District Fees. Developer shall reimburse the City for its costs incurred in connection
to the City's consent to formation of the District and the negotiation and preparation of the consent
resolution, consent agreement, development agreement, strategic partnership agreement, and related
documents.
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ARTICLE VI. ANNEXATION AND DISTRICT MATTERS
Section 6.01 Annexation, Strategic Partnership Agreement. The City and the District shall execute
and adopt a certain strategic partnership agreement pursuant to Texas Local Government Code,
Section 43.0751, substantially in the form of the attached Exhibit C (the "Strategic Partnership
Agreement"). The terms and conditions of the Strategic Partnership Agreement shall govern full
purpose annexation by the City of the Land within the District and other such matters, including full
purpose annexation of Commercial Areas. Except for the Commercial Areas shown in Exhibit B,
and such other areas within the Land which may be designated as Commercial Areas from time to
time based on development, the City shall not fully annex the Land within District until all of the
following conditions have been satisfied, and shall thereafter be authorized, but not required, to fully
annex the District for any purpose:
(a) One hundred percent (100%) of the acreage within the District has been substantially
developed; and
(b) The Developer, and its successors and assigns, has been fully reimbursed by the. District to
the maximum extent permitted by the rules of the Commission or other applicable law for all
eligible development and construction costs.
(c) Notwithstanding anything herein to the contrary, the City may annex for full purposes the
Commercial Areas preliminarily shown on Exhibit B upon recordation of a final plat including
any such Commercial Areas. The Developer agrees to petition the City for annexation of such
Commercial Areas at or within thirty (30) business days of recordation of such final plat, but
in no event later than the commencement of construction in the platted Commercial Areas.
The City may assess Transportation Impact Fees at the time of full purposes annexation of
such Commercial Areas or any remaining portion of the Land at the time of full purpose
annexation by the City but shall waive collection of Transportation Impact Fees until the
expiration of one (1) year following full purpose annexation.
Until such a time as the Strategic Partnership Agreement takes effect, the City agrees the Land
shall remain in the City's extraterritorial jurisdiction and shall be immune from full purpose annexation
and in no event shall full purpose annexation proceedings take place during the term of this Agreement
except as otherwise provided herein. Further, while the Parties acknowledge the inapplicability of
Subchapter D, Chapter 42, Texas Local Government Code, on areas subject to strategic partnership
agreements, the Developer herein agrees, and is bound hereby, from petitioning for release of the
Land or any portion thereof from the City's ETJ. A notice shall be provided at any closing or
conveyance of the Land or any portion thereof to any Lot Owner or other subsequent purchaser,
notifying such parties of the City's ability to annex the Land and the District's adoption of the Strategic
Partnership Agreement, restricting the removal of the Land or any portion thereof from the City's
ETJ.
Section 6.02 No Incorporation. No Other Special Districts. The District and the Developer
covenant and agree that neither the District nor the Developer shall initiate, seek, or support any effort
to incorporate the Land or any part thereof or sign, join in, associate with, or direct to be signed any
petition seeking to incorporate the Land or seeking to include the Land, within the boundaries of any
other special district, governmental assessment jurisdiction, other municipality, or any other
incorporated governmental entity other than the City.
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Section 6.03 Annexation of other Portions of Property: Annexations of Property outside District's
boundaries. Aside from the full purpose annexation of Commercial Areas within the Land as
referenced in Section 6.01, above, the Parties further agree to cooperate as necessary before the
expiration of the term of the Strategic Partnership Agreement for the City's full purpose annexation
of one or more areas within the District, each of which may not exceed 525 feet in width at its widest
point or such other width limitation subsequently imposed by law, as reasonably necessary for the City
to connect areas to the City that are outside the District and that the City intends to annex in the
foreseeable future. Annexations of land outside the proposed District's boundaries described in
Exhibit A-1 shall not be permitted unless first consented to by the City through resolution and
approved by the County. Upon annexation any additional land included in the District's boundaries
shall be subject to the terms and conditions of this Agreement.
Section 6.04 District Supervisors. District. City. and County Meetings. Upon City consent, the
Parties understand the Developer intends to request the County to create the District by county order.
In Developer's petition for creation to the County, Developer shall request the County to appoint two
(2) persons to serve on the District's initial board of supervisors. Such persons shall continue to serve
on the District's board of supervisors until they resign or become unqualified, whereupon the County
will have the right to appoint replacements to serve on each or both vacant positions. The County
will have the continuing right to appoint replacements to fill vacancies arising from the two (2) board
positions until all the Land within the District is annexed for full purposes by the City. The Developer
and District shall further cause, and the City may in its sole discretion participate in, the following
joint meetings relating to District Infrastructure and operations: (a) a semi-annual Infrastructure
planning meeting, held each year in January and July to coordinate and discuss anticipated
Infrastructure projects to serve the District; and (b) an annual public meeting, held between the
Tarrant County Commissioners Court and the District's Board of Supervisors, where the District
presents completed and anticipated Infrastructure development in the preceding and following years,
and a financial summary for the District.
Section 6.05 District Agendas. The District shall cause the City to be provided with agendas of all
District Board of Supervisors meetings and the District shall ensure the District agendas are posted in
compliance with Chapter 552 of the Texas Government Code (Texas Public Information Act), and that
all District Board of Supervisors meetings comply with Chapter 551 of the Texas Government Code
(Texas Open Meetings Ae.
Section 6.06 Authorized Purposes for Bond Issuance. The District may issue bonds for any
purpose authorized by law without prior approval by the City, including the following:
(a) Purchase, construction, acquisition, repair, extension and improvement of land, easements,
works, improvements, facilities, plants, equipment, and appliances necessary:
(i) To provide a water supply for the District for municipal, domestic, commercial and industrial
uses; and
(ii) To collect, transport, process, treat, dispose of, and control all domestic, commercial,
industrial or communal wastes from the District, whether in fluid, solid or composite state;
and
(iii) To gather, conduct, divert and control local storm water or other local harmful excesses of
water in the District; and
(iv) For roads or improvements in aid of roads as authorized by Section 53.029, Texas Water
Code, and Article III, Section 52, Texas Constitution; and
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(v) Subject to TCEQ approval of a plan in accordance with Section 49.251, Texas Water Code,
to establish, operate, and maintain an adequate system and water supply for fire -fighting
purposes.
(b) Payment of creation expenses, organization expenses, initial operation expenses, cost of
issuance, interest during construction, capitalized interest and similar expenses typically
incurred by fresh water supply districts in the issuance of bonds such as the Bonds, including
issuance, administrative, insurance and regulatory expenses related to issuance of any Bonds,
the land, easements, works, improvements, facilities, plants, equipment, and appliances being
financed by the Bonds,
(c) All such other costs and expenses permitted by the rules of the TCEQ or applicable law; and
(d) Refunding of any outstanding Bonds of the District for a debt service savings; provided,
however, that any such refunding Bonds satisfy the requirements of this Agreement.
Section 6.07 Bond and Reporting Reo, },&ements.
(a) The Parties agree that the following requirements apply to the Bonds that will be issued by the
District, provided such requirements do not generally render the Bonds unmarketable:
(i) Maximum maturity of 25 years for any one series of Bonds;
(ii) Interest rate on the Bonds does not exceed 2% above the highest average interest
rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the
one -month period next preceding the date notice of the sale of Bonds;
(iii) The Bonds shall expressly provide that the District shall reserve the right to
redeem bonds at any time subsequent to the tenth (10th) anniversary of the date
of issuance, without premium. No variable rate bonds shall be issued by a district
without City approval; and
(iv) Any refunding bonds of the District must provide for a minimum of 3% present
value savings and that the latest maturity of the refunding bonds may not extend
beyond the latest maturity of the refunded bonds unless approved by the City.
(b) The District shall adopt a post -issuance compliance policy and continuing disclosure policy
on or before the issuance of Bonds and shall cause to be provided to the City copies of any
material event notices filed under applicable federal securities laws or regulations.
Section 6.08 Bond Issuance Tnformation.
(a) The Parties agree that not less than sixty (60) days before the issuance of Bonds the following
shall occur:
(i) the District's authorized representatives shall hold a meeting with the City's authorized
representatives upon request of the City;
(ii) the District shall deliver to the City Secretary, City Manager, and Director of the
Development Department notice as to the amount of Bonds being proposed for issuance;
the projects to be funded by said Bonds; and the proposed debt service tax rate after issuance
of the Bonds;
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(iii) the District's financial advisor shall certify in writing that the Bonds are being issued within
the existing economic feasibility guidelines established by the TCEQ for districts issuing
bonds for water, sewer or drainage facilities in the county in which the district is located and
shall cause the certification to be delivered to the City Secretary, City Manager, and Director
of the Development Department; and
(iv) to the extent available, the District shall provide, and the City shall have an opportunity to
review and comment upon, the following materials associated with the Bond issuance:
Preliminary- Official Statement; Maturity Schedule; Cash Flow Schedule; Draft resolution;
and TCEQ application (if applicable).
(b) If the District is not required to obtain TCEQ approval of the issuance of the bonds (other
than refunding bonds), the District shall deliver such notice to the City Secretary, the City
Manager and the Director of the Development Department at least 60 days prior to issuing
such bonds.
(c) Within 30 days after the District closes the sale of a series of bonds, the District shall deliver
to the City Secretary, the City Manager and the Director of the Development Department a
copy of the final official statement for such series of bonds. If the City requests additional
information regarding such issuance of bonds, the District shall promptly provide such
information at no cost to City.
Section 6.09 Bond Approval. Subject to satisfaction of the above requirements relating to the
District's Bonds, the City hereby approves and authorizes the District to issue Bonds to finance and
reimburse all costs, fees, advances, and expenses associated with the District's authorized purposes
for Bond issuances in Section 6.06 of this Agreement to the maximum extent authorized under law.
Section 6.10 City Exemption. The District agrees that the City shall be exempt from, and will not
be assessed, any District fees or taxes.
Section 6.11 Reimbursement of City Expenses. The District, or Developer on behalf of the District,
shall pay the City's costs, fees and expenses directly associated with the negotiation, drafting and
preparation of this Agreement and the Strategic Partnership Agreement. The costs, fees and expenses
as specified in this Section 6.11 shall be paid in full to the City within thirty (30) days of receipt of a
statement regarding same from the City. Without limiting the City's right to seek an award of
attorneys' fees, this section does not apply to costs, fees or expenses incurred as a result of litigation.
Section 6.12 Annexation Notice. Following its organization, the District shall cause the filing in
the real property records of Tarrant County of a notice stating the City has authority to annex for full -
purposes the Land in accordance with Chapter 49.4521 of the Texas Water Code.
Section 6.12.1 Consent to Annexation. Developer and all future developer successors and
assign and all future Lot Owners of all or any portion of the Land irrevocably and
unconditionally consent to the full purpose annexation of the Land into the corporate
limits of the City in accordance with this Agreement (subject to Section 6.02) and the
Strategic Partnership Agreement and waive all objections and protests to such annexation.
This Agreement shall serve as the petition of Developer, all future Developer successor and
assigns and all future Lot Owners to full purpose annexation of the Property in accordance
with this Agreement
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Section 6.13 District Tax Rate. The District's financial advisor shall endeavor to maintain and
recommend a District debt service structure to ensure the District's tax rate is maintained at a rate
annually of $1.00 per $100 of assessed value on all taxable property within the District's boundaries,
or the highest allowed under state law, whichever is less, until the City annexes all Land within the
District, which may occur in the City's sole discretion upon or after the expiration of the term specified
herein and in the Strategic Partnership Agreement. Upon setting the District tax rate, the District
shall cause a copy of the pertinent order or other action setting an ad valorem tax rate to be provided
to the City Secretary, the City Manager, and the Director of the Development Services Department
within 30 days of District adoption of the tax rate for that tax year. The District's financial advisor
and bookkeeper shall endeavor to maintain District reserves sufficient for funding maintenance of the
Infrastructure and a capital replacement reserve restricted for the City's use after the City's annexation
of all Land within the District.
Section 6.14 District Annual Audit. Once the District is required to have annual audits performed
and filed under the Texas Water Code, the District shall cause a copy of its annual audit to be provided
to the City Secretary, the City Manager, and the Director of the Development Services Department
within 30 days of District approval.
Section 6.15 Emergenc�v Services Afreement(s). Once the District has sufficient revenues for such
purposes and not otherwise necessary for the satisfaction of the District's primary functions or
obligations, the District shall enter into one or more interlocal agreements with Tarrant County
concerning supplemental police, emergency, or fire -fighting services provided by the Tarrant County.
Section 6.16 District Director Lot and Temporary Structures. The conveyance, from time to time,
by metes and bounds of five acres or greater of any portion of the Land to any person for the purpose
of qualifying such person to be a member of the Board of Supervisors of the District shall not be
considered a subdivision of land requiring a plat or otherwise requiring the approval of the City. No
structure shall be vertically constructed on any property conveyed for such purpose unless and until a
final plat of such portion has been approved by the City in accordance with this Agreement.
Notwithstanding the foregoing, manufactured housing or other temporary forms of housing and
structures may be placed within the District for use in connection with the District's confirmation
election and for construction and sales office purposes. Such temporary housing and structures may
be located on any site within the District for such purposes regardless of whether the land has been
subdivided in accordance with this Agreement. No permits shall be required from the City relating to
the construction, placement, or use of such structures within the District.
Section 6.17 Infrastructure Maintenance: Engineer's Certificate Prior to Annexation. Prior to full
purpose annexation by the City, the District shall maintain in good working order and in accordance
with accepted standards all District Infrastructure to be conveyed or otherwise dedicated to the City
at full purpose annexation. The District shall engage a licensed professional engineer to provide a
certificate to the City that all District Infrastructure to be conveyed or otherwise dedicated to the City
at full purpose annexation, which shall solely include a certification that District Road Improvements,
drainage facilities, and park improvements, are in good condition and will not reasonably be expected
to require major repairs, major rehabilitation, or full reconstruction within the five-year period
following full purpose annexation.
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ARTICLE VII. TERM OF AGREEMENT
This Agreement is authorized under Section 212.172 of the Texas Local Government Code.
This Agreement will terminate on the later to occur of: (a) thirty-five (35) years from the Effective
Date; or (b) full purpose annexation of the Property pursuant to Section 6.02. The term of this
Agreement shall not be affected by the annexations permitted by Section 6.03 of this Agreement or
by of any commercial property pursuant to the Strategic Partnership Agreement.
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ARTICLE VIII. DEFAULT AND REMEDIES
Section 8.01 Default Notice. If a Party commits a material breach of this Agreement, the non -
breaching Party shall give notice of default (the "Default Notice") to the breaching Party describing
the breach with reasonably specificity and detail.
Section 8.02 Cure. Within 14 days of receipt of the Default Notice, the breaching -Party shall
commence commercially reasonable efforts to cure such breach described in the Default Notice. If
the breach is not reasonably curable within 14 days of receipt of the Default Notice (the "Cure
Period"), the breaching Party shall deliver a plan for curing the breach and a timeline for the cure to
the non -breaching Party, and the non -breaching Party shall not bring any action during the Cure
Period so long as the breaching Party has made diligent efforts to cure the default during the Cure
Period.
Section 8.03 Remedy. If the breaching Party does not substantially cure the beach within the Cure
Period or fails to make diligent efforts to cure the default if the breach is not reasonably curable within
the Cure Period, the non -breaching Party may, in its sole discretion, seek any relief available at law or
in equity including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific
performance, mandamus relief and injunctive relief; provided, however, that the non -breaching Party
shall not be entitled to monetary damages or to terminate this Agreement, and each Party specifically
waives any right such Party has or in the future may have to terminate this Agreement. It is understood
and agreed that no Party will seek or recover actual, consequential or any other type of monetary
damages or awards, including but not limited to attorney's fees, in the event that any Party brings suit
under or related to this Agreement.
Section 8.04 Waiver of Governmental Immunity. It is understood that by execution of this
Agreement the City does not waiver or surrender any of its governmental powers, immunities or rights,
except as specifically waived pursuant to this section. The City waives it governmental and sovereign
immunity from suit and liability as to any action brought by a Party to pursue the remedies available
under this Agreement and only to the extent necessary to pursue such remedies. Nothing in this
Section 8.04, however, shall waive the City's governmental and sovereign immunity to suits brought
by persons or entities not a Party or Assignee to this Agreement.
ARTICLE IX. ADDITIONAL PROVISIONS
Section 9.01 Notice. Any notices, certifications, approvals, District agendas and bond information,
or other communications required under this Agreement (a "Notice") shall be provided in writing to
the Party to be notified at the address and shall be deemed provided (i) when the Notice is delivered
to the person whose attention the Notice is addressed; (ii) when received if the Notice is certified
mailed, return receipt requested and postage prepaid; and (iii) when the Notice is delivered by a
nationally recognized courier service with evidence of delivery signed by any person at the delivery
address. If any date provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the
period for providing notice shall be extended to the first following business day.
For the purpose of giving any Notice, the addresses of the Parties are set forth below, which may be
changed as provided in this Section 9.01:
To the City: City of Fort Worth, Texas
100 Fort Worth Trail
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Fort Worth, Texas 76102
Attn: City Manager
Copy to: City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
To Developer: BRN Piedmont, LLC,
c/o PMB Advisors, LLC
4001 Maple Avenue, Suite 270
Dallas, Texas 75219
Attn: Matt Mildren
Copy to: Allen Boone Humphries Robinson, LLP
4514 Cole Avenue, Suite 1450
Dallas, Texas 75205
Attn: Stephen Robinson
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Section 9.02 ASS1Pnment.
(a) By Developer to the District. Developer may assign this Agreement, in whole or in part, and
including any duty, obligation, right, title, or interest in, to, and under this Agreement to the
District. Each assignment must be recorded in the real property records of Tarrant County
and a copy provided to the City within 15 days of execution, whereupon the City agrees to
look solely to the District for the performance of any duty or obligation assigned to the District
and the Developer shall thereupon be release from performing any assigned obligations and
from any liability resulting from the District's failure to performed the assigned obligations;
provided, however, the Developer shall not be released until the City receives notice of such
assignment or be released from any liability resulting from an act or omission by the Developer
that occurred prior to the effective date of the assignment unless the City approves the release
in writing. The District shall be an Assignee under this Agreement upon its approval and
assumption of such assignment.
(b) By Developer to Successor Developers. Developer may assign this Agreement, in whole and
in part, including any duty, obligation, right, tide, or interest in, to, and under this Agreement
to another developer, owner, or earnest money purchaser of any portion of the Property, and,
after such approval and assumption of such assignment, will be an "Assignee" under this
Agreement. The Developer must provide written Notice to the City prior to such assignment.
Each assignment shall be in writing, executed by the Developer and the Assignee, and shall
obligate the Assignee to be bound by this Agreement within the scope of such assignment.
The City agrees to look solely to the Assignee for the performance of any duty or obligation
assigned to the Assignee and agrees the Developer shall be released from performing the
assigned obligations and from any liability resulting from the Assignee's failure to perform the
assigned obligations; provided, however, the Developer shall not be released until the City
receives notice of such assignment or be released from any liability resulting from an act or
omission by the Developer that occurred prior to the effective date of the assignment unless
the City approves the release in writing.
(c) By the City. The City shall not assign this Agreement, in whole or in part, and including any
duty, obligation, right, tide, or interest in, to, and under this Agreement to any person, entity,
political subdivision without the prior written approval of Developer, which approval shall be
unreasonably withheld, delayed or denied.
Section 9.03 Encumbrance by Developer and Assignees. Developer and Assignees have the right
to collaterally assign, pledge, grant alien or security interest in, or otherwise encumber any of their
respective rights, title, or interests in, to, and under this Agreement for the benefit of their respective
lenders with written Notice to the City within 14 days after the effective date of such encumbrance.
Section 9.04 Recordation and Applicability to Lot Owners. Developer shall record this Agreement
in the real property records of Tarrant County, Texas, and shall provide file -marked copy of the
recorded Agreement to Development Services Director with ten (10) days after its execution. This
AWPement shall be binding upon the Developer, the City. the Land. and any Assignee. and
their respective successors and assigns. This Agreement runs with the Land; provided, however,
this Agreement is not binding upon, nor should constitute any encumbrance to title, as to any Lot
Owner during the term of this Agreement.
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Section 9.05 No Waiver. Any failure by a Party to insist on performance of any materials provision
of this Agreement shall not waive that Party's right to insist on performance of any provision of this
Agreement. No provision of this Agreement may be waived except in writing signed by the Party
waiving such provision and limited to the express waiver given.
Section 9.06 Reservation of Rights. This Agreement constitutes a "permit" as defined in Chapter
245, Texas Local Government Code, as amended, that is deemed filed with the City on the Effective
Date. The Developer does not waive any rights arising under Chapter 245, as amended, Chapter 43
of the Texas Local Government Code, as amended, or under any other provision of law.
Section 9.07 Texas Law. This Agreement shall be construed and enforced only in accordance with
Texas law, without regard to choice of law rules or principles to the contract. This Agreement is
performable in Tarrant County, Texas, and hereby submit to the jurisdiction of Tarrant County courts
and agree such courts shall be the proper forum and venue for the determination of any dispute arising
under this Agreement.
Section 9.08 Force Maieure. Time is of the essence of this Agreement. In the event any Party is
rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this
Agreement, except the obligation to pay amounts owed or required to be paid pursuant to the terms
of this Agreement, then the obligations of such Party, to the extent affected by such force majeure
and to the extent that due diligence is being used to resume performance at the earliest practicable
time, shall be suspended during the continuance of any inability so caused to the extent provided but
for no longer period. As soon as reasonably possible after the occurrence of the force majeure relied
upon, the Party whose contractual obligations are affected thereby shall give notice and full particulars
of such force majeure to the other party. Such cause, as far as possible, shall be remedied with all
reasonable diligence. The term "force majeure," as used herein, shall include without limitation of the
generality thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public
enemy, orders of any kind of the government of the United States or the State of Texas or any civil
or military authority, insurrections, riots, epidemics and pandemics, including, without limitation,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, drought, arrests, restraint
of government, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals,
partial or entire failure of water supply resulting in an inability to provide water necessary for operation
of the water and sewer systems hereunder, and any other inabilities of any Party, whether similar to
those enumerated or otherwise, which are not within the control of the Party claiming such inability,
which such party could not have avoided by the exercise of due diligence and care.
Section 9.09 Severability. If any provision of this Agreement is illegal, invalid, or unenforceable,
under present or future laws, it is the intention of the Parties that the remainder of this Agreement
not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that a provision be
added to this Agreement by agreement of the Parties that is legal, valid, and enforceable and is as
similar in terms to the illegal, invalid or enforceable provision as is possible.
Section 9.10 Changes in Law. If any state or federal law changes making it impossible for a Party
to perform its obligations under this Agreement, the Parties will cooperate to amend this Agreement
in such a manner that is most legally consistent with the original intent of this Agreement.
Section 9.11 Additional Documents and Acts. The Parties shall execute and/or exchange any other
documents or perform any further acts as reasonably necessary to effectuate the terms of this
Agreement.
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Section 9.12 Captions. Captions and headings used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
Section 9.13 Amendment. This Agreement may be amended only with the approval of the City
and the written consent of all owners of at least 10 acres of the Land and may be amended without
consent of any homeowner or property owner associations.
Section 9.14 Interpretation. Each Party and its counsel have reviewed and revised this Agreement
and the rule of construction that ambiguities be resolved against the drafting party shall not be used
in the interpretation of this Agreement, its amendments or exhibits.
Section 9.15 No Third -Party Beneficiaries. This agreement is solely for the benefit of the Parties
and neither Party intends this Agreement to create any rights in any third -party or confer any benefit
or enforceable rights to any person or entity other than the Parties.
Section 9.16 Authority to Execute. The City certifies, represents, and warrants that the execution
of this Agreement is duly authorized and adopted in conformity with its City Charter and City
ordinances. The Developer hereby certifies, represents, and warrants that the execution of this
Agreement is duly authorized and adopted in conformity with the organizational documents of each
entity executing on behalf of the Developer.
Section 9.17 Recitals. The recitals in this Agreement are true and correct as of the Effective Date,
contribute to the basis upon which the Parties entered into this Agreement, and reflect the final intent
of the Parties.
Section 9.18 Exhibits. All exhibits attached to this Agreement are incorporated herein by
reference and are listed as follows:
Exhibit A-1
Boundary Map and Survey of the Land
Exhibit A-2
Legal Description of the Land
Exhibit B
Conceptual Plan
Exhibit C
Strategic Partnership Agreement
Exhibit D
Consent Resolution
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Section 9.19 Notice to Lot Owners. At the time each prospective End Buyer contracts for the
purchase of a lot or a home in the District, and at the time each End Buyer closes on the purchase of
a lot or a home in the District, the seller shall give the End Buyer the disclosure notices required by
Section 49.452 of the Texas Water Code.
Section 9.20 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which shall together constitute the same
instrument. This Agreement shall become effective only when one or more counterparts, individually
or taken together, bear the signatures of all of the Parties.
Section 9.21 Interested Parties. The Developer hereby verifies it has reviewed Chapter 2252.908
of the Texas Government Code, as amended, and will, upon joinder of the District, (1) complete a
Form 1295, using a unique identification number provided by the District, and electronically file it
with the Texas Ethics Commission ("TEC"); and (2) submit the signed Form 1295, including the
certification of filing number of the Form 1295 with the TEC, to the District. The signed Form 1295
may be submitted to the District in an electronic format.
Section 9.22 Anti -Boycott Verification. Pursuant to Chapter 2271 of the Texas Government Code,
as amended, Developer verifies that at the time of execution and delivery of this Agreement and for
the term of this Agreement, neither Developer, any of its parent companies, nor any of its common -
control affiliates currently boycotts or will boycott Israel. The term "boycott Israel' as used in this
paragraph has the meaning assigned to it in Section 808.001 of the Texas Government Code, as
amended.
Section 9.23 Foreign Terrorist Organizations. Pursuant to Chapter 2252 of the Texas Government
Code, as amended, Developer represents and verifies that at the time of execution and delivery of this
Agreement and for the term of this Agreement, neither Developer, any of its parent companies, nor
any of its common -control affiliates (i) engages in business with Iran, Sudan, or any foreign terrorist
organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of
Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of
Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The
term "foreign terrorist organization' in this Section has the meaning assigned to it in Section 2252.151
of the Texas Government Code, as amended.
Section 9.24 No Boycott of Energy Companies. Pursuant to Chapter 2276 of the Texas
Government Code, as amended, Developer hereby verifies that at the time of execution and delivery
of this Agreement and for the term of this Agreement, neither Developer, any of its parent companies,
nor any of its common -control affiliates boycott or will boycott energy companies. The term "boycott
energy companies" shall have the meaning assigned to the term "boycott energy company" in Section
809.001 of the Texas Government Code, as amended.
26
Section 9.25 No Discrimination Against Firearm Entities. Pursuant to Chapter 2274 of the Texas
Government Code, as amended, Developer hereby verifies that at the time of execution and delivery
of this Agreement and for the term of this Agreement, Developer, any of its parent companies, and
any of its common -control affiliates (1) do not have a practice, policy, guidance or directive that
discriminates against a firearm entity or firearm trade association based solely on its status as a firearm
entity or firearm trade association; and (2) will not discriminate during the term of this Agreement
against a firearm entity or firearm trade association based solely on its status as a firearm entity or
firearm trade association. The term "discriminate against a firearm entity or firearm trade association"
as used in this paragraph has the meaning assigned to it in Section 2274.001 of the Texas Government
Code, as amended.
Section 9.26 Contractin-a Information.
(a) As required by Subchapter J, Chapter 552, Texas Government Code, Developer agrees that it
will:
(i) preserve all contracting information related to this Agreement as provided by the records
retention requirements applicable to the City for the duration of this Agreement;
(ii) promptly provide to the City any contracting information related to this Agreement that is
in the custody or possession of Developer on request of the City; and
(iii) on completion of this Agreement, either: (A) provide at no cost to the City all contracting
information related to this Agreement that is in the custody or possession of Developer; or
(B) preserve the contracting information related to this Agreement as provided by the
records retention requirements applicable to the City.
(b) For purposes of this section, "contracting information" has the meaning assigned by Section
552.003, Texas Government Code.
[SIGNATURE PAGES TO FOLLOW]
27
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement on the
dates indicated below.
CITY:
CITY OF FORT WORTH, TEXAS
By: M (M
Date:
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on I y ICi" Q30 . 2025,
by L�r�f�cJi� - P%�m of the City of Fort Worth, exas, on behalf of the City.
Tyra Denise Buckley
My Commission Expires - Notary ublic Signature
• 3/27/2027 _
Notary ID134274248 _
r
Approved x to Form dam' Legality:
Richard A. McCracken
Sr. Assistant City Attorney
M&C: 2S- 03RCv
Form 1295: 2o25 - 13b1582
ATTEST:
ette Goodall
Secretary
OFFICIAL REM,
CITY SECREu.> ae
28 FT. WORTS � .::
DEVELOPER -
By: BRN PIEDMONT, LLC, a Delaware limited
liability company,
By: BOA SORTE LIMITED PARTNERSHIP,
an Arizona limited partnership, its sole member
By: BOA SOR , LLC, an Arizona limited
liab11!��
, i ral partner
By:
Date:
THE STATE OF TEXAS
COUNTY OF TARRANT
This ' strument was acknowledged before me on the day of , 2025, by
of BOA SORTE, LLC, an A •zona limited
liability company, the General Partner o OA SORTE LIMITED PARTNERSHIP, an Arizona
limited partnership, the sole member of BRN PIEDMONT, LLC, a Delaware limited liability
company, on behalf of said entity.
Notary Public, State of Texas
29
By execution hereof, the District hereby joins, pursuant to Chapter 791, Texas Government
Code, as amended, and agrees to be bound by Articles IV and VI of that certain Development
Agreement effective as of (the "Development Agreement"), by and between the City of
Fort Worth, Texas, and BRN PIEDMONT, LLC, a Delaware limited liability company, and
acknowledges its consent and agreement to be bound by the terms and conditions of Articles IV and
VI of the Development Agreement as a party thereto.
DISTRICT:
TARRANT COUNTY FRESH WATER
SUPPLY DISTRICT NO. 2
By:
Name:
Tide:
Date:
ATTEST:
Name:
Tide:
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before , by
President of Tarrant County Fresh Water Supply District No. 2, a
special district formed and operating under Chapters 49 and 53 of the Texas Water Code.
Notary Public Signature
30
EXHIBIT A-1
BOUNDARY MAP AND SURVEY OF THE LAND
GMcivil
ALTA/NSPS LAND TITLE SURVEY
334.863ACRES
S I UA I ED IN r' IE
E M..P. & P. R.R. Co. SURVEY. ABSTRACrN.. 1138
T. & P.R.R.Cu. SURVEY, A]3%7RACTM. IMS
R. GAN7ARA SURVEY, ABSTRACT N.. SO
Y. SAMORA SURVEY. ABS'l KACI N.. 13M
J L [JOLT SVRVFY, ABSTRACT N. IM2
TARRANT COUNTY, ITAAS
EXHIBIT A-2
LEGAL DESCRIPTION OF THE LAND
PROPERTY DESCRIPTION
STATE OF TEXAS:
COUNTY OF TARRANT:
SHEET 1 OF 4
BEING a tract of land situated in the M.E.P. & P. R.R. Co. Survey, Abstract No.
1138, the T. & P. R.R. Co. Survey, Abstract No. 1568, the R. Ganzara Survey,
Abstract No. 563, the Y. Samora Survey, Abstract No. 1385, and the J.J. Holt
Survey, Abstract No. 1892, Tarrant County, Texas, being all of that tract of land
as described in deed to BRN Piedmont LLC, recorded in D224031219, Official
Public Records, Tarrant County, Texas (OPRTCT), being all of that tract of land as
described in Quitclaim Deed to BRN Piedmont LLC, recorded in D224031220,
OPRTCT, and being more particularly described as follows:
BEGINNING at a 5/8" rebar capped Brookes Baker Surveyors found in the north
line of Bonds Ranch Road (120' R.O.W. per Parcel A, Volume 13449, Page 39,
Deed Records, Tarrant County, Texas) at the southeast corner of said BRN
Piedmont tract and the southwest corner of TRACT I as described in deed to
Pete and Jo Bonds Family Partnership, Ltd., recorded in D213039813, OPRTCT,
from which a 1" rebar found bears North 89 degrees 23 minutes 42 seconds East,
3323.10 (Deed 3323.17 feet);
THENCE South 89 degrees 23 minutes 42 seconds West, along the north line of
said Bonds Ranch Road and the south line of said BRN Piedmont tract, a
distance of 1681.01 feet to a 5/8" rebar capped Brookes Baker Surveyors found
at the southeast corner of a remainder portion of a tract of land as described in
deed to Bonds Ranch Investors II, Ltd., recorded in D207444902, OPRTCT;
THENCE departing the north line of said Bonds Ranch Road, along the lines
common to said BRN Piedmont tract and a remainder portion of said Bonds
Ranch tract, as follows:
North 00 degrees 36 minutes 18 seconds West, a distance of 604.98 feet to
a 5/8" rebar capped Brookes Baker Surveyors found;
South 89 degrees 23 minutes 42 seconds West, a distance of 360.06 feet
5/8" rebar capped Brookes Baker Surveyors found;
South 00 degrees 36 minutes 18 seconds East, a distance of 604.98 feet
5/8" rebar capped Brookes Baker Surveyors found in the north line of said
Bonds Ranch Road at the southwest corner of a remainder portion of said
Bonds Ranch tract;
SHEET 2 OF 4
THENCE South 89 degrees 23 minutes 42 seconds West, along the north line of
said Bonds Ranch Road and the south line of said BRN Piedmont tract, a
distance of 1573.83 feet to 1 /2" rebar capped Goodwin & Marshall found at the
southwest corner of said BRN Piedmont tract and the southeast corner of Tract 2
as described in deed to MM Bonds 836, LLC, recorded in D224060969, OPRTCT,
from which a 1" rebar found bears South 89 degrees 23 minutes 42 seconds
West, 815.33 feet;
THENCE North 00 degrees 36 minutes 18 seconds West, departing the north line
of said Bonds Ranch Road, along the west line of said BRN Piedmont tract and
the east line of said MM Bonds 836 tract, at 3978.2 feet passing the center of the
asphalt pavement within Peden Road (an apparent prescriptive right-of-way),
continuing a total distance of 4008.29 feet to a 1 /2" rebar capped GMCIVIL set
in the south line of the final plat of Eagle Vista Estates, Phase One, an addition to
Tarrant County, Texas as recorded in Cabinet A, Slide 2429, Plat Records, Tarrant
County, Texas, from which a 1 /2" rebar capped Goodwin & Marshall found
bears North 00 degrees 36 minutes 18 seconds West, 7.12 feet;
THENCE North 89 degrees 35 minutes 52 seconds East, departing the east line of
said MM Bonds 836 tract, along the south line of the final plat of said Eagle Vista
Estates, Phase One, a distance of 820.91 feet to a 1 /2" rebar capped MOSS
5122 found at the southeast corner of said final plat of said Eagle Vista Estates,
Phase One and the southwest corner of a remainder portion of a tract of land
as described in deed to Barbara Shelton, Trustee, recorded in D201240322,
OPRTCT;
THENCE North 01 degrees 17 minutes 24 seconds West, along the east line of
said Eagle Vista Estates, Phase One and the west line of said Shelton remainder
tract, a distance of 7.44 feet;
THENCE North 89 degrees 34 minutes 32 seconds East, departing the east line of
said Eagle Vista Estates, Phase One, across said Shelton tract, a distance of
3014.54 feet;
THENCE South 00 degrees 16 minutes 05 seconds East, across said Shelton tract,
at a distance of 9.40 feet passing the south line of said Shelton tract, continuing
along the east line of said BRN Piedmont tract and the west line of said Bonds
TRACT I, at 38.4 feet passing the center of the asphalt pavement within said
Peden Road, at a distance of 63.25 feet passing a 5/8" rebar capped Brookes
Baker Surveyors found, continuing a total distance of 2483.34 feet to a 5/8" rebar
capped Brookes Baker Surveyors found;
SHEET 3 OF 4
THENCE along the east line of said BRN Piedmont tract and the west line of said
Bonds TRACT I, as follows:
South 89 degrees 36 minutes 39 seconds West, a distance of 200.27 feet
(Deeds 200.27 & 200.24 feet) to a 5/8" rebar capped Brookes Baker
Surveyors found;
South 00 degrees 23 minutes 43 seconds East, a distance of 1520.80 feet
(Deeds 1520.80 feet & 1520.73 feet) to the POINT OF BEGINNING and
containing 339.863 acres of land.
SAVE & EXCEPT from the 339.863 acre tract described above, that certain 5.001
acre tract of land described as follows:
BEING a tract of land situated in the Y. Samora Survey, Abstract No. 1385, Tarrant
County, Texas, being a remainder portion of that tract of land as described in
deed to Bonds Ranch Investors Il, Ltd., recorded in D207444902, Official Public
Records, Tarrant County, Texas (OPRTCT), being all of Well Site 1 as described in
deed recorded in D208118160, DRTCT, and being more particularly described as
follows:
COMMENCING at a 5/8" rebar capped Brookes Baker Surveyors found in the
north line of Bonds Ranch Road (120' R.O.W. per Parcel A, Volume 13449, Page
39, Deed Records, Tarrant County, Texas) at the southeast corner of a tract of
land as described in deed to BRN Piedmont LP, recorded in D224031219, OPRTCT
and the southwest corner of TRACT I as described in deed to Pete and Jo Bonds
Family Partnership, Ltd., recorded in D213039813, OPRTCT;
THENCE departing the north line of said Bond Ranch Road, along the east line of
said BRN Piedmont tract and the west line of said Bonds TRACT I, as follows:
North 00 degrees 23 minutes 43 seconds West, a distance of 1520.80 feet
to a 5/8" rebar capped Brookes Baker Surveyors found;
North 89 degrees 36 minutes 39 seconds East, a distance of 200.27 feet to
a 5/8" rebar capped Brookes Baker Surveyors found;
SHEET 4 OF 4
North 00 degrees] 6 minutes 05 seconds West, a distance of 2473.94 feet
to a point in the south line of a tract of land as described in deed to
Barbar Shelton, Trustee, recorded in D201240322, OPRTCT, from which a
5/8" rebar capped Brookes Baker Surveyors found bears South 00 degrees
16 minutes 05 seconds East, 53.85 feet;
THENCE South 89 degrees 36 minutes 46 seconds West, along the south line of
said Shelton tract, a distance of 1204.37 feet;
THENCE South 00 degrees 25 minutes 28 seconds East, departing the south line of
said Shelton tract, across said BRN Piedmont tract, a distance of 306.64 feet to a
5/8" rebar capped Brookes Baker Surveyors found at the northeast corner of said
5.001 acre tract and the POINT OF BEGINNING;
THENCE South 00 degrees 25 minutes 28 seconds East, a distance of 604.98 feet
to a 5/8" rebar capped Brookes Baker Surveyors found at the southeast corner of
said 5.001 acre tract;
THENCE South 89 degrees 34 minutes 32 seconds West, a distance of 360.06 feet
to a 5/8" rebar capped Brookes Baker Surveyors found at the southwest corner
of said 5.001 acre tract;
THENCE North 00 degrees 25 minutes 28 seconds West, a distance of 604.98 feet
to a 5/8" rebar capped Brookes Baker Surveyors found at the northwest corner
of said 5.001 acre tract;
THENCE North 89 degrees 34 minutes 32 seconds East, a distance of 360.06 feet
to the POINT OF BEGINNING and containing 5.001 acres of land.
LEAVING a net acreage of 14,586,621 square feet or 334.863 acres of land, SAVE
& EXCEPT any rights to the public and others in and along said Peden Road.
PO25
EXHIBIT B
CONCEPTUAL PLAN
wo
MR
ljt�wx �wjl y ., FU L
EXHIBIT C
STRATEGIC PARTNERSHIP AGREEMENT
31
STRATEGIC PARTNERSHIP AGREEMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement') is made and
entered into, effective as of , 202_, by and between the CITY OF FORT WORTH,
TEXAS, a home -rule municipal corporation of the State of Texas (the "City'), and TARRANT
COUNTY FRESH WATER SUPPLY DISTRICT NO.2, a conservation and reclamation district
created pursuant to Article XVI, Section 59, Texas Constitution, and operating pursuant to Chapters
49 and 53, Texas Water Code (the "District').
RECITALS
The District was created with the consent of the City for the purpose of providing water,
sewer, drainage, road and, to the extent authorized by law, parks and recreational facilities to the land
within its boundaries. The District is located entirely within the extraterritorial jurisdiction ("ETJ")
of the City.
Texas Local Government Code Section 43.0751 (the "Act') provides that the City and the
District may enter into a strategic partnership agreement by mutual consent and the City and the
District wish to enter into such an agreement.
The District encompasses approximately 335 acres, more or less, located within the
extraterritorial jurisdiction of the City as depicted in Exhibit A and more fully described on Exhibit B
attached to this Agreement.
The City and the District, after the provision of required notices, held public hearings in
compliance with the Act. Based upon public input received at such hearings, the City and the District
wish to enter into a strategic partnership agreement to plan for the eventual full -purpose annexation
of the District by the City.
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions contained herein, and other good and valuable consideration, the City and the District
agree as follows:
ARTICLE 1.
DEFINITIONS
1.01. Definitions. The terms Act, Agreement, City, District and ETJ shall have the meanings
provided for them in the recitals, above. Except as may be otherwise defined, or the context clearly
requires otherwise, capitalized terms and phrases used in this Agreement shall have the meanings as
follows:
Commercial means all non-residential development, except for developments owned by a tax-
exempt entity, a non-profit entity, or a homeowners or property owners association.
32
Commission means the Texas Commission on Environmental Quality and its successors.
Developer means the entity or entities advancing funds to the District for the design and
construction of District facilities and for other legal purposes which advances are subject to
reimbursement by the District pursuant to the rules of the Commission.
Person means any individual, partnership, association, firm, trust, estate, public or private
corporation, or any other entity whatsoever.
Sales and Use Tax means the sales and use tax authorized to be imposed in the District by the
Act and TEX. TAB. CODr;, Chapter 321.
1.02. FindinLys and conclusions. The City and the District hereby find and declare:
a. The Act authorizes the City and the District to enter into this Agreement.
b. In compliance with Subsection (p) of the Act, this Agreement (i) does not
require the District to provide revenue to the City solely for the purpose of an agreement with
the City to forgo annexation of the District, and (ii) provides benefits to each party, including
revenue, services, and regulatory benefits, which are reasonable and equitable with regard to
the benefits provided to the other party.
C. All the terms and conditions contained in this Agreement are lawful and
appropriate to provide for the provision of municipal services and annexation.
d. The District is not obligated to make payments to the City for services except
as otherwise provided herein.
e. This Agreement has been duly adopted by the City and the District after
conducting two public hearings at which members of the public who wanted to present
testimony or evidence regarding the Agreement were given the opportunity to do so. Notice
of each hearing was published in the format required by Ti"x. LOCAL Gov't' CODE, Section
43.123(b) and was published at least once on or after the 20th day before each public hearing
of the City. The District's notice of each hearing was given as required under the Texas Water
Code for other district notifications.
ARTICLE 2
ANNEXATION OF THE DISTRICT
2.01. Conditions to annexation. The parties agree that the District and its residents should
be allowed to develop and function with certainty regarding the conditions under which annexation
will be authorized by the City. As a result, the City and the District agree that, without regard to the
City's right and power under existing or subsequently enacted law and subject to Section 2.02, the City
will not fully annex any property within District until all of the following conditions have been
satisfied, and shall thereafter be authorized; but not required, to fully annex the District for any
purpose:
33
a. One hundred percent (100%) of the acreage within the District has been
substantially developed; and
b. The Developer, and its successors and assigns, has been fully reimbursed by
the District to the maximum extent permitted by the rules of the Commission or other
applicable law for all eligible Project and construction costs.
In addition to satisfaction of the conditions provided above, if the District has bonds, notes
or other indebtedness outstanding that are payable for and secured by the District's ad valorem taxes,
the City shall not be authorized to annex the District for full purposes unless and until the City is
authorized to levy an ad valorem tax on property in the District and is authorized to levy an ad valorem
tax in an amount sufficient to pay the assumed District indebtedness.
2.02. Annexation of Commercial property. Notwithstanding Section 2.01, the City may in
accordance with TEX. LOCAL. Gov"i, CODI?, Section 43.0751(f)(4) annex any Commercial property
within the District for full purposes at the occurrence of recordation of a final plat containing such
Commercial property. The foregoing occurrence shall be deemed the conversion date pursuant to
TEX. LOCAL Gov"i' CODE, Section 43.0751(f)(5) and (h), without need for further action by the City.
2.03. Operations prior to full annexation. Prior to annexation of the entire District for full
purposes, except as may be specifically provided in this Agreement, the District is authorized to
exercise all powers and functions of a fresh water supply district or a water control and improvement
district, as such additional powers and functions may be subsequently authorized and provided by law,
including, without limiting the foregoing, the power to incur additional debts, liabilities, or obligations,
to construct additional utility facilities, roads and related improvements, or to contract with others for
the provision and operation thereof, or sell or otherwise transfer property without prior approval of
the City, and the exercise of such powers is hereby approved by the City.
2.04. Continuation of the District following full annexation. Upon full purpose annexation
of the entire District under the provisions of Section 2.01 above, the District will continue to exist for
an extended period to allow for the completion of District operations and the integration of the
District's systems into the City's systems, following which period the City shall act to abolish the
District in accordance with applicable law. If the City has not abolished the District within 120 days
after such annexation under Section 2.01, then the District shall be automatically abolished on the
121st day after such annexation. At such time, the City will assume all rights, assets, liabilities, and
obligations of the District (including all obligations to reimburse the developer(s) within the District)
and the District will not be continued or converted for limited purposes. Upon full purpose
annexation, fees and charges imposed on residents of the former District for services provided by the
City shall be equal to those fees and charges imposed on all other residents of the City.
2.05. Attempted incorporation. Notwithstanding any provision herein to the contrary, in
the event that an election is called pursuant to applicable law in connection with a bona fide petition
for incorporation of a municipality that includes a substantial portion of the District, the City shall be
entitled to annex that portion the District attempting to incorporate.
2.06 Notice to Landowners of Full Purpose Annexation of Land Within the District.
Within 60 days of the Effective Date, the District shall file notice concerning this Agreement in the
34
real property records of Tarrant county for the Property within the District. The notice shall give the
purchaser written notice of the District's consent to annexation and the City's right to annexation.
35
ARTICLE 3
TAX RATE AND INFRASTRUCTURE MAINTENANCE
Section 3.01. District Tax Rate. The District's financial advisor shall endeavor to maintain and
recommend a District debt service structure to ensure the District's tax rate is maintained at a rate
annually of $1.00 per $100 of assessed value on all taxable property within the District's boundaries,
or the highest allowed under state law, whichever is less, until the City annexes all Land within the
District, which may occur in the City's sole discretion upon or after the expiration of the term specified
herein and in the Strategic Partnership Agreement. Upon setting the District tax rate, the District
shall cause a copy of the pertinent order or other action setting an ad valorem tax rate to be provided
to the City Secretary, the City Manager, and the Director of the Development Services Department
within 30 days of District adoption of the tax rate for that tax year. The District's financial advisor
and bookkeeper shall endeavor to maintain a District reserves sufficient for funding maintenance of
the Infrastructure and a capital replacement reserve restricted for the City's use after the City's
annexation of all Land within the District.
Section 3.02. District Annual Audit. Once the District is required to have annual audits performed
and filed under the Texas Water Code, the District shall cause a copy of its annual audit to be provided
to the City Secretary, the City Manager, and the Director of the Development Services Department
within 30 days of District approval.
Section 3.03. The District will be responsible for operating and maintaining all District facilities and
properties from the Effective Date and ending on the full -purpose annexation of the entirety of the
District. The District may also continue to make capital improvements during this same time period
in accordance with the terms and provisions of applicable agreements.
ARTICLE 4
DEFAULT, NOTICE AND REMEDIES
4.01. Default; notice. A breach of any material provision of this Agreement after notice and
an opportunity to cure shall constitute a default. The non -breaching party shall notify the breaching
party of an alleged breach, which notice shall specify the alleged breach with reasonable particularity.
If the breaching party fails to cure the breach within a reasonable time not sooner than 30 days after
receipt of such notice (or such longer period of time as the non -breaching party may specify in such
notice), the non -breaching party may declare a default hereunder and exercise the remedies provided
in this Agreement in the event of default.
4.02. Remedies. In the event of a default hereunder, the remedies of the non -defaulting
party shall be limited to either or both of the following:
a. Monetary damages for actual losses incurred by the non -defaulting party if
such recovery of monetary damages would otherwise be available under existing law and the
defaulting party is not otherwise immune from paying such damages; and
b. Injunctive relief specifying the actions to be taken by the defaulting party to
cure the default or otherwise comply with its obligations hereunder. Injunctive relief shall be
00i
directed solely to the default and shall not address or include any activity or actions not directly
related to the default.
ARTICLE 4
MISCELLANEOUS
5.01. Beneficiaries. This Agreement shall bind and inure to the benefit of the parties, their
successors and assigns. This Agreement shall be recorded with the County Clerk in the Official Public
Records of Tarrant County, Texas, and shall bind and benefit each Developer and each future
Developer of land included within the District's boundaries in accordance with Tex. Local Gov't
Code, Section 43.0751(c). In the event of annexation of the District by the City, the Developer shall
be considered a third -party beneficiary of this Agreement.
5.02. Term. This Agreement shall commence and bind the parties on the effective date first
written above and continue for thirty-five (35) years thereafter, unless terminated on an earlier date
pursuant to other provisions or by express written agreement executed by the City and the District.
Upon the expiration of the initial term, this Agreement shall automatically be extended for successive
one-year periods, unless either the City or the District give notice to the other of its intent to terminate
prior to any extension term.
5.03. Notice. Any notices or other communications ("Notice") required to be given by one
party to another by this Agreement shall be given in writing addressed to the party to be notified at
the address set forth below for such party, (i) by delivering the same in person, (ii) by depositing the
same in the United States Mail, certified or registered, return receipt requested, postage prepaid,
addressed to the party to be notified, or (iii) by depositing the same with Federal Express or another
nationally recognized courier service guaranteeing "next day delivery", addressed to the party to be
notified, or (iv) by sending the same by electronic mail ("email") with confirming copy sent by regular
mail. Notice deposited in the United States mail in the manner hereinabove described shall be deemed
effective from and after the date of such deposit. Notice given in any other manner shall be effective
only if and when received by the party to be notified. For the purposes of notice, the addresses of the
parties, until changed as provided below, shall be as follows:
CC4: City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: City Manager
Email:
District: Tarrant County Fresh Water District No. 2
c/o Allen Boone Humphries Robinson LLP
4514 Cole Avenue, Suite 1450
Dallas, Texas 78205
Attn: Stephen Robinson
Email: sobinson@abhr.com
37
The parties shall have the right from time to time to change their respective addresses, and each shall
have the right to specify as its address any other address within the United States of America by giving
at least five days' written notice to the other parties. If any date or any period provided in this
Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice
shall be extended to the first business day following such Saturday, Sunday or legal holiday.
5.05. Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
5.06. Severability. If any provision of this Agreement is held to be illegal, invalid, or
unenforceable then, and in that event, it is the intention of the parties hereto that the remainder of
this Agreement shall not be affected.
5.07. Waiver. Any failure by a party hereto to insist upon strict performance by the other
party of any material provision of this Agreement shall not be deemed a waiver thereof or of any other
provision hereof, and such party shall have the right at any time thereafter to insist upon strict
performance of any and all of the provisions of this Agreement.
5.08. Applicable law and venue. The construction and validity of this Agreement shall be
governed by the laws of the State of Texas without regard to conflicts of law principles. Venue shall
be in Tarrant County, Texas.
5.09. Reservation of riVhts. To the extent not inconsistent with this Agreement, each party
reserves all rights, privileges, and immunities under applicable laws.
5.10. Further documents. The parties agree that at any time after execution of this
Agreement, they will, upon request of another party, execute and deliver such further documents and
do such further acts and things as the other party may reasonably request in order to carry out the
terms of this Agreement.
5.11. Incorporation of exhibits and other documents by reference. All exhibits and other
documents attached to or referred to in this Agreement are incorporated herein by reference for the
purposes set forth in this Agreement.
5.12. Effect of state and federal laws. Notwithstanding any other provision of this
Agreement, the District and the City shall comply with all applicable statutes or regulations of the
United States and the State of Texas, as well as any City ordinances or rules implementing such statutes
or regulations, and such City ordinances or rules shall not be deemed a breach or default under this
Agreement.
5.13. Authority for execution. The City hereby certifies, represents, and warrants that the
execution of this Agreement is duly authorized and adopted in conformity with the City charter and
City ordinances. The District hereby certifies, represents, and warrants that the execution of this
Agreement is duly authorized and adopted by the Board of Directors of the District.
5.14 Governmental Powers. By execution of this Agreement, neither the City nor the District
waives or surrenders any of its respective governmental powers, immunities or rights except as
%8]
specifically waived pursuant to this section. The City and the District mutually may waive their
governmental immunity from suit and liability only as to any action brought by a Party to pursue
remedies available under this Agreement and only to the extent necessary to pursue remedies available.
Nothing in this section shall waive any claims, defenses or immunities that the City or the District has
with respect to suits against the City or the District by persons or entities not a party to this Agreement.
Nothing in this Agreement is intended to delegate or impair the performance by the City of its
governmental functions, and the City waives any claim or defense that any provision of this Agreement
is unenforceable on the grounds that it constitutes an impermissible delegation or impairment of the
City's performance of its governmental functions.
5.15. Recitals. The Parties agreed that the Recitals are true and correct and shall be considered
incorporated in the Agreement as if fully set forth herein.
SIGNATURE PAGES FOLLOW
39
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the
date first written above.
CITY OF FORT WORTH, TEXAS
Assistant City Manager,
City of Fort Worth, Texas
ATTEST:
M.
City Secretary,
City of Fort Worth, Texas
THE STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on this the day of
20, by , Mayor of the City of Fort Worth, Texas, on behalf of said city.
(NOTARY SEAL)
40
Notary Public, State of Texas
TARRANT COUNTY FRESH WATER
SUPPLY DISTRICT NO. 2
In
ATTEST:
Secretary,
Board of Supervisors
THE STATE OF TEXAS
COUNTY OF
President,
Board of Supervisors
This instrument was acknowledged before me on this the day of
20, by , President of the Board of Supervisors of Tarrant
County Fresh Water Supply District No. 2, a political subdivision of the State of Texas, on behalf of
said political subdivision.
(NOTARY SEAL)
41
Notary Public, State of Texas
EXHIBIT D
CONSENT RESOLUTION
42
PROPERTY DESCRIPTION
STATE OF TEXAS:
COUNTY OF TARRANT:
SHEET 1 OF 4
BEING a tract of land situated in the M.E.P. & P. R.R. Co. Survey, Abstract No.
1138, the T. & P. R.R. Co. Survey, Abstract No. 1568, the R. Ganzara Survey,
Abstract No. 563, the Y. Samora Survey, Abstract No. 1385, and the J.J. Holt
Survey, Abstract No. 1892, Tarrant County, Texas, being all of that tract of land
as described in deed to BRN Piedmont LLC, recorded in 0224031219, Official
Public Records, Tarrant County, Texas (OPRTCT), being all of that tract of land as
described in Quitclaim Deed to BRN Piedmont LLC, recorded in 0224031220,
OPRTCT, and being more particularly described as follows:
BEGINNING at a 5/8" rebar capped Brookes Baker Surveyors found in the north
line of Bonds Ranch Road (120' R.O.W. per Parcel A, Volume 13449, Page 39,
Deed Records, Tarrant County, Texas) at the southeast corner of said BRN
Piedmont tract and the southwest corner of TRACT I as described in deed to
Pete and Jo Bonds Family Partnership, Ltd., recorded in 0213039813, OPRTCT,
from which a 1" rebar found bears North 89 degrees 23 minutes 42 seconds East,
3323.10 (Deed 3323.17 feet);
THENCE South 89 degrees 23 minutes 42 seconds West, along the north line of
said Bonds Ranch Road and the south line of said BRN Piedmont tract, a
distance of 1681.01 feet to a 5/8" rebar capped Brookes Baker Surveyors found
at the southeast corner of a remainder portion of a tract of land as described in
deed to Bonds Ranch Investors II, Ltd., recorded in 0207444902, OPRTCT;
THENCE departing the north line of said Bonds Ranch Road, along the lines
common to said BRN Piedmont tract and a remainder portion of said Bonds
Ranch tract, as follows:
North 00 degrees 36 minutes 18 seconds West, a distance of 604.98 feet to
a 518" rebar capped Brookes Baker Surveyors found;
South 89 degrees 23 minutes 42 seconds West, a distance of 360.06 feet
5/8" rebar capped Brookes Baker Surveyors found;
South 00 degrees 36 minutes 18 seconds East, a distance of 604.98 feet
518" rebar capped Brookes Baker Surveyors found in the north line of said
Bonds Ranch Road at the southwest corner of a remainder portion of said
Bonds Ranch tract;
SHEET 2 OF 4
THENCE South 89 degrees 23 minutes 42 seconds West, along the north line of
' said Bonds Ranch Road and the south line of said BRN Piedmont tract, a
distance of 1573.83 feet to 1 /2" rebar capped Goodwin & Marshall found at the
southwest corner of said BRN Piedmont tract and the southeast corner of Tract 2
as described in deed to MM Bonds 836, LLC, recorded in D224060969, OPRTCT,
from which a 1" rebar found bears South 89 degrees 23 minutes 42 seconds
West, 815.33 feet;
THENCE North 00 degrees 36 minutes 18 seconds West, departing the north line
of said Bonds Ranch Road, along the west line of said BRN Piedmont tract and
the east line of said MM Bonds 836 tract, at 3978.2 feet passing the center of the
asphalt pavement within Peden Road (an apparent prescriptive right-of-way),
continuing a ,total distance of 4008.29 feet to a 1 /2" rebar capped GMCIVIL set
in the south line of the final plat of Eagle Vista Estates, Phase One, an addition to
Tarrant County, Texas as recorded in Cabinet A, Slide 2429, Plat Records, Tarrant
1 County, Texas, from which a 1 /2" rebar capped Goodwin & Marshall found
bears North 00 degrees 36 minutes 18 seconds West, 7.12 feet;
THENCE North 89 degrees 35 minutes 52 seconds East, departing the east line of
said MM Bonds 836 tract, along the south line of the final plat of said Eagle Vista
Estates, Phase One, a distance of 620.91 feet to a 1 /2" rebar capped MOSS
5122 found at the southeast corner of said final plat of said Eagle Vista Estates,
Phase One and the southwest corner of a remainder portion of a tract of land
as described in deed to Barbara Shelton, Trustee, recorded in D201240322,
OPRTCT;
THENCE North 01 degrees 17 minutes 24 seconds West, along the east line of
said Eagle Vista Estates, Phase One and the west line of said Shelton remainder
tract, a distance of 7.44 feet;
THENCE North 89 degrees 34 minutes 32 seconds East, departing the east line of
said Eagle Vista Estates, Phase One, across said Shelton tract, a distance of
3014.54 feet;
THENCE South 00 degrees 16 minutes 05 seconds East, across said Shelton tract,
at a distance of 9.40 feet passing the south line of said Shelton tract, continuing
along the east line of said BRN Piedmont tract and the west line of said Bonds
TRACT I, at 38.4 feet passing the center of the asphalt pavement within said
Peden Road, at a distance of 63.25 feet passing a 5/8" rebar capped Brookes
Baker Surveyors found, continuing a total distance of 2483.34 feet to a 5/8" rebar
capped Brookes Baker Surveyors found;
SHEET 3 OF 4
THENCE along the east line of said BRN Piedmont tract and the west line of said
Bonds TRACT I, as follows:
South 89 degrees 36 minutes 39 seconds West, a distance of 200.27 feet
(Deeds 200.27 & 200.24 feet) to a 5/8" rebar capped Brookes Baker
Surveyors found;
South 00 degrees 23 minutes 43 seconds East, a distance of 1520.80 feet
(Deeds 1520.80 feet & 1520.73 feet) to the POINT OF BEGINNING and
containing 339.863 acres of land.
SAVE & EXCEPT from the 339.863 acre tract described above, that certain 5.001
acre tract of land described as follows:
BEING a tract of land situated in the Y. Samora Survey, Abstract No. 1385, Tarrant
County, Texas, being a remainder portion of that tract of land as described in
deed to Bonds Ranch Investors 11, Ltd., recorded in D207444902, Official Public
Records, Tarrant County, Texas (OPRTCT), being all of Well Site 1 as described in
deed recorded in D2081 I8160, DUCT, and being more particularly described as
follows:
COMMENCING at a 5/8" rebar capped Brookes Baker Surveyors found in the
north line of Bonds Ranch Road (120' R.O.W. per Parcel A, Volume 13449, Page
39, Deed Records, Tarrant County, Texas) at the southeast corner of a tract of
land as described in deed to BRN Piedmont LP, recorded in D224031219, OPRTCT
and the southwest corner of TRACT I as described in deed to Pete and Jo Bonds
Family Partnership, Ltd., recorded in D213039813, OPRTCT;
THENCE departing the north line of said Bond Ranch Road, along the east line of
said BRN Piedmont tract and the west line of said Bonds TRACT 1, as follows:
North 00 degrees 23 minutes 43 seconds West, a distance of 1520.80 feet
to a 5/8" rebar capped Brookes Baker Surveyors found;
North 89 degrees 36 minutes 39 seconds East, a distance of 200.27 feet to
a 5/8" rebar capped Brookes Baker Surveyors found;
I
SHEET 4 OF 4
North 00 degrees] 6 minutes 05 seconds West, a distance of 2473.94 feet
to a point in the south line of a tract of land as described in deed to
Barbar Shelton, Trustee, recorded in 0201240322, OPRTCT, from which a
5/8" rebar capped Brookes Baker Surveyors found bears South 00 degrees
16 minutes 05 seconds East, 53.85 feet;
THENCE South 89 degrees 36 minutes 46 seconds West, along the south line of
said Shelton tract, a distance of 1204.37 feet,'
THENCE South 00 degrees 25 minutes 28 seconds East, departing the south line of
said Shelton tract, across said BRN Piedmont tract, a distance of 306.64 feet to a
5/8" rebar capped Brookes Baker Surveyors found at the northeast corner of said
5.001 acre tract and the POINT OF BEGINNING;
THENCE South 00 degrees 25 minutes 28 seconds East, a distance of 604.98 feet
to a 518" rebar capped Brookes Baker Surveyors found at the southeast corner of
said 5.001 acre tract;
THENCE South 89 degrees 34 minutes 32 seconds West, a distance of 360.06 feet
to a 5/8" rebar capped Brookes Baker Surveyors found at the southwest corner
of said 5.001 acre tract;
THENCE North 00 degrees 25 minutes 28 seconds West, a distance of 604.98 feet
to a 5/8" rebar capped Brookes Baker Surveyors found at the northwest corner
of said 5.001 acre tract;
THENCE North 89 degrees 34 minutes 32 seconds East, a distance of 360.06 feet
to the POINT OF BEGINNING and containing 5.001 acres of land.
LEAVING a net acreage of 14,586,621 square feet or 334.863 acres of land, SAVE
& EXCEPT any rights to the public and others in and along said Peden Road.
' u.
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EXHIBIT B
Conceptual Plan
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: 05/13/25 M&C FILE NUMBER: M&C 25-0396
LOG NAME: 06BOND RANCH NORTH DEVELOPMENT AGREEMENT
SUBJECT
(ETJ) Authorize Execution of a Development Agreement with BRN Piedmont, LLC, for Approximately 335 Acres of Land Located in Fort Worth's
Extraterritorial Jurisdiction in Tarrant County
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Development Agreement with BRN Piedmont, LLC, for approximately 335
acres of land in the City of Fort Worth's extraterritorial jurisdiction in Tarrant County.
DISCUSSION:
On January 28, 2025, at the request of BRN Piedmont, LLC (Developer), the City Council adopted Resolution No. 6051-01-2025 granting
conditional consent to the creation of a Fresh Water Supply District pursuant to Article XVI, Section 59 of the Texas Constitution, encompassing
335 acres of land in Tarrant County, Texas (Land). The Land is located north of Bonds Ranch Road, east of Morris Dido Newark Road, South of
Peden Road and west of Business Highway 287.
On March 18, 2025, the Tarrant County Commissioner's Court, through Court Order No. 144907, approved the creation of the Tarrant County
Fresh Water Supply District No. 2 (District).
Pursuant to the Development Agreement, the Developer will develop the Land as a mixed -use, master -planned community in accordance with the
terms of the Development Agreement. The City will be the retail provider of water and sewer service to the Land. Except for the commercial
property, annexation of the Land may not occur until 100% of the Land has been substantially developed and the Developer has been fully
reimbursed by the District for eligible project and construction costs. The City will have the option to annex the commercial property once a final
plat for the commercial property has been recorded. The Development Agreement is being entered into pursuant to Section 212.172 of the Texas
Local Government Code.
A Strategic Partnership Agreement and Utility Agreement with the District will be presented to the City Council for consideration at a later date.
The Strategic Partnership Agreement will establish the District's tax rate and set the terms and conditions to allow the City to limit purpose annex
commercial areas of the development for the sole purpose to impose and collect sales and use taxes. The Utility Agreement will
address easements, roadway repair standards, and provisions relating to water conservation and pretreatment standards.
The property is in the extraterritorial jurisdiction adjacent to COUNCIL DISTRICT 7.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on City funds.
Submitted for Citv Manaaer's Office by
Oriainatina Business Unit Head
Additional Information Contact:
Expedited
Jesica McEachern 5804
D.J. Harrell 8032
LaShondra Stringfellow
Derek Hull 2412